These Terms and Conditions constitute a legally binding contract between the customer (“you”) and Highlands IT (ABN 14 710 725 122) and apply to the ordering, purchase, fulfilment and delivery of goods (“Goods”) and/or services from Highlands IT. By placing an order for Goods and/or sservices from Highlands IT you agree to these Terms and Conditions.

Please read the following Terms and Conditions carefully before placing your order. The Terms and Conditions contain important information about the ordering, processing, fulfilment and delivery of Goods.

Repair Notice: Where our services involve repairing your goods, please be aware that:

Goods presented for repair may require replacement of one or more parts. Refurbished parts may be used to repair the goods; and

The repair of your goods may result in the loss of any user-generated data. We will endeavour to save your important data prior to affecting the repair, however, please ensure that you have made a copy of any data saved on your goods.

1. Definitions and Interpretation

1.1 In these Terms and any related Contract, unless the contrary intention appears:

Affiliate means an entity or company which directly or indirectly, through one or more intermediaries, controls is controlled by or is under common control with a party.

Highlands IT means Highlands IT (ABN 14 710 725 122).

Business Day means a day that is not a Saturday, Sunday or public holiday in New South Wales or, for deliveries of Products, at the place of delivery.

Contract means a contract for sale as referred to in clause 2.5.

Customer means the person who orders Products from Highlands IT, whether by telephone, facsimile, email, in person, through Highlands IT’s online ordering system or otherwise.

Force Majeure means any circumstance beyond the reasonable control of a party which results in a party being unable to observe or perform on time an obligation under these Terms.

GST has the same meaning as in the A New Tax System (Goods & Services Tax) Act 1999 (Cth) (as amended).

Insolvency Event means circumstances in which Customer is unable to pay its debts as they fall due or otherwise takes any corporate action or any steps are taken or legal proceedings are started for: (a) its winding-up, dissolution, liquidation, or re-organisation, other than to reconstruct or amalgamate while solvent on terms approved by Highlands IT; (b) the appointment of a controller, receiver, administrator, official manager, trustee or similar officer of it or of any of its revenues and assets; or (c) seeks protection or is granted protection from its creditors, under any applicable legislation.

Order means a purchase order for Products which has been accepted by Highlands IT but excluding any terms or conditions printed on or referred to in Customer’s purchase orders or other documentation unless expressly agreed to in writing by Highlands IT.

PPSA means the Personal Properties Securities Act 2009 (Cth) (as amended from time to time).

Products mean the goods purchased or to be purchased by Customer from Highlands IT which are the subject of a Contract.

Terms means these terms and conditions of sale.

2. Orders

2.1 All orders for Products must be placed in the manner and form required by Highlands IT from time to time.

2.2 Highlands IT may in its absolute discretion determine from time to time a “Specified Order Quantity”, being the minimum order value or quantity for each order of Products to be supplied to Customer.

2.3 All orders will be subject to acceptance by Highlands IT, which may decline an order or accept an order in whole or part in its absolute discretion. Customer acknowledges that acceptance of an order by Highlands IT will not imply that Highlands IT will accept any future order(s) placed by Customer.

2.4 Once accepted by Highlands IT, an Order may not be cancelled by Customer except with the express consent of Highlands IT.

2.5 Upon the acceptance of each Order by Highlands IT, a separate contract of sale will arise. Each Contract will comprise the accepted Order and these Terms. If there is any inconsistency between these Terms and another provision in a Contract then the provision in the Contract will prevail only to the extent of the inconsistency.

2.6 For the avoidance of doubt no terms or conditions of Customer, including any terms or conditions printed on or referred to in Customer’s offer to purchase or order will be binding on Highlands IT or have any legal effect unless expressly agreed to in writing by Highlands IT.

3. Price and Payment

3.1 The price for the Products is specified in the Contract. Unless the Contract states otherwise, Highlands IT may alter the Price at any time prior to acceptance of an order without prior notice.

3.2 Customer must pay GST or any other tax duty, levy, tariff or charge applicable to the supply of the Products in addition to, and at the same time as, payment of the price. Highlands IT will provide Customer with a tax invoice as required by law.

3.3 Unless the Contract states otherwise, Customer must pay the Price for Products supplied to it within 7 days of the date of the invoice for such Products.

3.4 Customer must not withhold payment or make any deduction from the invoiced price or any other amount owing to Highlands IT without Highlands IT’s prior written consent.

3.5 Receipt of any amount will not constitute payment until such time as the amount is paid or honoured in full.

3.6 Highlands IT may in its discretion allocate a payment that does not specifically identify the invoice for which such payment is made in satisfaction for monies owing under any outstanding invoices without regard to the date of those invoices.

3.7 Highlands IT will be entitled to recover from Customer all legal and other costs incurred by Highlands IT arising from Customer’s default in payment and the collection of any overdue monies.

4. Delivery Terms

4.1 Any timeframes quoted by Highlands IT for delivery of the Products are estimates only. Highlands IT will use its reasonable endeavours to supply the Products in the quantities specified in the relevant Contract.

4.2 Highlands IT will not be liable for any loss suffered by Customer arising out of any delay or failure to deliver the Products (or any part of them) or failure to deliver in the requested quantities.

4.3 Highlands IT is entitled to refuse to deliver the Products to Customer if there are any outstanding monies owing to Highlands IT.

4.4 Delivery of the Products will be made in the manner and at the place specified in the relevant Contract or if not specified, delivery will be made as determined by Highlands IT.

4.5 Customer agrees to accept delivery of the Products at any time between 9.00am to 5.00pm on a Business Day.

4.6 If Highlands IT fails to deliver some or all of the Products pursuant to a Contract, Customer will not be entitled to cancel that Contract or any other order, Contract or delivery. Highlands IT will not be obliged to accept any claims for shortages of deliveries or non-conforming Products unless written notice of the claim is given to Highlands IT within 10 Business Days after receipt by Customer of the Products at the delivery destination.

4.7 If Customer does not, or indicates to Highlands IT that it will not, take or accept delivery, then the Products will be deemed to have been delivered when Highlands IT was willing to deliver them.

4.8 Highlands IT reserves the right to deliver the Products by instalments. Each instalment may be invoiced separately and will be deemed to be a separate contract under the same provisions as the main Contract.

5. Availability of Goods

5.1 As Highlands IT is dependent upon its suppliers to provide stock, Highlands IT cannot guarantee availability at all times. You acknowledge and agree that, from time to time, certain Goods may be out of stock or unavailable. Highlands IT reserves the right to withdraw or suspend from sale any Goods displayed on the Website, either temporarily or permanently, at any time without notice to you. Except to the extent otherwise required by law (including, without limitation, the Australian Consumer Law), Highlands IT will not be liable to you, or any other person, for any loss, damage, cost or expense suffered as a direct or indirect result of the unavailability of any Goods at any time, whether in contract, negligence or any other tort, equity, restitution, strict liability, under statute or otherwise at all.

6. Risk and Title

6.1 Legal and beneficial ownership in the Products will not pass to Customer until Customer has paid in full the Price for those Products.

6.2 Risk of loss of or damage to the Products will remain with Highlands IT only until the first of the passing of title to the Products to Customer, or delivery of the Products by Highlands IT to Customer in accordance with clause 4. Thereafter risk of damage to, or loss or deterioration of, the Products from any cause whatsoever passes to Customer.

6.3 Until all outstanding monies have been paid to Highlands IT for Products delivered to Customer:

(a) in the event of a default (specified in clause 12), Highlands IT or its representative will be entitled, without the necessity of giving any notice, to enter premises occupied by Customer to search for and remove any of those Products without in any way being liable to Customer, and may dispose of or retain such Products as Highlands IT sees fit without being required to give notice or account to Customer. If the Products or any of them are wholly or partially attached to or incorporated in any other product, Highlands IT may (when practical) disconnect them in any way necessary to remove the Products; and

(b) all costs and expenses incurred by Highlands IT as a result of taking action in accordance with clause 6.3(b), together with transportation and storage charges, must be paid by Customer to Highlands IT on demand.

7. Warranties

7.1 Highlands IT warrants that all Products manufactured by Highlands IT or a Highlands IT Affiliate and supplied to Customer will, subject to this clause 7, comply with Highlands IT’s specifications for those Products (or if no such specifications exist, will be free of defects in materials and manufacture), until the date falling 12 months from the date of delivery of the Products by Highlands IT to Customer (the Warranty Period).

7.2 If a Product does not comply with the warranty set out in clause 7.1 and Customer notifies Highlands IT in writing of the defect during the Warranty Period within 10 Business Days of the defect coming to its notice, Highlands IT will, at its option, either repair the product, exchange the Product for a new Product, or refund the Price paid for the Product.

7.3 When a refund is given pursuant to clause 7.2, the Product for which the refund is provided must, returned to Highlands IT by Customer, at Customer’s expense, and if returned becomes the property of Highlands IT.

7.4 The warranty in clause 7.1 does not apply:

(a) as a result of any acts or omissions by any person other than Highlands IT or any external cause;

(b) if the defect is due to the Product being used for purposes other than for purposes for which it was intended or which do not fall within the scope of any regulatory approval;

(c) to a Product that has been modified without the written permission of Highlands IT; or

(d) if the Product has not been stored or transported in accordance with Highlands IT’s recommendations.

7.5 The benefit of the warranty in clause 7.1 is personal to Customer and is not assignable without the prior written consent of Highlands IT.

7.6 Except as expressly set out in these Terms, and subject to any terms, warranties or conditions that by law may not be excluded (including those under sections 51, 52 and 53 of the Australian Consumer Law), all conditions, warranties, terms, and obligations expressed or implied by law or otherwise relating to the performance of Highlands IT’s obligations under these Terms, or any goods or services supplied, or to be supplied, by Highlands IT under these Terms, are excluded and the rights set out in this clause 7 are the sole and exclusive remedies of Customer with respect to defective Products.

8. Refunds

8.1 Refunds sought for returned Products are at Highlands IT’s discretion. Where accepted, Highlands IT may charge a reasonable administration fee in respect of all returned Products.

8.2 Products, in respect of which a refund is sought and approved by Highlands IT, must be returned to Highlands IT’s premises freight free in good and saleable condition in the original containers and packaging in which they were supplied, and accompanied by the number and date of Highlands IT’s supplying invoice.

9. Assistance and Materials Supplied by Highlands IT

9.1 Subject to obligations imposed on Highlands IT by the law which cannot be excluded or modified by these Terms, and subject to any contrary provisions in a Contract, any advice, recommendation, information, assistance or service provided by Highlands IT in relation to Products and their use or application is given in good faith but is provided without liability or responsibility on the part of Highlands IT and without intention that Customer should rely thereon.

10. Limitation of Liability

10.1 Any provision of these Terms that excludes any terms, conditions or warranties, or limits the liability of a party will apply only to the extent permitted by law and these Terms will be construed subject to such terms, conditions, warranties and limitations.

10.2 Subject to clause 10.1, where any terms, conditions or warranties are implied by law into these Terms which the law expressly provides may not be excluded, restricted or modified, or may be excluded, restricted or modified only to a limited extent, the liability of Highlands IT to Customer under such implied terms, conditions or warranties is limited, at the option of Highlands IT, to the repair or replacement of goods, or payment of the cost of repairing or replacing the goods.

10.3 Except as expressly provided in these Terms, to the extent permitted by law, Highlands IT will have no liability to Customer, however arising and under any cause of action or theory of liability, in respect of special, indirect or consequential damages, loss of profit (whether direct or indirect) or loss of business opportunity.

11. Indemnities

11.1 Customer releases and indemnifies Highlands IT, its related bodies corporate, and their respective officers, employees, consultants and agents from and against all actions, claims, proceedings and demands (including those brought by third parties) which may be brought against it or them, whether on their own or jointly with those indemnified, and whether at common law, in equity or pursuant to statute or otherwise, in respect of any loss, death, injury, illness or damage (whether personal or property, and whether direct or consequential, including consequential financial loss) arising out of a breach of Customer’s warranties or obligations contained in these Terms, and from and against all damages, reasonable costs and expenses incurred in satisfying, defending or settling any such claim, proceeding or demand.

12. Default

12.1 If an Insolvency Event occurs in relation to Customer any other event occurs which gives Highlands IT reasonable grounds for doubting the credit of Customer, Highlands IT may by notice to Customer, at its option and without prejudice to any other right it may have, suspend or terminate a Contract or require payment before or on delivery of the Products (notwithstanding the terms of payment applicable to the Products), or cancel any undelivered or uncompleted Products under a Contract, and may retain any monies paid by Customer in relation to the Contract and apply such monies against any loss or damage incurred by it in relation to the default by Customer.

13. Force Majeure

13.1 Neither party will be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) if such delay is due to Force Majeure.

13.2 If a delay of a party to perform its obligations is caused or anticipated due to Force Majeure, the performance of that party’s obligations will be suspended.

14. Confidentiality

14.1 These Terms and the provisions of all Contracts are confidential and must not be disclosed by Customer to any third party without Highlands IT’s prior written consent unless such disclosure is required by law (other than section 275(1) of the PPSA).

14.2 The parties agree that the provisions of this clause 14 amount to a “confidentiality agreement” referred to in section 275 (6) of the PPSA.

14.3 The restrictions contained within this clause 14 do not apply to any of these Terms or provisions of Contracts that Highlands IT has itself placed in the public domain.

15. Privacy

15.1 Highlands IT has a published Privacy Policy which is incorporated into these Terms by reference and can be viewed at http://www.highlandit.com.au/home

16.2 Highlands IT’s collection and use of your personal information may for purposes including:

(a) to process and administer your dealings as a customer, including assessing your credit worthiness;

(b) to provide you with the Products and services you have requested and assisting you with further relevant information including Product related information ; and

(c) to administer the transactions contemplated by the Terms.

15.3 Highlands IT will generally:

(a) use personal Information provided to it for the purposes relating to the terms of this agreement;

(b) use personal information collected by it in accordance with its Privacy Policy and the Privacy Act 1988 (Cth) (the “Privacy Act”); and

(c) not sell, trade, give or pass on to any third party any personal information unless such a disclosure is contemplated by and directly related to the purpose outlined by the terms of this Agreement, or the Customer consents to such a disclosure or such disclosure is required to do so by law.

15.4 Customer therefore authorises Highlands IT to disclose Customer’s personal information to third party contractors and service providers that assist Highlands IT operate its business and assist Highlands IT fulfil the terms of this agreement such as contractors and service providers involved in services including but not limited to the processing of orders, order fulfilment and the collection of outstanding debts.

15.5 By entering into this agreement Customer:

(a) acknowledges that it has read Highlands IT’s Privacy Policy and consents to the terms thereof.

15.6 Customer warrants that it shall comply with the provisions of the Privacy Act and shall not (as far as practicable) knowingly do anything or permit anything to be done which might lead to a breach of any such legislation.

16. On-site Service

16.1 Duration & charging

For services that we provide to you on-site, please note that:

(a)   a one-hour minimum duration applies;

(b)   further charging is in half hour blocks;

16.2 Your on-site service obligations

(a)   You must ensure that a person of at least 18 years of age is present for the duration of the provision of on-site services.

(b)   You must provide our technicians who provide on-site services with:

access to the areas of your premises necessary to provide services;

access to your computer;

a safe working environment and working space; and

electrical power and internet access (where applicable).

(c)   If the services involve the installation of software, then you must provide our technicians with the installation disks for your operating system or software along with a product key for this software.

(d)   You must back up all software, data and files that are stored on your computer and/or on any other storage devices you may have prior to the arrival of the Highlands IT technician.

17. General

17.1 Customer must comply with all applicable laws, regulations, industry standards and codes of conduct in Australia and any other relevant jurisdiction in relation to all matters contemplated (whether expressly or implicitly) by these Terms.

17.2 In these Terms and any Contract, unless the contrary intention appears:

(a) a person includes a corporation, unincorporated association, partnership, joint venture or public, statutory or governmental association or agency;

(b) a statute or regulation includes an amendment, replacement or re-enactment of that statute or regulation;

(c) a reference to dollars is to Australian Dollars;

(d) the word “including” and similar expressions are not words of limitation;

(e) a reference to conduct includes any omission and any statement or undertaking, whether or not in writing; and

(f) where an act is to be performed on a day that is not a Business Day, the act will be required to be performed on the following Business Day.

17.3 Any notice in connection with these Terms or any Contract will be deemed to have been duly given when made in writing and delivered or sent by post or email to the party to whom such notice is intended to be given, at the address of that party in the Contract or to such other address as may from time to time be notified in writing to the other party.

17.4 If any provision of these Terms is invalid, illegal or unenforceable, these Terms take effect (where possible) as if they did not include that provision.

17.5 Any failure by Highlands IT to insist upon strict performance by Customer of any provision in these Terms will not be taken to be a waiver of any existing or future rights of Highlands IT in relation to the provision.

17.6 Customer must not assign or otherwise deal with its rights or obligations under these Terms or a Contract without the prior written consent of Highlands IT.

17.7 These Terms and Contracts are governed by the laws of New South Wales, Australia. The parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

17.8 These Terms (together with the Contracts) contain the entire agreement of the parties with respect to its subject matter and may only be amended in writing.

17.9 These Terms do not create a relationship of agency, partnership, joint venture or employment between the parties. Neither party has any authority to act for or incur any liability or obligation on behalf of the other party in any manner. 17.10 The parties agree that subject to the provisions of these Terms, the United Nations Convention on Contracts for the International Sale of Goods adopted at Vienna, Austria on 10 April 1980 do not apply to the supply of Products under these Terms.