Terms & Conditions of Sale
Standard Terms and Conditions of Sale
1. Entire Agreement
The contract is comprised of:
- LogiCamms’ proposal;
- these Standard Terms and Conditions; and
- any other document signed by the parties or expressed to be forming part of this contract,
The parties warrant that in entering into this Contract they have not relied upon any prior oral or written representation or warranty which is not expressly included in the Contract.
In the event of there being any ambiguity, discrepancy, or inconsistency of any nature between the documents comprising the Contract, the order of precedence to be applied to resolve the ambiguity, discrepancy, or inconsistency is the order in which the documents are listed above.
Unless otherwise stated, all monetary amounts stated in this Contract are exclusive of the GST. Any GST amount which may be required to be paid is to be paid to LogiCamms in addition to the relevant monetary amount otherwise stated in the Contract.
3. Payment Terms
LogiCamms is entitled to submit a claim for a progress payment on the last business day of each calendar month in respect of the goods and services supplied. Payment to LogiCamms of the claimed amount is to be made within 30 days of receipt of the claim for a progress payment.
LogiCamms is to be provided with such site access or other access as it may reasonably require to supply any goods and services.
5. Extension of Time
LogiCamms is entitled to an extension of time to any date by which it is required to supply any goods or services equal to the period of any delay which it may suffer arising from, or in any way connected with, any action or inaction of any entity other than LogiCamms. This entitlement to an extension of time applies despite any delay or failure to provide any notice to any other party or entity which may otherwise be required under the other documents forming part of the Contract.
6. Liquidated Damages
Any amount of liquidated damages which may be payable by LogiCamms is capped at a maximum aggregate amount equal to 5% of the total amount payable to LogiCamms under the Contract.
7. Limitation of Liability
Notwithstanding any other clause or statement in any of the documents forming part of the Contract, LogiCamms’ maximum aggregate liability under or in any way connected with the Contract (including, without limitation, any liability for any claim at common law (including, without limitation, breach of contract, and negligence), in equity, or under statute) is limited to the greater of:
- the cost of:
a) resupplying the services (if any) supplied under the Contract; and
b) replacing the goods (if any) supplied under the Contract; or
- the amount recovered by LogiCamms pursuant to any policy of insurance maintained pursuant to this Contract;
Notwithstanding any other clause or statement in any of the documents forming part of the Contract, and to the fullest extent permissible at law, neither party will in any event whatsoever be liable to the other party for any Consequential Loss.
In this clause ‘Consequential Loss’ means any consequential, indirect, special, exemplary, or punitive damages, including any loss of production, loss of revenue, loss of profit or anticipated profit, loss of business reputation, business interruptions of any nature, loss of opportunities, loss of anticipated savings or wasted overheads.
This clause survives termination of the Contract.
8. Intellectual Property
Any intellectual property created by or as a result of the supply of any goods and services under the Contract (“Created IP”) is and remains the property of LogiCamms. LogiCamms grants the Principal a non-exclusive, royalty-free, perpetual, and non-transferrable licence to use the Created IP for the purposes of enjoying the benefits of the Contract.
LogiCamms will maintain for the duration of this Contract the following insurances:
- public liability insurance, in the amount of $20,000,000 any one occurrence;
- professional indemnity insurance, in the amount of $10,000,000 any one claim and limited to $20,000,000 in the aggregate for all claims; and
- workers’ compensation insurance, as required by law.
In addition to any statutory warranties, LogiCamms provides a warranty in respect of all goods and services supplied for the period of 12 months following completion of the supply of the goods and services. If there are any defects or omissions with the goods and services during the warranty period, LogiCamms must be provided with a reasonable opportunity to rectify or complete any such goods and services.
11. Risk and Security Interest in Property
Risk in any goods to be supplied transfers from LogiCamms to the Principal upon delivery of the relevant goods to the place specified for delivery in the Contract, however until payment in full is received by LogiCamms in respect of all goods supplied under the Contract, LogiCamms remains the sole and absolute owner of the goods supplied. At all times prior to LogiCamms’ receipt of payment in full for all relevant goods, LogiCamms has a ‘security interest’ (as that phrase is defined in the Personal Properties Securities Act 2009) in the relevant goods supplied.
12. Variation of Terms
These Standard Terms and Conditions may only be varied in writing signed by the parties or their relevant representatives.
Any waiver of any right or obligation under the Contract can only be done in writing signed by the relevant party. No action, other than an action to waive in writing any right or obligation, or inaction by LogiCamms will constitute any waiver of any right or obligation under the Contract.
If any part of these Standard Terms and Conditions is held to be invalid, unlawful, or unenforceable in any way and for any reason, these Standard Terms and Conditions will continue to apply to the fullest extent possible save and except for the part which is held to be invalid, unlawful, or unenforceable.
The Principal will not employ, or solicit or entice to employ, any employee of LogiCamms for the period of 12 months following completion of the supply of the goods and services. This clause will not apply if the relevant employee is responding to a position publicly advertised by the Principal.
The parties are to treat all information obtained under, or in relation to, the Contract as confidential. The obligation of confidentiality does not apply to the extent that any disclosure is required by law or by a stock exchange listing rule, if the information is otherwise in the public domain, or as agreed to in writing between the parties.
Either party is entitled to immediately terminate the Contract by the giving written notice in the following circumstances:
- if any other party fails to comply with any of its obligations under the Contract and, in the event that the failure is capable of being rectified, fails to remedy the failure to comply within 14 days of receipt of written notification of the default; or
- if any other party is insolvent, becomes bankrupt, or becomes subject to any official management, receivership, liquidation, voluntary administration, winding up, or external administration.
18. Applicable Law
The Contract is governed by the laws of Queensland. The parties irrevocably elect to accept the jurisdiction of the Queensland Courts (including all Federal Courts), and to commence any proceedings in such Courts.
Document reference: LCM-CM-TEM-0001 Standard Terms and Conditions of Sale REV 2