Call 1800 803 755
“Business Day” means a day which is not a Saturday, Sunday or a public holiday in New South Wales.
“Customer” means the person or legal entity identified in Gen-i ’s invoice.
“Gen-i” means Gen-i Australia Pty Limited.
“Hardware” means all procurement services supplied by Gen-i to the Customer, including any item of hardware, equipment and OEM software (if any) purchased under this Agreement from Gen-i.
Orders can be placed as per the Order Process detailed in Part A of this Agreement (“Ordering System”) on these terms and conditions. Gen-i reserves the right in its sole discretion to remove Customer access to the Ordering System at any time.
If the Customer makes subsequent orders through the Ordering System then this Agreement shall apply to each such item and subsequent order as if, and on the basis that, a separate agreement (on identical terms) had been entered into in respect of that order.
Gen-i may provide secure password controlled access to the Zeus eProcurement Ordering System. The Customer is solely responsible for selecting a suitable password and protecting that password. Any disclosure by the Customer of its password to any party will be at the sole risk of the Customer. Gen-i shall not be obliged to verify the identity of any user of the Ordering System if a valid password is provided.
An order will not be deemed to be accepted by Gen-i until acceptance of the order has been confirmed in writing by Gen-i to the Customer. Any order received after 2pm on a Business Day is deemed to have been received on the next Business Day.
The Customer acknowledges that an order placed by the Customer will constitute an irrevocable offer by the Customer to purchase the goods and services referred to in that order on the terms of this Agreement.
Upon acceptance of any order, Gen-i, or its appointed contractor shall deliver and install (if applicable) the Hardware as soon as reasonably possible or as agreed between the parties.
Any dates quoted by Gen-i for the delivery of the Hardware are approximate only and shall not form part of the Agreement. Gen-i shall not be liable for any delay in delivery of the products and/or services, howsoever caused.
If requested by the Customer, Gen-i or its appointed contractor shall install the Hardware during normal working hours. The Customer shall prepare the site and provide reasonable cooperation and all necessary access to allow for the installation of the Hardware in accordance with Gen-i installation specifications.
All prices displayed on the Ordering System are the then current prices available to the Customer to purchase the Hardware.
Prices provided to the Customer through the Ordering System are specific to the Customer and Gen-i may offer different prices to other customers of Gen-i. All Prices are subject to change without notice subject to any order that has already been accepted by Gen-i from the Customer under 2.4 above.
The Customer shall be invoiced the price of the Hardware upon acceptance of any order. The Customer shall pay in addition to the invoiced price all applicable shipping and handling charges, taxes and duties as stated in the invoice.
All prices provided to the Customer are estimates only until an order is accepted by Gen-i. Gen-i reserves the right to change any prices prior to acceptance of the order under 2.4 above.
All amounts payable under the Agreement are stated as exclusive of GST. An additional amount will be added to each invoice for any applicable GST.
If GST is payable, or notionally payable, on a supply made under or in connection with this Agreement, the Customer must pay as additional consideration an amount equal to the amount of GST payable, or notionally payable, on that supply (the "GST Amount"). Subject to the prior receipt of a tax invoice, the GST Amount is payable at the same time that the other consideration for the supply is provided. This clause does not apply to the extent that the consideration for the supply is expressly stated to be GST inclusive or the supply is subject to reverse charge.
Where any indemnity, reimbursement or similar payment under this Agreement is based on any cost, expense or other liability, it shall be reduced by any input tax credit entitlement, or notional input tax credit entitlement, in relation to the relevant cost, expense or other liability.
If an adjustment event occurs in relation to a supply under or in connection with this Agreement, the GST Amount will be recalculated to reflect that adjustment and an appropriate payment will be made between the parties.
This clause will continue to apply after expiration or termination of this Agreement.
Unless the context requires otherwise, words used in this clause that have a specific meaning in the GST law (as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth)) shall have the same meaning in this clause.
Unless other terms are stated on an invoice, payment for the Hardware shall be made by the 20th of the month following receipt of an invoice from Gen-i.
The Customer shall pay all charges as specified in the Customer invoice. Gen-i may charge interest at 2% per month on any amounts remaining unpaid after the agreed term for full payment (both before and after judgement).
Subject to clause 2, when the Customer places an order through the Ordering System this Agreement shall be effective and binding on Gen-i only upon Gen-i’s confirmation of acceptance of the order.
Risk of loss or damage to the Hardware shall pass to the Customer on delivery. Title to the Hardware (excluding any software) shall pass to the Customer on the payment of all amounts due in respect of the supply of the Hardware. Until title passes, the Customer shall not remove the Hardware or allow the Hardware to be removed from Australia or, if installed, from the address to which it is installed. [Until title passes, and upon possession of the Hardware, the Customer shall also ensure that the Hardware is kept fully insured. Should the Customer fail to pay any amounts due to Gen-i within the agreed period or the Customer is insolvent in the opinion of Gen-i, and still owes money to Gen-i, the Customer herewith gives Gen-i or its appointed agents permission to enter the Customer’s premises (whether occupied by the Customer as proprietor, tenant or otherwise) to recover the Hardware.
Any software provided is subject to the terms and conditions of the licence agreement relating to that software. The Customer acknowledges its obligations to abide by such licence agreements. The Customer acknowledges that Gen-i does not warrant any software under these Terms and Conditions. In addition to any rights the Customer may have under statute, all software is warranted in accordance with the license agreement that governs its use.
All rights, title or interest in respect of the intellectual property rights in the software (including any improvements) remain with the licensor of the software at all times.
The Customer is fully responsible for the proper operation and use of the Hardware and holds Gen-i harmless from and against all loss, liability or damage to any other person or property arising from the use, failure or breakage of the Hardware.
The warranty for the Hardware is strictly as per manufacturer’s warranty. To the maximum extent permitted by law, Gen-i excludes all terms, conditions and warranties apart from those expressly set out in this Agreement. If any term, warranty or condition is implied by law into this Agreement and cannot be excluded but may be limited, Gen-i’s liability for breach of any such term, condition or warranty (including without limitation to any person claiming through the Customer) is limited if permitted by law and at Gen-i’s option to: (I) in respect of goods: (a) the replacement of the goods or the supply of equivalent goods or the payment of the cost of having the goods replaced; or (b) the repair of the goods or the payment of the cost of having the goods repaired; and (II)in respect of services: (c) the supply of the services again; or (d) the payment of the costs of having those services supplied again.
The Customer is liable for the cost of repair or replacement of any Hardware not covered by warranty. The current time, material and service rates for out of warranty repairs will be as advised to the Customer at the time of requesting a repair.
Gen-i will use reasonable endeavours to meet any specified targets. Gen-i does not warrant specified targets or that the Customer’s use of the Ordering System will be uninterrupted or error free.
Gen-i may revise and/or discontinue the availability of Hardware or parts at any time without notice if the manufacturer of the Hardware advises Gen-i of the unavailability of some or all of the Hardware. In such instances Gen-i may replace the Hardware with revised or updated Hardware or parts from the manufacturer provided the Hardware has the functionality and performance of the Hardware ordered. The Customer accepts this may result in differences between the specification of the Hardware delivered to the Customer and the specification of Hardware ordered.
The Customer acknowledges that any repair facilities and parts for the Hardware are provided by the manufacturer not Gen-i and subject to the manufacturer’s warranty supplied with the Hardware. In the event of a defect arising during the warranty period Gen-i will: (a) notify the manufacturer of the Hardware of any defect notified by the Customer; and (b) request the manufacturer to repair or replace any defective Hardware.
Gen-i will use its best endeavours to meet any target specified in respect to the services supplied to the Customer. If for any reason Gen-i is unable to meet these targets it will discuss with the Customer a new target.
Gen-i’s aggregate liability in respect of all claims shall not exceed the lesser of the purchase price of the affected Hardware and the loss or damage suffered (determined in accordance with the principles of common law). Gen-i and the Customer agree that Gen-i will not be liable for Hardware not being available for use, or for data or software which is lost, corrupted, deleted or altered. To the extent permitted by law, neither party shall have any liability to the other for indirect, incidental, special or consequential loss of any kind or for any loss of business, loss of revenue, loss of profit, loss of goodwill, loss of savings or anticipated savings. Gen-i accepts no responsibility for failure of, defects in, or damage caused by, any third party materials provided by any person other than Gen-i.
Neither party will be liable for delay in performing obligations or for the failure to perform obligations if the delay or failure results from any of the following (whether happening in Australia or elsewhere) Force Majeure events: Act of God, refusal of licence (including refusal or revocation of any service provider consent in respect of data communications Hardware) any Government act, fire, explosion, accident, industrial dispute, or any act which was beyond the reasonable control of that party.
This contract is not assignable by the Customer to any other party without the prior written approval of Gen-i. Gen-i may assign its interest in this Agreement or the Hardware.
If this Agreement relates to more than one piece of Hardware then the Agreement shall be deemed to be a separate and severable agreement for each piece of Hardware so specified.
The Customer has inspected the Hardware (or a sample of Hardware) and enters into this Agreement in reliance solely upon such inspections and upon the Customer’s own skill and judgement as to the quality of the Hardware and fitness of the Hardware for the Customer’s purpose.
No modifications or amendment of this Agreement (except by Gen-i under clause 22) or any waiver of its Terms and Conditions shall be effective unless in writing and signed by both parties. Any forbearance, indulgence or delay in enforcing any right or remedy shall not be deemed a waiver or in any way prejudice any right or remedy of Gen-i in respect of this Agreement.
Where the Customer has an existing Master Services Agreement or Gen-i Business Agreement to the extent that those terms are relevant and not inconsistent with these Terms, those terms shall be deemed incorporated into this Agreement.
This Agreement constitutes the entire agreement between Gen-i and the Customer regarding its subject matter. There are no oral or collateral representations, statements, conditions or warranties of any kind. Gen-i may in its sole and absolute discretion alter these terms and conditions at any time. Changes shall take effect immediately upon the Terms and Conditions being posted on the Ordering System site.
The Customer authorises Gen-i to contact any credit agency, referee or any other source (each a "source") to obtain, check, dispose of or exchange information (both now and in the future) in connection with this Agreement and any matters arising out of it. The Customer acknowledges that by signing this Agreement the Customer is authorising each source to provide Gen-i with any information about the Customer which it may require in connection with this Agreement. Gen-i may collect information from the Customer or from a credit provider or credit reporting agency. Gen-i will comply with all relevant privacy laws (including the Privacy Act 1988 (Cth)) in providing the Customer with access to the Customer’s Personal Information (as defined in the Privacy Act) and in handling the Customer’s Personal Information. Unless Gen-i is advised in writing by the Customer promotional material may be sent to the Customer from time to time.
The Customer declares that any goods or services supplied under this Agreement are supplied wholly or predominantly for business or investment purposes (or for both purposes).
This Agreement is governed by the laws of New South Wales. The Customer submits to the non-exclusive jurisdiction of courts exercising jurisdiction there in connection with matters concerning this Agreement.
Register today to gain access to the Gen-i e-procurement portal or if you would like to be set up for a free trial.
Click here >>
*All fields are mandatory