ERICOM PTY LTD STANDARD TERMS AND CONDITIONS

1. DEFINITIONS
The “Company” means Ericom Pty limited ABN 11 070 942 871
The “Purchaser” means the party to whom this Contract is addressed or the party that accepts an offer
from Ericom Pty Ltd, to supply services.
The “Contract” means the/this offer by the Purchaser to purchase Equipment or services as set out in
this contract, of which the Standard Terms and Conditions of the contract form a part.
The “Equipment” means items of equipment which are described in the contract and which the purchaser
offers to purchase.
“Manufacturer’s Warranty Period” means the period of the manufacturer’s warranty (if any)
specified by the manufacturer.
The “Price” means the price specified in this Contract for the purchase of Equipment, and including
equipment, services and labour.
The “Site”‘ means the address and location of installation of the Equipment as specified in this contract.

2. SALE OF EQUIPMENT
2.1. The Company agrees to sell the Equipment to the Purchaser and the Purchaser agrees to
purchase the equipment from the company upon the terms and subject to the conditions of
this contract.

3. ORDERS
3.1 The Company shall not be bound to supply to the purchaser any order for the Equipment,
services or labour made pursuant to this contract until such time as the purchaser provides
their official company purchase order or until the Company has accepted the order in writing.

3.2 The Purchaser may specify a delivery date and commissioning date for the equipment when
entering into this contract with the company. The company shall use its best endeavors to meet
delivery schedules but shall not be liable for any delays.

3.3 All orders are subject to the Companies “Assumptions and Inclusions” (separate document.

4. PRICE, VALIDITY, PAYMENT TERMS AND FINANCE
4.1. It is the Purchasers responsibility to declare in writing to the Company any financial
obligations the Purchaser may have that may be detrimental to any agreement for outright
purchase or finance of equipment from the Company i.e. existing rental or lease agreement on
existing equipment that a finance company has title to which requires a finance payout. It is
the Purchasers responsibility to comply with the terms and requirements of any financial
agreements that they may have in place.

4.2. All pricing provided by The Company is valid for 30 days unless otherwise stated in our written
offer and is subject to any variation in pricing at the time of order without prior written notice.

4.3. Unless specified differently in the order, the Price shall be due and payable by the Purchaser to
The Company. The purchaser is to indicate on their order which option they have agreed to. If
no option is given on the order then option A is the default agreement.
(Option A) 100% of the Contract value paid prior to commencement of work and delivery of
the Equipment.
(Option B) 60% of the value of the Contract as a deposit paid on order, 30% prior to
commencement of work and 10% paid upon Customer Project Acceptance Certificate being
signed. This balance is due independent of any 3rd party deliverables or Network Services (i.e.
Telstra) which may be outstanding.

4.4. If delivery is delayed by the Purchaser for any reason, 90% of the value of the Contract shall
be payable on the date the Equipment is available for delivery (as long as this date is on or
after the commissioning date specified by the Purchaser.) If no date was specified then
standard delivery times take precedent.

4.5. All monies due to the Company are to be paid to the Company, unless finance has been
arranged by the Purchaser, in which case all documents must be signed off and provided with
all monies due (i.e. first instalment) to be paid to the finance company according to terms and
conditions set out in a separate agreement with the finance company, prior to delivery of
Equipment to Purchaser or scheduling of preliminary project meetings and installation. It is
important to note that no equipment or services will be ordered until such time as the finance
company gives written approval for the finance agreement.

4.6. Urgent installations or late advice/change of payment terms (e.g. from cash to rental or lease)
must be secured by a deposit of 90% of the value of the Contract upon delivery of Equipment.
This deposit is refundable when the above financial requirements have been met.

4.7. The Purchaser agrees to pay interest on overdue accounts at the rate of 0.3 percent (%) per
day on the balance outstanding.

4.8. The Purchaser shall not cancel any order for the Equipment made pursuant to this Contract
without the Company’s prior written consent. The Company reserves the right to invoice the
Purchaser 20% of the value of the contract as a condition of consenting to cancellation of the
order by the Purchaser. Where the company cannot return the equipment for a restocking fee
then the Purchaser will be invoiced for the full price of the goods not returnable.

4.9. The Purchaser shall not return any item of the Equipment for credit or exchange without the
Company’s prior written approval.

4.10.The Price of the Equipment in this order will be held firm for the Purchaser provided that
delivery and commissioning dates are within 30 days of this Contract being entered into. Price
variations resulting from changes in taxes and duties subsequent to the Contract being
entered into are excluded from the operation of this Clause.

4.11.The Company reserves its right to render all or part of the Equipment inoperative if full
payment is not received on the due day of commissioning. The Purchaser acknowledges and
declares that it will not be entitled to make any claim whatsoever or howsoever arising against
the Company for any damages arising as a result of the Company rendering the Equipment
inoperative in the event of non-payment.

5. TELSTRA BUNDLE SALES
5.1. All necessary documents required by Telstra must be signed and provided to the Company for
submission to Telstra. Any delays in providing the required original signed documents to the
Company for approval by Telstra may cause delays in scheduling of work, delivery and
installation.

5.2. Any ordering, delivery of goods and scheduling of preliminary project meetings and installation
work cannot commence until Telstra’s financial requirements have been met and approved by
Telstra.

5.3. Urgent installations must be secured by a deposit of 100% of the total order value prior to
delivery or commencement of work or system cutover. This deposit is refundable when
Telstra’s financial requirements have been met.

5.4. Maintenance and Service charge is optional with outright purchase on the Purchasers phone
bill but mandatory for the term of rental or lease. Maintenance and Service for subsequent
years will be billed separately on an annual or monthly basis.

6. TELSTRA NETWORK SERVICES
6.1. The Company offer to order and arrange the provisioning and installation of any required
Telstra Network Services on behalf of the Purchaser such as equipment, exchange lines, ISDN,
Broadband, Data etc. All costs associated with Telstra services such as ongoing lease or rental,
service plans and installation are the responsibility of the customer.

6.2. These activities can only take place once the Telstra required documents provided by the
Company are checked and completed and signed by the customer and returned to the
Company and finally approved by Telstra.

6.3. It is the Purchasers responsibility to ensure that all of the information included in the Telstra
documentation is correct at the time of signing. The Company is not responsible for incorrect
information on documents signed and approved by the Purchaser.

6.4. Delivery and installation of Telstra Services and Equipment is subject to Telstra’s lead times
and is outside of the control of the Company and any payment owing to the Company or final
sign off cannot be withheld due to Telstra provisioning delays.

6.5. Any Telstra charges stated in our offering are subject to change without prior written notice
and are outside of the control of the Company and are the responsibility of the Purchaser to
ensure that they are correct at the time of order.

7. DELIVERY, INSTALLATION AND TRANSFER OF EQUIPMENT
7.1. The Company is not responsible for any equipment or software changes i.e. an equivalent
product than that proposed due to the manufacturer of the Equipment’s inability to supply
certain products such as handset types if certain models become obsolete.

7.2. The Company shall, during its normal business hours, deliver to, install and commission the
Equipment at the Site.

7.3. The Company may specify a delivery and commissioning date but this is given as an estimate
only and the Company does not guarantee or assume responsibility for failure to comply with
any such date and the Company shall not be liable for any such delay.

7.4. The Purchaser shall provide the correct TRC earth and power requirements specified by the
Company for the Equipment and shall be responsible in every respect for the cost of so
providing power and for the reliability of the power so provided.

7.5. The Purchaser shall be responsible for ensuring that all necessary connecting facilities have
been approved by Telstra.

7.6. Any Equipment sold by the Company shall be at the Purchaser’s risk as and from delivery to
the Purchaser or at the Purchaser’s direction, whether title has passed or otherwise. Upon
delivery (including prior to commissioning) the Purchaser shall be responsible for any loss or
damage to the Equipment howsoever arising. The Purchaser hereby agrees to indemnify the
Company for any loss sustained in any manner whatsoever by the Company in relation
thereto.

7.7. Transfer of Title and Property in the Equipment shall not pass to the Purchaser until payment
has been made in full by the Purchaser. The Company reserves the right to take possession of
and dispose of the Equipment as it sees fit at any time until full payment has been made and
the Purchaser hereby grants permission to the Company to enter upon any land or premises
where the Equipment is to do so and HEREBY APPOINTS the Company (and any duly
authorised nominee thereof) as the duly authorised attorney of the Purchaser for the purpose
of access to any land or premises where the Equipment is stored, installed or in operation.

7.8. Until payment is made in full the Purchaser agrees to keep all such Equipment as fiduciary for
the Company and to store them in a manner, which clearly shows the Company as owner.

7.9. Each part of the Equipment shall be deemed to be a chattel notwithstanding any affixation to
any premises.

7.10.If at any time prior to payment in full the Purchaser commits any breach of its obligations
hereunder or becomes bankrupt or commits an act of bankruptcy or calls any meeting of its
creditors or enters into any assignment for the benefit of or any composition or arrangement
with creditors or being a company if a petition is presented or an order is made or an effective
resolution is passed for its winding up or a meeting is called or convened for the purpose of
considering such a resolution or if a Receiver or Manager is appointed then the Company may
at its own option cancel the Contract and the Purchaser shall deliver up to the Company the
Equipment or such part thereof as has been delivered. The Company shall be entitled to retain
any deposit paid by the Purchaser for such Equipment.

7.11.The Company retains title to any and all software supplied with the Equipment including
documentation developed and revealed in sale or service of its goods. Copyright is similarly
retained and reproduction is expressly forbidden unless permission is given by the Company in
writing.

 

8. TRAINING AND SUPPORT
8.1. The Company shall use all reasonable commercial efforts to provide the Purchaser at the Site
with training in the use and operation of the Equipment as the company deems reasonable
and necessary. However, any training of operators or train the trainer of the Equipment shall

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