BlueFire - A Dimension Data Company

TERMS AND CONDITIONS
FOR THE SUPPLY OF GOODS AND SERVICES BY BLUEFIRE CORPORATIONS PTY LTD

DEFINITIONS
“Customer” means the company, firm or parson to whom the products or services are provided
"BlueFire” means BlueFire Corporation Pty Limited
"Goods” means the goods described in the quotation.
"Services" means the services described in the quotation.

ACCEPTANCE OF ORDER
A binding agreement shall only come into existence between BlueFire and the Customer for the Goods and Services specified in the quotation when an order accepting this quotation has been received and accepted by BlueFire.

The terms and conditions specified herein shall apply to every supply of the Goods and Services specified in this quotation between BlueFire and the Customer.

In the event of an inconsistence between the terms and conditions contained here and any other agreement between BlueFire and the Customer, these terms and conditions shall prevail.

PRICE
Unless otherwise specified in writing, the price quoted herein does not include any taxes, duties and fees including goods and services tax (GST), stamp duty and sales tax, charges for freight, packaging, customer clearance charges, any import surcharges and any other charges for any special requirements by the Customer. The price quoted herein is for the Goods and Services specified only and subject to the addition of any such applicable taxes, charges and surcharges.

BlueFire reserves the right to vary any price given in this quotation prior to the acceptance of the order by BlueFire.

DELIVERY AND ACCEPTANCE
Unless otherwise agreed in writing, the method or delivery of Goods shall be at the sole discretion of BlueFire.
Unless otherwise specified in writing, All Goods and Services shall be delivered to the address specified by the Customer in writing within a minimum of fourteen (14) days of the date on which the Goods are due to be dispatched. BlueFire will make every reasonable effort to deliver within the time specified but not be liable for any delay in delivery.

BlueFire shall not be liable to the Customer for any loss or damage of any kind whatsoever (whether direct or consequential) suffered by the Customer by reason of Force Majeure i.e. any cause not within the control of BlueFire and/or its third party suppliers. Force Majeure includes, without limitation, acts of God, fires, floods, war, strikes, riots, trade disputes, any dispute whatsoever relating to or arising out of the Goods or Services to be supplied hereunder, the imposition of any import or export restrictions, any dispute with the Australian Custom Service or other similar authority, shipping delays and any circumstance beyond the reasonable capital of BlueFire and/or its suppliers. In the event of Force Majeure the delivery date shall be extended by the duration of the Force Majeure period. BlueFire shall not be liable for failure to give notice of the existence of Force Majeure.
Acceptance of Goods by the Customer shall be deemed to have taken place at the expiration of one working day from the date the Goods were delivered to the Customer.

TERMS OF PAYMENT
Unless otherwise agreed in writing by BlueFire, payment for Goods supplied shall be made in full upon delivery to the Customer’s address.

BlueFire reserves the right to place orders on hold until previous outstanding accounts have been settled. If the Customer fails to pay for any Goods or Services within the above-mentioned time, BlueFire reserves the right to charge interest on any outstanding balances at the rate of sixteen percent (16%) per annum.
The provision of credit and/or the continued provision of credit by BlueFire to the Customer from time to time shall be in the absolute discretion of BlueFire. BlueFire may in its absolute discretion:

Extend credit to the Customer; or
Continue to extend credit to the customer; or
Extend and/or continue to extend credit to the Customer subject to the provision of security in a form acceptable to BlueFire; and/or
At any time and from time to time vary or cancel the credit facility available to the Customer.

RISK
Unless otherwise slated in writing, risk in all Goods supplied to the Customer remains with BlueFire only up to the lime of despatch. After despatch, risk of loss or damage to the Goods of any kind whatsoever and any loss or damage (direct or consequential) arising out of or related thereto shall be borne by the Customer, and the Customer shall be responsible for obtaining adequate insurance effective from the time risk passes.
If the despatch of Goods is delayed at the request of the Customer, the Goods shall be at the risk of the Customer as from the date the request was made and the Customer shall be liable for costs incurred by BlueFire in storing, holding and/or insuring the Goods thereafter provided that BlueFire shall be under no obligation to insure such Goods from the time risk passes.

Without derogating from the above said, title of the Goods provided by BlueFire to the Customer shall remain with BlueFire until such time that the Goods, and all related Services, have been paid for in full by the Customer to BlueFire.

In the event of the Customer not being able to pay for Goods within the above-mentioned terms, BlueFire is hereby irrevocably authorised to enter onto the premises of the Customer and re-possess the Goods and any other goods in the Customer’s possession the property which is vested in BlueFire.

LIEN
In addition to any lien to which BlueFire may be entitled by law or otherwise, in the event of the Customer's insolvency, bankruptcy or winding up BlueFire shall be entitled to a general lien on all property belonging to the Customer in the possession of BlueFire (even though such property or some of it may have been paid for) for all amounts owing to BlueFire by the Customer whether under the order relating to such property or any other order.

CANCELLATION
In the event of a cancellation of an order by the Customer, the Customer shall pay to BlueFire a reasonable surcharge which shall include but not be limited to:

10% of the amount of the order cancelled; and
Any other special fees incurred by BlueFire due to the cancellation of the order by the Customer.

In the event the Customer is placed in liquidation, bankruptcy or execution is levied against any property of the Customer, BlueFire may at its sole discretion, cancel any outstanding orders or terminate any Agreement arising from this quotation and claim the above cancellations charges from the Customer.

LICENCE
Any software Goods (including related documentation) to be supplied and licensed hereunder and any related support Services to be supplied hereunder shall be the subject to a separate license and/or support agreement, a copy of which will be delivered to the Customer together with the Goods and/or Services.

CONNECTIVITY AND COMMUNICATION SERVICES
Any connectivity or communication Services are supplier by BlueFire as a reseller and may include additional terms and conditions imposed by a third party carrier. Such terms and conditions are hereby incorporated by reference and considered part of this agreement.

Customer hereby acknowledges and agrees that unless otherwise specified by BlueFire in writing, all connectivity or communication Services are provided for a minimum period of 36 months from the date of activation of the Service. Any termination prior to such period shall attract termination charges.

INTELLECTUAL PROPERTY RIGHT
Notwithstanding anything to the contrary herein, all intellectual and industrial property rights including copyrights, patents, trade marks and design rights relating to or arising from any of the Goods and/or Services to be supplied hereunder are and shall remain the property of BlueFire or where applicable, the property of the applicable third party vendor.

WARRANTIES & LIABILITY
Any hardware or software goods supplied to the Customer are warranted against defect according to the terms of the warranty as set out by the relevant third party vendor. Please refer to the warranty documentation supplied for full details of inclusions and exclusions of your warranty.

The Customer acknowledges that any Software supplied hereunder has not (unless otherwise specified in writing) been prepared to meet the Customer's individual requirements and that therefore is the responsibility of the Customer to ensure that the functionality of the software ordered meets the Customer's requirements.

For Goods that are limited to a computer system assembled by BlueFire and sold to the Customer, such computer system is warranted against defect as per the provision set out in the warranty form provided upon delivery. All peripherals are warranted against defect according to the terms as set out by the manufacturer. Peripherals are defined as all items external to the main computer casing – excluding the keyboard, mouse and monitor. A complete warranty certificate is supplied with each computer system sold. Please refer to this for full details of inclusions and exclusions of your warranty.

BlueFire shall not be liable to the Customer or to any other person whomsoever for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the Goods and Services (or any of them), parts of the Goods, or otherwise, other than as expressly imposed by statute in terms of which it is not possible to limit or exclude liability.

The sole liability of BlueFire for any loss as is contemplated by the above sub-clause shall be limited to the price or license fee or other sums paid by the Customer to BlueFire for the Goods or Services from which such loss or damager directly arose.

BlueFire expressly disclaims any and all warranties and representations of any kind or nature with respect to the Services, whether expressed or implied, including any implied warranties of merchantability or fitness for particular purpose, non-infringement, title, or otherwise. BlueFire does not warrant that the performance of the Services will be error free, free of unintended consequences, or fully comprehensive.

BlueFire will not be responsible for any errors or defects in the Services. Where a defect or an error in the Services has been identified, the Customer shall;

promptly notify BlueFire; and
provide BlueFire with full details of the nature of the defect or error with documented examples
BlueFire shall then, at its sole expense, use reasonable efforts to remedy the defect or error or create a work-around. The foregoing states BlueFire's sole liability and responsibility with respect to any defects or errors in the Services.

BlueFire's total and cumulative liability to the Customer is respect of all loss and damage shall be limited to refunding lo the Customer an amount equal to the total price paid by the Customer to BlueFire for the Services.
For the purposes of this clause “liability” shall mean all liability whatsoever (including in contract, tort, under statute and otherwise) howsoever arising (including from all acts and omissions, whether negligent or otherwise).
BlueFire shall not be liable to the Customer (whether in contract, tort, under statute or otherwise) in respect of any indirect, special, incidental, punitive or consequential loss or damage (including lost profits or saving) however arising (whether from any act or omission and whether negligent or otherwise) even if it has been advised of their possible occurrence.

If the Trade Practices Act 1974 or any other Act of Parliament (whether Commonwealth, State or Territory) implies into this Agreement any term, condition or warranty which cannot be excluded, restricted or modified then such term, condition or warranty shall be included in this Agreement. However, BlueFire's liability for any breach of such term, condition or warranty (other than one implied by Section 69 of the Trade Practices Act or any corresponding provision in any other Act of Parliament) shall be limited in the manner permitted under such legislation.

CHANGES, CANCELLATIONS AND RETURNS
In the event that, following acceptance of this quotation, the Customer wishes to change any order for Goods or Services to be supplied by BlueFire, then the Customer shall provide BlueFire with the full written details the required changes including any further information reasonably required by BlueFire. BlueFire may, at its sole discretion, submit a new quotation or decline to do so. Where the Customer rejects a new quotation or BlueFire declines to submit a quotation, the original Agreement between the parties for the supply of the Goods and/or Services shall remain unchanged.

Under most circumstances, sales are final and no product returns are accepted. However, product returns may be considered if the following applies:

All product returns MUST be authorised in writing by BlueFire;
Must be within 7 days of original invoice date;
Must be a regularly stocked item; and

Must be unused and sealed, in its original packaging and in a 100% saleable condition.
Refund is only given in the form of a credit. Due to licensing requirements, unfortunately, no software returns accepted.

WAIVER
Failure or neglect by BlueFire to enforce at any time the provisions hereof shall not be construed nor shall be deemed to be a waiver of BlueFire’ rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice BlueFire’s right to take subsequent action.

SEVERABILITY
In the event that any or any part of these terms, conditions or provisions shall be determined invalid, unlawful or unenforceable to any extent such terms, conditions or provisions shall be severed from the remaining terms and conditions which shall continue to be valid and enforceable to the fullest extent permitted by the law.

APPLICABLE LAW
This Agreement is governed by the laws in force in the State of New South Wales Australia, and each party submits to the non-exclusive jurisdiction of the Courts of that State and the Commonwealth of Australia.