Terms & Conditions

1.1 Definitions
The following definitions are used hereafter in this document.
(a) “Customer”: refers to the person named in the Customer Credit Application;
(b) “Customer Credit Application” means the Customer credit application attached to these Terms and Conditions, including all relevant documents attached thereto;
(c) “Guarantor” means each director of the Customer if the Customer is a company or any other such person named as such in a Service Agreement or approved Customer Credit Application;
(d) “Insolvency Event” means when a party:
(i) stops or suspends payment of all or a class of its debts;
(ii) is insolvent within the meaning of section 95A of the Corporations Act;
(iii) must be presumed by a court to be insolvent by reason of section 459C(2) of the Corporations Act;
(iv) fails to comply with a statutory demand within the meaning of section 459F(1) of the Corporations Act;
(v) has an administrator appointed over all or any of its assets or undertakings or any step preliminary to the appointment of an administrator is taken;
(vi) any event occurs which, under the laws of any relevant jurisdiction, has an analogous or equivalent effect to any of the events listed above;
(e) “Price” means the price payable by the Customer to HIOD for the Products;
(f) “Products” means any goods supplied by HIOD to the Customer pursuant to these Terms and Conditions and/or the Service Agreement including but not limited to computer hardware and software products;
(g) “Purchase Order” means any request for Products or Services received by HIOD from the Customer;
(h) “Quote” means and quote for Products provided by HIOD to the Customer in response to a Purchase Order or otherwise;
(i) “Services” means any services provided by HIOD to the Customer pursuant to these Terms and Conditions and or the Service Agreement;
(j) “Service Agreement” means the most recent service agreement entered into between HIOD and the Customer, if any.
(k) “Terms and Conditions” means these terms and conditions of credit;
1.2 Interpretation
In these Terms and Conditions unless the context otherwise requires:
(a) a word denoting the singular includes the plural and vice versa;
(b) a reference to a thing is a reference to the whole or any part of it, and a reference to a group of things is a reference to any one or more of them;
(c) all references to “$” and “dollars” are to the lawful currency of Australia;
(d) specifying anything after the words “including”, “includes” or “for example” or similar expressions does not limit what else is included unless there is express wording to the contrary; and a
(e) headings are for convenience of reference only and do not affect interpretation.
(f) Terms used in these Terms and Conditions have the same meaning as under the Personal Property Securities Act 2009 (Cth).
(g) A reference in these conditions to a statute includes a reference to all enactments amending or consolidating the statute and to an enactment substituted for the statute and any subordinate legislation, including regulations
(h) In the event of any inconsistency between these Terms and Conditions and the Services Agreement, the Services Agreement shall prevail to the extent of the inconsistency.
(i) HIOD reserves the right to change, integrate or vary these Terms and Conditions from time to time, and the Customer acknowledges that it shall read these Terms and Conditions each time it receives a Quote from HIOD.
(j) If the Customer is the trustee of a trust, these Terms and Conditions bind the Customer in its own capacity and in its capacity of trustee of that trust.

2.1 Upon receipt of a Purchase Order or other request for Products from the Customer, whether by written order or otherwise, HIOD will issue a Quote for those Products.
2.2 Quotes shall remain open for acceptance by the Customer for 7 days, unless indicated otherwise in the Quote.
2.3 Written confirmation from the Customer of their acceptance of the Quote shall constitute an order for the Products outlined in the Quote in accordance with these Terms and Conditions.

3.1 The Price for the Products shall be the price specified in the Quote.
3.2 HIOD reserves the right to change the quoted Price in the event that the Customer’s order is varied.
3.3 At HIOD’s sole discretion, the Customer may be required to pay a deposit on the Price prior to the Products being supplied to the Customer.
3.4 The Customer must pay the Price for all Products in full no later than the terms and specifically indicated in the Customer Credit Application approved by HIOD, or where not specifically indicated in such approved the Customer Credit Application, within fourteen (14) days of the date of a valid tax invoice provided by HIOD to the Customer in relation to the Products.
3.5 The time for payment of the Price shall be of the essence of these Terms and Conditions.
3.6 The Customer must pay all money due to HIOD without deduction or set off.
3.7 Acceptance by HIOD of payment of a sum less than the full sum due to HIOD will not be an acknowledgment of payment in full or an accord and satisfaction and will not prejudice HIOD’s rights to recover the balance due or to pursue any other remedy in respect of any unpaid money.

4.1 Words or expressions used in this clause which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning in this clause.
4.2 Any consideration to be paid or provided for a supply made under or in connection with these Terms and Conditions, unless specifically described in these Terms and Conditions or the Quote as “GST inclusive”, does not include an amount on account of GST.
4.3 If a taxable supply is made pursuant to these Terms and Conditions, the Customer must pay the relevant amount for GST at the same time and in the same manner as they are required to pay the Price.

5.1 The Customer acknowledges that:
(a) All credit terms extended by HIOD to the Customer, are done so in HIOD’s sole discretion, and HIOD may reduce or revoke such credit terms at any time, for any reason by notice in writing to the Customer
(b) As a condition for the continued extension of credit, the Customer agrees to provide HIOD with current and updated credit information from time to time, including but not limited to the latest annual financial statement; and
(c) If the Customer is a company, each director of the Customer must provide HIOD with a and a personal guarantee and indemnity in the form reasonably required by HIOD from time to time.
5.2 The Customer warrants and represents to HIOD that:
(a) It has read and understand these Terms and Conditions and any Service Agreement it may have with HIOD;
(b) All information provided to the HIOD by the Customer as part of the Customer Credit Application is true and correct and not misleading;
(c) It is not the subject of an Insolvency Event;
(d) it will promptly and immediately inform HIOD of any change to the Customer’s financial position which would cause HIOD to alter of amend the credit terms offered to the Customer;
(e) The Customer shall give HIOD not less than fourteen (14) days prior written notice of any proposed change of control of the Customer, any change in the Customer’s company or trading name and/or any other change in the Customer’s address or contact details; and
(f) It will immediately advise HIOD in writing in the event of a breach of any of the warranties set out in these Terms and Conditions.

6.1 If the Customer defaults in payment of any invoice when due, the Customer shall indemnify HIOD from and against all costs and disbursements incurred by HIOD in pursuing the debt including legal costs on a solicitor and own client basis and HIOD’s collection agency costs.
6.2 Interest on overdue invoices shall accrue daily from the date when payment becomes due until the date of payment at the interest rate fixed from time to time by the Penalty Interest Rates Act 1983 (Vic) and such interest shall compound monthly.
6.3 Without prejudice to any other remedies HIOD may have, HIOD may suspend or terminate all or any part of any Purchase Order of the Customer which has not yet been delivered to the Customer, delay shipment of the Products to the Customer, cancel any existing or refuse to grant further credit terms to the Customer in the event that:
(a) the Customer is in breach of any obligation (including those relating to payment) under these Terms and Conditions; or
(b) the Customer is the subject of an Insolvency Event;
6.4 If HIOD suspends or terminates all or any part of the Customer’s order pursuant to clause 6.4:
(a) all amounts owing by the Customer to HIOD shall, whether or not due for payment, become immediately payable; and
(b) HIOD will not be liable to the Customer for any loss or damage the Customer suffers because HIOD has exercised its rights under that clause.

7.1 In this clause 7, a reference to the Customer includes a reference to any person(s) and/or entity(s) who agree to guarantee the obligations of the Customer and to assume liability for the Customer’s debts on a principal debtor basis
7.2 The Customer agrees that HIOD may obtain from a credit reporting agency a credit report containing personal credit information about the Customer in relation to credit provided by HIOD.
7.3 The Customer agrees that HIOD may exchange information about the Customer with those credit providers either named as trade credit references by the Customer or named in a consumer credit report issued by a credit reporting agency for the following purposes:
(a) to assess a Customer Credit Application by the Customer; and/or
(b) to notify other credit providers of a default by the Customer; and/or
(c) to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit providers; and/or
(d) to assess the credit worthiness of the Customer.
7.4 Information collected can include details of the Customer’s credit history, credit standing and credit capacity and may also be exchanged with other credit providers as allowed under the Privacy Act 1988 (Cth).
7.5 In the event of default by the Customer under these Terms and Conditions and/or the Service Agreement, HIOD may disclose information to credit reporting agencies, collection agents, solicitors and/or other authorised parties as permitted by the Privacy Act 1988 (Cth).
7.6 The Customer agrees that personal credit information it provides to HIOD may also be used and retained by HIOD for the following purposes:
(a) provision of Products; and/or
(b) marketing of Products by HIOD, its agents or distributors in relation to Products; and/or
(c) analysing, verifying and/or checking the Customer’s credit, payment and/or status in relation to provision of Products; and/or
(d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Customer; and/or
(e) enabling the daily operation of the Customer’s account and/or the collection of amounts outstanding in the Customer’s account in relation to the Products; and/or
(f) as otherwise set out in HIOD’s Privacy Policy from time to time. Such Privacy Policy can be accessed here https://www.hiodit.com.au/privacy-statement/ , and such policy- forms part of these Terms and Conditions.

8.1 Each Guarantor hereby jointly and severally:
(a) absolutely and unconditionally guarantees the due and punctual performance of the Customer’s obligations under this Terms and Conditions and any Service Agreement; and
(b) unconditionally as a separate and independent obligation indemnifies HIOD and agrees to keep HIOD indemnified against any loss which HIOD may suffer arising out of or in relation to a default by the Customer of this Contract and the Guarantor shall upon demand pay to HIOD the aforesaid moneys or the amount of any loss which is the subject of this indemnity.
8.2 It is further declared that the liability of the Guarantor under this clause shall not in any way be prejudiced or affected by any act matter or thing, failure or omission which, but for this provision, might operate to exclude the Guarantor from the aforesaid obligations including, without limitation, by:
(a) the granting of time or other indulgence or concession to the Customer, Guarantor or any other person or corporation;
(b) the winding up, liquidation, bankruptcy, death, lunacy, disability or other incapacity of the Customer, the Guarantor or any other person or corporation;
(c) a judgement obtained by HIOD against the Customer or Guarantor;
(d) the liability of the Customer under this clause ceasing for any reason.
8.3 The obligations of Guarantor are principal obligations and may be enforced against Guarantor without the necessity of HIOD first taking action against the Customer in respect of the obligations of the Customer under this Contract and notwithstanding the termination or completion of this Terms and Conditions and the Service Agreement.
8.4 The Guarantor agrees to waive each and all of their rights as Guarantor whether legal, equitable, statutory or otherwise which may at any time be inconsistent with the provisions of this clause or which in any way restricts the rights, remedies or recourse of HIOD.
8.5 This clause is a continuing guarantee and indemnity and shall remain in full force and effect until those obligations have been met in full by the Customer.
8.6 The Guarantor shall not without first obtaining the consent of HIOD take action to enforce any rights against the Customer for money paid by the Guarantor to HIOD under this clause, or prove in liquidation of the Customer, or exercise any other rights, in competition with HIOD.
8.7 The Customer’s entry into this Terms and Conditions shall be satisfactory evidence of the Guarantor’s acceptance of its obligations, including but not limited to the guarantee provided by the Guarantor pursuant to this clause.

9.1 The Customer agrees that any credit balance(s) issued by HIOD will be applied to the Customer’s account within one (1) year of its issuance.
9.2 If the Customer has not submitted a Purchase Order or request for Products within one (1) year of issuance of a credit balance, any remaining credit balance will be cancelled, and HIOD shall have no further liability to the Customer in respect of that credit balance.

10.1 All deliveries shall be made to the Customer’s nominated address.
10.2 The Customer acknowledges that:
(a) title in the Products will not pass to the Customer until full payment of the Products (as detailed in the Quote) has been made by the Customer;
(b) Risk in those Products will pass to the Customer immediately upon delivery of the Products to the Customer;
10.3 Without limiting any of HIOD’s rights, if the Customer has not paid the full price for the Products but the Customer sells or otherwise disposes of those Products or any part of them, the monies received in respect of the disposal of those Products will be held on trust by the Customer for HIOD and will be payable immediately to HIOD.
10.4 The Customer has a period of five (5) working days after receipt of Products in which to inspect the Products received. The Customer may reject or refuse acceptance of any Products not strictly in conformance with the requirements of the Customer’s Purchase Order.
10.5 All non-conforming Products will be held at the Customer’s risk and will be returned to HIOD. For the avoidance of doubt, HIOD will not accept return of Products for change of mind.
10.6 Payment for Products shall constitute acceptance thereof.
10.7 Any claims by the Customer for omissions or shortages in a shipment will be waived unless HIOD receives written notice thereof within five (5) working days of receipt of the Products by the Customer.

11.1 Words or expressions in this clause which are defined in the PPSA have the same meaning in this clause.
11.2 The Customer acknowledges that:
(a) these Terms and Conditions constitute a “security agreement” for the purposes of the (“PPSA”);
(b) under this security agreement, HIOD is the “secured party”, the Customer is the “grantor” and all Products supplied by HIOD to the Customer pursuant to these Terms and Conditions or otherwise is “collateral” for the purposes of the security agreement.
11.3 In order to secure payment by the Customer for the provision of the Products by HIOD under these Terms and Conditions the Customer grants a purchase money security interest to HIOD in the Product as collateral pursuant to this security agreement for the purposes of the PPSA.
11.4 The Customer acknowledges and agrees that:
(a) HIOD may register its purchase money security interest in the Product as collateral in accordance with the PPSA (“Security Interest”);
(b) at HIOD’s request, the Customer must, at its cost, do everything necessary and required by HIOD to:
(i) enable HIOD to register the Security Interest and for that registration to continue until the Customer has paid all monies owing to HIOD under these Terms and Conditions;
(ii) enable the Security Interest to perfected and effective;
(iii) ensure that the Security interest has priority over all other security interests whether registered or unregistered and arising before or after the Security Interest;
(iv) ensure that HIOD is able to enforce the Security Interest and make changes to the registration from time to time in order to correct any defects in the registration;
11.5 HIOD is not required to give the Customer any notice under the PPSA (including a notice of a verification statement) unless the notice is required by the PPSA and cannot be excluded.
11.6 Where permitted under the PPSA or any other relevant law, the provisions contained in the Security Agreement will prevail over the PPSA or any other relevant law, to the extent of any inconsistency.

12.1 The parties acknowledge that, under applicable State and Commonwealth law, certain conditions and warranties may be implied in these Terms and Conditions and there are rights and remedies which may be conferred on the Customer in relation to the provision of the Products which cannot be excluded, restricted or modified by agreement (“Non-excludable Rights”). Nothing in these Terms and Conditions is intended to exclude the Non-Excludable Rights.
12.2 HIOD disclaims all conditions and warranties expressed or implied, and all rights and remedies conferred on your, by statute, the common law, equity, trade, custom or usage or otherwise and all those conditions and warranties and all those rights and remedies are excluded other than any Non-excludable Rights. To the extent permitted by law, the liability of Seller for a breach of a Non-excludable Right is limited, at HIOD’s option, to the provision of the Products and refund of the cost of the Products.
12.3 The maximum liability of HIOD for any and all breaches of these Terms and Conditions by HIOD will be capped at the amount previously paid by the Customer to HIOD for the relevant Products.
12.4 To the maximum extent permitted by law, HIOD excludes its liability (including, but not limited to, liability in tort, contract and for breach of statute) to the Customer or any other person for any injury, loss or damage consequential or otherwise (whether contractual, tortious, statutory or otherwise) for any special, incidental, indirect or consequential damages sustained or incurred in connection with the provision of the Products whether as a result of any breach, default,
negligence or otherwise by HIOD suffered or incurred by the Customer or any other person in relation to the Products.

13.1 The parties acknowledge that HIOD makes no guarantees or warranties of any kind, whether expressed or implied of the quality of materials, goods or services provided by any third party and the Customer forever releases and indemnifies HIOD against all costs, expenses, actions or claims directly or indirectly incurred or suffered by the Customer as a result of any failure fault, defect, flaw or error or any breach of warranty or guarantee or failure to uphold a warranty or guarantee by
a third party supplier or service provider.

14.1 The failure by HIOD to enforce any provision of these Terms and Conditions shall not be treated as a waiver of that provision, nor shall it affect HIOD’s right to subsequently enforce that provision.

15.1 HIOD does not assume the risk of and shall not be liable for delay or failure to perform any of HIOD’s obligations by reason of circumstances beyond the reasonable control of HIOD, including due to epidemic or pandemic, accidents, acts of God, strikes or labor disputes, acts, laws, rules or regulations of any government or government agency, fires, floods, delays or failures in delivery of carriers or suppliers, shortages of materials and any other causes beyond HIOD’s control.

16.1 Nothing in these Terms and Conditions is intended to have the effect of contracting out of any applicable provisions of any state or federal legislation (including but not limited to the Australian Consumer Law), except to the extent permitted by such legislation where applicable.
16.2 If any provision of these Terms and Conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

17.1 This Terms and Conditions shall be governed by the law of Victoria, Australia.