1. Definitions
1.1 “Evotec” shall mean Evotec Pty Ltd T/A EVOTEC its successors and assigns or any person acting on behalf of and with the authority of Evotec Pty Ltd T/A EVOTEC or Evotec (VIC) Pty Ltd or Evotec (QLD) Pty Ltd.
1.2 “Customer” shall mean the Customer (or any person acting on behalf of and with the authority of the Customer) as described on any quotation, work authorisation, service agreement or any other form as provided by Evotec to the Customer.
1.3 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Customer on a principal debtor basis.
1.4 “Goods and Services” shall mean Goods and/or Services supplied by Evotec to the Customer, these Goods and Services may be described on the Invoices, Quote, Proposal, Work Authorisation or any other forms as provided by Evotec to the Customer, or they may be required or ordered by the Customer on a “Do and Charge” basis or during the Installation Process or at any time.
1.6 “Price” shall mean the price payable for the Goods and Services as agreed between Evotec and the Customer in accordance with clause 3 of this contract.
2. Acceptance
2.1 Any instructions received by Evotec from the Customer for the supply of Goods and Services and/or the Customer’s acceptance of Goods and Services supplied by Evotec shall constitute acceptance of the terms and conditions contained herein.
2.2 Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable for all payments of the Price.
2.3 Upon acceptance of these terms and conditions by the Customer the terms and conditions are binding and can only be amended with the written consent of Evotec.
2.4 The Customer shall give Evotec not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer or any change in the Customer’s name and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s address, facsimile number, or business practice). The Customer shall be liable for any loss incurred by Evotec as a result of the Customer’s failure to comply with this clause.
2.5 These terms and conditions are meant to be read in conjunction with the terms and conditions contained in the customer’s EVOTEC PRIORITEL Agreement, and/or their preferred Carrier’s agreement (where applicable). If there are any inconsistencies between the two documents then the terms and conditions contained in this document shall prevail.
2.6 The terms and conditions of trade herein and the terms and conditions contained in the EVOTEC PRIORITEL Agreement (if applicable) shall prevail over any terms and conditions proposed by the Customer or implied by trade customs or practice and this agreement will only be concluded on that condition. The failure of Evotec to object to any other terms proposed by the Customer shall not be deemed a waiver of these conditions.
3. Price and Payment
3.1 At Evotec’s sole discretion the Price shall be either:
(a) as indicated on invoices provided by Evotec to the Customer in respect of Goods and Services supplied; or
(b) Evotec’s quoted Price (subject to clause 3.2) which shall be binding upon Evotec provided that the Customer shall accept Evotec’s quotation in writing within thirty (30) days; or
(c) as stated in the customer’s EVOTEC PRIORITEL Agreement
3.2 Evotec reserves the right to change the Price in the event of a variation to Evotec’s quotation or if the Customer requests additional Services or support not already included the customer’s EVOTEC PRIORITEL Agreement.
3.3 At Evotec’s sole discretion a deposit will be required in order to begin the delivery of Goods and Services.
3.4 Evotec shall charge for ongoing the customer’s EVOTEC PRIORITEL Agreements either annually, six monthly, quarterly or monthly in advance.
3.5 At Evotec’s discretion, a customer’s payments will be applied to the oldest invoice first, except where an invoice is subject to a Defect (see clause 8) or a Dispute (clause 9). This includes payments a customer makes on EVOTEC PRIORITEL Agreements. This means that a customer must pay all invoices on time, or risk losing the support and maintenance coverage in their EVOTEC PRIORITEL Agreement.
3.6 Time for payment for the Goods and Services shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due seven (7) days following the date of the invoice.
3.7 Payment is payable at ‘practical completion’ which is defined as the Customer having practical use of the equipment or services.
3.8 Payment will be made by cash, or by cheque, or by bank cheque, or by credit card or by direct credit, or by any other method as agreed to between the Customer and Evotec. Where payment is made by credit card, a surcharge of up to four percent (4%) of the Price will be applied, depending on the type of credit card used.
3.9 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.
4. Delivery Of Goods and Services
4.1 At Evotec’s sole discretion delivery of the Goods and Services shall take place when:
(a) the Customer takes possession of the Goods and Services at the Customer’s address (in the event that the Goods and Services are delivered by Evotec o the Cus9 tatednstatec Carri)ed; or
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