1. OVERVIEW OF AGREEMENT
1.1. Unless otherwise expressly agreed in writing, all Products, Services and Projects are supplied on the following terms and conditions which shall include:
(a) The proposal or quote (“Quote”) provided by Alscore Engineering;
(b) these Terms and Conditions;
(c) Each purchase order submitted by the Customer and accepted by Alscore Engineering.
For the purposes of these terms a reference to “Agreement” shall mean the above documents in clause 1.1(a) to 1.1(c).
1.2. If there is any conflict or inconsistency between the above documents the documents will rank in order of precedence with the order in which they are listed in clause 1.1 above.
1.3. Each Order issued by the Customer and accepted by Alscore Engineering will be accepted on these Terms and Conditions, to the exclusion of all other terms including any terms and conditions referenced or set forth on the face or reverse side of any Order or other document presented by Customer.
1.4. No amendment or variation of the Agreement is valid or binding on a Party unless made in writing and signed by both Parties
2.1 The following capitalised terms will be defined as follows:
Acceptance Tests means tests agreed between the Customer and Alscore which are based on agreed objective criteria.
Agreement has the meaning given to that term in clause 1.1 of these Terms and Conditions.
Alscore means Alscore Engineering Pty Ltd (ABN 75 613 403 302 ) Australian Consumer Law means the Competition and Consumer Act Cth 2010 as amended from time to time.
Background IP means with respect to both parties Intellectual Property owned by that party existing at the date the Order is made including any modifications made during the course of the Agreement to such Background IP.
Confidential Information means any information of a confidential nature which relates to the business, affairs or activities of a Party including information comprised in Intellectual Property Rights of any Party, process or operational information, calculations or analysis, financial and business information and information of third parties which is required to be kept confidential.
Customer means the party who Alscore will supply the Products, Services and Projects, as specified in the Order.
Date of Acceptance means that the Customer will be deemed to have accepted the Products on the date that the Products are delivered to the Customer at the Delivery Point.
Delivery Date has the meaning given to that term in clause 20.1 of these Terms and Condtions.
Delivery Point has the meaning given to that term in clause 4.2 of these Terms and Conditions.
Effective Date means the date of acceptance of an Order by Alscore in accordance with clause 1.3 of these Terms and Conditions.
Fixed Price means the lump sum amount quoted by Alcore for the supply of specified Products, Services and Projects.
Force Majeure has the meaning given to that term in clause 14.2 of these Terms and Conditions.
Intellectual Property Rights means all and any rights in issued patents and patent applications, rights to inventions, design rights, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, moral rights, rights in confidential information (including know‐how and trade secrets).
Law means any statute, regulation, order, rule, subordinate legislation or other document enforceable under any statute, regulation, rule or Subordinate legislation and includes a modification or re‐enactment of it.
Order means the Quote submitted by Alscore and the purchase order issued by the Customer and accepted by Alscore in accordance with clause 1.3 of these Terms and Conditions.
Party means a party to the Agreement.
Plant means the machinery, apparatus, materials, articles and things of all kinds which Alscore have agreed to provide under the Agreement for incorporation in the Works
Price means the aggregate amount payable by the Customer to Alscore in relation to the Products, Services and Projects, as specified in the Order.
Products means any Alscore Products or such other third‐party products, equipment, materials, supplies or items, as specified in the Order.
Project means a set of activities including the development, provision, modification, configuration, enhancement and integration of the Products and Services, by Alscore Engineering to meet the Specifications.
Project Deliverable means the Products and other deliverables required to be developed or integrated by Alscore pursuant to a particuar Project in accordance with agreed Specifications.
Quote means a proposal or quote provided by Alscore Engineering relating to the Products, Services and Projects referred to in the Order.
Services means any services Alscore agrees to perform, as specified in the Order.
Site means the Customer’s site where the Products are to be delivered and/or installed, the Services are to be performed, or the Project is to be implemented as specified in the Order
Specifications means the drawings, specifications and/or plans for the Products, Services and Projects as specified in the Order or as otherwise agreed by the Parties in accordance with clause 16 of the Addendum for the Supply of Projects.
Terms and Conditions means these terms and conditions of Sale.
Timetable means the document setting out the dates by which the the Products, Services and Projects are to be supplied, as specified in the Order or as otherwise agreed between the Parties in accordance with clause 18 of the Addendum for the Supply of Projects.