INVOICE TERMS AND CONDITIONS OF SALE

All sales by Vaulta Operations Pty Ltd (“Vaulta”), unless covered by a prior existing written agreement signed by Vaulta, are subject only to the following terms and conditions (“these terms”).  Any terms in Customer’s purchase order or any other Customer document which are in addition to or are contrary to these terms are hereby rejected.

Prices and Shipping

Except as limited below, the current or quoted price supersedes all previous price lists. Published prices are subject to change without notice. Except as expressly stated on the face of the invoice, all products are shipped F.O.B. destination, with transportation, packaging and insurance charges pre-paid and added to the invoices. 

Tax

Prices do not include customs duties, GST, or sales, use, excise, or other similar taxes. All such taxes and any personal property taxes or other similar taxes assessable on Products after delivery to the carrier shall be paid by the Customer.  Unless Customer provides Vaulta with a valid tax-exempt certificate with the order, such taxes will be added to the invoice.


Payment and Additional Terms

Payment for all products shall be made in accordance with the payment schedule.  Title to the products shall pass only when final payment is received by Vaulta.

If an order for products is cancelled at any time prior to delivery of some or all of the products, Vaulta shall return the amounts of the purchase price related to the undelivered products to the Customer, but shall be entitled to retain a reasonable amount of the purchase price to cover its costs.  

Freight Policy, Delivery & Risk of Loss

Except as expressly stated on the face of the invoice, all products are shipped F.O.B. destination.  Risk of loss or damage to products shall pass to Customer on Vaulta’s delivery of products to the carrier.  Vaulta will select a carrier and arrange shipment. Times between order and delivery of product may vary. Vaulta shall not be responsible for any loss or liability suffered by Customer as a result of failure of delay in the delivery of products. All rush orders (as requested by Customer, with delivery sooner than by Vaulta’s standard delivery) will be assessed a service charge as advised by Vaulta to Customer, in addition to the freight charges for that special delivery, notwithstanding any other agreement with regard to freight charges.


Warranty and Indemnity

Customer shall promptly inspect products upon receipt and notify Vaulta within ten (10) days of any alleged defects, damage or shortage.  Customer may reject any product which fails to meet applicable specifications.  Any product which upon receipt of such notice and examination by Vaulta is found to be defective in material or workmanship will, at Vaulta’s option, be repaired or replaced free of charge.  The warranty does not apply to damage caused by misuse or mistreatment of the product. The warranty is void if the products have been altered in any manner. 

If no notice is received in that time, then the products are considered accepted.

This warranty is expressly limited to the terms and conditions as stated above and there is no other implied or expressed warranty or guarantee, including any oral or implied warranty of merchantability or fitness for particular purpose. 

Vaulta shall not be liable for any incidental, special, or consequential loss, damage, or expense (including lost profits, special, indirect or exemplary damages) directly or indirectly arising from the sale, inability to sell, use or loss of use of any product. In no event shall Vaulta’s liability arising in connection with any product sold (whether such liability arises from a claim under contract, warranty, tort, or otherwise) exceed the actual amount paid by customer to Vaulta for the products involved in such claim. 

The limitations in this section shall not be deemed to preclude any liability which, under applicable products liability law, cannot legally be precluded by contract.

Intellectual Property

As between the parties, title and all ownership and intellectual property rights to any intellectual property included in the products acquired by Customer remain with Vaulta and do not pass to Customer.

Any improvements (defined as any addition, improvement, enhancement, alteration to, modification, restatement, untried or new application or reconfiguration of the product, including patent applications overlapping in any way with Vaulta’s intellectual property or which relate to an invention the use of which is likely to infringe Vaulta’s intellectual property) developed by Customer as a result of or in relation to the product shall vest upon creation in Vaulta.

Vaulta hereby grants to Customer a non-exclusive license to use such intellectual property only in connection with Customer's use of the products. Customer may not reproduce or disclose to any third party any portion of such intellectual property.

Customer warrants that it will not reverse engineer, decompile, disassemble, copy, modify, or otherwise attempt to derive (collectively, “reverse engineer”) any information or products provided by Vaulta or permit or induce the foregoing.  Customer hereby indemnifies Vaulta for all costs (including on a solicitor/client basis) and damages (including consequential damages) incurred as a result of its violation of this prohibition. If Vaulta reasonably suspects violation of this prohibition it may cancel this contract by immediate notice and demand the return of any and all products already delivered, but shall not be obliged to repay any payments already made.


Privacy Notice and Confidentiality

Any privacy information collected or used by Vaulta in connection with these terms shall be governed by the Privacy Act 1988 (Cwlth).

This document may contain confidential information. If Customer is not the intended recipient, Customer is advised that any unauthorized use, disclosure, copying, distribution, or any action in reliance on the contents of this document is strictly prohibited under applicable law. If Customer has received this document in error, Customer shall immediately notify Vaulta via telephone, fax, or email to arrange for the return or destruction of all enclosed information.

Excusable Delays

If the performance of any obligation is prevented, delayed, restricted, or interfered with in any way by reason of any Act of God, fire, flood, pandemic, explosion, failure of machinery, strikes, lockouts, or labor trouble, supply of fuel, power, materials, containers or transportation, or any other act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the party to whom the performance is due, shall be excused from such performance to the extent of such interference. Each party shall use reasonable efforts to remove or resolve such interference with performance as promptly as reasonably possible.

General

No representation, promise, waiver, amendment, or modification of these terms shall be binding, unless in writing and signed by the parties.  All orders and transactions are subject to the laws of Queensland.  Vaulta and Customer hereby irrevocably consent to the exclusive jurisdiction of the courts in Queensland.  Customer’s acceptance of the products shall constitute acceptance of all these terms.  Any resale or distribution of the products by the Customer is prohibited except as a component of Customer’s product as delineated in the accompanying proposal, or with express prior consent in writing by Vaulta.  The captions for these terms are for convenience only and do not modify or explain any of the terms.