Terms and Conditions

1. Agreement Overview

These Terms and any document(s) referred to in them form the complete agreement governing the supply of Products and services by Professional PC Support, trading as XL2 (referred to as “XL2”), to the Customer. They supersede all previous understandings, arrangements, and agreements.

2. Definitions

In these terms:

• “Customer” refers to the individual, business, or company purchasing the Products.
• “Products” encompass any goods (including software) or services supplied by XL2 and detailed in XL2’s invoice.
• “Sales Contract” pertains to any sales contract or distribution agreement between the Customer and XL2, in which these Terms are considered incorporated.
• “XL2” stands for Professional PC Support, trading as XL2, with ABN 35 847 482 899.

3. Ordering Products

a) All Customer orders for Products are subject to XL2’s acceptance. An order is deemed accepted only when Products are delivered, or a back-order or delivery delay is confirmed in writing by an authorized XL2 representative.

b) XL2 reserves the right to decline any order if there is insufficient supply of Products, preventing fulfillment.

c) XL2 is not bound by any terms attached to the Customer’s order unless expressly agreed to in writing by an authorized XL2 representative.

4. Payment

a) The price of Products is the quoted price provided by XL2.

b) Payment is due before Product delivery unless otherwise agreed in writing by an authorized XL2 officer. Failure to make payment as requested may result in immediate payment for all outstanding amounts and legal costs.

c) XL2 can, at its discretion: I. Suspend credit provision until all outstanding amounts are paid. II. Modify or cancel any available credit facility.

d) Interest on overdue amounts accrues at a rate 2% above Westpac Banking Corporation’s prevailing base lending rate.

e) Third-party credit control services’ costs, if required, will be added to the outstanding amount.

f) Unless specified otherwise in these Terms or in writing by XL2’s authorized representative, quoted Product prices are exclusive of taxes, handling, delivery, agent charges, and other charges.

g) The Customer must pay any applicable tax under these Terms or any transaction, as well as any fines, penalties, or interest due to default.

h) The Customer must pay these amounts in full, irrespective of any set-off rights.

i) Customer agrees to reimburse XL2 for any taxes paid on its behalf.

5. Delivery

Delivery times are estimates, and XL2 is not liable for any loss, damage, or delays resulting from late or non-delivery.

6. Partial Deliveries

XL2 may make partial deliveries of any order, with each partial delivery considered a separate supply of Products under these Terms.

7. Software

a) When a Product supplied is software, it is also subject to the relevant license agreement.

b) Software license agreements may be included with the software, provided separately for execution, or require specific acceptance by the Customer. The Customer agrees to use the software according to the relevant license agreement.

c) In these Terms, “supply” regarding a software Product means the sale and purchase of the license to use that software Product.

8. Inspection and Acceptance

a) For all Products ordered (except software), the Customer must inspect them upon delivery.

b) For software Products, the Customer must test or inspect them after authorization for downloading by XL2.

c) Any alleged discrepancies must be reported in writing to XL2 within 7 days of delivery or downloading. Failing such notice and to the extent permitted by law, the Products are deemed accepted.

9. Title and Risk

a) Products supplied to the Customer are at the Customer’s risk upon delivery.

b) The Customer must maintain insurance for the Products and note XL2’s interest on the insurance policy.

c) Risk remains with the Customer unless XL2 retakes possession of the Products in accordance with clause 8(f)(ii).

d) Title in the Products remains with XL2 until full payment is received for all invoices.

e) Until paid for, the Customer must segregate and store the Products to indicate they are XL2’s property.

f) XL2 may enter the premises where Products are stored to inspect or reclaim them if the Customer breaches the Terms or any Sales Contract.

g) If the Customer sells, disposes of, or deals with Products before full payment, it must notify XL2 in writing, providing full details.

h) In the case of software Products, non-payment may result in the cancellation of the software license.

i) These provisions apply despite any credit arrangement with XL2.

10. Returns

a) The Customer must notify XL2 in writing within 30 days of the invoice date if they wish to return Products.

b) Returns will follow XL2’s Returns Policy as detailed on the XL2 website.

c) Each return claim will be processed in accordance with the Returns Policy. Substitute Products will be sent via ordinary prepaid freight.

d) XL2 is not liable for damage or defects resulting from improper storage, transport, neglect, abuse, improper use, installation, maintenance, or unauthorized repair of XL2 Products.

e) This clause does not cover Products modified by anyone other than XL2.

11. Force Majeure

If XL2’s performance is hindered by force majeure, including strikes, raw material shortages, or other uncontrollable causes, either party may terminate the Sales Contract after 60 days of notice.

12. Customer’s Cancellation

a) Unless agreed in writing by an authorized XL2 officer, Customer cannot cancel an accepted order.

b) If agreed, cancellation must be done in writing no later than 7 days before the estimated shipment date. Any deposit paid upon cancellation is forfeited to XL2.

13. Default of Customer

a) If the Customer fails to make a payment, XL2 may, at its discretion: I. Refuse further supplies under the Sales Contract. II. Terminate the Sales Contract without notice.

b) These Terms create an interest in land, enabling XL2 to lodge a caveat against any land partly or wholly owned by the Customer to secure its interests under these Terms and any Sales Contract.

c) The Customer agrees to endorse consent for XL2 to lodge a caveat against the Customer’s land if necessary.

14. Warranty

a) Products are covered by manufacturers’ warranties. To the extent permitted by law, XL2’s entire responsibility with respect to warranties for the Products is to pass on to Customer the benefit of any such warranties. Software Products are warranted according to the relevant license agreements governing their use.

b) Manufacturers’ warranties replace all other terms, conditions, and warranties, whether implied or statutory, expressly excluding implied warranties of merchantability and fitness for purpose.

c) If statutory provisions apply, XL2’s liability will be limited to either: (I) replacing or repairing the products, (II) payment for equivalent products, or (III) payment for having the products repaired. XL2 does not warrant repair facilities or parts for Products.

15. Liability

To the extent permitted by law, XL2 will not be liable for any loss of use, profit, revenue, interest, goodwill, data, or any indirect, incidental, or consequential damages. This includes losses arising from negligent acts or omissions, supply of Products, or breaches of these Terms or any Sales Contract.

16. Credit Assessment

a) When Products are supplied on credit, XL2 may disclose certain information about the Customer to a credit reporting agency for credit assessment and account management purposes.

b) XL2 may provide this information to credit reporting agencies to obtain a consumer credit report or maintain a credit information file about the Customer.

c) Information disclosed includes the Customer’s name and address, credit limits, overdue payments, dishonored payments, serious credit infringement, and cessation of Product supply.

17. Privacy

a) Customer agrees to XL2 collecting, using, and disclosing information for various purposes, including credit assessment, account management, communication, compliance with relevant laws, and Product supply.

b) Upon request, XL2 will provide access to and amend inaccurate personal information held by XL2.

c) XL2 handles personal information in compliance with relevant laws.

18. Intellectual Property

a) The Customer acknowledges that all Intellectual Property rights related to the Products are the sole property of XL2 or its suppliers.

b) The Customer must not register or use any trademarks or intellectual property related to the Products.

c) The Customer will indemnify XL2 for any liabilities, damages, and expenses resulting from work performed by XL2 according to the Customer’s specifications or the use of Products with other equipment, parts, or software not supplied by XL2, resulting in Intellectual Property infringement.

19. Confidentiality

a) Customer acknowledges the disclosure of Confidential Information by XL2, related to the Products, their use, maintenance, and software.

b) The Customer must use Confidential Information solely for purposes under any relevant Sales Contract and not disclose it to third parties.

c) If disclosure to third parties is necessary, Customer must obtain binding confidentiality agreements from such third parties.

d) Upon contract expiration, Customer must stop using and return or destroy XL2’s Confidential Information.

e) These provisions do not apply to information already known, in the public domain, approved for disclosure by XL2, or required by law.

20. General

a) XL2 may amend these Terms by providing notice via mail, email, or public website posting. Continuing to place orders constitutes acceptance of revised Terms.

b) If any provision is invalid or unenforceable, it will be read down to the necessary extent, while the remaining provisions continue unaffected.

c) Certain Products may be subject to export laws or license requirements.

d) The Customer may not assign its rights and obligations under these Terms.

21. Governing Law and Jurisdiction

These Terms are governed by the laws of Western Australia, and the Western Australia state courts have exclusive jurisdiction over any disputes arising from or related to this agreement.