Terms and Conditions

TERMS AND CONDITIONS 
 
These Terms and any document(s) referred to in them, constitute the entire agreement covering Nautech Group the supply of Products and services by Nautech Group to Customers.  These Terms and Conditions supersede all prior understandings, arrangements, and agreements. 
 
Words with special meanings are defined in clause 1.  
Clarifications of these terms: 
(a) the singular includes the plural and vice versa 
(b) the word "including" means "including, but not limited to," and the word "includes" means "includes, without limitation" 
(c) A reference to a gender includes all genders; and  
(d) a reference to a person (including a party) includes an individual, company, other body corporate, partnership, firm, joint venture, or a trust. 
 
Definitions 
In these terms: 
“Customer" means the person, business or company that is the purchaser of the Products 
"Products" means any products (including software) or services (where applicable) supplied to Customer by Nautech Group Australia Pty Ltd and described in Nautech Group Australia Pty Ltd invoices; 
"Sales Contract" means any sales contract or distribution agreement between the Customer and Nautech Group Australia Pty Ltd in respect of the Products and services supplied to Customer in which these Terms are deemed to be incorporated; and 
 
Orders 
All orders for Products placed by Customer are subject to acceptance by Nautech Group Australia Pty Ltd, and no order will be deemed to have been accepted by Nautech Group Australia Pty Ltd unless Products are supplied, or a backorder or delivery delay is confirmed in writing by an authorised representative of Nautech Group Australia Pty Ltd to Customer. 
Nautech Group Australia Pty Ltd may reject any order placed by Customer if there is an insufficient supply of Products which prevents Nautech Group Australia Pty Ltd from being able to fulfil such order. 
Nautech Group Australia Pty Ltd will not be bound by any terms attaching to Customer’s order and, unless those terms are expressly agreed to in writing by an authorised representative of Nautech Group Australia Pty Ltd, Customer agrees that those terms are hereby excluded. 
 
Payment 
The price of the Products will be Nautech Group Australia Pty Ltd quoted prices. 
Payment is required prior to delivery of the Products to Customer unless agreed otherwise in writing by an authorised officer of Nautech Group Australia Pty Ltd. If Customer fails to make payment in accordance with this clause 3(b) after demand for payment by Nautech Group Australia Pty Ltd, all amounts owing by Customer to Nautech Group Australia Pty Ltd on any account will immediately become due and payable together with legal costs of enforcement. Payment is required according to the terms of agreement made between Nautech Group Australia and the Customer. 

Nautech Group Australia Pty Ltd may, in its sole discretion: 
suspend the provision of credit to Customer until all amounts owing are paid for in full; and 
from time to time and at any time, vary or cancel any credit facility it makes available to Customer. 
Customer will be liable to pay interest on any overdue amount at the annual rate of 2% above the prevailing base lending rate quoted by the National Australia Bank. Interest will accrue daily from the date payment became overdue until Nautech Group Australia Pty Ltd has received payment of the overdue amount, together with any interest accrued. 
Unless stated otherwise in these Terms (or in writing by Nautech Group Australia Pty Ltd authorised representatives), all prices quoted for Products are exclusive of all taxes, handling, delivery, agents' charges and any other charge, duty, or impost. Customer must pay Nautech Group Australia Pty Ltd, on demand, any tax (other than income tax) payable under these Terms, any matter or thing done under these Terms, or any payment, receipt or other transaction contemplated by these Terms, including any goods and services or value-added tax, customs duty, sales tax, excise duty, stamp duty, other duty, governmental charge, fee, levy, or impost, together with any fine, penalty or interest payable because of a default by Customer.  Customer must pay to Nautech Group Australia Pty Ltd the amount stipulated under clause 3(f) in full, despite any right of set-off that Customer may have. Customer shall pay the full amount due to Nautech Group Australia Pty Ltd under this clause and shall not deduct from that amount any tax in relation to purchase of the Products. Customer shall reimburse Nautech Group Australia Pty Ltd for any taxes Nautech Group Australia Pty Ltd pays on its behalf. 
 
Delivery 
Delivery times advised to Customer are estimates only and Nautech Group Australia Pty Ltd will not be liable for any loss, damage or delay suffered or incurred by Customer or its customers arising from late or non-delivery of the Products. 
 
Part deliveries 
Nautech Group Australia Pty Ltd may make part deliveries of any order, and each part delivery will constitute a separate supply of the Products upon these Terms. 
 
Software 
To the extent that a Product supplied under these Terms is a software Product then, in addition to these Terms, that Product will be supplied subject to the terms and conditions of the relevant licence agreement applicable to it. 
Software licence agreements may be packaged with the software and may be separately provided to Customer for execution or may require on-screen acceptance by Customer. Customer agrees to use the software Product in accordance with the terms and conditions of the relevant licence agreement. 
Where the term "supply" is used to refer to a software Product, such term means the sale and purchase of the licence to use that software Product. 
 
Inspection and acceptance 
Customer must 
in the case of all Products ordered (other than software Products), inspect such Products upon delivery to Customer's premises; or, 
in the case of software Products, test or inspect such software Products upon those Products being authorised by Nautech Group Australia Pty Ltd for downloading by Customer, and must, within 7 days of delivery or downloading (as the case may be), give written notice to Nautech Group Australia Pty Ltd of any matter or thing by which Customer alleges that the Products do not accord with Customer’s order. Failing such notice and to the extent permitted by law, the Products will be deemed to have been accepted by Customer. 
 
Title and risk 
Products supplied by Nautech Group Australia Pty Ltd to Customer will be at Customer's risk immediately upon: 
delivery of the Products to the Customer, Customer's agent or into the Customer's custody or control; or 
collection of the Products by the Customer's nominated carrier or agent. 
Customer must: 
effect and maintain with a reputable insurance company insurance for the Products, at its cost, against all risks as it thinks appropriate; 
note the interest of Nautech Group Australia Pty Ltd on the insurance policy; and 
produce a certificate of currency of the insurance effected by Customer under this clause 8(b) to Nautech Group Australia Pty Ltd, upon request. 
Risk in the Products will remain with Customer, unless Nautech Group Australia Pty Ltd retakes possession of the Products in accordance with clause 8(f)(ii). 
Title in the Products supplied by Nautech Group Australia Pty Ltd to Customer will not pass to Customer and will remain the absolute property of Nautech Group Australia Pty Ltd until such time as Nautech Group Australia Pty Ltd has been paid by Customer all monies due and owing to it by the Customer in relation to any account. Title to those Products which are software remains with Nautech Group Australia Pty Ltd, and/or the applicable third-party licensor(s). 
Until the Products have been paid for: 
Customer must properly segregate and store the Products in such manner as to clearly indicate that they are the property of Nautech Group Australia Pty Ltd; and 
Customer may sell the Products and shall keep records of the Products in the ordinary course of its business as fiduciary agent for Nautech Group Australia Pty Ltd and Customer agrees to deposit all proceeds of any such sale (including any proceeds received from any insurance claims) in a separate bank account and agrees not to mix the proceeds with any other monies and hold the monies on trust for Nautech Group Australia Pty Ltd and shall immediately account for such proceeds to Nautech Group Australia Pty Ltd. 
If Customer has breached these Terms or the terms of any relevant Sales Contract, Customer authorises Nautech Group Australia Pty Ltd, at any time, to enter onto any premises upon which Nautech Group Australia Pty Ltd Products are stored to enable Nautech Group Australia Pty Ltd to: 
inspect the Products; and/or reclaim the Products. 
If Customer sells, disposes of or otherwise deals with Products or any part thereof before full payment has been received by Nautech Group Australia Pty Ltd, Customer must advise Nautech Group Australia Pty Ltd in writing, at such times as Nautech Group Australia Pty Ltd may request, specifying full details of the Products sold, disposed of, utilised or otherwise dealt with. 
Customer acknowledges that in the case of software Products, any refusal or failure to pay may result in cancellation of the licence to use the software Product. 
Customer agrees that the provisions of this clause 8 apply despite any arrangement under which Nautech Group Australia Pty Ltd grants credit to Customer. 
 
Returns 
Customer must notify Nautech Group Australia Pty Ltd in writing of any Products it wishes to return within 30 days from the date of the invoice relating to those Products. 
Returns will be subject to Nautech Group Australia Pty Ltd returns policy as advised to Customer and amended by Nautech Group Australia Pty Ltd from time to time. 
Each claim for the return of Products by Customer will be dealt with in accordance with the advised returns policy. Any substitute Products to be shipped to Customer in accordance with the returns policy will be sent by Nautech Group Australia Pty Ltd to Customer by ordinary freight pre-paid. 
Nautech Group Australia Pty Ltd will not be liable for any damage or defects in the Products that have been caused by the improper storage, warehousing, or transport, or by any neglect, abuse or improper use, installation, maintenance or 
The provisions of this clause 9 do not extend to any Products which have been added to, varied, or otherwise modified by, any person other than Nautech Group Australia Pty Ltd. 
 
Force majeure 
If the performance of Nautech Group Australia Pty Ltd obligations under these Terms or any relevant Sales Contract is prevented, restricted or affected by force majeure including strike, lock out, raw material shortage, breakdown of plant, transport or equipment or any other cause beyond the reasonable control of Nautech Group Australia Pty Ltd, Nautech Group Australia Pty Ltd will give notice of such cause to Customer and after 60 days from the receipt by Customer of such notice, either party may terminate the relevant Sales Contract without penalty. 
 
Customer’s cancellation 
Unless otherwise agreed in writing by an authorised officer of Nautech Group Australia Pty Ltd, Customer may not cancel an order which has been accepted by Nautech Group Australia Pty Ltd. 
If Customer's right of cancellation is agreed to by an authorised officer of Nautech Group Australia Pty Ltd in writing, the right must be exercised by notice in writing from Customer to Nautech Group Australia Pty Ltd not later than 7 days before the estimated date of shipment by the manufacturer or Nautech Group Australia Pty Ltd (as the case may be). 
Unless otherwise agreed between Customer and Nautech Group Australia Pty Ltd, upon cancellation prior to shipment, any deposit paid by Customer will be forfeited to Nautech Group Australia Pty Ltd. 
 
Default of Customer 
Without prejudice to any of Nautech Group Australia Pty Ltd other rights under these Terms, if Customer fails to make any payment due to Nautech Group Australia Pty Ltd under these Terms, Nautech Group Australia Pty Ltd may, in its sole discretion, and without further liability to Customer: 
refuse to make further supplies to Customer under the relevant Sales Contract; and/or 
terminate the Sales Contract without notice. 
The Customer agrees that these Terms shall give rise to an interest in land thereby enabling Nautech Group Australia Pty Ltd to lodge a caveat against the title to any land owned partly or wholly by the Customer, to protect and secure the interests of Nautech Group Australia Pty Ltd under these Terms and under any Sales Contract. 
If Nautech Group Australia Pty Ltd lodges a caveat against any land owned partly or wholly by the Customer, the Customer hereby irrevocably agrees to endorse its consent upon any relevant forms or documents to enable the lodgement and timely registration of any such caveat by Nautech Group Australia Pty Ltd. 
 
Warranty 
Products are covered by manufacturers' warranty or 12 months from sale. To the extent permitted by law, Nautech Group Australia Pty Ltd entire responsibility with respect to warranties for the Products is to pass on to Customer the benefit of any such warranties. Subject to clause 13, software Products are not warranted by Nautech Group Australia Pty Ltd under these Terms. Such software Products are warranted in accordance with the relevant licence agreements governing their use. Installation Labour is covered for the lifetime of the Vehicle purpose. 
To the extent permitted by law, the manufacturers' warranties referred to in clause 13(a) are in substitution for all other terms, conditions, and warranties, whether implied by statute or otherwise (including implied warranties with respect to merchantability and fitness for purpose) and all such terms, conditions and warranties are expressly excluded. 
Certain legislation may imply warranties or conditions or impose obligations upon Nautech Group Australia Pty Ltd which cannot be excluded, restricted, or modified; or cannot be excluded, restricted, or modified except to a limited extent. These Terms must be read subject to those statutory provisions. If those statutory provisions apply, to the extent to which Nautech Group Australia Pty Ltd is able, its liability will be limited, at its option, to: 
in the case of products: the replacement of the products or resupply of equivalent products; repair of the products; payment of the cost of replacing the products or acquiring equivalent products; or the payment of the cost of having the products repaired; and 
in the case of services: the supply of the services again; or the payment of the reasonable cost of having the services supplied again. 
Nautech Group Australia Pty Ltd does not warrant that repair facilities or parts will be available in respect of any of the Products. 
 
Liability 
To the extent permitted by law, Nautech Group Australia Pty Ltd will not be liable to Customer or any other person under any circumstances for any loss of use, profit, revenue, interest, goodwill, or data, or for any injury or death to any person, or for any indirect, incidental, or consequential damages sustained or incurred by Customer, whether such liability arises directly or indirectly because of: 
any negligent act or omission or wilful misconduct of Nautech Group Australia Pty Ltd or its employees or agents; 
the supply, performance or use of any Products or services; or 
any breach by Nautech Group Australia Pty Ltd of its obligations under these Terms or any relevant Sales Contract. 
 
Credit assessment 
If any Products are supplied to Customer on credit, Nautech Group Australia Pty Ltd may need to disclose to a credit reporting agency certain information referred to in clause 15(c) about Customer when assessing Customer's application for credit and managing Customer's account with Nautech Group Australia Pty Ltd. Customer authorises Nautech Group Australia Pty Ltd to disclose such information to a credit reporting agency for these purposes. 
Subject to Nautech Group Australia Pty Ltd obligations under the Privacy Act 1988 (Cth) as amended and any other applicable laws, Nautech Group Australia Pty Ltd may provide the information referred to in clause 15(c) to a credit reporting agency to obtain a consumer credit report about Customer or to allow the credit reporting agency to create or maintain a credit information file about Customer. Customer agrees that Nautech Group Australia Pty Ltd may disclose a credit report about it to any credit provider, debt collecting agency or Nautech Group Australia Pty Ltd insurers for the purposes of assessing Customer's creditworthiness or to collect any overdue payments (as the case may be). Nautech Group Australia Pty Ltd may disclose the following information relating to Customer in accordance with clauses 16(a) and (b): 
Customer's name and address; 
credit limits on Customer's accounts; 
the amount of any payments which are overdue for at least 60 days ; 
where an overdue payment has been previously reported, advice that the payment is no longer overdue; 
Any method of payment including, but not limited to, cheques, electronic funds transfer, Bpay, credit card payments which have been dishonoured; 
information that, in the opinion of Nautech Group Australia Pty Ltd, Customer has committed a serious credit infringement; and 
information that Nautech Group Australia Pty Ltd has ceased to supply the Products and services to Customer. 
Customer agrees that Nautech Group Australia Pty Ltd may obtain information about Customer from any business which provides information about the commercial credit worthiness of persons for the purposes of assessing Customer's application to purchase the Products on credit and collecting any overdue amounts. 
Nautech Group Australia Pty Ltd may refuse to supply the Products to Customer on credit based on  Nautech Group Australia Pty Ltd credit assessment of Customer. 
 
Privacy 
Customer agrees to Nautech Group Australia Pty Ltd collecting, using, and disclosing information about Customer of the kind referred to in clause 15(c) for various purposes, including to: 
assess creditworthiness as outlined in clause 15; supply the Products and services to Customer and the management of Customer's account, including suppliers; 
 with Customer about the Products and services which Nautech Group Australia Pty Ltd or its partners or affiliates may provide to Customer; 
implement these Terms and any Sales Contract; and comply with relevant laws. Nautech Group Australia Pty Ltd, at the written request of Customer, will: 
provide Customer with access to any personal information relating to Customer held by Nautech Group Australia Pty Ltd; and 
correct or amend any personal information relating to Customer held by Nautech Group Australia Pty Ltd which is inaccurate or out of date. 
Nautech Group Australia Pty Ltd will handle Customer’s personal information in accordance with relevant laws. 
 
Intellectual Property 
Customer acknowledges that: 
all trademarks, copyright, and other intellectual property rights ("Intellectual Property") embodied in or in connection with the Products and any related documentation, parts or software are the sole property of Nautech Group Australia Pty Ltd or its suppliers; and 
all Intellectual Property of Nautech Group Australia Pty Ltd or its suppliers may only be used by Customer with the express written consent of Nautech Group Australia Pty Ltd or its suppliers, during the continuance of any relevant Sales Contract, and such consent extends only to use essential for the purposes stated in it. 
Customer must not register or use any trademarks, trade name, domain name, trading style or commercial designation or design used by Nautech Group Australia Pty Ltd or its suppliers in connection with the Products. 
Customer will indemnify Nautech Group Australia Pty Ltd against all liabilities, damages, costs and expenses which Nautech Group Australia Pty Ltd may suffer or incur as a result of any work performed by Nautech Group Australia Pty Ltd in accordance with Customer's specifications or as a result of the combination or use of the Products with other equipment, parts or software not supplied by Nautech Group Australia Pty Ltd, and which results in the infringement of any Intellectual Property of any person. 
 
Confidentiality 
Customer acknowledges that Nautech Group Australia Pty Ltd has disclosed and may from time to time disclose to Customer, certain confidential information, and documentation of Nautech Group Australia Pty Ltd relating to the Products, their marketing, use, maintenance, and software, including technical specifications ("Confidential Information"). 

Subject to clause 18(e), Customer must: 
only use the Confidential Information solely for the purposes contemplated under any relevant Sales Contract; and 
not, during the continuation of such Sales Contract or thereafter, disclose (whether directly or indirectly) to any third party the Confidential Information, other than is required to carry out such purposes. 
If disclosure of Confidential Information to third parties is necessary, Customer will obtain from such third parties binding agreements to maintain in confidence the Confidential Information disclosed at least to the same extent as Customer is bound to protect Nautech Group Australia Pty Ltd Confidential Information under this clause 18. 
Upon the expiry or termination of any relevant Sales Contract, Customer must cease to use and must return or destroy (as Nautech Group Australia Pty Ltd may instruct) Nautech Group Australia Pty Ltd Confidential Information in its possession or control. 
The provisions of this clause 18 do not extend to any information which is: 
at the time of disclosure, rightfully known to or in the possession or control of Customer and which is not subject to an obligation or confidentiality; public knowledge (otherwise than as a result of a breach of this clause 18 or any other obligation of confidentiality); 
approved in writing by an authorised officer of Nautech Group Australia Pty Ltd to be disclosed; or 
required to be disclosed by a government authority or by relevant laws on condition that notice of any such required disclosure is first given to Nautech Group Australia Pty Ltd. 
 
General 
Nautech Group Australia Pty Ltd may amend these Terms at any time, by giving Customer notice by mail, e-mail or by posting a notice on Nautech Group Australia Pty Ltd public website. By continuing to place orders for Products, Customer will be deemed to have accepted the revised Terms. 
Any provision of these Terms which is invalid or unenforceable will be read down to the extent necessary, and the remaining provisions will continue unaffected. 
Customer acknowledges that some Products may be controlled under export laws in force at the time of the Sales Contract. Customer shall not export, re-export, or distribute Products, in violation of any such export control laws or regulations. 
Customer acknowledges that certain Products may be subject to license requirements or other restrictions specific to certain transactions. Where applicable, Customer agrees to be bound by any such terms and conditions and/or restrictions and shall indemnify Ingram for any liability suffered by it arising from Customer's breach. 
Customer may not assign or attempt to assign any of its rights and obligations under these Terms. 
These Terms are governed by the laws of the State of Queensland and the courts of the state of Queensland shall have exclusive jurisdiction to hear any disputes arising from or relating to this agreement