Terms & Conditions

Terms and Condtions

Vital Peripheral Supplies Pty Limited – General Terms & Conditions

ABN 31 081 082 082

Customer Terms (“Terms”)

These Terms and any document(s) referred to in them constitute the entire agreement about VPS's supply of the Products and services to Customer and supersedes all prior understandings, arrangements and agreements. Words with special meanings are defined in clause 1. A reference in these Terms to: (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. The current version of these Terms may be viewed at VPS's website at www.vps.com.au/terms-and-conditions

1. Definitions

In these Terms:

"Customer" means the person, business or company that is the purchaser of the Products;

"Products" means any products (including software) supplied to Customer by VPS and described in VPS's invoice;

"Sales Contract" means any sales contract or distribution agreement entered into by Customer and VPS in respect of the Products and services supplied to Customer in which these Terms are deemed to be incorporated; and

"VPS" means Vital Peripheral Supplies Pty Limited (ABN 31 081 082 082).

“Website” means VPS website

“Member” means authorised users of the VPS website

“PPD” means Payment Prior to Delivery is required with bank clearance.

“Order” means product/s ordered by Customer

“Receiver” means contact assigned by Customer to receive delivery of Order

“Terms” means current VPS Terms and Conditions

“CTO” means non-stock items that are classified as Configure To Order

 

2. Product Order Policy

2.1 All orders for Products placed by Customer:

(a) must be made in accordance with VPS's Product Order Policy as amended by VPS from time to time, the current version of which is set out on www.vps.com.au/terms-and-conditions

(c) are subject to acceptance by VPS, and no order will be deemed to have been accepted by VPS unless Products are supplied or a back-order or delivery delay is confirmed in writing by an authorized representative of VPS to Customer.

2.2 VPS may reject any order placed by Customer if there is an insufficient supply of Products which prevents VPS from being able to fulfil such order.

2.3 VPS 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 VPS, Customer agrees that those terms are hereby excluded.

2.4 VPS may at its discretion impose a non-refundable deposit of 25% of the total order value, for orders placed by Customer see clause 6.2, (and clause14 for ‘Non-Stock’ items.

2.5 ‘Non-Stock’ items refers to Products which are not held as physical stock at VPS warehouse and Customer should verify stock status with VPS prior to placing order.

2.6 Placing A Product Order

To place an order with Vital you may telephone, email, fax or mail your order through to our sales staff, alternatively you your order can also be placed online through our Website. 

For efficient order processing and invoicing it is important to include :

- Invoice To : Name and Address

- Delivery To : Name and Address

- Delivery Method : requested freight type and any specific or special delivery instructions.

- Product Details : Product code, product description, and quantity required

- Product Price : Quoted price (if different from published price) plus

- Payment Method : method of payment for order (see Clause 6)

- Ordered By : Name and Contact details (email address and mobile telephone number)

- Purchase Order Number : customer’s internal purchase order number

- Date Ordered : date that the order is placed.

- Date Required : date that customer requires order delivered by (subject to stock availability)

2.7 All Customer Orders placed and processed by VPS, including Customer Orders placed through our Website, are subject to the complete and current version of VPS Terms which is set out on www.vps.com.au/terms-and-conditions, unless otherwise granted in writing by an authorized VPS signatory.

 

3. Prices

3.1 Whilst VPS endeavours to maintain its published prices, such prices, however are subject to change without written or verbal notification.

3.2 It is always advisable to confirm pricing and dispatch details by phone or email prior to placing an order.

3.3 Unless stated otherwise in these Terms (or in writing by VPS's authorised representative), all prices quoted for Products exclude handling, delivery, and any other charge, duty or impost.

 

4. Non-Trading Account Customers “PPD”

4.1 Customers with no Trading Account are still able to purchase goods. Non-Trading customers’ terms include but are not limited to:-

(a) Please refer to VPS ” Product Order Policy” on Terms and Conditions of placing an order.

(b) Customers can apply for a trading account online www.vps.com.au(“Trading Account Application”).

(c)) Payment is required in full prior to delivery (“PPD”)

(d) Please refer to VPS clause 6, on terms and conditions for Customer payments.

 

5. Trading-Account Customers

Trading Account Customers’ terms include but are not limited to:

5.1 Completion of a trading account application located online www.vps.com.au("Trading Account Application"). (PDF)

5.2 Please refer to VPS” Product Order Policy” on terms and conditions of placing an order.

5.3 Application of a credit account is subject to completion of the application in full. Directors’ Guarantee must be signed and submitted to VPS, failure to do so may prevent approval of Trading -Account, in such cases these accounts will remain PPD (see clause 4)

5.4 VPS’s trading terms are strictly 14 days from date of invoice, unless prior arrangement with our accounts department has been granted, and Customer receives confirmation of extended terms is received in writing by VPS.

5.5 Applicant grants VPS the authority to make enquiries as to the credit responsibility of the applicant.

5.6 Should the applicant default in payment of monies due, than all monies should be paid within 5 days from the date of demand. Account Closure may take place after this time with no verbal or written notification.

5.7 For all Hardware and Software purchases over $1000.00 in value, payment prior to shipment is required regardless of other Trading-Account arrangements and/or grants, unless otherwise agreed to in writing by VPS.

5.8 Please refer to VPS payment terms clause 6.

6. General Payment Terms:

6.1 VPS Payment options are as follows:

(a) Cash is accepted for over the counter transactions, in person only.

(b) Company Cheque is accepted for Trading Account customers to value of Customers agreed credit limit. Any amount in excess of this limit is subject to bank clearance. For Non Trading Account customers, Company cheque is accepted but release of goods is subject to bank clearance.

(c) Personal Cheques are accepted for Trading Account customers and Non Trading Account customers but release of goods is subject to bank clearance.

(d) EFT and Direct Deposit payments are accepted, and the preferred payment method of VPS. Goods will be released subject to receipt, confirmation of remittance details by VPS, and upon receipt of cleared funds VPS bank account.

(e) Visa, Mastercard and Eftpos cards are accepted. For all Trading and Non-Trading account payments and new purchases a credit card payment authorisation form must be completed and submitted by the cardholder to VPS  - this is required to authorize and process the transaction. Credit Card payments can also be made through the payment gateway on our Website.

(f) All Payments made by Visa, MasterCard and EFTPOS will incur a merchant-fee surcharge of 1.0%,unless otherwise agreed to in writing by VPS.

(g) All Payments made by American Express will incur a merchant-fee surcharge of 3.0%,unless otherwise agreed to in writing by VPS.

6.2 Customer order of “CTO” items require a 25% deposit (refer to Clause 6.1 for payment options)

(a) to be paid by Customer upon placing order with VPS.

(b) Order will then be processed by VPS subject to clearance of payment (clause 6.1)

Please note - VPS will use its reasonable endeavours to deliver the Products and supply the Services by the date agreed but is not liable for any delays in delivery caused by matters beyond its control.

(c) This deposit is non-refundable

(d) Customer cancellation of a CTO will be subject to a re-stocking fee of 25% of the total item value or deposit forfeited.

(e) Full Net Payment “PPD” is required  unless agreed otherwise in writing by an authorised officer of VPS. If Customer fails to make payment in accordance with clause 6.2(d) after demand for payment by VPS, all amounts owing by Customer to VPS on any account will immediately become due and payable, and subject to clause 6.3(c)

6.3 VPS may, in its sole discretion:

(a) suspend the provision of credit to Customer until all amounts owing are paid for in full; and

(b) from time to time and at any time, vary or cancel any credit facility it makes available to Customer.

(c) If any amount is not paid by the due date, or any payment by cheque be unpaid, the entire balance then outstanding shall immediately become due and payable without any notice. The Customer agrees that a service charge of 0.05% per day on overdue balances may be charged to the Customer's account at VPS's discretion.

d) If VPS instructs its solicitors to collect an overdue amount all legal fees and collection charges and tracing agents' fees as between solicitor and client shall be borne by the Customer.

e) All payments made by the Customer shall firstly be allocated towards recovery fees and charges thereafter to interest and finally to reduction of the debt.

f) The Customer hereby consents to the jurisdiction of the courts of New South Wales for all actions, which may be instituted against it for the recovery of any amounts owing to VPS. The agreement will be governed by the laws of New South Wales.

(g) Customer must pay VPS, 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.

(h) Customer must pay to VPS any amount Customer must pay under clause 6.3(g) in full, despite any right of set-off that Customer may have.

(i) Any amounts paid to VPS by Customer under this clause 6 must leave in the hands of VPS, following payment of any relevant tax or other amount, the same amount, whether thetax or other amount is payable or not.

 

7. Online Payments

7.1 An online payment gateway is offered to customers for purchases made through the Website. Refer to Clause 6 for current payment options and conditions. 

Orders processed using VPS online payment gateway may still be subject to verification and/or authorization by VPS prior to goods being shipped.

 

8. Delivery

8.1 VPS will use its reasonable endeavours to deliver the Products and supply the Services by the date agreed but is not liable for any delays in delivery caused by matters beyond its control. Freight charges incurred by VPS in delivering Products to the Customer will be invoiced to the Customer at cost unless agreed otherwise.

8.2 Delivery times advised to Customer are estimates only and VPS 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.

8.3 Correct Delivery details, including physical street address, special delivery instructions, if required, must be supplied by Customer at time of Order, and prior to shipment of Order. 

8.4 Please note that an authorised signatory needs to be present at the delivery address to sign for and receive the goods, and that photo identification may be required.

8.5 The person at the delivery address supplied by the Customer, or the Post Office, who receives and signs for the goods will be presumed by VPS to be authorised.

8.6 Unless the Customer gives VPS written notice of any aspect of a deliverable which is alleged by the Customer to be otherwise than in accordance with these Terms or any applicable specifications within 48 hours of the date of delivery of that deliverable, the Customer is deemed to have accepted that deliverable on delivery. 

8.7 Delivery via standard courier cannot be made to a Post Office Box. Deliveryvia ‘specialist’ courier to PO Boxes can be arranged by VPS if requested at time of Order, and prior to shipment of Order.  Please note Australia-Post now charge a fee for the storage of your order, andtheir service in the collection process of this Order. This fee may be included within the cost of this ‘specialist’ delivery-type, or applied as a surcharge, if applicable, on the Customer invoice.

8.8 Additional delivery fees may be incurred by the Customer if there is no authorised person there to receive the delivery and couriers need to be  returned and/or re-delivered.

9.9 For Products which are to be collected, an email will be sent (and/or a telephone call made) to the Customer when the Products become available. Any orders not collected within 5 business days will be returned to stock

9. Part Deliveries

9.1 VPS may make part deliveries of any order, and each part delivery will constitute a separate supply of the Products upon these Terms (for delivery charges refer to clause 10)

10. Delivery Charges

10.1 Freight charges incurred by VPS  in delivering Products to the Customer will be invoiced to the Customer at cost unless agreed otherwise.

11. Software

(a) 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.

(b) Software licence agreements may be packaged with the software, may be separately provided to Customer for execution or may require on-screen acceptance or on-line download by Customer. Customer agrees to use the software Product in accordance with the terms and conditions of the relevant end user licence agreement.

(c) Where the term "supply" is used in these Terms to refer to a software Product, such term means the sale and purchase of the licence to use that software Product.

12. Inspection and acceptance

Unless the Customer gives VPS written notice of any aspect of a deliverable which is alleged by the Customer to be otherwise than in accordance with these Terms or any applicable specifications within 48 hours of the date of delivery of that deliverable, the Customer is deemed to have accepted that deliverable on delivery (refer also to clause 8 for Delivery)

13. Risk, Title and the Personal Property Securities Act.     

13.1 Products supplied by VPS to the Customer will be at the Customer's risk upon delivery to the Customer or into the Customer's custody or carrier (whichever is the sooner).

13.2 Ownership of each unit of the products will remain with VPS until all amounts owing by the Customer to VPS (including without limitation the purchase price of the products and other debts between the Customer and VPS) have been paid in full.

13.3 Until all amounts owing by the Customer have been paid in full, the Customer may use the products in the ordinary course of its business but only as trustee and agent of VPS. The Customer must not represent to any third party that it is acting for VPS, and VPS will not be bound by any contracts with third parties to which the Customer is party.

13.4 The Customer must hold the proceeds it receives from any sale of the products as trustee and agent for VPS. All proceeds from the sale of the products must be placed in an ADI account (as defined in the Personal Property Securities Act 2010) separate from its own monies and the Customer must not allow any person to have control of, or grant a security interest over, the proceeds or the accounts in which they are held. The Customer must make immediate payment to VPS from the accounts in which the proceeds are held of all amounts which may be owing by the Customer to VPS.

13.5 Until all amounts owing by the Customer have been paid in full, the Customer may, subject to clause 13.3 take possession of the products and hold them as trustee and agent for VPS. The Customer must store the products in such a manner that they are readily distinguishable from the other goods held by the Customer and so they clearly show that they are the property of VPS.

13.6 If the Customer becomes insolvent or does not comply with any terms of this Agreement in relation to the payment of any amount owing to VPS or otherwise, then:

(a) immediately on VPS's request, the Customer must return any products acquired from VPS;

(b) VPS may enter upon the premise (or where the products are stored) and take possession of the products; and

(c) VPS may retain, sell or otherwise dispose of the products. 

13.7 If the Customer makes a payment to VPS at any time whether in connection with this Agreement or otherwise VPS may, at its absolute discretion, apply that payment to first satisfy obligations that are not secured, then obligations that are secured, but not by a purchase money security interest, in the order in which those obligations were incurred, and then obligations that are secured by a purchase money security interest in the order in which those obligations were incurred.

13.8 If Chapter 4 of the Personal Property Securities Act 2009 (Cth) ("PPSA") would otherwise apply to the enforcement of a security interest arising in connection with this Agreement the Customer agrees the following provisions of the PPSA will not apply to the enforcement of this Agreement:

(a) section 95 (notice of removal of accession), to the extent that it requires VPS to give a notice to the Customer,

(b) section 96 (when a person with an interest in the whole may retain an accession);

(c) subsection 121(4) (enforcement of liquid assets - notice to grantor);

(d) section 125 (obligation to dispose of or retain collateral);

(e) section 130 (notice of disposal), to the extent that it requires VPS to give a notice to the Customer;

(f) paragraph 132(3)(d) (contents of statement of account after disposal);

(g) subsection 132(4) (statement of account if no disposal);

(h) section 135 (notice of retention);

(i) section 142 (redemption of collateral); and

(j) section 143 (reinstatement of security agreement). 

13.9   Notices or documents required or permitted to be given to VPS  for the purposes of the PPSA must be given in accordance with the PPSA.

13.10   The Customer consents to VPS effecting a registration on the PPSA register (in any manner VPS considers appropriate) in relation to any security interest contemplated by this Agreement and the Customer agrees to provide all assistance reasonably required to facilitate this. The Customer waives the right to receive notice of a verification statement in relation to any registration on the register.

 

14.  Limitation of Liability. 

14.1 VPS shall not be responsible for any loss or damage howsoever caused to the property or person of the Customer or any third party as a result of any defect in the products whether patent or latent, and the Customer indemnifies VPS against any claims made against it by any third party arising out of any such defects.

 

15.   Warranty. 

15.1 VPS makes no warranty in relation to the Products or Services other than as contained in these Terms or as prescribed by a law which cannot be excluded or, in the case of Products, as provided by the Products' respective manufacturers. VPS will not provide claimed warranty services for defects or deficiencies in Products or Services which are caused by:

(a) external causes including natural disaster, fire, accident, neglect, misuse, vandalism, water, lightning, power surge or spike;

(b) the use of a Product for other than its intended purpose;

(c) the use with or connection of a Product to items not approved by VPS;

(d) the performance of maintenance or attempted repair by persons other than VPS or as authorised by VPS;

(e) any configuration or reconfiguration by the Customer. 

15.2 Products validly returned will only be credited to the Customer's account if they are returned in the same condition as delivered to the Customer and if received by VPS within 21 days from delivery.

 

16.  Returns

VPS Returns Policy

VPS will accept two types of returns based on the following policy.

 

16.1 Returning Goods For Credit

VPS will only accept goods for return if they are current, unopened goods in a new condition suitable for sale with a valid Return Authorisation (RA) number within 5 days of the stated Invoice date subject to the Vendors returns policy and all of the Return Guidelines that are relevant to the product are met. A restocking fee may be charged as a percentage of the value of the product.

 

16.2 Returning goods for Repair or Warranty Replacement

VPS will only accept goods for repair or warranty replacement if VPS has the arrangement with the Vendor to do so. For warranty returns, the full unit MUST be returned, including cables etc. All goods returned must have a valid Return Authorisation (RA) number

 

Note: PLEASE DO NOT RETURN PRODUCT UNTIL YOU HAVE A RETURN AUTHORISATION NUMBER (RA#). RA #’s are valid for 5days (see clause 18)

 

17.  Returns Guidelines

17.1 VPS guidelines are dependent on the individual Vendors own Policy as stated below and these policies take precedence over the VPS Returns Policy. Please note all RA numbers will be allocated in accordance with the Vendors own Policy.

17.2 VPS has a 5 day conditional product return policy. Products returned with a valid RA number after 5 days will attract at least a 15% restocking fee if all other relevant return Guidelines are met and the RA is accepted.

17.3 VPS cannot accept for credit damaged or soiled product or non-stock items that were specifically ordered for you. The product is required to be current and not discontinued. All goods must be in new condition and suitable for sale.

17.4 Subject to the Vendors return Policy, no replacement order is needed if goods are returned undamaged and unopened.

17.5 All licence cancellation's require an offsetting p/o for the same value and must be from the same vendor.

17.6 Unless we have mis-shipped product, we ask that you arrange and pay for the freighting of the goods to our Sydney warehouse.

17.7 VPS does not accept faulty item RA’s for credit. Faulty items can only be serviced through warranty replacement. Faulty Discontinued items can not be returned for replacement.

17.8 VPS does not repair “Out of Warranty” products please contact the vendor directly to obtain information on authorised repairers for the product.

17.9 VPS RA guidelines are subject to change without notice.

 

Please Note  - that any Discontinued Products cannot be returned. Any product that has been opened cannot be returned.

 

 

18.  Return Authorisation (RA) Number Procedure

Please Note - Return Authorisation (RA) Numbers can only be obtained online or via email - to request an RA you will be required to provide the following

 

Return for Credit

18.1 If returning for CREDIT (Subject to Vendor’s / Distributor’s credit return policy – see clause 17):

(a) Copy of VPS invoice or VPS invoice number on which the product was originally purchased.

(b) Product code as listed on Customer invoice

(c) Product description

(c) Quantity of product to be returned

(c) Serial Numbers (if applicable)

(d) Reason for return

(e) Please return the product with RA Form attached securely & visibly to the outside of the separate shipping carton.

PLEASE DO NOT WRITE ON THE ACTUAL PRODUCT BOX , OR TAPE THE RA-FORM DIRECTLY TO THE ACTUAL PRODUCT BOX Return to VPS (Unit 3-4, 3 Apollo St, Warriewood, NSW,2102). 

18.2 Any product(s) received by the VPS warehouse without the RA Form attached will be rejected, and therefore returned at the Customer’s cost.

18.3 Goods returned for credit, which are not in pristine condition, or that have been opened, soiled or damaged, will not be accepted for credit and will also be returned to the customer at their cost.

 

Return for Warranty

18.4 If returning for Repair or WARRANTY (subject to Vendor’s /Distributor’s warranty return policy -see clause 17):

(a) Copy of VPS invoice or VPS invoice number on which the product was originally purchased.

(b) product code as listed on Customer invoice

(c) Product description

(c) Quantity of product to be returned

(c) Serial Numbers (if applicable)

(d) Reason for return

(e) Type of equipment the unit failed in (if applicable)

(f) A detailed diagnosis of the fault/diagnostic error/technician report/print sample (if applicable)

Please Note – faulty imaging consumables must be returned with print sample showing fault/issue.

(g) Please return the product with RA Form attached securely & visibly to the outside of the separate shipping carton.

PLEASE DO NOT WRITE ON THE ACTUAL PRODUCT BOX , OR TAPE THE RA-FORM DIRECTLY TO THE ACTUAL PRODUCT BOX Return to VPS (Unit 3-4, 3 Apollo St, Warriewood, NSW,2102). 

18.5 Any product(s) received by the VPS warehouse without the RA Form attached will be rejected, and therefore returned at the Customer’s cost.

18.6 Once this information has been given to and received by our Sydney office, a RA number will then be issued. RA numbers are valid for 5 days. Returns received after this date will be rejected. Return Authorisation Guidelines are subject to change depending on Vendor / Vendor Distributor return policy changes.

 Note - There is only one way of applying for an RA number.  This is via email to VPS (returns@vps.com.au)

17.5 Please return the product to VPS (Unit 3-4, 3 Apollo St, Warriewood, NSW,2102) with the RA# clearly written on separate packaging, NOT ON THE PRODUCT BOX. Please understand that if the RA# cannot be identified we will not be able to accept delivery.

Please Note - An RA# does not guarantee either credit or replacement. It is simply an authorisation to return the goods to VPS. Upon receipt of the product, VPS will verify the condition, warranty status and quantity.

 

18. Termination

18.1   If the Customer:

(a) makes default in any payment or breaches any of these Terms;

(b) becomes unable to pay its debts as and when they fall due; or

(c) commits an act of bankruptcy or, being a company, enters into liquidation or provisional liquidation whether compulsory or voluntary or compounds with its creditors generally or has a receiver or receiver manager or administrator appointed over all or part of its assets or passes a resolution for winding-up or a petition is presented for its winding-up. 

18.2   VPS may without prejudice to any of its rights or remedies under these Terms or otherwise by notice to the Customer:

(a) suspend further supply and require payment in advance for future supply;

(b) recover possession of any Product for which payment has not been made;

(c) terminate all or any purchase orders for Products or Services which have been accepted by VPS;

(d) claim immediate payment of all moneys due by the Customer in respect of all Products and/or Services which will then be immediately due and payable notwithstanding the due date or dates for payment or any terms agreed by VPS; and/or

(e) continue to enforce its rights and recover from the Customer such payments and any other amounts owing as and when they fall due. 

19. Force majeure

19.1 If the performance of VPS's 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 VPS, VPS will give notice of such cause to Customer and after 90 days from the receipt by Customer of such notice, either party may terminate the relevant Sales Contract without penalty.

20. Limitation of Liability

20.1   VPS shall not be responsible for any loss or damage howsoever caused to the property or person of the Customer or any third party as a result of any defect in the products whether patent or latent, and the Customer indemnifies VPS against any claims made against it by any third party arising out of any such defects.

21. Privacy

21.1   The Customer acknowledges that in respect of any information which is personal information (as that term is defined and understood under the Commonwealth Privacy Act 1988 (the "Act") which comes into its possession or that of any of its employees and/or contractors, pursuant to or in association with this Agreement, it will not use any such information in any way and for any purpose other than in compliance with the Act, whether or not the Customer, in its own right, is subject to the operation of the Act, and that in addition, in respect of any such personal information, the Customer will also abide by the provisions of the VPS privacy policy set out on its website at: www.vps.com.au as if such policy were its own, unless it has its own published policy which is no less stringent than the VPS Privacy Policy.

 

22.   No representations. 

22.1   The Customer acknowledges that VPS has not made any warranty or representation, express or implied, in relation to the Products or the Services, including whether they are suitable for a particular purpose (whether such purpose was made known to VPS or not), unless provided in writing.

23.   No implied terms. 

23.1   To the fullest extent permitted by law, the parties agree to exclude any terms which would otherwise be implied into these Terms by any statute. The liability of VPS for a breach of a condition or warranty implied into these Terms by the Trade Practices Act, 1974 is limited at the option of VPS:

(a) if the breach relates to goods, to the replacement of the goods or the supply of equivalent goods, or the repair of the goods, or the payment of the cost of replacing the goods or of acquiring equivalent goods or the payment of the cost of having the goods repaired; and

(b) if the breach relates to services, the supplying of the services again or the payment of the cost of having the services supplied again. 

24. Variation. 

24.1   The Any variation to these Terms must be in writing. Variations to any of the Services agreed to be supplied will be charged by VPS at its then current rates for those additional services, unless otherwise agreed in writing.

25. Taxes and GST. 

25.1   The amount payable to VPS is inclusive of existing taxes, duties and government charges imposed or levied in Australia in connection with the supply of the Products and Services. The Customer is liable for any new or varied taxes, duties or charges imposed subsequent to VPS's quotation in respect of the supply of the Products and Services. VPS will issue a valid tax invoice where GST is to be recovered.

26. Agreement. 

26.1   The terms and conditions contained herein constitute the entire Agreement between the parties and no amendment or variation shall be of any force and effect unless to writing and signed by both VPS and the Customer. No representations have been made by VPS or on its behalf which have induced the Customer to enter into this Agreement.

27. General. 

27.1   No relaxation or indulgence granted by VPS  to the Customer shall be deemed as a waiver of any rights VPS in terms of this Agreement and such relaxation or indulgence shall not be deemed a variation of any terms and conditions of this Agreement.

27.2 VPS may amend these Terms at any time, by giving Customer notice by mail, e-mail or by providing a revision of Terms on the VPS website. Customer should review the VPS Terms prior to placing order.

By continuing to place order for Products, Customer will be deemed to have accepted the revised Terms.

27.3 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.

27.4 These Terms are governed by the laws of the State of New South Wales and the courts of the state of New South Wales shall have exclusive jurisdiction to hear any disputes arising from or relating to this agreement.