Terms and Conditions
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. These current version of these Terms may be viewed at VPS's website at www.vitalsupplies.com.au
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
2. Product Order Policy
(a) All orders for Products placed by Customer:
(i) 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.vitalsupplies.com.au
(ii) 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.
(b) 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.
(c) 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.
(d) 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(a) (vii) and Clause14 for ‘Non-Stock’ items.
(e) ‘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.
(f) Placing A Product Order
To place an order with Vital you may either fax, e-mail, mail or telephone your order through to our sales staff.
Please include: - Invoice to - name and address
- Delivery Method – customer name and address to freight goods to and special instructions
- Order Placed by – contact name and details
- Purchase Order Number – customer’s internal purchase order number
- Date Ordered - date of order placed
- Date Required – date that customer requires order delivered
- Product Details - Product code, product description, and quantity required
- Product Price - Quoted price (if different from published price)
Payment Method – method of payment for order .
3. Prices
(a) Whilst VPS endeavours to maintain its published prices, such prices, however are subject to change without written or verbal notification.
(b) It is always advisable to confirm pricing and dispatch details by phone or email prior to placing an order.
(c) Unless stated otherwise in these Terms (or in writing by VPS's authorised representative), all prices quoted for Products are inclusive of all GST, but exclude handling, delivery, and any other charge, duty or impost.
4. Non-Trading Account Customers
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.vitalsupplies.com.au (“Trading Account Application”).
(c) Payment is required in full prior to delivery.
(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
(a) Completion of a trading account application located online www.vitalsupplies.com.au ("Trading Account Application"). (PDF)
(b) Please refer to VPS”Product Order Policy” on terms and conditions of placing an order.
(c) Application of a credit account is subject to completion of the application in full. If applicant requires credit limit over $2000.00 the directors’ guarantee must be signed.
(d) Vitals trading terms are strictly NET 14 days from statement, unless prior arrangement with our accounts department has been made, and confirmation of extended terms is received in writing.
(e) Applicant grants VPS the authority to make enquiries as to the credit responsibility of the applicant.
(f) Should the applicant default in payment of monies due, than all monies should be paid within (7) seven days from the date of demand. Account Closure may take place after this time with no verbal or written notification.
(f) Payment is due prior to shipment for all hardware and software purchases over $2000
(g) Please refer to VPS payment termsclause 6.
6. General Payment Terms:
(a)VPS Payment options are as follows:
(i) Cash is accepted for over the counter transactions
(ii) Company Cheque is accepted for Trading Account customers to value of Customers agreed credit limit, without clearing days. Any amount in excess of this limit is subject to bank clearance. For Non Trading Account customers, Company cheque is accepted to value of $2000.00. Any amount in excess of this limit is subject to bank clearance.
(iii) Personal Cheques are accepted for Trading Account customers and Non Trading Account customers but are subject to bank clearance.
(iv) EFT and Direct Deposit payments are accepted. Goods will be dispatched subject to receipt and confirmation by VPS of monies into VPS bank account
(v) Visa, Mastercard and Eftpos cards are accepted. For account payments and all purchases in excess of $1000 a credit card authorisation form must be obtained from the cardholder and received by VPS and is required prior to transaction being processed. Mastercard, Visa and EFTPOS card purchases will incur a surcharge of 1.5%,unless otherwise agreed to in writing by VPS.
(vi) American Express cards are accepted. For account payments and all purchases over $1000 a credit card authorisation form must be obtained from the cardholder and received by VPS prior to transaction being processed. American Express card purchases will incur a 3% surcharge, unless otherwise agreed to in writing by VPS.
(vii) ‘Non-Stock’ items require a 25% deposit (payment as outlined in Clause 6a) to be paid by Customer prior to placing order. This deposit is non-refundable. (refer toclause 17 for VPS order-cancellation policy)
(b) Payment is required prior to delivery of the Products to Customer unless agreed otherwise in writing by an authorised officer of VPS. If Customer fails to make payment in accordance with this clause 6(b) after demand for payment by VPS, all amounts owing by Customer to VPS on any account will immediately become due and payable.
(c) VPS may, in its sole discretion:
(i) suspend the provision of credit to Customer until all amounts owing are paid for in full; and
(ii) from time to time and at any time, vary or cancel any credit facility it makes available to Customer.
(d) Customer will be liable to pay interest on any overdue amount at the annual rate of 2%. Interest will accrue daily from the date payment became overdue until VPS has received payment of the overdue amount, together with any interest accrued.
(e) 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.
(f) Customer must pay to VPS any amount Customer must pay under clause 6(e) in full, despite any right of set-off that Customer may have.
(g) 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 the
tax or other amount is payable or not.
7. Online Payments
VPS Online payment will be a service offered shortly – please refer to Clause 6 for current payment options
8. Delivery
(a) 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.
(b) When placing an order with VPS for delivery, we require a physical street address and your land-line phone number. Delivery via courier cannot be to a Post Office Box. 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.
(c) The person at the delivery address who receives and signs for the goods will be presumed by VPS to be authorised.
(d) 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 re-sent.
9. Part Deliveries
VPS may make part deliveries of any order, and each part delivery will constitute a separate supply of the Products upon these Terms.
10. Delivery Charges
VPS have numerous courier services available to ensure fast and efficient deliveries.
Standard Delivery Service
VPS to Sydney Metropolitan Areas (from Palm Beach –Campbelltown – Richmond)
· $ 12.50 for orders up to 15kgs
· 1-2 business days approx. (subject to stock availability)
VPS to Sydney Regional Areas (Wollongong - Blue Mountains – Newcastle)
· $15.00 for parcels up to 15kgs
· 1-3 business days approx. (subject to stock availability)
VPS to Rural & Interstate Areas
· $15.00 for parcels up to 3kg cubic weight
· $17.50 for parcels up to 5kg cubic weight
· 1-3 business days approx. (subject to stock availability)
VIP Delivery Service
VPS to Sydney Metropolitan Areas (from Palm Beach –Campbelltown – Richmond)
· STD / VIP / PRIORITY Point-to-Point Courier Services available (subject to stock availability)
· Please contact VPS prior to placing order for pricing and logistics
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 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
Customer must:
(a) in the case of all Products ordered (other than Software Products), inspect such Products upon delivery to Customer's premises, notify VPS by written notice within 2 days of delivery, 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
(b) in the case of software Products, inspect such software Products upon delivery from VPS or upon receiving authorisation to download, and prior to removing Product shrink-wrap, installing or downloading software Product, notify VPS by written notice within 2 days of delivery or downloading (as the case may be), 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.
13. Title and risk
(a) Products supplied by VPS to Customer will be at Customer's risk immediately upon:
(i) delivery of the Products to the Customer, Customer’s agent or into the Customer's custody or control; or
(ii) collection of the Products by the Customer’s nominated carrier or agent.
(b) Customer must:
(i) effect and maintain with a reputable insurance company insurance for the Products, at its cost,
against all risks as it thinks appropriate;
(ii) note the interest of VPS on the insurance policy; and
(iii) produce a certificate of currency of the insurance effected by Customer under this clause 13(b) to VPS, upon request.
(c) Risk in the Products will remain with Customer at all times unless VPS retakes possession of the Products in accordance with clause 13(f)(ii).
(d) Title in the Products supplied by VPS to Customer will not pass to Customer and will remain the absolute property of VPS until such time as VPS 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 VPS and/or the applicable third party licensor(s) at all times.
(e) Until the Products have been paid for:
(i) Customer must properly segregate and store the Products in such manner as to clearly indicate that they are the property of VPS; and
(f) If Customer has breached these Terms or the terms of any relevant Sales Contract, Customer authorises VPS, at any time, to enter onto any premises upon which VPS's Products are stored to enable VPS to:
(i) inspect the Products; and/or
(ii) reclaim the Products.
(g) If Customer sells, disposes of or otherwise deals with Products or any part thereof before full payment has been received by VPS, Customer must advise VPS in writing, at such times as VPS may request, specifying full details of the Products sold, disposed of, utilised or otherwise dealt
with.
(h) 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.
(i) Customer agrees that the provisions of this clause 13 apply despite any arrangement under which VPS grants credit to Customer.
14. Returns
(a) Customer must notify VPS in writing of any Products it wishes to return within 5 days from the date of the invoice relating to those Products.
(b) Returns will be subject to VPS's returns policy as advised to Customer and amended by VPS from time to time, the current version of which is set out on www.vitalsupplies.com.au(“Returns Policy”).
(c) Each claim for the return of Products by Customer will be dealt with in accordance with the Returns Policy. Any substitute Products to be shipped to Customer in accordance with the Returns Policy will be sent by VPS to Customer by ordinary freight pre-paid.
(d) VPS 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 unauthorized repair of VPS's Products.
(e) The provisions of this clause 14 do not extend to any Products which have been added to, varied, or otherwise modified by, any person other than VPS.
15. Returns Policy
(a) DOA (Dead On Arrival) Products
(i) Should you receive any product that is Dead On Arrival (DOA) you must notify VPS, by phone, email or fax, within 2 working days from date of invoice to obtain a Return Authorisation Number (RA#). this number must be used in all correspondence relating to the returned Product.
(ii) VPS will then issue an RA#, and email or fax the Return Authorisation Form (RA Form) to you. Please ensure the product to be returned has the RA Form attached securely & visibly to the outside of the shipping carton.
(iii) VPS will pick-up and replace the goods within 5 working days (subject to stock availability).
(iv) Any product received by the VPS warehouse without the DOA Form attached will not be accepted, and returned at the Customer’s expense.
NOTE – Products returned where no fault is found will incur a no-fault fee of $ 75.00
(b) Warranty & Fault Repairs
(i) Should you have any product requiring fault or warranty repairs, you must notify VPS by phone, email or fax to obtain a Return Authority Number (RA#), this number must be used in all correspondence relating to the returned Product.
(ii) VPS will then email or fax a Return Authorisation Form (RA Form) to you.
(iii) All freight back to VPS is the responsibility of the Customer, and VPS accepts no responsibility for loss or damage occuring in transit.
(iv) Products to be returned for fault or warranty repair, are subject to Original Equipment Manufacturers (OEM) terms and conditions, and not to Vital’s discretion.
(c) Credit
VPS has a 2 day Credit Return Policy.
(i) Should you have any product to be returned for credit, you must notify VPS by phone, email or fax, within 2 working days from date of invoice, to obtain a Return Authority Number (RA#), this number must be used in all correspondence relating to the returned Product.
(ii) VPS will then email or fax the Return Authorisation Form (RA Form) to you. All freight back to VPS is the responsibility of the Customer, and VPS accepts no responsibility for loss or damage occuring in transit.
(iii) Please return the product to Vital with RA Form attached securely & visibly to the outside of the shipping carton.
(iv) Any product received by the VPS warehouse without the RA Form attached will not be accepted, and returned at the Customer’s expense.
(v) ‘No Fault Products’ returns will only be approved at VPS’s discretion, and may be subject to a re-stocking fee of up to 25% if the ‘No Fault Products’ return is approved by VPS.
(vi) Products returned for Credit must be in pristine, unopened condition with all seals and packaging intact. Used, opened, damaged, or soiled products will not be accepted for Credit and returned at the Customer’s expense.All
(d) No Fault Products
A 'no fault' product ('No Fault Product') is a Product returned by the Customer to VPS in circumstances where the return is not due to the fault of VPS or any fault with the Product.
(e)Products sold on a `No Returns Basis'
(i) VPS is entitled to supply certain No Fault Products on a 'No Returns Basis'.
(ii) The expression 'No Returns Basis' means that VPS will not accept returns on No Fault Products.
(iii) The Customer should refer to the VPS electronic product catalogue available on www.vitalsupplies.com.au, and to the list below “Product sold on a No Returns Basis” for details of products which are sold on a No Returns Basis.
(iii) To the extent permitted by law, VPS reserves the right to apply the No Returns Basis policy to any promotional or sale product(s) as it deems necessary. VPS will use all reasonable endeavours to ensure such Products are clearly advertised and promoted as being sold only on a No Returns Basis.
(iv) Product supplied on a "No Returns" Basis can not be returned to VPS unless the product is faulty within the warranties imposed by statute and which cannot be excluded by agreement.
Product sold on a "No Returns" basis:
- All Apple products
- All Canon Products
- All Epson products
- All Lexmark products
- All Fuji Xerox products
- All Software products
- All Fujitsu Hard Drives
- Hewlett-Packard PC, server and notebook products, including accessories
- All Hewlett-Packard UNIX products
- All IBM hardware products
- All Intel CPUs, overdrives, graphics cards and motherboard products
- All Iomega products
- All Kingston Memory products
- All Microsoft products
- All Maxtor Hard Drives
- All Western Digital Hard Drives
- All Toshiba products
- Selected Verbatim products
16. Force majeure
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.
17. Customer's cancellation
(a) Unless otherwise agreed in writing by an authorised officer of VPS, Customer may not cancel an order which has been accepted by VPS.
(b) If Customer's right of cancellation is agreed to by an authorised officer of VPS in writing, the right must be exercised by notice in writing from Customer to VPS not later than 7 days before the estimated date of shipment by the manufacturer or VPS (as the case may be).
(c) Unless otherwise agreed between Customer and VPS, upon cancellation prior to shipment, any deposit paid by Customer will be forfeited to VPS.
18. Default of Customer
(a) Without prejudice to any of VPS's other rights under these Terms, if Customer fails to make any payment due to VPS under these Terms, VPS may, in its sole discretion, and without further liability to Customer:
(i) refuse to make further supplies to Customer under the relevant Sales Contract; and/or
(ii) terminate the Sales Contract without notice.
(b) The Customer agrees that these Terms shall give rise to an interest in land thereby enabling VPS to lodge a caveat against the title to any land owned partly or wholly by the Customer, in order to protect and secure the interests of VPS under these Terms and under any Sales Contract.
(c) In the event that VPS 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 VPS.
19. Warranty
(a) VPS will notify Customer of any applicable manufacturers' warranty in relation to the Products. To the extent permitted by law, VPS's entire responsibility with respect to warranties for the Products is to pass on to Customer the benefit of any such warranties. Subject to clause 20,
software Products are not warranted under these Terms.
Such software Products are warranted in accordance with the relevant licence agreements that govern their use.
(b) To the extent permitted by law, the manufacturers' warranties referred to in clause 20 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.
(c) Certain legislation may imply warranties or conditions or impose obligations upon VPS 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 VPS is able to do so, its liability will be limited, at its option, to:
(i) 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
(ii) in the case of services: the supply of the services again; or the payment of the cost of having the services supplied again.
20. Liability
(a) To the extent permitted by law, VPS 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 as a result of:
(i) any negligent act or omission or wilful misconduct of VPS or its employees or agents;
(ii) the supply, performance or use of any Products or services; or
(iii) any breach by VPS of its obligations under these Terms or any relevant Sales Contract.
(b) VPS does not warrant that repair facilities or parts will be available in respect of any of the Products.
21. Credit assessment
(a) If any Products are supplied to Customer on credit, VPS may need to disclose to a credit reporting agency certain information referred to in clause
22 (c) about Customer when assessing Customer's application for credit and managing Customer's account with VPS. Customer
authorises VPS to disclose such information to a credit reporting agency for these purposes.
(b) Subject to VPS's obligations under the Privacy Act 1988 (Cth) as amended and any other applicable laws, VPS mayprovide the information referred to in clause 22(c) to acredit reporting agency to obtain a consumer credit reportabout Customer or to allow the credit reporting agency tocreate or maintain a credit information file about Customer.Customer agrees that VPS may disclose a credit reportabout it to any credit provider, debt collecting agency orVPS's insurers for the purposes of assessing Customer'screditworthiness or to collect any overdue payments (as thecase may be).
(c) VPS may disclose the following information relating to Customer in accordance with clauses 22 (a) and (b):
(i) Customer's name and address;
(ii) credit limits on Customer's accounts;
(iii) the amount of any payments which are overdue for at least 60 days;
(iv) where an overdue payment has been previously reported, advice that the payment is no longer overdue;
(v) Any method of payment including, but not limited to, cheques, electronic funds transfer, Bpay, credit card payments which have been dishonoured;
(vi) information that, in the opinion of VPS, Customer has committed a serious credit infringement; and
(vii) information that VPS has ceased to supply the Products and services to Customer.
(d) Customer agrees that VPS may obtain information about Customer from any business which provides information about the commercial creditworthiness of persons for the
purposes of assessing Customer's application to purchase the Products on credit and collecting any overdue amounts.
(e) VPS may refuse to supply the Products to Customer on credit on the basis of VPS’s credit assessment of Customer.
22. Privacy
(a) Customer agrees to VPS collecting, using and disclosing information about Customer of the kind referred to in clause 22(c) for various purposes, including to:
(i) assess creditworthiness as outlined in clause 22;
(ii) supply the Products and services to Customer and the management of Customer's account;
(iii) communicate with Customer about the Products and services which VPS or its partners or affiliates may provide to Customer;
(iv) implement these Terms and any Sales Contract; and
(v) comply with relevant laws.
(b) VPS, at the written request of Customer, will:
(i) provide Customer with access to any personal information relating to Customer held by VPS; and
(ii) correct or amend any personal information relating to Customer held by VPS which is inaccurate or out of date.
(c) VPS will handle Customer's personal information in accordance with relevant laws.
23. Intellectual property
(a) Customer acknowledges that:
(i) 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 VPS or its suppliers; and
(ii) all Intellectual Property of VPS or its suppliers may only be used by Customer with the express written consent of VPS 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. Any licensing of Intellectual Property rights in any software Products supplied to Customer will immediately cease upon expiry or termination of the relevant licence agreement that governs their use.
(b) Customer must not, during or after the expiry or termination of any relevant Sales Contract, without the prior written consent of VPS or its suppliers, register or use any trade marks, trade name, domain name, trading style or commercial designation or design used by VPS or its
suppliers in connection with the Products.
(c) Customer will indemnify VPS against all liabilities, damages, costs and expenses which VPS may suffer or incur as a result of work done 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 VPS, and which results in the infringement of any Intellectual Property of any person.
24. Confidentiality
(a) Customer acknowledges that VPS has disclosed and may from time to time disclose to Customer certain confidential information and documentation of VPS relating to the Products, their marketing, use, maintenance and software, including technical specifications ("Confidential
Information").
(b) Subject to clause 25(e), Customer must:
(i) only use the Confidential Information solely for the purposes contemplated under any relevant Sales Contract; and
(ii) 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.
(c) 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 VPS's Confidential
Information under this clause 25.
(d) Upon the expiry or termination of any relevant Sales Contract, Customer must cease to use and must return or destroy (as VPS may instruct) VPS's Confidential Information in its possession or control.
(e) The provisions of this clause 25 do not extend to any information which is:
(i) 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;
(ii) public knowledge (otherwise than as a result of a breach of this clause 25 or any other obligation of confidentiality);
(iii) approved in writing by an authorised officer of VPS to be disclosed; or
(iv) required to be disclosed by a government authority or by relevant laws provided that notice of any such required disclosure is first given to VPS.
25. General
(a) VPS may amend these Terms at any time, by giving Customer notice by mail, e-mail or by posting a notice on VPS's public website. By continuing to place orders for
Products, Customer will be deemed to have accepted the revised Terms.
(b) 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.
(c) Customer may not assign or attempt to assign any of its rights and obligations under these Terms.
(d) 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.
Version: October 2008