1. Application of Terms and Conditions 1.1 The Seller shall sell and the Buyer shall purchase the Goods and / or Services in accordance with any quotation or offer of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller; 1.2 These Terms and Conditions shall govern the Contract to the exclusion of any other terms and conditions or agreements subject to which any such quotation is accepted or purported to be accepted by the Seller, or any such order is made or purported to be made, by the Buyer; 1.3 If an agreement or contract is provided for signature (i.e. Statement of Work, Master Service Agreement, Material Purchase Agreement, etc) but is not signed by both the Seller and the Buyer and a Purchase Order or written communication of purchase is provided, the Terms and Conditions as outlined within the agreement or contract is understood to be acceptable by both Parties of the transaction.
2. Payment and Taxes 2.1 Systemethix will issue a tax invoice for any amount due in accordance with this quote, Agreement or SOW. All tax invoices must be paid within EOM+20 Days of the date of invoice. 2.2 Time is of the essence for the Buyer’s payment obligations. If the Buyer fails to make any payment when due, then without any liability to the Buyer and in addition to any other of Systemethix’s remedies or rights: a. Systemethix may suspend the Services until the Buyer pays all outstanding amounts; and b. Systemethix may charge the Buyer a late charge for any failure to make any payment by the due date calculated daily using a rate that is 4% over the Reserve Bank of New Zealand’s Cash Rate, from the date that the payment first becomes overdue, to the date that the payment is received by Systemethix, both dates inclusive. 2.3 The Buyer must pay Systemethix all amounts due in connection with this quote or Agreement without set-off or deduction for any reason provided that the Buyer may set off any overpayments against amounts due for payment. All amounts paid to Systemethix are non-refundable. 2.4 The Buyer acknowledges and agrees that the Fees and Expenses may change if: a. the Buyer’s scope of work changes; b. Systemethix provides services which are outside the scope of the Services; c. Services are rescheduled; d. the Buyer fails to perform any of its obligations as stated in the quotation or as stated in any documentation provided with the quotation; or e. the parties agree in writing for any other reason.
3. Confidentiality 3.1 All information shared between the Buyer and Systemethix is confidential except to the extent it: a. is or becomes publicly available through no fault of the recipient of the information; or b. is independently acquired or developed by the recipient without breaching any of its obligations under this Agreement or at law, and without the benefit or use of any information disclosed; or c. is lawfully acquired by the recipient from a third party, provided such information is not obtained as a result of a breach by that third party of any confidentiality obligations owing to the discloser.
4. General 4.1 The Buyer and Systemethix will comply with all applicable laws. 4.2 The Buyer must not unreasonably withhold or delay the giving of any consent or approval required by Systemethix. 4.3 The Buyer may not assign, transfer or novate the Agreement in whole or in part without first obtaining Systemethix’s written consent.