These Terms of Trade (Terms) set out the sole contract between the Customer (you) and Locus Limited (Locus) in respect of all quotations given, orders accepted, Goods and Services (Deliverables) supplied and invoices issued by Locus to you. No variation to these Terms will be effective unless agreed in writing and signed by an authorised representative of Locus, and no term or condition shall be implied through any previous course of dealings between you and Locus. If any part of these Terms is held to be invalid or unenforceable for whatever reason, the remaining terms will remain in full force and effect. Locus may update these Terms from time to time [by posting an updated version on the website] and all quotations provided will be subject to the then current Terms.
Quotations and Orders
Locus will provide a quotation for Deliverables at the Customer’s request. Quotations are valid for a period of thirty (30) calendar days after which the quotation will automatically expire. Locus may withdraw quotations at any time prior to acceptance. Locus further reserves the right to withdraw any accepted quotation where a genuine error has been made.
Orders for Deliverables must be received in writing prior to expiry of the quotation and are subject to email confirmation of acceptance by Locus. Once accepted by Locus orders are final and are not subject to credit or return for any reason.
In preparing quotations Locus relies on the accuracy and completeness of the information you have provided to us. Where you later provide new or alternative information or modify your requirements in any way, Locus reserves the right to vary or withdraw its quotation and/or cancel an order.
Changes, additions or variations to an order after the deposit has been paid and/or any Deliverables have been supplied will be a variation and may incur variation fees and other charges.
Except to the extent expressly agreed by Locus in writing, the Deliverables are supplied for your own internal business purposes only and nothing in these terms will be read or interpreted to grant to you any right to act as reseller or distributor of the Deliverables to any third party.
Invoicing and Payment
The charges for the Deliverables are set out in the quotation and are exclusive of GST and any other applicable taxes, duties and levies which will also be invoiced to and payable by you. Where further Goods and/or Services are required in addition to those specified in the quotation you agree to pay the additional cost of such Goods and/or Services.
Where no payment terms are specified in a quotation Locus will issue invoices for Goods on the date acceptance of an Order is confirmed, and charges for Services and disbursements (if any) will be invoiced monthly in arrears. Unless otherwise specified in an invoice, invoices are due and payable by the 20th day of the month following the invoice date.
Where payment is not received in full by the due date, Locus may at its option: (i) charge interest on overdue amounts at the rate of 2% per month from the due date for payment until payment in full has been received by Locus (ii) suspend supply of any Deliverables until the account is paid in full and/or (iii) cancel any order and/or exercise any other remedies available to Locus in contract or at law.
Without limiting the above where you are in breach of your payment or other obligations under these Terms, you will indemnify Locus for all costs, disbursements and expenses incurred by Locus in the exercise of its rights under these Terms, including but not limited to all costs associated with recovering or attempting to recover any overdue amount, and legal costs on a solicitor and own client basis.
Credit
You authorise Locus to collect, retain and use any information about you for the purpose of assessing your creditworthiness or enforcing any of our rights and/or your obligations under these Terms.
Locus grants credit at its absolute discretion and without prior notification to you and may review, limit, vary or withdraw credit at any time and without any liability to you.
If Locus at any time considers the your credit to be unsatisfactory, we may require security for payment and may suspend performance of our obligations under these Terms until the provision of sufficient security.
Deliverables
The Services we provide will be of a professional standard. Locus will take reasonable steps to provide Services at the time requested by you however all timetables are estimates only. All third party software is supplied on the terms of and subject to the licence terms of the third party licensor of that software. The licence terms applicable to SAFE FME software may be found here.
Warranty
Third party Deliverables are supplied on the terms of the warranty (if any) provided by the third party manufacturer or supplier of such Deliverables. To the extent permitted by law, no other representation, warranty or condition shall be expressed or implied against Locus (including but not limited to the implied warranties of merchantability and fitness for purpose) in respect of the Deliverables.
Locus will not be responsible for any pre-existing hardware, software or networking equipment that is not compatible with the Deliverables.
Liability
Except to the extent expressly set out herein all warranties, descriptions, representations or conditions whether implied by law or otherwise are, and all other liability of Locus to you or to any other person, whether in tort (including negligence), in contract or otherwise is, expressly excluded to the fullest extent permitted by law. You acknowledge that you have agreed to acquire the Deliverables solely in reliance upon your own judgement, and have not relied on any warranties, descriptions, representations or conditions given by Locus.
Insofar as Locus may be liable notwithstanding the above, the aggregate liability of Locus, whether in tort (including negligence), in contract or otherwise for any loss, damage or injury arising from any defective or non-conforming Deliverables or any breach of Locus’s obligations under these Terms is, except where statute expressly requires otherwise, limited, at Locus’s option, to the amount paid by you for the defective Deliverables, or the reasonable cost of replacing the defective Deliverables. To the extent permitted by law Locus is not liable for any loss of profits, revenue or opportunity, or any consequential, indirect or special damage, loss or injury of any kind suffered by you or by any third party.
A waiver by Locus of any breach of these terms will not be, or be deemed to be, a waiver of any other or subsequent breach. These Terms are governed by the laws of New Zealand and will be subject to the jurisdiction of the New Zealand courts.
V1.0 Last updated 1 March 2023