Terms and Conditions

These are the terms and conditions apply to your purchase of Bluechiip’s products, including readers, consumables, software and services.

 

Bluechiip IP, means Intellectual Property of any nature whatsoever that subsists in the Bluechiip Products, in the Software and in the Bluechiip Technology, including patents filed in the name of Bluechiip, circuit layouts and copyright subsisting in software that is embedded in or otherwise manages or controls or monitors the use or operation of or is used with the Bluechiip’s Technology or a component thereof and the Trade Marks and all Intellectual Property subsisting in documentation describing or otherwise accompanying or ancillary to the Bluechiip Products and/or the Bluechiip Technology.

Bluechiip Technology means proprietary MEMS-based technology that tracks samples and/or specimens and related data, including temperature and identification throughout their life cycle and its components include the Readers, Bluechiip enabled sample storage range of consumables and the Software;

Intellectual Property means all intellectual property rights of any nature whatsoever including patents, trademarks, copyright, know how, trade secrets, the right to have any confidential information kept confidential, and all rights similar to the foregoing, whether at common law or conferred by statute, throughout the world for the full period of the rights and all renewals and extensions thereof.

Product means any products containing Bluechiip Technology including Bluechiip-enabled consumables, Readers, Tags and includes the Software and Services.

Reader means a Bluechiip reader that interrogates and decodes the identification and/or temperature information from the Tags and that incorporates technology owned by Bluechiip;

Software means any operating system, utility or applications software in machine readable, object, printed or interpreted form and either incorporated within or with a Product including components of Stream software and embedded in Reader software owned and/or developed by Bluechiip that is embedded in or otherwise manages or controls or monitors the use or operation of or is used with the Bluechiip Technology or a component thereof and includes both its object code and source code;

Specification means Bluechiip’s published specifications from time to time for the Products.

Services means services relating to the Bluechiip Technology including software interfacing, process validation, post-warranty support that may comprise software updates and support, provision of consumables, post-warranty product servicing and training.

Trade Marks means Bluechiip’s proprietary trademarks, including the trade mark BLUECHIIP and BLUECHIIP ENABLED and blue coloring applied to the Tags.

 

2.2 Restrictions on Use - the Product

The Customer must not use the Product for tracking samples or specimens intended for human consumption. Customer must not: (i) make, or have made, any form of copy, whether digital, printed, photographic or otherwise, of the Product, except insofar as such Product may be incorporated by Customer on screen or printed material, nor (ii) place, or have placed the Product on an electronic bulletin board or other form of on line service, (iii) reverse engineer, decompile or disassemble or otherwise attempt to discover the source code of the Product, nor (iv) modify, adapt, translate, rent, lease, loan or create derivative works from the Product.

 

2.3 License Term

This License shall continue for as long as the Customer uses the Products and Software, except that it shall terminate if Customer fails to comply with any of these terms or conditions including Customer’s payment obligations.

 

3. Orders and Delivery

3.1 Orders

Customer shall be entitled to issue Purchase Orders to Bluechiip for all Products that are released and listed in Bluechiip’s standard Catalogue.  Bluechiip shall not have any obligation to accept any purchase order that is not consistent with a Bluechiip quote. Each order shall specify the products and the quantity of each product being ordered. Orders may be ad-hoc. Orders may be standing orders, being orders for a pre-determined quantity of product with a pre-determined desired delivery schedule (Standing Order). Orders may also be for a pre-determined quantity of product with a variable desired delivery schedule (Standing Flexible Order), provided that the desired delivery schedule for the entire order does not exceed twelve (12) months (Twelve Months Delivery Period).

 

3.2 Delivery and Title

Bluechiip shall deliver to Customer the Products and Services that are the subject of an purchase order accepted by Bluechiip. Delivery terms shall be Ex-Works (Incoterms 2020) Bluechiip’s nominated address. Risk of loss of or damage to the Products shall pass to Customer at the Ex-Works point of delivery.  Title in the Products shall pass to the Customer upon payment in full therefor. Bluechiip shall be entitled to refrain from delivery of Products where Customer is in breach of any of its payments obligations and to take possession of Products for which Customer fails to pay. Customer shall be responsible for and bear all freight, insurance and other shipping expenses and all applicable taxes or duties that may be assessed against the Products from the Ex-Works point of delivery.  Bluechiip will use standard couriers and will determine the most appropriate means of transport, whether over land or otherwise.  Customer may request 2 day shipping which will incur an additional cost.  Where Bluechiip arranges for any such logistics on Customer’s behalf, it shall be entitled to charge Customer an administration and handling fee which is the greater of $50 or 2.5% of the invoiced price of Products in each order.  If the Customer choose to use their own shipping service, Customer will supply relevant details to Bluechiip and Bluechiip reserves the right to charge a packing and handling fee per shipment which is the greater of $50 or 2.5% of the invoiced price of Products in each order.  If Bluechiip expects there to be any delay in the delivery of Products, it shall notify Customer and shall provide delivery updates accordingly. For Standing Orders, Bluechiip shall be entitled to effect delivery for the pre-determined quantity of product in accordance with the pre-determined delivery schedule referred to in Section ‎4.1. For Standing Flexible Orders, Bluechiip shall be entitled to effect delivery of the entire pre-determined quantity of product within the Twelve Months Delivery Period. For all order, Bluechiip shall be entitled to effect delivery by way of 2 or more partial delivery of orders.

 

3.3 Inspection

Customer shall inspect all Products delivered to it within seven (7) days of delivery (Inspection Period) and shall ensure that the delivered Products conform to its order. Provided Customer delivers to Bluechiip during the Inspection Period notice of a discrepancy between its order and the Product delivered to it, Bluechiip shall correct the discrepancy at its own cost.

 

3.4 Services

Bluechiip shall provide the Services to the Customer if and to the extent that Customer purchases the Services.

 

4. Prices and Payment

4.1 Invoicing

Bluechiip shall invoice Customer within seven (7) days of delivery (in accordance with Section ‎4.2 of Bluechiip Products, including in the case of Standing Orders and Standing Flexible Orders and any other circumstances in which partial delivery of Product occurs. In addition, in the case of Standing Flexible Orders, Bluechiip shall be entitled to issue to Customer an invoice for the entire pre-determined quantity of Product upon the expiry of the Twelve Months Delivery Period, provided that Bluechiip will have effected delivery of the entire pre-determined quantity of Product. For Software Licenses, Bluechiip shall be entitled to invoice Customer on either a recurring monthly or annual basis depending on the time interval chosen by the Customer at the initial point of purchase.

 

4.2 Payment

Customer shall pay for Bluechiip Products within thirty (30) days of delivery, free and clear from all foreign exchange and wire (if any) fees and shall reference Bluechiip’s invoice, except that: (i)  Payment for the Software license shall be either by upfront annual payments or by way of monthly instalments each payable in advance, commencing on the date of sale of Products containing the Software or the date of first use of the Software, whichever the earlier, and (ii) payment of for capital (not consumables) that are the subject Standing Orders or Standing Flexible Orders,  shall be by way of equal instalments, payable monthly in advance in amounts that are set out in Bluechiip’s quote therefor, and (iii) payment for the Services shall commence once warranty expires and shall be paid either by upfront annual payments or by way of equal instalments, payable monthly in advance in the amounts set out in Bluechiip’s quote. Approved payment methods include the following:
 

Bank Transfer to:

Bluechiip Inc.

Bank of America

Routing: 081904808

Account Number: 291034647510

 

Credit Card Payments:

Email Purchase Order to [email protected] and provide email for secure payment link. A 3.7% surcharge applies to credit card payment.

 

For recurring payments for the Software and instalment payments as described above, Customer must set up automatic payments either direct to Bluechiip’s bank account or via credit card, that are set up in advance.

 

4.3 Prices

The prices for the Products are in accordance with Bluechiip’s quote provided to Customer. Bluechiip shall be entitled to increase the price of the Products at any time and in its sole discretion, except that any such price increase shall not apply to Orders that Bluechiip receives before the date on which prices increase and provided that: (i) where a Purchase Order specifies a desired delivery period that exceeds twelve (12) months, such price increase shall apply to deliveries scheduled after the first such twelve (12) months, and (ii) Bluechiip shall be entitled to increase the price of Software licenses once annually.

 

4.4 Late Payments

All amounts not paid by Customer when due, shall bear interest, to the extent permitted by law, at the rate of one and a half percent (1.5%) per month, compounded monthly with interest calculated based on the number of days that payment is delinquent.

 

5. Warranty and Support

Bluechiip warrants to Customer that, subject to these terms and conditions: (i) the Bluechiip Products purchased by Customer hereunder, and (ii) the hardware components of the Bluecube Server on which the Software is recorded shall each, at the time of delivery and for one (1) year following the delivery date, conform to the Specifications. Bluechiip reserves the right to change the specifications of its Products at any time without notice.  Bluechiip hereby disclaims all other warranties other than warranties that are expressly set out in these terms and conditions.

 

5.2 Warranty Qualifications

The warranty set out in Section 6.1 does not apply to any Bluechiip Product that: (i) has had any identification markings removed or rendered illegible; (ii) has been damaged by transportation, storage or maintenance under temperature and other conditions that are contrary to Bluechiip’s specifications or instructions, or (iii) has been the subject of misuse, accident or neglect, or from any other cause beyond Customer’s reasonable control after the delivery of the Tag Product in accordance with Section6.1; or (iv) has been used in a manner not in accordance with the instructions supplied by Bluechiip or in a manner other than for which it was intended.  Customer acknowledges that Bluechiip has not authorized any person to make any representation or warranty for, or to incur any liability with respect to, the Product nor for the Software, and any technical, applications or design information or advice, quality characterization, reliability data or other services provided by Bluechiip shall not constitute any representation or warranty by Bluechiip or alter these terms and conditions, and no additional obligations or liabilities shall arise from Bluechiip ’s providing such information or services.

 

5.3 Warranty Limitations

Bluechiip ’s entire and exclusive liability and remedy shall be limited to either, at Bluechiip ’s option, repair or replacement of products that do not meet Bluechiip ’s express warranty.  Bluechiip does not warrant that the Software is error-free and disclaims all warranties, express or implied, as to non-infringement of third party rights, merchantability, or fitness for any particular purpose.   In no event shall Bluechiip be liable for any damages, including any loss of profits, or other incidental or consequential damages, arising out of Customers’ use or inability to use the Software or its accompanying written materials.

 

5.4 Infringement of Third Party Rights

In the event that a third party claim that a Product or Customer’s use thereof infringes any patent or violates or any proprietary right of a third party, and Customer’s use is enjoined, Bluechiip shall use good faith to: (i) procure for Customer the right to continue using the Product; or (ii) modify or replace the Product so as to render it non-infringing while remaining functionally equivalent to the original Product, at no additional charge to Customer. The foregoing obligations of Bluechiip do not apply to any claim or loss to the extent it results from: (i) any modification or alteration to the Product where the modification or alteration was not provided by or expressly authorized by Bluechiip; (ii) use of the Product in a way not provided for or described in the applicable documentation; (iii) use of the Product in combination with any other product not supplied or authorized by Bluechiip which causes the Product to become infringing. Customer shall indemnify, defend and hold harmless Bluechiip from and against any and all claims and losses to the extent such claims and losses are excluded from Bluechiip’s infringement obligations. Bluechiip’s obligations hereunder are conditioned upon promptly notifying Bluechiip in reasonable detail of any claim or loss. This Section 6 states Customer’s exclusive remedy with respect to any claim or loss for breach of warranty or infringement.  BLUECHIIP MAKES NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, AND BLUECHIIP DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 

5.5 Post Warranty Support

Customer may choose to purchase support services for the Products and Software once the Warranty expires.  Bluechiip shall provide pricing and terms as required.  If Customer does not order support services, Bluechiip’s standard Labor, Shipping and Parts pricing shall apply to any Product repair or Service required, including software updates and reader firmware upgrades/updates.

 

6. Limitation of Liability, Indemnities and Insurance

6.1 Limitation of Liability

Notwithstanding anything to the contrary in these Terms and Conditions, neither party shall be liable to the other party for any incidental, indirect, special, consequential or punitive damages, regardless of the nature of the claim, including, without limitation, lost profits, costs of delay, any failure of delivery, business interruption, or costs of lost or damaged data, even if the party has been advised of the possibility of such damages.  The cumulative liability of Bluechiip to Customer for all claims arising from or relating to these Terms and Conditions shall not exceed the total amount of all payments actually paid to Bluechiip by Customer under this Terms and Conditions during the twelve (12)-month period immediately prior to the event, act or omission giving rise to such liability.  The limitations of liability in this section are intended to apply without regard to whether other provisions of this Terms and Conditions have been breached or have proven ineffective.

 

6.2 Indemnity by Bluechiip

Bluechiip will indemnify, defend and hold harmless Customer, its employees, directors, officers, consultants, subcontractors, agents and representatives (collectively, Customer Indemnitees) from any and all claims related to or arising from the supply of Products or Bluechiip’s material breach of these terms and conditions to the extent that such supply or breach results in death or personal jury to a person and in each case except to the extent that any such claims and any resulting loss or damage are caused by any breach by any Customer Indemnitees of these terms and conditions or the gross negligence, willful misconduct or the violation of any applicable laws by the Customer Indemnitees..

 

6.3 Indemnity by Customer

Customer will indemnify, defend and hold harmless Bluechiip, its affiliates, and its and their respective employees, directors, officers, consultants, subcontractors, agents and representatives (collectively, Bluechiip Indemnitees) from any and all claims related to or arising from: (i) any third party claim that Customer’s use, sale or offer for sale of the Products or the Bluechiip Technology, infringes the rights of a third party, (ii) Customer’s material breach of these terms and conditions or of applicable law, rule or regulation that it commits in the course of using or commercializing in any manner whatsoever the Products or the Bluechiip Technology, in each case except to the extent that any such claims and any resulting loss or damage are caused by any breach by any Bluechiip Indemnitees of these terms and conditions or the gross negligence, wilful misconduct or the violation of any applicable laws by the Bluechiip Indemnitees. 

 

6.4 Insurance

Bluechiip shall maintain Product Liability cover of no less than two million US dollars (US$2M).

 

7. Intellectual Property

As between the parties, the Bluechiip IP and all improvements, and other modifications to the Bluechiip IP made by or on behalf of any person, including Customer is the exclusive property of Bluechiip.  

 

8. General

8.1 No assignment or Delegation

Neither party shall assign or otherwise transfer these Terms and Conditions, or assign or delegate any of its rights or obligations hereunder, to any other party, including any parent, subsidiaries, affiliated entities or third parties, or as part of the sale of any portion of its business, or pursuant to any merger, consolidation or reorganization, without the other party’s prior written consent.

 

8.2 Difficulty in Performing Obligations

Neither party shall be responsible for any failure to perform its obligations under these Terms and Conditions during the period that such failure is caused by acts of God, civil or military unrest, acts of terrorism, riots, war, fire, explosion, flood, earthquake, shortages in supply chains, laws or governmental regulations or other causes that are beyond the reasonable control of such party. During such period, Products affected hereby may be excluded from this Terms and Conditions without liability of either party and Bluechiip shall not be obligated to purchase substitute products for Customer. 

 

8.3 Confidentiality

Each party agrees that it will keep in confidence all information and documentation disclosed by the other party which relates to any confidential information or trade secrets, including without limitation, proprietary processes of manufacture, know-how, methods of carrying on business including the terms of these Terms and Conditions, or information which is designated by a party as confidential (“Confidential Information”) and that it will not directly or indirectly use, copy or disclose to any third party any Confidential Information it receives from the other party, except that access shall be permitted to an employee, attorney, auditor or contractor requiring access to same in connection with performance under these Terms and Conditions and who are bound by confidentiality obligations at least as stringent as those contained herein. Notwithstanding the foregoing sentence, Bluechiip shall be entitled to list Customer as a customer on its Web Site Confidential Information shall not include any information which is: (i) known by the receiving party at the time of disclosure by the other party, free of any obligation to keep it confidential;  (ii) publicly available or hereafter becomes publicly available through authorized disclosure; or (iii) rightfully obtained by the receiving party from a third party who has the right to disclose such information; or (iv) independently developed by the receiving party.

 

8.4 Entire Terms and Conditions, Waiver

These Terms and Conditions contains the entire understanding of the parties and supersedes any and all previous Terms and Conditions, communications and understandings between the parties concerning the subject matter hereof. No amendment of these Terms and Conditions shall be effective unless in writing and signed by both parties. No failure or delay by any party hereto in exercising any right or remedy hereunder or under applicable law will operate as a waiver thereof, or a waiver of a particular right or waiver of any right or remedy on any subsequent occasion.

 

8.5 Governing Law

This Terms and Conditions is governed by the laws of the State of Delaware.  A party seeking to enforce this Terms and Conditions in a court of law may initiate legal proceedings in the courts of the jurisdiction of the other party and such other party hereby agrees to submit to the exclusive jurisdiction of such courts.

 

Bluechiip Inc.

These are the terms and conditions apply to your purchase of Bluechiip’s products, including readers, consumables, software and services

 

Bluechiip IP, means Intellectual Property of any nature whatsoever that subsists in the Bluechiip Products, in the Software and in the Bluechiip Technology, including patents filed in the name of Bluechiip, circuit layouts and copyright subsisting in software that is embedded in or otherwise manages or controls or monitors the use or operation of or is used with the Bluechiip’s Technology or a component thereof and the Trade Marks and all Intellectual Property subsisting in documentation describing or otherwise accompanying or ancillary to the Bluechiip Products and/or the Bluechiip Technology.

Bluechiip Technology means proprietary MEMS-based technology that tracks samples and/or specimens and related data, including temperature and identification throughout their life cycle and its components include the Readers, Bluechiip enabled sample storage range of consumables and the Software;

Intellectual Property means all intellectual property rights of any nature whatsoever including patents, trademarks, copyright, know how, trade secrets, the right to have any confidential information kept confidential, and all rights similar to the foregoing, whether at common law or conferred by statute, throughout the world for the full period of the rights and all renewals and extensions thereof.

Product means any products containing Bluechiip Technology including Bluechiip-enabled consumables, Readers, Tags and includes the Software and Services.

Reader means a Bluechiip reader that interrogates and decodes the identification and/or temperature information from the Tags and that incorporates technology owned by Bluechiip;

Software means any operating system, utility or applications software in machine readable, object, printed or interpreted form and either incorporated within or with a Product including components of Stream software and embedded in Reader software owned and/or developed by Bluechiip that is embedded in or otherwise manages or controls or monitors the use or operation of or is used with the Bluechiip Technology or a component thereof and includes both its object code and source code;

Specification means Bluechiip’s published specifications from time to time for the Products.

Services means services relating to the Bluechiip Technology including software interfacing, process validation, post-warranty support that may comprise software updates and support, provision of consumables, post-warranty product servicing and training.

Trade Marks means Bluechiip’s proprietary trademarks, including the trade mark BLUECHIIP and BLUECHIIP ENABLED and blue coloring applied to the Tags.

 

2.2 Restrictions on Use - the Product

The Customer must not use the Product for tracking samples or specimens intended for human consumption. Customer must not: (i) make, or have made, any form of copy, whether digital, printed, photographic or otherwise, of the Product, except insofar as such Product may be incorporated by Customer on screen or printed material, nor (ii) place, or have placed the Product on an electronic bulletin board or other form of on line service, (iii) reverse engineer, decompile or disassemble or otherwise attempt to discover the source code of the Product, nor (iv) modify, adapt, translate, rent, lease, loan or create derivative works from the Product.

 

2.3 License Term

This License shall continue for as long as the Customer uses  the Products and Software, except that it shall terminate if Customer fails to comply with any of these terms or conditions including Customer’s payment obligations.

 

3. Orders and Delivery

3.1 Orders

Customer shall be entitled to issue Purchase Orders to Bluechiip for all Products that are released and listed in Bluechiip’s standard Catalogue.  Bluechiip shall not have any obligation to accept any purchase order that is not consistent with a Bluechiip quote. Each order shall specify the products and the quantity of each product being ordered. Orders may be ad-hoc. Orders may be standing orders, being orders for a pre-determined quantity of product with a pre-determined desired delivery schedule (Standing Order). Orders may also be for a pre-determined quantity of product with a variable desired delivery schedule (Standing Flexible Order), provided that the desired delivery schedule for the entire order does not exceed twelve (12) months (Twelve Months Delivery Period).

 

3.2 Delivery and Title

Bluechiip shall deliver to Customer the Products and Services that are the subject of an purchase order accepted by Bluechiip. Delivery terms shall be Ex-Works (Incoterms 2020) Bluechiip’s nominated address. Risk of loss of or damage to the Products shall pass to Customer at the Ex-Works point of delivery.  Title in the Products shall pass to the Customer upon payment in full therefor. Bluechiip shall be entitled to refrain from delivery of Products where Customer is in breach of any of its payments obligations and to take possession of Products for which Customer fails to pay. Customer shall be responsible for and bear all freight, insurance and other shipping expenses and all applicable taxes or duties that may be assessed against the Products from the Ex-Works point of delivery.  Bluechiip will use standard couriers and will determine the most appropriate means of transport, whether over land or otherwise.  Customer may request 2 day shipping which will incur an additional cost.  Where Bluechiip arranges for any such logistics on Customer’s behalf, it shall be entitled to charge Customer an administration and handling fee which is the greater of $50 or 2.5% of the invoiced price of Products in each order.  If the Customer choose to use their own shipping service, Customer will supply relevant details to Bluechiip and Bluechiip reserves the right to charge a packing and handling fee per shipment which is the greater of $50 or 2.5% of the invoiced price of Products in each order.  If Bluechiip expects there to be any delay in the delivery of Products, it shall notify Customer and shall provide delivery updates accordingly. For Standing Orders, Bluechiip shall be entitled to effect delivery for the pre-determined quantity of product in accordance with the pre-determined delivery schedule referred to in Section ‎4.1. For Standing Flexible Orders, Bluechiip shall be entitled to effect delivery of the entire pre-determined quantity of product within the Twelve Months Delivery Period. For all order, Bluechiip shall be entitled to effect delivery by way of 2 or more partial delivery of orders.

 

3.3 Inspection

Customer shall inspect all Products delivered to it within seven (7) days of delivery (Inspection Period) and shall ensure that the delivered Products conform to its order. Provided Customer delivers to Bluechiip during the Inspection Period notice of a discrepancy between its order and the Product delivered to it, Bluechiip shall correct the discrepancy at its own cost.

 

3.4 Services

Bluechiip shall provide the Services to the Customer if and to the extent that Customer purchases the Services.

 

4. Prices and Payment

4.1 Invoicing

Bluechiip shall invoice Customer within seven (7) days of delivery (in accordance with Section ‎4.2 of Bluechiip Products, including in the case of Standing Orders and Standing Flexible Orders and any other circumstances in which partial delivery of Product occurs. In addition, in the case of Standing Flexible Orders, Bluechiip shall be entitled to issue to Customer an invoice for the entire pre-determined quantity of Product upon the expiry of the Twelve Months Delivery Period, provided that Bluechiip will have effected delivery of the entire pre-determined quantity of Product. For Software Licenses, Bluechiip shall be entitled to invoice Customer on either a recurring monthly or annual basis depending on the time interval chosen by the Customer at the initial point of purchase.

 

 

4.2 Payment

Customer shall pay for Bluechiip Products within thirty (30) days of delivery, free and clear from all foreign exchange and wire (if any) fees and shall reference Bluechiip’s invoice, except that: (i)  Payment for the Software license shall be by way of monthly instalments each payable in advance, commencing on the date of sale of Products containing the Software or the date of first use of the Software, whichever the earlier, and (ii) payment of for capital (not consumables) that are the subject Standing Orders or Standing Flexible Orders,  shall be by way of equal instalments, payable monthly in advance in amounts that are set out in Bluechiip’s quote therefor, and (iii) payment for the Services shall commence once warranty expires and shall be paid  by way of equal instalments, payable monthly in advance in the amounts set out in Bluechiip’s quote. Approved payment methods include the following:
 

Bank Transfer to Bluechiip Limited:

- US$ Currency to Bluechiip Limited: Account Number: "BLCIPUSD01"

Account Name: "BLUECHIIP LIMITED" Bank State Branch (BSB) number: "082-039"

- EUR Currency: Account Number: "BLCIPEUR01"

Account Name: "BLUECHIIP LIMITED" Bank State Branch (BSB) number: "082-039"

- AU$ currency: "BLUECHIIP LIMITED". BSB: "083-231" Account Number: "584327938"

 

Bank Name: "National Australia Bank"

HQ Address: Level 2, 330 Collins St, Melbourne, Vic, AUS. Post Code: 3000. Elsternwick branch

SWIFT Code: "NATAAU3303M"

When paying, please quote invoice number and Customer Name. Billing inquiry and notification can be made to [email protected]

 

Credit Card Payments:

Email Purchase Order to [email protected] and provide email for secure payment link. A 3.7% surcharge applies to credit card payment.

For recurring payments for the Software and instalment payments as described above, Customer must set up automatic payments either direct to Bluechiip’s bank account or via credit card, that are set up in advance.

 

4.3 Prices

The prices for the Products are in accordance with Bluechiip’s quote provided to Customer. Bluechiip shall be entitled to increase the price of the Products at any time and in its sole discretion, except that any such price increase shall not apply to Orders that Bluechiip receives before the date on which prices increase and provided that: (i) where a Purchase Order specifies a desired delivery period that exceeds twelve (12) months, such price increase shall apply to deliveries scheduled after the first such twelve (12) months, and (ii) Bluechiip shall be entitled to increase the price of Software licenses once annually.

 

 

4.4 Late Payments

All amounts not paid by Customer when due, shall bear interest, to the extent permitted by law, at the rate of one and a half percent (1.5%) per month, compounded monthly with interest calculated based on the number of days that payment is delinquent.

 

5. Warranty and Support

Bluechiip warrants to Customer that, subject to these terms and conditions: (i) the Bluechiip Products purchased by Customer hereunder, and (ii) the hardware components of the Bluecube Server on which the Software is recorded shall each, at the time of delivery and for one (1) year following the delivery date, conform to the Specifications. Bluechiip reserves the right to change the specifications of its Products at any time without notice.  Bluechiip hereby disclaims all other warranties other than warranties that are expressly set out in these terms and conditions.

 

5.2 Warranty Qualifications

The warranty set out in Section 6.1 does not apply to any Bluechiip Product that: (i) has had any identification markings removed or rendered illegible; (ii) has been damaged by transportation, storage or maintenance under temperature and other conditions that are contrary to Bluechiip’s specifications or instructions, or (iii) has been the subject of misuse, accident or neglect, or from any other cause beyond Customer’s reasonable control after the delivery of the Tag Product in accordance with Section6.1; or (iv) has been used in a manner not in accordance with the instructions supplied by Bluechiip or in a manner other than for which it was intended.  Customer acknowledges that Bluechiip has not authorized any person to make any representation or warranty for, or to incur any liability with respect to, the Product nor for the Software, and any technical, applications or design information or advice, quality characterization, reliability data or other services provided by Bluechiip shall not constitute any representation or warranty by Bluechiip or alter these terms and conditions, and no additional obligations or liabilities shall arise from Bluechiip ’s providing such information or services.

 

5.3 Warranty Limitations

Bluechiip ’s entire and exclusive liability and remedy shall be limited to either, at Bluechiip ’s option, repair or replacement of products that do not meet Bluechiip ’s express warranty.  Bluechiip does not warrant that the Software is error-free and disclaims all warranties, express or implied, as to non-infringement of third party rights, merchantability, or fitness for any particular purpose.   In no event shall Bluechiip be liable for any damages, including any loss of profits, or other incidental or consequential damages, arising out of Customers’ use or inability to use the Software or its accompanying written materials.

 

5.4 Infringement of Third Party Rights

In the event that a third party claim that a Product or Customer’s use thereof infringes any patent or violates or any proprietary right of a third party, and Customer’s use is enjoined, Bluechiip shall use good faith to: (i) procure for Customer the right to continue using the Product; or (ii) modify or replace the Product so as to render it non-infringing while remaining functionally equivalent to the original Product, at no additional charge to Customer. The foregoing obligations of Bluechiip do not apply to any claim or loss to the extent it results from: (i) any modification or alteration to the Product where the modification or alteration was not provided by or expressly authorized by Bluechiip; (ii) use of the Product in a way not provided for or described in the applicable documentation; (iii) use of the Product in combination with any other product not supplied or authorized by Bluechiip which causes the Product to become infringing. Customer shall indemnify, defend and hold harmless Bluechiip from and against any and all claims and losses to the extent such claims and losses are excluded from Bluechiip’s infringement obligations. Bluechiip’s obligations hereunder are conditioned upon promptly notifying Bluechiip in reasonable detail of any claim or loss. This Section 6 states Customer’s exclusive remedy with respect to any claim or loss for breach of warranty or infringement.  BLUECHIIP MAKES NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, AND BLUECHIIP DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 

5.5 Post Warranty Support

Customer may choose to purchase support services for the Products and Software once the Warranty expires.  Bluechiip shall provide pricing and terms as required.  If Customer does not order support services, Bluechiip’s standard Labor, Shipping and Parts pricing shall apply to any Product repair or Service required, including software updates and reader firmware upgrades/updates.

 

6. Limitation of Liability, Indemnities and Insurance

6.1 Limitation of Liability

Notwithstanding anything to the contrary in these Terms and Conditions, neither party shall be liable to the other party for any incidental, indirect, special, consequential or punitive damages, regardless of the nature of the claim, including, without limitation, lost profits, costs of delay, any failure of delivery, business interruption, or costs of lost or damaged data, even if the party has been advised of the possibility of such damages.  The cumulative liability of Bluechiip to Customer for all claims arising from or relating to these Terms and Conditions shall not exceed the total amount of all payments actually paid to Bluechiip by Customer under this Terms and Conditions during the twelve (12)-month period immediately prior to the event, act or omission giving rise to such liability.  The limitations of liability in this section are intended to apply without regard to whether other provisions of this Terms and Conditions have been breached or have proven ineffective.

 

6.2 Indemnity by Bluechiip

Bluechiip will indemnify, defend and hold harmless Customer, its employees, directors, officers, consultants, subcontractors, agents and representatives (collectively, Customer Indemnitees) from any and all claims related to or arising from the supply of Products or Bluechiip’s material breach of these terms and conditions to the extent that such supply or breach results in death or personal jury to a person and in each case except to the extent that any such claims and any resulting loss or damage are caused by any breach by any Customer Indemnitees of these terms and conditions or the gross negligence, willful misconduct or the violation of any applicable laws by the Customer Indemnitees..

 

6.3 Indemnity by Customer

Customer will indemnify, defend and hold harmless Bluechiip, its affiliates, and its and their respective employees, directors, officers, consultants, subcontractors, agents and representatives (collectively, Bluechiip Indemnitees) from any and all claims related to or arising from: (i) any third party claim that Customer’s use, sale or offer for sale of the Products or the Bluechiip Technology, infringes the rights of a third party, (ii) Customer’s material breach of these terms and conditions or of applicable law, rule or regulation that it commits in the course of using or commercializing in any manner whatsoever the Products or the Bluechiip Technology, in each case except to the extent that any such claims and any resulting loss or damage are caused by any breach by any Bluechiip Indemnitees of these terms and conditions or the gross negligence, wilful misconduct or the violation of any applicable laws by the Bluechiip Indemnitees. 

 

6.4 Insurance

Bluechiip shall maintain Product Liability cover of no less than two million US dollars (US$2M).

 

7. Intellectual Property

As between the parties, the Bluechiip IP and all improvements, and other modifications to the Bluechiip IP made by or on behalf of any person, including Customer is the exclusive property of Bluechiip.  

 

8. General

8.1 No assignment or Delegation

Neither party shall assign or otherwise transfer these Terms and Conditions, or assign or delegate any of its rights or obligations hereunder, to any other party, including any parent, subsidiaries, affiliated entities or third parties, or as part of the sale of any portion of its business, or pursuant to any merger, consolidation or reorganization, without the other party’s prior written consent.

 

8.2 Difficulty in Performing Obligations

Neither party shall be responsible for any failure to perform its obligations under these Terms and Conditions during the period that such failure is caused by acts of God, civil or military unrest, acts of terrorism, riots, war, fire, explosion, flood, earthquake, shortages in supply chains, laws or governmental regulations or other causes that are beyond the reasonable control of such party. During such period, Products affected hereby may be excluded from this Terms and Conditions without liability of either party and Bluechiip shall not be obligated to purchase substitute products for Customer. 

 

8.3 Confidentiality

Each party agrees that it will keep in confidence all information and documentation disclosed by the other party which relates to any confidential information or trade secrets, including without limitation, proprietary processes of manufacture, know-how, methods of carrying on business including the terms of these Terms and Conditions, or information which is designated by a party as confidential (“Confidential Information”) and that it will not directly or indirectly use, copy or disclose to any third party any Confidential Information it receives from the other party, except that access shall be permitted to an employee, attorney, auditor or contractor requiring access to same in connection with performance under these Terms and Conditions and who are bound by confidentiality obligations at least as stringent as those contained herein. Notwithstanding the foregoing sentence, Bluechiip shall be entitled to list Customer as a customer on its Web Site Confidential Information shall not include any information which is: (i) known by the receiving party at the time of disclosure by the other party, free of any obligation to keep it confidential;  (ii) publicly available or hereafter becomes publicly available through authorized disclosure; or (iii) rightfully obtained by the receiving party from a third party who has the right to disclose such information; or (iv) independently developed by the receiving party.

 

8.4 Entire Terms and Conditions, Waiver

These Terms and Conditions contains the entire understanding of the parties and supersedes any and all previous Terms and Conditions, communications and understandings between the parties concerning the subject matter hereof. No amendment of these Terms and Conditions shall be effective unless in writing and signed by both parties. No failure or delay by any party hereto in exercising any right or remedy hereunder or under applicable law will operate as a waiver thereof, or a waiver of a particular right or waiver of any right or remedy on any subsequent occasion.

 

8.5 Governing Law

This Terms and Conditions is governed by the laws of the State of Victoria, Australia.  A party seeking to enforce this Terms and Conditions in a court of law may initiate legal proceedings in the courts of the jurisdiction of the other party and such other party hereby agrees to submit to the exclusive jurisdiction of such courts.

 

Bluechiip Limited
1 Dalmore Drive
Scoresby, Victoria, 3179
Australia

bluechiip.com