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Conditions of Sale
 
 

A03 INDEPENDENT COMPUTER SEARCH PTY LTD

CONDITIONS OF SALE

1.            Agreement

 

Unless otherwise agreed in writing by A03 Independent Computer Search Pty Limited ("A03 I.C.S"), these Conditions override any terms and conditions appearing in A03 I.C.S' catalogue or elsewhere or referred to by the Buyer whether in the order or in any negotiations. These Conditions apply to all agreements for the supply of goods by A03 I.C.S. and shall be varied only where such variation is in writing and signed by a Director of A03 I.C.S.

 

2.            Orders

 

2.1         All orders for goods placed by the Buyer with A03 I.C.S are subject to acceptance by A03 I.C.S, which may be withheld by A03 I.C.S in its absolute discretion. Any acceptance of an order by a representative of A03 I.C.S shall only be a conditional acceptance of the order and shall be subject to A03 I.C.S considering the Buyer's credit status. Buyers may request A03 I.C.S to confirm that particular orders have been accepted unconditionally but, unless A03 I.C.S does so, the unconditional acceptance of the Buyer's offer will only be deemed to occur upon delivery of the goods to the Buyer.

 

2.2         Any price list or other document published by A03 I.C.S does not constitute a representation by A03 I.C.S that the goods detailed in such publication are available to the Buyer and A03 I.C.S shall not be bound by any order for goods based upon or which refers to any such material. The Buyer acknowledges the manufacturer may at any time and without notice to A03 I.C.S vary the composition of or packaging for the goods (or components for the goods) and that A03 I.C.S does not undertake that any goods supplied to the Buyer will be identical to those previously purchased or advertised.

 

2.3         Orders can be placed with A03 I.C.S via fax or email. Faxed/Emailed orders should be an official company purchase order and include the following information:

              

1.      Company Details including ABN

2.      Billing Address

3.      Delivery Address

4.      Purchase Orders number and date

5.      Product code, description and quantity

6.      Price (if the price quoted varies from the product's current price, A03 I.C.S sales representative will contact the purchaser before the order is entered into the system)

7.      Any special delivery instructions

8.      Part Shipment or One Consignment (Note: All orders will be part shipped unless advised in writing on your purchase order and delivery charge will apply to each separate shipment.)

9.      Provide Payment details

To correct or Cancel an order, it must be in writing and faxed to A03 I.C.S. You must resubmit your original order and specifies clearly:

1.      What changes are on your order or

2.      Cancel this Order

(Note: Corrected or Cancelled orders that have already been shipped are subjected to A03 I.C.S Cancellation of order & Returns Policy below)  

2A        Cancellation of order

2A .1    C.O.D. orders are constituted as following:-

 

(a)     20% of the value of any out of stock, non-stocked or special ordered product/s are considered as an up front deposit, the remaining balance of the order are subject to be paid in full prior to Ao3 dispatching the goods to the buyer

(b)     All cancellation requests for out of stock, non-stock or special ordered product/s are deemed as a non cancellable order unless previously authorised in writing by an Ao3 authorised representative

(c)     Buyers will be charge 20% cancellation handling fee (Percentages are bases upon the average costs incurred to Ao3). Total percentage of cancellation handling fee will be invoiced and paid by the Buyers though the up-front deposit (Ref - 2A.1.(a)).

 

 

2A .2    Refund – of cancelled C.O.D. order.

 

Buyers are entitled to a store credit for the amount of the purchased product/s on the relevant invoice.  Condition of sale are subject to clauses set out in 2A.1.(a). Buyer’s whom request refund as alternative to store credit are responsible and agree to the following conditions, which will apply without exception & without prejudice:-

 

(a)     All charges incurred in relation to refunding the buyer, such as bank charges will be paid by the buyer though the up front deposit (Ref - 2A.1.(a)).

(b)     A03 I.C.S shall be indemnified from all liability for any delay of the refund processes whether arising directly or indirectly from A03.

(c)     The Buyer shall supply full banking details as requested by Ao3, such details as may be necessary to complete refund.

(d) Refunds are processed on the 15th and 30th of every month, or the nearest following business day from those dates, unless otherwise advised by A03.

 

2A.3     Refund or Cancellation – Invoiced & dispatched order/s

 

2A.3.1    Once order/s have been dispatched by A03 or any parties authorised by Ao3, if the said Buyer fails to take receipt of delivery of the goods invoiced, under any circumstances. Such as  no authoring signature obtained at said delivery address which was given & confirmed as per the original order being accepted with Ao3. If the delivery fails due to inadequate delivery instructions as per the original order, without prejudice to any other rights available to A03 I.C.S, A03 I.C.S may:-

 

(a)     Store the goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) for storage; or

(b)     Sell the goods at the best price readily obtainable and charge the Buyer for any shortfall below the agreed price.

2A.3.2   Buyers are deemed responsible for the following:-

(a)     All Freight charges will be paid by the client (including all attempted delivery) with no refund or store credit to be offered or given.

(b)     Invoiced and dispatched goods are not subject to cancellations as legal or equitable title to the goods are passed to the Buyer after A03 has received cleared funds from the Buyer in full payment for the goods, as well as payment of all charges for goods previously supplied to the Buyer and due to A03.

(c)     If Buyers refuse to accept delivery under any circumstance, without prejudice to other rights available to A03, A03 I.C.S shall: -

a.              Applied 20% restocking fee of the product/s

b.             Full delivery charges (including any re-delivery charges) shall be paid by the buyer.

c.              Ao3 shall also apply any additional charges which are incurred to A03 that are not included in the section 2A.3.2.C(a)

d.             Total charges will be invoiced and paid by the Buyers though the up-front deposit. (Ref - 2A.1.(a)).  

 
3.            Price

 

The price of the goods shall be as set out in the price list current at the date of placement of the order. A03 I.C.S reserves the right by written notice to the Buyer at any time prior to delivery, to increase the price of the goods to reflect any increased cost to A03 I.C.S (such as, without limitation, any foreign exchange fluctuation, alteration of duties, increase in costs from the manufacturer).


Goods and Services Tax (GST) will be charged at the appropriate rate ruling at the time of invoice.


Prices are inclusive of all imposts charges and duties currently applicable. In the event that the Buyer shall be required to pay A03 I.C.S any such further amount as may be invoiced to the Buyer.

 

4.            Payment

 

4.1         Unless otherwise agreed by A03 I.C.S in writing, payment must be made on or before the last day of the payment date as showing on the invoices. Supply is automatically withheld if payment of your account is in excess of our stated terms of payment as showing on the invoices. Should payment not be received within 7 days of supply withheld then any credit facilities may be withdrawn without notice.

 

4.2         Should the Buyer fail to pay any amount to A03 I.C.S in the period of 60 days after payment date as showing on the invoices, A03 I.C.S reserves the right to require the Buyer to pay, and the Buyer shall be liable to pay on demand, interest on that amount at the daily rate of 3% above the indicator lending rate charged by Australia and New Zealand Banking Group Limited (or such other bank as A03 I.C.S may nominate) from time to time.

 

4.3         Notwithstanding anything else appearing in these Conditions, payment for all charges shall immediately become due and payable if the Buyer:-

(a)          fails to pay any charges when due under, or is otherwise in breach of, the Agreement or any other agreement between the Buyer and A03 I.C.S;

(b)          is an individual and a bankruptcy application is filed in relation to the Buyer; 

(c)          is a body corporate and:

 (i)           enters into any composition with its creditors, enters into liquidation, or suffers a receiver, a receiver and manager to be appointed in respect of all or part of its assets, or an application is made for, or an event occurs which would allow, any of such persons to be so appointed; or

(ii)          allows an administrator or similar officer to be appointed in respect of all or part of its assets, or an application is made for, or an event occurs which would allow, any of such persons to be so appointed.

(d)         any of the information provided to A03 I.C.S to establish the Buyer's credit status is, in A03 I.C.S' reasonable opinion, false or misleading in any material particular; and

 

(e)          any of the events referred to in paragraphs (a) or (c) occur in relation to a guarantor and a replacement guarantee in a form satisfactory to A03 I.C.S is not provided within 7 days of A03 I.C.S request.

 

4.4         The Buyer shall be liable without demand to reimburse A03 I.C.S for all bank fees incurred by A03 I.C.S in relation to cheques provided by the Buyer which are not accepted by the Buyer's bank when presented to it.

 

4.5         Legal and equitable title in all goods and all materials supplied by A03 I.C.S does not pass to the Buyer until all moneys owing by the Buyer have been paid.

  

5                      Delivery

5.1         Any time or date named by A03 I.C.S for delivery is given as an estimate only, and A03 I.C.S shall not be liable to make good any damage or loss whether arising directly or indirectly out of delay in delivery. The Buyer shall supply such details as may be necessary (or required by A03 I.C.S) to complete delivery.

5.2         If the Buyer fails to take delivery of the goods or fails to give A03 I.C.S adequate delivery instructions then, without prejudice to other rights available to A03 I.C.S, A03 I.C.S may:-

(a)         store the goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) for storage; or

(b)         sell the goods at the best price readily obtainable and charge the Buyer for any shortfall below the agreed price.

It is the Buyer’s responsibility to ensure that the Goods ordered correct to its requirements.

5.4         Delivery times advised to Buyer are estimates only and A03 I.C.S will not be liable for any loss, damage or delay suffered or incurred by Buyer or any third parties arising from late or non-delivery of the Products.

5.5         Part Deliveries – A03 I.C.S may make part deliveries of any order, and each part delivery will constitute a separate supply of the Products upon these terms.

5.6                 The Buyer accepts full risk of loss or damage to the Goods from the time that they removed from distribution warehouse or store for delivery to the Buyer.

 

5.7         A03 I.C.S shall have the right to accept any order for the supply of Goods in whole or in part or to decline any order. Where delivery is made by A03 I.C.S in respect of part only of any order then these terms and conditions shall apply to the Goods actually delivered.

6.            Inspection and Acceptance

6.1         The Buyer shall inspect the goods upon delivery and shall within 5 days of delivery give notice in writing to A03 I.C.S indicating why the goods are not in accordance with the order placed by the Buyer. Time is of the essence in relation to this notice. If the Buyer shall fail to give such notice the goods shall be deemed in all respects in accordance with the order and the Buyer shall be deemed to have accepted the goods.

6.2         In the case of software Products, test or inspect such software Products upon those Products being authorized by A03 I.C.S for downloading by Buyer, and must, within 7days of delivery or downloading (as the case may be), give written notice to A03 I.C.S of any matter or thing by which Buyer alleges that the Products do not accord with Buyer’s order. Failing such notice and to the extend permitted by law, the Products will be deemed to have been accepted by Customer.

7.            Warranty

7.1         Save as provided in this clause 7, A03 I.C.S shall not be liable to the Buyer or any person claiming under it in contract or in tort for, or in respect of, any direct, indirect or consequential loss, damage, expense or injury suffered by the Buyer or any other person, arising out of or relating to this Agreement, its performance or non-performance (including due to the negligence or wilful default of A03 I.C.S. ), the goods or any error (whether negligent or not) in information supplied to the Buyer in connection with its subject matter.

7.2         A03 I.C.S warrants to the Buyer that goods delivered shall be free from defects in materials and workmanship on delivery. Further warranty may be applicable to the specific products.  

7.3         The warranty contained in clause 7.2 is subject to the following conditions:-

(a)            A notice of complaint shall be sent by the Buyer to A03 I.C.S within a reasonable time of the defect becoming known to the Buyer, setting out the delivery date, such identification of the good as A03 I.C.S may require and the nature of the complaint; and

(b)           The relevant condition not having been caused by events (howsoever caused) after delivery.

7.4         Upon receipt of this material, A03 I.C.S shall review the complaint and if, in its reasonable opinion, a breach of warranty has occurred, A03 I.C.S shall deliver a replacement good. Save as provided in clause 7.4, A03 I.C.S' liability for breach of the warranty set out in clause 7.2 shall be limited in the manner set out in this clause 7.3.

7.5         Where conditions or warranties are implied or other rights are given in respect of the Agreement under the Trade Practices Act or other laws they are, to the extent permitted by such laws and subject to clause 7.2, excluded from this Agreement. Where those implied conditions or warranties are not able to be excluded, A03 I.C.S ' liability for any breach of a condition or warranty shall, if and to the extent permitted by such laws, and subject to any qualifications appearing in such laws, be limited to, at A03 I.C.S' option, the replacement of the goods or the supply of equivalent goods or the payment of the costs of replacing the goods or of acquiring equivalent goods.

7.6         The Buyer shall keep A03 I.C.S indemnified in respect of all claims and demands against A03 I.C.S for any loss, injury, expense or damage arising howsoever (and including any claim or demand by a subsequent purchaser or consumer whether or not arising from the default, negligence or conduct of A03 I.C.S or its representatives), in relation to goods sold by A03 I.C.S to the Buyer.

 

7.7         Save as provided in clause 7, no liability is accepted by A03 I.C.S for any loss or damage caused directly or indirectly by any inaccuracy in any description of the goods sold to the Buyer.


8.            Returned for Warranty

 

Return of goods to A03 I.C.S will denote acceptance of Terms and Conditions.

Return Authorisation numbers are valid for seven (7) days from date of issue.

All goods returned to A03 I.C.S must be accompanied by a Warranty Return Authorisation Number.

Goods delivered to A03 I.C.S without an RMA number will not be attended to.

Cost of returning goods to A03 I.C.S under warranty is the sender's responsibility.

Goods should be properly packaged for return, as goods damaged in transit will void warranty.

Goods returned for warranty will be repaired or replaced at A03 I.C.S's discretion.

Whilst A03 I.C.S will endeavour to return warranted goods to sender as quickly as possible, temporary replacement items will not be supplied.

A copy of original customer invoice must also accompany warranty returns.

All products carry a 12-month warranty period from date of invoice except as otherwise indicated or advertised.

Goods returned, with No Fault Found will be charged a minimum service fee of $45.00 + 10% GST per item.

 

9. Returned for Credit

 

Return of goods to A03 I.C.S will denote acceptance of Terms and Conditions.

Return Authorisation numbers are valid for seven (7) days from date of issue.

All credit requests must be made in writing to your Sales Account Manager.

Specifically ordered non-stock items will not be accepted back for credit.

Credit will be issued at A03 I.C.S's discretion and where applicable a 15% restocking fees will apply.

Goods may be considered as eligible for credit return provided that ALL of the following criteria are met:

A Credit Return Authorisation Number is obtained prior to sending the returned goods;

and the goods are returned unopened, undamaged and in original packaging and as such must not have additional price, warranty, freight and or any other stickers & tags attached;


and the returned goods are received by A03 I.C.S within 7 days of receipt of goods.

If returned goods are deemed by A03 I.C.S NOT to be in a re-saleable condition, credit will be denied and it will be the sender’s responsibility to arrange collection of goods.

Unless A03 I.C.S has mis-shipped products, freight charges will be paid by the client.

All Freight charges will be paid by the client, unless otherwise agreed by A03 I.C.S.

 

.

 

10. Risk and Title

 

10.1       Risk of damage to or loss of the goods shall pass to the Buyer on delivery or, if the Buyer fails to take delivery, when A03 I.C.S tenders delivery. At such time, the Buyer shall assume all risk and liability for the goods, and for their use and storage.

10.2       No legal or equitable title to the goods shall pass to the Buyer until A03 I.C.S has received cleared funds from the Buyer in full payment for the goods as well as payment of all charges for goods previously supplied to the Buyer and due to A03 I.C.S.

10.3       Until the legal and equitable title to the goods passes to the Buyer, the Buyer shall:-

(a)           hold the goods as bailee of A03 I.C.S returnable at will and without prior demand by A03 I.C.S.;

(b)           store the goods in such a manner as enables them to be readily identified and distinguished from all other goods held by the Buyer and where such other goods include similar goods previously supplied by A03 I.C.S. to the Buyer and in respect of which title has passed to the Buyer then the Buyer shall mark the goods in respect of which title has not passed in an indelible and legible manner which enable the goods to be readily identified as goods held as bailee for A03 I.C.S;

(c)            upon demand by A03 I.C.S, deliver up the goods forthwith to A03 I.C.S; and

(d)           authorise and the Buyer authorises A03 I.C.S to enter upon the premises where the goods are stored for the purpose of taking possession thereof.

10.4       The rights contained in Clause 8 are without prejudice to the seller’s other rights and remedies. Any period of credit may be terminated by the seller by notice in writing and thereupon any amounts unpaid shall be immediately due and payable to the seller. Notwithstanding Clause 8 where any part of the invoice price of the goods is due and payable the seller may at its option elect to take any action to recover the unpaid invoice price as a liquidated sum. Any failure of the seller to so elect shall not be construed as a waiver of its right to make a later election to recover any unpaid invoice price.

11. Guarantee

The Buyer shall, if required by A03 I.C.S, arrange for its liability to A03 I.C.S to be guaranteed by third persons. This request may be imposed by A03 I.C.S at any time.

 

12. Termination

 

12.1       Notwithstanding that the Buyer has no right to require A03 I.C.S to sell goods to it, A03 I.C.S may upon the occurrence of any of the events set out in clause 4.3 decline to consider any further orders made by the Buyer and A03 I.C.S shall have the right forthwith to withhold delivery of goods subject to a pending order, and terminate this Agreement without prejudice to any claim or right A03 I.C.S. may otherwise make or exercise. This Agreement shall terminate automatically upon the occurrence of any of the events set out in clause 4.3(c)(ii).

 

12.2       In particular and without prejudice to the generality of the foregoing A03 I.C.S shall (in addition to all other rights vested in it) be entitled to retake possession of all and any goods supplied in respect of which payment in full has not been made by the Buyer and the Buyer authorises A03 I.C.S to enter upon the premises where the goods are stored for the purpose of taking possession thereof.

13. General

 

13.1       Any indulgence, latitude or extension of time which either party may show towards to the other party in relation to any of the provisions of the Agreement or any matter or thing relating to it or arising from it shall not in any way prejudice or interfere with the first party's rights under the Agreement and shall not be claimed to constitute a waiver of it.  

13.2       The Agreement shall be governed by the laws of New South Wales and the parties agree to submit to the jurisdiction of the courts of that State.

13.3       The relationship between the A03 I.C.S and the Buyer shall not be that of principal and agent, or that of partners, nor fiduciary, but that of seller and buyer and neither party shall, nor has power or authority to, conclude any contract or agreement or make any commitment, representation or warranty which binds the other or otherwise act in the name of or on behalf of the other. Subject to the provision of this Agreement, the Buyer shall distribute and otherwise make available the goods on its own account.

13.4       If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or in part, the validity and enforceability of the remaining provisions shall not be affected.

 

14.          Privacy Notice

 

A03 I.C.S is committed to your privacy. Our policy on the handling of personal information is to comply with the National Privacy Principles for the fair handling of personal information as set out in the Privacy Act, 1988. In accordance with those principles and A03 I.C.S Privacy Policy, persons will be given access to their personal information on request. We use the types of personal information collected for assessing Applications for Commercial Credit, managing accounts and, if necessary, ensuring our risk in collecting debts. This information may be disclosed to our related or associated companies, contractors, other credit providers whether or not your account is overdue and, if necessary, our Risk Insurers, debt collectors and Credit Reporting Agencies. If all or part of the information requested is not provided, we may not be able to consider any application made by you and we may not be able to process your Application for Commercial Credit. If you have any questions or concerns about our Privacy Policy, please direct your requests to the Privacy Officer at Office address at PO Box 6, Cremorne Junction, NSW 2090.




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