These are the terms and conditions upon which IP Trading Pty Limited ABN 56 095 695 944 (“IP Trading”) will supply products including computer and networking hardware, software, license and components (“Products”) and related services including maintenance and support (“Services”) to the person placing an order for such Products and Services through the IP Trading website (“Customer”).
1. Ordering
1.1 Customer may order Products and Services from IP Trading from time to time by submitting an electronic purchase order (“Order”) through the IP Trading website (“Website”).
1.2 By placing an Order in accordance with clause 1.1, Customer agrees to be bound by these Terms of Supply (“Terms”) and any additional terms specified in the Order. If IP Trading accepts an Order then these Terms and any additional terms specified in the Order constitute an agreement for the supply of the Products and Services (“Agreement”).
1.3 The parties agree that if there is any inconsistency between these Terms and a term specified in an Order then the term specified in the Order will prevail to the extent of the inconsistency.
1.4 The supply of Products and Services pursuant to an Order is subject always to the availability of the Products from IP Trading’s suppliers. IP Trading reserves the right to refuse to fulfill and Order if it is unable to secure sufficient quantities of Products to meet the requirements specified in the Order. IP Trading will have no liability to Customer in connection with any failure to supply the Products ordered other than to refund any money paid in respect of the unsupplied Product.
2. Payment
2.1 The purchase price of Products will be as specified on the Website at the time Customer submits the Order. Freight, handling and insurance costs may be additional to the purchase price and may be shown separately on IP Trading invoices.
2.2 Customer acknowledges that, once submitted, an Order cannot be cancelled by Customer unless IP Trading in its absolute discretion consents to such cancellation. If IP Trading does consent to the cancellation of an Order, Customer must pay all fees and costs incurred by IP Trading in connection with such cancellation including without limitation any cancellation fee or rescheduling fee due to a supplier of IP Trading as a consequence of IP Trading cancelling an order placed with its supplier in fulfilling the cancelled Order.
2.3 Customer acknowledges that IP Trading may charge Customer’s credit card (or such other payment method as is made available to IP Trading through the Website by Customer) all amounts payable in connection with an Order at any time after an Order is submitted.
3. Product selection assistance
Customer may request assistance from IP Trading in connection with the purchase of Products. Customer acknowledges that:
(a) any such assistance is provided solely as a convenience to Customer and without obligation or liability on the part of IP Trading;
(b) any such assistance does not constitute professional advice, and must not be relied upon by Customer or by any other person;
(c) it must make its own enquiries independently of IP Trading as to its requirements for Products and Services, and must satisfy itself that any Products or Services ordered are appropriate to meet those requirements; and
(d) IP Trading will not be responsible for, and Customer releases IP Trading from any liability for any costs or losses Customer may incur in connection with the purchase of Products or Services, even if IP Trading provided Product selection assistance to Customer.
4. Product Returns
4.1 At its absolute discretion, IP Trading may agree to accept the return of Products purchased though its Website. IP Trading will only consider accepting the return of Products if the conditions specified in this clause 4 are satisfied.
4.2 Products can only be returned to IP Trading for credit within 7 days from the date that the Products were invoiced to Customer.
4.3 Returned products will only be credited to Customer at the lower of the invoiced amount and the current market value of the Products at the date of return, such value to be determined by IP Trading in its absolute discretion.
4.4 Damaged goods are not eligible for return. Products to be returned must have a returns authorisation (RA) number clearly visible on the outside of the package (not the original carton) and the product must be unopened and in saleable condition as determined by IP Trading.
4.5 Any Products that have been written on or defaced will not be accepted for return.
4.6 Approved Product returns must be returned to IP Trading within 3 days of the RA number being issued or the returned Products will be declined.
4.7 All returns are subject to a minimum 10% restocking fee, payable before IP Trading accepts the returned Product from Customer.
5. Warranty
5.1 Nothing in this clause 5 affects any Non-excludable Condition as referred to in clause 7.1.
5.2 IP Trading may make certain warranties with respect to Products and Services, and any such warranties will be specified on the sale invoice supplied to Customer.
5.3 IP Trading does not warrant nor represent that Products are supplied with a valid software licence, or, that third party software supplied is of a particular type or quality.
5.4 Except for any warranties referred to in clause 5.2 and any Non-excludable Condition referred to in clause 7.1, IP Trading makes no warranties in connection with the Products and Services.
6. No Manufacturer’s Software Licence and Support Provided
6.1 Customer acknowledges:
(a) Products purchased from IP Trading may be supplied with software owned or controlled by third parties.
(b) Customer must ensure that it properly acquires the rights to use any software and other materials that may be required in order to use the Products. In this regard Customer may be required to purchase software licences from the third party vendors of such software. The costs of any such licenses are not included in the price charged by IP Trading for the Products or Services through the Website.
(c) If Customer requires support for Products it must obtain such support directly from the manufacturer or it’s authorised vendor. For the avoidance of doubt, IP Trading is not an authorised Cisco dealer or distributor and does not provide support for any of the Cisco products.
7. Exclusion of liability
7.1 IP Trading does not exclude or limit the application of any provision of any statute (including the Trade Practices Act 1974 (Cth)) where to do so would contravene that statute or cause any part of this agreement to be void ("Non-excludable Condition").
7.2 IP Trading's total liability to Customer under an Agreement:
(a) is limited to refunding the amount paid by Customer for the Products or Services in respect of which a breach has occurred; and
(b) for a breach of any Non-excludable Condition is limited, at the option of IP Trading, to any one of supplying, repairing or replacing, or, paying the cost of supplying, repairing or replacing, the Products, or, supplying again, or paying the cost of supplying again the Services in respect of which the breach occurred.
7.3 IP Trading excludes:
(a) all conditions, warranties and terms implied by statute, general law or custom, except any Non-excludable Condition;
(b) all liability to Customer for consequential or indirect damages (including without limitation lost profits, lost revenue or lost savings) arising out of or in relation to Products or Services or any delay or other failure in supplying any Products or Services even if:
(i) IP Trading knew they were possible; or
(ii) they were otherwise foreseeable; and
(c) all liability to Customer for negligent acts or omissions of IP Trading, its employees, agents and subcontractors arising out of or in relation to the supply of Products and Services or any delay or other failure in the supply of Products or Services under this Agreement.
8. Indemnity
8.1 For the purposes of an Agreement, a "Claim" means any claim by a third person for loss or damage to any property, injury or death of any person or economic loss arising out of or relating to the supply of Products or Services, or, any delay or failure in supplying the Products or Services.
8.2 Customer in placing an Order indemnifies IP Trading, its employees, agents and subcontractors against all losses, damages, expenses and costs (on a full indemnity basis) that any of them may sustain or incur as a result any Claim.
9. General
9.1 Customer acknowledges that IP Trading is an independent contractor.
9.2 An Agreement contains the entire agreement between IP Trading and Customer in relation to its subject matter and supersedes all prior negotiations, agreements and understandings.
9.3 All Agreements will be governed by and construed in accordance with the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of the Courts of New South Wales.
9.4 If a dispute arises in relation to this Agreement, then the dispute must first be referred for mediation in accordance with the Australian Commercial Disputes Centre Mediation Guidelines.
9.5 IP Trading may subcontract to any person the performance of any of its obligations under this Agreement.
10. Personal Guarantee
10.1 In the event of Customer being a corporate entity:
(a) The person ordering the Products or Services warrants that he or she has all necessary authority to place such order thereby binding Customer; and
(b) The director/s of such corporate entity must sign the Order thereby binding him or herself personally as guarantor/s for payment by Customer of all amounts due by Customer under any Agreement.
10.2 If the individual placing the Order (“Individual”) is doing so on behalf of another entity then, in placing the Order the Individual personally guarantees the performance of the Customer of its obligations under the ensuing Agreement.