Terms and Conditons

Company

1. GENERAL TERMS & CONDITIONS OF SALE

These General Terms and Conditions of Sale (construed in accordance with the laws of the State of Victoria) shall apply to all product sales by Standard Computers Australia. No variation to these General Terms and Conditions of Sale which the Buyer seeks to introduce shall be effective unless expressly agreed to by Standard Computers Australia in writing.

2. QUOTATIONS; ORDERS:

(a) All quotations given by the Company are subject to withdrawal or variation by the Company at any time prior to acceptance by the Company of the Buyers order.
(b) No Buyer's order shall be binding on the Company until accepted by the Company. No provisions of the Buyer's order shall, where there is an inconsistency between them and these Terms and Conditions, override the provisions of these Terms and Conditions.

3. PRICE:

(a) The Buyer shall pay to the Company that price calculated in accordance with the Company's quotation, the Buyer's order and the Company's acceptance of the order.
(b) The Company will invoice the Buyer upon delivery and the Buyer shall unless terms of credit have been arranged expressly in writing, pay the Company at or before delivery.
(c) All prices quoted by the Company are ex the Company's warehouse.

4. DELIVERIES:

(a) The Buyer shall give delivery instructions in its order. The Company will arrange delivery as nearly in accordance with the Buyer's delivery instructions as possible. The costs incurred by the Company in Freighting the product From its warehouse in accordance with the Buyers delivery instructions shall be borne by the Buyer in addition to the price referred to in Clause 3 above. The Company reserves the right to select the carrier and method of carriage in all cases.
(b) Any times quoted by the Company for supply or delivery are estimates only. The Buyer wail not be relieved of any obligation to accept or Pay lot products by reason of any delay in supply or delivery.
(c) The Company reserves the right to supply or deliver by instalments, and each instalment shall be deemed to be sold under separate contract. Failure to supply or deliver any instalment shall not entitle the Buyer to repudiate the Order.
(d) From the time of delivery to the Buyer the risk of any loss or damage or deterioration in the product from whatever cause shall be borne by the Buyer, subject to the provisions of Clause 9.

5. WARRANTIES GIVEN: EXCLUSION OF LIABILITY:

Subject only to any provisions of the Australian Trade Practices Act 1974 and State legislation in effect in the State in which the product is sold by the Company to the buyer and to any product warranties given by the Company in writing to the Buyer, which override the following provisions:-
(a) The Company gives no warranty whatsoever in relation to product sold by it to the Buyer, whether in regard to the quality of the product; fitness of the product sold for any purpose or compliance of the product sold with any description or sample produced by either party to the other at anytime (whether prior to, at the time of or subsequent to the Buyer's placing of an order for the product with the Company) or otherwise.
(b) The liability of the Company to the Buyer arising from the supply of product by the Company to the Buyer and from the agreement pursuant to which the product is so supplied shall whether the liability arises for breach of contract or at Common Law, including the law relating to negligence by the Company, be limited to the supply by the Company of replacement product at no additional charge, or the refund of the price paid by the buyer for the unit of the product giving rise to the liability, whichever the Company shall deem appropriate. In no case shall the Company incur liability for any loss or damage suffered by the Buyer, including loss of profit, damage to property or personal injury, arising from that supply or agreement, whether arising, directly, incidentally or consequentially.

6. LlEN:

In addition to any lien to which the Company may by statute or otherwise be entitled, the Company shall, in the event of the Buyer's insolvency, bankruptcy or winding up, be entitled to a general lien on all money, property or goods belonging to the Buyer then in the Company's possession to the extent of the unpaid price of any product sold to the Buyer by the Company.

7. WAIVER:

Failure by the Company to insist upon strict performance of any term or condition herein shall not be deemed a waiver thereof of any rights that the Company might have and shall not be deemed a waiver of any subsequent breach of any term or condition.

8. TECHNICAL ASSISTANCE:

It is expressly agreed that if the Company provides to the Buyer technical advice or assistance, then no liability for loss or damage suffered whether directly or indirectly by the Buyer in consequence of its reliance upon technical advice or assistance shall attach to the Company, whether that loss or damage arises for breach of contract or at common law, including the law relating to negligence by the Company, and whether arising directly, or indirectly or consequentially.

9. PASSING OF TITLE:

(a) Subject to Clause 4(d) and 9(b), title and property in product shall not pass to the Buyer until payment in full for the product has been received by the Company. Until such payment has been received by the Company the Buyer shall hold the product as bailee for the Company.
(b) The Buyer may sell and deliver the product to a third party in the ordinary course of business, provided that should the Company so require it then the Buyer will assign to he Company its rights in respect of the sale price thereof.
(c) The Buyer hereby grants to the Company the right to bring legal proceedings in the name of the Buyer to recover moneys owing to the Buyer for sale of product by the Buyer. Any monies recovered by the Company in such proceeding shall be retained by the Company to the extent of the amount owing by the Buyer to the Company for product supplied, and the cost of proceedings.

10. SOFTWARE PRODUCTS; PROPRIETARY RIGHTS:

Where product supplied by the Company to the Buyer is Computer Software, then; (a) The Company, in supplying the product, will be acting as a licensee of the manufacturer of the product, and
(b) The Buyer, will be receiving the product as a sub-licensee of the Company, and
(c) The Buyer in purchasing the product, acquires only ownership of the physical media upon which the it is recorder (for example, a diskette) and the right to use the product in the terms of the sub-licence which the Company is permitted by the manufacturer to grant the Buyer , but does not acquire ownership of the intellectual property comprising the product, and
(d) The Buyer agrees to comply with all of the terms and conditions of the sub-licence which the Company is required by the Terms and Conditions of the licence held by the Company from the manufacturer to impose upon the Buyer as a purchaser of the product from the Company, in particular those relating to:
(i) Restrictions upon copying of the product in Restrictions upon customer hardware upon which the product may be used.

11. PRODUCTS SUPPLIED FOR EVALUATION:

(a) From time to time the Company may supply product to a potential evaluation by that petty as to whether or not he or it will purchase the product,
(b) Where product is so supplied by the Company, then all of these. General Terms and Conditions of Sale Shall apply as if the party receiving the product had purchased the product rather than taken it for evaluation; save that the particular evaluation arrangements made shall apply in lieu of the provisions of Clause 3 which deals with prier,
(c) Clause 3 shall take effect a the expiration of the period allowed for evaluation if the product is not returned to Standard Computers Australia in accordance with Clause 11
(d) within the period allowed for evaluation and the price of the product shall be Standard Computers Australia's quoted price for the item of product supplied,
(d) Product may only be returned to Standard Computers Australia after an evaluation if:
(i) It is returned in perfect condition, and
(ii) The Party wishing to return it first obtains a Return Authority Number and quotes that number when the product is returned,
(iii) It is returned to the Company within the period allowed for the evaluation.

12. FORCE MAJEURE:

The Company shall not be liable for any failure by it to perform this Agreement, or for any loss and damage suffered by the Buyer in consequence thereof which failure arises from any cause whatsoever beyond the control of the Company, including (but not limited to) delays in shipping and wharf handling, accidents at sea, fire or other accident, strikes or other labour disputes, inability of the Company's Suppliers to deliver materials or finished products, any computer virus introduced by a third party to the product supplied by the Company to the Buyer, or any law, proclamation, regulation or ordinance of any government agency.

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