|1. THIS IS A CONTRACT
Following are the terms and conditions which govern the use of Uniden Australia web site (“Web Site”). These terms and conditions are intended to be a legal and binding Agreement between Uniden Australia Pty Limited (ABN 58 001 865 498) including its affiliates (“Uniden”) and you. By accessing and browsing this Web Site, you acknowledge that you have read and reviewed the following terms and conditions and that you agree to be bound by them. If you make a purchase on the Website, the Sale Terms will also apply to you.
|2. RESTRICTION ON USE
Rights to trade marks, logos and product names appearing on the Web Site belong to Uniden and/or its affiliates. The use of any trade marks, logos and product names without express written permission from Uniden or the right holder is prohibited, except for specific use permitted under trade mark law or other laws.
The materials, including all information, software, products and services, in this Web Site and any third-party sites are provided “as is” and without warranties of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. In no event shall Uniden be liable for any direct, indirect, incidental, punitive or consequential damages of any kind whatsoever in respect to the materials. Uniden does not warrant that the functions contained in the materials will be uninterrupted or error-free, that defects will be corrected, or that this site, or the server that makes it available, are free of viruses or other harmful components. Uniden is not liable and does not warrant or make any representations regarding the use or the results of the use of the materials in this Web Site or in third-party sites in terms of their completeness, correctness, accuracy, timeliness, reliability or otherwise. You (and not Uniden) assume the entire cost of all necessary maintenance, repair or correction.Uniden products and services may require regulatory approval in some jurisdictions, and, the purchase, ownership, and/or use of certain Uniden products or services may not be lawful in some jurisdictions. The presentation of information about Uniden products and services and the availability of an order entry page within this Uniden Web Site are not intended to constitute an offer for sale by Uniden in any jurisdiction, nor are they intended to constitute a solicitation for offers to buy in any jurisdiction where the purchase, ownership, and/or use of a Uniden product or service has not received any required regulatory approval or where the purchase, ownership and/or use of a Uniden product or service is unlawful.
The information contained in this Uniden Web Site is presented as a public service only. The information is not presented for the purpose of conducting business within any jurisdiction and Uniden does not intend any information in this Web Site to constitute an advertisement or offer for sale of Uniden products and/or services in any jurisdiction. All offers to purchase are accepted by Uniden in the jurisdiction in which Uniden makes the product available for shipment from its dock. All sales transactions are consummated, and title and risk passes, at the point of shipment.
|4. RESTRICTIONS OUTSIDE AUSTRALIA
Uniden makes no representation that this Web Site or the products displayed herein are appropriate or legal for use inside or outside Australia. You are responsible for all compliance with your local laws and use of this Web Site or the products displayed herein where illegal are expressly prohibited.
|5. SUBMISSION OF COMMENTS
All comments, suggestions, ideas, notes, drawings, concepts or other information disclosed or offered to Uniden in this Web Site (collectively, “Comments”) in response to requests or solicitations in this Web Site shall be deemed and shall remain the property of Uniden. None of the Comments shall be subject to any obligation of confidence by Uniden. Uniden shall not be liable to you or third parties in any way for any use or disclosure of any Comments. Without limitation of the foregoing, Uniden shall exclusively own all present or hereafter existing rights to the Comments of every kind and nature throughout the world and shall be entitled to unrestricted use of the Comments for any purpose whatsoever without compensation to the provider of the Comments. The foregoing grants shall include the right to exploit any proprietary rights in such communication, including but not limited to rights under copyright, trademark, servicemark or patent laws under any relevant jurisdiction.
|6. LIMITATION OF LIABILITY
Under no circumstances, including, but not limited to, negligence, shall Uniden, its subsidiaries and parent companies or affiliates be liable for any direct, indirect, incidental, special or consequential damages, including but not limited to loss of use, loss of profit and loss of data that result from the use of, or the inability to use, Uniden materials or this Web Site. You specifically acknowledge and agree that Uniden is not liable for any defamatory, offensive or illegal conduct of any user.Limitation or exclusion of warranties or liability may not be permitted in some states or jurisdictions in which case some or all of the above provisions may not apply to you. To the fullest extent permitted by law, Uniden’s liability for breach of any implied warranty or condition is limited at the option of Uniden to one or more of the following:
This agreement is effective until terminated by Uniden. Uniden may terminate this agreement at any time without notice to you. In the event of termination, you are no longer authorised to access this Web site, and the restrictions imposed on you with respect to material downloaded from the Web Site and the disclaimers and limitations of liabilities set forth in this agreement, shall survive.
|9. GOVERNING LAW
This agreement shall be governed by and construed in accordance with the laws in force in the State of New South Wales, Australia, without giving effect to any principles of conflicts of law. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction to the courts of New South Wales.
|TERMS AND CONDITIONS OF SALE|
|TO ALL CUSTOMERS: STANDARD CONDITIONS OF SALE
These are the conditions under which both Uniden-branded and other products (“Products”) are sold by Uniden Australia Pty Limited ABN 58 001 865 498 (“Uniden Australia”) to the buyer described in the relevant invoice (“Buyer”).
The Buyer is deemed to purchase and accept delivery of Products on these conditions. The Buyer acknowledges that these conditions may also be subject to Uniden Australia requiring the Buyer to submit a credit application to its satisfaction.
Subject to Clause 9, these conditions constitute the whole contract between Uniden Australia and the Buyer and supersede all previous oral or written communications. No term or condition contained in the Buyer’s order will add to, amend or delete any of these conditions unless expressly agreed in writing by Uniden Australia even if any such order is submitted to Uniden Australia on terms that purport to do so.
(a) Subject to Clause 1, it is the Buyer’s responsibility prior to ordering Products to verify that they will be suitable for the Buyer’s particular purposes and the Buyer confirms having acquainted and satisfied itself with all relevant specifications published by Uniden Australia on its website or in its brochures.
(b) Uniden Australia will retain property in any Products sold to the Buyer until it has received full payment for those Products, including any additional charges, taxes, duties or interest payable (“Monies Owing”).
|3. RISK, INSURANCE, TITLE AND RECLAIMING POSSESSION
(a) Risk in the Products will pass to the Buyer at the time of delivery to the Buyer or its courier as the case may be.
(b) Subject to Clause 4(a), the Buyer will insure the Products against loss or damage. Pending full payment of the Monies Owing, the Buyer will hold the proceeds of any insurance claim for loss or damage in trust for Uniden Australia.
(c) Title to the Products will not pass to the Buyer until the Monies Owing to Uniden have been paid in full and pending such payment, the Buyer will hold the Products as bailee for Uniden Australia.
(d) Until the Monies Owing have been paid in full, the Buyer must properly store and protect the Products in a manner that shows clearly that they are the property of Uniden Australia.
(e) If the Products are disposed of prior to the full payment of the Monies Owing, any amount received by the Buyer will be held in trust for Uniden Australia.
(f) Uniden Australia is entitled to reclaim possession of the Products, in satisfaction of the Monies Owing (without prejudice to any other rights of Uniden Australia) if any of the following events occurs: (i) the Buyer defaults under these terms and conditions; (ii) the Buyer commits an act of bankruptcy; (iii) a receiver or manager is appointed to the Buyer; (iv) the Buyer goes into liquidation, administration or other form of insolvency administration whether formal or informal; (v) the Buyer ceases to carry on business; or (vi) the Buyer enters into a scheme or compromises with its creditors.
(g) The Buyer irrevocably authorises Uniden Australia at any time to enter any premises in which the Products are stored to enable Uniden Australia to reclaim possession of the Products if any of the events listed in sub-clause (e) occurs.
(h) If Uniden Australia legitimately enters such premises for that purpose and incurs any liability to any person in connection with such entry or reclamation, the Buyer will indemnify Uniden Australia against that liability.
|3A. SECURITY INTERESTS UNDER PERSONAL PROPERTY SECURITIES ACT 2009 (PPSA)
1. The Buyer expressly agrees that:
(a) Each order accepted by Uniden Australia will be a registrable security interest under the PPSA in relation to any Products supplied under it; and
(b) If Uniden Australia registers a security interest under the PPSA, it may exercise any or all remedies afforded to Uniden Australia as a secured creditor under that security interest without prejudice to any other rights or remedies arising from a breach by the Buyer of any other agreement with Uniden Australia.
2. The Buyer waives any rights that it has (or may have) under the PPSA to:
(a) Receive notice in relation to registration of a security interest; or
(b) Claim damages from Uniden Australia under section 271 of the PPSA.
|4. DELIVERY AND FREIGHT
(a) In consideration of the Buyer paying Uniden Australia’s freight and insurance charge and unless otherwise directed by the Buyer, Uniden Australia will dispatch and deliver the Products to the Buyer or as the Buyer may direct and will insure the Products while in transit against such risks as Uniden Australia considers appropriate. The charge for freight and insurance is payable to Uniden Australia at the same time as payment of the Products. The Buyer may arrange for freight and insurance at its own expense without recourse to Uniden Australia by giving advance written notice to Uniden Australia.
(b) Any delivery dates indicated by Uniden Australia are only an estimate and if it is delayed by any circumstance or event beyond its direct control, it may suspend or extend the delivery date for all or part of the Products and it will not be liable to the Buyer for any claimed consequential loss or damage arising from any such delay.
(c) The Buyer will accept delivery of the Products at the delivery address nominated by it. In the event of substantial delay in accepting delivery, Uniden Australia will be entitled to charge the Buyer additional costs of storage, redelivery and/or other expenses directly incurred as a result.
(d) Any agreement or undertaking by Uniden Australia to supply the Products is contingent upon its ability to secure or supply the Products.
(e) Delivery may be made in one or more lot. Each lot will form a separate contract on delivery and be accepted and paid for accordingly notwithstanding late delivery or non-delivery of any other lot. Upon failure by the Buyer to pay any amount when due Uniden Australia may at its option terminate the contract as to further delivery and no forbearance or course of dealing will affect this right of Uniden Australia.
|5 TERMS OF PAYMENT
(a) Payment terms are net cash 30 days from date of invoice unless otherwise notified from time to time. This payment obligation will be satisfied if the Monies Owing is received by the last working day of the month following the month of invoice. Should payment not be received Uniden Australia may suspend or withdraw any credit facility without notice.
(b) An early settlement discount as agreed to in writing by Uniden Australia in respect of the Monies Owing may be deducted if full payment is received by it within seven (7) days from date of invoice. Uniden Australia may vary that discount rate from time to time.
(a) Prices are subject to change without notice and are based on the full quantities ordered and do not necessarily operate pro rata for any greater or lesser quantities.
(b) GST where applicable will be charged at the appropriate rate at time of sale.
(c) Prices are inclusive of all import charges and duties currently applicable. If Uniden Australia is required to pay any further amounts as a result of any increases thereof, the Buyer will be required to pay Uniden Australia any such further amount as may be invoiced to the Buyer.
Uniden Australia will be entitled to charge interest on overdue accounts calculated on a daily basis at a rate equal to 8% per annum above Uniden Australia’s bank’s indicator lending rate but without prejudice to Uniden Australia’s other rights or remedies arising from the Buyer’s failure to make payment on the due date.
(a) Subject to Clause 1 hereof the only warranties in respect of parts and/or labour applicable to the Products will be those expressly stated by Uniden Australia.
(b) If the Buyer is a reseller, it acknowledges that neither it nor its employees or agents is authorised to make any statement, representation undertaking or warranty concerning the quality or description of the Products other than those published by Uniden Australia.
(c) By accepting delivery of any of the Products, the Buyer agrees to indemnify Uniden Australia and will keep it indemnified against loss, costs (including legal costs on a solicitor/client basis), claim or damage suffered by reason of or arising out of:
i) Any statement representation undertaking or warranty made by, or on behalf of the Buyer which is not expressly authorised by Uniden Australia; and/or
ii) Any breach of these conditions by the Buyer.
(a) To the full extent permitted by law Uniden Australia will not be liable to the Buyer, (whether in Contract, tort or otherwise) for any loss of revenue, profit, , any third party claims or any other consequential damages allegedly incurred by the Buyer in connection with the supply of the Products.
(b) Without limiting the operation of sub-clause (a), the liability of Uniden Australia to the Buyer arising under these conditions will be limited to the total amount paid by the Buyer to Uniden Australia for the Products.
(c) To the full extent permitted by law, all liabilities, terms, covenants and warranties implied by any State or Federal legislation in respect of Uniden Australia and the Products are excluded.
(d) The liability of Uniden Australia arising from a breach of consumer guarantee, condition or warranty implied by law will be limited at its complete discretion to:
i) Replacement of the Products or the supply of equivalent Products;
|10. INTELLECTUAL PROPERTY RIGHTS
Sale of the Products will not confer upon the Buyer any rights or interest in any associated trademarks, patents, copyrights, industrial designs or other intellectual property rights of Uniden Australia. The Buyer will not challenge the title of Uniden Australia or its parent company to any such rights relating to the Products.
Subject to the provisions of the Competition and Consumer Act, Uniden Australia will not allow any claim in relation to the Products unless it is made in writing within seven (7) days after delivery of Products.
(a) Upon the happening of any of the following events, being:
i) The commission by the Buyer of any act of bankruptcy or the Buyer going into liquidation or a petition being presented for the sequestration of the Buyer’s estate or the administration or winding up of the Buyer;
(b) Uniden Australia will have the right at its complete discretion and without notice to the Buyer to do any of the following:
i) Decline to deliver any balance of Products still due for delivery under these terms and conditions;
|13. RETURNS OF CREDIT
Products to be returned for a claimed credit must be clearly delivered to the address of Uniden Australia in accordance with the following procedures:
(a)Approval must first be obtained from Uniden Australia’s Branch Manager, Sales Manager or Credit Manager who will provide a Return Products Authority Number;
(b) As far as reasonably possible, Products must be in the original carton and complete with all accessories and in a saleable and undamaged condition and marked with Uniden Australia’s Return Products Authority Number;
(c) Uniden Australia’s invoice number and Return Products Authority Number and date must be stated on the claim form;
(d) The reason for the return (e.g. faulty, damaged, wrongly delivered) must be stated on the claim form; and
(e) Uniden Australia will in each case determine at the discretion of the Branch Manager, Sales Manager or Credit Manager whether it should bear the relevant cost of freight.
|14. WAIVER OR ALTERATION
No purported waiver or alteration of these conditions by the Buyer will be binding on Uniden Australia unless confirmed in writing by a duly authorised officer.
Any notices to the Buyer will be sufficiently delivered if mailed by ordinary prepaid post to the last known address of the Buyer in the appropriate State or Territory of Australia or sent by facsimile or email to the addresses nominated by the Buyer in its order. All notices to Uniden Australia will be sufficiently delivered if so mailed or sent by facsimile or email to its Sydney office. Any such notice sent by prepaid mail will be deemed to have been delivered three (3) business days after mailing.
|16. GOVERNING LAW
These conditions will be governed by the laws of New South Wales.