WHOLESALE ID a Division of
PRACTICAL PERIPHERALS CORPORATION PTY LTD
TERMS AND CONDITIONS OF SALE v 4r3
We are: Practical
Peripherals Corporation Pty Ltd
Referred to as: Wholesale
iD, we, us, our
Our address is: Unit
4, 106 Fison
Ave
Eagle
Farm Qld 4009 Australia
You
are: our
Customer
The
terms and conditions
1 Definitions
In this agreement:
“Carrier” means any person
or business contracted by us to carry Goods from us to you, whether all or part
of the distance.
“Goods” means any goods
or service we offer for sale,
including but not limited to computer software and programs.
“Written
Material” means any
informational material published by us in any medium with a view to providing
information to our customers or prospective customers.
2 Our contract with you
2.1 Orders for consumables and supplies
(excluding customised goods) will be accepted without confirmation as long as the price on the order matches Wholesale iD’s price list. If no price is on the order the current
price list price will be used to fill the order. Where the price is less than
the current price list price an email will be sent to inform of the correct
pricing and the pricing will need to be accepted by you to proceed with the
order. Which Goods are considered consumables and supplies is at the complete
discretion of Wholesale iD.
2.2 For all
products and services not described in clause 2.1, we shall accept your
order by e-mail confirmation or by invoice of the Goods to you at the agreed
price. That is when our contract is made.
2.3 It is
possible that the price may have increased from that posted in our Written
Material. We reserve the right to charge
the increased price.
2.4 All
descriptions, weights and sizes of Goods are those of the original
manufacturers and you may not rely on their accuracy. Accordingly, any such description shall not
form part of this Agreement.
2.5 If we do
not have the Goods you order in stock, we may offer you alternatives before we
despatch your order. If this happens you
may:
2.5.1 accept
the alternatives we offer;
2.5.2 cancel
your order;
2.5.3 leave
the order valid, but tell us to omit the out-of-stock
item.
2.6 If we owe
you money (for this or any other reason), we will credit your account with Wholesale
iD or we will credit your credit or debit card as soon as reasonably
practicable but in any event no later than 30 days
from the date of your order.
2.7 Wholesale
iD are not experts and do not hold themselves out to be experts in the
Goods. You may not rely on Wholesale iD
as an expert.
2.8 Goods are
at your risk from the moment they are picked up by the Carrier from our
warehouse.
2.9 Goods which are
produced or manufactured by a third party (i.e. not Wholesale iD), and are
distributed or on-sold by Wholesale iD to you, may be subject to changes,
updates or cancellation without notice to Wholesale iD.
Any such change, update or cancellation is outside Wholesale iD’s control and may: -
2.9.1 Result in additional costs to you;
2.9.2 Affect your access to the Goods;
and
2.9.3 Will be communicated to you by Wholesale
iD as soon as reasonably practicable.
3 Price and Payment
3.1 Unless by prior arrangement, in writing
accepted by Wholesale iD you must pay us the full price of your order
before we will send any part of it.
3.2 A processing fee, in line with an average credit card merchant fee
(percentage), will be added to all credit card payments, the current credit
card fee will be provided on request. Other banking charges by the receiving
bank on payments to us will be borne by us.
All other charges relating to payment in a currency other than AUS
Dollars will be borne by you.
3.3 Any
details given by us in relation to exchange rates are approximate only and may
vary from time to time.
3.4 You will
pay all sums due to us under these terms by the means specified without any
set-off, deduction or counterclaim.
4 Information you give us
4.1 You agree
that you have provided, and will continue to provide accurate, up to date, and
complete information about yourself. We
need this information to provide you with the Goods.
5 Delivery
5.1 Deliveries
will be made by the Carrier to the address stipulated in your order. You must
ensure that someone is present to accept delivery.
5.2 If we are
not able to deliver your Goods within 30 days of the date of your order, we
shall notify you by e-mail to arrange another date for delivery.
5.3 We may
deliver the Goods in instalments if the Goods are not available at the same
time for delivery.
5.4 We are not
bound by an estimated delivery date and shall not be liable for any loss or
damage sustained by you as a result of late delivery.
6 Taxes, duties and import
restrictions
6.1 Where
Goods are to be delivered to a country other than Australia, Wholesale iD have
no knowledge of, and no responsibility for, the laws in your country of
residence.
6.2 You are
responsible for purchasing Goods which you are lawfully able to import and for
the payment of import duties and taxes of any kind levied in your country of
residence.
7 Returned Goods
Wholesale iD will not accept the return
of any goods except in accordance with law and the terms and conditions listed
below.
7.1 Any Goods
which have been personalised or amended from their original state upon your
request cannot be returned under any circumstances.
7.2 We may
refuse to accept the return of any Goods which you decide after purchase that
you no longer want or need or which are damaged by you
after delivery.
7.3 We will only
accept the return of faulty Goods, or other Goods if we are notified in
writing, of any alleged fault or issue within a reasonable time after the
supply of the Goods having regard to the following:
(a) The type of Goods;
(b) The use to which you are likely to
put the Goods;
(c) The length of time for which it is
reasonable for them to be used; and
(d) The amount of time for which it is
reasonable for them to be put before such a failure becomes apparent.
7.3.1 Pursuant
to proper notification in accordance with clause 7.3; the Goods must be
returned to us within 21 days of notification.
7.3.2 Unless
the Goods are faulty, the Goods must not be removed from their packaging or
used in any way. Where the Goods have
been removed from their packaging, the original packaging must be returned with
the Goods.
7.3.3 The faulty Goods or
other Goods must otherwise be undamaged and returned in the same condition as
they were supplied to you.
7.4 If a
return of non-faulty Goods is accepted, and where the Goods are not returned in
accordance with the terms herein, we reserve the right to reduce any payment
refunded to you by a restocking fee in an amount in our sole discretion.
7.5 After we
have received the Goods, and verified the alleged faults
if necessary, we will credit your account with Wholesale iD or debit/credit
card within 30 days from the date of return.
7.6 You are
liable for any costs associated with the return of the Goods to us.
7.7 We are
under no obligation to collect or recover the Goods from you. If you request that
we collect the Goods then our costs of the collection
and return will be payable by you.
8 Disclaimers
8.1 Except
where a contract as described in clause 2.2 already exists
we may make improvements or changes to our Written Material or to any of the
Goods, at any time and without advance notice.
8.2 You are
advised that Written Material may include technical inaccuracies or
typographical errors.
8.3 We give no
warranty and make no representation, express or implied, as to:
8.3.1 the
adequacy or appropriateness of the Goods and Services for your purpose;
8.3.2 the
truth of any information given in our Written Material;
8.3.3 any
implied warranty or condition as to merchantability or fitness of the Goods for
a particular purpose;
8.3.4 compliance
with any law;
8.3.5 non-infringement
of any right; and
8.3.6 the
continuance or lifespan of Goods
8.4 We are not
liable in any circumstances for special, indirect or
consequential loss or any damages whatsoever resulting from loss of use, loss
of data or loss of revenues or profits, whether in an action of contract,
negligence or otherwise, arising out of or in connection with your use of our web
site or the purchase of Goods. Wholesale iD will not be liable for any loss,
damage or additional costs incurred by you as a result of
any change, update or cancellation of any Goods, on-sold or distributed by Wholesale
iD but produced or manufactured in the first instance by a third party.
8.5 Except for
a claim for personal injury, in any claim against us our liability is limited
to the value of the goods you have purchased in the contract which is the
subject of the dispute.
9 Indemnity
You agree to indemnify us against any:
-
9.1 claim or demand, including lawyers’ fees
on an indemnity basis, made by any third party due to or arising in any way out
of your use of the Goods; and
9.2 Loss, claim or
damage arising from the infringement by you, of any intellectual property or other
right of any person; and
9.3 loss, claim, damage
or costs incurred by you as a result of any change, update or cancellation of
Goods sold to you by Wholesale iD.
10 Contractual Limitation
Where we provide Goods without specific
charge, then it (or they) is deemed to be provided free of charge, and not to
be associated with any other service for which a charge is made. Accordingly, there is no contractual nor
other obligation upon us in respect of any such Goods or services.
11 Severability
If any of these terms is at any time
held by any jurisdiction to be void, invalid or unenforceable, then it shall be
treated as changed or reduced, only to the extent minimally necessary to bring
it within the laws of that jurisdiction and to prevent it from being void and
it shall be binding in that changed or reduced form. Subject to that, each
provision shall be interpreted as severable and shall not in any way affect any
other of these terms.
12 No Waiver
No waiver by us, in exercising any
right, power or provision hereunder shall operate as a waiver of any other
right or of that same right at a future time; nor shall any delay in exercise
of any power or right be interpreted as a waiver.
13 Dispute Resolution
In the event of a dispute arising out
of or in connection with these terms or any contract between you and us, then
you agree to attempt to settle the dispute by engaging in good faith with us in
a process of mediation before commencing arbitration or litigation.
14 Force majeure
We are not liable for any breach of our
obligations resulting from causes beyond our reasonable control including: -
14.1 strikes of our own employees; or
14.2 supply or delivery issues; or
14.3 changes, updates or cancellation of any Goods provided to you and
implemented by a third party.
15 Governing Law
This Agreement shall be governed by and
construed in accordance with the law of Queensland. This agreement shall not be governed by the
United Nations Convention on Contracts for the International Sale of Goods, the
application of which is hereby expressly excluded.
16 Personal Properties Securities Act 2009
(“PPSA”)
16.1 Unless and until you have paid for the Goods and
associated charges in full you acknowledge and agree that:
16.1.1 Wholesale iD holds a Security Interest
(“SI”) and/or a Purchase Money Security Interest (“PMSI”) in the Goods supplied
by Wholesale iD;
16.1.2 The Goods will not pass to you or form part of your
inventory for the purposes of the PPSA or otherwise;
16.1.3 Wholesale iD have the right to enter your property
to seize the Goods if you are in default under this agreement.
16.2 If requested by Wholesale iD, you must promptly and
without undue delay execute any documents and provide all information required in order to complete a Financing Statement (as defined in
the PPSA) and comply with any other reasonable requests by Wholesale iD to
ensure that Wholesale iD’s SI and PMSI are perfected.
16.3 You must notify Wholesale iD immediately in writing
of any change in your name and must also provide to Wholesale iD all
information required to complete a Financing Change Statement (as defined in
the PPSA).
16.4 You waive all rights to receive a copy of the
verification statement confirming registration of a Financing Statement or a
Financing Change Statement in relation to Wholesale iD’s
SI and/or PMSI.
16.5 You are responsible for all costs, expenses and
other charges incurred, expended or payable by Wholesale iD in relation to the
registration of any and all Financing Statements or
Financing Change Statements.
16.6 You waive all rights under sections 95 (notice
of removal of accession), 118 (enforcing security interests in accordance with
land law decisions), 121(4) (enforcement of liquid assets), 125 (obligation to
dispose of or retain collateral), 128 (secured party may dispose of
collateral), 129 (disposal by purchase), 130 (notice of disposal), 132(3)(d)
(contents of statement of account after disposal), 132(4) (statement of account
if no disposal), 135 (notice of retention), 142 (redemption of collateral) and
143 (reinstatement of security interest) of the PPSA and you and Wholesale iD
agree that those provisions do not apply to this agreement or any supply of Goods
pursuant to this agreement.
