"Uni Computers" means the Uni Computers Inc. subsidiary company selling products to the Customer as identified in Uni Computers's Quotation or Invoice.
"Customer" means the person or legal entity identified in Uni Computers' Quotation or Invoice.
"Contract" means a contract for sale by Uni Computers to the Customer of the products and/or services incorporating the Terms and Conditions.
2. FORMATION OF CONTRACT
2.1 No Contract shall come into existence until the Customer's order has been accepted by Uni Computers and such acceptance has been received by the customer. The contract shall deemed to be concluded at the time and place where such acceptance is received by the Customer. The Customer warrants that it is buying for its own internal use only and not for re-sale purposes.
2.2 The products sold and/or services rendered are subject to the Terms and Conditions to the exclusion of any other terms and conditions stipulated or referred to by Customer. The Customer acknowledges that it is aware of the contents of and agrees to be bound by the Terms and Conditions.
2.3 These Terms and Conditions are subject to the laws of Australia including without limitation the Trade Practices Act 1974 (the Act).
3. ORDERS, PRICE AND PAYMENT
3.1 Unless credit terms have been expressly agreed by Uni Computers, payment for the products or services shall be made in full before physical delivery of products or services.
3.2 Customer shall pay for all shipping and handling charges.
3.3 Customer shall bear all country, provincial, government, state and local sales, use, goods and services, value added, excise, privilege and similar levies/taxes.
4. SOFTWARE
4.4 All software provided is subject to the terms and conditions of the license agreement relating to that software. Customer acknowledges its obligations to abide by such license agreements. Customer acknowledges that Uni Computers does not warrant any software under these Terms and Conditions. In addition to any rights the customer may have under statute, all software is warranted in accordance with the license agreement that governs its use.
4.5 All rights, title or interest in respect of the intellectual property rights in the software remain with Uni Computers or the licensor of the software at all times.
5. TITLE AND RISK
Title to and risk in the products shall pass to the Customer upon delivery of the products to Customer. Title to those products, which are software, shall remain with the applicable licensor(s) at all times.
6. DELIVERY
6.1 Uni Computers shall deliver the products to the place of delivery designated by Customer and agreed to by Uni Computers ("Place of Delivery").
6.2 Uni Computers may, at its discretion, deliver the products by instalments in any sequence. Where the products are so delivered by instalments, each instalment shall be deemed to be the subject of a separate contract and no default or failure by Uni Computers in respect of any one or more instalments shall vitiate the Contract in respect of products previously delivered or undelivered products.
6.3 Any dates quoted by Uni Computers for the delivery of the products are approximate only and shall not form part of the Contract. Uni Computers shall not be liable for any delay in delivery of the products and/or services, howsoever caused.
6.4 Uni Computers may revise and/or discontinue Products at any time without notice as part of Uni Computers's policy of on-going Product up-date and revision. Revised or updated Products will have the functionality and performance of the Products ordered. The Customer accepts that Uni Computers's policy may result in differences between the specification of Products delivered to the Customer and the specification of Products ordered.
7. ACCEPTANCE OF PRODUCTS
7.1 Unless the Customer notifies Uni Computers to the contrary on the day of delivery and such notification is confirmed in writing within two days, the Products shall be deemed to have been accepted by the Customer as being in good condition and in accordance with the Contract. The Customer shall not be entitled to withhold payment of all or any of the price of the Products whilst any claim is being investigated by Uni Computers.
7.2 Refunds will not be given for customers making the wrong purchase on a new machine.
7.3 If a customer cancels their purchase after they have payed for their item and before the completed build date, a refund will be given but a 10% restocking fee will apply.
8. WARRANTY
8.1 Unless specified otherwise and in addition to any rights the Customer may have under statute, Uni Computers warrants to the Customer that Uni Computers branded Products (excluding third party products and software), will be free from defects in materials and workmanship affecting normal use for a period of one year from invoice date ("Standard Warranty").
8.2 This Standard Warranty does not cover damage, fault, failure or malfunction due to external causes, including accident, abuse, misuse, problems with electrical power, servicing not authorized by Uni Computers, usage and/or storage and/or installation not in accordance with Product instructions, failure to perform required preventive maintenance, normal wear and tear, act of God, fire, flood, war, act of violence or any similar occurrence; any attempt by any person other than Uni Computers personnel or any person authorised by Uni Computers, to adjust, repair or support the Products and problems caused by use of parts and components not supplied by Uni Computers. Attempt to repair computer or open side panel by any person other than a Uni Computers technician will also void warranty.
8.3 The Standard Warranty does not cover any items that are in one or more of the following categories: software; external devices; accessories or parts added to the Product after the Product is shipped from Uni Computers; accessories or parts that are not installed in the Uni Computers factory; or third party products purchased under Uni Computers Software & Peripherals (S&P) Program.
8.4 During the one-year period beginning on the invoice date, Uni Computers will repair or replace Products returned to Uni Computers's facility. Customer must prepay shipping and transportation charges, and insure the shipment or accept the risk of loss or damage during such shipment and transportation. Uni Computers will ship the repaired or replacement products to Customer freight prepaid.
8.5 While not affecting any non-excludable warranty or guarantee implied by law, Uni Computers does not give any warranty that the Products are fit for any particular purpose and this Standard Warranty is given in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, trade usage, course of dealing or otherwise including warranties or conditions of merchantability, fitness for purpose, satisfactory quality and/or compliance with description, all of which are hereby excluded to the fullest extent permitted by law.
8.6 The Customer agrees that to the extent permitted by law, in relation to third party products purchased through Uni Computers, where such of the Products are covered by a relevant manufacturer's warranty, then the Customer will first make a claim against the manufacturer and shall utilise that warranty for the support of such Products and in any event not look to Uni Computers for such warranty support in the first instance.
9. SERVICE AND TECHNICAL SUPPORT
9.1 Uni Computers will provide general service and technical support to Customer in accordance with the then-current service and technical support policies in effect. Service and support offerings may vary from product to product. Uni Computers may, at its discretion, revise its general and optional service and support programs and the terms and conditions that govern them. Uni Computers has no obligation to provide service or support until Uni Computers has received full payment for the product or service/support contract for which service or support is requested.
10. LIABILITY
10.1 Uni Computers shall not be liable in contract or in tort for any loss or damage suffered and consumers rights are limited to those set out in these Terms and Conditions and under statute.
10.2 To the extent permitted by law and subject to clause 10.7, Uni Computers's total liability herein in respect of each event or series of connected events shall not exceed the total price paid for the purchase of products and/or services under these Terms and Conditions.
10.3 The Customer shall indemnify Uni Computers and keep Uni Computers fully and effectively indemnified against any loss of or damage to any property or injury to or death of any persons caused by any negligent act or omission or wilful misconduct of the Customer, its employees, agents or sub-contractors or by any breach of its contractual obligations arising out of these Terms and Conditions.
10.4 To the extent permitted by law, Uni Computers and Customer agree that Uni Computers will not be liable for Products not being available for use, or for data or software which is lost, corrupted, deleted or altered. Uni Computers shall not be liable to the Customer for any incidental, indirect, special or consequential damages arising out of or in connection with the purchase, use or performance of products or services, even if Uni Computers has been advised of their possibility.
10.5 Any service response times stated by Uni Computers in the service contracts are approximate only and Uni Computers shall not be liable for any direct or indirect loss or damage arising from its failure to meet such response times, howsoever occasioned.
10.6 To the extent permitted by law, any typographical, clerical or other error or omission in sales literature, quotation, price list, acceptance of offer, invoice or other documents or information issued by Uni Computers shall be subject to correction without any liability on the part of Uni Computers.
10.7 Under the Act, where implied conditions and warranties cannot be excluded, Uni Computers's liability for breach of such conditions and warranties (other than a condition or warranty implied by section 69 of the Act) shall be limited, at Uni Computers's option, to :
(a) in the case of products, the replacement of the products or the supply of equivalent products; the repair of such products; the payment of the cost of replacing the products or of acquiring equivalent products; or the payment of the cost of having the products repaired; OR
(b) in the case of services, the supplying of services again; or the payment of the cost of having services supplied again.
11. FORCE MAJEURE
Neither party shall be liable for any delay in performing any of its obligations under these Terms and Conditions if such delay is caused by circumstances beyond the reasonable control of the party so delaying, and such party shall be entitled to a reasonable extension of time for the performance of such obligations.
12. EXPORT RESTRICTIONS
The Customer acknowledges that the Products licensed or sold hereunder, which may include technology and software, are not only subject to the export control laws and regulations of the United States ("U.S.") but may also be subject to the export control laws and regulations of the country in which the Products are received. The Customer agrees to abide by all applicable export control laws and regulations. Under such laws and regulations, the Products purchased may not be sold, leased or otherwise transferred to restricted end-users or to restricted countries. In addition, the Products may not be sold, leased or otherwise transferred to, or utilized by, an end-user engaged in activities related to weapons of mass destruction, including but not necessarily limited to, activities related to the design, development, production or use of nuclear materials, nuclear facilities, or nuclear weapons, missiles or support of missile projects, or chemical or biological weapons. The Customer understands that applicable requirements or restrictions may vary depending on the Products delivered and may change over time and that, to determine the precise controls applicable to the Products acquired, it may be necessary to refer to relevant laws and regulations.
13. GOVERNING LAW
These Terms and Conditions shall be governed by and construed in accordance with the laws of New South Wales and shall be subject to the non-exclusive jurisdiction of the courts of New South Wales.
14. GENERAL
14.1 The Customer shall not be assign or otherwise transfer any Contracts or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of Uni Computers. Any such unauthorized assignment shall be deemed null and void.
14.2 If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and Conditions and the remainder of the provisions in question shall not be affected thereby.
9th September 2006