Terms of Trade
 
1 Definitions
1.1 “Seller” means Dingbat Technology Pty Ltd, Trading as Dingbat Technology, ACN 108 368 225.
1.2 “Buyer” is the legal entity that places an order with the Seller.
1.3 “Supplier” is any vendor of the Seller.
1.4 “Goods” refers to a product being offered for sale by the Seller.
1.5 “Services” refers to any service being offered by the Seller, including support services.
1.6 “Projects” refers to Goods and/or Services being provided by the Seller under an agreed Project plan.
2 Application of Terms of Trade
2.1 Subject to Clause 2.2 these terms and conditions shall apply to every sales contract and sale of Goods and Services between the Seller and the Buyer.
2.2 Terms may be overridden or supplemented by an agreement between the Seller and the Buyer, or a specific note provided by the Seller on a proposal, quotation, invoice or Rate Card.
2.3 Any terms and conditions of the Buyer's order deviating from or inconsistent with these terms and conditions (as amended per Clause 2.2) are expressly rejected by the Seller.
3 Acceptance of Buyer's Order
3.1 An order may be placed with the Seller verbally, on its website, via fax or Email.
3.2 A contract shall only be or be deemed to have been entered into between the Seller and the Buyer for the supply of Goods or Services when, upon an order having been placed upon the Seller, that an order has been accepted by the Seller.
4 Prices
4.1 All prices listed are excluding tax, insurance and delivery charges, unless otherwise noted.
4.2 Applicable GST currently at 10% is invoiced at time of dispatch.
4.3 Prices on quotations are firm for 7 days only, unless otherwise noted.
4.4 Prices are for payment by electronic funds transfer. Processing fees may apply otherwise.
5 Delivery
5.1 Prices do not include delivery charges unless expressly noted.
5.2 The Seller will deliver the Goods as per the Buyer’s request, and hence Buyer will accept delivery.
5.3 The Seller shall be under no liability for direct or consequential loss or damage to the Buyer arising from delay or postponement in delivery.
5.4 Any delivery times stated by the Seller are an estimate and are consequently not binding.
6 Risk
6.1 Subject to Clause 7 below, the property and risk of the Goods, including partial deliveries, shall pass to the Buyer when the Goods are delivered to the place of delivery as nominated by the Buyer or, if the Goods are collected from the Seller, then at the time of collection.
7 Payment & Credit Terms
7.1 The Buyer shall pay prior to provision for all Goods and Services ordered, unless otherwise noted.
7.2 Where the Seller extends credit to a Buyer, the payment for all Goods and Services sold will be made within the credit terms. The Seller may select credit terms at its absolute discretion.
7.3 Subject to 7.5 the Buyer cannot withhold payment or make any deductions from any amount owing.
7.4 If agreed as part of a Project plan commissioning payments may be withheld until commissioning is complete, as defined by the Project. This amount is limited to 5% of the project value.
7.5 Projects may be subject to monthly progress payment plans.
7.6 Interest on overdue accounts is charged at a rate of 18% per annum.
7.7 In the event of a default payment, all legal costs, incidental expenses and collection charges will be charged to the Buyer’s account.
7.8 Payments may be made by bank or company cheque, or funds transfer to the Seller’s account.
7.9 Where payment is by cheque, payment is not deemed as received until the cheque has been cleared.
7.10 If cheque is dishonoured, an account fee will be charged to the Buyer.
7.11 Payment can also be made by credit card; however such payments will be subject to an account processing fee of 3% of the value of the invoice, unless otherwise noted.
7.12 The Seller reserves the right to withhold shipment of Goods and provision of Services, if the Buyer does not make timely payment, including progress payments for Projects.
8 Passing of Title
8.1 Title of Goods shall remain with the Seller until such time as the Goods are paid for in full.
8.2 If payment is made by cheque then title shall only pass to the Buyer upon cheque clearance.
9 Cancellation
9.1 An order may be cancelled at no charge in the following situations:
a. In the case of Goods, the Seller has not ordered the Goods from its Supplier.
b. In the case of Services, before any work has commenced by the Seller.
9.2 In any other case, an order may not be cancelled unless approved in writing by the Seller. A cancellation may be accepted, subject to re-stocking fees and/or part payment of Services.
9.3 Unless cancelled per Clause 9.1 the Goods will be delivered to the Buyer, and the Seller is entitled to full payment including delivery fee from the Buyer.
9.4 The Buyer will be liable for payment for any Services provided before the time of cancellation.
9.5 If the Seller becomes liable to a Supplier for a cancellation fee in respect to Goods ordered by the Buyer, then the Buyer will pay all appropriate fees to the Seller.
10 Returns
10.1 The Buyer may return Goods purchased from the Seller and receive a credit of the paid price, in the following cases:
a. For Goods costing less than $1,000 received “Dead on Arrival”, if notified within 7 days.
b. The Seller’s description of the Goods differs significantly from the actual Goods, and the Goods are unsuitable for the originally described task
c. Any situation where the Buyer is entitled at law to a full refund from the Seller.
10.2 Otherwise, refunds are not available unless approved in writing by the Seller, and subject to the following conditions:
a. The Seller makes no warranty or representations regarding the products offered. The buyer must determine the suitability of any product prior to order;
b. The list price of the product has not decreased from the price paid, end of life (obsolete), and/or clearance items;
c. The product has been supplied by the Seller, is new, unopened with all seals intact, and in its original packaging;
d. The cost and risk of transit back to Seller is at the Buyer’s expense;
10.3 In addition to 10.2, a re-stocking fee of 10% of the value of the Goods will be charged by the Seller for any Goods returned, plus any processing or restocking fee charged by a Supplier.
11 Force Majeure
11.1 If delivery is prevented or delayed, in part or all, by reasons of Acts of God, or the consequence thereof including, but not limited to fire, flood, typhoon, earthquake, or by reasons of riots, wars, hostilities, government restriction, trade embargoes, strikes, lockouts, labour disputes, boycotting of Goods, ship shortage, manufacturer's bankruptcy, delays or damages in transportation or any other cause of nature beyond the Seller's control, the Seller may, at its option, perform the contract of unfulfilled portion thereof within reasonable time from the removal of the cause preventing or delaying performance, or rescind unconditionally and without liability, this contract or the unfulfilled portion thereof.
12 Consumer and other Rights
12.1 These terms and conditions do not and shall not be taken as applying to exclude, restrict or modify in any manner whatsoever:
a. The rights conferred on consumers and others by certain Commonwealth, State and Territorial law that cannot lawfully be excluded, restricted or modified;
b. The rights and remedies conferred on a consumer by any such law;
c. The exercise of any such rights and remedies by a consumer; or
d. Any mandatory condition or warranty implied by such law in favour of a consumer which cannot be excluded by contract between the parties to the sale of Goods.
12.2 All provision of these terms and conditions shall be and be read as being subject to all such rights and remedies of a consumer and not in derogation thereof and no part of this Clause can be waived by a requirement of such law, these terms and conditions shall, as far as possible, be construed so as to be consistent with such law and for that purpose to the extent necessary shall be of no force or effect (but without prejudice to and reserving the full force and effect of the remaining provisions hereof). The attention of consumers is drawn to their rights and remedies under such laws.
13 Substitution
13.1 The Seller reserves the right to substitute some other make or brand with similar specifications if the item ordered by the Buyer is not available. If the Buyer is not satisfied, the Goods may be returned to Seller for credit as per conditions noted in Clause 10.
14 Warranty
14.1 Goods sold shall have the benefit of any warranty offered by the Supplier.
14.2 Where the Goods are manufactured by the Seller, or Services are provided by the Seller, a 90 day warranty will apply to any errors or defects.
14.3 Warranty does not entitle the Buyer to any additional Services or product features not originally requested or specified at the time of order or as part of a Project plan.
14.4 The Seller shall not be liable for any loss or damage direct or consequential arising out of any defects.
15 Errors
15.1 The Seller endeavours to ensure accuracy of descriptions, images and pricing, however does not warrant their accuracy.
15.2 Clerical errors in computations, typing or otherwise of marketing collateral, catalogue, internet website, quotations, order confirmations, acceptance, offer, invoice, delivery docket, credit note, specifications or Seller shall be subject to correction.
16 Indemnity
16.1 The Buyer indemnifies the Seller, its employees, agents and subcontractors against all damages, losses, expenses and costs for any claims made against them whether directly or indirectly sustained.
16.2 The indemnity includes any claim by any third party for loss or damage to any property, injury to or death of any person or economic loss arising out of or relating to any Product or Service or delay in supply of such Products or Services.