Terms & Conditions

1. Introduction

These terms and conditions of sale (“Terms and Conditions”) apply to all sales of products and services (“Products”) by Virtunet Pty Ltd ( “Virtunet”) to you (“Customer”). Customer will be deemed to have accepted the Terms and Conditions by sending a purchase order to Virtunet. Virtunet acceptance of Customer’s purchase order is conditioned upon Customer’s acceptance of the Terms and Conditions, without addition or modification.

 

2. Sales, Order & Shipment

These terms and conditions of sale (“Terms and Conditions”) apply to all sales of products and services (“Products”) by Virtunet Pty Ltd ( “Virtunet”) to you (“Customer”). Customer will be deemed to have accepted the Terms and Conditions by sending a purchase order to Virtunet. Virtunet acceptance of Customer’s purchase order is conditioned upon Customer’s acceptance of the Terms and Conditions, without addition or modification.

2.1 Customer will order Products by sending a complete purchase order to Virtunet or via a written consent such as company email or a signed letter. Virtunet may accept or reject the purchase order for any reason. Virtunet will not be bound by any terms or conditions set forth on the Customer’s purchase orders.

2.2 Unless otherwise agreed in writing, delivery will be made in accordance with Virtunet shipping policy on the date of shipment. All shipments of Products by Virtunet to Customer will be Free On Board (FOB) point of shipment.

2.3 An order may be cancelled or varied by the Customer only if such cancellation or variation is accepted by Virtunet in writing and any such cancellation or variation shall only occur on terms which will provide for Virtunet to be compensated by the Customer against any costs or loss (including but not limited to loss and profit) incurred.

2.4 Insurance coverage, transportation costs and all other expenses applicable to shipment from Virtunet to Customer’s identified delivery place will be the full responsibility of Customer.

2.5 Risk of loss or damage will pass to Customer upon delivery by Virtunet to Customer’s representative at Virtunet point of shipment, on delivery by the carrier to Customer’s identified delivery place, or on collection of the Products by the Customer from Virtunet or by any agent acting on their behalf.

2.6 Customer must notify Virtunet, by calling Virtunet within forty-eight (48) hours after delivery, of any claimed shortages or rejections and Virtunet must receive from the Customer via mail, email or facsimile within Fourteen (14) days of the claim. Failure to give such notice of a claim will be deemed an acceptance in full of any such delivery.

2.7 Approval of any short shipment claim is in Virtunet sole power and discretion. In the event that Virtunet grants the short shipment claim, Virtunet will replace the lost or damaged Product or issue a credit adjustment, in its sole discretion. In the event that Virtunet does not approve the claim, Customer will pay the total invoice.

 

3. Price & Payment

3.1 Prices for Products will be set forth in Virtunet then applicable pricing arrangement, usually in a written quote, which do not include applicable taxes, as defined herein and shipping costs.

3.2 Payment is due thirty (14) days from date of invoice, except for COD accounts which are due prior to delivery. Title to the product does not pass to Customer until full payment has been received by Virtunet.

3.3 Payments may be made in Credit Card (fees apply) Bank Cheque, Company Cheque, or by funds transfer to Virtunet Bank Account. Where payment is by Cheque, payment is not deemed to have been received until the Cheque has been received by Virtunet.

3.4 Virtunet reserves the right to withhold shipment of any part of an order or to require pre-payment for any given shipment if Customer does not make timely payment.

3.5 Customer will pay all applicable taxes, duties, licenses, excises and tariffs (“Taxes”) levied upon the sale, purchase or delivery of Products.

3.6 Should the Customer elect to purchase the products through lease, the Customer is required to notify Virtunet in writing and a copy of the approved finance letter must be sent to Virtunet prior to the dispatch of products, Virtunet may assist in arranging finance for the Customer in which case this clause shall have no effect.

3.7 Virtunet may at any time and from time to time alter the terms of payment and such altered terms of payment shall apply in respect of all transactions taking place after notification of such alterations.

3.8 Virtunet is registered for the GST system. All quoted prices show the Virtunet sell price, a Goods and Services Tax and/or a combined total which defines the invoice price payable. Virtunet agrees to issue tax invoices in accordance with relevant legislation or regulations that apply to the GST from time to time.

 

4. Returns & Warranty

4.1 Customer may return Products purchased from Virtunet and receive a credit of the paid price, subject to the following:
4.1a The Customer obtains from Virtunet a Return Authorisation (RA) Number
4.1b The Product is returned to Virtunet within fourteen (14) days of the invoice date
4.1c The list price of the Product has not decreased from the price paid
4.1d The Product is new and unused
4.1e The Product is in its original package, which has not been damaged or altered

4.2 Virtunet determines, in its sole judgment, that Customer is in good standing. Products satisfying all the foregoing requirements may also be returned subject to Virtunet’s then applicable restocking fee.

4.3 Products purchased from Virtunet that are determined to be defective within thirty (14) days of the invoice date, may be returned to Virtunet for assistance in processing a manufacturer’s warranty, provided that the product is covered by a manufacturer’s warranty and the Customer is determined, in Virtunet sole judgment, to be in good standing.

4.4 Upon satisfaction of the foregoing, Virtunet will issue a return material authorisation and advance ship the replacement Product under a new Customer purchase order. All returned products must be shipped by Customer FOB destination and received by Virtunet within fourteen (14) days of the date of shipment of the replacement Products.

 

5. Disclaimer & Liability

5.1 Virtunet makes no warranties of any kind with regard to the Products. Virtunet disclaims all representations and warranties, express or implied, as to the Products, including, without limitation, any implied warranty of merchantability or fitness for a particular purpose. In no event will Virtunet be liable for any loss, damage or cost for breach of warranty.

5.2 Virtunet will not, in any event, be liable for any loss of revenue, profit, use of data, interruption of business or for special, indirect, consequential, incidental, exemplary or punitive damages, however caused and regardless of the theory of liability, arising out of the use of or inability to use the product, or in any way connected to this agreement, even if Virtunet has been advised of such damages.

5.3 The foregoing limitation of liability whether any claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, or otherwise. In no event will Virtunet liability to Customer exceed the purchase price paid for the product that is the basis for the claim.

5.4 Credit Adjustments and Refunds Credit Adjustments may be available to Customer pursuant to Virtunet then applicable policies and programs which may include, without limitation, Product returns, co-op advertising, rebates and allowances (“Credit Adjustments”). Customer may apply Credit Adjustments to their Virtunet account balance.

5.5 Refunds will be issued, upon request by Customer, only in the event of an overpayment. Under no other circumstances will a customer be entitled to receive a refund.

5.6 Customer will obtain all licenses, permits and approvals required by any government and will comply with all applicable laws, rules, policies and procedures of the Australian Government in the export of Products. Customer will indemnify and hold harmless Virtunet for any violation or alleged violation by Customer of such laws, rules, policies and procedures.

5.7 The Customer acknowledges and agrees that all rights in all copyright, designs, patents and trade marks existing in relation to the Products or Services are reserved to the owner of those rights.

 

6. General

6.1 The Terms and Conditions will be construed in accordance with the laws of the State of New South Wales, other than conflicts of law. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and Conditions.

6.2 The failure of either party to insist upon strict performance of any of the provisions of the Terms and Conditions will not be deemed a waiver of any breach or default. Each of the parties represent it has the authority to enter into and sign these Terms and Conditions. Any notice given to either party will be in writing and effective by transmission via facsimile and regular mail to the address indicated in the Credit Application or as advised in writing by the party. Virtunet will be entitled to receive all collection costs, including solicitors fees and costs, incurred as a result of the enforcement of any provision of hereof or collection of any sum due by from Customer.

6.3 In any provision of these Terms and Conditions are unenforceable as a matter of law, all other provisions will remain in effect. Either party may sign these Terms and Conditions. Virtunet will not be liable for any delay or failure in performance whatsoever due to acts of God, earthquakes, shortage of supplies, transportation difficulties, labour disputes, riots, war, fire, epidemics and similar occurrences.

6.4 These Terms and Conditions constitute the entire agreement between the parties as to the Sale of Products and supersede all prior or current written or oral statements, representations, negotiations, agreements and understandings to the extent that prior or current agreements modify or are inconsistent herewith. Prior or current agreements that do not modify and are consistent with these Terms and Conditions are made a part hereof.

6.5 Virtunet, its agents, or subcontractors shall not divulge confidential Customer information associated with any Products and Services provided to any third party, without the Customer’s consent. However, Virtunet shall bear no responsibility for disclosure where such infomation or data is publicly available, is already in the possession of Virtunet, known to Virtunet, or is obtained by Virtunet from a third party.

6.6 This document should not be distributed to any organisation without the prior written consent of Virtunet.

6.7 The Terms and Conditions may be amended or modified only in writing, signed by both parties.

 

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