“Conditions” means these Terms and Conditions as varied from time to time.
“GST” has the same meaning given to that term in the “GST Act”
“GST Act” means A New Tax System (Goods and Services Tax) Act 1999 as amended.
“Including” means including but not limited to, and “includes” means includes but without limitation.
“Products” means the products that you Order from Us.
“Trading Terms” means the agreed terms governing the timeframe for payment by You of Our invoices.
“You” or “Your” means the person, business, company or other legal entity that is named as the purchaser of the Products.
“We”, “Us” or “Our” means Warp Systems Pty Ltd, ACN 074 216 523, of 317 Pascoe Vale Road, Essendon, Victoria, Australia, 3040
2.1 All Product orders are subject to acceptance by Us, and no Product order will be deemed to have been accepted by Us unless Our acceptance has been confirmed by us in writing.
2.2 We require that You pay a deposit on any Product order that exceeds $20,000 (ex GST). In these circumstances, Your Product order will not be processed until We have received Your deposit.
2.3 Without limiting the operation of clause 2.2 hereof:
(a) if You do not hold a current trading account with Us, We may at Our discretion, require that you pay a deposit as a condition of Our acceptance of Your product order
(b) subject to clause 2.4, if You hold a current trading account with Us, and You place an order that exceeds or will result in the balance of Your current trading account exceeding Your credit limit, We may in Our discretion require that You pay a deposit as a condition of Our acceptance of the order.
2.4 We reserve the right to close Your current trading account and withdraw you credit limit in the event that You exceed your credit limit or fail to pay Our invoices in accordance with Your trading terms.
2.5 We may at our discretion make Our acceptance of any Product order subject to any special condition in which case we will notify you of the special condition in writing prior to Our acceptance of Your Product order.
2.6 An order, once accepted by Us in accordance with clause 2.1, is a binding promise by Us to supply the products and a binding promise by You to accept and pay for the Products.
2.7 Save as set out below, We will accept orders of any value.
2.8 Any order of $200 (ex GST) or less may, at Our discretion, attract a processing fee of $20 (ex GST).
2.9 Any order not placed through Our Website may, at Our discretion, attract a processing fee of $50 (ex GST).
3.1 The price of the Products will be as quoted by Us. Unless expressed to the contrary, all prices quoted are exclusive of GST and all taxes and charges related to handling or delivery.
3.2 Save as set out below, or as otherwise agreed by Us in writing, payment is required before delivery of the Products by Us to You.
3.3 Payment for any Product order or Your current trading account must be made by You via Cash, Cheque payable to Us, or Electronic Funds Transfer. Visa and Mastercard payment is accepted at no extra charge on Product orders where You do not have a trading account. American Express payment is accepted at an additional charge of 3.5% of the value of the transaction.
3.4 Payment of Your current trading account via Visa or Mastercard will attract an additional charge of 2.5% of the value of the transaction. Payment of Your current trading account via American Express will attract an additional charge of 4.5% of the value of the transaction.
3.5 We may, at our discretion, charge interest on any overdue amount at the rate of 2% above the prevailing base lending rate quoted by the National Australia Bank, calculated on a daily basis from the date payment became due until We receive payment of the overdue amount and interest charged.
3.6 Pricing is subject to exchange rate variations which may be applied at our discretion upon invoicing of the goods or where quotes have lapsed beyond the validity period.
4.1 The parties must comply with the GST Act. Unless otherwise stated, all amounts payable subject to these conditions are exclusive of GST. If GST is payable on a taxable supply, You are responsible for paying the GST amount and the taxable supply will be increased by the GST amount.
5. Delivery and Acceptance
5.1 Delivery times that We make known to You are estimates only, and We will not be liable to You for any loss, damage or delay resulting from late or non delivery of the Products.
5.2 It is Your obligation to inspect all Products upon delivery. You will be deemed to have accepted the Products unless You notify us in writing of any alleged defect within 7 days of delivery of the Products.
6. Retention of Title
6.1 The Products remain Our property until you pay us the agreed price in full.
7. Rights in Relation to Products
7.1 We reserve the following rights in relation to the Products until You have paid for them in full:
(a) to enter your place of business or the place of business of any associated person or company where the products are located without liability for trespass or any resulting damage and retake possession of the Products and:
(b) to keep or resell any Products repossessed pursuant to (a) above.
7.2 Until ownership of the Products passes from Us to You, You are the bailee of the Products.
7.3 If you on-sell the Products before You pay Us for them in full, the You agree to:
(a) receive the proceeds of the on-sale on trust for and as agent for Us; and
(b) immediately apply the proceeds of the on-sale firstly in payment of any amount outstanding to Us for the supply of the Products.
8.1 The risk of any loss or damage to the Products passes to you immediately upon delivery of the Products into Your custody or control or upon delivery to a recognised carrier for transport to You (whichever is sooner)
8.2 You must at Your cost immediately effect and maintain insurance cover with a reputable insurer over all Products supplied by Us to You.
9. No Liability
9.1 To the maximum extent permitted by law, Our liability for any loss, damage or injury arising directly from any defect in the Products we supply to You, or for non-compliance of those Products with agreed specifications or a condition or warranty that cannot be excluded, is limited to the replacement of the Products.
We will not be liable for loss of any kind that You suffer from termination of this agreement or (to the maximum extent permitted by law) for any negligence or misrepresentation or any other act or omission on Our part.
10. Your Indemnity
10.1 You hereby indemnify Us from and against all claims, loss, damage, costs or expense:
(a) arising from any representation or statement made by You about the Products to any person;
(b) suffered by or incurred by Us (or our employees, agents or contractors) arising from any breach by You of these Conditions;
10.2 The indemnities granted under this clause 10 survive the termination of this agreement by either party for any reason.
11. Your Acknowledgements
11.1 You acknowledge that:
(a) no warranty condition, description or representation about the Products or that may be relevant to Your decision to buy or sell the Products is given by Us, expressly or implied, by this agreement or outside this agreement; and
(b) all warranties, terms and conditions about the state, quality or fitness of the Products whether expressed or implied by use, statute or otherwise are excluded.
11.2 You acknowledge that if We are unable to perform any fact, circumstance, matter or thing beyond Out reasonable control, We are relieved of that obligation to the extent and for the period that We are unable to perform and We are not liable to You in respect of that inability.
11.3 These Conditions supersede and exclude all prior and other discussions, representations and arrangements relating to the supply of the Products including those relating to the performance of the Products.
12. Returns Policy
12.1 Save as provided for in these Conditions, We are not under any duty to accept any Products returned by You.
12.2 We will accept Products returned by You if:
(a) the Products are faulty or defective;
(b) the Products are damaged before they are delivered to You;
(c) We have shipped the incorrect Products;
(d) We have duplicated an order; or
(e) otherwise on terms to be agreed in writing by Us.
12.3 Where You seek to return Products pursuant to clause 12.2, You must first obtain from Us a Return Authorisation (“RA”) number.
12.4 To obtain an RA number You will need to provide to Us the date of purchase of the Products and the relevant invoice number.
12.5 Products for return must be in their original packaging with all accessories and documentation as originally provided.
12.6 The RA number will be valid for up to 14 days from the date of issue and must be quoted on all correspondence relating to the returned Products and clearly displayed on the outside of the shipping carton in which the Products are returned.
12.7 Your failure to adhere to the terms of Our returns policy may result in Us rejecting the returned Products, in which case:
(a) the Products will be returned to You at Your expense;
(b) You will not be credited with the purchase price of the returned Products; and
(c) We may charge You a minimum of $200, up to a maximum of 25% of the price of the goods, for handling charges relating to Our management of the return.
13. Place of Contract
13.1 This agreement is made in the State of Victoria
13.2 Any dispute arising between the parties out of this agreement will be determined in accordance with the laws then in force in the State of Victoria.
14.2 If You continue to place orders for Products after We have notified You in accordance with clause 14.1 You will be deemed to have accepted and agreed to be bound by the revised Conditions.
15.1 You are responsible for ensuring that persons placing orders with Us on Your behalf have Your authority to do so.
15.2 We will not be held responsible for any loss incurred by You as a result of orders which are placed in the absence of such authority.
16.1 A reference to the singular in these Conditions includes the plural and visa versa
16.2 Subject to clause 14.2, these Conditions constitute the entire understanding between Us and You in relation to the purchase of the Products.
16.3 If You consist of more than one person or corporate entity, these Conditions bind all of you jointly and each of you severally.
16.4 If a provision of these Conditions is held to be illegal, invalid, void or unenforceable, that provision must be either.
(a) read down so that it does not have the above effect; or
(b) if it is not possible to read down the provision, severed from the Conditions