Terms & Conditions.

Words used in these trading conditions: “OlympusTech”, “We”, “Our” and “Us”, refer to Olympus Technology Services Pty Limited (ACN 613 747 809).

“Customer”, “You”, and similar expressions, refer to You, our customer or proposed customer, Your business or company that is the purchaser of the products.

“Products” means any products (including hardware or software) or services (including subscriptions or as-a-service offerings) supplied to You by OlympusTech and described on Our quote or invoice.

Orders

1All orders for Products placed by Customer are subject to acceptance by OlympusTech and no order will be deemed to have been accepted by Us unless Products are supplied to You or a back-order or delivery ETA is confirmed in writing by an authorised representative of OlympusTech to Customer.

2OlympusTech is not obliged to accept any order from You and may reject any order placed by You. If a Customer order is rejected by Us, we will inform You in writing.

3Once You place an order and We accept it, You may cancel or return the goods only upon payment of the OlympusTech re-stocking charge, which is 15 percent of the amount of the order. We may from time to time agree to waive this re-stocking fee as agreed with You.

4These terms and conditions apply and prevail even if they are inconsistent with anything said or implied in any earlier or later order forms or similar documents.

5Delivery times are estimates only and We are not liable for delays in delivery that are outside of Our control.

Payment

6Payment is required prior to delivery of the Products to Customer unless OlympusTech has agreed to provide Customer with payment credit terms.

7The terms of payment for credit orders are strictly fourteen (14) days (or such other period as agreed by OlympusTech) from the date of invoice.

8Should You not pay for the goods or services supplied by Us in accordance with the credit terms as provided herein, or as agreed in writing by Us from time to time, We will be entitled to charge Customer an administration fee of: 10 percent of the amount of the invoice payable or $1,000, whichever is less.

9Customer will be liable to pay interest on any amount overdue by more than 60 days, at the annual rate of 2% above the prevailing base lending rate quoted by the Westpac Banking Corporation. Interest will accrue daily from the date payment became overdue until OlympusTech has received payment of the overdue amount, together with any interest accrued.

Prices

10The price of the Products will be the OlympusTech quoted price.

11All prices are in Australian dollars and are ex-works the OlympusTech premises.

12Customer must pay all freight, packing, delivery and insurance costs, if We agree to deliver the goods for You.

Taxes and duty

13Customer must pay GST on any taxable supply made by OlympusTech to You. The payment of GST is in addition to any other consideration payable by You for a taxable supply.

14If as a result of: (a) any legislation becoming applicable to the subject matter of this agreement; or (b)any changes in legislation or its interpretation by a court of competent jurisdiction or by any authority charged with its administration; we become liable to pay any tax, duty, excise or levy in respect of any supply by Us to You or any amount received from You, then You must pay OlympusTech the amount of the tax, duty, excise or levy on demand.

Credit

15Customer acknowledges and agrees that any credit to be provided to You by OlympusTech is to be applied wholly or predominantly for commercial purposes.

16Customer agrees that OlympusTech may obtain information about You from any business which provides information about the commercial creditworthiness of persons for the purposes of assessing Customer’s application to purchase the Products on credit and collecting any overdue amounts.

17OlympusTech may refuse to supply the Products to Customer on credit on the basis of Our credit assessment of Customer.

18We reserve the right to withdraw credit at any time, whether You are in default under the terms of this agreement or not.

19Upon cancellation with or without notice, all liabilities incurred by the Customer become immediately due and payable to OlympusTech.

Jurisdiction

20You acknowledge and agree that this agreement will be governed by the laws of New South Wales, and the laws of the Commonwealth of Australia which are in force in New South Wales.

21Customer acknowledges and agrees that any contract for the supply of goods or services between us and Customer is formed at the address of OlympusTech.

22The parties to this agreement submit to the non-exclusive jurisdiction of the courts of New South Wales and the relevant federal courts and courts competent to hear appeals from those courts.

Formation of contract

23Quotations made by OlympusTech will not be construed as an offer or obligation to supply any Products in accordance with the quotation.

24We reserve the right to accept or reject, at our discretion, any offer to purchase received by Us. Only acceptance by Us of Your offer will complete a contract.

25Placement of an order, must be in writing and will constitute agreement by You that these terms and conditions apply to the order.

Title and Risk

26Title of Products does not pass to Customer until You have made payment in full for the goods.

27Until payment in full has been made to Us, Customer agrees to hold the Products in a fiduciary capacity for OlympusTech and agrees to store the Products in such a manner that they can be identified as the property of OlympusTech.

28Any firmware or software which comes with the Products We supply is supplied under licence only. You agree to abide by the terms of all such licences.

29Products supplied by OlympusTech to You will be at Customer’s risk immediately upon:

a. delivery of the Products to the Customer, Customer’s agent or into the Customer’s custody or control;
b. collection of the Products by the Customer’s nominated carrier or agent from OlympusTech or our supplier

30Customer acknowledges that in the case of software Products, any refusal or failure to pay may result in cancellation of the licence to use the software Product.

Warranties

31All goods come with the manufacturer’s warranty only, and are supplied by Us ‘as is’. The manufacturer’s warranty may not cover any damage caused by the use of other than genuine original manufacturer’s parts and consumables.

32All services provided come with the service provider’s warranties as supplied to Olympus Technology Services Pty Limited.

33To the extent permitted by law, the manufacturers’ warranties referred to in clause 29 are in substitution for all other terms, conditions and warranties, whether implied by statute or otherwise (including implied warranties with respect to merchantability and fitness for purpose) and all such terms, conditions and warranties are expressly excluded.

34Certain legislation may imply warranties or conditions or impose obligations upon OlympusTech which cannot be excluded, restricted or modified or cannot be excluded, restricted or modified except to a limited extent. These Terms must be read subject to those statutory provisions.

Provision of further information

35You undertake to comply with any request by Us to provide further information for the purpose of assessing Your creditworthiness, including an updated credit application.

36If Your business is a corporation (with the exception of a publicly listed company), You must advise us of any alteration to Your corporate structure (for example, any changes to directors, shareholders, or constitution). In the case of a change of directors or shareholders we may ask for new guarantors to sign a guarantee and indemnity.

Insolvency

37If Customer organisation becomes insolvent, You remain liable under this agreement for payment of Your liabilities to OlympusTech.

38You must pay for Your own legal, accounting and business costs and all costs incurred by us relating to any default by You. You must also pay for all stamp duty and other taxes payable on this agreement (if any).

Liabilities

39In relation to the supply of Products, our liability is limited to: (a) replacing the Products or supplying similar Products; (b) repairing the Products; (c) providing the cost for replacing the Products or for acquiring equivalent Products; and (d) providing the cost for having the Products repaired.

40In relation to the supply of services, our liability is limited to: (a) supplying the services again; or (b) providing for the cost of having the services supplied again.

41OlympusTech is not liable, whether claims are made or not, for loss of profit, economic or financial loss, damages, consequential loss, loss of opportunity or benefit, loss of a right or any other indirect loss suffered by You.

42Nothing in this agreement shall be read or applied so as to purport to exclude, restrict or modify or have the effect of excluding, restricting or modifying the application in relation to the supply of any goods and/or services pursuant to this agreement of all or any of the provisions the Competition and Consumer Act 2010 or any relevant State or Federal Legislation which by law cannot be excluded, restricted or modified.by us.

Intellectual Property

43Customer agrees that all trademarks, copyright and other intellectual property rights (“Intellectual Property”) embodied in or in connection with the Products and any related documentation, parts or software are the sole property of OlympusTech or Our suppliers

44All Intellectual Property of OlympusTech or its suppliers may only be used by Customer with the express written consent of OlympusTech or Our suppliers.

45Customer must not register or use any trademarks, trade name, domain name, trading style or commercial designation or design used by OlympusTech or Our suppliers in connection with any Products.

46Customer will indemnify OlympusTech against all liabilities, damages, costs and expenses which We may suffer or incur as a result of any work performed by OlympusTech in accordance with Your specifications or as a result of the combination or use of the Products with other equipment, parts or software not supplied by OlympusTech, and which results in the infringement of any Intellectual Property of any person.

Privacy

47Customer agrees to OlympusTech collecting, using and disclosing information about Customer for various purposes, including to:

a. assess creditworthiness as outlined in clause 16
b. supply the Products and services to Customer and the management of Customer’s account, including suppliers
c. communicate with You about the Products and services We may provide to You
d. implement these Terms and any Sales Contract; and e. comply with relevant laws

48OlympusTech, at the written request of Customer, will:

a. provide You with access to any personal information relating to You held by Us
b. correct or amend any personal information relating to Customer held by Us which is inaccurate or out of date

49Where applicable, OlympusTech will be guided and governed by the terms of the Privacy Act 1988.

Entire agreement

50 This agreement constitutes the entire agreement between the parties relating in any way to its subject matter. All previous negotiations, understandings, representations, warranties, memoranda or commitments about the subject matter of this agreement are merged in this agreement and are of no further effect.

General

51 If any provision of this agreement is not enforceable in accordance with its terms, other provisions which are self-sustaining are, and continue to be, enforceable in accordance with their terms.

52If any part of this agreement is invalid or unenforceable, that part is deleted and the remainder of the agreement remains effective.

53You agree that these terms and conditions may be varied, added to, or amended by an us at any time by written notice to You.

54Any proposed variation to these terms and conditions by You must be requested in writing.

55A waiver by OlympusTech of any provision or breach of this agreement is only effective if made by an authorised officer of OlympusTech in writing.

56A waiver by Customer of any provision or breach of this agreement is only effective if made by Your authorised officer in writing.

This document details the standard customer trading terms applicable to quotations and orders from Olympus Technology Services Pty Limited, from 1st August 2016. For further information, please contact us at enquiries@olympustech.com.au