Terms and Conditions

Customer Terms and Conditions ("Terms")

These Terms and any document(s) referred to in them constitute the entire agreement about Wireless House's supply of the Products and Services to Customer.

1. Definitions

2. Orders

1. All orders for Products placed by Customer:
   
   1. are subject to acceptance by WH, and no order will be deemed to have been accepted by WH unless Products are supplied or a backorder or delivery delay is confirmed in writing by an authorized representative of WH to Customer.
2. WH may reject any order placed by Customer if there is an insufficient supply of Products which prevents WH from being able to fulfil such order.
3. WH will not be bound by any terms attaching to customer's order and, unless those terms are expressly agreed to in writing by an authorized representative of WH, Customer agrees that those terms are hereby excluded.

3. Payment

1. The price of the Products will be WH's quoted price.
2. Payment is required prior to or upon delivery of the Products to Customer unless agreed otherwise in writing by an authorised officer of WH. If Customer fails to make payment in accordance with this clause 3(b) after demand for payment by WH, all amounts owing by Customer to WH on any account will immediately become due and payable.
3. WH may, in its sole discretion:
   
   1. suspend the provision of credit to Customer until all amounts owing are paid for in full; and
   2. from time to time and at any time, vary or cancel any credit facility it makes available to Customer.
4. Customer will be liable to pay interest. on any overdue amount at the annual rate of 2% above the prevailing base lending rate quoted by the St George Building Society. Interest will accrue daily from the date payment became overdue until WH has received payment of the overdue amount, together with any interest accrued.
5. Unless stated otherwise in these Terms (or in writing by WH's authorized representative), all prices quoted for Products are exclusive of all taxes, handling, delivery, agents' charges and any other charge, duty or impost.
6. Customer must pay WH, on demand, any tax (other than income tax) payable under these Terms, any matter or thing done under these Terms or any payment, receipt or other transaction contemplated by these Terms, including any goods and services or value-added tax, customs duty, sales tax, excise duty, stamp duty, other duty, governmental charge, fee, levy or impost, together with any fine, penalty or interest payable because of a default by Customer.
7. Customer must pay to WH any amount Customer must pay under clause 3(f) in full, despite any right of set-off that Customer may have.
8. Any amounts paid to WH by Customer under this clause 3 must leave in the hands of WH following payment of any relevant tax or other amount, the same amount, whether the tax or other amount is payable or not.

4. Delivery

5. Part deliveries

6. Software

1. To the extent that a Product supplied under these Terms is a software Product then, in addition to these Terms, that Product will be supplied subject to the terms and conditions of the relevant licence agreement applicable to it.
2. Software licence agreements may be packaged with the software, may be separately provided to Customer for execution or may require on-screen acceptance by Customer. Customer agrees to use the software Product in accordance with the terms and conditions of the relevant licence agreement.
3. Where the term "supply" is used in these Terms to refer to a software Product, such term means the sale and purchase of the licence to use that software Product.

7. Inspection and acceptance

1. in the case of all Products ordered (other than software Products), inspect such Products upon delivery to Customer's premises; or,
2. in the case of software Products, test or inspect such software Products upon those Products being authorised by WH for downloading by Customer, and must, within 7 days of delivery or downloading (as the case may be), give written notice to WH of any matter or thing by which Customer alleges that the Products do not accord with Customer's order. Failing such notice and to the extent permitted by law, the Products will be deemed to have been accepted by Customer.

8. Returns

1. Customer must notify WH in writing of any Products it wishes to return within 30 days from the date of the invoice relating to those Products.
2. WH will not be liable for any damage or defects in the Products that have been caused by the improper storage, warehousing or transport, or by any neglect, abuse or improper use, installation, maintenance or unauthorised repair of WH's Products.
3. The provisions of this clause 8 do not extend to any Products which have been added to, varied, or otherwise modified by, any person other than WH.

9. Force majeure

10. Customer's cancellation

1. Unless otherwise agreed in writing by an authorised representative of WH, Customer may not cancel an order which has been accepted by WH.
2. If Customer's right of cancellation is agreed to by an authorised officer of WH in writing, the right must be exercised by notice in writing from Customer to WH not later than 7 days before the estimated date of shipment by the manufacturer or WH (as the case may be).
3. Unless otherwise agreed between Customer and WH, upon cancellation prior to shipment, any deposit paid by Customer will be forfeited to WH.

11. Default of Customer

1. Without prejudice to any of WH's other rights under these Terms, if Customer fails to make any payment due to WH under these Terms, WH may, in its sole discretion, and without further liability to Customer:
   
   1. refuse to make further supplies to Customer under the relevant Sales Contract; and/or
   2. terminate the Sales Contract without notice.
2. The Customer agrees that these Terms shall give rise to an interest in land thereby enabling WH to lodge a caveat against the title to any land owned partly or wholly by the Customer, in order to protect and secure the interests of WH under these Terms and under any Sales Contract.
3. In the event that WH lodges a caveat against any land owned partly or wholly by the Customer, the Customer hereby irrevocably agrees to endorse its consent upon any relevant forms or documents to enable the lodgement and timely registration of any such caveat by WH.

12. Warranty

1. WH will notify Customer of any applicable manufacturers warranty in relation to the Products. To the extent permitted by law, WH's entire responsibility with respect to warranties for the Products is to pass on to Customer the benefit of any such warranties. Software Products are not warranted under these Terms. Such software Products are warranted in accordance with the relevant licence agreements that govern their use.
2. To the extent permitted by law, the manufacturers' warranties referred to in clause 13(a) 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.
3. Certain legislation may imply warranties or conditions or impose obligations upon WH which cannot be excluded, restricted or modified, restricted or modified except to a limited extent. These Terms must be read subject to those statutory provisions. If those statutory provisions apply, to the extent to which WH is able to do so, its liability will be limited, at its option, to:
   
   1. In the case of products: the replacement of the products or resupply of equivalent products; repair of the products; payment of the cost of replacing the products or acquiring equivalent products; or the payment of the cost of having the products repaired; and
   2. In the case of services: the supply of the services again; or the payment of the cost of having the services supplied again.

13. Liability

1. To the extent permitted by law, WH will not be liable to Customer or any other person under any circumstances for any loss of use, profit, revenue, interest, goodwill or data, or for any injury or death to any person, or for any indirect, incidental or consequential damages sustained or incurred by Customer, whether such liability arises directly or indirectly as a result of:
   
   1. any negligent act or omission or wilful misconduct of WH or its employees or agents;
   2. the supply, performance or use of any Products or services; or
   3. any breach by WH of its obligations under these Terms or any relevant Sales Contract.
2. WH does not warrant that repair facilities or parts will be available in respect of any of the Products.

14. Privacy

1. Customer agrees to WH collecting, using and disclosing information about Customer of the kind referred to in clause 14(c) for various purposes, including to:
   
   1. assess creditworthiness;
   2. supply the Products and Services to Customer and the management of Customer's account;
   3. communicate with Customer about the Products and Services which WH or its partners or affiliates may provide to Customer;
   4. implement these Terms and any Sales Contract; and
   5. comply with relevant laws.
2. WH, at the written request of Customer, will:
   
   1. provide Customer with access to any personal information relating to Customer held by WH; and
   2. correct or amend any personal information relating to Customer held by WH which is inaccurate or out of date.
3. WH will handle Customer's personal information in accordance with relevant laws.

15. Intellectual property

1. Customer acknowledges that:
   
   1. 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 WH or its suppliers; and
   2. all Intellectual Property of WH or its suppliers may only be used by Customer with the express written consent of WH or its suppliers, during the continuance of any relevant Sales Contract, and such consent extends only to use essential for the purposes stated in it. Any licensing of Intellectual Property rights in any software Products supplied to Customer will immediately cease upon expiry or termination of the relevant licence agreement that governs their use.
2. Customer must not, during or after the expiry or termination of any relevant Sales Contract, without the prior written consent of WH or its suppliers, register or use any trade marks, trade name, domain name, trading style or commercial designation or design used by WH or its suppliers in connection with the Products.
3. Customer will indemnify WH against all liabilities, damages, costs and expenses which WH may suffer or incur as a result of work done in accordance with Customer's specifications or as a result of the combination or use of the Products with other equipment, parts or software not supplied by WH, and which results in the infringement of any Intellectual Property of any person.

16. Confidentiality

1. Customer acknowledges that WH has disclosed and may from time to time disclose to Customer certain confidential information and documentation of WH relating to the Products, their marketing, use, maintenance and software, including technical specifications ("Confidential Information").
2. Customer must:
   
   1. only use the Confidential Information solely for the purposes contemplated under any relevant Sales Contract.

17. General

1. WH may amend these Terms at any time, by giving Customer notice by mail, e-mail or by posting a notice on WH's public website. By continuing to place orders for Products, Customer will be deemed to have accepted the revised Terms.
2. Any provision of these Terms which is invalid or unenforceable will be read down to the extent necessary, and the remaining provisions will continue unaffected.
3. Customer may not assign or attempt to assign any of its rights and obligations under these Terms.
4. These Terms are governed by the laws of the State of New South Wales and the courts of the state of New South Wales shall have exclusive jurisdiction to hear any disputes arising from or relating to this agreement.

Version: March 2004