1. Interpretation
1.1. In these conditions "Buyer" means the person, or entity with whom Open Media Communications enters into a contract for the sale of goods and/or the supply of services stated on this invoice.
2. Incorporation
2.1. These conditions govern every contract for the goods and/or supply of services by Open Media Communications to Buyer, and, except as modified in accordance with Clause 2.2, constitute all the terms and conditions agreed between them to the exclusion of all other terms and conditions.
2.2. No modification to these Conditions, whether put forward in Buyer's purchase order, specification or otherwise, shall bind Open Media Communications unless agreed to in writing by its authorised employee.
3. Quotations and Brochures
3.1. Any quotation given by Open Media Communications is a mere invitation to treat and does not constitute a contractual offer. All quotations lapse thirty (30) days after issue but Open Media Communications may vary or withdraw a quotation at any time.
3.2. Open Media Communications brochures and catalogues are published as sources of general information only, do not constitute contractual offers, and are not binding on Open Media Communications.
4. Price and Payment
4.1. In the absence of contrary express agreement, the price for goods supplied shall be Open Media Communications list price ruling at the date of shipment and the charge for services supplied shall be at Open Media Communications prevailing rates at the time of supply. Prices quoted in published price lists or by Open Media Communications representatives are subject to change without notice and are not binding on Open Media Communications.
4.2. All prices are expressed net of any applicable freight charges and GST, which shall be added to the amount to be paid by Buyer.
4.3. If Buyer has an approved credit account with Open Media Communications the goods and services supplied must be paid for within the terms of the credit granted. If Buyer does not have an approved credit account with Open Media Communications then the goods and services must be paid for within the terms granted on this invoice. Where Buyer is overdue with any payment or Open Media Communications is in receipt of credit references which it regards as unsatisfactory, Open Media Communications reserves the right to change Buyer to C.O.D account. Where Buyer has a C.O.D account all goods and services shall be paid for before they are supplied.
4.4. Without prejudice to any other remedy, Open Media Communications reserves the right to charge interest on any overdue payments at the rate of 1.5% per month on all overdue monies.
5. Delivery and Risk
5.1. Risk in the goods will pass to the Buyer ex Open Media Communications warehouse upon the goods being placed upon the vessel or vehicle which is to deliver the goods to the buyer. The Buyer may request Open Media Communications to arrange delivery on their behalf. Open Media Communications shall not be liable to Buyer in the event of any failure to arrange insurance.
5.2. Open Media Communications reserves the right to deliver in installments. When separately invoiced, goods shall be paid for without regard to the delivery of subsequent installments.
6. Retention of Title
6.1. Open Media Communications shall retain the title to goods supplied to Buyer until it has received payment in full for them. Goods belonging to Open Media Communications shall be stored so that they are identifiable as such.
6.2. If payment is overdue or Buyer enters into bankruptcy, liquidation, a composition with its creditors, has a receiver or manager appointed over all or any part of its assets or becomes insolvent, Open Media Communications shall be entitled, without prejudice to any other remedy, to repossess goods belonging to it and to enter any premises without notice for this purpose.
7. Claims
7.1. Buyer shall inspect all goods supplied upon delivery; Open Media Communications shall not be liable for shortages or other errors in delivery unless Buyer submits a written claim to Open Media Communications within seven (7) days of the delivery to which the claim relates.
8. Cancellation, Credit and Return Policy
8.1. Non-faulty Credit Returns: Buyer may return goods supplied for a credit against subsequent orders within seven (7) days of delivery providing the following conditions are satisfied. The Buyer must obtain a Return Merchandise Authorisation (RMA) number prior to the goods being returned to Open Media Communications.
8.1.1. The goods are returned in their original condition.
8.1.2. The goods are returned freight paid by the Buyer.
8.1.3. Cancelled orders will be subject to a 20% restocking fee.
8.2. Warranty Returns: All goods returned for repair and for replacement under warranty must be issued with and RMA number prior to being forwarded to Open Media Communications. Freight to Open Media Communications is to be paid by the Buyer with Open Media Communications paying for the return freight. Replacement product will only be provided after Open Media Communications has verified that the goods are faulty and cannot be satisfactorily repaired. NOTE: Open Media Communications reserves the right to waive or vary any or all of the conditions detailed in 8.1 and 8.2.
9. Product Evaluations
9.1. Open Media Communications may offer product evaluations, which is aimed at assisting buyers to test products in an actual working environment. All evaluation goods are available for up to seven (7) days, if product is not bought or returned it must be shipped at Buyers expense via courier or registered post only. Open Media Communications accepts no responsibility if goods are lost in transit.
10. Warranty
10.1. Goods manufactured by Open Media Communications are given a twelve-month warranty to be free from defects in materials and workmanship and as it is sole liability to Buyer in respect of that warranty, Open Media Communications shall, repair or replace goods which it is satisfied as defective at Open Media Communications opinion. Replacement parts are similarly warranted.
10.2. Goods not manufactured by Open Media Communications are supplied by Open Media Communications to Buyer on an "as is" basis without warranty of any kind. However, Open Media Communications shall assign to Buyer insofar as it is able to do so, the benefit of any condition, warranty or guarantee express or implied in Open Media Communications contract with its own supplier.
10.3. Subject to Clause 10.4, Clauses 10.1 and 10.2 set forth the full extent of Open Media Communications obligation and liability to Buyer with respect to goods and services supplied and all terms, conditions, warranties and representations that might otherwise be implied by statute or otherwise, are hereby excluded.
10.4. Certain legislation, including the Competition and Consumer Act 2010, imply warranties or conditions or impose obligations upon Open Media Communications which cannot be excluded, restricted or modified except to a limited extent. These conditions must be read and construed subject to such statutory provisions. Where such statutory provisions apply, to the extent to which Open Media Communications is entitled to do so, its liability shall be limited at its option to:
10.4.1. the replacement of the goods or supply of equivalent goods;
10.4.2. the payment of the cost of replacing the goods or acquiring equivalent goods;
10.4.3. the payment of the cost of having the goods repaired; or
10.4.4. the repair of the goods.
11. Limitation of Liability
11.1. To the extent permitted by law and subject only to any express exceptions contained in these Conditions, Open Media Communications shall under no circumstance be liable in any way whatsoever to Buyer for any form of loss, damage or expense sustained or incurred by Buyer or any other party in consequence of or resulting directly out of the supply of goods or services by Open Media Communications Services, the use or performance thereof any breach by Open Media Communications Services of any contract incorporating these Conditions or the negligence of Open Media Communications Services.
12. Law and Jurisdiction
12.1. The construction, validity and performance of any contract incorporating these Conditions shall be governed by the laws of the State of New South Wales.
13. General
13.1. All clerical errors are subject to correction and shall not bind Open Media Communications.
13.2. No employee of Open Media Communications is authorised to bind Open Media Communications Se unless Open Media Communications Services has given Buyer express written notice to that effect.
13.3. The invalidity or unenforceability of any provision of these Conditions shall not affect the validity or enforceability of the remaining provisions.
13.4. Open Media Communications failure to enforce, at any time or for any period of time, any term of any contract incorporating these Conditions shall not constitute a waiver of such term and shall in no way affect its right later to enforce it.