Transition Systems Australia Pty Ltd
Terms and Conditions of Sale

1. Payment. Prices for Products will be set forth in Transition Systems Australia then applicable pricing arrangement, which do not include applicable taxes, as defined herein and shipping costs. Payment is due thirty (30) days from date of invoice, except that COD accounts are due prior to delivery. Title to the product does not pass to Customer until full payment has been received by Transition Systems Australia. Payments may be made in Bank Cheque, Company Cheque, or by funds transfer to Transition Systems Australia bank account. Where payment is by Cheque, payment is not deemed to have been received until the Cheque has been received by Transition Systems Australia. Transition Systems Australia 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. Customer will pay all applicable taxes, duties, licenses, excises and tariffs (“Taxes”) levied upon the sale, purchase or delivery of products.
    
2. Delivery. Customer will order Products by sending a complete purchase order to Transition Systems Australia. Transition Systems Australia may accept or reject the purchase order for any reason. Transition Systems Australia will not be bound by any terms or conditions set forth on the Customer’s purchase orders. Unless otherwise agreed in writing, delivery will be made in accordance with Transition Systems Australia shipping policy on the date of shipment. All shipment of Products (Equipment and/or software) shall be delivered F.O.B to the customer premises by road freight. The customer will be charged for additional freight cost when the products are required by Overnight Air Express. The Customer takes delivery of goods at Transition Systems nominated delivery address and risk in respect of the goods shall pass on such delivery. To the extent that Transition Systems Australia accepts responsibility for damage to goods in transit, such responsibility shall end upon delivery into the customer store or to its authorised agent. Dates which may be specified for delivery of Product are approximate dates only and are based on upon receipt by Transition Systems Australia of all necessary information from Customers. Customer must notify Transition Systems Australia, by calling Transition Systems Australia within forty-eight (48) hours after delivery, of any claimed shortages or rejections and Transition Systems Australia 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. Approval of any short shipment claim is in Transition Systems Australia sole power and discretion. In the event that Transition Systems Australia grants the short shipment claim, Transition Systems Australia will replace the lost or damaged Product or issue a credit adjustment, in its sole discretion. In the event that Transition Systems Australia does not approve the claim, Customer will pay the total invoice.
    
3. Returns. Customer may return Products purchased from Transition Systems Australia and receive a credit of the paid price subject to the following: (a) Forwarding a written confirmation of the cancellation to Transition Systems Australia within 14 days of the invoice date; (b) the Product is returned to Transition Systems Australia within fourteen (14) days of the invoice date; (c) the list price of the Product has not decreased from the price paid; (d) the Product is new and Unused; (e) the Product is in its original package, which has not been damaged or altered; and (f) Transition Systems Australia determines, in its sole judgement, that Customer is in good standing. Products satisfying all the foregoing requirements may also be returned subject to Transition Systems Australia then applicable restocking fee. Products purchased from Transition Systems Australia that are determined to be defective within thirty (30) days of the invoice date, may be returned to Transition Systems Australia 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 Transition Systems Australia sole judgement, to be in good standing.
   All returned products must be shipped by Customer FOB destination and received by Transition Systems Australia within fourteen  (14)  days  of  the  date  of  shipment  of  the  replacement  Products.  Notwithstanding  the  foregoing,  Transition Systems Australia makes no warranty or representations regarding the Products. All other returns of Products are subject to Transition Systems Australia prior approval and applicable fees.
    
4. Credits and Refunds. Credit Adjustments may be available  to Customer pursuant  to Transition  Systems Australia  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 Transition Systems Australia account balance. Refunds will be issued, upon request by Customer, only in the event of an overpayment. No other customer will be entitled to receive a refund. 
    
5. Warranty and Limitation of Liability. Transition Systems Australia makes no warranties of any kind with  regard  to  the Products.  Transition  Systems  Australia  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 Transition Systems Australia be liable for any loss, damage or cost for breach of warranty. Transition  Systems  Australia will  not,  in  any  event,  be  liable  for  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  Transition  Systems  Australia  has  been  advised  of  such  damages.  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 Transition Systems Australia liability to Customer exceed the purchase price paid for the product that is the basis for the claim. 
    
6. General. 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  or  the  International  Sale  of Goods will not apply to these Terms and Conditions. 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. Price and other charges and discount offered are subject to alteration without notice. Should an order be received by Transition Systems Australia requesting supply on non-current pricing terms, Transition Systems Australia has the right to amend the prices, charges, and discounts to reflect prevailing pricing term. Transition Systems Australia 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.  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. Transition Systems Australia 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.  These  Terms  and  Conditions  constitute  the  entire  agreement  between  the parties  as  to  the  Sale  of  Products  and  supercede  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. The Terms and Conditions may be amended or modified only  in writing, signed by both parties. Customer will obtain all licences, permits and approvals required by any government and will comply with all applicable laws, rules, policies and procedures of  the Australian Government. Customer will  indemnify and hold harmless Transition Systems Australia for any violation or alleged violation by Customer of such laws, rules, policies and procedures.