| TERMS OF USE OF UNIDEN'S WEB SITE |
1. THIS IS A CONTRACT |
| 2. RESTRICTION
ON USE The information and material on this Web Site is derived in whole or in part from information and material supplied by Uniden and other sources. This site is owned and operated by Uniden. All information and material contained in this Web Site is protected by and subject to international copyright and trademark protection laws. You may download, duplicate, store, or print copies of information from this Web Site for your personal, non-commercial use only, provided that you keep intact all copyright and other proprietary notices and with the understanding that Uniden retains the copyright on all media including, but not limited to text, graphics, and photographs. You may not, however, distribute or modify the media in any form, print or otherwise (including but not limited to reproduction, publication, retransmission or distribution), in whole or in part, contained in this Web Site, for public or commercial purpose, without the prior written permission of Uniden. You are also not permitted to link or "mirror" any part of this Web Site, without the prior written permission of Uniden. You must not use this site for any purpose that is unlawful or prohibited by or under any local, state, federal or international law or these terms of use. Uniden does not grant any copyright license, actual or implied, through the presentation of graphics, text, or photographs within this Web Site. Nor does Uniden intend to make available for any use, any copyrighted materials within this Web Site beyond the permitted personal, non-commercial use identified above. Rights to trade marks, logos and product names appearing on the Web Site belong to Uniden and/or its affiliates. The use of any trade marks, logos and product names without express written permission from Uniden or the right holder is prohibited, except for specific use permitted under trade mark law or other laws. |
| 3. DISCLAIMERS
The materials, including all information, software, products and services, in this Web Site and any third-party sites are provided "as is" and without warranties of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. In no event shall Uniden be liable for any direct, indirect, incidental, punitive or consequential damages of any kind whatsoever in respect to the materials. Uniden does not warrant that the functions contained in the materials will be uninterrupted or error-free, that defects will be corrected, or that this site, or the server that makes it available, are free of viruses or other harmful components. Uniden is not liable and does not warrant or make any representations regarding the use or the results of the use of the materials in this Web Site or in third-party sites in terms of their completeness, correctness, accuracy, timeliness, reliability or otherwise. You (and not Uniden) assume the entire cost of all necessary maintenance, repair or correction. Uniden products and services may require regulatory approval in some jurisdictions, and, the purchase, ownership, and/or use of certain Uniden products or services may not be lawful in some jurisdictions. The presentation of information about Uniden products and services and the availability of an order entry page within this Uniden Web Site are not intended to constitute an offer for sale by Uniden in any jurisdiction, nor are they intended to constitute a solicitation for offers to buy in any jurisdiction where the purchase, ownership, and/or use of a Uniden product or service has not received any required regulatory approval or where the purchase, ownership and/or use of a Uniden product or service is unlawful. The information contained in this Uniden Web Site is presented as a public service only. The information is not presented for the purpose of conducting business within any jurisdiction and Uniden does not intend any information in this Web Site to constitute an advertisement or offer for sale of Uniden products and/or services in any jurisdiction. All offers to purchase are accepted by Uniden in the jurisdiction in which Uniden makes the product available for shipment from its dock. All sales transactions are consummated, and title and risk passes, at the point of shipment. |
| 4. RESTRICTIONS
OUTSIDE AUSTRALIA Uniden makes no representation that this Web Site or the products displayed herein are appropriate or legal for use inside or outside Australia. You are responsible for all compliance with your local laws and use of this Web Site or the products displayed herein where illegal are expressly prohibited. |
| 5. SUBMISSION
OF COMMENTS All comments, suggestions, ideas, notes, drawings, concepts or other information disclosed or offered to Uniden in this Web Site (collectively, "Comments") in response to requests or solicitations in this Web Site shall be deemed and shall remain the property of Uniden. None of the Comments shall be subject to any obligation of confidence by Uniden. Uniden shall not be liable to you or third parties in any way for any use or disclosure of any Comments. Without limitation of the foregoing, Uniden shall exclusively own all present or hereafter existing rights to the Comments of every kind and nature throughout the world and shall be entitled to unrestricted use of the Comments for any purpose whatsoever without compensation to the provider of the Comments. The foregoing grants shall include the right to exploit any proprietary rights in such communication, including but not limited to rights under copyright, trademark, servicemark or patent laws under any relevant jurisdiction. |
| 6. LIMITATION
OF LIABILITY Under no circumstances, including, but not limited to, negligence, shall Uniden, its subsidiaries and parent companies or affiliates be liable for any direct, indirect, incidental, special or consequential damages, including but not limited to loss of use, loss of profit and loss of data that result from the use of, or the inability to use, Uniden materials or this Web Site. You specifically acknowledge and agree that Uniden is not liable for any defamatory, offensive or illegal conduct of any user. Limitation or exclusion of warranties or liability may not be permitted in some states or jurisdictions in which case some or all of the above provisions may not apply to you. To the fullest extent permitted by law, Uniden's liability for breach of any implied warranty or condition is limited at the option of Uniden to one or more of the following:
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| 7. BREACH
If you breach these Terms of Use, Uniden reserves the right to bring legal proceedings against you, and without limiting the rights and actions available, Uniden may seek damages or an account of profits against you. |
| 8. TERMINATION
This agreement is effective until terminated by Uniden. Uniden may terminate this agreement at any time without notice to you. In the event of termination, you are no longer authorised to access this Web site, and the restrictions imposed on you with respect to material downloaded from the Web Site and the disclaimers and limitations of liabilities set forth in this agreement, shall survive. |
| 9. GOVERNING
LAW This agreement shall be governed by and construed in accordance with the laws in force in the State of New South Wales, Australia, without giving effect to any principles of conflicts of law. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction to the courts of New South Wales. |
| 10. GENERAL
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| TERMS AND CONDITIONS OF SALE |
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STANDARD CONDITIONS OF SALE |
| 1. LEGISLATION Nothing herein will exclude restrict or modify any condition, warranty, right or liability expressed or implied either by the Trade Practices Act or by any other Australian or State legislation relating to the sale of Goods or consumer affairs where to do so would render any part of these condition void or of no effect. Subject to clause 9 these terms and conditions constitute the whole contract between Uniden and the Buyer and supersede all previous communications either oral or written. No term or condition contained in the Buyer’s order shall add to, amend or delete these terms and conditions or any of them unless expressly agreed in writing by Uniden notwithstanding that any such order is placed on such terms as purport to override these conditions of sale. |
| 2. PROPERTY (b) Uniden shall retain property in any goods supplied until Uniden Australia has received full payment together with any additional charges, taxes, duties or interest payable. That Uniden retains property in the goods shall not affect its rights as unpaid seller. (c) Until payment in full has been made the Buyer shall hold the goods in a fiduciary capacity for Uniden. (d) The buyer may sell the goods by way of bona fide sale in the ordinary course of business but may not otherwise deal with, sell, convert, charge, pledge or otherwise dispose or encumber the Goods sold hereunder until property therein has passed to the Buyer in accordance with Clause 2(b) above. (e) Uniden shall have the power to appropriate payments by the Buyer to such goods and accounts as it thinks fit notwithstanding any purported appropriation by the Buyer. |
| 3. RISK AND INSURANCE (a) Possession of the Goods shall pass to the Buyer at the time the goods are loaded on to the vehicle which is to effect delivery of the goods from Uniden’s premises and the goods shall thereafter be at the Buyer’s risk. (b) Until property has passed to the Buyer, the Buyer shall insure the goods against loss or damage. The buyer shall receive and hold the proceeds of any such insurance in trust for Uniden. |
| 4. DELIVERY AND FREIGHT
(a) In consideration of Uniden’s freight and insurance charge, Uniden shall, unless otherwise directed by the Buyer, dispatch and deliver the Goods to the Buyer or as the Buyer may direct and shall insure the Goods while in transit against such risks as Uniden considers appropriate. The charge for transportation and associated insurance is solely to the Buyer’s account and is payable by the Buyer to Uniden in payment of the Goods. The Buyer may arrange for such transportation and insurance at its own expense without recourse to Uniden by giving advance written notice to Uniden in which event Uniden’s freight and insurance charges will not apply. (b) Any time or date or month stated by Uniden for anticipated or promised delivery of the Goods is a bona fide estimate only. If Uniden is delayed by any circumstance (including delays caused by third parties) or an event beyond its control, then it may suspend delivery or extend the delivery time in respect of the whole or part of the Goods and it shall not be liable to the Buyer for any consequential loss or damage arising from any such delay. (c) The Buyer shall accept delivery of the Goods at the agreed delivery point of the Buyer in the event of substantial delay in accepting delivery Uniden shall be entitled to charge to the Buyer extra costs of storage and/or other expenses incurred. (d) Any agreement or undertaking by Uniden is contingent upon its ability to secure or supply the Goods. (e) Delivery may be made in one or more lot. Each lot shall form a separate contract on delivery and be accepted and paid for accordingly notwithstanding late delivery of non-delivery of any other lot. Upon failure by the Buyer to pay any amount when due Uniden may at its option terminate the contract as to further delivery and no forbearance or course of dealing shall affect this right of Uniden. |
| 5 TERMS OF PAYMENT (a) Trading terms are net cash 30 days from date of invoice unless otherwise notified from time to time. This payment condition will be satisfied if payment of the Goods is received no later than the last working day of the month following the month of invoice. Should payment not be received then any credit facility may be withdrawn without notice. (b) An early settlement discount as agreed to in writing by Uniden in respect of the amount due and payable may be deducted if full payment is received by Uniden within seven (7) days from date of invoice. Such rates of discount may be varied by Uniden from time to time. |
| 6. PRICES (a) Prices are subject to change without notice. All prices are based on the full quantities specified and do not necessarily operate pro rate for any greater or lesser quantities. (b) GST where applicable will be charged at the appropriate rate ruling at time of sale. (c) Prices are inclusive of all import charges and duties currently applicable. In the event that Uniden is required to pay any further amounts as a result of any increases thereof, then the Buyer shall be required to pay Uniden any such further amount as may be invoiced to the Buyer. |
| 7. INTEREST Uniden shall be entitled to charge interest on overdue accounts calculated on a daily basis at a rate equal to 8% above Uniden’s bank’s indicator lending rate but without prejudice to Uniden’s other rights or remedies in respect of the Buyer’s default in failing to make payment on the due date from the day following the date upon which payment should have been made. |
| 8. WARRANTY (a) Subject to Condition 1 hereof the only warranties in respect of parts and/or labour applicable to the goods shall be those expressly stated by Uniden. (b) The Buyer, its employees or agents shall not make any statement, representation undertaking or warranty concerning the quality or description of the goods other than those either contained in literature published by Uniden or expressed or implied by law. (c) The acceptance of any of the Goods by the Buyer shall imply a condition that the Buyer indemnifies Uniden and will keep it indemnified against loss, claim or damage suffered by reason of or arising out of. (i) any statement representation undertaking or warranty made by, or on behalf of the Buyer which is not expressly authorised by Uniden; (ii) any loss or damage caused to the Goods after risk therein has passed to Buyer; (iii) any breach of these terms and conditions by the Buyer. |
| 9. LIABILITY Exclusion (a) To the full extent permitted by law Uniden will not be liable to the Buyer whether under contract or tort (including negligence) or otherwise for any loss of profit, business, revenue, opportunity or data, and third party claims or any indirect, special, exemplary, consequential, incidental or punitive damages incurred by the Buyer in connection with these terms and conditions. Limitation of Liability Implied Warranties (d) Any liability of Uniden arising from breach of a condition or warranty implied by law and which cannot be excluded will be limited to: (i) replacement of the Goods or the supply of equivalent goods; (ii) repair of the Goods; (iii) payment of the cost of the Goods or acquiring equivalent goods; or (iv) payment of the cost of having the Goods repaired, wholly at the discretion of Uniden. |
| 10. INTELLECTUAL PROPERTY RIGHTS
Sale of the Goods shall not confer upon the Buyer any rights or interest in any trademarks, patents, copyrights, industrial designs or other intellectual property rights of Uniden in respect thereof. The Buyer shall not dispute or conspire to dispute or question the title of Uniden in respect of such rights relating to the Goods. |
| 11. CLAIMS Subject to the provisions of any consumer or trade practices law no claim in relation to the Goods will be recognised unless such claim is made in writing within seven (7) days after receipt of Goods. |
| 12. DEFAULT (a) Upon the happening of any of the following events: (i) the commission by the Buyer or any act of bankruptcy or the Buyer going into liquidation or a petition being presented for the sequestration of the Buyer’s estate or the winding up of the Buyer; or (ii)the Buyer assigning its property for the benefit of creditors or having a receiver or official manager appointed; or (iii) the Buyer failing to make payment to Uniden by the due date; or (iv) the Buyer being in breach of any of these terms and condition. then in any such event Uniden shall have the right without notice to the Buyer to: (i) cease production of the Goods; and/or (ii) decline to deliver the Goods or any balance of the Goods still due under these terms and conditions; and/or (iii) stop any goods in transit; and/or (iv) otherwise cease to perform any of its obligations to the Buyer; and/or (v) terminate these terms and conditions without incurring any liability at law or in equity and without prejudice to its rights to recover amounts owing to it by the Buyer and/or damages; and/or (vi) enter into any premises of the Buyer and repossess any Goods already delivered whether or not property in such Goods has passed to the Buyer; and /or (vii) recover from the Buyer the contract price of all Goods delivered and for freight, storage, handling and other expenses incurred by Uniden; and/or (viii) to sell elsewhere and charge the Buyer with any resultant loss. (b) Should Uniden by its servants or agents enter upon any premises where Goods situated for the Purpose of repossessing such Goods, in accordance with its rights herein and any person bringing any action for trespass or any other action against Uniden based upon such entry or anything done during or in connection with such entry. The Buyer shall indemnify and keep indemnified Uniden Australia for all damages for which Uniden may be responsible as a result of such action. |
| 13. RETURNS OF CREDIT Goods being returned for credit are to be clearly consigned to the address of Uniden in the appropriate State or Territory of Australia in accordance with the following procedures (a) Approval must first be obtained from Uniden’s Branch Manager, Sales Manager or Credit Manager who will provide a Return Goods Authority Number; (b) Goods must be in the original carton and complete with all accessories and in a saleable and undamaged condition and marked with Uniden’s Return Goods Authority Number; (c) Uniden’s invoice number and Return Goods Authority Number and date must be stated on the claim form; (d) Reason (e.g. faulty, damaged, wrongly delivered) must be stated on the claim form; (e) Uniden shall in each case determine at the discretion of the Branch Manage, Sales Manager or Credit Manager whether it should bear the relevant cost of freight. |
| 14. WAIVER OR ALTERATION No waiver or alteration of these conditions shall be binding on Uniden unless assented to in writing by a duly authorised officer. |
| 15. CANCELLATION OR ASSIGNMENT This agreement may not be cancelled or assigned by the Buyer unless authorised in writing by Uniden by a duly authorised officer. |
| 16. NOTICES Any notices to the Buyer shall be sufficiently delivered if mailed in the ordinary course of post in the last known address of the Buyer in the appropriate State or Territory of Australia. All notices to Uniden shall be sufficiently delivered if so mailed to its principal office in the relevant State or Territory. Any such notice shall be deemed to have been delivered three (3) days after mailing. |
| 17. GOVERNING LAW These terms and conditions shall be governed by the laws of Australia and the State of New South Wales. |
