Terms and Conditions of Sale
The Terms and Conditions of Sale (conditions) for this Agreement are as follows. All sales of Products are subject to the following conditions. All sales of Products are subject to the following conditions. The provisions of the Privacy Act 1988 (as amended) apply to any information collected by Toshiba. Please review Toshiba's Privacy Statement at www.toshiba.com.au. In these conditions:
"Buyer" means you, the Person / Company placing the order with Toshiba for the purchase of Products.
"PPSA" means the Personal Property Securities Act 2009 (Cth), or in NZ, the Personal Property Securities Act (1999), their respective regulations, or any amendment or re-enactment of those Acts,
"Products" means the products listed on the front of the invoice supplied by Toshiba to the Buyer under a contract of which these conditions form part.
"Toshiba" means Toshiba (Australia) Pty Limited ABN 19 001 320 421.
Nothing in these conditions of sale or any circumstances arising from the fact that the Buyer obtains possession of the Products prior to obtaining title or any other circumstances makes the Buyer an agent of Toshiba for any purpose whatsoever.
1. ORDER
No order for a Product shall be binding on Toshiba unless or until accepted by Toshiba and the Buyer is notified of such acceptance.
2. TITLE AND SECURITY INTEREST
Where required, the Buyer agrees to complete documentation pursuant to the PPSA granting Toshiba a purchase money security interest in the Products and all other product supplied by Toshiba
3. VARIATION
Toshiba may, at its discretion, vary these conditions. However, any variations to these conditions made by the Buyer shall not be binding on Toshiba unless consented to in writing by Toshiba.
4. PRICE AND PAYMENT
(a) Subject to 4(b) below, the Buyer must pay the price for the Products specified on the front of the Invoice.
(b) Prices are subject to variation by Toshiba without notice with immediate effect upon variation.
(c) Payment shall be made by the date shown on the front of the invoice, but otherwise within thirty (30) days from the statement date.
5. DELIVERY AND RISK
(a) Toshiba shall despatch the Products free into destination or as the Buyer directs and agreed by Toshiba. Loss or damage that occurs during shipping by a carrier selected by Toshiba is Toshiba's responsibility. Loss or damage that occurs during shipping by a carrier selected by the Buyer is the Buyer's responsibility.
(b) Any time quoted for delivery is an estimate only. Toshiba shall not be liable for any delay in delivery and may suspend delivery times. Toshiba reserves the right to make part delivery of any order and each part delivery shall constitute a separate contract. Failure to deliver a total order shall not invalidate any contract.
(c) Risk in the Product shall pass to the Buyer upon delivery. Title to the Product's software (if any) remains with the applicable licensor(s) at all times.
6. CLAIMS
(a) Claims for shortages, loss or damage must be made by the Buyer within seven (7) days of receipt of the Product.
(b) No returns shall be accepted by Toshiba unless authorised in writing or by arrangement with the relevant Toshiba Manager and must be sent freight paid to Toshiba's Principal Office.
(c) Any discount or allowance (however determined) granted by Toshiba to the Buyer shall be credited against the invoice price of the Product and represents a reduction of that price.
7. WARRANTIES ETC.
(a) All warranties, conditions, guarantees and liability implied by law other than:
(i) Those which may not be lawfully excluded under the Competition and Consumer Act (2010) or any other Commonwealth, State or Territory Legislation, or in New Zealand the Commerce Act (1986), the Fair Trading Act (1986), the Sales of Goods Act 1908 or the Consumer Guarantees Act 1993 (in which case, to the extent permitted by law, Toshiba's liability is limited, at its option, to the replacement of the Products, supply of equivalent Products, or the repair of the Products); and
(ii) Any express warranty contained in a warranty card (if any) accompanying the Product;
are to the maximum extent legally permissible hereby excluded.
(b) Subject to 7(a) above Toshiba shall not be liable for any direct, indirect, incidental or consequential loss, injury or damage whatsoever (including but not limited to loss of profits, damage or claims by third parties) which the Buyer may suffer in respect of the purchase of the Products.
(c) The Buyer acknowledges that it is ordering and purchasing Products for the purposes of a business and accordingly the provisions of the Consumer Guarantees Act 1993 (NZ) are contracted out of to the maximum extent legally permitted.
8. STRATEGIC PRODUCTS
The Buyer acknowledges that Products marked with an # on the face of the invoice and their technologies, are classified as Strategic Products under the Wassenaar Arrangement regulations and as such should not be exported without the appropriate Governmental authority.
9. ON LINE ORDERING
(a) In this clause
"Order" means a request by the Buyer to Toshiba to supply Products which is effected by electronically submitting to Toshiba a completed electronic document entitled "Order Form" which is located on the Site.
"Site" means Toshiba the Toshiba ISD World Wide Web site, which is located at http://www.isd.toshiba.com.au.
(b) Buyers authorised (in writing) by Toshiba may place orders for Products by means of an Order.
(c) The Buyer acknowledges that any information on the Site regarding Toshiba's inventory holdings ("Inventory Information") may not be current at the time of the Buyer viewing that Inventory Information. Toshiba must use reasonable endeavours to ensue that all Inventory Information is updated and current as often as reasonably practicable, but reliance by the Buyer on any Inventory Information without prior consultation with Toshiba will be at the Buyer's own risk.
(d) Toshiba may notify the Buyer of acceptance of an Order by electronically transmitting an email message to the Buyer's valid email address whether or not the Products ordered are available for delivery at that time.
(e) Orders may not be cancelled electronically by the Buyer once Toshiba has issued to the Buyer an acceptance of the Buyer's Order.
(f) The Buyer must take all action necessary to ensure that only authorised persons have sufficient access to the Site to be able to place orders. The Buyer warrants to TAP that all Orders will be made by duly authorised persons.
(g) The replacement on the Site of these terms and conditions with varied terms and conditions will constitute sufficient notice of those variations in respect of Orders. All Orders placed after such replacement will be subject to the terms and conditions of sale as varied.
(h) TAP is not obliged to ensure continuous access to the Site. If at any time, whether as a result of technical difficulties or otherwise, it is not possible for the Buyer to place an Order, the Buyer shall place orders for Products by letter, order form or facsimile.
Revised 11/03/14
