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Terms and Conditions of Sale Westcon Group Limited
Applicability
These terms and conditions of sale ("Terms and Conditions") apply to all sales of products and services ("Products") by Westcon Group Limited ("Westcon Group") to you ("Customer").
Customer will be deemed to have accepted the Terms and Conditions by sending a purchase order to Westcon Group. Westcon Group acceptance of Customer's purchase order is conditioned upon Customer's acceptance of the Terms and Conditions, without addition or modification. In the event that Customer's purchase order is deemed to be an offer, Westcon Group acknowledgement or performance of the purchase order is conditioned upon Customer's acceptance of the Terms and Conditions, without or modification and the Customer's acceptance of delivery without objection constitutes acceptance of the Terms and Conditions, without addition or modification.
Order and Shipment
Customer will order Products by sending a complete purchase order to Westcon Group. Westcon Group may accept or reject the purchase order for any reason. Westcon Group 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 Westcon Group shipping policy on the date of shipment. All shipments of Products by Westcon Group to Customer will FOB point of shipment. Insurance coverage, transportation costs and all other expenses applicable to shipment from Westcon Group to Customer's identified delivery place will be the responsibility of Customer. Risk of loss will pass to Customer upon delivery place will be the responsibility of the Customer. Risk of loss will pass to Customer upon delivery by Westcon Group to Customer's representative at Westcon Group point of shipment, or on delivery by the carrier to Customer's identified delivery place. Customer must notify Westcon Group, by calling Westcon Group within forty-eight (48) hours after delivery, of any claimed shortages or rejections and Westcon Group 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 Westcon Group sole power and discretion. In the event that Westcon Group grants the short shipment claim, Westcon Group will replace the lost or damaged Product or issue a credit adjustment, in its sole discretion. In the event that Westcon Group does not approve the claim, Customer will pay the total invoice.
Price, Payment and Title
Prices for Products will be set forth in Westcon Group 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 Westcon Group. Payments may be made in Bank Cheque, Company Cheque, or by funds transfer to Westcon Group Bank Account. Where payment is by Cheque, payment is not deemed to have been received until the Cheque has been received by Westcon Group. Westcon Group 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.
Returns and Warranty Assistance Service
Customer may return Products purchased from Westcon Group and receive a credit of the paid price, subject to the following: (a) the Product for return is logged on Westcon Group website; (b) the Product is returned to Westcon Group 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) Westcon Group determines, in it sole judgment, that Customer is in good standing. Products satisfying all the foregoing requirements may also be returned subject to a 15% restocking fee.
Products purchased from Westcon Group that are determined to be defective within thirty (30) days of the invoice date, may be returned to Westcon Group for assistance in processing a manufacturers warranty, provided that the product is covered by a manufacturer's warranty and the Customer is determined, in Westcon Group sole judgment, to be in good standing.
Upon satisfaction of the foregoing, Westcon Group will issue a return material authorisation and advance ship the replacement Product under a new Customer purchase order. All returned products must be shipped by Customer FOB destination and received by Westcon Group within fourteen (14) days of the date of shipment of the replacement Products. Notwithstanding the foregoing, Westcon Group makes no warranty or representations regarding the Products. All other returns of Products are subject to Westcon Group prior approval and applicable fees.
Disclaimer and Limitation of Liability
Westcon Group makes no warranties of any kind with regard to the Products. Westcon Group 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 Westcon Group be liable for any loss, damage or cost for breach of warranty.
Westcon Group will not, in any event, be liable for any 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 Westcon Group 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 Westcon Group liability to Customer exceed the purchase price paid for the product that is the basis for the claim.
Credit Adjustments and Refunds
Credit Adjustments may be available to Customer pursuant to Westcon Group 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 Westcon Group 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.
Export Restrictions
Customer will obtain all licenses, permits and approvals required by any government and will comply with all applicable laws, rules, policies and procedures of the New Zealand Government. Customer will indemnify and hold harmless Westcon Group for any violation or alleged violation by Customer of such laws, rules, policies and procedures.
General
The Terms and Conditions will be construed in accordance with the laws of New Zealand, other than conflicts of law. The parties agree that the United Nations Convention on Contracts for 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. Westcon Group 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. Westcon Group 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.
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