UNICOM Company Information

STANDARD TERMS & CONDITIONS OF SALE

1. DEFINITIONS

In these terms and conditions;

“Company” means Unicom Pty. Ltd.

“Customer” means the person company organisation, partnership or other entity purchasing goods from Unicom Pty. Ltd.

“Goods” means the products and if any, the services being the subject of an agreement to purchase between the Company and the Customer

2. AGREEMENT

These terms and conditions should be read in conjunction with the Company’s written quotation and /or proposal and will prevail over all terms and conditions of the Customers order to the extent of any inconsistency. The goods sold by the Company are sold on these terms and conditions.

If a court should determine that one or more of the said terms and/or conditions are unenforceable for any reason, the remaining provisions will continue to stand and be enforceable between the parties.

3. ACCEPTANCE/DELIVERY OF PURCHASE ORDERS/CONTRACTS

Purchase Orders / Contracts can only be processed by the Company subject to receiving technically and commercially written clear orders / contracts from the Customer. Incomplete orders may effect the delivery date of the orders / contracts.

4. TERMS OF PAYMENT

(1) Payment for goods will be made within thirty (30) days from the date of invoice for customers who have already established account facility with the Company. For customers who do not have account facilities with the company, full payment is required prior to delivery. Where the goods contracted for make up a system, the Company reserves the right to invoice for part only of an order upon delivery of the same. If an invoice covers part only of an order payment of the same will be deemed to be an installment of the purchase price and not a deposit.

(2) Without prejudice to any other rights of the Company, the Company reserves the right to charge interest on all overdue accounts based on current bank overdraft rate. Interest will accrue on a daily basis from the date on which payment became due up to and including the day of actual payment, whether after judgment or not.

(3) The Customer will be liable for all collection costs and legal fees incurred by the Company in recovering the amounts payable hereunder on a full indemnity basis.

5. PRICES

Unless otherwise stated all prices quoted by the Company are for delivery ex-factory from Melbourne, Australia and excludes the costs of packing, installation and insurance. Prices quoted are those prevailing at the date of issue of quotation and are based on rates of exchange, freight costs, customs duties, shipping expenses and other charges affecting the cost of production and any alteration thereto either before acceptance of or during the currency of the contract will be to the Customers account.

6. SPECIFICATIONS

All specifications, drawings and particulars of weights and dimensions accompanying a quotation or proposal are indicative only and may not completely represent the goods. Any minor deviation therefrom will not be taken to vitiate the contract with the Company or form grounds for any claim against the Company. The descriptions illustrations and performances contained in catalogues, price lists, the Company’s internet site and other advertising matter are a guide only and do not form part of the contract of sale of the goods.

7. CANCELLATION

No order may be cancelled except with the written consent of the Company on terms which will indemnify the Company against all losses.

8. RETURNED GOODS

(1) The Company will not be under any obligation to accept goods returned by the Customer and no credit will be issued for any goods purchased by the Customer unless;

a) the Customer obtains the prior approval of the Company; and

b) returns are made within seven (7) days of delivery in original condition; and

c) the correct invoice number is quoted on the Customers return docket.

(2) If the Customer fails to comply with the provisions of sub-clause (1) hereof the Customer will be deemed to have accepted delivery of the goods.

(3) Where in the Companys’ opinion goods are returned otherwise than in the same condition as they were dispatched, a charge equal to the cost necessary to restore the goods to their original condition will be payable by the Customer to the Company on demand.

9. DELIVERY

The delivery times made known to the Customer are estimates only. The Company will not be liable for late delivery or non-delivery where occasioned by industrial dispute, the failure of suppliers or carriers to provide necessary components or services or any other causes outside the Company’s control. Liability for proven loss due to delay arising from all other causes will not extend to consequential loss and will be limited to the amount of the contract price of the delayed goods.

10. LOSS OR DAMAGE IN TRANSIT

The Company is not responsible for any loss or damage to goods in transit. The Company will render to the Customer such assistance as may be necessary to press claims against the carrier(s) of the goods provided the Customer will have notified the Company and the carrier(s) in writing immediately loss or damage is discovered on receipt of the goods.

11. TERMINATION

In the event of the Customer being in breach of any of the terms of this or any other Agreement it has with the Company or upon the bankruptcy or insolvency of the Customer or the appointment of a receiver or liquidator for the Customer, the Company may at its option terminate or suspend this or any other Agreement between the parties hereto and such termination or suspension will be without prejudice to the Companys’ rights to recover damages from and/or seek other remedies against the Customer under this or any other Agreement between the parties hereto.

12. RESERVATION OF TITLE

(1) The ownership of the goods supplied and/or delivered by the Company to the Customer (“the goods”) will only be transferred to the Customer once the same has paid all sums owing to the Company whether under this Agreement or any other Contract and until such time, the Company has the right to call for or recover the goods at its option for which purpose the Company is hereby irrevocably authorised by the Customer to enter the Customers premises or any premises under the Customers control as the Customers agent if the goods are stored at such premises and use reasonable force to take possession of the goods without liability for the tort of trespass, negligence or payment of any compensation to the Customer whatsoever.

(2) Where the Company has not been paid pursuant to this Agreement or any other terms of payment in force between the Customer and the Company and the Company supplies and/or delivers the goods to the Customer, then, until disposed of by the Customer in accordance with the following sub-clause the Customer will be a bailee of the goods and agrees to keep the goods in a fiduciary capacity for the Company and the Customer agrees to store the goods in a manner that clearly shows the Company’s ownership.

(3) Notwithstanding the provisions of the last two proceeding sub-clauses, the Customer may sell the goods to a third party in the course of business and deliver them to that party provided that –

a) where the Customer is paid by the third party and the Company has not been paid by the Customer for the goods supplied pursuant to this agreement or any other terms of payment in force between the Customer and the Company, the Customer holds the whole of the proceeds of the sale on trust for the Company; and

b) where the Customer is not paid by that third party and the Company has not been paid by the Customer for the goods supplied pursuant to this agreement, or any other terms of payment in force between the Customer and the Company, the Customer will agree at the Company’s option to assign its claims against the third party to the Company upon the Company giving the Customer notice in writing to that affect (and for the purposes of giving effect to and perfecting the assignment of these claims the Customer irrevocably appoints the Company as its attorney).

(4) These provisions apply notwithstanding any agreement whether subsequent to this agreement or not, under which the Company provides credit to the Customer.

(5) Notwithstanding anything contained in the preceding sub-clauses of this clause the Customer accepts all risk of loss or damage to the goods, whether caused by it or not, upon delivery of the goods and will further indemnify the Company against all claims, demands, suits and actions for loss and damage caused by or arising from the handling, transport, storage, display or use of the goods after the Customer has taken possession of the goods.

13. WARRANTY

(1) Unless otherwise stated, the Company warrants that the goods manufactured by it are free from defects in workmanship and materials for a period not exceeding twelve (12) months from the date upon which the goods have been dispatched to the Customer and the Company will in its absolute discretion and subject to proof of purchase replace or repair the defective goods without charge or refund any part of the purchase price thereof provided that the defect does not arise from:

a) improper adjustment, calibration or operation by the Customer; or

b) any misuse of the goods; or

c) any contamination or leakage caused by the Customer; or

d) inadequate or improper maintenance of the goods; or

e) any modification or repair of the goods which was not specifically authorised by the Company and carried out by the Companys’ approved person; or

f) the use of accessories including consumables, hardware or software which were not manufactured by or approved by the Company

(2) If goods supplied are not manufactured by the Company the guarantee of the manufacturer thereof will be accepted by the Customer and is the only guarantee given to the Customer in respect of those goods

(3) All transportation charges incurred in returning the defective goods or parts thereof for repair together with the cost of returning them to the Customer will be paid by the Customer. The Company may at the Customers request carry out repairs at the Customers premises subject to payment of additional travel expenses and associated labour costs by the Customer.

(4) This warranty will not extend to the replacement or repair of batteries or other consumable items.

(5) To the extent permitted by law all other express and implied warranties guarantees and conditions as to merchantability, description, quality, suitability or fitness of the goods for any purpose or as to design assembly installation materials or workmanship or otherwise are hereby expressly excluded and the Company will not be liable for physical or financial injury, loss or damage or consequential loss or damage of any kind arising out of supply, layout, assembly, installation or operation of the goods or arising out of the Company’s negligence or in any way whatsoever.

14. TAXES

The Customer is liable to pay all Goods and Services Tax and any other taxes levied upon the supply, sale, export or import of the goods unless specific exemption is quoted with an official written order and such exemption is accepted by the Company and any relevant government authority. All prices quoted by the Company will be inclusive of Goods and Services Tax unless otherwise stated.

15. RF RADIO COVERAGE

Any performance figures provided by the Company are estimates only. No guarantee as to radio system coverage is possible due to both natural and man made topography and noise.

16. PROPRIETARY INFORMATION

All designs specifications software technical handbooks drawings and other data and equipment supplied to the Customer without charge remain the property of the Company and the Company retains the right to have the same returned to it upon demand. All information contained in such data and equipment is copyright and will be kept confidential by the Customer, except to the extent that it can be established to have been made known previously from other sources.

17. SOFTWARE

Software supplied by the Company to the Customer will be provided subject to compliance with any licence agreement to be executed by the Customer for non-exclusive use.

18. WAIVER

In the event that the Company will at any time expressly or by implication waive any of its rights contained herein, such waiver will not be deemed to prejudice in any way the enforcement of such right(s) on a subsequent occasion.

19. FORCE MAJEURE

If by reason of any fact, circumstance, matter or thing beyond the reasonable control of the Company, the Company cannot fulfill in whole or in part its obligation under this agreement the Company will be relieved of that obligation to the extent and for the period that it is so unable to perform its obligation and will not be liable in any way whatsoever to the Customer in respect of such inability.

20.JURISDICTION

This agreement will be governed by and construed according to the laws of the State of Victoria and the Commonwealth of Australia and the parties agree to submit all disputes arising between them to the courts of that State and the Commonwealth of Australia.

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