UNICOM Pty ltd

Tel  +61 (03) 98879100

Fax +61 (03) 98868500

Email  unicompl@bigpond.com                                                         

TERMS & CONDITIONS OF SALE

In these conditions “UNICOM” means “UNICOM Pty Ltd., or any related corporation. The “BUYER” means the person, firm, corporation, Governmental or Semi Governmental Authority purchasing goods/services from UNICOM.  Unless otherwise clearly stated in writing by UNICOM the following conditions will apply.  “THE GOODS and SERVICES” means the Goods and Services being purchased from “UNICOM” or any part thereof.

1.      CONTRACT - The matters referred to any proposal/quotation these conditions constitute a Contract (“This Contract”) between UNICOM and the Buyer.  These conditions shall prevail over any forms of the Buyer that contain provisions contrary to or inconsistent with these conditions and any such forms shall not apply to this Contract nor shall they be deemed to constitute a counter offer by a Buyer.

2.      PRICES - Prices stated in UNICOM’s price list/proposals/quotations are for delivery  Ex- Works/Factory, Melbourne, Victoria Australia and excludes the cost of packing, installation, insurance and Bank charges for local and overseas unless otherwise stated.

3.      VARIATIONS for equipment not of Australian manufacture, variations of exchange rate, freight, customs duty and insurance for the goods imported between the date of this quotation and the remittance by UNICOM to overseas vendor will be charged to Buyer’s account.

4.      TEST/APPROVAL - Goods are subject to an established inspection test and quality assurance procedure by UNICOM’s technical staff at UNICOM’s premises  prior to delivery.  The cost of any additional tests/approval that may be required by the Buyer shall be to the Buyer’s account.

6.      DELIVERY AND TITLE - Time shall not be the essence in the relation to delivery arising from industrial dispute or causes outside its control and may claim extension for such delay.  Liability for proven loss due to delay arising from other causes shall not extend to consequential loss and shall in any event be limited to the amount of the contract price for the delayed goods.  Whether the delivery in or out of UNICOM’s premises the goods will be at Buyer’s risk as soon they are delivered to such carrier as we may engage on customer’s behalf.  Unless Buyer instructs in writing to the contrary, UNICOM shall prepay freight and insurance and debit the cost thereof to Buyer.  Notwithstanding the foregoing, equitable and beneficial ownership of and title to the goods shall remain with UNICOM (both legal and quitable) until full payment has been received by it from the buyer.  Notwithstanding this reservation of title UNICOM may maintain an action for the price of the goods. 

7.      PAYMENTS - Payments are to be made for goods strictly net cash within 30 days from date of invoice/delivery for approved accounts.  If any invoice covers part only of an order, the amount shall be deemed an installment of purchase price, not a deposit.  Any minor effects which might arise shall not interfere with payment.  In the event of the Buyer making default in payment of any such invoice or otherwise under these conditions or of customer going into liquidation (except voluntary liquidation for the purpose of amalgamation or reconstruction) or of customer being adjudged bankrupt or compounding with creditors, UNICOM shall have the right to withhold further deliveries and to determine the contract and retain any payments already made and this shall be in addition to any right of action or remedy on UNICOM’s part for the recovery of any monies or for any antecedent breach by Buyer. 

Where the goods make up a system, UNICOM may render an invoice to the amount of minimum 50% of the Total contract price when in its opinion the value of the work done on site and materials supplied on size by UNICOM exceed 50% of the contract price and may render an account for the balance when the work in UNICOM’s opinion is complete.  In other cases, except as may be otherwise agreed, if delivery of the whole amount ordered or any part thereof is delayed through customer fault or on customer request.  UNICOM is to be at liberty to render an invoice for the whole amount ordered upon the despatch of any part of the order or at such time as it is prepared to effect delivery.

UNICOM reserves the right and charge interest for goods not collected on time  specifically prepared/manufactured to Buyer’s specifications

8.      DEFAULT OF PAYMENT – Should the Buyer default in the payment of any part of the price by the due date, UNICOM may without prejudice to any other rights it may have:

         8.1)         Where payment is not received in accordance with clause 8 the Buyer agrees that UNICOM shall have the right to invoice and the buyer will pay late payment charges on all monies from
               time to time owing in respect of the goods including all charges. The rate of the interest currently 18% per anum

         8.2)         Demand immediate payment of any other outstanding amounts

         8.3)         Re-take possession of the goods which have remained the property of UNICOM by clause of 6

         8.4)         The buyer will be liable for all costs of collection and legal fees        

9.      CANCELLATION - Buyer’s cancellation of an order placed pursuant to UNICOM’s proposal/quotation will only be accepted following negotiations and determination of an appropriate fee.  No cancellations will be accepted without UNICOM’s written consent.

10.    RETURN OF GOODS - No return of goods will be accepted and no credit will be issued for any goods specially acquired for the Buyer unless:

         10.1)       Prior to written authorisation given by UNICOM,

         10.2)       The correct invoice number is quoted on the Buyer’s return docket,

         10.3)       Returns are made within seven (7) days after delivery or date of invoice of goods by the Buyer after receiving UNICOM’s written approval.

         10.4)       Wherein UNICOM’s opinion goods are returned otherwise than in the same condition as they were delivered to the carrier or directly to the Buyer a charge equal to the cost necessary to       
              restore the goods to their original  conditions shall be levied and payable by the Buyer on demand.  

11.    WARRANTY - Unless otherwise stated, UNICOM warrants the goods to be free from defects in design, workmanship and material.  UNICOM’s obligation shall be limited to making goods/services at its designated premises any part (not including consumable items, batteries) which shall be found to be defective within the first twelve (12)  months (unless other wise stated) of service/delivery, whichever is the sooner.  All goods must be returned to/from UNICOM for Warranty Service to Buyer’s cost together with purchase details/copy of invoice etc. Upon receipt of defect product UNICOM at its sole discretion:

         11.1)       Repair the product where ever applicable

         11.2)       May replace the equipment

         12.3)       Refund the purchase price 

         UNICOM may provide on request, under warranty service at customer’s premises subject to payment of travel time and additional labour cost.  Except as herein expressly stated there are no warranties of the goods other than those warranties and conditions implied by statue to the incapable of exclusion or limitation they are hereby expressly excluded and limited.  UNICOM shall not be liable for any incidental, indirect, special or consequential damages in connection with or arising out of the Buyer’s purchase or use of the goods/services.  UNICOM shall not be liable for any negligence in the manufacture or supply of the goods/services.

12.    SPECIFICATIONS - Any specification, illustration or description accompanying proposal/quotation are indicative and may not completely represent the goods.  UNICOM reserves the right to incorporate minor modification thereto without incurring any liability.

13.    RF RADIO & GSM COVERAGE - UNICOM takes into account user needs and Government regulations when planning individual customer systems.  This planning aims to provide a legal, cost effective network achieving satisfactory coverage under normal operating conditions.  Guarantee as to system coverage is inherently impossible due to both natural and man-made topography and noise.  Furthermore UNICOM will not be liable for the satisfactory performance of the equipment/hardware supplied by UNICOM to be used with third party system/network

14.    PROPRIETARY INFORMATION - All design, specification, software, technical handbooks, drawings, or other data and equipment supplied to the customer without charge remain UNICOM property, and UNICOM retains the right to have all such data/equipment returned forthwith upon request.  All information contained in such data is copyright and shall be kept confidential by the customer, except to the extent that it can be established to have been made known previously from other sources.  All software is non-transferable and restricted to the use of UNICOM’s customer only.

15.    SOFTWARE - Software supplied by UNICOM to Buyer shall be provided subject to compliance with any license agreement to be executed by the Buyer for non exclusive use.

16.    WAIVER - Failure by UNICOM to insist upon strict performance of any term or condition herein shall not be deemed a wavier of any rights UNICOM may have.

17.    DETERMINATION OF CONTRACT - If the Buyer shall breach any provision of this or any other contract with UNICOM or suffer distress or execution or commit an act of bankruptcy, make arrangement with creditors or go into liquidation (except voluntary liquidation for the purposes of amalgamation or reconstruction) or have a receiver or receive and manager appointed to it or any of its assets UNICOM may (without prejudice for the goods already delivered, work in progress and tooling costs under the contract in question at the contract rate or (if none) at a rate reasonably based on the price in question.   UNICOM may at its absolute discretion reclaim the goods under this contract in lieu of UNICOM’s entitlement of payment.

18.    GOVERNING LAW - The terms and conditions stated are the only ones governing the transactions and cannot be changed or terminated orally. Any dispute which may arise under proposal/quotation/service and any resulting contracts shall be governed by the laws of the State of Victoria in Australia.