Trimble Exchange Terms and Conditions
- TERMS AND CONDITIONS CONTROL. The following terms and conditions (Terms and Conditions), are agreed to by Ultimate Positioning Group Pty Ltd trading as Trimble Exchange (Seller) and the purchaser (Purchaser). Seller’s acceptance of any order is subject to these Terms and Conditions. No contrary, additional or different terms, provisions or conditions shall be binding on Seller unless accepted by Seller in writing.
COMPLETE AGREEMENT. This document represents the full and final agreement of the parties regarding these Terms and Conditions.
MODIFICATION. Purchaser understands and agrees that (a) no modification or waiver of these Terms and Conditions shall be effective unless made by an authorised representative of Seller in writing addressed to Purchaser and specifically referring to these Terms and Conditions; (b) no course of action on the part of Seller shall be deemed to modify these Terms and Conditions; and (c) Seller’s acknowledgment or acceptance of anything in writing from Purchaser which is in conflict with these Terms and Conditions (including any purchase order forms containing different terms or conditions) and any subsequent delivery of Goods shall not constitute a modification or waiver of these Terms and Conditions.
GOODS SOLD. The final invoice shall cover the specific quantities of items listed on the face thereof (the Goods).
TERMS OF PAYMENT. The purchase price for the goods sold shall be as shown on the face of the invoice. Freight cost will be calculated and advised to the Purchaser and invoiced separately, unless otherwise agreed to in writing by the parties. The purchase price and freight is payable in Australian currency prior to Delivery.
- DELIVERY. Seller shall deliver all Goods to a carrier for transport to Purchaser’s place of business or as agreed with the Purchaser. All costs of transport will be borne by Purchaser. Purchaser shall bear all risk of loss with respect to the Goods from the moment the Goods are delivered to the carrier.
WARRANTY. Goods are supplied in accordance with the Trimble Exchange specific warranty unless expressly stated to be sold in an “as is” condition. Copies of the applicable warranty statements are available on request. Exclusions: Nothing in these terms and conditions purports to modify or exclude the conditions, warranties and undertakings, and other legal rights, under the Australian Competition and Consumer Act and other laws. Any and all other warranties or conditions which are not guaranteed by the Australian consumer law or the competition and consumer regulation 2010 are expressly excluded where permitted, including liability for incidental or consequential damages caused by breach of any express or implied warranty or condition.
- INDEMNIFICATION. Purchaser hereby agrees to defend, indemnify and hold harmless Seller its directors, officers, employees and other agents and representatives from and against any and all liabilities, judgments, claims, settlements, losses, damages, penalties, obligations and expenses, including legal fees and expenses and other professional fees and expenses, incurred or suffered by such person arising from, by reason of, or in connection with any loss, damage or injury to person or property arising from, by reason of or in connection with the Goods sold hereunder. This indemnification shall survive delivery of the Goods to Purchaser and any subsequent sale or other transfer of the Goods to a third party.
- FORCE MAJEURE. Seller’s ability to ship the Goods may be affected in case of an act of force majeure, such as an act of God, war, sabotage, accidents, riots, fire, explosion, flood, strike, lockout, injunction, inability to obtain fuel, power, raw materials, labour, containers or transportation facilities, accident, breakage of machinery or apparatus, national defence requirements, or any other cause beyond the control of Seller. Seller shall have no liability for the failure to ship or deliver goods in the event of such force majeure and Seller’s obligation to complete the delivery of Goods shall be suspended during such force majeure event and for a reasonable period of time thereafter; provided, however, that these Terms and Conditions shall otherwise remain in effect.
- LIMITATION OF DAMAGES. Seller’s liability with respect to Goods sold to Purchaser shall be limited to refunding any payments made by Purchaser (i) with respect to Goods returned to and accepted by Seller or (ii) with respect to Goods ordered but not shipped by Seller upon Seller’s cancellation of the invoice. In no event shall Seller be liable for incidental, special, or consequential damages, lost profits, or any expenses of Purchaser, including, but not limited to, shipping costs.
ASSIGNMENT. Purchaser may not assign its rights or delegate its performance in whole or in part under any invoice without the prior written consent of Seller and any attempted assignment or delegation without such consent shall be void.
GOVERNING LAW. These Terms and Conditions are governed by and construed in accordance with the law of Queensland and the parties submit to the non-exclusive jurisdiction of the courts of Queensland.
- TAXES. All taxes assessed to any order are the responsibility of Purchaser, including, but not limited to, local and regional sales taxes and personal property tax, or if applicable, Purchaser is to provide Seller with a valid tax exemption certificate. In the event that Purchaser either fails to pay the tax or other charges as agreed above or fails to provide a valid exemption certificate, Purchaser agrees to indemnify and hold Seller harmless from any liability and expense by reason of Purchaser’s failure. Such indemnification shall include, but not be limited to, attorneys’ fees and/or other legal expenses relating to such failure.
- SEVERABILITY. If any provision of the invoice or these Terms and Conditions is determined illegal or unenforceable, it shall not affect the enforceability of any other provision or paragraph of the invoice or these Terms and Conditions.
- RETURN. Purchaser can return products if the item Purchaser receives does not match the listing description, or if it arrived damaged or faulty. Returns for reasons other than above are handled on a case-by-case basis with the primary objective of making the purchaser happy. The Seller believes that when we treat our customers fairly, they in turn are fair with us. Purchases must be conducted through Trimble Exchange. Any purchases made outside of Trimble Exchange are not covered by Sellers return or exchange policy. When selecting a product to purchase we highly recommend verifying the item is compatible with Purchasers application or current equipment. If Purchaser is uncertain, please contact us so we can assist you with your purchase.