Terms and Conditions

1. Supply.
   1. Top10 agrees to supply the requested goods ("Products") and/or services ("Services") to the Customer only on these standard terms and conditions ("these Terms").
2. Quotations.
   1. Quotations expire within 14 days. Product specifications and availability are subject to change without notice.
3. Purchase orders.
   1. Only these Terms (not other terms and conditions which may be attached to or incorporated in a purchase order) form part of the agreement between the parties. Top10's acceptance of a purchase order will not be acceptance of any such terms or conditions.
4. Delivery.
   1. Top10 will use its reasonable endeavours to deliver the Products and supply the Services by the date agreed but is not liable for any delays in delivery caused by matters beyond its control. Freight charges incurred by Top10 in delivering Products to the Customer will be invoiced to the Customer at cost unless agreed otherwise.
5. Supply.
   1. Unless the Customer gives Top10 written notice of any aspect of a deliverable which is alleged by the Customer to be otherwise than in accordance with these Terms or any applicable specifications within 48 hours of the date of delivery of that deliverable, the Customer is deemed to have accepted that deliverable on delivery.
6. Prices and payment.
   1. Payment terms are strictly Prepaid unless otherwise agreed
   2. Products and pre-delivery Services will be invoiced on delivery of the Products.
      1. The following forms of payments are accepted:
      2. Bank cheque for COD orders.
      3. Company cheques for account customers:
      4. Electronic funds transfer (EFT)
      5. For EFT payments, goods will be released on receipt of cleared funds; and
      6. Paypal for prepaid Web site orders
      7. Note: Cash is not accepted
7. Credit.
   1. Credit limits may not be exceeded without Top10's written consent .
8. Overdue payments.
   1. If any amount is not paid by the due date, or any payment by cheque be unpaid, the entire balance then outstanding shall immediately become due and payable without any notice. The Customer agrees that a service charge of 15.00% per annum on overdue balances may be charged to the Customer's account at Top10's discretion.
9. Collection charges.
   1. If Top10 instructs its solicitors to collect an overdue amount all legal fees and collection charges and tracing agents' fees as between solicitor and client shall be borne by the Customer.
   2. All payments made by the Customer shall firstly be allocated towards recovery fees and charges thereafter to interest and finally to reduction of the debt.
10. Recovery and governing law.
    1. The Customer hereby consents to the jurisdiction of the courts of Victoria for all actions, which may be instituted against it for the recovery of any amounts owing to Top10. The agreement will be governed by the laws of Victoria.
11. Returns.
    1. Goods returned will only be credited to the Customer's account if returned in the same condition as delivered by Top10 to the Customer initially and if returned and received by Top10 in accordance with the "Top10 Returns Policy" which can be viewed at www.top10.com.au.
12. Risk, Title and the Personal Property Securities Act.
    1. Products supplied by Top10 to the Customer will be at the Customer's risk upon delivery to the Customer or into the Customer's custody (whichever is the sooner).
    2. Ownership of each unit of the products will remain with Top10 until all amounts owing by the Customer to Top10 (including without limitation the purchase price of the products and other debts between the Customer and Top10) have been paid in full.
    3. Until all amounts owing by the Customer have been paid in full, the Customer may sell the products in the ordinary course of its business but only as trustee and agent of Top10. The Customer must not represent to any third party that it is acting for Top10, and Top10 will not be bound by any contracts with third parties to which the Customer is party.
    4. The Customer must hold the proceeds it receives from any sale of the products as trustee and agent for Top10. All proceeds from the sale of the products must be placed in an ADI account (as defined in the Personal Property Securities Act 2010) separate from its own monies and the Customer must not allow any person to have control of, or grant a security interest over, the proceeds or the accounts in which they are held. The Customer must make immediate payment to Top10 from the accounts in which the proceeds are held of all amounts which may be owing by the Customer to Top10.
    5. Until all amounts owing by the Customer have been paid in full, the Customer may, subject to clause 12.3 take possession of the products and hold them as trustee and agent for Top10. The Customer must store the products in such a manner that they are readily distinguishable from the other goods held by the Customer and so they clearly show that they are the property of Top10.
    6. If the Customer becomes insolvent or does not comply with any terms of this Agreement in relation to the payment of any amount owing to Top10 or otherwise, then:
       1. Immediately on Top10's request, the Customer must return any products acquired from Top10;
       2. Top10 may enter upon the premise (or where the products are stored) and take possession of the products; and
       3. Top10 may retain, sell or otherwise dispose of the products.
    7. If the Customer makes a payment to Top10 at any time whether in connection with this Agreement or otherwise Top10 may, at its absolute discretion, apply that payment to first satisfy obligations that are not secured, then obligations that are secured, but not by a purchase money security interest, in the order in which those obligations were incurred, and then obligations that are secured by a purchase money security interest in the order in which those obligations were incurred.
    8. If Chapter 4 of the Personal Property Securities Act 2009 (Cth) ("PPSA") would otherwise apply to the enforcement of a security interest arising in connection with this Agreement the Customer agrees the following provisions of the PPSA will not apply to the enforcement of this Agreement:
       1. section 95 (notice of removal of accession), to the extent that it requires Top10 to give a notice to the Customer,
       2. section 96 (when a person with an interest in the whole may retain an accession);
       3. subsection 121(4) (enforcement of liquid assets - notice to grantor);
       4. section 125 (obligation to dispose of or retain collateral);
       5. section 130 (notice of disposal), to the extent that it requires Top10 to give a notice to the Customer;
       6. paragraph 132(3)(d) (contents of statement of account after disposal);
       7. subsection 132(4) (statement of account if no disposal);
       8. section 135 (notice of retention);
       9. section 142 (redemption of collateral); and
       10. section 143 (reinstatement of security agreement).
    9. Notices or documents required or permitted to be given to Top10 for the purposes of the PPSA must be given in accordance with the PPSA.
    10. The Customer consents to Top10 effecting a registration on the PPSA register (in any manner Top10 considers appropriate) in relation to any security interest contemplated by this Agreement and the Customer agrees to provide all assistance reasonably required to facilitate this. The Customer waives the right to receive notice of a verification statement in relation to any registration on the register.
13. Limitation of Liability.
    1. Top10 shall not be responsible for any loss or damage howsoever caused to the property or person of the Customer or any third party as a result of any defect in the products whether patent or latent, and the Customer indemnifies Top10 against any claims made against it by any third party arising out of any such defects.
14. Warranty.
    1. Top10 makes no warranty in relation to the Products or Services other than as contained in these Terms or as prescribed by a law which cannot be excluded or, in the case of Products, as provided by the Products' respective manufacturers. Defects in Services which are reported to Top10 within 30 days of delivery of the Service will be rectified by Top10 at no charge to the Customer. Top10 will not provide claimed warranty services for defects or deficiencies in Products or Services which are caused by:
       1. external causes including natural disaster, fire, accident, neglect, misuse, vandalism, water, lightning, power surge or spike;
       2. the use of a Product for other than its intended purpose;
       3. the use with or connection of a Product to items not approved by Top10;
       4. the performance of maintenance or attempted repair by persons other than Top10 or as authorised by Top10;
       5. any configuration or reconfiguration by the Customer.
    2. Products validly returned will only be credited to the Customer's account if they are returned in the same condition as delivered to the Customer and if received by Top10 within 7 days from delivery.
15. Confidentiality.
    1. Top10 and the Customer agree that they will keep at all times as strictly confidential any confidential information that is disclosed or provided by one party to the other. In this clause, "confidential information" means information in any form but does not include information that is already in the public domain at the time that it is disclosed or becomes part of the public domain otherwise than as a result of an unauthorised disclosure by Top10 or the Customer.
16. Intellectual property.
    1. The Customer acknowledges that all intellectual property rights attaching to the Products or arising out of the provision of Services are and will remain the property of Top10 (or its supplier, where such rights are owned by that supplier). Software will be licensed to the Customer on the terms of the relevant licence agreement provided with the Products. Any rights to be conferred on Customer will only commence on payment of all charges payable in connection with those rights.
17. Privacy.
    1. The Customer acknowledges that in respect of any information which is personal information (as that term is defined and understood under the Commonwealth Privacy Act 1988 (the "Act") which comes into its possession or that of any of its employees and/or contractors, pursuant to or in association with this Agreement, it will not use any such information in any way and for any purpose other than in compliance with the Act, whether or not the Reseller, in its own right, is subject to the operation of the Act, and that in addition, in respect of any such personal information, the Customer will also abide by the provisions of the Top10 privacy policy set out on its website at: www.top10.com.au as if such policy were its own, unless it has its own published policy which is no less stringent than the Top10 Privacy Policy.
18. Termination.
    1. If the Customer:
       1. makes default in any payment or breaches any of these Terms;
       2. becomes unable to pay its debts as and when they fall due; or
       3. commits an act of bankruptcy or, being a company, enters into liquidation or provisional liquidation whether compulsory or voluntary or compounds with its creditors generally or has a receiver or receiver manager or administrator appointed over all or part of its assets or passes a resolution for winding-up or a petition is presented for its winding-up.
    2. Top10 may without prejudice to any of its rights or remedies under these Terms or otherwise by notice to the Customer:
       1. suspend further supply and require payment in advance for future supply;
       2. recover possession of any Product for which payment has not been made;
       3. terminate all or any purchase orders for Products or Services which have been accepted by Top10;
       4. claim immediate payment of all moneys due by the Customer in respect of all Products and/or Services which will then be immediately due and payable notwithstanding the due date or dates for payment or any terms agreed by Top10; and/or
       5. continue to enforce its rights and recover from the Customer such payments and any other amounts owing as and when they fall due.
19. No representations.
    1. The Customer acknowledges that Top10 has not made any warranty or representation, express or implied, in relation to the Products or the Services, including whether they are suitable for a particular purpose (whether such purpose was made known to Top10 or not), unless provided in writing.
20. No implied terms.
    1. To the fullest extent permitted by law, the parties agree to exclude any terms which would otherwise be implied into these Terms by any statute. The liability of Top10 for a breach of a condition or warranty implied into these Terms by the Trade Practices Act, 1974 is limited at the option of Top10:
       1. if the breach relates to goods, to the replacement of the goods or the supply of equivalent goods, or the repair of the goods, or the payment of the cost of replacing the goods or of acquiring equivalent goods or the payment of the cost of having the goods repaired; and
       2. if the breach relates to services, the supplying of the services again or the payment of the cost of having the services supplied again.
21. Variation.
    1. The Any variation to these Terms must be in writing. Variations to any of the Services agreed to be supplied will be charged by Top10 at its then current rates for those additional services, unless otherwise agreed in writing.
22. Taxes and GST.
    1. The amount payable to Top10 is inclusive of existing taxes, duties and government charges imposed or levied in Australia in connection with the supply of the Products and Services. The Customer is liable for any new or varied taxes, duties or charges imposed subsequent to Top10's quotation in respect of the supply of the Products and Services. Top10 will issue a valid tax invoice where GST is to be recovered.
23. Agreement.
    1. The terms and conditions contained herein constitute the entire Agreement between the parties and no amendment or variation shall be of any force and effect unless to writing and signed by both Top10 and the Customer. No representations have been made by Top10 or on its behalf which have induced the Customer to enter into this Agreement.
24. General.
    1. No relaxation or indulgence granted by Top10 to the Customer shall be deemed as a waiver of any rights of Top10 in terms of this Agreement and such relaxation or indulgence shall not be deemed a variation of any terms and conditions of this Agreement.