Orders & price

• 1.R.R.P’s shown are indicative only. There is no requirement to comply.

• 2.Except specifically expressed, all prices quoted or that have appeared in SYNNEX’s price list are exclusive of any tax, import, duty or other levies. SYNNEX reserves the right at any time between the time of quotation and / or order and the date of delivery of the goods or provision of services to make any reasonable adjustment to prices unless Customer places its order within the validity of the quotation and Synnex has accepted the Customer’s purchase order and issued an invoice. All prices in the price list are subject to change without notice and without recourse to SYNNEX. All prices are quoted in Australian Dollars and are based on ex-factory availability from Melbourne, Victoria.

• 3.All goods sold, services provided and fees charged by SYNNEX will be charged GST at the prevailing rate as currently set by the Australian Taxation Office (ATO), or relevant legislation, and must be paid by the Customer in addition to the price of the products, services and fees.

• 4. Verbal orders over the telephone can be accepted if the following conditions are met:

  (a) the purchase is confirmed upon delivery of goods and services; and

  (b) any dispute on pricing, condition of goods, etc. must be addressed within 24 hours of receiving the goods and/or services; otherwise, the invoice of the transaction will serve as a contractual sale and purchase agreement between SYNNEX and the Customer.

• 5. An official order, in writing on company letterhead, or equivalent, must be issued to SYNNEX before any delivery can be effected. Orders must clearly state -Order Number, Name and Signature of Purchasing Officer, Product code(s), Configuration(s) Required, Unit Price and Total Order Value, Delivery Address, Delivery Date/Schedule required, Invoice Address, Special Requirements/Conditions etc.

• Dispatching & delivery

• 6. Delivery dates and times quoted for delivery of goods, or the provision of services, are estimates only and Synnex shall not be liable for any loss or damages howsoever arising as a result or consequence of any failure to deliver or delay in delivery of any goods or services arising from any circumstances. The Customer shall not be relieved of any obligation to accept or pay for goods or services by reason of any delay in delivery, despatch or performance. Synnex reserves the right to deliver by way of partial shipments and each partial shipment shall be deemed to be sold under a separate sales contract. No cancellation of sales contract is allowed if goods or services have been delivered by the courier.

• 7. Synnex reserves the right to cancel sales orders without prior notice:

  (a) if the Customer does not collect goods from the warehouse of Synnex within seven (7) days of placing their order; or

  (b) when the delivery / dispatch of orders is delayed for more than seven (7) days due to payment not being received.

• 8. Unless expressed otherwise, delivery charges are at the expense of the Customer. Customers are requested to arrange their own transportation for the picking up of orders. In the event that Synnex has to organise transportation and delivery, a standard freight charge will apply. Any transit insurance is the responsibility of the Customer. Synnex will not be responsible for any damages or loss whatsoever during transit once goods are despatched out of Synnex’s warehouse.

• Payment

• 9. Payment terms are normally cash with order, or cleared funds before delivery unless the Customer has a credit account with Synnex in place or has purchased Cloud Services from Synnex and has provided its credit card details in accordance with clause 14 prior to despatching. Synnex will issue an official receipt as a proof of payment to Customers who pay by cash. A receipt will only be issued for cheque or credit card payments upon request.

• 10. The Customer is required to complete the Dealer Application Form in order for Synnex to open a dealer account for trading. The Customer requests that Synnex supply goods and/or services for which the Customer undertakes to pay Synnex the agreed price(s) within the terms agreed, or if no such terms have been approved by Synnex, by cleared funds before delivery. A credit account may be granted to the Customer at the sole discretion of Synnex. Details of the credit account will be notified separately. The Customer must maintain the credit account with Synnex within the credit limit and payment terms provided. Payment is required immediately if the account exceeds the credit limit and/or is outside the payment terms. Synnex reserves the right to cancel credit accounts without prior notice. All overdue amounts are subject to a default interest rate of 3% per annum above the prevailing prime lending rate, calculated on an overdue balance on a daily basis.

• 11. Synnex will not accept a company cheque at the time of delivery unless a COD or credit account is granted to the Customer. There will be a $15.00 (excluding GST) charge for all returned cheques. At the sole discretion of Synnex, credit or COD accounts of the Customers who have a bounced cheque record may be cancelled without prior notice. Once a credit account is cancelled, any order placed by the Customer to Synnex thereafter is required to be paid on CBD (cash or clear fund before delivery) terms.

• 12. In the event of any default in payment to Synnex for an amount of more than $150 and for more than 30 days by the Customer (including in respect of the Cloud Services) or where a demand has been made against a guarantor of the Customer’s account, without limiting any of the other rights it may have, Synnex may in its absolute discretion:

  (a) record the default with Synnex’s credit information provider; and/or

  (b) terminate these terms and conditions and any other agreements it has with the Customer related to the resale of products or services supplied by Synnex.

• 13. In the event of any default in payment to Synnex, the Customer shall pay to Synnex costs of and incidentals to the recovery of such sums as may be due, including all mercantile and like fees and legal fees and charges on a solicitor, filing fees, stamp duty, taxes or any other fees payable, or incurred in relation to such recovery process.

• 14. If the Customer purchases the Cloud Services from Synnex in accordance with clause 27, the Customer must provide its credit card details to Synnex and consents to Synnex periodically (with such period to be determined by Synnex in its absolute discretion) charging its credit card in any amount in payment for the Customer’s ongoing use of the Cloud Services. The amount charged to the Customer’s credit card will be as specified in a statement/invoice issued to the Customer by Synnex at least seven (7) days before Synnex charges the credit card.

• 15. If an amount charged to the Customer’s credit card under clause 14 is declined, Synnex will provide the Customer with written notice of the declined transaction. Synnex may again attempt to charge the Customer’s credit card for the declined amount within fourteen (14) days after Synnex provides the Customer such written notice.

• 16. Credit card surcharge will apply on the full amount paid by credit card or MoneyTech dealer card accepted by Synnex in the following rates:

  (a) A 1.5% (excluding GST) or 1.65% (GST inclusive) on Mastercard or Visa credit card payment.

  (b) A 2.2% (excluding GST) or 2.42% (GST inclusive) on American Express credit card payment.

  (c) A 1% (excluding GST) or 1.1% (GST inclusive) on MoneyTech dealer card payment.

• 17. Synnex may in its absolute discretion apply to off-set or reduce the account of a Customer, for the amount/s which Synnex owes to the Customer. The Customer agrees and warrants that where Synnex makes the off-set or reduction of an account, that it is made in the ordinary course of business and is not a preference payment. The Customer and the guarantor (where applicable) agree to indemnify Synnex from all claims made subsequently by a liquidator or external administrator under the Corporations Act 2001.

• Property and risk

• 18. Risk for all products shall pass from Synnex to the Customer when the products are delivered.

• 19. Until Synnex has been paid in full for all goods supplied to the Customer under any contract whatsoever between the Customer and Synnex:

  (a) The goods shall remain as property of Synnex.

  (b) Should the goods or part thereof be affixed or added to any other items, such attachment shall be effected by the Customer solely as an agent for Synnex and Synnex shall have full legal and beneficial title to the whole of the new product thereby created.

  (c) The Customer shall store the goods and any new products as referred to in (b) separately and in such a way that they can be readily identified as being the property of Synnex.

  (d) Subject to (e) and (f), the Customer shall be at liberty to sell the goods and the new products in the ordinary course of the business on the basis that the Customer shall be under a fiduciary duty to Synnex and to account to Synnex for the proceeds of such sale but may deduct from such proceeds any excess of such proceeds of the total amount due by the Customer to Synnex under any contract whatsoever, provided that the Customer shall have no authority to enter into any contract of sale on behalf of Synnex. Any contract or sale shall be accordingly concluded in the name of the Customer.

  (e) Synnex may at any time revoke the Customer’s power of sale by notice to the Customer if the Customer is in default in payment of any sum whatsoever due to Synnex in respect of any goods or services supplied to the Customer by Synnex or any other sums whatsoever or if any bill of exchange, cheque or any other negotiable instrument drawn or accepted by the Customer in favour of Synnex is dishonoured on presentation for payment or if Synnex has bona fide doubts as to the solvency of the Customer.

  (f) The Customer’s power of sale shall automatically cease in the event of the appointment of a Receiver, Receiver and Manager, Administrator or Controller over any, or all of the assets or undertaking of the Customer or upon the commencement of a winding up application, the appointment of a Liquidator or if the Customer calls a meeting of, or makes any arrangement or composition with creditors or commits any act of bankruptcy.

  (g) Upon termination of the Customer’s power of sale under (e) or (f), the Customer shall place the goods and the new product referred to in (b) at the disposal of Synnex which shall be entitled to enter upon any premises of the Customer for the purpose of repossessing such goods and new products from the premises.

  (h) Terms thereafter will be on a strictly cash basis only. Sales will be made subject to Synnex’s standard Conditions of Sales. In consideration of Synnex granting the Customer credit facilities it is irrevocably agreed as follows:

  i. All goods obtained from Synnex shall be at the Customer’s risk immediately upon delivery from the agreed delivery point.

  ii. Notwithstanding that the risk in any such goods had passed to the Customer, title and property in all goods shall remain with Synnex until such times as full payment is made to Synnex for all amounts owing by us in such a way so that the Customer’s total indebtedness to Synnex under their terms and conditions of sales is discharged.

  (i) It is acknowledged that points 19(h)i. and ii. have been specifically drawn to the Customer’s attention, that the Customer has read and fully understands the terms and accepts them without reservation.

• 20. Retention of title
  The Customer acknowledges and agrees that in respect of any goods supplied by Synnex to the Customer, all rights, interests and title in and to such goods remains with Synnex and will only pass to the Customer once the Customer satisfies all its existing payment obligations to Synnex. Until all rights, interests and title in and to such goods passes to the Customer in accordance with this clause, the Customer must (i) hold those goods as Synnex’s fiduciary agent and bailee, (ii) insure the goods for their full replacement value, (iii) store the goods separately in a way that enables them to be clearly identified as the property of Synnex, and (iv) not pledge, grant a security interest in or in any way charge by way of security for any indebtedness, any of the goods. The Customer acknowledges and agrees that Synnex may demand the return and delivery of any goods that it has supplied to the Customer if the Customer is late in satisfying any of its payment obligations. If the Customer fails to return and deliver such goods immediately, Synnex may, and the Customer must do all things necessary at its own expense to enable Synnex to, enter the Customer’s premises or that of any third party where the goods are stored to repossess the goods. This clause creates a security interest in favour of Synnex, which Synnex may perfect by effecting a registration on the Personal Property Securities Register (PPSR).

• 21. Security

  (a) Words and expressions used in this clause that are not expressly defined in these terms and conditions but which have a defined meaning in the Personal Property Securities Act 2009 (Cth) (PPSA) have the same meanings as in the PPSA.

  (b) To secure all the Customer’s present and future obligations, including without limitation its payment obligations, and liabilities to Synnex (Secured Obligations), the Customer hereby grants a security interest in all its personal property and charges all its other property, including without limitation all its rights, title and interest in and to any land, by way of a charge to and in favour of Synnex (Secured Property), without regard to the kind or location of the Secured Property, or whether the Secured Property is held by the Customer as beneficial owner, as trustee of a trust, or jointly with one or more persons. The Customer acknowledges and agrees that the security interest created under this clause attaches to the Secured Property in accordance with the PPSA and confirms that it has not agreed to postpone the time for attachment.

  (c) The Customer is entitled to request Synnex to discharge the charge and security interest created under this clause if (i) it satisfies the Secured Obligations in full, (ii) all commitments that might give rise to any Secured Obligations are terminated, and (iii) no payment, conveyance or transfer to Synnex in satisfaction of any Secured Obligation is void, set aside or voidable, or potentially void, capable of being set aside, or voidable.

  (d) The Customer acknowledges and agrees that if it fails to fully satisfy any of its payment obligations to Synnex, Synnex may: (i) enforce its security interest and charge; (ii) declare the Secured Obligations immediately due and performable; or (iii) declare the Secured Obligations due and performable on demand.

  (e) Without limiting anything else in these standard terms and conditions, the Customer consents to Synnex registering the security interests and charges created under these standard terms and conditions on the PPSR and any other applicable registers, including without limitation the lodgement of one or more caveats or other such notices in respect of any land in and to which the Customer has any rights, title and interest.

  (f) The Customer will not, without notice, change their name or initiate any change to any registered documentation, or act in any manner which would impact on the registered security interest of Synnex;

  (g) The Customer waives any right the Customer has under the PPSA to:

  i. receive notice in relation to registration events; or ii. to claim any damages available under section 271 of the PPSA.

  (h) The Customer agrees to waive or exclude such sections of the PPSA as Synnex may require, subject to those sections being capable of exclusion.

• Warranty & return

• 22. All products supplied by Synnex are covered, as standard, by the relevant manufacturer’s warranty on a Return to Base (RTB) basis, which means that a defective product is required to be returned to Synnex or the Authorised Service Centres of Synnex at the Customer’s own cost. Details of the manufacturer’s warranty for individual products are listed separately in the Warranty Matrix which Synnex reserves the right at all times to change according to the manufacturer’s direction.

• 23. Any return of a defective product to Synnex must be first authorised in accordance with the following process:

  (a) The Customer must obtain a Return Authorisation Number (RA Number) from Synnex prior to shipping the defective products to Synnex.

  (b) The Customer shall then be authorised to return the defective products, noting the RA Number and proof of purchase, to Synnex or the Authorised Service Centres of Synnex.

• 24. Synnex will not accept any return or claim under the manufacturer's warranty of a defective product if it does not comply with the above procedure. No defective product or claim under the warranty or return of any product will be credited to the Customer's account unless the Customer has complied with the directions as set out in clause 23 to Synnex’s reasonable satisfaction.

• 25. Except when an approval has been obtained from or a separate agreement has been reached with Synnex to waive the restocking fee, a re-stocking fee will apply to all goods returned for credit. The credit value of returned goods will be at the current selling price at the time of return less a 15% re-stocking fee calculated based on the original selling value of the returned goods.

• 26. The Customer undertakes to Synnex that it will acquire any products and/or services from Synnex in accordance with these terms and conditions strictly for the purpose of resupplying those products and/or services to consumers in the course of its business.

• Cloud services

• 27. The Customer may purchase certain ‘cloud services’, being access to and use of (through the internet) an online platform (Cloud Services) which is owned and operated by a third party, from Synnex for resale to the Customer’s end users (End Users) provided that the Customer agrees that:

  (a) Synnex has no legal obligation to the Customer or an End User in respect of the performance or delivery of the Cloud Services;

  (b) the Customer is solely responsible for the actions of End Users in accessing and using the Cloud Services and must obtain all necessary consents and approvals (including, without limitation, consents relating to privacy laws) from the End User;

  (c) the Customer will indemnify Synnex and hold Synnex harmless from and against any loss, liability, claim or proceeding (including all legal costs and any other associated fees or costs) arising out of or in connection with an End User’s access to and use of the Cloud Services;

  (d) the Customer must provide its credit card details to Synnex for the purposes referred to in clause 14 of these terms and conditions; and

  (e) before giving End Users access to and use of the Cloud Services, the Customer must:

  i. obtain the agreement of each End User to the Cloud Services agreement provided to the Customer by Synnex (End User Agreement); and

  ii. limit its liability to each End User in connection with the Cloud Services to the maximum extent permissible under Division 1 of Part 3-2 of the Australian Consumer Law.

• 28. If the Customer purchases the Cloud Services from Synnex in accordance with clause 27, it agrees that it must not:

  (a) license, sublicense, transfer, assign, resell or otherwise make the Cloud Services or any part of the Cloud Services available to any third parties who are not End Users;

  (b) modify, alter, reverse engineer, decompile, disassemble or make derivative works of the Cloud Services or any part of the Cloud Services;

  (c) access or use the Cloud Services for any reason other than to resell the Cloud Services to End Users or to manage its relationship with End Users (including to manage the End Users’ access to and use of the Cloud Services);

  (d) copy or reproduce any part of the Cloud Services except as permitted under this Agreement; or

  (e) remove any trademarks, copyright works or notices of similar rights from the Cloud Services and any documentation provided to the Customer as part of the Cloud Services.

• 29. In the event that Synnex terminates these terms and conditions in accordance with clause 12(b) and without limiting any other rights Synnex may have with respect to the Customer’s default, the Customer agrees that:

  (a) Synnex may, in its discretion, cease supplying the Cloud Services to the Customer; and

  (b) if Synnex ceases supplying the Cloud Services to the Customer under clause 29(a), the Customer must assign to Synnex all of its rights and obligations under any End User Agreements it has entered into with End Users in accordance with clause 27(e)i..

• 30. If the Customer’s credit card is declined a second time when the card is debited by Synnex under clause 15, Synnex may, in its sole discretion to terminate these terms and conditions; and

• 31. For the avoidance of doubt and subject to clause 35, in the event that Synnex can no longer provide the Cloud Services by reason of the fact that the third party can no longer provide the online platform as contemplated by clause 27, Synnex’s liability to the Customer is limited in accordance with clause 36.

• 32. The Customer must ensure that its End Users do not use the Cloud Services for illegal or illegitimate purposes including, but not limited to:

  (a) storing or transmitting illegal content, pornography or other sexually explicit information and images;

  (b) selling illegal goods or services;

  (c) breaching or otherwise circumventing any security or authentication measures;

  (d) circumventing storage space limits;

  (e) violating the law in any way, including storing, publishing or sharing material that is fraudulent, defamatory or misleading; and

  (f) sending unsolicited communications, promotions or advertisements or spam.

• 33. Clauses 29 will survive termination or expiry of this Agreement.

• Contrary, liability & jurisdiction

• 34. Failure by Synnex to insist upon strict performance of any term or condition herein shall not be deemed a waiver thereof or of any rights Synnex may have, and shall not be deemed a waiver of any subsequent breach of any term or condition.

• 35. Synnex’s liability to the Customer is limited in accordance with clause 36 for all loss or damage suffered by the Customer in connection with or arising out of these terms and conditions or any sales contract other than any loss or damage for which Synnex is required to indemnify the Customer under Division 3 of Part 5-4 of the Australian Consumer Law. In the event that the provisions of Division 3 of Part 5-4 of the Australian Consumer Law apply to require Synnex to indemnify the Customer for loss or damage suffered by the Customer, the Customer acknowledges that it is fair and reasonable that Synnex’s liability to indemnify the Customer is limited to the maximum extent permissible under section 276A of the Australian Consumer Law.

• 36. Subject to clause 35, Synnex shall not be liable to the Customer or the Customer’s servants, agents, or representatives of the Customer for any direct, indirect, incidental or consequential loss or damages of any nature howsoever caused (whether based on tort, contract or otherwise) including but not limited to loss of profits, loss of production, loss of sales opportunity or business reputation, direct or indirect labour costs and overhead expenses and damage to equipment or property or any other claim whatsoever arising directly or indirectly or in any way attributed to the performance of the sales contract (including any contract for the provision of the Cloud Services by Synnex to the Customer) and in no event shall any claim be recognised unless the claim is in writing and received by Synnex within fourteen (14) days of the date of delivery. In any event, the liability of Synnex under any sales contract (including any contract for the provision of the Cloud Services by Synnex to the Customer) is limited to the replacement of the goods or the supply of equivalent goods or the repair of the goods.

• 37. These terms and conditions are deemed to be incorporated into all quotations and sales contracts (express or implied) for the supply of goods and services (including Cloud Services) to the Customer and supersede all terms and conditions previously issued by Synnex. No sales contract for the supply of goods or provision of services (including Cloud Services) shall exist between Synnex and the Customer except upon these terms and conditions unless their exclusion or modification is agreed to in writing by Synnex. Any order placed by the Customer is deemed to be an order incorporating these terms and conditions notwithstanding any inconsistencies in the Customer’s order. Each order placed by the Customer is subject to acceptance or rejection by Synnex and is not binding on Synnex prior to Synnex’s acceptance of it. Synnex may refuse to proceed with any sales contract at any time if the Customer’s credit is or becomes unsatisfactory to Synnex.

• 38. These terms and conditions and all other contracts entered into between Synnex and the Customer referred to in these terms and conditions are subject to the laws in force in the State of Victoria, Australia, and the parties submit to the jurisdiction of the courts of Victoria, Australia.

• Privacy acknowledgment and consent

• 39. By completing and signing this form or otherwise confirming your acceptance of the terms set out in this form, including in the capacity of servant, agent or representative of the Customer, you confirm that the individuals whose personal information is provided on this form consent to Synnex collecting, holding, using and disclosing such personal information in accordance with the Australian Privacy Principles of the Privacy Act 1988 (Cth) and otherwise in accordance with Synnex’s privacy policy available at https://www.synnex.com.au/en/Content-Pages/Terms/Privacy-Policy/.

• 40. The Customer acknowledges and understands that:

  (a) the personal information provided in this form is collected and will be used, disclosed and otherwise handled by Synnex for the purpose of assessing the application for, and otherwise administering, a dealer account, and for any other purpose set out in Synnex’s privacy policy;

  (b) Synnex, in administering the Application, may disclose the personal information to third party service providers, Synnex’s related bodies corporate, business partners, contractors and consultants, insurers and professional advisors, regulatory bodies, and/or professional advisors and service providers as nominated by you; and

  (c) without the information required by the Dealer Application Form, Synnex may be unable to process this application or otherwise may be limited in the products and/or services it can offer, if any; and

  (d) Synnex’s privacy policy contains information about how individuals may access or correct their personal information held by Synnex, or complain about Synnex’s handling of their personal information.

• 41. By signing below (including by signing using any form of digital or electronic signature) or by otherwise confirming your acceptance of the terms set out in this form (including by submitting a completed form to Synnex) we:
  (a) hereby apply to be a customer of SYNNEX AUSTRALIA PTY LTD (Synnex);
  (b) confirm that all goods and/or services bought are for resale or marketing and promotional purposes only;
  (c) warrant and undertake that the information provided in this application is accurate to the best of our knowledge;
  (d) confirm and agree that all Terms and Conditions contained herein are fully understood and agreed to and that we will be legally bound by the Terms and Conditions contained herein; and
  (e) acknowledge that we have read and understood the Privacy Acknowledgement and Consent and Synnex’s privacy policy available at https://www.synnex.com.au/en/Content-Pages/Terms/Privacy-Policy/.
  If you sign or otherwise confirm acceptance of the terms set out in this form on behalf of an entity, you represent and warrant to us that you have full authority to do so on behalf of the entity and to legally bind the entity.