1. Applicability. These terms and conditions of sale ("Terms and Conditions") apply to all sales of products and services ("Products") by VoIP Distribution Pty Ltd trading as Fifteen ("Fifteen") to you ("Customer"). Customer will be deemed to have accepted the Terms and Conditions without additions or modifications by sending a Purchase Order to Fifteen. Fifteen' acceptance of Customer's Purchase Order is conditional upon Customer's acceptance of these Terms and Conditions, without addition or modification unless signed by both parties.
2. Orders and Shipment. Customer will Order Products by sending a completed Purchase Order to Fifteen. Fifteen may accept or reject the Purchase Order for any reason and will not be bound by any terms or conditions set forth on the Customer's Purchase Order(s) unless otherwise agreed to in writing. After an Order has been placed, if the Order is cancelled prior to shipment and is eligible for refund, Customer will remain liable for a $25.00 cancellation fee. If Customer cancels an Order after it has left the warehouse, Customer will be liable for freight fees and a 10% restocking fee. Delivery will be made in accordance with Fifteen' shipping policy on the date of shipment unless otherwise agreed to in writing. Fifteen reserves the right to vary its shipping policy as and when required, without prior notification to Customer. Insurable risk will pass to Customer either upon delivery by Fifteen to Customer's representative at Fifteen' point of shipment, or on delivery by Fifteen' designated carrier to Customer's identified delivery place. Any delivery failure charges levied by a third party shipping company because of non-delivery due to factors caused by Customer will be charged to Customer's account. The shipping destination cannot be changed once a freight consignment is in transit. Customer must notify Fifteen by phone or email within forty-eight (48) hours of delivery of any claimed shortages or rejections. Fifteen must then receive a statement in writing setting out the details of the claim within five (5) business days of the initial notification. Failure to give notice of a claim will be deemed an acceptance in full of any such delivery. Approval of a short shipment claim is at the discretion of Fifteen. In the event that Fifteen approves a short shipment claim, Fifteen will replace the lost or damaged Product or issue a credit memo, at its discretion.
3. Price, Payment and Title. Prices for Products will be detailed in Fifteen' then current price list or agreed pricing arrangement which will not include applicable taxes and shipping costs. Payment is due thirty (30) days from date of the invoice except on accounts where payment is required prior to dispatch or upon delivery. Title to the Product does not pass to Customer until full payment has been received by Fifteen. Payments may be made in cash, credit card, bank or company cheque, or by funds transfer to Fifteen' bank account. When payment is made by credit card, Fifteen reserves the right to charge Customer a merchant fee of 2%-4% in accordance with the fee charged to Fifteen by Customer's credit card company. Payment by cheque is not deemed to have been received until the cheque has been cleared by the bank. Customer will pay a late fee of one and a half percent (1.5%) per month on any outstanding balance owed, or the maximum amount permitted by law. Fifteen reserves the right to withhold shipment of any part of an Order or to require pre-payment for any given shipment if Customer does not make timely payment. Customer will pay all applicable taxes, duties, licenses, excises and tariffs ("Taxes") levied upon the sale, purchase or non-standard delivery of the Product. If Customer has not paid in full, then Fifteen may repossess any Product delivered and dispose of the Product in any way it sees fit. If Fifteen exercises its rights under this Clause 3, Customer gives permission to Fifteen in the name of Customer to enter upon its premises or wherever the Product may be situated, whether or not the Product has been sold, and to use such force as may be reasonable and necessary to inspect or repossess the Product.
4. Returns and Warranty Assistance Service. This Clause is subject to Customer rights under relevant laws. Fifteen may, at its sole discretion, consider a request from a Customer to return Products purchased. All requests for return of Product approved by Fifteen will be subject to the Fifteen restocking fee, 10% of the Order value. Fifteen will refuse a request for return of Product if the Product is not returned to Fifteen within thirty (30) days of the invoice date, has been used and is therefore not new, is not in its original packaging or its original packaging has been damaged or altered, is a software item and has been ordered from the supplier by Fifteen based on Customer Purchase Order, or cannot be returned to the manufacturer by Fifteen under the manufacturer's terms and conditions of sale for any other reason, as with "on demand" hardware. Where a request for return of Product has been approved, Fifteen will issue a credit note to Customer at the price paid by Customer on the original invoice less applicable cancellation and restocking fees. Customer may not withhold any payment due to Fifteen for any other Products pending the resolution of a claim for a defect. If the Products are damaged in the course of being delivered to Customer, Customer must notify Fifteen of any claim for Products damaged in transit within seven (7) days of delivery and subject to Fifteen' acceptance of Customer's claim, pursuant to this Clause 4, Fifteen will replace the relevant Products.
5. Warranty. The Warranty against defects (Warranty) contained in this Clause 5 is provided by Fifteen, 12 Frederick Street, St Leonards NSW 2065, (02) 8424 7900. Fifteen warrants that the Products are supplied free from defects in material and workmanship, except such defects as normally being regarded as commercially acceptable. The Products shall be covered by this Warranty for a period of 12 months (Warranty Period) unless otherwise stated in writing. Fifteen will not be liable for loss or damage caused by factors beyond Fifteen' control, any Products that have not been installed or maintained according to maintenance or care instructions, any alterations or repairs to the Products not performed by Fifteen or without Fifteen' prior written consent, or any damage or defects caused to the Products due to unusual, non-recommended or negligent use of the Products. Customer may make a claim under this Warranty by providing Fifteen notice in writing to the address specified in Clause 5 containing reasonable description of the defect in the Product(s). Fifteen will issue a Return Material Authorisation (RMA). Fifteen will during the Warranty Period and subject to Clause 5, repair or replace at Fifteen' option, any component or part of the Products which Fifteen' examination shows to be defective. Fifteen' obligations under this Warranty are limited to repairing or furnishing a replacement part to replace any part which is proven to be defective. Fifteen must receive the relevant Products within one (1) month of the issue of the RMA. Customer will be liable for all transport charges incurred in returning defective components or parts for repair or replacement together with the cost of returning them to Customer. An invoice for such transport charges will be provided upon returning the relevant Product(s) to Customer which will be payable in accordance with these Terms and Conditions. A replacement part supplied by Fifteen during the Warranty Period shall be covered by the Warranty for the unexpired portion of the Warranty Period which covered the original Product(s). The benefits to Customer given by this Warranty are in addition to Customer's other rights and remedies under relevant laws. This Warranty against defects is provided in addition to the other rights and remedies Customer may have at law. If Customer is not a consumer for the purposes of the ACL, the following statement applies to Customer. Our goods come with guarantees that cannot be excluded under the Australian Consumer Law during the warranty period. Customer is entitled to a replacement or refund for a major failure. Customer is entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure during the warranty period.
6. Disclaimer and Limitation of Liability. Unless otherwise provided by these Terms and to the fullest extent permitted under law, Fifteen makes no warranties of any kind with regard to the Products. Fifteen disclaims all representations and warranties, express or implied, as to the Products including, without limitation, any implied warranty of merchantability or fitness for a particular purpose. In no event will Fifteen be liable for any loss, damage or cost for breach of warranty. All express or implied terms, conditions, warranties and representations are hereby expressly negated and excluded except to the extent that any implied condition or warranty may not be excluded by law. In the event of any breach of an implied warranty or condition which is not expressly excluded from these Terms and Conditions Fifteen' liability shall at Fifteen' option be limited to the repair or replacement of the Product, or the supply of equivalent Product, or the cost of such repair, replacement or supply.
   
   Fifteen will not, in any event, be liable for a loss of revenue, profit, use of data, interruption of business or for special, indirect, consequential, incidental, exemplary or punitive damages however caused and regardless of the theory of liability, arising out of the use of or inability to use the Product or in any way connected to this agreement, even if Fifteen has been advised of such damages. The foregoing limitation of liability applies whether a claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, or otherwise. In no event will Fifteen' liability to Customer exceed the purchase price paid for the Product that is the basis for the claim. Customer must take out and maintain a valid and enforceable Public Liability Insurance Policy with a minimum value of $10,000,000 with a reputable insurer in form and substance satisfactory to Fifteen with respect to any potential liability, loss or damages arising at common law and under any statute relating to property damage and personal injury as may be relevant to the performance of Fifteen' obligations. Customer must provide a copy of those policies to Fifteen upon demand. No rule of construction can be applied to the disadvantage of Fifteen based on responsibility for preparing this document. If any provision of this document is determined to be invalid or illegal for any reason, it shall be deemed deleted. The remainder shall remain in full force.
7. Default. A Default Event arises if Customer is an individual and commits an act of bankruptcy or is declared bankrupt, if Customer is a company and a petition is made to wind up Customer, Customer is wound up, Customer otherwise becomes insolvent, or Customer is placed in receivership or voluntary administration; Customer enters into a formal or informal arrangement with creditors; a Customer cheque presented for payment is not honoured; an account becomes overdue' Customer ceases to do business; Customer fails to pay applicable GST; or Customer is in breach of any of these Terms and Conditions. If a Default Event occurs then Fifteen may cease to deliver any Product to a Customer; all overdue accounts become payable immediately; all costs and disbursements incurred by Fifteen (including legal fees and debt collection agency fees) incidental to or arising from recovery of any unpaid amount shall be added to the balance of the overdue account and attract late fees pursuant to these Terms and Conditions; or Fifteen may repossess any Product delivered and dispose of the Product in any way it sees fit.
8. Export Restrictions. Customer will obtain all licenses, permits and approvals required by any government and will comply with all applicable laws, rules, policies and procedures of the Australian Government. Customer will indemnify and hold harmless Fifteen for any violation or alleged violation by Customer of such laws, rules, policies or procedures.
9. Commonwealth Consolidated Acts, Personal Property Securities Act 2009 (PPSA). All definitions for terms used in the PPSA apply when used in this Clause. This Clause will survive the termination of any Fifteen Agreement or Contract to the extent permitted by law. Customer acknowledges that these Terms and Conditions constitute a Security Agreement and that Customer grants to Fifteen a Security Interest (which is also a Purchase Money Security Interest) in all goods supplied by Fifteen from time to time including all related proceeds (Collateral) as security for all or part of any payments to Fifteen for such goods. Customer agrees to execute documents and carry out all necessary actions required by Fifteen to perfect the Security Interest. The Security Interest is a continuing interest until Fifteen receives full payment from Customer in respect of the goods. As the PPSA permits, Customer waives their rights to notifications, verifications, disclosures and other documentation detailed in sections 95, 121(4), 123, 130, 132, 135, and 157 of the PPSA. Customer and Fifteen agree to contract out of the provisions of sections 96, 125, 129, 137(2), 142, and 143 of the PPSA to the extent that they impose obligations upon Fifteen. As provided for in section 275(6) of the PPSA and subject to section 275(7) of the PPSA, neither Customer nor Fifteen will disclose information in response to a request pursuant to section 257(1) about the Security Interest. Customer further agrees that in addition to those under Chapter 4 of the PPSA Customer irrevocably grants to Fifteen the right to enter upon Customer's property or premises, without notice and without being in any way liable to the Customer or to any third party, and Customer agrees to indemnify Fifteen from any claims made by any third party as a result of such exercise. Fifteen may register a financing statement on the PPSA pursuant to this Security Agreement as it sees fit.
10. Restraint. Neither party will, without the prior written consent of the other, directly or indirectly offer or cause a third party to offer on its behalf, employment or a contract of service to the other party's personnel (whether employees or subcontractors) involved in the provision of Services. This restriction will apply throughout the contracted terms and will continue for a period of six (6) months after the expiration date. If a party breaches this restriction it must pay to the other party an amount equal to 75% of the annual value of the salary or reasonable fees (including any commissions and bonuses) proposed to be paid to the relevant employee or subcontractor.
11. General. Other than conflicts of law, these Terms and Conditions will be construed in accordance with the laws of the state of New South Wales. The parties agree that the United Nations Convention of Contracts for the International Sale of Goods will not apply to these Terms and Conditions. The failure of either party to insist upon strict performance of any of the provisions of the Terms and conditions will not be deemed a waiver of any breach or default. Each of the parties represent that it has the authority to enter into and accept these Terms and Conditions. Any notice given to either party will be in writing and effective by transmission via facsimile and regular mail to the address indicated in the Credit Application or as advised in writing by the party. Fifteen will be entitled to receive all costs, including solicitors' fees and costs, incurred as a result of enforcing these Terms and Condition or collecting any sum due from a Customer. Either party may assign these Terms and Conditions. Nothing in these Terms and Conditions excludes, restricts or modifies any condition, warranty or statutory guarantee which cannot be lawfully excluded, restricted or modified. Fifteen will not be liable for any delay or failure in performance due to acts of God, Force Majeure, earthquakes, shortage of supplies, transportation difficulties, labour disputes, riots, war, fire epidemics and similar occurrences happening in Australia or elsewhere. These Terms and Conditions constitute the entire agreement between the parties as to the Sale of Products and supersede all prior or current written or oral statements, representations, negotiations, agreements and understandings to the extent that prior or current agreements modify or are inconsistent herewith. Prior or current agreements that do not modify and are consistent with these Terms and Conditions are made a part hereof. These Terms and Conditions may be amended or modified only in writing, signed by both parties.
12. Non-Standard Shipping. It is Fifteen' policy to dispatch Product to Customer's designated shipping destination anywhere within Australia using standard third party road transport. For Orders over $500.00 (ex-GST), Fifteen will absorb outbound freight charges on Products purchased from Fifteen which are shipped using its standard freight arrangements. Fifteen will endeavour to make alternate (non-standard) shipping arrangements if requested to do so by Customer. All charges applying to non-standard freight arrangements will be payable by Customer. Prior to shipping any Product under non-standard freight arrangements, Fifteen will provide a quote for the shipping charges to Customer and require from Customer a Purchase Order to proceed. A non-refundable freight fee of $25.00 will be charged for Orders under $500.00 (ex-GST).
13. Electronic Ordering. By placing an online Order for purchase of Products and Services via the Fifteen online shop, vxshop.com.au Customer is agreeing to the Terms and Conditions set out above which are deemed an integral part of the Agreement. Notwithstanding the foregoing, the ability to electronically transmit Orders and receive Order confirmation data in agreed formats will be in addition to the conventional paper-based method of Ordering, and nothing in this Clause will prevent the parties from transacting in the conventional paper-based method as described in the Agreement. Customer agrees and represents that the person transmitting any Electronic Order is authorised by Customer to transmit Electronic Orders and submit binding Orders on behalf of Customer using Customer's access code ("Authorised User"). Customer shall indemnify and hold harmless Fifteen and its Affiliates from all damages, costs, expenses, liabilities and claims incurred by them arising out of Fifteen' reliance upon a transmission of an Electronic Order or related communication to Fifteen with Customer's access code by any person or entity other than an Authorised User. The parties agree that an Electronic Order placed via Customer assigned access login will be the equivalent of a signed paper Order, and Fifteen may rely upon its authenticity to the same extent as a signed paper Purchase Order. No transmission of an Electronic Order to Fifteen will give rise to any obligation with respect to the Electronic Order until accepted in writing by Fifteen. Fifteen may deliver such acceptance by email, web confirmation or other electronic means or by sending an invoice payable pursuant to the Agreement. The parties shall not contest the validity, enforceability or admissibility of Electronic Orders under the provisions of any applicable law relating to whether certain agreements are to be in writing or signed by the party to be bound thereby. Electronic Orders, if introduced as evidence on paper or other media in any judicial, arbitration, mediation or administrative proceedings, will be deemed admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Customers may place an electronic Order by following the instructions on the fifteenxv.com.au website.
    
    The Order will be submitted by completing payment details and indicating Customer's acceptance by activating the "Pay for Order" button. Orders will be deemed to have been received by Fifteen at the time Fifteen sends an Order confirmation to Customer's nominated email address. In the event of an Order being rejected Fifteen will endeavour to contact Customer by email or phone within 48 business hours notifying them of the rejection of the Order and the reason for the rejection. Each Order (once accepted) represents a separate Agreement incorporating the terms of that Order. Fifteen reserves the right to cancel any Order without notice for any reason. If an Order is cancelled by Customer, payments processed by Fifteen may be eligible for a refund minus applicable fees. Customers who wish to cancel an Order should notify Fifteen at 1300 888 647 as soon as possible, quoting the Order reference number. If Fifteen cannot cancel their Supplier Order, then Customer will not be eligible for a refund. If Customer has placed an Order for an "on demand" item and wishes to cancel the Order , and Fifteen are unable to cancel the "on demand" Order on their Supplier, then Fifteen reserves the right to reject Customer request for cancellation, invoice Customer and ship to Customer. Customer, at their own expense, shall provide and maintain the equipment, software, services and testing necessary to transmit Electronic Orders and receive Order confirmation data. Customers acknowledge that the Internet can be an unstable and, sometimes, insecure marketplace. At times the Website may not be available, or Orders may not be processed or may not be accepted for reasons beyond the control of Fifteen. In these circumstances Fifteen accepts no responsibility. Fifteen does not warrant and cannot ensure the security of any information which a Customer transmits. Accordingly, any information which a Customer transmits, including credit card details, is transmitted at Customer's own risk and Fifteen is not responsible while such information is in transit. The Australian Government has published additional information about protecting on-line transactions. This is available at http://www.staysmartonline.gov.au/ (this website is not provided by Fifteen). All prices listed on www.fifteenxv.com.au are in Australian Dollars and all charges will be processed in Australian Dollars. This Web Site may contain links to third party sites. Access to any other Internet site linked to www.fifteenxv.com.au is at the user's own risk and Fifteen is not responsible for the accuracy or reliability of any information, data, opinions, advice or statements made on these sites. Fifteen provides these links merely as a convenience and the inclusion of such links does not imply an endorsement.
14. Acceptance. I have read and accepted the Fifteen Terms and Conditions of Sale:

Acceptance of Terms

I agree to these Terms & Conditions