Terms & Conditions


Orders & price

  1. 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:
    1. the purchase is confirmed upon delivery of goods and services; and
    2. 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

  1. 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.
  2. Synnex reserves the right to cancel sales orders without prior notice:
    1. if the Customer does not collect goods from the warehouse of Synnex within seven (7) days of placing their order; or
    2. when the delivery / dispatch of orders is delayed for more than seven (7) days due to payment not being received.
  3. 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

  1. Payment terms are normally CBD (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. A receipt will only be issued for cheque or credit card payments upon request
  2. 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.
  3. 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 $50.00 (excluding GST) charge of administration and recovery of bank fees etc. 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 (cleared fund before delivery) terms.
  4. 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:
    1. record the default with Synnex’s credit information provider; and/or
    2. 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.
  5. 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. Payment received from the Customer will applied in the order of cost of recovery of debt, interest on overdue amount, then to the principal debt amount.
  6. If the Customer purchases the Cloud Services from Synnex in accordance with clause 26, 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.
  7. 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.
  8. Credit card surcharge will apply on the full amount paid by credit card or MoneyTech dealer card accepted by Synnex in the following rates. Rate are subject to changes based on the related regulations published by RBA or Australian government.
    1. A 0.84% (excluding GST) or 0.92% (GST inclusive) on Visa credit card payment.
    2. A 0.83% (excluding GST) or 0.91% (GST Inclusive) on Master credit card payment.
    3. A 2.2% (excluding GST) or 2.42% (GST inclusive) on American Express credit card payment.
    4. A 1% (excluding GST) or 1.1% (GST inclusive) on MoneyTech dealer card payment.
  9. 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.

Retention of title, property and risk

  1. Risk for all products shall pass from Synnex to the Customer when the products are delivered
  2. Until Synnex has been paid in full for all goods supplied to the Customer under any contract whatsoever between the Customer and Synnex:
    1. All rights, interests and title of the goods shall remain as property of Synnex.
    2. 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.
    3. Until all rights, interests and title in and to such goods passes to the Customer, the Customer must:
      1. insure the goods for their full replacement value,
      2. store the goods and any new products as referred to in (b) in a way that enables them to be clearly identified as the property of Synnex,
      3. not pledge, grant a security interest in or in any way charge by way of security for any indebtedness, any of the goods.
    4. 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.
    5. 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.
    6. 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.
    7. Upon termination of the Customer’s power of sale under (e) or (f), Synnex may demand the return of any goods that has been supplied and delivered to the Customer and the new products referred to (b) of this clause. If the Customer fails to return such goods immediately, the Customer must do all things necessary at its own expense to enable Synnex to enter the Customer’s premises or that of third party where the goods are stored to repossess the goods.
    8. Payment terms thereafter will be on a strictly CBD (cleared fund before delivery) basis only. Sales will be made subject to Synnex’s standard Conditions of Sales
    9. It is acknowledged that clause 18, 19 and their subclauses have been specifically drawn to the Customer’s attention that the Customer has read and fully understands these terms and accepts them without reservation. These clauses also create a security interest in favour of Synnex, which Synnex may perfect by effecting a registration on the Personal Property Securities Register (PPSR).
  3. Security
    1. 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.
    2. 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.
    3. 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.
    4. 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.
    5. 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.
    6. 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;
    7. The Customer waives any right the Customer has under the PPSA to:
      1. receive notice in relation to registration events; or
      2. to claim any damages available under section 271 of the PPSA.
    8. 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

  1. 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.
  2. Any return of a defective product to Synnex must be first authorised in accordance with the following process:
    1. The Customer must obtain a Return Authorisation Number (RA Number) from Synnex prior to shipping the defective products to Synnex.
    2. 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.
  3. 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 22 to Synnex’s reasonable satisfaction.
  4. 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.
  5. 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

  1. 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:
    1. Synnex has no legal obligation to the Customer or an End User in respect of the performance or delivery of the Cloud Services;
    2. 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;
    3. 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;
    4. the Customer must provide its credit card details to Synnex for the purposes referred to in clause 14 of these terms and conditions; and
    5. before giving End Users access to and use of the Cloud Services, the Customer must:
      1. Ensure each End User accept and agree to the Vendor’s Cloud Service Agreement or End User Licensing Agreement wherever applicable; and
      2. 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.
  2. If the Customer purchases the Cloud Services from Synnex in accordance with clause 26, it agrees that it must not:
    1. 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;
    2. modify, alter, reverse engineer, decompile, disassemble or make derivative works of the Cloud Services or any part of the Cloud Services;
    3. 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);
    4. copy or reproduce any part of the Cloud Services except as permitted under this Agreement; or
    5. 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.
  3. 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:
    1. Synnex may, in its discretion, cease supplying the Cloud Services to the Customer; and
    2. if Synnex ceases supplying the Cloud Services to the Customer under clause 28(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 26(e)i..
  4. 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
  5. For the avoidance of doubt and subject to clause 34, 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 26, Synnex’s liability to the Customer is limited in accordance with clause 35.
  6. The Customer must ensure that its End Users do not use the Cloud Services for illegal or illegitimate purposes including, but not limited to:
    1. storing or transmitting illegal content, pornography or other sexually explicit information and images;
    2. selling illegal goods or services;
    3. breaching or otherwise circumventing any security or authentication measures;
    4. circumventing storage space limits;
    5. violating the law in any way, including storing, publishing or sharing material that is fraudulent, defamatory or misleading; and
    6. sending unsolicited communications, promotions or advertisements or spam.
  7. Clauses 28 will survive termination or expiry of this Agreement.

Contrary, liability & jurisdiction

  1. 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.
  2. Synnex’s liability to the Customer is limited in accordance with clause 35 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.
  3. Subject to clause 34, 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.
  4. These terms and conditions are the entire agreement between Synnex and the Customer with respect to the transactions and matters contemplated herein and 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.
  5. 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.

Acknowledgment and consent

  1. By confirming your acceptance of the terms, including in the capacity of servant, agent or representative of the Customer, you confirm that you fully understand all the terms and conditions set out in this document and you have full authority on behalf of the Customer to accept all these Terms & Conditions.

Website Access Terms & Conditions

These terms & conditions are in additional to the normal trading terms and conditions of Synnex. By accessing any Websites of SYNNEX AUSTRALIA PTY LTD (collectively “SYNNEX” or "Synnex") or otherwise indicating acceptance as set forth below, you are agreeing to the following terms and conditions (as modified from time to time), and each time that you access the SYNNEX Website you re-assert your agreement. If you do not agree with these terms and conditions, then you may not access or use the www.SYNNEX.com.au or any other SYNNEX Website.

  1. Password

    In order to access certain SYNNEX e-Commerce Websites and Portals, you must present a valid password and user ID. Your password is your sole responsibility, and you must take all necessary actions to safeguard the security of your password and its use in accessing SYNNEX Website and ordering product via SYNNEX. You agree not to challenge the validity or enforceability of any order made via SYNNEX with your password. You must not disclose your password to any person who is not authorised to use the password on your behalf. You will be solely responsible for all unauthorised use of your password by your employees or third parties, except where caused solely and directly by SYNNEX negligence. SYNNEX highly recommends that you change your password periodically, and that you change your password immediately when you have reason to believe that your password security has been compromised. Test

  2. Terms and Conditions of Sale

    All sales of products and finished goods offered and supplied by Synnex Australia Pty Ltd (‘Synnex’) to its Customer (“Customer”) for resale (“Products”) shall be pursuant to the standard terms and conditions of Synnex. Any conflicting terms in your purchase order or elsewhere are without effect unless signed by the applicable party(ies). All Customer purchases from SYNNEX are deemed to be purchases pursuant to a written agreement.

    1. ACCEPTANCE: Customer's acceptance of these Terms and Conditions shall be indicated by any of the following, whichever first occurs: (a) Customer's written acknowledgement hereof, (b) Customer's submission of an order to SYNNEX AUSTRALIA, regardless of whether the Product(s) ordered is ever delivered or if the purchase order is completely or partially fulfilled, rejected, modified or cancelled; (c) Customer’s receipt of any part of the items specified for delivery in any purchase order submitted to SYNNEX AUSTRALIA, (c) Customer’s application for credit submitted to SYNNEX AUSTRALIA, (d) accessing any SYNNEX e-Commerce Websites, or (e) any other act or expression of acceptance by Customer.  Customer's acceptance is expressly limited to the Terms and Conditions in their entirety without addition, modification or exception and any term, condition, or proposal hereafter submitted by Customer (whether oral or in writing), which is inconsistent with or in addition to the Terms and Conditions set forth hereon is objected to and is hereby rejected by Synnex. Synnex's silence or failure to respond to any such subsequent term, condition or proposal shall not be deemed to be Synnex's acceptance or approval thereof.

    2. Customer shall promptly notify Synnex, no later than 24 hours from invoice date, of any claimed shortages or rejection as to any delivery, with the exception of deliveries that reveal external shipping damage, which, in some instances, must be refused immediately upon delivery by the carrier. Such notice shall be in writing and shall be reasonably detailed stating the grounds for any such rejection. Failure to provide any such notice within such time shall be deemed an acceptance in full of any such delivery. Synnex shall not be liable for any shipment delays that affect Synnex or any of Synnex's suppliers, including but not limited to delays caused by unavailability or shortages of Products from Synnex's suppliers, natural disasters, acts of war or terrorism, acts or omissions of Customer, fire, strike, riot, or governmental interference, unavailability or shortage of materials, labour, fuel or power through normal commercial channels at customary and reasonable rates, failure or destruction of plant or equipment arising from any cause whatsoever, or transportation failures.

  3. Warranty

    THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT AND FOR ALL OTHER OBLIGATIONS OR LIABILITIES ON SYNNEX  PART.

    SYNNEX NEITHER ASSUMES, NOR AUTHORISES ANY OTHER PERSON TO ASSUME FOR SYNNEX AUSTRALIA, ANY OTHER LIABILITY IN CONNECTION WITH THE SALE OF PRODUCTS TO Customer.  THIS WARRANTY SHALL NOT APPLY TO ANY UNITS OF PRODUCTS WHICH SHALL HAVE BEEN REPAIRED OR ALTERED OTHER THAN BY SYNNEX OR WHICH SHALL HAVE BEEN SUBJECT TO MISUSE, NEGLIGENCE, OR ACCIDENT.  SYNNEX SHALL NOT BE LIABLE FOR PERSONAL INJURY RESULTING DIRECTLY OR INDIRECTLY FROM THE DESIGN, MATERIAL, OPERATION OR INSTALLATION OF ANY UNITS OF PRODUCTS.

    Customer further acknowledges that SYNNEX will have no responsibility for any claims for infringement of intellectual property rights pertaining to distribution, sale or use of the Products.  SYNNEX SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY OR HOLD HARMLESS Customer FROM AND AGAINST ANY OR ALL DAMAGES AND COSTS INCURRED BY Customer ARISING FROM THE INFRINGEMENT OF PATENTS OR TRADEMARKS OR THE VIOLATION OF COPYRIGHTS.

  4.  Limitation of Liability

    SYNNEX SHALL NOT BE LIABLE TO Customer, Customer’s CUSTOMERS, OR ANY OTHER PARTY FOR ANY LOSS, DAMAGE, OR INJURY THAT RESULTS FROM THE USE OR APPLICATION BY Customer, Customer’s CUSTOMER, OR ANY OTHER PARTY, OF PRODUCTS DELIVERED TO Customer, UNLESS THE LOSS OR DAMAGE RESULTS DIRECTLY FROM THE INTENTIONALLY TORTIOUS OR FRAUDULENT ACTS OR OMISSIONS OF SYNNEX.  IN NO EVENT SHALL SYNNEX BE LIABLE TO Customer OR ANY OTHER PARTY FOR LOSS, DAMAGE, OR INJURY OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, OR ANY AGREEMENT INTO WHICH THEY ARE INCORPORATED, OR ANY PERFORMANCE OR NONPERFORMANCE UNDER THESE TERMS AND CONDITIONS BY SYNNEX AUSTRALIA, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS, IN EXCESS OF THE NET PURCHASE PRICE OF THE PRODUCTS OR SERVICES ACTUALLY DELIVERED TO AND PAID FOR BY Customer HEREUNDER.  IN NO EVENT SHALL SYNNEX BE LIABLE TO Customer OR ANY OTHER PARTY FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF GOOD WILL, LOSS OF ANTICIPATED PROFITS, OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH SYNNEX’S BREACH OF, OR FAILURE TO PERFORM IN ACCORDANCE WITH ANY OF THESE TERMS AND CONDITIONS, OR THE FURNISHING, INSTALLATION, SERVICING, USE OF PERFORMANCE OF ANY PRODUCTS OR INFORMATION SYNNEX SHALL PROVIDE HEREUNDER, EVEN IF NOTIFICATION HAS BEEN GIVEN AS TO THE POSSIBILITY OF SUCH DAMAGES.

  5. Confidentiality

    The receiving party shall protect the confidentiality and secrecy of the disclosing party’s Confidential Information and shall prevent any improper disclosure or use thereof by its employees, agents, contractors or consultants, in the same manner and with the same degree of care (but in no event less than a reasonable degree of care) as it uses in protecting its own information of a confidential nature for a period of three (3) years from the date of such disclosure.  Each party agrees to provide notice to the other immediately after learning of or having reason to suspect a breach of any of the restrictions.  Notwithstanding the foregoing, each party may disclose the other party’s Confidential Information if and to the extent that such disclosure is required by applicable law, provided that the receiving party uses reasonable efforts to limit the disclosure and provides the disclosing party a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure.

    1. Each party retains for itself all proprietary rights it possesses in and to all of its own Confidential Information.  Accordingly, Confidential Information which the disclosing party may furnish to the receiving party shall be in the receiving party’s possession pursuant only to a restrictive, non-transferable, non-exclusive license under which the receiving party may use such Confidential Information under the terms of this Agreement, solely for the purposes of satisfying its obligations hereunder.  Each party understands that the party receiving Confidential Information may now or in the future be developing proprietary information internally, or receiving proprietary information from third parties in confidence that may be similar to disclosed Confidential Information.  Nothing in this Agreement shall be construed as a representation or inference that the receiving party will not develop products, for itself or others, that compete with the products, processes, systems or methods contemplated by disclosed Confidential Information.

    2. Each party acknowledges that any material violation of the rights and obligations provided may result in immediate and irreparable injury to the other party, and hereby agrees that the aggrieved party shall be entitled to immediate temporary, preliminary, and permanent injunctive relief against any such continued violations upon adequate proof, as required by applicable law.  Notwithstanding each party hereby submits itself to the personal jurisdiction of the courts of competent subject matter jurisdiction for purposes of entry of such injunctive relief.

  6. Electronic Communications Disclaimer

    Synnex is not liable for any failure of the SYNNEX service, EDI service, or any other form of electronic communication (collectively, "Electronic Communication") to transmit, receive, store or handle documents or perform related activities.  SYNNEX does not represent or warrant that the information accessible via the SYNNEX Website is accurate, complete or current.  Price and availability information is subject to change without notice.

    1. Customers must properly use security procedures, which are reasonably sufficient to ensure that all electronic transmissions of documents to Synnex are authorised and shall be responsible for any such unauthorised transmissions. Any order properly transmitted in accordance with these terms and conditions is considered to be "in writing"; and any order containing a code is deemed (a) to have been "signed" and (b) to constitute an "original" when printed from electronic files or records established and maintained in the normal course of business. Customer and Synnex agree not to contest the validity or enforceability of orders as to whether certain agreements are to be in writing or signed.

    2. Independent Contractor:  SYNNEX and Customer are and shall be independent contractors to one another, and nothing herein shall be deemed to cause this Agreement to create an agency, partnership, or joint venture between the parties.

  7. Force Majeure

    Neither party shall be liable to the other for any delay in performance or failure to perform, in whole or in part, due to labour dispute, strike, war or act of war (whether an actual declaration is made or not), insurrection, riot, civil commotion, act of public enemy, accident, fire, flood, earthquake, or other act of God, act of any governmental authority, judicial action, computer virus or worm, or similar causes beyond the reasonable control of such party.  If any event of force majeure occurs, the party affected by such event shall promptly notify the other party of such event and take all reasonable actions to avoid the effect of such event.

  8. Disputes

    Both parties agree to negotiate in good faith the settlement of any disputes that may arise under this Agreement.  If necessary, such disputes shall be escalated to appropriate senior management of each party.  In the event that such good faith settlements fail, excluding any and all disputes, any and all other disputes and controversies of every kind and nature between the parties arising out of or in connection with the existence, construction, validity, interpretation, or meaning, performance, non-performance, enforcement, operation, breach, continuance, or termination of this Agreement. This Agreement will be governed by the laws of Victoria, Australia.  Should there be any controversy or dispute arising from or related to the Agreement, the Parties agree to resort to the arbitration in Victoria, Australia.  In the event of any litigation arising out of this Agreement or its enforcement by either party, the prevailing party shall be entitled to recover as part of any judgement, reasonable attorneys’ fees and court costs.

  9. Notice

    All written notices required by this Agreement must be delivered in person or by means evidenced by a delivery receipt and will be effective upon receipt.

  10. Disclaimer

    USE OF THE SYNNEX E-COMMERCE WEBSITE IS ON AN "AS IS" BASIS AND SYNNEX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE WEBSITE OR RELATED PRODUCTS. SYNNEX DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, SYNNEX DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THE SYNNEX WEBSITE IS ACCURATE, COMPLETE OR CURRENT. PRICE AND AVAILABILITY INFORMATION IS SUBJECT TO CHANGE WITHOUT NOTICE.

  11. Limitation on Use

    Customer hereby acknowledges that Products are not intended for use in life support systems, critical care applications, human implantation, commercial aviation, nuclear facilities or systems or any other applications where product failure could lead to injury to persons or loss of life or catastrophic property damage.  SYNNEX hereby disclaims any liability or responsibility for risk of loss, expenses, cost, liability, litigation and/or potential adverse verdict or judgment in relation to any such use of the products.

  12. Limited License

    The information and databases provided to you via certain SYNNEX e-Commerce Websites is licensed to you by SYNNEX for your use only in the ordinary course of your business for your review, selection and purchase of products from SYNNEX AUSTRALIA. This license is non-exclusive, non-transferable, and may be terminated by SYNNEX with or without cause at any time.

  13. Limitation of Liability

    Except as specifically stated herein, neither SYNNEX nor any of its directors, employees or other representatives will be liable for damages arising out of or in connection with your use of any SYNNEX Website. This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties.

    IN NO EVENT SHALL SYNNEX BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR OTHER DAMAGES WHATSOEVER RESULTING FROM OR RELATED TO Customer’s USE OF ANY SYNNEX  AUSTRALIA WEBSITE OR SYNNEX  PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT OR THE FURNISHING, PERFORMANCE OR USE OF ANY PRODUCT(S) SOLD PURSUANT HERETO, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, PRODUCT LIABILITY, PERSONAL INJURY, THE NEGLIGENCE OF SYNNEX OR OTHERWISE.  SYNNEX LIABILITY SHALL BE LIMITED SOLELY TO THE REPAIR, REPLACEMENT OR CREDIT OF THE PRODUCT(S), AT SYNNEX OPTION.

  14. Indemnity

    You agree to defend, indemnify and hold SYNNEX and its affiliates, and their respective directors, officers, employees and agents, harmless from and against any and all liabilities, costs and expenses, including reasonable attorneys' fees, arising from or in any way relating to your use of any SYNNEX Websites or any Product acquired from SYNNEX AUSTRALIA PTY LTD.

  15. Modification

    These Terms and Conditions, along with (a) the terms and conditions on any SYNNEX invoice, (b) the terms and conditions of the SYNNEX credit application, and (c) the terms and conditions of any other agreement signed by authorized representatives of both Customer and Synnex, sets forth the entire agreement and understanding of the parties relating to the subject matter herein.  In the event of a conflict between these various terms and conditions, they will take effect in the following order of precedence: (1) any signed agreement between the parties; (2) the terms and conditions on any SYNNEX Invoice, (3) these Terms and Conditions, and (4) the terms and conditions in Customer’s credit application to SYNNEX.  Any terms and conditions on Customer’s purchase order or any other document not signed by SYNNEX shall have no force and effect.

    Notwithstanding the foregoing, if Customer and Synnex have executed an agreement that specifically supersedes and replaces or modifies any or all of the Terms and Conditions, the terms of such Agreement shall control. No additional or different terms of conditions, whether material or immaterial, shall become a part of these Terms and Conditions unless expressly accepted in writing by an authorised officer of Synnex. Any waiver by Synnex of one or more of these Terms and Conditions or any defaults hereunder shall not constitute a waiver of the remaining Terms and Conditions or any future defaults hereunder. It is the intention of the parties that these Terms and Conditions shall be enforceable to the fullest possible extent, regardless of any partial invalidity or unenforceability, and that no failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of rights hereunder. The rights and obligations of Customer under the Terms and Conditions may not be assigned by Customer without the prior written consent of Synnex (which shall not be unreasonably withheld).

    SYNNEX may modify the information and functionality of any SYNNEX Website at any time.  SYNNEX reserves the right, in its sole discretion, to modify, alter or otherwise update these Terms and Conditions at any time, and you agree to be bound by such modifications, alterations or updates.  Any modifications, alterations or updates to these Terms and Conditions will be available to you on the SYNNEX Website, and you agree to regularly check the SYNNEX Website for new versions of these Terms and Conditions.

  16. Governing Law

    This Agreement will be governed by the laws of the State of Victoria, Australia, excluding the application of its conflicts of law rules. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.  Customer agrees to pay court costs and reasonable legal fees incurred in the collection of any unpaid balances whether or not suit is filed.

    BY ACCESSING ANY SYNNEX WEBSITES, YOU ACCEPT ALL THE TERMS AND CONDITIONS WITHIN THIS AGREEMENT (SYNNEX: TERMS AND CONDITIONS), IN ADDITION ACCEPT THE TERMS AND CONDITIONS OUTLINED IN THE SYNNEX DEALER APPLICATION FORM.  BOTH TERMS AND CONDITIONS ARE APPLICABLE ON ALL TRANSACTIONS BETWEEN SYNNEX AND THE Customer.

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