Vitrinemedia Australia Pty Ltd (ABN 17 167 641 956) (“VMA”) sells LED displays, mobile stands, special backlit paper for displays and related products.

Article 1. ORDERING

1. To place an Order, you will need to:
   a) Validate your order after review it by way of authorised signature;
   b) fill in relevant payment information and
   c) return by validated order and receipt of payment email to VMA
   You hereby acknowledge and agree that it is your responsibility to verify the information that you provide when placing an Order.

2. By placing the Order, you acknowledge that you have read and understood the current version of the terms. VMA will confirm any order submitted in accordance with these terms as soon as possible by email. The Agreement will become effective on the day VMA sends the confirmation e-mail to you.
3. Once you have reviewed the content of the Order and, in particular, your shipping address (which must be an address that VMA will ship to), you must confirm the Order by paying the Product Price. Upon confirmation of payment, you can no longer withdraw your Order.
   
   

Article 2. PAYMENT TERMS

1. Product Prices are in AUD or NZD for New Zealand
2. You can pay the Purchase Price by credit card or bank transfer. VIM will ensure that your credit card details are encrypted at all times using SSL (Secure Socket Layer).
3. Unless specifically agreed upon, standard terms will be a payment of 100% due upfront for EFT payments.
4. Where credit card details are provided and the order total amounts to more than $3500, 50/50 terms can be extended. 50% is payable on order and the remaining 50% is payable on delivery/installation (where installation is provided by VMA).
   
   

Article 3. DELIVERY

1. Products will be delivered to the address specified in the Order. Delivery addresses that are outside Australia may give rise to taxes and duties (e.g. customs) levied when the Products reach their destination. Any such tax and duty shall be borne by the Customer in full. VMA is not required to advise its Customers about potential tax liabilities that may apply to them.
   
   

Article 4. RECEIPT AND RETURN OF PRODUCTS

1. You must be present, or have a delegate present, to accept the delivery of the Products. The Products will be considered duly received upon signature of the delivery receipt by you or your delegate.
2. You must check the Products, or have them checked, thoroughly upon receipt. Any issue (e.g. Products received are not the Products you ordered, are damaged or defective or are of a different quantity to that stated in the Order) must be reported to VMA within three (3) business days by e-mail. Products must be kept in their original packaging with all accessories, manuals etc.
3. Returned Products must be sent to; Vitrinemedia Australia Pty Ltd, Unit 8 11/19 Waler Crescent, Smeaton Grange, NSW 2567, in accordance with the Terms.
4. VMA will replace defective Products under warranty, provided that the Products are in stock. Replacement Products will be sent to you within six (6) to eight (8) weeks. Unless specifically requested, no Services will be provided with the replacement Products. If the Products are out of stock, VMA will propose a similar Product as a replacement or offer a refund.
   
   

Article 5. PRODUCT WARRANTY

1. Subject to full payment of the product price and delivery fees, Products installed by VMA will remain under warranty for twelve (12) months from delivery. Installation Services will remain under warranty for three (3) months.

2. The following events are excluded from the warranty:
   a. breakage or damage due to shock, dropping, incorrect insertion of paper, accident;
   b. electrical overload;
   c. fixing columns of luminous displays to the ground.
3. To exercise any of the above warranties, you must notify VMA by e-mail or post of the existence of defects within one (1) month after their discovery. Replacement of defective Products shall not have the effect of extending any warranty period.
   
   

Article 6. REPRESENTATIONS AND WARRANTIES

1. You represent and warrant to VMA that the information you supplied to VMA is correct and accurate in all material respects at all times.
2. You are fully responsible for the content of your Order and will be solely liable for any claims, liabilities, costs and expenses resulting from an error or omission in the Order;
3. You will comply with all applicable laws and regulations.
4. VMA represent and warrant to Customers that:
   a. the content published on its website is accurate and current.
   b. Orders will be filled as soon as reasonably practicable; and
   c. Requests and claims submitted by Customers will be investigated and responded to promptly.
   d. Save for any terms, conditions, guarantees, warranties,
   indemnities or other rights which may arise under applicable laws and which cannot be excluded, all warranties, whether express or implied including warranties as to fitness for any purpose and merchantability are expressly, to the extent legally possible, any liability that VMA may have to the Customer in relation to the Products and Services which cannot be excluded shall be limited to – at VMA’s discretion – either the supplying of the Products and Services again; or the payment of the cost of having the Products or Services supplied again.
   
   

Article 7. INTELLECTUAL PROPERTY

1. All intellectual property, including but not limited to trademarks, trade names, logos, copyrights, designs, promotional materials, web pages, source code, drawings, illustrations, texts, graphics, pictures, information, data, software, slogans, and representations are exclusively owned or licensed by Vitrinemedia. all rights are reserved. Unauthorised copying or use of any copyright material or intellectual property without the express written consent of Vitrinemedia is strictly prohibited.
2. The Vitrinemedia LED screen system is a novel and distinctive display system and is Vitrinemedia’s signature product. The Vitrinemedia LED screen system is the subject of a registered Australian Patent and is already protected in numerous other countries around the world by other patent registrations.
3. All Vitrinemedia LED screen systems are manufactured in our global factory. All units comply with our stringent testing and quality standards, as well as all local laws and regulations.
4. As part of our vigilant IP protection efforts, we wish to inform you that only genuine, Vitrinemedia LED screen systems are made in the Vitrinemedia factory. No LED screen systems or other products are made for any other retailers or distributors in the Vitrinemedia factory, or by Vitrinemedia. Any representations made by third parties to the contrary are false.
5. Many years of research and development in bringing the best in LED product to the market have seen Vitrinemedia offer our clients the service, warranty and presentation that has no equal. We intend to continue to pursue this and appreciate your support to this end.
   
   

Article 8. LIMITATION OF LIABILITY

1. The Customer will at all times indemnify and hold blameless VMA and its officers, employees and agents (“those indemnified”) from and against any loss (including reasonable legal costs and expenses) or liability incurred or suffered
2. a breach by the Customer of its obligations hereunder; or
3. any willful, unlawful or negligent act.
   
   

Article 9. TITLE AND RISK

1. Risk in the Products shall pass to the Customer upon delivery to the Customer’s nominated delivery point. However, title to the Products shall remain with VMA until VMA has received payment of the Product Price In full or agreed in writing to pass title In the Products to the Customer.
2. Until title to the Products has passed to the Customer, VMA holds a security interest over all the Products and the Customer will:
   a. hold the Products on trust for VMA;
   b. store the Products separately from all other goods of the Customer or any third party;
   c. not remove any batch number or other identification, or any notice indicating or displaying that the Products are VMA’s property;
   d. maintain the Products in satisfactory condition; and
   e. keep the Products insured on VMA’s behalf for their full replacement value against all risks to the reasonable satisfaction of VMA on request the Customer shall produce the policy of insurance to VMA.
3. If payment for the Products is overdue In whole or in part, or if the Customer becomes subject to any form of insolvency administration, then Customer shall not be entitled to resell or part with possession of any Product still owned by VMA until the Customer has paid in full all sums owed to VMA. Furthermore, upon notice VMA shall also be entitled to:
   a. Immediately terminate the Customer’s right to possession of the Products and without prejudice to any other rights it has under the Agreement
   b. enter, or instruct agents to enter on its behalf, on three (3) business days’ notice or such shorter period as may be reasonable in the circumstances, any premises where the Products may be, and to repossess and dispose of any or all Products owned by VMA; and
   c. withhold delivery of any other Products/Orders
4. The Customer shall promptly do all things requested by VMA, acting reasonably to:
   a. ensure VMA’s rights in relation to the Products are enforceable, perfected and effective; and
   b. store the Products separately from all other goods of the Customer or any third party;
   c. not remove any batch number or other identification, or any notice indicating or displaying that the Products are VMA’s property
   d. maintain the Products in satisfactory condition; and
   e. keep the Products insured on MA’s behalf for their full replacement value against all risks to the reasonable satisfaction of VMA on request the Customer shall produce the policy of insurance to VMA.
   f. enable VMA to apply for any registration, or give any notification, in connection with the Agreement to preserve VMA’s rights in relation to the Products.
5. The Customer acknowledges that this Agreement constitutes a security agreement for the purposes of the Personal Property Security Act (“PPSA”) and must whenever requested by VMA sign all documents and do all acts and things requested by VMA acting reasonably to register VMA’s interest on the Personal Property Securities Register and such other register as VMA requires under the PPSA.
6. If the Customer fails to pay for the Products and/or Services in accordance with these Terms, VMA may suspend or cancel the Customers access to the Services and/or recover possession of the Products at any site owned, possessed or controlled by the Customer and the Customer agrees that VMA has an irrevocable license to do so.
   
   

Article 10. SUSPENSION AND TERMINATION

1. Should you breach these Terms or any applicable laws and regulations. VMA reserves the right, in its sole discretion and without the need to notify you, to:
   a. suspend the processing of your Order(s) in whatever state it is in;
   b. notify the relevant enforcement bodies
2. Any suspension may be done on a temporary or permanent basis, but in any event VMA is entitled to exercise its rights set out herein without incurring any liability or penalty or obligation to refund any costs you paid to VMA prior to the suspension.
3. Notwithstanding the above, any suspension will not apply retrospectively and shall not absolve you of your obligations.
4. Without limiting the generality of any other clause in this Agreement, VMA may terminate this Agreement immediately by notice in writing if:
   a. the Customer is in breach of any term of this Agreement and such breath is not remedied within twenty (20) business days of VMA notifying the Customer of that breach;
   b. the Customer becomes, threatens or resolves to become or Is in jeopardy of becoming subject to any form of insolvency administration;
   c. the customer being a partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving: or
   d. the Customer, being a natural person, dies.
   
   

Article 11. GOVERNING LAW AND DISPUTE RESOLUTION

1. The parties to this Agreement shall be bound by the laws of the State of New South Wales in relation to all matters arising from all contracts between the parties and the parties agree to submit to the nonexclusive jurisdiction of the Court of New South Wales and the Federal Courts of Australia and that any legal proceedings may be heard in these Courts,
2. If a dispute arises out of or in connection with this Agreement, the parties must confer at least once to attempt to resolve the dispute and, failing resolution of the dispute, to explore and if possible, agree on methods of resolving the dispute by other means