These terms and conditions apply to all Goods sold by First Talk Limited to Customers.  By placing an order with First Talk Limited the Customer shall be deemed to have accepted these terms and conditions.

1.0 DEFINITIONS AND INTERPRETATION
1.1 Unless inconsistent with context:
 "Agreement" means these Terms and Conditions of Sale as amended from time to time.
 "Goods" means all products sold or offered for sale by First Talk Limited.
1.2 All words importing the singular shall include the plural and vice versa and any one gender shall include each of the other genders, if applicable.
1.3 Reference to a person shall include a reference to a body corporate firm or partnership.
1.4 Reference to a party includes the party’s executors, administrators, successors and permitted assigns.
1.5 “Including” and similar expressions are not words of limitation.
1.6 Headings are for convenience only and shall not affect the interpretation of this Agreement.
1.7 A provision of this Agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of the Agreement or the inclusion of the provision in the Agreement.

2.0 ORDERS
2.1 The Customer’s order shall not be binding on First Talk Limited until accepted by First Talk Limited.
2.2 First Talk Limited reserves the right to accept in whole or in part or reject any order submitted by the Customer.

3.0 PRICE
3.1 The price of Goods shall be the price effective at the time of delivery as indicated on the invoice. 
3.2 The Customer shall pay to First Talk Limited the amount of each invoice within 14 days from the date of invoice or as otherwise agreed in writing between the parties.  Time for payment of invoices shall be of the essence.
3.3 Unless stated otherwise, prices are exclusive of VAT, other taxes, duties, charges (including bank fees) and the costs of delivery which shall be paid by the Customer unless otherwise agreed.
3.4 The Customer shall not be entitled to deduct from or withhold any amount from payments due to First Talk Limited.  Only payment of the entire invoiced amount shall be deemed discharge of the invoice.  Where a lesser amount is paid such amount will be treated as a partial payment and without prejudice to First Talk Limited’s right to recover the balance or to pursue any other remedy.

4.0 DELIVERY
4.1 The time for delivery of Goods shall not be of the essence.  Times quoted by First Talk Limited or specified in the Customer’s order are estimates only and First Talk Limited shall be under no liability whatsoever nor shall the Customer be relieved of any obligation to accept or pay for the Goods by reason of any delay in delivery.
4.2 Acknowledgement by the Customer or the Customer’s agent in writing that the goods were delivered shall be conclusive proof of delivery by First Talk Limited.

5.0 TITLE AND RISK
5.1 Risk of loss, damage or deterioration to the Goods shall pass to the Customer upon dispatch from First Talk Limited’s warehouse or dispatch point.
5.2 Until payment in full is received by First Talk Limited:
5.2.1 all legal and equitable title in the Goods shall remain with First Talk Limited;
5.2.2 the Customer is in possession of the Goods solely as bailee for First Talk Limited;
5.2.3 the Customer shall store the goods separately from its own goods or those of any other person, in a manner, which renders them clearly identifiable as Goods belonging to  First Talk Limited.

6.0 RETURN OF GOODS
6.1 The Customer shall not be permitted to reject or return Goods as being not in accordance with its order unless it notifies First Talk Limited within 14 days of delivery of the Goods and returns at its cost the Goods to enable First Talk Limited to examine the Goods.
6.2 First Talk Limited is under no obligation to accept the return of Goods by the Customer except for the purposes of an examination under clause 6.1.
6.3 Goods returned under clause 6.1 must be in the same condition as they were sold, in original or equivalent packaging.

7.0 WARRANTIES
7.1 All conditions, warranties and liabilities, including implied warranties of quality, fitness for purpose, correspondence with sample or description or merchantability of Goods, are hereby excluded to the extent permitted by law.
7.2 The Customer accepts all risk and responsibility for the Goods being fit for purpose, of particular quality, safety or suitability and agrees that no representation has been made by First Talk Limited or relied upon by the Customer in respect of the same.
7.3 Where warranties or conditions which are implied by law (including under the Trade Practices Act 1974) cannot be excluded, First Talk Limited’s liability under such warranties and conditions is limited, at First Talk Limited’s option, to:
7.3.1 the replacement of the Goods or the resupply of equivalent Goods;
7.3.2 the repair of the Goods; or
7.3.3 the refund of the price paid for the Goods.
7.4 Where Goods or any component thereof are manufactured by a third party manufacturer, the Customer agrees that any warranty provided by the third party manufacturer is the Customer’s sole and exclusive warranty in relation to those Goods or components and First Talk Limited gives no warranty in respect of those Goods.

8.0 DEFAULT
8.1 Where the Customer fails to make payment in full or otherwise breaches any term of this Agreement, First Talk Limited may without prejudice to any of its other rights and remedies and at its absolute discretion:
8.1.1 withhold delivery or further delivery of any Goods ordered by the Customer;
8.1.2 charge interest on all amounts outstanding from the due date until the date of payment at the rate of 4% per month;
8.1.3 recover and/or re-sell the goods and enter upon the Customer’s premises for that purpose and the Customer grants to First Talk Limited or its agent an irrevocable licence to enter upon the Client’s premises for that purpose;
8.1.4 terminate this Agreement and retain any monies paid by the Customer as liquidated damages and a genuine pre-estimate of damage suffered; and
8.2 Where the Customer sells the Goods supplied to it by First Talk Limited and fails to make payment in full, the proceeds of such sale shall be deemed to be held on trust in favour of First Talk Limited and the Customer agrees to supply First Talk Limited with the names of all parties receiving such Goods.
8.3 First Talk Limited may without prejudice to any of its other rights and remedies exercise its rights under clause 8.1 above in the event that the Customer:
8.3.1 exceeds any credit limit assigned to it by First Talk Limited;
8.3.2 being a natural person, becomes bankrupt, commits an act of bankruptcy or enters into an arrangement with creditors;
8.3.3 being a corporation, becomes an externally administered entity or fails to comply with a statutory demand pursuant to the Corporations Act; or
8.3.4 causes First Talk Limited to reasonably doubt its ability to make payment in full in accordance with this Agreement.
8.4 Nothing in this Agreement shall be taken as releasing the Customer from its obligation to pay for Goods supplied by First Talk Limited.

9.0  LIABILITY
9.1 The total liability of First Talk Limited under this Agreement (whether based on contract, tort, statute or otherwise) is limited to the amount actually paid by the Customer for Goods supplied by First Talk Limited.
9.2 The Customer indemnifies First Talk Limited against any damage, loss, costs or expenses (including legal expenses on an indemnity basis) directly or indirectly suffered by First Talk Limited arising from or in connection with any breach by the Customer of any term of this Agreement.
9.3 UNDER NO CIRCUMSTANCES WILL First Talk Limited BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL LOSS OR DAMAGE, INCLUDING LOSS OF USE, PROFIT, REVENUE, GOODWILL OR DATA, HOWSOEVER CAUSED.

10.0 GENERAL
10.1 This Agreement shall only be varied by written agreement signed by an authorised representative of both parties.
10.2 First Talk Limited shall not be liable for any failure or delay in performance of its obligations or for any loss or damage suffered by the Customer as a consequence of any cause whatsoever, direct or indirect, beyond the control of First Talk Limited.
10.3 This Agreement supersedes all prior agreements, representations and undertakings and constitutes the entire agreement between the parties relating to the subject matter.
10.4 The Customer may not assign the whole or any part of this Agreement without the prior written consent of First Talk Limited.
10.5 In the event of any inconsistency between this Agreement and any other document, the terms of this Agreement shall prevail.  Any error or omission in quote, price list or offer issued by First Talk Limited shall be subject to correction without liability to First Talk Limited.
10.6 Delay or failure by First Talk Limited to exercise any right or partial right under this Agreement shall not be deemed to constitute a waiver of any such right or any other rights.  Consent by First Talk Limited to a breach of a term of this Agreement shall not constitute consent to any subsequent breach.
10.7 If any term of this Agreement is found to be unenforceable for any reason the remainder of this Agreement shall remain in full force and effect.
10.8 In the event of the Goods consisting of more than one item, then First Talk Limited may at its option treat all items forming the subject matter of the Goods as a single unit.

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