These are the terms and conditions on which DICKER DATA LIMITED (“we” or “us” or “our”) is willing to trade with you. Any variation to these terms and conditions must be in writing and signed by an authorised officer of DICKER DATA LIMITED. You agree that these terms and conditions create a PMSI in the product (and its proceeds) supplied presently and in the future by us to you. These terms and conditions are also subject to your rights under the Australian Consumer Law ("ACL") as applicable to you. Nothing in these terms and conditions excludes, restricts or modifies any condition, warranty, right or remedy conferred on you by the ACL or any other applicable Law that cannot be excluded, restricted or modified by agreement.
(a) These terms and conditions include the provisions relating to your use of our product (as defined below). We have alliance relationships with Third-Party Suppliers. As part of many such arrangements we are able to resell the Third-Party Products and may receive discounts or rebates from the Third-Party Suppliers with the sale of such Third-Party Products. These terms and conditions are in addition to any terms and conditions that apply to a Third-Party Product which may be provided to you or made otherwise available on the applicable ThirdSupplier terms and conditions. Third-Party Suppliers are independent contractors and are not employees, agents, subcontractors or authorized representatives, partners or joint ventures of us. You will ensure your agreement with your customers contains terms no less favourable than those outlined in these terms and conditions and specifically includes those terms set out in Schedule 2 (Specific Customer Terms) where applicable.
(b) You may offer to purchase from us certain products and/or services, being: (i) our products, which may include the provision of equipment or a cloud environment (“our product”); and (ii) products and/or services (including data migration services and provision of a cloud environment) provided by Third-Party Suppliers ("collectively, "the products").
(c) The price and description of the products you may offer to purchase from us is described in our price list. We may change the products and price list at any time without prior notice. We reserve the right to replace any of the products with products that are substantially similar if for any reason the products become unavailable. Any description of our product including any specifications, illustrations, drawings, data, dimensions and weights is approximate and is given by way of identification only. The use of that description does not constitute a sale by description and does not form part of our contract with you unless we say so in writing. You are responsible for ensuring that the products ordered is suitable for its intended use by you and, subject to our gross negligence, fraud, criminal conduct or wilful misconduct, we are not liable to you for any product you order which is unsuitable for your intended use. All pricing of the products will be in accordance with our price list. Any unintended pricing errors or data entry errors will result in your order being rejected and reoffered at the correct pricing.
(d) If we provide you with a quotation, it is valid only for the period specified in the quotation or 30 days, whichever is the lesser, and only in respect of the matters set out in the quotation.
(a) The Products defined in clauses 1(a) and 1(b) may include products and/or services (including Cloud services) that utilise various billing methods including subscription, consumption and multi-year contract billings, including but not limited to:
(i) Subscription billing for products and/or services delivered over an agreed period (including multiple years), with invoicing spread across one or more periods within the delivery period.
(ii) Consumption billing for services delivered over an agreed period (including multiple years), with invoicing based on usage levels of products and/or services within an agreed billing frequency.
(b) If you purchase any subscription, consumption or multi-year contract product and/or service from us in accordance with clause 2, you agree that you:
(i) must act in accordance with clause 11 relating to Third-Party Products and/or Services.
(ii) must not misrepresent or misreport in any way, usage levels through either regular reporting or as the result of an audit.
(c) You acknowledge and agree that you shall be solely liable for all consumption that has taken place even if it arises as a result of unauthorised access. You shall assume full responsibility and bear all associated costs, damages, liabilities and legal expenses incurred by us or any affected third party for any unauthorised access, breach or fraudulent activity related to the consumption of the products or services offered by us. You must promptly notify us in writing of any suspected or actual unauthorised access, breach or fraudulent activity affecting the products or services and shall fully cooperate with us in any investigation or remedial actions deemed reasonably necessary to address such incidents. You agree to indemnify us and hold us harmless from any claims, losses or damages resulting from such consumption, subject to our gross negligence, fraud, criminal conduct or wilful misconduct.
(d) In the event that you breach any of these terms and conditions, and without limiting any other rights we may have with respect to your default, you agree that:
(i) we may, in our discretion, cease supplying the products and/or services to you, by either suspending your account or terminating this supply agreement with you upon providing a minimum of 14 days’ prior written notice to you and subject to you failing to rectify the breach within 14 days of such notice; and
(ii) if we cease supplying the services to you, you agree to co-operate with us to transition any end user subscriptions and or services to an alternate reseller, in order to limit any disruption to end user services.
(e) In the event an end user removes your access to the products and or defaults on their end user agreement with you, at your request we may (to the extent we retain relevant access) cancel, suspend or terminate the provision of the product (or any part of it) with respect to that end user. You agree and acknowledge that:
(i) such intervention may adversely impact an end user’s system and could cause an immediate stop to the end user’s email, website and/or other business systems and may also delete all forms of system backup;
(ii) you must include in each of your end user agreements clear, unambiguous acknowledgement by the end user of our rights to cancel, suspend or terminate the provision of the product at your request, and the possible consequences set out in clause 2(e)(i);
(iii) we are not liable for any direct or indirect loss or damage caused to the end user’s systems and to the extent permitted by law, we will have no liability to the end user or any third party in contract, tort (including negligence) or otherwise in respect of such intervention; and
(iv) you hereby indemnify us against any and all costs that we may incur as a result of taking that action at your request, except to the extent caused or contributed to by our gross negligence, fraud, criminal conduct or wilful misconduct.
(f) This clause survives termination or expiry of these terms and conditions.
(g) Any disputes arising under this clause shall be dealt with as set out under clause 15 of these terms and conditions.
If you have a pre-approved account limit with us, our terms are strictly in accordance with our payment terms as separately agreed with you in writing from time to time. If you do not have a pre-approved account limit, payment in advance by cash, cheque, EFT, BPAY or credit card is required. Any order on credit hold as a result of non-payment may be cancelled within 48 hours of placing an order. Payments by cheque will not be considered received by us until the cheque is cleared by our bank. If any payment by you is dishonoured, you must pay us an additional account processing fee of $40.00.
These terms of payment also apply to any work we perform or service we provided to you on request which is separate from your purchase of product.
An account processing fee will be charged, unless otherwise agreed, for payments made by credit card as per the fee schedule on our website.
You agree to pay us notwithstanding not having received payment by your end-users or customers. We may require either a deposit or funds held in escrow, to be applied against outstanding liabilities. This clause survives termination or expiry of these terms and conditions.
Normally, we allow you to purchase and continue to purchase our product as long as the total of your account does not exceed your preapproved account limit (if any) and you have provided us with three (3) satisfactory written trade references and/or a satisfactory trade or status report from a credit rating agency acceptable to us. We may require fresh references/reports from time to time and additional information if you apply to increase your account limit.
If we perform work or provide a service to you separate from your purchase of product, our fee for providing such work or service is added to your account.
You agree that you will, if we request, also provide us further supporting documentation which may include (but is not limited to) any or all of the following:
In no circumstances are we obliged to accept any application for an increase in the limit of your account and we are not obliged to give you reasons for our decision.
If any invoice is not settled within our trading terms, you agree that, in addition to any other right we may have, we may suspend all sales and delivery of our product to you or close your trading account with us upon providing a minimum of 7 days’ prior written notice to you and subject to you failing to rectify within 7 days of such notice.
You acknowledge that we may decline your application to purchase our products if we are advised by our insurers that they will not grant us appropriate cover in relation to you.
You must pay for the product by each Due Date notwithstanding not having received payment by your end-users or customers. Any account which is not settled by the Due Date will attract a late payment fee equal to 1% of your unpaid account, charged monthly from the Due Date until your account is paid in full. You agree that this late payment fee is a genuine pre-estimate of the loss we would suffer if you do not pay for the product by the Due Date. Notwithstanding your acknowledgement under clause 25, if the arrangements provided under this clause would otherwise constitute a credit contract as defined in the National Credit Code the time for payment of any overdue account is limited to a total period not more than 62 days from the date of invoice. Nothing in this clause imposes an obligation on us to extend our payment terms to you for any period at all and we will not dispatch any products nor accept any further orders you place with us if your account is outstanding beyond 60 days from the date of invoice. You agree that any discounts, rebates or other concessions are lost from the Due Date if payment is not made in time upon us providing reasonable prior written notice. If you are in breach of any of our terms and conditions you agree that you are also responsible for all our expenses of any kind including our legal costs on a solicitor client basis and any commission or other expense incurred by any debt collection agency we retain to recover the monies you owe us, subject to our gross negligence, fraud, criminal conduct or wilful misconduct under these terms and conditions. We may commence legal proceedings against you for the recovery of any account which is overdue by 60 days or more from the date of invoice, subject to any dispute resolution mechanism set out under clause 15 of these terms and conditions.
In this clause, “Due Date” means the date specified in clause 3 on or by which you must pay your account with us.
Our prices are shown exclusive of all taxes, (including GST). Tax is payable in addition to the price of our products and/or services and must be paid by you at the same time as you pay for the products and/or services. We will give you a tax invoice compliant with the Law. You agree to reimburse and hold us harmless from any deficiency caused by you (including penalties and interest) relating to taxes that are your responsibility.
All communications between you and us including all purchase orders must be in writing. Orders will only be considered as accepted by us on issuance of a written order confirmation. Unless we agree on special arrangements, any order received from anyone in your employ will be deemed to have been placed with your authority and is binding on you.
In the event that you request to change, cancel or return an order, we reserve the right to charge a fee to cover any costs incurred as a result of such changes, cancellation or return. The amount of the fee will be determined by us in our sole discretion (acting reasonably) and will be based on the actual costs incurred by us in connection with the request. The fee will be communicated to you in writing prior to us fulfilling your request.
Delivery takes place on the earlier of the time our product passes into your or your agent’s exclusive physical control, when you collect the product or arrange for their collection from us or when ownership of our product has passed to you.
We will, acting reasonably, be entitled to cancel orders without notice if delivery of order cannot be taken within 48 hours of placing the order, unless otherwise agreed by us. Our prices are shown exclusive of delivery costs.
Unless an alternate delivery address is indicated on an order, our product is delivered direct to your default delivery address described in your account. All delivery charges are as per the freight policy published on the resellers’ portal via our website or provided to you upon request, unless an alternate amount has been quoted to you.
Any date for delivery of our product indicated by us is an estimated date for delivery only. Subject to any gross negligence, fraud, criminal conduct or wilful misconduct by us under these terms and conditions, we are under no liability for any loss or damage, however it arises as a result of delayed delivery, and you may not treat the relevant purchase order or these terms and conditions as terminated, if the product is not delivered by that date.
We reserve the right to deliver any products you order from us by instalment and each instalment is sold to you under a separate contract between you and us. Failure by us to deliver any instalment will not entitle you to cancel the balance of your order. In the event you are in default of these terms and conditions in respect of any instalment, we may elect to treat your default as a breach in respect of each other instalment. Any disputes arising from this clause will be handled in accordance with clause 15 of these terms and conditions.
We may charge you storage, handling and re-delivery fees if you are unable to take delivery of our product at the time we deliver our product to you.
At all times from the date of delivery, our product is at your risk of loss or damage and you are responsible for its safe custody. You must keep our product insured and promptly provide us with evidence of such insurance and its currency as and when requested by us from time to time.
You do not own any of our product in your possession until all of our product you have purchased from us at any time and all other amounts owing by you to us on any account have been paid for in full. Until you have given us full payment, you promise to store and deal with our product in a way that it is clearly identifiable as ours. You grant us an irrevocable licence to enter your premises on any business day to inspect our product in your possession and your books or records regarding our product, subject to reasonable prior written notice given to you. If you wish, you may promote and on-sell our product in the ordinary course of business even if ownership of our product has not passed to you. You will hold the proceeds of sale in trust and not by way of security, for and as agent for us in a separate account, you will pay the proceeds to us as soon as you receive them and we have the right to trace and claim such
proceeds. You have no right to bind us to any liability to any third party by contract or otherwise. If you use our product in some manufacturing or construction process of your own or some third party, you will hold such part of the proceeds as relates to our product in trust for us. Such part shall be deemed to equal in dollar terms the amount payable or owing by you to us at the time of the receipt of such proceeds. You will also keep separate records and clearly identify in your books your use of our product in such manufacturing or construction process.
Subject to any losses caused by our gross negligence, fraud, criminal conduct or wilful
misconduct under these terms and conditions:
(a) You agree that the terms of use for any Third-Party Products shall exclusively be set out by the applicable Third-Party Supplier. While we may provide a facilitation role (and nothing more than that), you agree that we are not responsible, nor liable, for any Third-Party Products.
(b) Notwithstanding anything else, your licence to use any Third-Party Products is provided by the Third-Party Supplier and not us, and is subject to any terms and conditions as made available by the Third-Party Supplier, including, but not limited to, licenses, policies, warranties, ownership of intellectual property, privacy, scope of permitted use and other documentation. You will ensure that any End Users are aware of any end user licence agreements which relate to the products and/or services provided under this agreement.
(c) We make no representation or commitment, and shall have no liability or obligation whatsoever, in relation to the content or use of, or correspondence or contract you have with, any such Third-Party Products, or any transactions completed, and any contract entered into by you with such third party. You acknowledge that we are not an employee, franchisee, partner or joint venture of Third-Party Suppliers.
(d) We do not endorse or approve any Third-Party Products. It is your sole responsibility to determine that specific products and/or services, introduced or used by you meets the needs of your business and/or are suitable for the purposes for which they are used.
(e) You acknowledge that Third-Party Suppliers are entitled, as a Third-Party beneficiary of these terms and conditions, with the authority to independently enforce its own provisions insofar as it relates to the Third-Party Products and / or impacts the Third-Party Supplier.
You must not assign any rights or benefits under these terms and conditions unless you have obtained our prior written consent, which shall not be unreasonably withheld. We may assign our rights and benefits under these terms and conditions at any time without notice. You acknowledge that we may disclose to any third party assignee or potential assignee all information including personal information that we hold of or about you and your end users relating to these terms and conditions, the products and services provided, each party's performance, and our relationship and our transactions with you, to allow the third party to assess whether to proceed with the assignment, and to enable them to understand the nature and history of our engagement with you and to fully and effectively exercise their assigned rights and perform their assigned obligations under these terms and conditions.
If at any time you owe us money on any account in excess of our trading terms then in addition to any other rights we have you agree we may, upon providing reasonable prior notice and subject to you failing to rectify any such default within 7 days of such notice, enter any premises owned, possessed or controlled by you where our product is stored and remove our product and re-sell all or any of them to the extent necessary to recover monies owed by you. We are not liable to you if we take such action. If we request, you will obtain a landlord’s waiver in a form acceptable to us. Any disputes arising under this clause shall be dealt with as set out under clause 15 of these terms and conditions.
To return any product to us, you must obtain a Return Material Authorisation Number (RMA#) from us by contacting: Return.Authorities@dickerdata.com.au. You must also comply with any reporting requirements imposed by either us or a Third-Party Supplier. You must provide proof of purchase and return our product to us within 14 days of an RMA# being issued by us. You are responsible for the cost of returning the product to us.
When you take delivery of our product, you must inspect it and report to us in writing any damage, suspected defects or incorrect supply within 7 days. We will accept the return of our product if our product is not in accordance with your order or was delivered to you faulty or damaged. We may, at our option, replace it with an equivalent product or credit you with the price paid.
If you wish to return our product which we have correctly supplied to order, you must let us know within 7 days of the date of delivery. If we agree to the return, we will refund you.
Subject to your rights under the ACL, if you have a dispute with us, you must notify our credit department in writing of your dispute within 14 days of the receipt of our invoice. You may not set off against or deduct from the price of product and/or service you have ordered from us any money you claim we owe you. If you do not dispute an invoice within 14 days of receipt of the invoice you will be deemed to have accepted the amounts payable in that invoice and
waived your right to dispute any amount. All undisputed amounts must be paid by the Due Date (as defined in clause 5). You agree that:
(a) you shall make no claim, above the cost of the actual products and/or services, against us or Third-Party Supplier for any damages to the products and/or services prior to its delivery to you as a direct or indirect result of events beyond our control;
(b) you shall make no claim against us or Third-Party Supplier for any delay in the delivery of the products and/or services to you as a direct or indirect result of events beyond our control.
The above applies with the exclusion of any such damages suffered by you which have been incurred as a result of our gross negligence, fraud, criminal conduct or wilful misconduct under these terms and conditions.
In the case of a disagreement or a dispute arising on the interpretation or legal effect of this agreement, the parties shall seek to resolve the disputes through discussion or negotiations. If the discussions or negotiations do not succeed within 21 days or any other period of time as agreed by the parties in writing, a party shall have the right to commence legal proceedings or have the issue(s) settled in court in accordance with the laws applicable in the State of New South Wales, Australia. The fact that a dispute has been brought to discussions or negotiations, taken to a court or referred to arbitration does not in itself relieve the parties from fulfilling their obligations under these terms and conditions.
The products come with guarantees that cannot be excluded under the ACL.
Subject to those rights that cannot be excluded under the ACL and subject to our gross negligence, fraud, criminal conduct or wilful misconduct under these terms and conditions, our liability (and any Third-Party Supplier's liability) for a breach of a non-excludable condition or warranty is limited, at our option, to:
(a) in the case of goods, any one or more of the replacement of the goods or the supply of equivalent goods; the repair of the goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; or
(b) in the case of services, any one of the supplying of the services again; or the payment of the cost of having the services supplied again.
Subject to the foregoing, to the full extent of the law all other express or implied warranties or guarantees are excluded. Warranties do not apply if the product has received maltreatment, inattention or interference or the product has not been used in accordance with any performance ratings or care instructions. In no circumstances are we liable for loss of profit, loss of data, loss of business, opportunity, reputation or contract or any special, indirect or consequential loss, even if you advise us of any special circumstances or such loss was reasonably foreseeable.
You must defend, indemnify and hold harmless us and our Third-Party Suppliers against any claims, demands, suits, damages, losses, liabilities, fines, penalties, judgments or costs or whatsoever nature (including reasonable legal fees) arising out of or connected with a breach of these terms and conditions; a violation of any applicable Law including but not limited to import or export laws; asserted of actual infringement of any intellectual property rights; personal injury, death or property damage; unlawful, unfair or deceptive trade practice and any other acts or omissions by you or your contractors, subject to our gross negligence, fraud, criminal conduct or wilful misconduct under these terms and conditions.
In respect of the products provided pursuant to these terms and conditions and to the extent permitted by law, a party’s total aggregate liability to the other party arising from or relating to these terms and conditions is limited to the total amounts received by us from you under these terms and conditions for the products supplied during the twelve (12) months period prior to the date of the relevant claim.
Notwithstanding any other provision of these terms and conditions, neither party shall have any liability whatsoever to the other party for any special, indirect or consequential loss (including any loss of profits, opportunity, goodwill or revenue) or damage.
These terms and conditions override your terms and conditions, including any terms and conditions attached to any purchase order (even if issued after these terms and conditions). You acknowledge and agree any purchase order (and any terms and conditions attached to any purchase order) issued by you has no effect and is for administrative purposes only. To the extent of any discrepancy between these terms and conditions and any other (including your own) terms and conditions these terms and conditions prevail.
Nothing in these terms and conditions creates any relationship of employment, agency or partnership between you and us. To the maximum extent permitted by Law, you must not make any warranty or representation on behalf of us or a Third-Party Supplier.
You agree to protect the intellectual property rights of the products and cooperate with us and our Third-Party Suppliers in their efforts to protect their intellectual property rights. You must notify us of any suspected or known breach or breaches of intellectual property rights as soon as is practicably possible after becoming aware of the breach or breaches. You must provide us or the Third-Party Supplier (as applicable) control of any proceedings and provide us or the Third-Party Supplier with all reasonable assistance in the defence of any claim the products infringe any third party intellectual property or other rights. These terms and conditions do not give you any intellectual property rights in the products. If we source, produce or manufacture any product samples or prototypes specifically for you, you do not acquire any intellectual property rights in such samples and prototypes. Your details and information that you provide us about yourself may be retained by us on our database and used by us or Third-Party Suppliers. You have no rights in that database. We may use such database in the conduct of our business, subject to privacy and other relevant Laws.
Subject to our gross negligence, fraud, criminal conduct or wilful misconduct under these terms and conditions, we are not liable for any infringement or unauthorised use of any intellectual property rights (including those of a vendor) arising from these terms and conditions. If any dispute or claim is made in respect of any infringement or unauthorised use of intellectual property rights we may terminate these terms and conditions by notice to you and without liability to you or any other person.
In these terms and conditions, intellectual property rights include the full benefit of any rights in any copyright, trademark, registered design, patent, trade and business names, know-how, inventions, improvements, discoveries and confidential processes and includes without limitation artistic works, images, illustrations and photographs and any adaptation or concept relating to it.
You must not directly or indirectly disclose Confidential Information to any other person. You must take all reasonable steps to secure and keep secure the Confidential Information coming into your possession.
For the purposes of this clause, "Confidential Information" includes, without limitation, our quotations and our Third-Party Suppliers' non-public information about current or future products and services, business plans, market data, financial; data, sales information and any other information that the party identifies as confidential, or which you should reasonably understand to be confidential. The obligations of confidentiality under this clause do not apply to information that is generally available to the public (other than by breach of these terms and conditions) or is required to be disclosed by any applicable Law.
These terms and conditions are governed by, and you agree to submit to, the laws applicable in the State of New South Wales, Australia and the Commonwealth Personal Property.
Securities Act 2009 (PPSA). You submit to the non-exclusive jurisdiction of the courts of New South Wales.
These terms and conditions form the entire agreement on which we are willing to trade with you with respect to the Products and services and related subject matter, and supersede all or any previous or contemporaneous oral or written agreements or understandings (this is not intended to exclude liability for prior misrepresentations). We may vary these terms and conditions with reasonable prior written notice, either in writing or in or by way of a general notification on our website. All transactions after the date specified in such notice will be subject to the altered terms and conditions. If you continue to trade with us after the date such alterations become effective you will be deemed to have agreed to the altered terms and conditions. If any changes to these terms and conditions have a material and detrimental impact on you, you may terminate under these terms and conditions subject to providing 60 days’ prior written notice to us.
(a) You acknowledge that:
(i) you are not an associate or related body corporate or related party or related entity of ours (as such terms are defined in the Corporations Act 2001); and
(ii) the National Credit Code does not apply to these terms and conditions.
(b) It is your responsibility to ensure that the contact details we have about you including your address details are correct and up to date at all times. You must promptly notify us of any change in your contact details.
(c) If, at any time:
(i) you believe that you may not or may be unable to perform or comply with your obligations under these terms and conditions;
(ii) you are unable to pay your accounts as they fall due for payment;
(iii) you cease or threatens to cease to carry on business or are unable to pay your debts
as they fall due.
(iv) a cheque or bill of exchange received from you is dishonoured;
(v) you are or become insolvent or you have an administrator appointed;
(vi) your account is overdue and is not settled within our trading terms; or
(vii) there is a material change or a material change is proposed to your shareholding,
shareholders or directors
You agree that you will immediately notify us that one or more of the above notifiable events has occurred and you will keep us notified on a monthly basis until such notifiable event no longer exists. Subject to providing reasonable prior written notice to you, you agree that:
(viii) we have no obligation and will cease to deliver to you any product you have purchased while a notifiable event exists;
(ix) we may close your account with us, and/or terminate any agreement relating to the supply of product or services;
(x) we may request payment in advance for all products you have ordered from us; and
(xi) we have no obligation to respond to any offer you make to purchase any of our product while a notifiable event exists.
(d) For the purpose of these terms and conditions, you are insolvent if:
(i) a receiver or receiver and manager or an agent for a mortgagee in possession has been appointed over all of your assets and undertakings;
(ii) you have passed an effective resolution for your voluntary winding-up or you have committed an act of bankruptcy;
(iii) an order has been made by a Court of competent jurisdiction for you to be wound up;
(iv) a compromise arrangement (excluding a voluntary administration) has been made legally binding on you and your creditors;
(v) you have presented a debtor’s petition and it has been accepted by the Registrar in Bankruptcy;
(vi) you have entered into a composition, deed of assignment or deed of arrangement under Part X of the Bankruptcy Act (or equivalent) with your creditors; or
(vii) a legally binding sequestration order has been made against your estate.
(a) Definitions
In this clause:
Modern Slavery includes modern slavery, human trafficking, forced labour, child labour, bonded labour and similar unethical conduct in operations and supply chains;
Modern Slavery Laws means the Modern Slavery Act 2018 (Cth) and any other relevant legislation or regulations in Australia or any other jurisdiction that, if reasonably interpreted, include an objective to address concerns of Modern Slavery;
Modern Slavery Policy means any policy, code of conduct, guidance and procedures of the customer relating to Modern Slavery and worker exploitation (in particular in relation to ensuring transparency in supply chains) as notified to you from time to time in writing, including the Dicker Data Code of Conduct, which can be accessed at this link.
(b) Obligations
(i) In performing your obligations under these terms and conditions, you must:
(A) comply with all applicable Modern Slavery Laws in force from time to time;
(B) comply with our Modern Slavery Policy and have and maintain throughout the term of these terms and conditions your own policies and procedures to ensure that compliance; and
(C) not engage in any activity, practice or conduct that would constitute an offence under Division 270 or Division 271 of the Schedule to the Criminal Code Act 1995 (Cth) if such activity, practice or conduct were carried out in Australia.
You acknowledge that you have read and understood the Modern Slavery Policy, agree that the Modern Slavery Policy forms part of these terms and conditions and agree that you will comply with and be bound by the terms of the Modern Slavery Policy.
(ii) You must notify us as soon as you become aware of:
(A) any breach, or potential breach, of the Modern Slavery Policy; or
(B) any actual or suspected instances of Modern Slavery occurring,
in your operations or supply chain.
(iii) You must, as soon as practicable after receiving a written request from us, provide us with all information (whether oral, graphic, electronic, written or in any other form, including documents, records, processes, procedures, financial information and the names and details of your suppliers) in your possession or control, to the extent what is requested is reasonably necessary for us to comply with any applicable Modern Slavery Law (“Information”).
(iv) You must use reasonable efforts to ensure that the Information you provide to us is accurate, up-to-date and contains no material omissions or false misstatements.
(v) You grant us the right to conduct audits of your operations, facilities and records to assess and verify your compliance with modern slavery and export control laws and regulations, upon us providing reasonable prior notice to you.
(vi) Nothing in this clause 26 requires you to breach any term of a contract, order or direction of a governmental body or applicable provision of any law.
(c) Record keeping
You must maintain a complete set of records to trace the supply chain of all products and/or service that we sell to you.
(d) Warranties
You represent and warrant to us that:
(i) you do and will conduct your business in a manner that is compliant with the Modern Slavery Laws and consistent with the Modern Slavery Policy;
(ii) all information provided by you to us in relation to Modern Slavery practices and risks in your operations and supply chain is true and correct; and
(iii) to the best of your knowledge and belief after making due inquiries, that neither you nor your suppliers:
(iv) have been convicted of any offence involving Modern Slavery; or
(v) are or have been the subject of any investigation, inquiry, sanction or enforcement proceedings by any governmental body regarding any offence or alleged offence of or in connection with Modern Slavery practices in its operations.
You agree that these terms and conditions create a PMSI in the product (and their proceeds) supplied presently and in the future by us to you.
You agree to do all things necessary and execute all documents reasonably required by us to register the PMSI granted by you under these terms and conditions and to ensure that we acquire a perfected security interest in the product under the PPSA.
You will, upon demand, pay all of our expenses and legal costs (on a solicitor/agent/client basis) in relation to or in connection with the registration of the PMSI or any other security interest and all other costs associated with protection and enforcement of the PMSI or any other security interest created by these terms and conditions or by undertaking an audit under the provisions of the PPSA, or the repossession of the Product the subject of these terms and conditions or the exercise, enforcement or preservation of any right or interest under these terms and conditions or any contract that we have with you.
This PMSI does not lose its priority as a result of the renewal, refinance, consolidation or restructure of the subject matter of these terms and conditions and any purchase money obligations.
Until ownership of the product passes to you, you waive your rights under the following provisions of the PPSA, to the maximum extent that it is permitted by law, to:
To the extent permitted by the PPSA, these terms and conditions exclude any provisions of the PPSA which may be excluded in our discretion and which would otherwise confer rights on you.
You further agree that where we have rights in addition to those under Part 4 of the PPSA, those rights shall continue to apply.
Your right to possession of goods still owned by us under these terms and conditions shall cease if:
(a) you being an individual, commit an act of bankruptcy, or,
(b) you being a company, circumstances arise where a receiver, manager, administrator or controller becomes entitled to take possession of any of your assets, any proceedings are instituted for your winding up, or you enter into a Deed of Company Arrangement, or
(c) you cease or threaten to cease conducting business in the normal manner or apply for deregistration or receive a deregistration notice, or
(d) any cheque you provide to us is dishonoured for payment, or
(e) you fail to comply with any demand for payment issued by us, or
(f) you breach any of the terms and conditions contained herein and/or are in default of any other agreement between us and you.
You agree that we are entitled to enter any premises where the product supplied by us and still unpaid for is located and to repossess, remove and sell such product. You agree to indemnify and keep us indemnified in respect of any claims, actions and costs that may arise against us in relation to the removal, repossession and sale of the product pursuant to these terms and conditions including any claims brought by third parties.
You agree that repossession and retention of the product pursuant to the PPSA will only satisfy so much of the monies which may become payable to us by you, as is equivalent to our estimation of the market value of the product as it is at the date of repossession and the repossession and retention will immediately extinguish any rights for interest you have on the product value of product recovered.
Until ownership of the product passes, you must not give us a written demand or allow any other person to give us a written demand requiring us to register a financing change statement under the PPSA or enter into or allow any other person to enter into the personal property securities register a financing change statement under the PPSA.
You agree not to change your name or undertake any changes to any documents that we have registered, require to be registered or are capable of being registered without our prior written consent.
To the maximum extent permitted by law and subject to our gross negligence, fraud, criminal conduct or wilful misconduct under these terms and conditions, you agree that you do not rely on our skill or judgement in relation to the suitability of any goods for a particular purpose. Any advice, recommendation, information or assistance provided by us is provided without any liability whatsoever.
(a) Our Privacy Policy, available on our website or upon request to us, forms part of these terms and conditions.
(b) You agree to comply with all Laws, including all export and import control laws and the Privacy Act 1988 (Cth) and the Australian Privacy Principles, the Spam Act 2003 (Cth) and the Do Not Call Register Act 2006 (Cth). You must provide the appropriate notifications, and obtain all consents and rights necessary, including those from your end users, for us and/or our Third-Party Suppliers to:
(i) provide the products and/or services;
(ii) use and disclose information, including personal information, of or about you and your end users as set out in these terms and conditions and as may be otherwise permitted in our Privacy Policy; and
(iii) for the purposes otherwise outlined under clause 29(c) below.
(c) You agree that we may use or disclose information, including personal information, of or about you and your end users, to third parties (such as Third-Party Suppliers) for the purpose of carrying out these terms and conditions; providing the product and/or service, providing information about product and/or service; sending information on services; performing administrative and marketing operations; exercising our rights under these terms and conditions; complying with legislative and regulatory requirements or as otherwise permitted or authorised by Law; considering any other application you may make to us; managing our rights and obligations in relation to external payment systems, e.g. credit card schemes and debit payment schemes; conducting market research or customer satisfaction research; developing, establishing and administering arrangements (including rewards programs) with
other organisations in relation to the promotion, administration and use of our products and/or services; and developing and identifying products and/or services that may interest you.
(d) Your use of Third-Party Products may also be subject to the privacy policies of Third-Party Suppliers.
(a) Definitions
In this clause:
Export Control Laws and Sanctions shall mean all applicable laws, regulations, rules, and sanctions relating to the export, re-export, transfer, or import of goods and/or services provided under this agreement, including but not limited to those administered and enforced by the Australian Government Department of Foreign Affairs and Trade, the Australian Border Force, the United Nations Security Council, the United States Department of Commerce (Bureau of Industry and Security), the United States Department of the Treasury (Office of Foreign Assets Control), the European Union, the United Kingdom, and any other relevant governmental authority with jurisdiction over the parties or the subject matter of this agreement.
(b) You shall ensure that the products and/or services shall not directly or indirectly be resold, exported, re-exported or transferred to any person and/or entity prohibited or restricted by any Export Control Laws and Sanctions or to any person and/or entity located in Cuba, Iran, the Republic of the Sudan, Syria and North Korea.
(c) We reserve the right to audit your performance under this clause in accordance with clause 26.2(e) and you agree to provide any relevant information and documentation regarding any relevant end users who will be recipients of any export, re-export, sale or transfer of any products and/or services provided under this agreement. Any non-compliance or violation of this clause by you shall be construed as a material breach of this agreement and entitle us to take any necessary action to correct such breach, including without limitation the immediate termination of this agreement without liability. You will be liable for any losses, penalties, damages or expenses incurred by us in connection with your breach under this clause. We reserve the right to require you to immediately cease providing the products and/or services to specific end users if we evaluate at our own discretion that it may expose us to potential risks under the Export Control Laws and Sanctions.
You hereby charge all property, both equitable and legal, present or future of yours and the Company/Trustee Company/Trust/Sole Trader/Partnership (as applicable), in respect of any monies that may hereinafter be owing to us under this credit application and terms and conditions by you or otherwise. You hereby authorise us or our solicitors to execute any consent form as your attorney for the purpose of registering a mortgage or caveat over any real property owned by you and any of the Company/Trustee Company/ Trust/ Sole Trader/ Partnership (as applicable) at any time, or to register this charge over your assets and the Company/ Trustee Company/Trust/Sole Trader/Partnership (as applicable) with the Australian Securities and Investments Commission or any other applicable regulatory body. The costs and stamp duty payable on the mortgage or caveat are payable by you.
Where you are a trustee:
(a) You agree to produce a stamped copy of the trust deed (with all amendments) if and when requested by us.
(b) You warrant that you have full power and authority to enter into this agreement on behalf of the trust and that the trust shall be bound by these terms and conditions both personally and as trustee, irrespective of whether or not you or the trust disclose to us that if you are a trustee at the time of entering into any credit agreement with us.
We may in our sole discretion assign, subcontract or sub licence any or all of our obligations under these terms and conditions from time to time.
Any time, indulgence, waiver or non-exercise by us of any of these terms and conditions shall not affect any of our rights under these terms and conditions nor shall it be deemed a waiver by us of any provision of these terms and conditions or subsequent breach of these terms and conditions.
If any term or condition is found to be invalid, illegal or otherwise unenforceable, it will be deemed modified to the extent necessary in the court's opinion to render it enforceable, and the rights and obligations of the parties will be construed and enforced accordingly, preserving, to the maximum extent possible, the intent of the parties.
In these terms and conditions unless otherwise indicated by the context: (i) reference to a party to a document includes that party’s successors and permitted assigns; (ii) “including” and other similar words are not words of limitation; (iii) an agreement, deed, covenant, representation or warranty on the part of two or more persons binds them jointly and severally; (iv) general words following words describing a particular class or category are not restricted to that class or category; (v) “Law” means any Commonwealth or Australian state legislation, regulations and the general law (all as amended or replaced from time to time) and includes in particular the Commonwealth Competition and Consumer Act 2010 (Cth) and the Personal Property Securities Act 2009 (Cth); (vi) “PPSA” means Personal Property Securities Act 2009 (Cth); “PMSI” or “purchase money security interests” has the meaning given in section 14 of the PPSA; (vii) “Corporations Act 2001” means the Corporations Act 2001 (Cth); (viii) "Privacy Statement" means our privacy statement attached as Schedule 1; (viii) “Third-Party Product” means products and/or services that are provided by third parties or interoperate with our product and/or service that may be identified as a third-party product or service; and (ix) “Third-Party Suppliers” means the suppliers or vendors of the Third-Party Products.
Last updated May 27th 2025
DICKER DATA LTD trading as Dicker Data (“we” or “us” or “our”) respects your privacy and we are committed to the protection of personal information. We follow the National Privacy Principles in the Privacy Act 1988 (Cth).
To view Dicker Data's privacy policy, please click here.
Requests for information about our Privacy Policy are welcomed. For further information on our Privacy Policy or to access, update or correct personal information we hold, or to make a privacy complaint, please contact:
Privacy Officer
Dicker Data
238 Captain Cook Drive
KURNELL NSW 2231
Tel: (02) 9589 8400
Freecall: 1800 688 586
Fax: (02) 9252 0481
Freefax: 1800 688 486
Email: privacy@dickerdata.com.au
Dicker Data (ASX: DDR) is an Australian owned and operated, ASX listed hardware distributor with over 46 years experience. Our dedicated sales and presales teams are comprised of experienced product specialists who are focused on using their in-depth knowledge to help customers tailor solutions to suit their client’s needs.
Phone: 1800 688 586
Email: sales@dickerdata.com.au
