Terms & Conditions
SRF Strategies makes all sales of products and services ("Products") to Customer ("Customer") subject to the following Terms and Conditions, ("Terms and Conditions"):
1. ACCEPTANCE / PRICING
SRF Strategies’ acceptance of all orders, however made, is expressly conditioned upon Customers consent, either expressed or implied, to these Terms and Conditions. SRF Strategies’ sales of Products to Customer are made on an all sales final basis and are purchased at Customer's own risk. SRF Strategies will not accept and expressly objects to and rejects, any other terms and conditions (whether written or oral) originating from Customer that purport to modify, add to, or otherwise vary the terms and conditions stated here in. Customer's will have deemed to accept these Terms and Conditions by any of the following: a) placing an order for Products via approved method which includes telephone, online, written acknowledgment or other act or expression of acceptance, b) Customers offer to purchase Products from SRF Strategies, c) Customers acceptance of shipment from SRF Strategies and d) Customers payment for any Products. Customer expressly agrees SRF Strategies will not be bound by any terms and conditions set forth by Customer unless previously agreed to by SRF Strategies management in writing. SRF Strategies may require Customer to notate on the face of each submitted purchase order that the terms of this agreement control; provided however, if Customer fails to include any such notation, SRF Strategies and Customer agree that the Terms and Conditions of this agreement shall still control.
Pricing for all Products are displayed online and applicable discounts are shown. Pricing do not include applicable duties, taxes, freight, shipping costs and other charges or fees. Such fees may be for special packaging, requested labelling, permits, certificates, customs documents and other special requests. SRF Strategies may charge a handling fee for orders where additional packaging or services are required. The minimum charge for additional handling fee(s) is $5.00 AU Dollars. Quotations generated online or by SRF Strategies sale(s) personnel are valid for 30 days unless otherwise specified in writing. Quotations may include shipping estimates and actual shipping charges may vary. In such cases actual shipping charges may be billed. SRF Strategies is not responsible for discrepancies / typographical errors made by SRF Strategies, online, or those listed on product specification sheets created by the manufacturers represented. Pricing is subject to change at any time without notice.
2. INVENTORY / BACK ORDERS / SPECIAL ORDERS / ADVANCE ORDERS
SRF Strategies and its suppliers do their best to maintain stock levels on most items offered. If an item is out of stock or on backorder SRF Strategies will notify Customer and do its best to provide an estimated ship date based on the delivery schedule provided by the manufacturer and wholesaler. SRF Strategies will do its best to inform of manufacture delays that it is made aware of, but will not be held liable for late delivery, missed shipments, installation delays or dates or other related deadlines out of its control. SRF Strategies will fulfill orders and backorders as soon as possible. Customers desiring to purchase Products not normally stocked, or Products not listed on the website may be special ordered. Special orders are non-cancellable and non-refundable and may require pre-payment in full. SRF Strategies accepts (and in some cases requires) prepaid advance orders to guarantee future stock for specific items.
3. SHIPMENT / TITLE / RISK OF LOSS / TAXES / SHORTAGES
Unless otherwise agreed in writing, delivery will be made in accordance with SRF Strategies’ shipping policy that is in place on the date of order. Title to the Products shall pass to Customer upon delivery of the Products to a) common carrier or b) Customer's representative at SRF Strategies’ dock. SRF Strategies’ delivery of the Products shall be Ex Works SRF Strategies’ shipping point unless otherwise indicated in writing, with all risk of loss, damage, theft or destruction passing to Customer at such point, subject to SRF Strategies’ rights under applicable law. No such loss, damage, theft or destruction to the Products, in whole or in part, shall impair the obligations of Customer under this agreement, all of which shall continue in full force and effect. SRF Strategies shall not be liable for any shipping delays. Customer shall bear all applicable federal, state, municipal or other governmental tax, as well as any applicable import or customs duties, license fees and similar charges, however designated or levied on the sale of Products (or delivery thereof) or measured by the purchase price paid for the Products. Customer must notify SRF Strategies, by contacting SRF Strategies within three (3) business days after delivery of any claimed shortages or rejections. Failure to give such notice of a claim will be deemed an acceptance in full of any such delivery. Approval of any short shipment claim is in SRF Strategies’ sole power and discretion. In the event that SRF Strategies grants a short shipment claim, SRF Strategies will provide the missing items or issue a credit memo at its sole discretion.
4. SECURITY INTEREST
Customer grants SRF Strategies security interest in all Products sold under these Terms and Conditions and to all Products now or hereafter purchased and or acquired by Customer from SRF Strategies, and to any proceeds thereof, until the purchase price and any other amounts due to SRF Strategies have been paid in their entirety. Customer hereby authorizes SRF Strategies to prepare and file any financing statement listing the Products as collateral and to file such financing statement in such filing offices as SRF Strategies deems appropriate. Customer further agrees promptly to execute any other documents requested by SRF Strategies in order to protect SRF Strategies’ security interest in said Products. Upon any default by Customer of any of its obligations to SRF Strategies, SRF Strategies shall have all the rights and remedies of a secured party under the Uniform Commercial Code, which rights and remedies shall be cumulative and not exclusive.
SRF Strategies accepts payment via PayPal. All products are sold in AU Dollars.
For terms customers: Payment is due from date of invoice, not receipt of goods according to the payment terms allowed. All payments will be made in AU Dollars. Customers will pay a late fee of (2%) per month of any outstanding balance owed, or the maximum amount permitted under applicable law. All drafts dishonoured for any reason shall be assessed a $35.00 AU Dollar service charge. In the event Customer stops payment on any drafts issued to SRF Strategies, for any reason, Customer hereby recognizes that SRF Strategies would suffer damage, the exact amount of which cannot be determined with certainty, and Customer shall pay SRF Strategies liquidated damages in the amount of $500.00 AU Dollars for each such draft in addition to the outstanding balance. Customer may not use anticipated credit memos before SRF Strategies issues the credit on Customer's account. Payment using an anticipated credit memo for purchases before SRF Strategies issues the credit on Customer's account will be considered a short payment and may result in delayed shipments. It is not SRF Strategies’ policy to issue refunds. Credit Memos must be used on current outstanding balances or future purchases.
SRF Strategies reserves the right to withhold shipment of any part of an order or to require pre-payment of any given shipment if Customer does not make timely payment(s). If an account goes past due more than 3 times in a given year Net Terms may be forfeited and pre-payment required. Customer will pay and is responsible for all applicable taxes, duties, licenses, excises, and tariffs (taxes) levied upon the sale, purchase or delivery of the Products. SRF Strategies may require a valid major credit card to be kept on file, reserving the right to charge the credit card on file including applicable finance charges of up to 3% if payment is not received by the date due.
Product returns or exchanges may be approved on a case by case basis at SRF Strategies’ sole discretion and are limited to the terms set forth in SRF Strategies’ return merchandise authorization ("RMA") policies and procedures. These policies and procedures may be modified in any manner by SRF Strategies at any time without notice. All returns must be accompanied by a RMA from SRF Strategies. All returns are subject to in-house credit only.
ALL Ubiquiti returns MUST have a valid Ubiquiti support ticket number: please attain this number from firstname.lastname@example.org before contacting SRF Strategies
SRF Strategies makes no warranties whatsoever on any products it does not manufacture and passes through any manufacturer warranties issued for the products it represents. Warranty returns are subject to the individual manufacturer's warranty return policy. Warranties vary by manufacturer. Customer agrees to consult the manufacturer of the product purchased regarding their warranty policy prior to contacting SRF Strategies. If the Product purchased is determined to be within the manufacturers' warranty policy SRF Strategies may assist in obtaining warranty service. If Customer has trouble obtaining warranty service from the manufacture contact SRF Strategies for individual manufacture warranty procedures.
IN NO EVENT SHALL SRF STRATEGIES BE LIABLE FOR ANY CONSEQUENTAL, INCIDENTAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES OR DAMAGES OF ANY KIND OR NATURE ALLEDGED TO HAVE RESULTED FROM ANY BREACH OF WARRANTY. SRF STRATEGIES DOES NOT WARRANT THE MERCHANTABILITY OF THE PRODUCTS OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE. SRF STRATEGIES SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY, AND HOLD HARMLESS CUSTOMER FROM AND AGAINST ANY OR ALL DAMAGES OR COSTS INCURRED BY CUSTOMER ARISING FROM THE INFRINGEMENT OR VIOLATION OF ANY PATENTS, TRADEMARKS, COPYRIGHTS OR OTHER PROPRIETARY RIGHTS BY ANY PRODUCTS. SRF STRATEGIES MAKES NO WARRANTY, EXPRESS OR IMPLIED. NOTWITHSTANDING ANY OTHER TERMS OR CONDITIONS TO THE CONTRARY, SRF STRATEGIES’ LIABILITY UNDER THIS SECTION SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCT GIVING RISE TO THE ALLEGED LIABILITY.
8. EVENTS OF DEFAULT
Customer shall be in default under this agreement upon the happening of any of the following events or conditions: a) default by Customer on payment of any installment, invoice, bill or any other indebtedness or obligation now or hereafter owed by Customer to SRF Strategies, b) default in the performance of any obligation, covenant or liability contained in this agreement or any other agreement or document between Customer to SRF Strategies, c) any inaccuracy with respect to any warranty, representation or statement made or furnished by Customer, d) dissolution, termination of existence, insolvency, business failure, or discontinuance of Customer's business or the appointment of a receiver for any part of the property of, or assignment for the benefit of creditors by, Customer or the commencement of any proceedings under any bankruptcy reorganization or arrangement laws by or against Customer or the attachment, levy, seizure or garnishment of any of Customer's property, rights, assets (contingent or otherwise) including the Products, or e) any change in control of the ownership or management of Customer, unless prior to the occurrence of such change of control SRF Strategies shall have been notified in writing and Customer shall have obtained SRF Strategies’ prior written approval to such change in control.
9. REMEDIES OF SRF STRATEGIES
- In General. Upon the occurrence of any event of default or any time thereafter, SRF Strategies may, at its option and without notice to Customer, exercise one or more of the following remedies as SRF Strategies, in its sole discretion, shall elect: 1) declare immediately due and payable all outstanding invoices under this or any other contract and demand or, without demand, sue for amounts then due or thereafter accruing under this invoice or under any other invoice, bill or other document evidencing Customer's indebtedness to SRF Strategies, 2) suspend deliveries as to any or all Products, 3) take possession of the Products wherever found and for this purpose enter upon any premises of Customer and remove the Products, without court order or other process of law, without any liability for damages, suit, action or other proceeding by Customer as a result of such entry and/or removal, 4) cause Customer, at its expense, to promptly return the Products to SRF Strategies in good, like-new condition, 5) sell the Products, or any part thereof at public or private sale (for cash or credit) at such time or times as SRF Strategies shall determine, free and clear of any rights of Customer, and if notice thereof is required by law, any notice in writing of any such sale by SRF Strategies to Customer not less than ten (10) days prior to the date thereof shall constitute reasonable notice thereof to Customer, and 6) exercise any and all rights accruing to SRF Strategies under any applicable contract or law upon a default by Customer, including all rights and remedies accorded to SRF Strategies’ or secured parties under the Uniform Commercial Code.
- Mitigation of Damages. Should SRF Strategies repossess any of the Products because of Customer's default, SRF Strategies may make a commercially reasonable effort to sell such Products at a reasonable price to a third party, provided, however, that SRF Strategies shall have no obligation to actively seek out and solicit potential third party Customers for said Products.
- Collection Costs. In the event of any default on the part of Customer hereunder, Customer shall pay any and all collection costs, including reasonable attorneys' fees and costs, incurred by SRF Strategies.
- Rights and Remedies Not Exclusive. No right or remedy conferred upon or reserved to SRF Strategies by this agreement shall be exclusive of any other right or remedy provided herein or by law. All rights or remedies conferred upon SRF Strategies by this agreement and by law shall be cumulative and in addition to any other right or remedy available to SRF Strategies.
10. TIME OF THE ESSENSE
Time is of the essence with respect to each of the provisions of this agreement.
Customer agrees to indemnify and hold SRF Strategies and its officers, directors, servants, employees, agents and advisors harmless from and against any and all claims, damages, costs, expenses (including, but not limited to, reasonable attorneys' fees and costs) or liabilities that may result, in whole or in part, from any third party using the Products provided under this agreement. Any defence provided hereunder shall be by counsel of SRF Strategies’ choice.
12. LIMITATION OF LIABILITY
In the event that any of the Products malfunction and such malfunction leads to damage or injuries to the Products, to Customers business, the end-user's business, to other equipment, or residence, or to employees or to other persons, SRF Strategies shall not be liable for such damages or injuries. Customer understands and agrees that if SRF Strategies shall be found liable for loss or damage caused by failure of SRF Strategies to perform any of SRF Strategies’ obligations hereunder or the failure of the Products in any respect whatsoever, SRF Strategies’ liability shall be limited to the price paid for such Products, and this liability shall be exclusive. Customer understands and agrees that the provisions or this section shall apply if loss or damage, irrespective of cause or origin, results directly or indirectly to persons or property, from performance or non-performance of any of SRF Strategies’ obligations or from negligence, active or otherwise, of SRF Strategies, or its agents, servants, assignees or employees.
IN NO EVENT SHALL SRF STRATEGIES BE LIABLE FOR ANY LOSS OF REVENUE, PROFIT, USE OF DATA, INTERRUPTION OF BUSINESS OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, OR IN ANY WAY CONNECTED TO THIS AGREEMENT, EVEN IF SRF STRATEGIES HAS BEEN ADVISED OF SUCH DAMAGES.
THE FOREGOING LIMITATION OF LIABILITY WILL APPLY WHETHER ANY CLAIM IS BASED UPON PRICIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, OR OTHERWISE. IN NO EVENT WILL SRF STRATEGIES’ LIABILITY TO CUSTOMER EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCT THAT IS THE BASIS OF THE CLAIM.
This agreement and all rights, obligations and performance hereunder may not be assigned by Customer without prior written consent of SRF Strategies.
14. WAIVER No delay or omission by SRF Strategies to exercise any right or power shall impair any such right or power or be construed to be a waiver thereof. A waiver by SRF Strategies of any term, condition or agreements to be performed by Customer or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other term, condition or agreement herein contained. No change, waiver, or discharge hereof shall be valid unless presented in writing to SRF Strategies and signed by an authorized representative of SRF Strategies.
If any section, term, condition or portion of this agreement shall be found to be illegal or void as being against public policy, it shall be stricken and the remainder of this document shall stand as the original.
16. ENTIRE AGREEMENT / MODIFICATION
The parties intend this agreement to be the complete statement of the terms of their agreement. This agreement replaces and supersedes any prior agreements between them with respect to the subject matter hereof. No course of prior dealing or usage of trade shall be relevant to amend or interpret this agreement. This agreement may not be changed, modified or amended except by an instrument in writing signed by both SRF Strategies and Customer.
Customer agrees that during the term of this agreement and for a period of eighteen (18) months following the expiration or termination of this agreement, Customer shall not, without the prior written consent, either separately or on behalf of or through any third party (i) directly or indirectly, solicit, entice or persuade or attempt to solicit, entice or persuade any employee of SRF Strategies or its affiliates to leave the services of SRF Strategies for any reason, or (ii) hire or attempt to hire any such persons.
18. NO AGENT
It is understood that Customer is not an agent of SRF Strategies and shall not refer to the SRF Strategies’ corporate name in any of its products, services or literature without the express written consent of the SRF Strategies.