1.    SCOPE

All goods and services (Products) supplied by Office Products Wholesale (OPW) are supplied on these terms and conditions (Terms). By ordering any of our Products you agree to be bound by these Terms.

In these Terms:

OPW  means a division of Corporate Express Australia Pty Limited ABN 94 000 728 398 of 163 O’Riordan Street, Mascot, New South Wales, 2020

Reseller  means a customer of OPW including its employees, agents and subcontractors.

2.    APPPOINTMENT

2.1.    OPW appoints the Reseller as its non-exclusive Reseller to distribute the Products on these Terms.

2.2.    The Reseller shall not represent itself as an agent of OPW, give any condition or warranty or make any representation on OPW’s behalf, or commit OPW to any contracts.

2.3.    The Reseller warrants that it will act in good faith at all times towards OPW and promptly advise OPW of any customer complaint related to the Products.

3.    RISK AND TITLE

Ownership in the Products does not pass to the Reseller until the Reseller has discharged all outstanding indebtedness, whether in respect of the Products or otherwise, to OPW. Risk in the Products will pass on delivery to the Reseller.

4.    PRICE AND PAYMENT

4.1.    The price of any Products will be as quoted on the Corporate Express website, except in cases of obvious error. All Products and prices shown are indicative only, and are subject to Product availability and price changes.

4.2.    The Reseller shall pay the full amount invoiced to it by OPW within 30 days of the date of invoice. Warranty or other service claims do not suspend the payment obligations of the Reseller.

4.3.    All credit orders are accepted by OPW subject to satisfactory credit approval of the Reseller and are governed by OPW’s credit terms and conditions in force at the time of order placement, including the right to charge interest.

5.    PRODUCT ORDERING

5.1.    Reseller will place orders by:

(a)    NetXpress  Product orders may be placed via NetXpress; an Internet based electronic ordering system hosted on the Corporate Express website, which is located at www.netxpress.biz . Orders may be placed 24 hours a day, 7 days a week.

(b)    Customer Service – Phone and Fax  Product orders may be placed via telephone to our national Wholesale Customer Support telephone hotline   between 8.30 am and 5.00 pm EST Monday to Friday, or via facsimile to 02 9086 7653.    

5.2.    No order shall be binding on OPW until accepted by OPW. An individual contract for the supply of Products, on these Terms, is formed on acceptance by OPW of an order from the Reseller. The Reseller may not cancel or modify any order which has been received by OPW, unless specifically permitted to do so by OPW in writing. Changes to an order will not be accepted if the order has been delivered. OPW reserves the right to deliver all or a portion of any order, including partial orders. OPW shall be permitted to deliver as and when Products are or become available and the Reseller shall pay for such portion of the delivery as is actually delivered.

6.    DELIVERY

Orders over $110.00 (inc GST) will be delivered free of charge. Orders under $110.00 (inc GST) may incur a $11.00 (inc GST) freight charge. Where prices are stated as inclusive of delivery, delivery is to the delivery point specifically accepted by OPW.

7.    RETURNS

OPW will accept returns in accordance with the terms and conditions of its then current returns policy available at www.ce.com.au or upon Reseller request.

8.    ADVERTISING AND PROMOTION

8.1.    The Reseller will  promote the distribution and sale of the Products at its own risk and expense and ensure that any notices relating to Intellectual Property Rights appearing in or on the Product or literature relating to the Product are not altered or removed;

8.2.    OPW will supply any available promotional and advertising material (including any artwork) that the Reseller reasonably requests.

9.    OPW INTELLECTUAL PROPERTY

9.1.    OPW hereby grants to the Reseller the non-exclusive right to use OPW Intellectual Property in the promotion, advertisement and sale of the Products.

9.2.    The Reseller shall not, without the prior written consent of OPW, alter or make any addition to the labelling or packaging of the Products or use OPW Intellectual Property other than for purposes contemplated by these Terms.

9.3.    For the purposes of these Terms, OPW Intellectual Property means the trademarks, trade names, logos, copyright, plans, designs, know how and other Confidential Information provided by OPW to the Reseller.

10.    RESELLER INDEMNITY

10.1.    Reseller will indemnify OPW, its affiliates, officers, employees and agents against all losses or costs arising out of or in connection with these Terms including but not limited to:

(a)    any breach of these Terms or failure to comply with any applicable laws, regulations or codes of practice;

(b)    the breach or default of any of the Reseller’s representations; warranties, duties or obligations;

(c)    any negligent act or omission of the Reseller; or

(d)    any losses or costs caused to another person by the Reseller, its employees, agents or subcontractors.

11.    LIABILITY

11.1.    To the fullest extent permitted by law, the liability of OPW under or arising out of or in connection with these Terms or the supply of Products or services, shall be limited at the option of OPW, to:

(a)    If the breach or liability relates to goods:

(i)    the replacement of the goods or the supply of equivalent goods;

(ii)    the repair of the goods;

(iii)    the payment of the cost of replacing the goods or of acquiring equivalent goods; or

(iv)    the payment of the cost of having the goods repaired;

(b)    if the breach or liability relates to services;

(i)    the supplying of the services again; or

(ii)    the payment of the cost of having the services supplied again.

11.2.    Except to the extent that the law provides that liability is not able to be excluded, OPW shall not be under any liability to the Reseller in respect of any loss or damage (including consequential or indirect loss or damage or loss of profits, loss of use or loss of data), however caused, which may be suffered or incurred or which may arise directly or indirectly in respect of the Products, any services supplied by OPW or the failure of OPW to comply with these Terms.

12.    CONFIDENTIALITY

12.1.    The Reseller undertakes that it shall keep confidential and shall not disclose or make available to any third party any of OPW’s information (including pricing) and material of whatever nature and in whatever medium it is communicated, or becomes available to, or accessible by the Reseller in the course of provision of the Products or any services (“Confidential Information”).

12.2.    The obligations stated in clause 12.1 shall not apply to any information which is already publicly available or in the lawful possession of the Reseller, required to be disclosed by law or a regulatory authority, or disclosed by the Reseller with the prior written consent OPW.

13.    GST

The appointment under clause 2 is subject to the Reseller having an Australian Business Number and being registered under the GST law. OPW reserves the right to recover from the Reseller all GST payable in respect of the supply of Products to the Reseller.

14.    NO PARTNERSHIP OR AGENCY

Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

15.    ENTIRE AGREEMENT

These Terms will apply to the exclusion of all other terms and conditions contained in the Reseller’s order. In the event of any inconsistency, OPW will be deemed, by delivering the Products or supplying the services to the Reseller to have made an offer to the Reseller to sell the Products or supply the services pursuant to these Terms, which offer will be deemed to have been accepted if the Reseller retains the Products or accepts the Services. OPW reserves the right to change these Terms at any time. Additional terms and conditions also apply when order is placed via NetXpress, which are displayed on NetXpress.

16.    PRIVACY

In handling of any “personal information” as defined in the Privacy Act 1988 (Cth), both parties formally acknowledge and agree to comply with the requirements of the Privacy Act, any guidelines issued by the Privacy Commissioner, and any equivalent State or Territory legislation.

17.    JURISDICTION

17.1.    These Terms are governed by and will be construed in accordance with the laws of New South Wales and the parties agree to submit to the jurisdiction of that state.