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Ultra IT Terms and Conditions


In these terms and conditions:
a) “Seller” means ULTRA IT LIMITED and its agents, successors and assigns.
b) “Buyer” means the person, firm, company or entity buying the Goods from the Seller
c) “Goods” means all Goods the subject matter of any contract for purchase between the
Seller and Buyer, including where the context permits a resulting product into which the
Goods are so incorporated, manufactured or commingled that their identity is lost in the
resulting product.

  1. Contract:
    All Goods supplied by the Seller to the Buyer are supplied subject to the following Terms and
    Conditions of Sale which shall prevail despite any indication to the contrary by any person,
    agent or representative acting or purporting to act on behalf of the Seller.
  2. Supply of Goods:
    Goods will be supplied where either direct credit, cheque or credit card payment
    accompanies an order or where a duly authorised Company Purchase Order has been
    received (whether in writing or verbal) and is charged against an account previously opened
    with the Seller.
  3. Pricing:
    All prices listed are GST Exclusive unless otherwise stated. Prices are subject to change
    without notice.
  4. Payment
    The Buyer agrees to pay to the Seller in full all invoices by the due date with no off-set or
    The due date shall be defined as the earlier of:
    a) On or before the due date for payment as listed on the invoice; ii) Immediately when the
    Buyer sells or disposes of the Goods; or iii) At the completion of any action which involves
    the Buyer’s solvency at which time the Buyer shall keep the proceeds of any sale separate
    from the Buyer’s funds.
    b) Where the Buyer’s account is overdue the Seller may, at its discretion, refrain from
    supplying any further Goods.
    c) The Buyer agrees to pay interest on all sums and overdue amounts outstanding at 1.5%
    per month from the due date or date of default as the case may be until payment is made.
    Interest will be compounded monthly and added to the overdue amount.
    d) If a solicitor or debt collector is instructed by the Seller to enforce or attempt to enforce
    any rights pursuant to these terms and conditions of sale then the Buyer agrees to reimburse
    (with all monies due) any liabilities, fees and disbursements as charged to the Seller as a
    e) The Seller may at its discretion apply any payments it receives from the Buyer in and
    towards the satisfaction of any indebtedness of the Buyer to the Seller and it shall not be bound by any conditions or qualifications that the Buyer may make in the relation to such payments.
  5. Personal Property Securities Act 1999:
    a) The Buyer grants to the Seller a security interest in the Goods and all the Buyer’s present
    and after acquired property supplied by the Seller and their proceeds and accessions to
    secure payment of the purchase price of the Goods and all outstanding debts and
    obligations of the Buyer to the Seller.
    b) The Buyer will provide such information, do such acts and execute such further
    documents as in the Seller’s opinion may be necessary or desirable to enable the Seller to
    perfect under the PPSA the security of interest created by the these terms and conditions as
    a first priority interest or with such other priority as the seller may agree in writing.
    c) The Buyer will supply the Seller within 7 business days of written request copies of all
    documents granting security interests registered over the Buyer’s personal property. The
    Buyer authorises the Seller as an agent to request copies of all documents granting security
    interests registered over the Buyer’s personal property. The Buyer authorises the Seller as
    an agent to request any information from any secured party relating to any security interest
    which is held in any personal property which is or has been in the Buyer’s possession or
    d) The Buyer will immediately notify the Seller in writing of any change in the Buyer’s name.
    e) The Buyer agrees sections 114(1)(a), 116, 117(1)(c), 119, 120(2), 121, 125 to 127, 129,
    131 to 133 of the PPSA shall not apply to these Terms and Conditions or the security
    created hereunder.
    f) The Buyer waives the right to receive a copy of the verification statement confirming
    registration of a financing state or a financing change statement relating to the security
    interest created by these Terms and Conditions.
    g) The Buyer must not create, or allow or permit the creation of, a security interest (as
    defined in the PPSA) in any of the Good in favour of any person other than the Seller without
    first obtaining the Seller’s written consent, not may the Buyer allow or permit the creation of
    a lien over any of the Goods.
  6. Delivery:
    The Seller shall use its best endeavours to arrange prompt delivery of goods ordered. Dates
    given by the Seller for delivery shall be deemed to be indicative only but will not be accepted
    as a condition of sale. If delivery of the goods is delayed for any reason whatsoever the
    Seller shall not be liable in any way for the loss of revenue or profits or any consequential
    loss or damages for failure to deliver on such date.
  7. Freight and Handling:
    Goods are sold ex store with any freight and handling charges for the account of the Buyer.
    Goods returned from evaluation or for warranty claims must be consigned by the Buyer
    freight pre-paid.
  8. Risk: Risk of any loss, deterioration or damage of or to the goods shall be borne by the Buyer from the time of despatch from the premises of the Seller. The Buyer shall insure and keep insured the goods to the full price against all risk until the Seller has received payment for the goods in full. The Seller will not be held liable for any damage,
  9. Ownership of Goods
    All goods shall remain the property of the Seller as legal and equitable owner pending
    cleared payment in full of all moneys due and owing in respect of the Goods owed by the
    Buyer to the Seller. The Buyer acknowledges that the Buyer is in possession of the Goods
    as bailee for the Seller pending payment in full of all moneys due to the Seller. Unless the
    Seller directs otherwise, the Buyer may dispose of any Goods to third parties by the way of
    bona fide sale at full market value in its normal course of trading.
  10. Default
    a) In addition to any other provision hereof, the Buyer shall be in Default if any of the
    following events shall occur:
    b) If the Buyer fails to pay any amount due by the due date. ii) If the Buyer fails to meet any
    obligation to the Seller. iii) If the Buyer becomes insolvent. iv) If a Receiver, Liquidator or
    Official Manager is appointed in respect of the Buyer. v) If a compromise arrangement with
    the Buyer’s creditors is made or likely to be made. vi) If the Buyer ceases or threatens to
    cease carrying on business. vii) If the ownership or effective control of the Buyer is
    transferred, or the nature of the Buyer’s business is materially altered. viii) If the Buyer does
    or permits any act or thing likely to prejudice or put at risk the Goods or the Seller’s rights or
    interest (including its security interest) in the Goods.
    c) For the purposes of clause 10a) hereof, a reference to the Buyer shall include the

d) If an event of Default shall occur (notwithstanding that the Seller may have waived some
previous default by the Buyer) then:
e) All sums owing by the Buyer to the Seller shall become immediately due and payable. ii)
The Seller may, without prior notice, enter the premises of the Buyer or any other premises
that the Buyer is authorised to enter and retake possession of the Goods and sell them
without being liable in any way to the Buyer. Furthermore, the Buyer shall indemnify the
Seller for all costs (including legal costs), claims by third parties or whatsoever in retaking
possession and selling the Goods. iii) The Seller may by notice in writing suspend or
terminate the Credit Account.
f) Notwithstanding the foregoing, the Seller shall be entitled at any time in its sole discretion
and without notice to the Buyer to suspend or terminate any credit account with the Buyer
and the Buyer shall forthwith deliver the Goods to the Seller at its place of business or at
such other place as shall be agreed upon.

  1. Product Warranties:
    The Seller warrants all goods to be free from defect and, unless stated otherwise, such
    warranty shall be for a period of 12 months from date of purchase. The Seller shall, at its
    option, repair or replace any defective goods provided that the goods have not been subjected to improper use and that the claim is within the provisions of the warranty applicable to the respective products. Proof of date of purchase may be requested by the Seller to support any warranty claim. The Specifications of all products are approximate and are subject to change without notice.
  1. Returns: The Seller will not accept the return of goods already invoiced unless any such
    return is arranged in advance. Where the Seller accepts returned goods a 20% restocking
    fee may be levied. Approval for credit returns must be requested on the Seller’s Return
    Authority (RA) form within 14 days of receiving the goods. Approval for credit is at the
    Seller’s exclusive discretion and any goods approved for return must be:
    -Returned to the Seller within 7 days of receiving RA approval; -Returned free into the
    Seller’s store with all costs including the original shipping costs to the Buyer being payable
    by the Buyer; -In “as new” condition in the manufacturer’s original container, unsoiled and
    No credit will be issued for: -Goods received without an approved RA. -Goods returned more
    than 30 days from the invoice date. -No cash refund will be given for goods returned and
    accepted by the Seller but a credit will be applied against the buyers account.
  2. Errors and Omissions:
    The Seller shall not be liable for any errors or omissions or for incidental or consequential
    damages arising from the supply or use of any Goods supplied by the Seller.
  3. Exclusions of Liability:
    To the maximum extent permitted by law, the Seller shall not be liable for lost profits, loss of
    goodwill or any incidental or consequential damages. Further the Buyer agrees that in no
    case shall the liability of the Seller exceed the purchase price of the goods giving rise to any
  4. Privacy Act The Buyer consents to the Seller making inquiries of third parties with regard
    to the Buyers credit worthiness and receiving and disclosing information in respect of the
    Buyer to such third parties as deemed appropriate by the Seller.
  5. The above-named applicant (“the Buyer”) accepts the Terms and Conditions of Sale
    (including any Special Conditions of Sale) as set out in the continuation of this form.
  6. The Buyer acknowledges that, on signing this agreement, it grants ULTRA IT LIMITED
    (“the Seller”) a security interest over all of the Buyer’s present and after acquired Goods
    supplied by the Seller and which secures payment by the Buyer of all amounts from time to
    time owing by the Buyer to the Seller in respect of this agreement and any other agreements
    between the Buyer and the Seller, including any future advances.
  7. The Buyer agrees that the Seller may register a financing statement in respect of the
    security interest hereby created on the Personal Property Securities Register.
  8. Notwithstanding any other term of this agreement, the Seller may withhold possession of
    the Goods from the Buyer until such time as the Seller is satisfied with the creditworthiness
    of the Buyer and the Seller perfects its security interest in accordance with the Personal
    Property Securities Act 1999 (PPSA)