LEGAL RELATIONS

These Terms & Conditions are intended to create a legally binding agreement between the parties under the terms set out herein.

INTERPRETATION

In these Terms & Conditions:

(a) 'Goods' means the items ordered by You from Us through the Web Site.

(b) "GST" and "tax invoice" have the same meaning as under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(c) 'Us', "We" and "Quantum" means Quantum XPC P of 3 Silverwood Drive, HEAHFIELD 5153 South Australia .

(d) "Web Site" means the Internet web site operated by Us and located at xpc.com.au

(e) 'You' means the purchaser specified in the order.

ORDERING

•  By placing an order for Goods through this Web Site, You are making an offer to purchase the Goods specified by you in your order at the price specified by the Web Site's pricing mechanism for your order. We may in our absolute discretion accept or reject your order.

•  Upon us accepting your order (which acceptance we need not communicate to you), you enter into a legally binding contract with us under these Terms & Conditions. All Goods ordered through this Web Site are sold subject to these Terms & Conditions.

•  These Terms & Conditions shall prevail over any of your conditions if inconsistent.

•  All representations, statements, terms and conditions not embodied in these Terms &

•  Conditions are expressly excluded to the fullest extent permitted by law.

•  These Terms & Conditions constitute a separate contract in relation to each order made by You.

PRICE

•  Unless otherwise stated, all prices quoted are inclusive of GST but exclusive of:

•  any other tax, duty, levy, charge in respect of any Goods or service supplied by Us or

•  fees paid to or received by Us;

•  freight, postage, packaging, handling, insurance and any other expenses or charges.

PAYMENT

•  If You have a credit account with Us, we will issue you with an electronic printable tax invoice and debit your credit account with Us, such credit account being payable no later than the last day on which payment is due under our credit terms previously notified to you.

•  If You do not have a credit account with Us, we will issue you with an electronic printable tax invoice, the price indicated on which must be paid by You before we will deliver the Goods or make them available for collection.

•  Payment of the amounts owed by You to Us under these Terms & Conditions shall be deemed to have been made when cash or electronic funds have been received, or cheques for the price and all other moneys have been met and honoured in full, or credit card payment has been successfully processed. If any such payment is subsequently dishonoured or reversed, the dishonoured amount will again become payable.

•  If You fail to pay for any Goods as required by this clause then, without prejudice to any other right or remedy, We shall be entitled to charge interest on the outstanding amount from the date of the invoice until paid at the rate of 15% per annum.

DELIVERY AND RECEIPT OF GOODS

•  All Goods delivered by Us to You shall, to the full extent permitted by law, be deemed to have been received by You in good order and condition and in accordance with any applicable specifications as soon as the delivery docket has been signed by You, your agent or your carrier.

•  In your order through this Web Site, if you indicate that your desired method for delivery is:

•  collection by you, the Goods will become available from our offices in the State of South Australia (or Agent in other States) at such date(s) as advised by us, and we shall not be responsible for loss or damage to Goods after they become available for collection even if such Goods remain in our possession;

•  delivery to you, We will deliver the Goods to the address nominated by you at which point risk in the Goods will pass to You.

•  You will be responsible for loss or damage to Goods in transit if the Goods are collected from Us by your own carrier.

•  All Goods delivered by Us to You shall, to the full extent permitted by law, be deemed to have been received by You in good order and condition and in accordance with any applicable specifications as soon as the delivery docket has been signed by You, your agent or your carrier.

•  In your order through this Web Site, if you indicate that your desired method for delivery is:

•  collection by you, the Goods will become available from our offices in the State of South Australia (or Agent in other States) at such date(s) as advised by us, and we shall not be responsible for loss or damage to Goods after they become available for collection even if such Goods remain in our possession;

•  delivery to you, We will deliver the Goods to the address nominated by you, and risk of loss or damage to Goods shall pass to you upon our delivery to the carrier unless at the time of placing your order you choose the option of insurance which we may make available in our absolute discretion.

•  You will be responsible for loss or damage to Goods in transit.

•  We shall not be responsible for any loss or damage to You for any late delivery or non-delivery of Goods.

OWNERSHIP OF GOODS

Ownership of goods transfers at the time of acceptance of goods by either You or Your Agent. Agents include common carriers acting on your behalf, whether arranged by You or US. AND as governed by the following rules being abided by:

RETENTION OF TITLE

• i. Notwithstanding any other clause contained herein the FULL legal and equitable title in the Goods shall be retained by Us, our lawful successors in title and assigns and will only be transferred when your indebtedness to Us or our lawful agents for the purpose under these Terms & Conditions, together with any GST or interest payable is fully discharged.

• ii. Until the moment of receipt of FULL payment of all your indebtedness as referred to in each paragraph herein.

• iii. Herein You shall keep the Goods for and on our behalf.

• iv. Notwithstanding any other clause contained herein the risk in all Goods shall pass to You upon delivery; all Goods must be paid for notwithstanding destruction or damage however caused.

• v. You shall ensure that the Goods are stored in such a way that they are clearly identifiable as our property and are not intermingled with other property. You shall not in any way alter or treat the Goods so as to change their quality or nature in any way until as aforesaid.

• vi. We authorise You to sell the Goods as our fiduciary agent for the account of Us only. Proceeds of sale are our property and You shall hold proceeds on trust for Us as fiduciary. You shall keep separate records of Goods sold and amount(s) received. Amount(s) received shall be held in a separate bank account.

• vii. While We retain FULL legal and equitable title in the Goods You shall not bail, pledge, mortgage, charge, grant a lien over, lease or assign the Goods by any other way of security. Only sales pursuant to para. (i) are permitted. (iii) Notwithstanding any period of credit allowed by Us, You shall account to Us for the purchase price of the Goods, (or such part thereof as represents the Goods on-sold) as soon as the Goods (or any of them) are on-sold by You and the proceeds of such sale are received by You.

WARRANTY

•  We will make good by repair, or at our option, by the supply of a replacement, defects in any goods manufactured by Us which under proper use, fair wear and tear excluded, appear in the goods within a period of one hundred and eighty (180) days after the delivery date or ninety (90) days from the date the article is placed in service, whichever expires first, and which arise solely from faulty design, materials or workmanship. In the case of goods manufactured by others, We will give You the same warranty as given to us by the manufacturer or supplier thereof, provided always that the defective items are delivered to our premises at your expense.

•  Except to the extent that the exclusion, restriction or modification of certain conditions, warranties and rights is prohibited in the context of these Terms & Conditions by the Trade Practices Act 1974 (Cth) or any equivalent State or Territory legislation, any conditions, warranties or rights implied to your benefit by legislation, conduct or common business practice are hereby excluded to the maximum extent permissible.

•  Without derogating from subclause (a), where a condition, warranty or right cannot be excluded by under section 68A of the Trade Practices Act 1974 (Cth) or any equivalent State or Territory legislation may be restricted, Our liability is limited to the replacement of the Goods or the supply of equivalent Goods, or the repair of the Goods, or 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.

LAW APPLICABLE

These Terms & Conditions and any orders made through this Web Site are subject to the laws, and exclusive jurisdiction of the courts and tribunals, of South Australia .

GENERAL MATTERS

We may amend these Terms & Conditions from time to time without notice to you. Such amendments applying to all orders placed after the amended Terms & Conditions were posted on the Web Site.

Our failure to enforce or exercise any right under these Terms & Conditions will not constitute a waiver of any right.

Any notice from Us to You will be deemed to have been given at the time of dispatch and any notice from You to Us will be deemed to have been given at the time of receipt, as cited in the Electronic Transactions Act 2000 (S.A.). The postal delivery rule is hereby expressly included for notices from Us to You but is expressly excluded for notices from You to Us.

DISCLAIMER AND LIMITATION OF LIABILITY

The Trade Practices Act and similar State and Territory Legislation in Australia may confer rights and remedies on the Customer in relation to the provision by Quantum XPC of this Website (including the various functions contained on this Website) which cannot be excluded, restricted or modified ("Non-excludable Rights"). Quantum XPC does not exclude any Non-excludable Rights but does exclude all other conditions and warranties implied by custom, law or statute.

Except as provided for by the Non-excludable Rights: a) this Website (including all Content and functions) is provided "as is" and without warranties of any kind, either express or implied, b) Quantum XPC and its suppliers expressly disclaim all warranties of any kind including but not limited to implied warranties of merchantability and fitness for a particular purpose, c) Quantum XPC does not warrant that any functions on this Website (including inter alia the Customer's access to this Website) will be uninterrupted or error-free, that any defects will be corrected or that this Website or the server which stores and transmits Content to the Customer or any other person accessing this Website are free of viruses or any other harmful components, d) Quantum XPC does not warrant or make any representations regarding any the Customer's access to, or the results of the Customer's access to, this Website (including any related or linked websites) or any Content in terms of correctness, accuracy, timeliness, completeness, reliability or otherwise.

Under no circumstances (including but not limited to any act or omission on the part of Quantum XPC) will Quantum XPC or its affiliates be liable for any indirect, incidental, special or consequential damages or loss of profits whatsoever which result from any use or access of, or any inability to use or access, this Website or any Content.

To the fullest extent permitted by law, Quantum XPC's liability for breach of any implied warranty or condition which cannot be excluded is limited at the option of Quantum XPC to the following:

•  in the case of services supplied or offered by Quantum XPC, (a) the supply of the services again, or (b) the payment of the cost of having services supplied again; and

•  in the case of goods supplied or offered by Quantum XPC, (c) the replacement of the goods or the supply of equivalent goods, (d) the repair of such goods, (e) the payment of the cost of replacing the goods or acquiring equivalent goods, or (f) the payment of the cost of having the goods repaired.

Although we have used our best efforts to ensure that the pages on this site are accurate and complete, the information contained therein should not be relied upon.

If reliance is placed upon the information on this site we do not accept liability for any loss which may arise from such reliance. In addition, information on this site may be changed at any time without notice.

General Commercial Terms

This Website is provided for the purposes of allowing the Customer to do the following with an industry standard web browser (referred to collectively as the "Authorised Purposes"): a) access as presented on this Website information about Quantum XPC, the terms of the relationship between the Customer and Quantum XPC, and the goods and/or services presented on this Website, and b) communicate to Quantum XPC the Customer's desire to purchase goods and/or services presented on this Website. The Customer must use this Website solely for the Authorised Purposes.

The Customer must not disclose the login name and password or the Transaction details to any third party. The Customer must inform Quantum XPC immediately if the login name or password is disclosed in any manner contrary to the Terms of Use. The Customer will be responsible for all activity (including purchases) by any person who accesses this Website using the Customer's the login name and password or transaction details.

Notwithstanding anything in the Terms of Use or any other agreement between the Customer and Quantum XPC, all orders made on this Website are subject to acceptance by Quantum XPC, and no order will be deemed to be accepted by Quantum XPC until such acceptance has been confirmed to the Customer.

If the Customer wishes to retain a hard copy of any order it places on this Website, the Customer may print the relevant order confirmation as provided for on this Website using any industry standard web browser. The presentation of an order confirmation on this website indicates only that the relevant order has been received by Quantum XPC.

The decision by Quantum XPC whether or not to accept or fulfil any order will be based inter alias upon the Customer's account and credit status at the relevant time. Orders accepted by Quantum XPC will be confirmed by e-mail to the Customer. Quantum XPC reserves the right to delay or cancel any order at any time (including at the time of fulfillment).

If the Customer wishes to cancel any order, it must do so be telephoning Quantum XPC customer sales representative. No order will be cancelled after it has been picked for shipping regardless of when and where this occurs.

Quantum XPC's Customer Returns Procedure (CRP) will apply to all items which the Customer wishes to return.

The Customer expressly authorises Quantum XPC to communicate with the customer via e-mail regarding any order the Customer places on this Website, the Customer's account and/or credit status and other confidential information including the password which the Customer must enter to access this Website. Quantum XPC will send such e-mails to the e-mail address specified by the Customer at the time of account opening or as otherwise advised by the Customer to Quantum XPC either expressly in writing signed by an authorised representative of the Customer or on Registration Document which the Customer submits to Quantum XPC as part of its application to gain access to this Website.

Errors and Omissions

This Website contains information on goods and services which the Customer may purchase including inter alia product descriptions and specifications. With the exception of information relating to Quantum XPC pricing and stock availability, all product information has been provided by the relevant original equipment manufacturer and/or vendor and not Quantum XPC, and Quantum XPC has included it on this Website as a convenience only. The Customer should confirm all product descriptions and specifications with the relevant original equipment manufacturer or vendor before purchase.

Pictures on the website are indicative and serve for information purpose only. There are occasional errors which Quantum XPC web team will always endeavor to minimise. In the event of any type of error in a product description or price seen on the website or any site Quantum XPC advertises on, Quantum XPC reserves the right to cancel the order and notify the customer of such events. If customer credit card has already been charged for the purchase, a credit will be issued for the full amount.

Intellectual property

Contents herein are subject to provisions of the Copyright Act 1968 ( Australia ), you must not in any form or by any means:

•  copy, adapt, reproduce, broadcast, store, transmit, distribute, print, publish or create derivative works from any information or material on this Web site;

•  alter, decompile, disassemble, reverse engineer or modify any material or information that you receive from this Web site which can be accessed through this Web site; or

•  use or apply, for commercial purposes any material or information on this Website, without the prior written consent of Quantum XPC.

Any software which you down load from this Web site is governed exclusively by the licence terms accompanying the file or the terms of the licence agreement which accompanied the original product licensed by you which you are updating, and by down loading such software you agree to abide the terms of the licence. You must not reproduce or redistribute any software otherwise than in accordance with the relevant software licence.

Nothing contained on this Web site is intended to grant any express or implied right to you to use or exploit any patent, copyright, trademark or trade secret information.

Other
The Terms of Use embody the entire agreement between the Customer and Quantum XPC in respect of the Customer's access to, and use of, this Website and supersede all prior and contemporaneous agreements, arrangements and understandings between the parties with respect to its subject matter. This agreement will be governed by and construed in accordance with the laws of South Australia .

The Customer irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of South Australia.

If any provision of this agreement is found to be invalid or unenforceable by a court of law, such invalidity or unenforceability will not affect the remainder of the agreement which will continue in full force and effect.

All rights not expressly granted herein are reserved.