General

You, the Buyer expressly agrees that these terms and conditions govern its purchase of any Products from Classic Ice Cream Van Pty Ltd ("CICV"), and the provision of any and all other materials, goods and services from and by CICV, and any of its divisions, subsidiaries and affiliates as well as by third party vendors and/or service providers of CICV. Buyer further agrees that these terms and conditions, whether printed on a purchase order or otherwise, supersede and take precedence over Buyer's supplemental or conflicting terms and conditions to which notice of objection is hereby given. Any conflicting statements or terms on Buyer's purchase orders, invoices, confirmations or other Buyer-generated documents are negated by this Agreement. CICV's performance of any obligation to Buyer is expressly made conditional on Buyer's acceptance and agreement to CICV's terms and conditions of sale herein, unless otherwise agreed to in writing by CICV. In the absence of such agreement, CICV's commencement of performance and/or delivery of Product shall be for Buyer's convenience only, and shall not be deemed or construed to be acceptance of Buyer's terms and conditions or any of them. Buyer's acceptance of any Product or Products shall be deemed acceptance of the terms and conditions stated herein. Acceptance by Buyer is limited to and conditioned upon Buyer's assent to these terms and conditions. Neither CICV's commencement of performance or delivery shall be deemed or constituted as acceptance of Buyer's supplemental or conflicting terms and conditions. Buyer's acceptance of the Products and/or Services from CICV shall be deemed to constitute acceptance of the terms and conditions contained herein. THESE TERMS AND CONDITIONS MAY ONLY BE WAIVED OR MODIFIED IN A WRITTEN AGREEMENT SIGNED BY A DULY AUTHORIZED OFFICER OF CICV.

Quotations and Pricing

Unless otherwise indicated, all price quotes are based on a cash discount offered to all buyers for payment by cash or check as permitted by law. The prices for Products are set forth in CICV's quotation which may be increased, decreased or otherwise changed at any time upon prior notice to BUYER.  Unless otherwise noted in the quotation, published or quoted prices are net ex-works CICV's facilities located in Hong Kong or ex-works at CICV's other places of product origin as described by CICV.

Buyer's Financial Condition

This Agreement and all shipments made hereunder shall at all times be subject to the approval by CICV of Buyer's financial condition. If the financial condition of BUYER at any time becomes unsatisfactory to CICV, in CICV's sole discretion, or if BUYER fails to make any payment when due, in addition to any other rights CICV may have, CICV may defer or decline to make any shipment or shipments hereunder or may condition any such shipment upon receipt of satisfactory security or cash payments in advance.

Payment

Except as otherwise specified, all payments are due and payable in AUD dollars within approved term by CICV's Credit Department. CICV reserves the right to require alternative payment terms, including, without limitation, a letter of credit or payment in advance. Payments not made by the due date may incur, at the sole discretion of CICV, a late payment service charge of the lesser of one and one-half percent (1-1/2%) per month or the maximum rate permitted by law, computed from the date payment was due. All payments, including deposits, shall be non-refundable.

Warranty

CICV warrants to the BUYER that supplied standard Products sold will meet or exceed advertised specifications as published at the time of order acceptance, and be free from defects in Product and workmanship for the specified Product warranty period from date of original shipment. CICV will repair or replace any defective Product with the exception of any items identified as "not refundable" or "non-refundable" on the product detail page. The BUYER must contact the manufacturer for repair or replacement for products identified as "not refundable" or "non-refundable" on the product detail page. The warranty period of the repaired or replaced Product shall be for the remainder of the original Products warranty or thirty (30) days, whichever is greater. The warranty does not cover any Products which have been opened, misused, modified (without the prior written consent of CICV), have been subjected to unusual stress, have been improperly maintained or on which any original serial numbers or other identification marks have been removed or destroyed, all of which are subject to the determination of CICV in its discretion. In any event, CICV's liability shall be limited to the replacement value of any damaged or defective part.

Warranty Repair

A Return Product Authorization (RMA) number must be obtained from CICV's Customer Service Department prior to the return of any Product for warranty repair. The following information is required to obtain a RMA number: CICV Item Number, serial number, Qty, Invoice Date, Invoice Number, Problem Description, shipping information, shipping instruction, including carrier information. The Buyer will be solely responsible for loss or misplacement of Product returned without an RMA number. Insufficient packaging may result in loss of warranty. All warranty will be void if inspection finds that the Product has been abused, misused, or altered without authorization. Product received more than 15 days after the RMA was assigned are subject to refusal at the discretion of the RMA Department.

Return Product Authorization (RMA)

A Return Product Authorization (RMA) number must be obtained from CICV's Customer Service Dept. prior to the return of any Product. RMA is acceptable within 30 days from the invoice date. The following information is required to obtain a RMA number: CICV Item Number, serial number, Oty, Invoice Date, Invoice Number, Problem Description. The Buyer will be solely responsible for loss or misplacement of Product returned without a RMA number. Product received more than 15 days after the RMA number is assigned is subject to refusal at the discretion of the RMA Department.

Retuned items shipping costs are solely at the expense of the buyer.

Cancelation

Neither this Agreement nor any release hereunder is subject to cancelation by BUYER except upon (a) written request of BUYER and (b) written approval of CICV. Because CICV's expenses related to canceling firm orders are dependent upon (i) CICV's inventory carrying costs, (ii) the likelihood of CICV quickly selling the subject Products to other Buyers, (iii) CICV's other related out-of-pocket costs, and (iv) administrative costs, CICV may charge BUYER a cancelation fee.

Cancelation of Standard Product

If CICV determines the Product being cancelled to be Standard Product, CICV may charge a cancelation charge according to the (a) quantity being cancelled, (b) time frame between Buyer's request to CICV to cancel and the order's scheduled ship date, and (c) dollar amount of order being cancelled. The calculation of the exact cancellation charge will be at CICV's discretion. Any orders that constitute twenty-five percent (25%) of the previous six (6) month usage of a particular Product and Option will be deemed "custom" and will follow the cancellation condition of Custom Product, set forth below.

Cancelation of Custom Product

If CICV determines the Product being cancelled to be Custom Product, as defined above, or if any Product developed by CICV under special contract or requiring conformal coating, extended temperature components, or any type of customization as requested by the BUYER, CICV may deny Buyer's cancellation request. If CICV permits the cancellation of Custom Product, BUYER agrees to pay CICV for all of CICV's out-of-pocket costs associated with the cancellation of the order including, but not limited to: (i) raw Products, (ii) work in process, (iii) inventory carrying costs, (iv) scrapping and disposal fees, and (v) a reasonable and equitable profit for CICV, which shall not be less than twenty percent (20%) of such costs. In no case will the cancellation charge be less than CICV's actual costs (including overhead and other indirect costs). The amount of cancellation charge to be charged to BUYER shall be determined at the sole discretion of CICV and may equal 100% of the amount of the order at the time of CICV's receipt of Buyer's request for cancellation. BUYER is entitled to receive a written notice from CICV setting forth how the cancellation charge was calculated. Upon payment of the cancellation charge, BUYER shall be entitled to receive all raw Products and work in process, and Fujited agrees to ship such goods to BUYER at Buyer's expense. CICV reserves the right, by written notice of default, to cancel any order, without liability to BUYER, in the event of the happening of any of the following: insolvency of BUYER, the filing of a voluntary petition in bankruptcy by BUYER, the filing of an involuntary petition to have BUYER declared bankrupt, the appointment of a receiver or trustee for BUYER, the execution by BUYER of an assignment for the benefit of creditors, the discontinuance of business by BUYER, or the sale by BUYER of the bulk of its assets other than in the usual course of business.

Limitation of Liability

IN NO EVENT SHALL CICV BE LIABLE FOR ANY COSTS OR PROCUREMENT OF SUBSTITUTE PRODUCT(S) OR MATERIALS, OR FOR ANY GENERAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF GOOD WILL, AND LOSS OF USE OF DATA, RESULTING FROM CICV'S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT OR THE FURNISHING, PERFORMANCE OR USE OF ANY PRODUCTS, GOODS OR SERVICES SOLD PURSUANT HERETO, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, PRODUCT LIABILITY, THE NEGLIGENCE OF CICV OR ANY OTHER THEORY OF LAW OR EQUITY, EVEN IF ON NOTICE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CICV'S LIABILITY EXCEED THE U.S. DOLLAR AMOUNT EQUAL TO THE PURCHASE PRICE PAID BY BUYER FOR SUCH PRODUCTS, GOODS OR SERVICES GIVING RISE TO SUCH LIABILITY. THE DAMAGE LIMITATIONS PROVIDED IN THESE TERMS AND CONDITIONS SHALL BE EXCLUSIVE AND SHALL BE BUYER'S SOLE REMEDY. THE ABOVE DISCLAIMERS AND EXCLUSIONS INCLUDE ANY LIABILITY THAT MAY ARISE OUT OF THIRD PARTY CLAIMS AGAINST BUYER. THIS ALLOCATION OF RISK IS REFLECTED IN THE PRICE OF THE PRODUCTS. THIS LIMITATION SHALL SURVIVE FAILURE OF ANY ESSENTIAL PURPOSE. BUYER ASSUMES ALL LIABILITY FOR ANY AND ALL DAMAGES ARISING FROM OR IN CONNECTION WITH, THE USE OR MISUSE OF THE PRODUCTS BY BUYER, ITS EMPLOYEES, OR OTHERS. CICV'S LIABILITY SHALL TERMINATE UPON THE EXPIRATION OF THE WARRANTY PERIOD OF SAID PRODUCT.

Governing Law

This Agreement shall be construed, governed and enforced in accordance with the laws of Victoria, Australia. 

Forum Selection

The parties agree that any legal action between them arising out of or in connection with this Agreement or any Purchase Order shall be commenced and maintained only in Victoria, Australia, and that such courts shall have exclusive jurisdiction of and shall provide the exclusive venue for any such action. BUYER HEREBY UNCONDITIONALLY AGREES THAT IT IS PERSONALLY SUBJECT TO AND HEREBY CONSENTS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT IT WILL NOT CONTEST THE JURISDICTION, VENUE OR CONVENIENCE OF SUCH COURTS IN ANY ACTION COMMENCED BY CICV RELATING TO THIS AGREEMENT OR ANY PURCHASE ORDER.

Typographical Or System Errors

In the event a CICV product is listed at an incorrect price due to typographical error or systems error, CICV shall have the right to refuse or cancel any orders placed for product listed at the incorrect price. CICV shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, Ma Labs shall issue a credit to your credit card account in the amount of the original charge.

Service and Support

CICV does not offer any technical assistance or support for any products or services with the exception of build-to-order products assembled or manufactured by CICV. Technical assistance and supports requests for all other products and services must be submitted to the product manufacturer or service provider.

Customer Information

CICV is not liable for any damages that may result from incorrect order information including customer name, address, phone number, credit card number, shipping method selection, or other payment information entered into the system by the customer.

Restocking Fee

All returns for refund are subject to a 30% restocking fee unless waived by CICV.

Lost or Stolen Packages

BUYER must notify CICV about lost or stolen packages within 14 days of invoice date in order to begin the claims process with the shipping carrier.

Delivery

Orders will be delivered to the address specified by the BUYER. CICV does not control the recipient at the designated address. CICV is not responsible for orders that are stolen after they are delivered. Proof of dispatch of merchandise will bind the BUYER.