Diagnostic Tool - Conditions of Sale

1. Parties

a. These terms and conditions of sale apply to the sale of the following products, by Victorian Automotive Chamber of Commerce trading as OurAuto ABN 63 009 478 209 (Seller) to the customer (Customer).
i. Diagnostic Tool (Product)
ii. Heavy Duty III as an add on module to the OurAuto Series I or Series II diagnostic tool (Product)
iii. Heavy Duty III standalone truck scan tool (Product)
b. The Customer acknowledges and accepts that the Seller and the Customer rely upon the Supplier of the Product as to the performance and support of the Product. The Supplier is Launch Tech Telematics Australia Pty Ltd trading as Launch Tech Telematics ABN 48 005 687 801 (Supplier).
c. Diagnostic Tool S3 Premium: Software updates are included for the first 36 months. After 36 months, the Customer will need to subscribe to
software updates and additional charges will apply.
d. Diagnostic Tool S3 Lite: Software updates are included for the first 24 months. After 24 months, the Customer will need to subscribe to
software updates and additional charges will apply.
e. Heavy Duty Diagnostic Tool: Software updates are included for the first 36 months. After 36 months, the Customer will need to subscribe to
software updates and additional charges will apply.
f. Should the Customer choose to subscribe to the software updates, OurAuto will invoice the Customer and payment
is required by direct debit only, unless the Customer wishes to pay upfront.
g. The minimum commitment for software updates is 12 months. Further to this, the agreement will automatically renew at the expiry of each twelve (12) month period for a further twelve (12) months, unless the Customer notifies OurAuto in writing that they do not wish to continue. This must be done at least seven (7) days before the 12-month expiry of each year.

2. Orders

a. Until the Seller accepts in writing an order submitted by the Customer and receives the first instalment, the Seller is
not obliged to supply the Product so ordered to the Customer.
b. The Seller is not responsible to the Customer for a breach of its obligation to supply the Product pursuant to an order the Seller has accepted, or for any delay in delivery, if the failure to supply or the delay in delivery, is due to unavailability of the Product or is caused by matters beyond the reasonable control of the Seller (including, without limitation, acts of God, acts of government, war or other hostility, terrorism, national or international disaster, fire, explosion, power failure, equipment failure, strike or lockout, inability to obtain necessary supplies and any other force majeure occurrence).
c. Under no circumstances is the Seller liable for any indirect or consequential loss or damage (including, without limitation, loss of profit, revenue, goodwill, reputation or use) resulting from any breach of contract or warranty, including breach of an essential term. The Seller’s liability is limited to the order price of the Product (subject to Clause 9).
d. The Customer acknowledges that, to the extent permitted by law, all claims resulting from any defects in the Product are the sole responsibility of the Supplier.

3. Prices

a. Prices for the Product are set out in the Order Form determined by the payment plan chosen by the Customer in the Order Form.
b. Goods and Services Tax (GST) is payable as set out in the Order Form.

4. Payment

a. The price must be paid by instalments as set out in the Order Form.
b. Time is of the essence for all the Customer’s obligations.
c. In the event of any default on any instalment or payment required to be made by the Customer (Payment Default) in respect of an order or Product in accordance with these Conditions of Sale, the Seller may request payment immediately be made by the Customer of any and all amounts due and payable in respect of the remainder of the order or Product, including but not limited to any remaining instalments or payments, or any other payments owing by the Customer to the Seller in respect of any other account or Product (Default Notice)
d. The Seller reserves the right to charge interest to the Customer on any overdue payments at the rate of 10% per annum calculated from the date the payment is due until the date paid.
e. The Customer agrees to pay the Seller any reasonable expenses (including legal costs on a full indemnity basis) and any contingent expenses such as debt collection commission and court fees incurred in collecting any outstanding payments due by the Customer to the Seller.
f. The Seller may notify or register any Payment Default by a Customer to any credit institution.
g. All payments (other than the first instalment if so agreed by the Seller as being payable by cheque) are to be made by direct debit to the Customer’s nominated bank account or credit card in accordance with the separate direct debit terms as signed by the Customer.

5. Risk in the Product

a. The risk of loss or damage to the Product passes to the Customer on the date and at the time that the Product is delivered to or collected by the Customer.

6. Delivery

a. Any delivery times notified to the Customer are estimates only and the Seller is not responsible for late delivery.
b. If the Customer requests the Seller to postpone delivery of the Product beyond the delivery date or dates specified in the order, the Seller may agree to do so if the Customer pays an additional administration fee for such postponement and for storage charges.

7. Title

a. It is expressly agreed and declared that the Product remains the sole and absolute property of the Seller as legal and equitable owner until all instalments and money payable to the Seller have been paid in full to the Seller, but such Product will be at the Customer’s risk from the time of delivery of the Product to the Customer.
b. The Customer undertakes to care for the Product as if it was its own property and in a manner which makes the
Product readily identifiable as the Seller’s Product, until payment in full.
c. Until the Product is paid for in full by the Customer, the Customer may not resell or part with possession of the Product and must insure the Product for its full replacement value.
d. In the event that a Default Notice has been issued in accordance with clause 4 c. and the Customer has failed to rectify the outstanding payments noted in the Default Notice within 30 days, the Seller may repossess the Product held by the Customer and will have full rights to resell the Product.
e. The Customer’s right to possession of the Product ceases if it does anything or fails to do anything which would entitle a liquidator, a receiver, a receiver and manager, an administrator or a trustee to be appointed in respect of the Customer, its undertaking or property or any part thereof, or entitle a person to present a creditor’s petition for winding up the Customer.
f. The Seller may for the purpose of examination or recovery of the Product enter upon any premises where the Product is stored or where it is reasonably thought to be stored and may remove and take possession of the Product.

8. Personal Properties Security Act 2009 (PPSA)

a. These provisions apply notwithstanding any arrangement under which the Seller provides credit to the Customer. To the extent that there is any inconsistency, these provisions prevail.
b. The Customer acknowledges that this clause 8 constitutes a Security Agreement (as that term is described in the Personal Property Securities Act 2009 (PPSA)) in favour of the Seller in the Product supplied by the Seller to the Customer. The Customer acknowledges and agrees that:
i. the Seller may, without notice to the Customer, seek registration of its Security Interest pursuant to the PPSA
as a Purchase Money Security Interest;
ii. pursuant to section 275(6) of the PPSA, the Customer agrees that the Seller is not required to disclose to an interested person information regarding the Seller’s Security Interest unless required to do so pursuant to the PPSA or at law;
iii. the Customer will, upon the request of the Seller, promptly sign any documents, provide any further information and do anything else reasonably required by the Seller to enable perfection of the Seller’s Security Interest or registration of a Financing Statement or Financing Change Statement under the PPSA;
iv. the Customer will not register a Financing Statement or Financing Change Statement or make a demand to alter the Financing Statement pursuant to section 178 of the PPSA in respect of the Product without the prior written consent of the Seller;
v. the Customer will not grant any other Security Interest or any lien over the Products; and
vi. the Customer will give the Seller not less than 14 days written notice of any proposed change in their name or contact details.
c. The Customer waives its rights to receive any notices required under sections 95,118, 121, 130, 132, 135 and 157 of
the PPSA.

9. Claims and liabilities

a. Any claim by the Customer as to incorrect performance or breach of these terms and conditions (other than a claim made under Clause 9) must be made to the Seller in writing within 14 days of delivery, for which time is of the essence.

b. Where a claim relates to the warranties under Clause 10, the limitations and exclusions in that clause apply.
c. The Customer agrees that the total liability of the Seller, its employees, servants and agents is limited to one or more
of the following at the option of the Seller:
i. replacement of the Product supplied or supply of equivalent product;
ii. payment of the cost of replacing the Product or of acquiring equivalent product; or
iii. payment of the cost of having the Product repaired, and does not extend to consequential or indirect loss or
damage.

10. Warranties

a. The Customer will have the benefit of the 1 year warranty from the Supplier against defects (as set out in the Supplier Product brochure). This warranty does not apply where a defect has been caused by careless or improper handling, by non-adherence to operating instructions or by fair wear and tear.
b. For the purpose of making any warranty claim, the Customer must:
i. immediately upon becoming aware of circumstances giving rise to a claim under this clause, notify the Seller in
writing setting out full particulars of the claim; and
ii. as instructed, return the Product or allow the Seller or the Supplier or any of their employees and agents, full and free access to the Product in relation to which the claim is made and to the place where the Product has been operated or used for the purpose of conducting such tests as the Supplier may in its absolute discretion consider necessary to determine whether the claim is justified or not.

11. Returns

OurAuto accepts returns of Products in accordance with clause 10 above or in the event that the Customer ceases to trade or owes money to OurAuto. However, all returns are subject to acceptance by OurAuto, at its sole discretion, and can only be made if OurAuto deems that Product is in good working order, in good condition and incorporates all of its parts.

12. Waiver

a. No waiver by the Seller of any breach of these terms and conditions operates as a waiver of any other breach, and the doing and/or omission of any act, matter or thing whatsoever by the Seller, its employees or agents (which but for this clause ought or might amount to a waiver of the Seller’s rights in respect of any such breach or default) does not operate as a waiver in any way of the Seller’s rights and powers in respect of such breach or default.

13. Notices

a. Any notice required under this agreement must be in writing and given by email, post, facsimile or hand to the Seller or the Customer at the address set out in the Order Form or at such other address, email address or facsimile number as is notified in writing by one party to the other.

14. Governing law

a. This contract is governed by the laws of the State of Victoria notwithstanding the place in which the Product is to be delivered. The Customer and the Seller irrevocably submit to the exclusive jurisdiction of the Courts of or in that State and courts of appeal therefrom.

15. Whole agreement

a. These terms and conditions together with the Order Form (and any separate direct debit form) and any warranties implied by law which are not capable of being excluded or modified embody the whole agreement between the parties and, subject to the express terms contained in any written order and written acceptance thereof, all previous negotiations, representations, warranties, arrangements and statements (if any), whether expressed or implied, including any collateral agreement or warranty, regarding the subject matter or the intentions of either of the parties are merged in these terms and conditions and otherwise are hereby excluded and cancelled. The Customer acknowledges that it has not been induced to enter into this agreement by any representation, advice or information given or made by or on behalf of the Seller.
b. Any condition, guarantee or warranty which would otherwise be implied into these terms and conditions is, where permitted by law, excluded. Where legislation implies into these terms and conditions any condition, guarantee or warranty and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of or liability under such condition, guarantee or warranty, the condition, guarantee or warranty shall be deemed to be included in these terms and conditions. However the liability of the Seller for any breach of such condition, guarantee or warranty shall be limited, at the option of the Seller to one or more of the following:
i. the replacement of the Product or the supply of an equivalent product;
ii. the repair of the Product;
iii. the payment of the cost of replacing the Product with an equivalent product; or
iv. the payment of the cost of having the Product repaired.

16. Privacy Act Authority

a. For the purposes of assessing the creditworthiness of the Customer from time to time and the collection of payments, the Customer authorises the Seller, its employees and agents to make such enquiries as they deem necessary including, without limitation, making enquiries of and obtaining reports and data (as may be allowed by law) from persons nominated by the Customer as trade referees, the Customer’s creditors, bankers and financiers, credit providers, mortgage and trade insurers and credit reporting agencies (‘the information sources’). The Customer consents to the information sources providing to the Seller such information as is requested by the Seller and permitted to be given by law. The Customer also consents to the Seller disclosing personal information or the contents of any credit report to a credit reporting agency for the purpose of that credit reporting agency creating or adding to any credit information file in relation to the Customer.

Direct Debit Request Service Agreement (AUSTRALIA)

1. OUR COMMITMENT TO YOU

This document outlines our service commitment to you, in respect of the Direct Debit Request arrangements made between Victorian Automotive Chamber of Commerce trading as OurAuto (OurAuto) ABN 63 009 478 209 (User ID: 249293) and you. It sets out your rights, our commitment to you and your responsibilities to us, together with where you should go if you require further assistance.

2. INITIAL TERMS OF THE ARRANGEMENT

In terms of the Direct Debit Request arrangements made between us, and signed by you, we undertake to periodically debit your nominated account for the agreed amount in payment of fees.

3. DRAWING ARRANGEMENTS

• If any drawing is due on a non-business day, it will be debited to your account on the following business day.
• We will give you fourteen (14) days' notice when changes to the initial terms of the arrangement are made. This notice will state the new amount to be drawn on the next drawing date, and any other changes to the initial terms.
• If you wish to discuss any changes to the initial terms, please contact the OurAuto team on 1300 687 288 or email info@ourauto.com.au
• Each debit will be drawn on the same date depending on the date you join and the frequency you have chosen.

4. YOUR RIGHTS

If you wish to make amendments to the drawing arrangements, please contact the OurAuto team on 1300 687 288 or email info@ourauto.com.au
These changes may include:

• Altering the schedule
• Stopping an individual debit
• Cancelling the DDR completely
• Deferring the drawing
• Suspending the Direct Debit

5. ENQUIRIES

Please direct all enquiries to us in the first instance, rather than to your financial institution. Enquiries should be made at least five (5) business days prior to the next scheduled drawing date. All communication addressed to us must include your OurAuto Account number where applicable.
All personal information held by us will be kept confidential except that information provided to our financial institution to initiate the drawing on your nominated account.

6. RETURNS

Returns or cancellations, where applicable, will be refunded based on method of payment, with direct deposits being returned to the bank account of origin, credit card payments being refunded to the credit card used and cheque payments being refunded to the Company of issue, on a pro-rata basis.

All fees are charged in Australian Dollars (AUD).

7. DISPUTES

If you believe that a drawing on your account has been initiated incorrectly, please contact us on 1300 687 288 or email info@ourauto.com.au.

If you do not receive a satisfactory response from us to your enquiry, please contact your financial institution who will respond to you with an answer to your claim:

• Within 5 business days (for claims lodged within 12 months of the disputed drawing or
• Within 30 business days (for claims lodged more than 12 months after the disputed drawing).

8. YOUR COMMITMENT TO US

It is your responsibility to ensure that:

• Your nominated account can accept direct debits
• On the drawing date, there are sufficient cleared funds in the nominated account
• You advise us if the nominated account is transferred or closed.

If the drawing is returned or dishonoured by your financial institution, you will be notified by OurAuto. Any transaction fees charged to OurAuto in respect of the above will be charged to you.