Pallet includes: SKU: S4040 Type: AA Total Pack Per Pallet: 320 SKU: S4041 Type: AAA Total Pack

TERMS AND CONDITIONS

Set forth below are the Terms and Conditions (the "Terms") that shall apply to any bid by any party (a Bidder) or any purchase by any party (a Buyer) from Integrated Components International (ICI) in a transaction (a "Transaction") in which ICI serves as agent and auctioneer for the owner, DSG Electronics Pty Ltd (receivers and managers appointed) (in liquidation) (Seller). The Terms apply to all Transactions in connection with the sale of the Goods (as defined below) by timed online only auction (Auction) on Bidspotter.com and i-bidder.com (Websites). By using or accessing any and all ICI services and / or the Websites you agree you have read and understand the Terms stated herein and are bound to these Terms. You may not use or access any and all ICI services if you do not agree to the Terms stated herein.

TERMS AND CONDITIONS

1. In connection with the Auction, all equipment, merchandise and other items (the "Goods") are sold on an "AS IS”, “WHERE IS" and “WITH ALL FAULTS” basis with no warranties or representations whatsoever either expressed or implied. The sale of the Goods is final and the Sale Price is strictly not refundable. Neither ICI nor the Seller make any warranties or representations of any kind or nature with respect to the Goods or its value, and in no event shall they be responsible for correctness of description, genuineness, attribution, provenance, authenticity, authorship, and completeness, condition of the property or estimate of its value. Goods and packaging may be different to that advertised on the Websites or on any marketing or promotional material in connection with the Auction and may display the words ‘Dick Smith’, ‘MOVE’, ‘Distinct’, ‘Digitor’, ‘Surge’, 'Surge Catcher', 'Surge Shield', and ‘DSE’. No statement (oral or written) in the catalog, at the Auction, or elsewhere shall be deemed such a warranty or representation, or any assumption of responsibility. Prospective bidders are urged to contact ICI directly for detailed information regarding any lot. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY are expressly disclaimed.

1A “Sale Price” means the sum offered as the final bid by the Buyer and accepted and received by the Seller for any Goods sold by the Seller from time to time in the Auction (exclusive of the Buyer’s Premium and Taxes (defined below, if applicable).

2. Access and registration. Access to and participation in the Auction is not available to any user, viewer, Bidder or Buyer who is (a) located in Australia and New Zealand; or (b) acting on behalf of a company, partnership or any other person or entity located in Australia and New Zealand. No Goods are offerred for sale to any such person or entity by this Auction. All Bidders and Buyers must register prior to bidding at the Auction and must be of legal capacity to enter into this agreement and must not otherwise be excluded from participation under this clause.

2A Bidder and Buyer Information. All Bidders and Buyers must provide their name, company (if applicable), mailing address phone number, current credit card information, and valid email address (Registered Email Address) prior to the auction (Information). By registering you represent and warrant any and all Information is accurate and complete. It is solely the responsibility of the Bidders and Buyers to maintain current Information for completeness and accuracy. ICI and the Seller reserves the right to deny and or terminate Registrations at any time at its sole discretion without notification. ICI and the Seller reserves the right to deny usage and access of ICI Services and Websites at any time without notice or liability to any persons or third parties. (See section 12 "Default" below.)

3. Buyer’s warranties. The Buyer warrants that, in respect of any Goods purchased under the terms of the Auction, the Buyer will not sell, distribute, advertise or offer for sale or distribution (including over the internet) or otherwise transfer or ship to any person (including any individual, company , business or other entity): (a) located in Australia or New Zealand; or (b) located outside Australia or New Zealand (Overseas Recipient) in circumstances where the Buyer knows or reasonably suspects that the Overseas Recipient intends to sell, distribute, advertise or offer for sale or distribution (including over the internet) or otherwise transfer or ship any item of Goods purchased under the terms of this Auction to any person (including any individual, company, business or other entity) located in Australia or New Zealand.

4. Pallets. The Goods will be sold in pallet sized lots unless otherwise directed by the Seller.

5. Title and risk. Title to and risk in the Goods will pass from the Seller to the Buyer after payment of the Sale Price, Buyer’s Premium and any Taxes to the Seller in cleared funds to the Nominated Account (defined below).

6. Delivery. The Goods are sold ex-warehouse and delivery to the Buyer will be by collection at the designated warehouse site notified by ICI to the Buyer and delivery will be at the Buyer’s own cost.

7. Invoices & Payment Instructions. The Sale Price, Buyer’s Premium and any Taxes must be paid in accordance with clause 8 below. ICI will provide the Buyer with payment instructions by email to the Buyer’s Registered Email Address, including details of the bank account nominated by the Seller. Upon confirmation of receipt of funds by the Seller into the Nominated Account, ICI will issue the Buyer with an invoice for the purchase of the relevant Goods (Invoice) which will be sent to the Buyer by email to the Registered Email Address. The Buyer must produce a true copy of the Invoice in order to take delivery of the Goods under clause 11 below.

8. Payments. The Sale Price, Buyer’s Premium and any Taxes must be paid in USD currency and must be paid no later than September 8th, 2016 - 5:00PM PST.  All payments must be made in cleared funds by electronic funds transfer to the Nominated Account.  In accordance with clause 5, no title shall pass to the Buyer until the total Sale Price, Buyer’s Premium and all Taxes have been paid to the Seller in cleared funds.

9. Taxes. The Buyer must contemporaneously with and in addition to the Sale Price and Buyer’s Premium, also pay to ICI on or before the Final Payment Date, any applicable value added tax, goods and services tax or similar tax imposed in any jurisdiction, sales, export, use and other taxes due to any federal, state or local taxing authority (Taxes) as a result of the Buyer's purchase, including without limitation, any taxes arising from any Buyer's Premium (as defined below).

10. Buyer's Premium. ICI will impose a buyer's premium (Buyer's Premium) on any Goods sold at the Auction. The Buyer's Premium is a percentage that is added to the Sale Price of any item. An 18% Buyer’s Premium will be charged on all Goods purchased at Auction.

11. Removal. (1) Buyers or their agents must remove all Goods purchased by September 16th, 04:00 PM in Hong Kong (UTC). (2) No Goods shall be removed until the full Sale Price, Buyer’s Premium and all applicable Taxes thereon have been received by the Seller in the form required herein. Any Goods not removed on or before the Removal Date shall be subject to storage charges that the Seller or ICI may in its discretion impose. The Buyer is responsible for all costs of removal and shall be liable for any damage caused during or as a result of the removal of Goods purchased.  ANY ITEMS NOT REMOVED ON OR BEFORE THE REMOVAL DATE SHALL BE DEEMED ABANDONED AND ICI SHALL HAVE NO FURTHER OBLIGATION TO BUYER WITH RESPECT TO SUCH ITEMS AND THE SELLER IS ENTITLED TO DISPOSE OR DEAL WITH THE ITEMS IN THE SELLER’S ABSOLUTE DISCRETION.

11A. The Buyer shall be responsible for the safe and proper removal of any Goods purchased by Buyer. ICI does not pack, ship, store, crate or rig items. Buyers may either pick up Goods at the designated warehouse site personally or can contract with a third party agent to manage the removal process for them. Before Goods can be removed by an authorized agent, the agent must provide ICI with (1) the Invoice as proof of payment in full;  and (2) an "Agent Release Authorization" form which allows ICI to release items to a third party contractor.

12. Default. Bidders must bid only on those items they are prepared to pay for and remove in accordance with the terms and conditions of this sale. All items awarded to high bidders are contractually theirs and must be paid for by the Final Payment Date and removed by the Final Removal Date. IN THE EVENT THE BUYER FAILS TO PERFORM CONTRACTUAL OBLIGATIONS (PAYMENT AND REMOVAL) AS SPECIFIED IN THIS INVITATION TO BID, THE FOLLOWING ACTION APPLIES: THE BUYER WILL AUTOMATICALLY BE PLACED IN DEFAULT. THIS IS YOUR OFFICIAL NOTICE OF DEFAULT. Upon default, the Buyer shall lose all right, title, and interest which the Buyer might otherwise have acquired in and to such property as to which default has occurred. ICI will re-market and re-sell the relevant Goods with the consent of the Seller.

12A. Payment Default. Failure to pay the Sale Price, Buyer’s Premium and any applicable Taxes by the Final Payment Date in accordance with the payment terms will, upon the Seller accepting the Buyer's repudiation of the agreement, subject the Bidder to pay as Liquidated Damages a sum equal to the lesser of (1) 20 percent of the invoice price of the item(s) as to which the default has occurred, or (2) the full amount of the difference between the original invoice price and the re-sold price plus any expenses incurred to re-market or re-sell these items. IF ICI HAS NOT RECEIVED PAYMENT FOR WINNING BIDS WITHIN 24 HOURS OF THE FINAL PAYMENT DATE, THE BIDDER AUTHORIZES ICI TO CHARGE LIQUIDATED DAMAGES TO THE CREDIT CARD LEFT ON FILE DURING THE REGISTRATION PROCESS.

12B. Removal Default. Failure to remove items by the Final Removal Date in accordance with removal terms will subject Bidder to pay as Liquidated Damages the full amount of the expenses incurred to store or transport items until they are re-sold. IF BUYER HAS NOT REMOVED ITEMS WITHIN 24 HOURS OF THE FINAL REMOVAL DATE, THE BIDDER AUTHORIZES ICI TO CHARGE LIQUIDATED DAMAGES TO THE CREDIT CARD LEFT ON FILE DURING THE REGISTRATION PROCESS.

13. After the Buyer has purchased and removed any of the Goods from ICI or the Seller’s possession, neither ICI nor the Seller shall have any obligation to make any adjustment or accommodation to the Buyer because of any mistake in quantity or other defect or problem with respect to such item.  

14. ICI or the Seller shall not be responsible for any damages, loss or theft of Goods except in the case of ICI or the Seller willful misconduct. Without limiting the foregoing, ICI or the Seller's shall not be responsible for damages or losses caused by strikes, civil disorders, or acts of God.

15. If for any reason ICI or the Seller is unable to deliver any Goods purchased by the Buyer, the sole liability of ICI and the Seller shall be to return all sums paid by Buyer to the Seller in respect of such Goods.

16. Minimum or Reserve Prices. ICI, in consultation with the Seller, reserves the right to establish a reserve or minimum price on any Goods without having to announce, post or publish notice to users, viewers or Bidders at the Auction. ICI and the Seller reserve the right to confirm or reject the final bid.

17. Absentee Bids. By completing an "Absentee (Proxy) Bidder Form," Bidders may appoint ICI to be an agent and proxy for the sole purpose of purchasing the items listed when the Bidder CANNOT bid at the Auction. ALL BIDS ARE FINAL AND BINDING and DO NOT include the Buyer's Premium and Taxes. Under this clause, ICI will bid up to the specified maximum bid amount to win the item, using only the amount needed to win the item. ICI has complete discretion whether and when to accept Proxy bids. Proxy bidders will be notified only if they have been declared the high bid. Notification will take place by email to the Registered Email Address in accordance with clause 7.

18. ICI or the Seller, in its sole discretion, reserves the right to refuse the bid of any person without providing any notice or reason therefore. ICI reserves the right to deny the usage and access by any person or third party of any and all ICI Services and Websites without notification.

19. ICI, in consultation with the Seller, shall control all bidding increments and advances at any auction. ICI reserves the right to reject any bid that is only a minimal increase over the preceding bid, that is not commensurate with the value of the item being offered or that ICI believes was made illegally or in bad faith. In the event of a dispute among bidders, ICI may, in consultation with the Seller, either accept what it deems to be the final bid or solicit further bids on the item in dispute. No returns or refunds will be permitted.

20. All information provided by ICI or the Seller to Bidders and Buyers, including without limitation, any advertising, and lot sales catalogs or otherwise, is subject to deletions, errors, additions, and changes without notice. Although information is gathered from sources thought to be reliable, neither ICI nor the Seller shall have any responsibility whatsoever for any information provided to any Bidders or Buyers. All Bidders and Buyers shall rely solely on their own investigation and inspection of any Goods.

21. ICI reserves the right to amend any and all of the Terms and Agreements stated herein at any time without notification at ICI sole discretion in consultation with the Seller. It is the responsibility of the Bidders and Buyers to read and review the Terms and Conditions for each sale. ICI provides the Terms and Conditions through the Websites.

22. If ICI is selling or auctioning any Goods on behalf of a third party owner, ICI shall act as an agent only and shall have no liability whatsoever for the acts of any owner/principal.

23. Buyers acknowledge that warehouses sites are potentially dangerous places.  Flammable, noxious, corrosive and pressurized substances may be present. Heavy equipment may be operated and electrical circuits may be live. Every person enters the warehouse site at his or her own risk with notice of the condition of the premises and the activities that will be or have been conducted on the premises. No person shall have any claim against ICI, the Seller or their respective agents for any injuries sustained or for damages to or loss of property that may occur at the warehouse site.

24. If any Bidder or Buyer fails to comply with any of the Terms, ICI and the Seller shall have all rights and remedies available to it at law and in equity. Without limiting the generality of the foregoing, ICI and the Seller may retain any partial payments received from the Buyer and may resell any Goods that Buyer fails to purchase. The Buyer shall be responsible for all costs, losses, and damages suffered by ICI (i) as a result of Buyer's breach of any of the Terms, including without limitation, lost profits and consequential damages, and (ii) incurred in connection with the enforcement of ICI rights, including, without limitation, legal fees and costs and expenses related to the resale of Goods, including storage and rigging fees.

25. The following is specific to the access and usage of the Websites by any person (Registrant) including and not limited to any and all features and applications:

a. Each Registrant will specify a unique user name and password and it is solely the responsibility of the Registrant to maintain the confidentiality of this user name and password.

b. Registrants are solely responsible for any and all transactions or transmissions using their user name and password

c. Neither ICI nor the Seller will be responsible for any and all unauthorized or compromised usage of the Registrants user name and password. Registrants are responsible for contacting ICI in writing for any and all unauthorized usage of their user name and password.

d. Registrants agree they will not:

i. disrupt, interfere or create outages to computer networks that directly or indirectly affect the Websites.

ii. Falsely misrepresent or impersonate any other person or entity. Registrants are forbidden from misrepresenting a Registrants employment by or affiliation with any third party.

iii. Registrants are forbidden from posting, uploading, transmitting, publishing or distributing any and all information that contains viruses, code, files or programs with the malicious intent of affecting the Websites.

iv. Registrants agree they will not copy, modify, reproduce, distribute or sell any information or material provided through the Websites with the intent of commercially utilizing ICI services and the Websites.

e. ICI and the Seller are not responsible for any and all products, content, information or material provided by links to or statements regarding third party services. This includes but not limited to riggers, shippers, partners, website operators, lotters and any third party services listed.

f. Registrants agree the Seller, ICI and its affiliates, including partners, officers, directors, employees, agents, shareholders or co-branders, are not responsible for any and all damages, actual or alleged, resulting from the downloading of any information or materials from the Websites.

26. Buyers and Bidders agree they will not participate in any bidding practices with the intent of manipulating the bidding. Any and all forms of collusion between Buyers and Bidders are forbidden. Buyers and Bidders agree that they will not place bids under false names or Information.

27. ICI reserves the right to withdraw or sell any assets contained in an auction (including the Auction) prior to or proceeding the stated auction period without notification, in consultation with the Seller. ICI reserves the right to temporarily or permanently end an auction prior to or during the stated auction period at is sole discretion without notification in consultation with the Seller. ICI, in its sole discretion, reserves the right to extend the stated auction period without notification in consultation with the Seller.

28. Buyers agree they will defend, release, indemnify and hold harmless the Seller, ICI and the Receivers, including its affiliates, directors, officers, employees, agents, shareholders, co-branders, or partners, from and against any and all claim, loss, damage, liabilities, judgments, fees and expenses incurred by ICI, the Seller and/or the Receivers including its affiliates, directors, officers, employees, agents, shareholders, co-branders, or partners, through the use of ICI services and the Websites.

29.  Bidder / Buyer Indemnification. Subject to, and not inconsistent with, the terms and conditions set forth in Disclaimer of Warranties, the Bidder or Buyer, as "Indemnifying Party," shall indemnify, hold harmless, and defend Auctioneer/Seller and its officers, directors, employees, agents, affiliates, successors, permitted assigns and the Receivers (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, that are incurred by/awarded against Indemnified Party in a final, non-appealable judgment (collectively, "Losses"), arising out of any third-party claim alleging (1) the necessity of decontaminating the Goods, and/or (2) the pollution, contamination, destruction, stigmatization, diminution of value, etc. of real or personal property of any kind claimed to be due to the existence, use, or maintenance of the Goods.

30. In purchasing any of the Goods, the Buyers acknowledge and accept that:

1. James Stewart, Jim Sarantinos and Ryan Eagle (Receivers) were appointed as receivers and managers of the Seller (formerly known as Dick Smith Electronics Pty Limited) on 4 January 2016. The Receivers are agents of the Seller and to the extent that they enter into any transaction with the Buyer, they do so only on behalf of the Seller in the Receiver's capacity as agent and in no other capacity. The Buyer is contracting with the Seller and is not contracting with the Receivers personally. To the maximum extent permitted by law, the Receivers do not incur any personal liability to the Buyer on any basis and do not accept or assume any personal obligations under any sale transaction for the Goods in any manner whatsoever. No claim may be brought against the Receivers in their personal capacity in respect of, or incidental to, any sale transaction between the Seller and Buyer for the Goods. The Buyer releases the Receivers from any claim in respect of, or incidental to, any sale transaction between the Seller and Buyer for the Goods. This clause may be relied upon by the Receivers as a deed poll consented to by the Buyer in the Receivers favor;

1. the Goods are sold 'as is' and 'where is' and 'with all faults' and neither the Seller nor the Receivers have made any warranties (express or implied) in respect of the Goods and the Buyer does not rely on the knowledge or information of the Seller or the Receivers in connection with the Goods but relies on its own advice and inquiries and acknowledges that the terms of the sale are fair and reasonable in the context of a sale by a company under external administration;

1. delivery of the Goods is by collection from the Seller’s nominated warehouse location at the Buyer’s own cost;

1. neither the Seller nor the Receivers are aware of any specific purpose for which the Goods will be used; and

1. the Buyer in purchasing the Goods releases and keeps harmless the Seller and the Receivers from any infringement of letter patent, trademarks, registered designs, application for any such matters or any other intellectual property rights in connection the sale of the Goods.