Terms of Reservation
Due to certification requirements, we are only able to accept Ogo PMD reservations at this time. The following terms will apply to all Ogo PMD reservations received by us:
- A. To confirm your Device reservation, you are required to pay US$1,000 per Ogo PMD to us as a bond (“Reservation Bond”).
- B. Receipt of the Reservation Bond will give your reservation manufacturing priority over other Ogo PMD reservations or orders received by us at a later date.
- C. We will hold the Reservation Bond on resulting trust for you until the earlier of:
- a) us giving younotification that your reservation is ready to be sent to manufacture (“Manufacture Notice”) in which case clause D will apply; or
- b) you provide us with written notice that you would like to cancel your reservation, in which case the Reservation Bond will be refunded by us to your nominated bank account within 10 working days.
- D. Immediately after the Manufacture Notice is sent to you, the terms of the Purchase Agreement will apply and:
- a) your reservation will convert to an order;
- b) the date of the Manufacture Notice shall be your Order Date; and
- c) your Reservation Bond will be applied to the Deposit,
for the purposes of the Purchase Agreement.Capitalised terms used but not defined in the above clauses A-D shall have the meaning given to them in the Purchase Agreement.
COMPONENTS OF AGREEMENT
The Ogo Purchase Agreement (“Agreement”) is made up of the following documents:
- Terms & Conditions: These Terms & Conditions, which become effective on the date you place your order (”Order Date”).
- Ogo PMD Configuration Notice: The Ogo PMD Configuration Notice, which describes the configuration of the Ogo PMD that you ordered (“Ogo PMD”), confirms the base price for your Ogo PMD (“Base Price”) excluding freight, marine insurance, taxes, and governmental or other official charges and fees (“Charges”). The Ogo PMD Configuration Notice will be sent to you shortly after you make your order.
- Final Price Sheet: The Final Price Sheet will be provided to you as your delivery date nears. It will include the Base Price from your final Ogo PMD Configuration Notice, acknowledge any Deposit(s) paid in advance, and confirm the Charges (the Base Price and Charges together being the “Final Price”). Please advise if you are to arrange your own freight and marine insurance (at your cost)
High-level summary of the order process (as set out in these Terms and Conditions):
- Order Date: The date you place your order (“Order Date”). This is the date you are also required to pay US$1,000 per Ogo PMD to us as a deposit (“Deposit”).
- Device Configuration Notice: The Device Configuration Notice will be sent to you shortly after you make your order, confirming the Base Price for your Ogo PMD.
- Week 2 until delivery: We commence manufacture of your Device (unless we have one already in stock). We anticipate manufacturing to take up to approximately five (5) months.
- Final Price Sheet: The Final Price Sheet will be provided to you as your delivery date nears. It will confirm the Base Price for your Ogo PMD and additional Charges (together being the “Final Price”).
- Payment of the Remainder: You will pay the Final Price less any Deposit(s) already paid (the “Remainder”), within 10 days of us issuing the Final Price Sheet.
- Delivery: Delivery will occur following your payment of the Remainder
TERMS & CONDITIONS
- AGREEMENT TO PURCHASE
- Agreement: You agree to purchase the Ogo PMD to be confirmed in your Ogo PMD Configuration Notice from either:
- Ogo Technology USA Inc. their affiliates or agents, if you are a resident of United States of America or Canada, or
- Ogo Technology Pty. Limited their affiliates or agents, if you are a resident of Australia, or
- Ogo Technology Limited or their affiliates or agents if you are a resident of any other jurisdiction
("we”, ”us” or “our”, as applicable), pursuant to the terms of this Agreement.
- Availability of features: Your Ogo PMD is priced and configured based on features and options available at the time of order. Options or features released after you place your order may not be included in your Ogo PMD.
- Discontinuation: We may cancel your order and refund your Deposit if we discontinue a product, feature or option after the Order Date.
- PAYMENTS AND CHARGES
- Timing of payments:
- Deposit: You will pay the Deposit on the Order Date.
- Remainder: You will pay the Remainder, within 10 days of us issuing the Final Price Sheet, once a sale has been concluded. We will not arrange delivery of the Ogo PMD before receiving your payment of the Remainder.
- Charges: The Base Price does not include any Charges. Because the Charges are constantly changing and will depend on other factors, they will be calculated closer to the time of delivery and indicated on your Final Price Sheet.
- YOUR DEPOSIT HELD ON TRUST
- Refundable: Your Deposit will be held on resulting trust by us and applied against the Final Price when you pay the Remainder. Your Deposit is only refundable to you where:
- required by applicable law;
- you withdraw your reservation within the time period set out in clause 4.1.1; or
- we fail to deliver your Ogo PMD in accordance with this Agreement (excluding situations where you do not pay the Remainder in accordance with this Agreement in which case you forfeit the Deposit).
- MANUFACTURE OF THE OGO PMD
- Manufactured Ogo PMD: The provisions of this clause 4 apply (and correspondingly, the provisions of clause 5 below do not apply) where you are purchasing a Ogo PMD that has not yet been manufactured as at the Order Date:
- Week 1: We will submit your order to our assembly plant for production one (1) week after the Order Date. During this period, you may cancel your order or make any changes to your Device Configuration Notice without incurring any costs.
- Week 2 until delivery: When we submit an instruction for the production of your OGO PMD, your Deposit becomes earned and non-refundable, except to the extent you are entitled to a refund under this Agreement. Because production of your Ogo PMD is already underway, changes to your Ogo PMD Configuration Notice during this time will be difficult, if not impossible, for us to accommodate. If you want to make changes to your Ogo PMD Configuration Notice, we will try to accommodate your request. If we accept your request, you will be subject to potential price increases for any pricing adjustments made since your original Order Date. Any changes made to your Device Configuration Notice, including changes to the Base Price, will be reflected in a subsequent Device Configuration Notice that, once prepared, will replace the original Device Configuration Notice and form part of this Agreement.
- Cancellation and default for manufactured Device: Because your Device is custom ordered, we incur significant costs in starting production of your Device. We also incur significant costs for remarketing and reselling the Device if you cancel or default in this Agreement. As a result, your Deposit is non-refundable (except to the extent you are entitled to a refund under clause 3 above) once your order is sent to our Assembly Plant. We will credit your Deposit toward the Final Price. You acknowledge that this Deposit and this Agreement are not made or entered into in anticipation of or pending any conditional sale contract.
- OGO PMDS IN STOCK
- Ogo PMDs in stock: The provisions of this clause 5 apply (and correspondingly, the provisions of clause 4 above do not apply) where you are purchasing a Ogo PMD that has been manufactured as at the Order Date (as indicated by an existing Ogo PMD Identification Number shown in your Device Configuration Notice).
- Cancellation and default for Ogo PMDs in stock: Because we incur significant costs in preparing and coordinating the delivery of your Ogo PMD, including shipping logistics, your Deposit is non-refundable, except to the extent you are entitled to a refund under clause 3 above. We will credit your Deposit toward the Final Price. You acknowledge that this Deposit and this Agreement are not made or entered into in anticipation of or pending any conditional sale contract.
- DELIVERY, TITLE AND RISK
- Notification of delivery: We will notify you of when we expect your Ogo PMD to be ready for delivery by email (or any other reasonable means of communication available to us). You agree to schedule and take delivery of your Ogo PMD within one (1) week of this date.
- Extension: If you are unable to take delivery within the specified period, please contact us to request additional time, which we may grant at our sole discretion. You will be responsible for the risks of the loss of and damage to the Ogo PMD arising during the time period after the specified delivery period, including any extension we may grant, has passed.
- Breach: If you are unable to take delivery within the specified period, including any extension we may grant, you will be in breach of this Agreement and your Ogo PMD may be made available for sale to other customers.
- Estimate: The estimated delivery date of your Ogo PMD is an estimate only and is not a guarantee of when your Ogo PMD will actually be delivered.
- Risk/Title/Costs: Unless otherwise notified to you, we will coordinate delivery of the Ogo PMD to you via a third-party carrier. In this respect, you agree that:
- delivery of the Ogo PMD, including the transfer of title and risk of loss, will occur at the time your Ogo PMD is physically handed over or delivered to you;
- you will pay us for third party carrier costs incurred or to be incurred;
- if requested by ourselves at the time, you will arrange any export/import clearances and you will be solely responsible for any ramifications in relation to the exportation/importation of the Ogo PMD including paying any intermediary or import taxes or duties, or other outbound/inbound governmental fees.
- Insurance : We are not responsible for insuring the Ogo PMD after the title and risk has passed to you under this Agreement. You are responsible to both arrange and pay for insurance for the Ogo PMD.
- As it is more expedient and cost effective we will arrange marine insurance on your behalf, for example, a shipment of multiple Ogo PMDs to one destination. A proportionate amount of such insurance premiums are for your account and will be included in the Final Price Sheet.
You may however to elect to arrange your own marine insurance if for example, you arrange your own shipping
- Security: You are not entitled to register any security interest in relation to the Ogo PMD prior to the title and risk passing to you under this Agreement.
- Warranty: The Ogo Technology Limited New Ogo PMD Warranty set out at Schedule 1 and updated from time to time (the “Warranty”) will apply on and from the passing of title and risk under this Agreement.
- LIMITATION OF LIABILITY
- No consequential damages: We accept liability to you for our breach of contract or negligence under the principles applied by the courts and for breach of any non-excludable rights under consumer protection laws and otherwise on the terms of this Agreement but, to the maximum extent permitted by law, we are not liable for any incidental, special, consequential or punitive damages.
- Liability cap and time limit: Our aggregate liability under this Agreement is capped at the price actually paid to us by you under this Agreement. Any claim against us under this clause 8 must be made within one (1) year from the occurrence of the first event giving rise to that claim.
- Application of consumer law: If you are, or hold yourself out to be, acquiring the Ogo PMD for business purposes, the provisions of the Consumer Guarantees Act 1993 (and all other consumer guarantee legislation of New Zealand capable of exclusion at law) shall not apply.
- No resale: You acknowledge and agree that we sell Ogo PMDs directly to end consumers for personal use, and that you are not purchasing the Ogo PMD for any other purpose, including the purposes of resale or reverse engineering (or to enable another person to carry out that purpose). We may unilaterally cancel any order that we believe (in our sole discretion) has been made for this purpose (or a similar purpose) or has otherwise been made in bad faith, without compensation to you.
- Export and Import: We do not provide any assistance or support with respect to the export, homologation or registration of any of our Ogo PMDs to any jurisdiction outside of New Zealand other than as specifically required to be provided by us under applicable law. This means, among other things, that we will not, to the extent permitted by applicable laws, provide any documents, test reports, certifications or any other correspondence regarding the status of any of our Ogo PMDs for purposes of facilitating any export or import outside our authorised channels.
- Severability: If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.
- Force Majeure: Despite any other provision of this Agreement, we will not be liable to you under this Agreement to the extent that any breach of this Agreement by us was caused by an event (or events) outside of our reasonable control, including acts of God, war, civil unrest, sabotage, epidemics, legislative change, labour stoppages or disputes, and electrical or telecommunications faults.
- Governing law: The terms of this Agreement are governed by, and to be interpreted according to, the laws of New Zealand.
- Assignment: We may assign this Agreement, at our sole discretion, by notice to you.
- Entire Agreement: The terms of this Agreement constitute the entire understanding and agreement in relation of the subject matter of this Agreement between us and you. Terms not expressly contained herein are not binding.