Ryebucks Portables Terms & Conditions of Trade
Terms and Conditions of Trade
1. APPLICATION
The following terms apply to all Orders of Supplies by you from Ryebucks Portables Pty Ltd ACN 623 185 848 (us, we, our). Each Order is a separate agreement between you and us. If you are not a natural person:
1.1. you warrant that any person that places an Order on your behalf is authorised to do so and will also do so as agent for each of your related entities that use or access the Supplies; and
1.2. you must procure that your Personnel comply with these terms and you take responsibility for the acts and omissions of your Personnel.
2. QUOTES
If we provide you with a quote, unless the quote states otherwise or is a quote pursuant to clause 3, it will be valid for 28 days from the date of issue and may be adjusted by us prior to you placing an Order. A quoted Price is exclusive of all Taxes unless otherwise specified and quoted times for milestones are an estimate only.
3. QUOTE WHERE PERMIT REQUIRED
Where you are required to obtain any permit or other authority in relation to the Goods, we will not commence work in relation to the Goods until such permit or other authority has been obtained. Where a period of 120 days or more has elapsed since the quote, we reserve the right to increase our quote. If you do not agree with the revised quote, we will refund any deposit paid in accordance with clause 5, less our reasonable costs.
4. ORDERS
You must provide sufficient information with an Order (including any special requirements) to enable us to provide you with the Supplies. We may refuse to accept an Order (or part of it) on reasonable grounds. If an Order includes any special conditions agreed by us, they will, unless stated otherwise take precedence over these terms.
5. CANCELLATION OF ORDERS
If you cancel an Order prior to completion, we will refund any Price paid, less any our costs and expenses already incurred in relation to the Supplies. We may cancel an Order at any time prior to completion by notice to you where the requested Supplies are not available, there is an error in the Price or description of the Supplies, or the Order has been placed in breach of these terms. Where we cancel an Order, we will give you a refund of any Price paid for that Order.
6. PRICE
Unless otherwise agreed, you will pay 30% of the Price as a deposit on our agreeing to provide you with the Supplies. The balance of the Price is due on us providing you with notice that the Supplies are ready for collection by you. You must pay the Price within 14 days of being provided with notice by us that the Supplies are ready for collection. You are not entitled to access, use or otherwise deal with the Supplies until 100% of the Price has been paid to us. We may change any advertised price for Supplies at any time without notice. A Price will not change once an Order has been accepted by us.
7. GST
Expressions used in this clause have the same meanings as when used in the GST Act. To the extent that a party makes a taxable supply in connection with these Terms to the other party then, except where express provision is made to the contrary, the amount payable by the recipient of that supply is a GST exclusive amount and the recipient of that taxable supply will pay to the supplier of it the GST payable in respect of that supply in addition to the other consideration payable. A party's right to payment of the GST is subject to a valid tax invoice being delivered to the party liable to pay for the taxable supply.
8. FAILURE TO PAY
Where you fail to make full payment of the Price by the due date, we may impose interest on any overdue amounts at the rate for the time being fixed under section 2 of the Penalty Interest Rates Act 1983 (Vic). Time is of the essence in respect of your obligation to pay the Price. If we incur costs of collection of any amount you have failed to pay by the due date you agree to indemnify us against such costs. If you fail to pay us the Price in accordance with clause 6, we may at our sole discretion elect to re-sell the Supplies to any third party or store the Supplies at any location we determine. If we re-sell the Supplies, we will retain any portion of the Price which you have not paid to us and will pay or transfer the balance of the monies received (if any) to you. If we elect to store the Supplies on your behalf, you agree to pay us $100.00 per week for our storage costs and expenses, and such amount will be added to the portion of the Price which you must pay to us prior to collecting the Supplies.
9. MILESTONES
We will endeavour to meet the milestones specified in an Order, however you acknowledge that we will not be responsible for delays in meeting those milestones regarding the Supplies to the extent we are not directly and solely responsible. You agree to comply with any requirements we notify to you when you place an Order.
10. SALE OF GOODS
Delivery of the Supplies occurs when you (or your nominated carrier) collect them from our Site (Delivery). Risk in the Supplies pass to you on Delivery. You must inspect the Supplies immediately upon Delivery to satisfy yourself they comply with the Specifications. You will be deemed to have accepted the Supplies if you have not notified us within 5 Business Days that the Supplies do not meet the Specifications. Ownership of and title to the Supplies remains with us until you have paid us the Price in full and any other money that you may owe to us at any time on any account.
11. PERSONAL PROPERTY SECURITIES ACT
You grant us a Security Interest in all your present and after-acquired property to secure the payment of all amounts owed to us and the compliance by you of your obligations under these terms. We may register that Security Interest on the Register and you agree to do all things necessary to facilitate that registration. To the extent the law permits:
11.1. for the purposes of sections 115(1) and 115(7) of the PPSA we need not comply with sections 95, 118, 121(4), 125, 130, 132(3)(d) or 132(4); and (ii) sections 142 and 143 are excluded;
11.2. for the purposes of section 115(7) of the PPSA, we need not comply with sections 132 and 137(3); and
11.3. you agree not to exercise your rights to make any request of us under section 275 of the PPSA, to authorise the disclosure of any information under that section or to waive any duty of confidence that would otherwise permit non‐disclosure under that section. Upon our request, you will reimburse us for any costs incurred by us in registering, preserving and or enforcing our rights under the PPSA. Where a term is capitalised in this clause and that term is not otherwise defined in these terms, that term will have the meaning prescribed to it by the PPSA.
12. SITE REQUIREMENTS, PERMITS AND APPROVALS
We provide no advice, guarantee, warranty, or promise in relation to:
12.1. the method delivery of the Supplies once picked up from our Site;
12.2. your site conditions, including preparation and installation of the Supplies at your location, connection to utilities or other services; or
12.3. any permits or approvals (including Council approvals or permits) required to be obtained by you in relation to the Supplies. You acknowledge you are solely responsible for delivery, site preparation, installation and complying with all laws, rules, and regulations in relation to your use of the Supplies.
13. ONLINE PRESENCE
We operate the Website, which is provided for your personal use only via standard web and mobile internet browsers. Access to the Website may be suspended, restricted or terminated at any time. You must not, and not allow others to use or permit anyone else to access the Website:
13.1. to upload, send or receive any defamatory, unlawful, abusive or pornographic material or material that infringes the rights of third parties;
13.2. to upload, send or receive any material which is technically harmful, limits the functionality of software or hardware or intended to intercept communications;
13.3. for any purpose that is unlawful or fraudulent, attempts to access unauthorised data or configurations or interferes with the functionality of the Website;
13.4. to send unsolicited mail messages;
13.5. with any robot, spider or similar manual or automatic tool or process for any reason without our written consent use the Website; or
13.6. in breach of these terms. We do not warrant that the Website will be available at all times or is free from viruses and where the Website contains links to third party Websites, we assume no responsibility for the content of such third party Websites. We grant you a limited, personal, non-transferable, non-exclusive, revocable license to access and use the Website pursuant to these Terms. All IPR in the Website, materials, information and content on the Website, any database operated by us, all the Website design, text, graphics, software, photos, video, music, sound, data, all software compilations, underlying source code (including applets and scripts) is our property (or that of our licensors). You shall not, and shall not attempt to, obtain any ownership or title to any such property. All rights are reserved.
14. SET-OFF
If you owe money under one Order, we may set-off that money against any money that we owe to you under another Order.
15. WARRANTIES
We provide a warranty against defects as set out in our Warranty Information. If you are a consumer under the ACL, the Supplies come with guarantees that cannot be excluded under the ACL and you are entitled to:your choice of a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage; or
15.2. our choice of having the Supplies refixed, repaired, replaced or refunded if failure does not amount to a major failure. We’ll do this within a reasonable time. To the extent permitted by law, we exclude all other guarantees, warranties, undertakings and representations expressed or implied, whether arising by statute or otherwise, which are not given in these terms or any warranty document given at the time of supply, and specifically we do not warrant that the Supplies are fit for any specific purpose or use.
16. YOUR RESPONSIBILITIES
You are solely responsible for any use of the Supplies by you or any third party whether authorised or not.
17. SUSPENSION OF SUPPLIES
We may limit, suspend or cancel the provision of Supplies to you:
17.1. if you do not pay us any amounts due for the Supplies on time;
17.2. in the event of an emergency, where the supply is or likely to be unlawful or in our reasonable opinion the supply is likely to cause death, injury or damage to property; or
17.3. if an administrator or receiver is appointed to you or you are unable to pay your debts as and when they fall due.
18. LIABILITIES
Where the ACL applies, and the Supplies are not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability under the ACL is limited, at our option (and provided it is fair and reasonable to do so), to one or more of the following:
18.1. the replacement of the goods or the supply of equivalent goods;
18.2. the repair of the goods;
18.3. the payment of the cost of replacing the goods or of acquiring equivalent goods;
18.4. the payment of the cost of having the goods repaired Other than as specifically accepted by us above, we are not liable for any other losses or damages you may suffer, including any:
18.5. loss caused by you or to the extent it results from your failure to take reasonable steps to avoid or minimise that loss;
18.6. loss caused by events falling outside our reasonable control;
18.7. indirect or consequential losses (including loss of revenue, profits, enjoyment or loss of business), or losses you might suffer as a result of unauthorised access to information we hold.
19. INDEMNITY
You indemnify, and keep indemnified, us and our directors, officers, employees and agents from and against any loss (including reasonable legal costs and expenses) or liability incurred or suffered by us arising from any claim, demand, suit, action or proceeding by any person against us where such loss or liability arose out of, or in connection with your acts or omissions or breach of these terms, or use of the Supplies.
20. TERMINATION
If you commit an Act of Default which is not remedied within 5 Business Days of us giving written notice to do so, we may terminate these terms or suspend supply until you remedy the Act of Default. If we terminate these terms all amounts payable by you to us will immediately become due and payable notwithstanding that the due date has not yet arisen. If we commit an Act of Default which is not remedied within 5 Business Days of you giving written notice to do so, you may terminate these terms and obtain a refund of any amount of the Price already paid for Supplies not delivered, less any other amounts due and payable to us.
21. INTELLECTUAL PROPERTY
We retain ownership of all IPR owned or made available by us in the design and delivery of the Supplies that is in existence at the time of Order and grant to you a non-exclusive, non-transferrable and non-sublicensable licence to this IPR for the sole purpose of using the Supplies in the ordinary course of your business. If you communicate with us, you grant to us an irrevocable, perpetual, non-exclusive, royalty-free, worldwide licence to use, copy, display and distribute the content of your correspondence or communication and to prepare derivative works of the content or incorporate the content into other works in order to publish and promote such content. This may include, but is not limited to, publishing testimonials on our Website and developing your ideas and suggestions for improved goods or services we provide.
22. VARIATIONS
We may amend these terms at any time by posting such amendments on the Website. In relation to an Order, you will be bound only to the version of the terms in force at the time of that Order.
23. CONFIDENTIALITY
All information supplied by a party to the other party will be treated as confidential except to the extent that it becomes public knowledge (otherwise than through a breach of confidentiality) and must not be disclosed to a third party without the prior written consent of the party who originally supplied the information, or as required by law.
24. FORCE MAJEURE
Neither party will be liable for any delay or failure in the performance of any obligation or the exercise of any right under these terms (other than an obligation to pay money due) or for any loss or damage if such performance or exercise is prevented or hindered in whole or in part by reason of an event beyond that party’s reasonable control.
25. DISPUTES
If a dispute arises under these terms, the party claiming that a dispute has arisen must give notice to the other party specifying the nature of the dispute and the parties will attempt to negotiate a resolution in good faith. If a dispute persists for more than 10 Business Days, either party can refer the dispute to mediation before a mediator to be appointed by the Australian Commercial Disputes Centre. The costs of mediation will be shared by the parties equally. Save for seeking urgent interlocutory or injunctive relief, neither party may issue court proceedings in relation to a dispute until resolution by mediation has been attempted.
26. SEVERABILITY
If any portion of these Terms are deemed by a Court of competent jurisdiction to be invalid, then the remainder of these Terms shall remain in full force and effect and the offending provision or provisions severed.
27. ASSIGNMENT
Neither party may assign, novate or otherwise transfer any of its rights or obligations arising out of or under these terms to another person without the other party's prior written approval (which will not be unreasonably withheld).
28. ENTIRE AGREEMENT
These terms represent the entire agreement between the parties in relation to the Supplies and supersedes all prior discussions, negotiations, understandings and agreements in relation to those Supplies.
29. GOVERNING LAW
These terms will be governed by the Laws of Victoria. Each party irrevocably submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in that jurisdiction.
30. WAIVER
A provision of these terms, or right, power or remedy created under them, may not be varied or waived except as agreed in writing.
31. RELATIONSHIP
The relationship between us is that of principal and independent contractor. You must not represent yourself as our employee or agent.
32. UNFAIR TERMS TO BE READ DOWN
If any law making unfair contract terms void or unlawful could apply to a term in these terms, the following rules apply to interpreting that term. If the law would make the term void because:
32.1. the term permits us to exercise a right or discretion in a way that would cause detriment to you, the term shall be read down and construed to the extent as not to permit us to exercise the right or discretion in such a way; or
32.2. it authorised us to recover costs or losses or damages to be calculated in a way we chose, the term shall be read down and construed as authorising us to recover the maximum reasonable costs, losses and damages to be calculated in a reasonable way that did not cause the term to be void. If, despite the application of this clause, the law would make the term void, the term is to be read down and construed as if it were varied, to the minimum extent necessary, so that the term is not void. These reading down rules apply before any other reading down or severance provision in these terms and conditions.
33. INTERPRETATION
In these terms:
33.1. headings, bold type and square brackets are for convenience only and will not affect interpretation of this Agreement;
33.2. words in the singular include the plural and words in the plural include singular, according to the requirements of the context;
33.3. a reference to a legislation or other Law includes delegated legislation and consolidations, amendments, re-enactments or replacements of any of them; 3
3.4. a reference to any of the words "include", "includes" and "including" is read as if followed by the words "without limitation"; and
33.5. terms used that are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the meaning given in that Act, unless the context otherwise requires.
34. DEFINITIONS
34.1. ACL means the Australian Consumer Law.
34.2. Act of Default occurs if either party:
34.2.1. commits a material breach of these terms;
34.2.2. is unable to pay its debts as and when they fall due;
34.2.3. commits an act of bankruptcy, enters into any composition or arrangement with its creditors or does anything which would make it liable to be put into liquidation; or
34.2.4. has a receiver, other form of insolvency administrator or statutory or official manager appointed over any of its assets.
34.3. Business Day means a day other than a Saturday, Sunday or Public Holiday in Victoria, Australia.
34.4. GST Means GST within the meaning of the GST Act.
34.5. GST Act means A New Tax System (Goods and Services Tax) Act 1999 (as amended from time to time).
34.6. IPR means includes all copyright, patents, trademarks, service marks, trade names, domain names, social media identifiers, designs, whether registered or unregistered.
34.7. Order means any request for the provision of Supplies by you that has been accepted by us, evidenced by a document constituting a Tax Invoice.
34.8. Personnel means a party’s employees, secondees, directors, officers, contractors, professional advisors and agents.
34.9. PPSA means the Personal Property Securities Act 2009 (Cth);
34.10. Price means the amount payable for the Supplies specified in an Order.
34.11. Site means either 18 Icon Drive, Delacombe VIC 3356 or 7 Osburn Street, Wodonga VIC 3690 as the context of your Order requires.
34.12. Specifications means any official specifications or descriptions provided by us with the Supplies.
34.13. Supplies means the items and deliverables provided, or to be provided, by us to you as identified in an Order.
34.14. Taxes means taxes, levies, imposts, duties, excise, and charges, deductions or withholdings, however described, imposed by Law or government authority or agency other than Australian GST or any tax imposed on, or calculated having regard to, net income.
34.15. Website means https://ryebucksportables.com.au/.