TERMS AND CONDITIONS
1. APPLICABILITY AND ACCEPTANCE OF THESE CONDITIONS
1.1 These Conditions apply to each order that Associated Projects ABN 68 010 541 367 (we) accept from a customer (you) for the supply of products or services. These Conditions do not apply if you are a reseller or you purchase products and services for which there are separate terms and conditions specific to those products and services. Contact your customer service representative for the relevant terms.
1.2 Your acceptance of products and services from us means that you accept these Conditions. No variation by you of these Conditions will be valid unless our authorised representative gives you written confirmation that that a variation is accepted.
1.3 We may make changes to these Conditions from time to time to accommodate changes in law, business practice or the introduction of new products or services. If we do, we will notify you in writing at least 30 days before those changes take effect. Your acceptance of further products and services and/or payment of further instalments due after the date we notify you of a change is deemed acceptance of those changes. If you do not want to accept the changes, you are entitled to terminate any ongoing subscription affected by written notice to us before the changes take effect.
1.4 For the purposes of these Conditions:
(a) a reference to writing includes any method of representing words, figures or symbols in a permanent and visible form including online or in an electronic communication;
(b) a reference to online or to an electronic communication includes a communication of information in the form of data, text or images by means of guided and/or unguided electromagnetic energy, including by means of the Internet.
2. PRICES, CHARGES AND PAYMENT
2.1 You agree to pay in full the amount specified on any invoice rendered by us for products and services supplied to you within 7 days of the date of the invoice (unless we agree otherwise in writing).
2.2 Where we make individual deliveries of products or deliveries in instalments, you may be invoiced separately for each delivery in which case, you agree to pay each invoice according to its terms.
2.3 All Credit Card payments are subject to a surcharge. We reserve the right to make changes to this surcharge from time to time or to extend the surcharge to other methods of payment. If we do make any changes, we will give you reasonable notice in writing before the changes take effect.
2.4 We may make available or send documents and information to you, including invoices, by means of an electronic communication. You acknowledge that we are not liable in respect of:
(a) any error, omission or loss of confidentiality arising from an electronic communication;
(b) any unauthorised copying, recording or interference with a document;
(c) any delay or non delivery of a document; or
(d) any damage caused to your system or files by such electronic transmission (including by any computer virus).
3.1 You accept the dates we give you for delivery are our best estimate, are given in good faith and may be subject to change without notice.
3.2 We will deliver products ordered to the address supplied by you or to an alternate address that we agree in writing.
3.3 You agree that delivery will be complete when the products are dispatched to your nominated address. Delivery by us to a carrier will be deemed to be delivery to you.
3.4 You agree that Order Pick Up will be complete when the products have left Associated Projects Warehouse address. Pick Up by you will be deemed to be delivery to you.
3.5 Products cannot be delivered to PO Boxes or Postal codes.
3.6 Delivery charges are calculated according to the higher of actual or volumetric weight and any Shipment may be re-weighed and re-measured to confirm this calculation.
3.7 If the nominated place of delivery should be unattended or if delivery cannot otherwise be effected by the Freight Forwarder, the Freight Forwarder may at its option deposit the goods at that place (which shall be conclusively presumed to be due delivery hereunder) or store the goods and if the goods are stored by the Freight Forwarder you shall pay or indemnify the Freight Forwarder for all costs and expenses incurred in or about such storage. In the event that the goods are stored by the Freight Forwarder the Freight Forwarder shall be at liberty to re-deliver them to you from the place of storage at your expense.
4. RISK AND TITLE
4.1 The risk in any products that you order from us will pass to you on delivery irrespective of when payment is completed.
4.2 You agree that all products remain our property until you have paid for them in full. Until then, you acknowledge that we remain the equitable and legal owner and that you are in possession of those products only as our bailee until you have completed payment. For the avoidance of doubt, your entitlement in relation to any service is limited to a licence only for the subscription period. Ownership is reserved to us.
4.3 You are liable to pay in full the price of any products delivered to you. If you fail to pay for products by the due date for payment, we will be entitled, upon reasonable notice, to retake possession of the products, resell them and keep the proceeds of the sale. Any shortfall remaining in the amount owing after resale will remain a debt owed by you.
5. RETURN OF PRODUCTS
5.1 You can only return products if you do the following:
5.2 You must notify us in writing within 30 days of the date of the invoice that you want to cancel an order for a product.
5.3 Whenever you notify us that you wish to return a product you must provide us with the invoice number and product where relevant.
5.4 Goods must be returned to us in their same condition, any items received damaged will not receive a credit or refund. Any freight charges incurred to return the goods will be on-charged to you.
5.5 If you fulfil the conditions in clauses 5.2, 5.3 and 5.4, we (in our absolute discretion) will either issue you with a credit or refund for the purchase price paid by you.
5.6 Except where required by law, you will not be entitled to a refund or credit if you cancel an order and do not complete all of the steps set out in clauses 5.2 and 5.3 above. Returning products or cancelling a service outside the return period will NOT entitle you to a refund or exempt you from paying the balance of the fee or charge due.
6. UNANTICIPATED EVENTS
We may cancel or suspend delivery of any ordered product in the event of any delay or non-performance due directly or indirectly to wars, terrorism, strikes, lockouts, delays or defaults of manufacturers or suppliers, act of God, or any other cause beyond our reasonable control.
If you default in performing your obligations under these Conditions and we incur expenses in enforcing our rights under these Conditions (for example and without limitation, expenses incurred by us in recovering any moneys owed by you to us), you must pay to us any reasonable costs on demand (including all legal costs on a full indemnity basis).
8.1 If you are one or more individuals, this clause 8 applies. You acknowledge that personal information concerning you collected or held by us may be used for a variety of purposes including:
(a) to supply products and services that you have ordered;
(b) to administer your account and to enforce this contract; and
(c) for marketing purposes which may include disclosure of your information to other members of Associated Projects.
8.2 If you do not want us to use your personal information for marketing purposes, please advise us in writing.
8.3 You also agree that if you provide us with personal information about any other individual, you will ensure that the individual is aware:
(a) that you have supplied their personal information to us and the reason; and
(b) of the details in this clause 8 which apply to information we collect about them as well as information we collect about you.
8.5 If you fail to provide any information requested by us, we may be unable to supply the products and services that you order or request.
8.6 In most circumstances, you have a right to access any personal information which we collect and hold about you and to have it corrected if it is wrong. Please contact our Office to ask for access to your information or if you have a complaint concerning your information privacy. We may deny your request for access in some circumstances but if we do this we will tell you why.
8.7 You consent to us sharing your personal information with other Associated Projects companies including those overseas and with our service providers who are located overseas.
9.1 In these Conditions the terms "GST", "supply" and "tax invoice" have the meaning given to those terms in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and the term "GST" also includes any penalties or additional tax imposed in relation to the GST payable in relation to the supply of services under these Conditions.
9.2 Any amount payable by you under clause 2 is inclusive of GST.
9.3 If the amount of GST paid or payable by us on a sale made to you differs from the amount of GST you have paid to us for the products or services sold, then the amount of GST paid by you will be adjusted either by further payment by you to us or repayment to you by us of the amount of the adjustment.
9.4 In relation to any GST paid by a party under these Conditions, including any adjustment, the payee will provide the payor with a tax invoice.
10. TERMINATION FOR BREACH
Without prejudice to any other right at law, either party may terminate these Conditions by giving written notice, if the other party has failed to remedy a material breach of any term of these Conditions within 21 days of being given written notice of the breach (the notice to include details of the relevant breach). Where you have breached a material term we may elect, in the alternative, to cease supply of products or services to you until we are reasonably satisfied that you have remedied the breach.
11. DISCLAIMER OF LIABILITY AND WARRANTIES
11.1 If any law or regulation including but not limited to the Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law, confers rights and remedies on you in relation to the provision by us of products or services ordered by you which cannot be excluded, restricted or modified (Non-excludable Rights), we do not exclude any Non-excludable Rights but we do exclude all other conditions and warranties implied by custom, law or statute.
11.2 Except as provided for by the Non-excludable Rights:
(a) all products and services ordered by you are provided without warranties of any kind, either express or implied;
(b) we do not warrant that those products and services will be complete or free from all errors;
(c) we do not warrant that information will continue to be available to us to enable us to keep those products and services up-to-date; and
(d) all representations are expressly excluded and you have not relied on any representations in ordering products and services from us.
11.3 Subject to clause 11.1, under no circumstances (including but not limited to any act or omission on our part) will we be liable for any loss or damages (including, without limitation, indirect, incidental, special or consequential or punitive damages and damages for loss of profits) whatsoever which result from any use, or any inability to use, our products or services.
11.4 To the fullest extent permitted by law, our liability for breach of any implied warranty or condition which cannot be excluded, but can be limited, is limited, at our option to supply of the good or service ordered by you again or paying for their resupply.
12. GOVERNING LAW
These Conditions will be governed by and construed according to the law of Victoria and the parties agree to submit to the jurisdiction of the courts and tribunals of or exercising jurisdiction in that State.
December 2014 (V1.1 – 10/12)