Online Shop Terms and Conditions of Sale
1. Definitions and Interpretation
1.1 In these Terms and Conditions, words importing the singular include the plural and vice versa. References to a person includes a corporation, trust, partnership, unincorporated body, government and local authority or agency, or other entity whether or not it comprises a separate legal entity and a reference to a party to this document includes the party’s successors, permitted substitutes and permitted assigns. Any terms used in these Terms and Conditions have the same meaning as in the Tax Invoice.
(a) ‘Contract’ means the contract formed between the Seller and the Customer, the terms of which are comprised in these Terms and Conditions;
(b) ‘Customer’ means the person, firm, organisation or corporation purchasing Goods from the Seller;
(c) ‘Goods’ means all items supplied by the Seller to the Customer;
(d) ‘GST’ means the tax payable on a Taxable Supply within the meaning of the GST Act;
(e) ‘GST Act’ means the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any related Act imposing such tax or legislation that is enacted to validate, recapture or recoup such tax;
(f) ‘Online Shop’ means the section of the Website which allows Customers to order and purchase Goods from the Supplier;
(g) ‘Price’ means the price payable for the Goods supplied by the Seller to the Customer as indicated on any invoice provided by the Seller to the Customer;
(h) ‘Recipient’ means a party to the Contract who is receiving a Taxable Supply;
(i) ‘Seller’ means Vancrest Pty Ltd ACN 010 662 012 as trustee;
(j) ‘Supplier’ means a party to the Contract who is making a Taxable Supply;
(k) ‘Taxable Supply’ has the meaning given to the term in the GST Act;
(l) ‘Terms and Conditions’ means this document; and
(m) ‘Website’ means the Supplier’s website at www.pwra.com.au.
1.2 The Customer is taken to have accepted and is immediately bound, jointly and severally, by these Terms and Conditions if the Customer places an order for Goods or accepts delivery of the Goods.
1.3 In these Terms and Conditions, the headings are for convenience only and do not affect their interpretation.
1.4 These Terms and Conditions comprise the entire agreement between the Supplier and the Customer in relation to its subject matter.
1.5 Unless other Terms and Conditions are expressly accepted by the Seller by means of a written amendment to these Terms and Conditions signed by a Director of the Seller and referring specifically to the conditions to be amended, these Terms and Conditions shall exclude and supersede all prior discussions, representations and arrangements, and any other oral or written terms and conditions whether or not the same are endorsed upon, delivered with or referred to in any delivery docket or other document delivered with or referred to by the Customer to the Seller.
2. Contract Terms
2.1 In consideration of payment of the Price by the Customer to the Seller, the Seller sells and the Buyer buys the Goods on these Terms and Conditions.
3. Placement of orders
3.1 The Customer will order Goods from the Seller through the Online Shop.
3.2 The Seller may decline any order received from the Customer by written notice to the Customer within 3 business days of receipt of the order by the Seller.
3.3 If the Customer is under 18, the Customer may only place an order for Goods through the Online Shop if they have prior permission to do so from their parent or guardian.
3.4 The Seller reserves the right to cancel any order for Goods which is placed by a Customer in contravention of clause 3.3.
4. Description of Goods
4.1 The description of the Goods which appears in the Online Shop is given solely for identifying specific goods and does not constitute this contract as a sale by description.
5. Price and Payment
5.1 Unless otherwise stated by the Seller in writing:
(a) the Seller reserves the right to change the Price if a variation to the Goods to be provided is requested by the Customer;
(b) the Price may include extra charges for specialty Goods;
(c) unless otherwise specified payment shall be made in full at the time of the Customer ordering Goods in the Online Shop;
(d) payment may be made by cheque, bank cheque, electronic/on-line banking, credit card (plus a surcharge of 2.5% of the Price in the Seller’s sole discretion) or by any other method as agreed to between the Seller and the Customer; and
(e) the time for payment shall be of the essence of the Contract.
6.1 Where a Supplier makes a Taxable Supply under or in connection with the Contract to a Recipient and the consideration otherwise payable for the Taxable Supply is not specifically stated to include GST, the Supplier will be entitled to recover from the Recipient as an additional amount the amount of any GST payable on the Taxable Supply.
6.2 The amount of any cost recovery or compensation for costs under or in connection with the Contract shall be reduced by the amount of any Input Tax Credits (within the meaning of the GST Act) available in respect of those costs.
6.3 A party to the Contract will not be obliged to pay any amount in respect of GST to the other party unless and until a Tax Invoice (within the meaning of the GST Act) has been issued in respect of that GST.
7.1 Unless otherwise agreed in writing the Price of the Goods does not include the cost of delivery from the premises of the Seller or its suppliers to the point of delivery to the Customer and the Customer shall bear all such costs. The costs of packing and the cost of any excess for special or express delivery requested by the Customer shall also be borne by the Customer.
7.2 Unless specifically agreed in writing there shall be no refund of any delivery charge.
7.3 No claim for damages or shortages will be considered unless the Seller and the carrier are advised within seven days of delivery and no claim for non-delivery will be considered unless the Seller is notified in writing within twenty-one days of reasonable delivery time, taking into account date of despatch.
7.4 Delivery of the Goods is taken to occur at the time that:
(a) the Customer or the Customer’ s nominated carrier takes possession of the Goods at the Seller’s address; or
(b) the Seller delivers the Goods to the Customer’s nominated address, even if the Customer is not present at the address.
7.5 Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of the Contract.
7.6 The Seller will endeavour to complete the Contract, deliver the Goods within the time agreed (if any) but it shall not be liable for any loss or damage of any kind whatsoever caused directly or indirectly by any delay in the completion of the Contract.
7.7 All times and dates quoted for dispatch or delivery, following the Seller’s acceptance of the Customer’s order, are based on receipt by the Seller of full and final instructions provided by the Customer, enabling the Seller to proceed uninterrupted with the delivery.
7.8 The Seller will not be responsible for, and the Customer releases the Seller from any liability for loss arising from, any delays in delivery or collection of the Goods due to causes beyond the Seller’s control including but not limited to acts of God, war, terrorism, mobilisation, civil commotion, riots, embargoes, orders or regulations of governments of any relevant jurisdiction, fires, floods, strikes, lockouts or other labour difficulties, shortages of or inability to obtain shipping space or land transportation.
7.9 Any time or date given by the Seller to the Customer is an estimate only. The Customer must still accept delivery of the Goods even if delivery occurs after the estimated delivery date and the Seller will not be liable for any loss or damage incurred by the Customer as a result of the delivery being after the estimated delivery date.
7.10 Orders are dispatched each business day from our warehouse. Any orders received after 3pm AEST will be filled and dispatched on the next business day.
8. Cancellation of Order
8.1 If the Customer cancels or purports to cancel an order for Goods or any part thereof or fails to take delivery of any Goods then the Customer shall be liable (without prejudice to any other rights of the Seller) to indemnify the Seller against any loss, damage or claim resulting from such purported cancellation or failure to take delivery,.
8.2 The Seller may cancel the Contract at any time before the Goods are delivered by giving written notice to the Customer. On giving such notice the Seller shall repay to the Customer any money paid by the Customer for the Goods. The Seller shall not be liable for any loss or damage whatsoever arising from such cancellation.
9.1 Risk of damage to or loss of the Goods passes to the Customer upon leaving the Seller’s Warehouse.
9.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, the Seller is entitled to receive all insurance proceeds payable for the Goods. The production of these Terms and Conditions by the Seller is sufficient evidence of the Seller’s rights to receive the insurance proceeds without the need for any person dealing with the Seller to make further enquiries.
9.3 If the Customer requests the Seller to leave Goods outside the Seller’s premises for collection or to deliver the Goods to an unattended location, then such Goods will be left at the Customer’s sole risk.
10.1 The Seller and the Customer agree that ownership of the Goods does not pass until:
(a) the Customer has paid the Seller all amounts owing to the Seller;
(b) the Customer has met all of its other obligations to the Seller; and
(c) the Seller has delivered the Goods.
10.2 Receipt by the Seller of any form of payment other than cash will not be deemed to be payment until that form of payment has been honoured, cleared or recognised.
10.3 It is further agreed that:
(a) Until ownership of the Goods passes to the Customer in accordance with clause 9.1 that the Customer is only a bailee of the Goods and must return the Goods to the Seller on request.
(b) The Customer holds the benefit of the Customer’s insurance of the Goods on trust for the Seller and must pay to the Seller the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
(c) The Customer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Customer sells, disposes or parts with possession of the Goods then the Customer must hold the proceeds of any such act on trust for the Seller and must pay or deliver the proceeds to the Seller on demand.
(d) The Customer should not convert or process the Goods or intermix them with other goods but if the Customer does so then the Customer holds the resulting product on trust for the benefit of the Seller and must sell, dispose of or return the resulting product to the Seller as it so directs.
(e) The Customer irrevocably authorises the Seller to enter any premises where the Seller believes the Goods are kept and recover possession of the Goods.
(f) The Seller may recover possession of any Goods in transit, whether or not delivery has occurred.
(g) The Customer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of the Seller.
(h) The Seller may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.
11. Defects, Warranties and Returns and the Competition and Consumer Act 2010 (CCA)
11.1 The Customer must inspect the Goods on delivery and must within seven (7) days of delivery notify the Seller in writing using the Seller’s ‘Returns Form’ of any evident defect/damage, shortage in quantity, or failure to comply with the description. The Customer must notify any other alleged defect in the Goods as soon as reasonably possible after any such defect becomes evident. Any notification under this clause must include proof of purchase. Upon such notification the Customer must allow the Seller to inspect the Goods.
11.2 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these Terms and Conditions ( Non-Excluded Guarantees).
11.3 The Seller acknowledges that nothing in these Terms and Conditions purports to modify or exclude the Non-Excluded Guarantees.
11.4 Except as expressly set out in these Terms and Conditions or in respect of the Non-Excluded Guarantees, the Seller makes no warranties or other representations under these Terms and Conditions including but not limited to the quality or suitability of the Goods. The Seller’s liability in respect of these warranties is limited to the fullest extent permitted by law.
11.5 If the Customer is a consumer within the meaning of the CCA, the Seller’s liability is limited to the extent permitted by section 64A of Schedule 2 of the CCA.
11.6 If the Seller is required to replace the Goods under this clause or the CCA, but is unable to do so, the Seller may refund any money the Customer has paid for the Goods.
11.7 If the Customer is not a consumer within the meaning of the CCA, the Seller’s liability for any defect or damage in the Goods is:
(a) limited to the value of any express warranty or warranty card provided to the Customer by the Seller at the Seller’s sole discretion;
(b) limited to any warranty to which the Seller is entitled, if the Seller did not manufacture the Goods; or
(c) otherwise negated absolutely.
11.8 Subject to this clause 11, returns will only be accepted provided that:
(a) the Customer has complied with the provisions of clause 11.1; and
(b) the Seller has agreed that the Goods are defective; and
(c) the Goods are returned within a reasonable time at the Customer’s cost (if that cost is not significant); and
(d) the Goods are returned in as close a condition to that in which they were delivered as is possible.
11.9 Notwithstanding clauses 11.1 to 11.8 but subject to the CCA, the Seller shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:
(a) the Customer failing to properly maintain or store any Goods;
(b) the Customer using the Goods for any purpose other than that for which they were designed;
(c) the Customer failing to follow any instructions or guidelines provided by the Seller; and
(d) any accident, or act of God.
11.10 The Seller may in its absolute discretion accept non-defective Goods for return in which case the Seller may require the Customer to pay handling fees of up to twenty-five percent (25%) of the value of the returned Goods plus any freight costs.
11.11 Notwithstanding anything contained in this clause if the Seller is required by a law to accept a return then the Seller will only accept a return on the conditions imposed by that law.
12. Goods made to the Customer’s Specification
12.1 If the Goods are manufactured to the design or specification of the Customer, the Customer agrees to indemnify and hold harmless the Seller against all losses, costs charges, expenses and damages which the Seller might suffer as a result of any claim or allegation:
(a) that the Goods infringe the patents, copyright, registered design or other like protection of any other person; or
(b) that the Goods do not comply with statute, statutory instrument or regulation for the time being in force.
13. Variation within Specification
13.1 Variation by the Seller within the specification of the Goods shall not constitute a breach of Contract or impose upon the Seller any liability whatsoever.
14. Intellectual Property
14.1 All content included on the Website, including in the Online Store, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations and software, is the property of the Supplier or its content Suppliers and protected by international copyright laws.
14.2 The compilation of all Supplier content on the Website is the exclusive property of the Supplier and protected by international copyright laws.
14.3 All software used on the Website is then property of the Supplier or its software suppliers and protected by international copyright laws.
15. Limitation of Liability
15.1 Subject to clause 11 , the Seller excludes to the full extent permitted by law any liability to the Customer by reason of any misrepresentation arising from:
(a) printing and clerical errors;
(b) statements in oral, written or any other form by third parties accepted by the Seller in good faith and repeated by it;
(c) oral statements not confirmed by the Seller in writing;
(d) the interrupted use of the Website; or
(e) the accuracy, reliability or currency of any information, content or Goods, including product descriptions of the Goods, provided on the Website.
16.1 The Seller shall be entitled to assign sub-contract or sub-let this Contract or any part thereof. The Customer must not assign their obligations and rights under the Contract.
16.2 Failure by the Seller to enforce any of the Contract terms shall not be construed as a waiver of any of the Seller’s rights hereunder, or a waiver of a continuing breach.
16.3 This Contract shall be construed and operate in accordance with the laws in force in the State of Queensland and the Customer hereby submits to the jurisdiction of the courts of that State.
16.4 The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by the Seller nor to withhold payment of any invoice because part of that invoice is in dispute.