Conserve It Terms and Conditions
1. APPLICATION AND INTERPRETATION
1.1. These Terms and Conditions apply to the supply by Conserve It of Goods (products, solutions and services) purchased by the Buyer through Conserve It Official Sales Platforms as defined below in clause 1.2.4
1.2. In these Terms and Conditions, unless the context otherwise requires:
1.2.1. Business Day means a day that is not a Saturday, Sunday or public holiday in Melbourne, Australia.
1.2.2. Buyer means a purchaser of Goods through Conserve It by email, phone, online store or any other official Conserve It platform.
1.2.3. Conserve It means Conserve It Pty Ltd (ABN 52 122 132 512) and includes its executors, administrators, successors and permitted assigns.
1.2.4. Conserve It Official Sales Platform refers to any or all of the following purchasing methods: Conserve It email, Conserve It phone, Conserve It Online Store or any other Conserve It Sales platform. All official methods to purchase will be listed on official Conserve It website
1.2.5. Goods means all goods (products, solutions and services including software) available for purchase from time to time from the Conserve It by email, phone, online store or any other official Conserve It platform.
1.2.6. The word “include” in all its forms shall be read as if followed by the words “without limitation”.
1.2.7. The singular includes the plural and vice versa.
1.2.8. if the date on which any act, matter or thing is to be done falls on a day which is not a Business Day, that act, matter or thing must be done on the next Business Day.
1.3. These Terms and Conditions apply to the exclusion of any other terms and conditions that the Buyer nominates unless explicitly agreed by Conserve It in writing.
1.4. These Terms and Conditions are governed by the laws of the State of Victoria, Australia and each party irrevocably submits to the non-exclusive jurisdiction of the courts of that state.
1.5. If any provision of these Terms and Conditions at any time is or becomes void, voidable or unenforceable, that provision will be deemed severed from these Terms and Conditions and the remaining provisions will continue to have full force and
2. PURCHASE OF GOODS
2.1. The Buyer may from time to time purchase Goods by placing an order through the Conserve It Official Sales Platform.
2.2. Conserve It has no obligation to supply any Goods unless and until the Buyer’s order placed in accordance with clause 2.1 is accepted via the ordering procedure incorporated within the Conserve It Official Sales Platform. Conserve It’s acceptance of an Order creates a contract between Conserve It and the Buyer (Contract) for Conserve It to supply the Goods ordered subject to these Terms and Conditions.
3. PRICES AND PAYMENT
3.1. The prices for the Goods ordered are the prices displayed on the Conserve It published pricelists, Conserve It Quotations and Sales Order Confirmation or Conserve It Online Store at the time of ordering (Prices). Unless specifically stated, the Prices are exclusive of goods and services tax and any shipping and handling costs.
3.2. Payment of the Prices must be made upfront at the time of placing the order. All payments must be made via the online payment gateway (preferable) or via internet banking OR DIRECT CREDIT into the nominated Conserve It Bank account. All fees and bank charges incurred in payment of Conserve It invoices are the responsibility of the buyer.
3.3. Notwithstanding anything else in this clause 3, Conserve It may, in its absolute discretion, elect to provide Goods on credit to the Buyer if the Buyer has an established credit account with Conserve It and, in this circumstance, the Buyer must pay the Prices for Goods ordered in full within 30 days of order or as per the payment terms explicitly agreed and approved by Conserve It in writing.
4.1. The Prices for shipping and handling to the address specified in the Buyer’s Order will be advised by Conserve It before payment is requested.
4.2. Clauses 2, 3, 4, and 5 of Conserve It’s Shipping Policy (available on the Conserve It website or available on request) apply as though they were part of these Terms and Conditions.
5. PAYMENT IN FOREIGN CURRENCIES
5.1. Conserve It may, in its absolute discretion, agree to receive payment in a currency other than Australian legal tender. In such cases, the exchange rate is fixed at Conserve It’s discretion.
6. TAXES, DUTIES, FEES AND CHARGES
6.1. When ordering Goods for delivery outside of Australia the Buyer may be subject to import duties and taxes and other costs, which are levied once the shipment reaches the specified destination. Any additional charges for customs clearance must be borne by the Buyer and Conserve It has no control over these charges. When ordering for delivery outside of Australia, the Buyer is considered the importer of record and must comply with all laws and regulations of the country in which the Buyer receives the Goods.
6.2. For the avoidance of doubt, Conserve It shall not be liable for delays caused by customs or local authorities or other delays associated with the Buyer’s importation of the goods.
7. RISK AND TITLE TO GOODS
7.1. Notwithstanding anything else in these Terms and Conditions, risk in all goods shipped by Conserve It passes to the Buyer immediately upon dispatch by Conserve It. For the avoidance of doubt, the Buyer bears the risk in relation to the goods while they are in transit.
7.2. Title to the Goods will remain with Conserve It until Conserve It has received payment in full. If payment in full is not received by the due date, Conserve It will have the right, with or without prior notice, to recover possession of the whole or any part of the Goods (and the Buyer agrees that Conserve It may enter any premises occupied by the Buyer to satisfy that purpose) without prejudice to other rights and remedies.
7.3. The Buyer acknowledges that, until title to the goods passes to the Buyer, the Buyer is in possession of those goods for and on behalf of Conserve It as a bailee only.
8. PERSONAL PROPERTY SECURITIES ACT
8.1. This agreement is a security agreement.
8.2. Conserve It’s interest in the Goods and in all proceeds from the sale of the Goods by the Buyer to a third party is a security interest.
8.3. The Buyer consents to Conserve It registering its security interest on the Personal Property Securities Register and agrees to provide all assistance reasonably required by Conserve It to facilitate registration.
8.4. Until title in the Goods has passed to the Buyer as contemplated by clause 7.2, the Buyer agrees not to in any way assign, charge, lease or otherwise deal with the Goods in such a manner as to create, a security interest over, the Goods in favour of the Buyer or any third party. The parties agree that this clause will not prohibit the Buyer from selling the goods in the ordinary course of business.
8.5. The Buyer waives its rights to receive any notice under the Personal Property Securities Act 2009 (PPSA) (including notice of verification statement) unless the notice is required by the PPSA and the right to receive such notice cannot be excluded.
8.6. Unless the Goods are used predominantly for personal, domestic or household purposes, Conserve It and the Buyer agree each of the following requirements or rights under the PPSA do not apply to the enforcement of Conserve It’s security interest in the Goods or of this agreement:
8.6.1. any requirement for Conserve It to give the Buyer a notice of removal of accession;
8.6.2. any requirement for Conserve It to give the Buyer a notice of Conserve It’s proposed disposal of the Goods;
8.6.3. any requirement for Conserve It to include in a statement of account, after disposal of the Goods, the details of any amounts paid to other secured parties;
8.6.4. any requirement for Conserve It to give the Buyer a statement of account if Conserve It does not dispose of the Goods;
8.6.5. any right the Buyer has to redeem the Goods before Conserve It exercises a right of disposal; and
8.6.6. any right the Buyer has to reinstate this agreement before Conserve It exercises a right of disposal of the Goods.
8.7. Expressions defined in the PPSA have the same meaning when used in this clause 8.
9. ACKNOWLEDGMENT REGARDING MANUFACTURE
Unless expressly stated to the contrary on Conserve It Official Sales Platforms, Conserve It is not the manufacturer of the Goods. Where the Goods comprise computer software, those Goods shall be supplied subject to the relevant software licensor’s software licence terms applying thereto and it will be a condition of the Buyer first accessing the relevant software that it accepts those software licence terms. It is the Buyer’s responsibility to obtain a copy of applicable software licence terms before placing its order. Software licence terms are available from Conserve It on request.
Conserve It provides warranties on all products for upto twelve (12) months (or as explicitly stated by the manufacturer) from sale unless terms of warranty are specifically revised in the contract. Conserve It expressly limits its warranty on purchaser’s equipment to cover only that portion of equipment, which had specific work done by Conserve It. These warranties do not extend to any equipment or service which has been repaired by others, abused, altered, or misused, or which has not been properly or occasionally maintained. Conserve It shall not be liable for any special, indirect or consequential damages arising in any manner out of the performance of this agreement.
11. LIMITATION OF LIABILITY
11.1. Conserve It does not make any express representation or warranty of any kind in relation to the Goods and excludes all legislated guarantees, implied conditions and warranties except any legislated guarantee, implied condition or warranty the exclusion of which would contravene any statute or cause any part of this paragraph to be void (Non-excludable guarantee).
11.2. To the maximum extent permitted by law:
11.2.1. except for liability for breach of a Non-excludable guarantee, Conserve It excludes liability (whether in contract, tort (including negligence), pursuant to statute or otherwise) for loss of profits or consequential or indirect loss or damage; and
11.2.2. Conserve It’s liability to the Buyer for Conserve It’s breach of any Non-excludable guarantee, other statutory provision, breach of contract or Conserve It’s negligence is limited, at Conserve It’s option, to supplying the Goods in respect of which the breach or negligence occurred again or to paying the cost of having those Goods supplied again.
11.3. The Buyer acknowledges that the exclusions and limitations in this clause 9 are customary for suppliers of goods equivalent to the Goods, and are fair and reasonable given the nature of the Goods and the Prices charged for them.
12.1. Any dates quoted for supply or delivery of the Goods are approximate only and although Conserve It will use reasonable efforts to meet them, Conserve It will not be liable for any delay in such supply or delivery, howsoever arising.
12.2. Conserve It will not be liable for any loss incurred as a result of a failure to meet an accepted order or to observe any of these Terms and Conditions due to any cause or circumstance beyond Conserve It’s reasonable control, including any failure in performance caused by any strikes, lock-outs, labour disputes, fires, terrorist acts, acts of God or public enemy, malicious or accidental damage, delays in transport, breakdowns in machinery or restrictions or prohibitions by any Government or any semi-Government authorities or embargos (Event of Force Majeure).
12.3. During the continuance of an Event of Force Majeure affecting Conserve It, Conserve It’s obligations under these Terms and Conditions will be suspended and will resume as soon as possible after the cause or circumstance has ceased to have effect.
If the Buyer defaults under any Contract, the Buyer must pay to Conserve It:
13.1. the expenses incurred by Conserve It as a result of the default (including legal and other fees associated with the enforcement of these Terms and Conditions or recovery of any debt);
13.2. interest on any money overdue during the period of default in accordance with section 2 of the Penalty Interest Rates Act 1983 (Vic) as at the date of default, in addition to any other money payable by the party in default under this agreement; and
13.3. Conserve It may by written notice to the Buyer terminate the Contract.