Welcome to Www.solos.io (the ‘Website’). The Website provides you with an opportunity to browse and purchase various products that have been listed for sale through the Website (the ‘Products’). The Website provides this service by way of granting you access to the content on the Website (the ‘Purchase Services’).
The Website is operated by SOLOS LIMITED (ABN 48626339857). Access to and use of the Website, or any of its associated Products or Services, is provided by SOLOS LIMITED . Please read these terms and conditions (the ‘Terms’) carefully. By using, browsing and/or reading the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of Services, immediately.
SOLOS LIMITED reserves the right to review and change any of the Terms by updating this page at its sole discretion. When SOLOS LIMITED updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.
2. Acceptance of the Terms
You accept the Terms by remaining on the Website. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by SOLOS LIMITED in the user interface.
3. Registration to use the Purchase Services
In order to access the Purchase Services, you must first register as a user of the Website. As part of the registration process, or as part of your continued use of the Purchase Services, you may be required to provide personal information about yourself (such as identification or contact details), including:
You warrant that any information you give to SOLOS LIMITED in the course of completing the registration process will always be accurate, correct and up to date.
Once you have completed the registration process, you will be a registered member of the Website (‘Member’) and agree to be bound by the Terms. As a Member, you will be granted immediate access to the Purchase Services.
You may not use the Purchase Services and may not accept the Terms if:
you are not of legal age to form a binding contract with SOLOS LIMITED ; or
you are a person barred from receiving the Purchase Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Purchase Services.
4. Your obligations as a Member
As a Member, you agree to comply with the following: You will use the Purchase Services only for purposes that are permitted by:
any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Purchase Services;
any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify SOLOS LIMITED of any unauthorised use of your password or email address or any breach of security of which you have become aware;
access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for the purposes of SOLOS LIMITED providing the Purchase Services;
you will not use the Purchase Services or Website for any illegal and/or unauthorised use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;
you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website without notice and may result in termination of the Purchase Services. Appropriate legal action will be taken by SOLOS LIMITED for any illegal or unauthorised use of the Website; and
you acknowledge and agree that any automated use of the Website or its Purchase Services is prohibited.
5. Purchase of Products and Returns Policy
In using the Purchase Services to purchase the Product through the Website, you will agree to the payment of the purchase price listed on the Website for the Product (the ‘Purchase Price’).
Following payment of the Purchase Price being confirmed by SOLOS LIMITED, you will be issued with a receipt to confirm that the payment has been received and SOLOS LIMITED may record your purchase details for future use.
SOLOS LIMITED may, at their sole discretion, provide a refund on the return of the Products within 30 days where the Product packaging is unopened and remains in a saleable condition. You acknowledge and agree that you are liable for any postage and shipping costs associated with any refund pursuant to this clause.
SOLOS LIMITED ‘s Products come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure of the Product and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Products repaired or replaced if the Products fail to be of acceptable quality and the failure does not amount to a major failure (the ‘Warranty’).
You may make a claim under this clause (the ‘Warranty Claim’) for material defects and workmanship in the Products within 12 months from the date of purchase (the ‘Warranty Period’).
In order to make a Warranty Claim during the Warranty Period, you must provide proof of purchase to SOLOS LIMITED showing the date of purchase of the Products, provide a description of the Products and the price paid for the Products by sending written notice to SOLOS LIMITED at Po box 169, Cammeray, New South Wales, 2062 or by email at Info@solos.io.
Where the Warranty Claim is accepted then SOLOS LIMITED will, at its sole discretion, either repair or replace any defective Products or part thereof with a new or remanufactured equivalent during the Warranty Period at no charge to you for parts or labour. You acknowledge and agree that you will be solely liable for any postage or shipping costs incurred in facilitating the Warranty Claim.
The Warranty shall be the sole and exclusive warranty granted by SOLOS LIMITED and shall be the sole and exclusive remedy available to you in addition to other rights and under a law in relation to the Products to which this warranty relates.
All implied warranties including the warranties of merchantability and fitness for use are limited to the Warranty Period.
The Warranty does not apply to any appearance of the supplied Products nor to the additional excluded items set forth below nor to any supplied Products where the exterior of which has been damaged or defaced, which has been subjected to misuse, abnormal service or handling, or which has been altered or modified in design or construction.
You acknowledge that the Purchase Services offered by SOLOS LIMITED integrate delivery (the ‘ Delivery Services’) through the use of third party delivery companies (the ‘ Delivery Service Providers’).
In providing the Purchase Services, SOLOS LIMITED may provide you with a variety of delivery and insurance options offered as part of the Delivery Services by the Delivery Service Providers. You acknowledge and agree that SOLOS LIMITED is not the provider of these delivery and insurance options and merely facilitates your interaction with the Delivery Service Providers in respect to providing the Delivery Services.
In the event that an item is lost or damaged in the course of the Delivery Services, SOLOS LIMITED asks that you:
contact the Delivery Service Provider directly to request a refund or to claim on any insurance options available; and
contact us by sending an email to Info@solos.io outlining in what way the Products were damaged in transit so we are able to determine if the Delivery Service Provider should be removed from the Purchase Services.
8. Copyright and Intellectual Property
The Website, the Purchase Services and all of the related products of SOLOS LIMITED are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the site content and compilation of the website (including text, graphics, logos, button icons, video images, audio clips and software) (the ‘Content’) are owned or controlled for these purposes, and are reserved by SOLOS LIMITED or its contributors.
SOLOS LIMITED retains all rights, title and interest in and to the Website and all related content. Nothing you do on or in relation to the Website will transfer to you:
the business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright of SOLOS LIMITED ; or
the right to use or exploit a business name, trading name, domain name, trade mark or industrial design; or
a system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a system or process).
You may not, without the prior written permission of SOLOS LIMITED and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Content or third party content for any purpose. This prohibition does not extend to materials on the Website, which are freely available for re-use or are in the public domain.
10. General Disclaimer
You acknowledge that SOLOS LIMITED does not make any terms, guarantees, warranties, representations or conditions whatsoever regarding the Products other than provided for pursuant to these Terms.
SOLOS LIMITED will make every effort to ensure a Product is accurately depicted on the Website, however, you acknowledge that sizes, colours and packaging may differ from what is displayed on the Website.
Nothing in these Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded
Subject to this clause, and to the extent permitted by law:
all terms, guarantees, warranties, representations or conditions which are
not expressly stated in these Terms are excluded; and
SOLOS LIMITED will not be liable for any special, indirect or
consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Purchase Services or these Terms (including as a result of not being able to use the Purchase Services or the late supply of the Purchase Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
Use of the Website, the Purchase Services, and any of the products of SOLOS LIMITED (including the Delivery Services), is at your own risk. Everything on the Website, the Purchase Services, and the Products of SOLOS LIMITED , are provided to you on an “as is” and “as available” basis, without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors, third party content providers or licensors of SOLOS LIMITED including any third party where the Delivery Services are made available to you) make any express or implied representation or warranty about its Content or any products or Purchase Services (including the products or Purchase Services of SOLOS LIMITED ) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
the accuracy, suitability or currency of any information on the Website, the Purchase Service, or any of its Content related products (including third party material and advertisements on the Website);
costs incurred as a result of you using the Website, the Purchase Services or any of the Products;
the Content or operation in respect to links which are provided for the User’s convenience;
any failure to complete a transaction, or any loss arising from e- commerce transacted on the Website; or
any defamatory, threatening, offensive or unlawful conduct of third parties or publication of any materials relating to or constituting such conduct.
11. Limitation of Liability
SOLOS LIMITED ‘s total liability arising out of or in connection with the Purchase Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the most recent Purchase Price paid by you under these Terms or where you have not paid the Purchase Price, then the total liability of SOLOS LIMITED is the resupply of information or Purchase Services to you.
You expressly understand and agree that SOLOS LIMITED , its affiliates, employees, agents, contributors, third party content providers and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
SOLOS LIMITED is not responsible or liable in any manner for any site content (including the Content and Third Party Content) posted on the Website or in connection with the Purchase Services, whether posted or caused by users of the website of SOLOS LIMITED, by third parties or by any of the Purchase Services offered by SOLOS LIMITED.
You acknowledge that SOLOS LIMITED does not provide the Delivery Services to you and you agree that SOLOS LIMITED will not be liable to you for any special, indirect or consequential loss or damage, loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Delivery Services.
12. Termination of Contract
The Terms will continue to apply until terminated by either you or by SOLOS LIMITED as set out below.
If you want to terminate the Terms, you may do so by:
notifying SOLOS LIMITED at any time; and
closing your accounts for all of the Purchase Services which you use,
where SOLOS LIMITED has made this option available to you.
Your notice should be sent, in writing, to SOLOS LIMITED via the ‘Contact Us’ link on our homepage.
SOLOS LIMITED may at any time, terminate the Terms with you if:
you have breached any provision of the Terms or intend to breach any provision;
SOLOS LIMITED is required to do so by law;
the partner with whom SOLOS LIMITED offered the Purchase Services to you has terminated its relationship with SOLOS LIMITED or ceased to offer the Purchase Services to you;
SOLOS LIMITED is transitioning to no longer providing the Purchase Services to Users in the country in which you are resident or from which you use the service; or
the provision of the Purchase Services to you by SOLOS LIMITED is, in the opinion of SOLOS LIMITED, no longer commercially viable.
Subject to local applicable laws, SOLOS LIMITED reserves the right to
discontinue or cancel your membership to the Website at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Purchase Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts SOLOS LIMITED ‘s name or reputation or violates the rights of those of another party.
When the Terms come to an end, all of the legal rights, obligations and liabilities that you and SOLOS LIMITED have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this clause shall continue to apply to such rights, obligations and liabilities indefinitely.
You agree to indemnify SOLOS LIMITED , its affiliates, employees, agents, contributors, third party content providers and licensors from and against:
all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with any Content you post through the Website;
any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so and any breach by you or your agents of these Terms; and/or
any breach of the Terms.
14. Dispute Resolution
If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
A party to the Terms claiming a dispute (‘Dispute‘) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
On receipt of that notice (‘Notice‘) by that other party, the parties to the Terms (‘Parties‘) must:
Within 30 days of the Notice endeavour in good faith to resolve the
Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
If for any reason whatsoever, 30 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Arbitration or his or her nominee;
The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
The mediation will be held in Sydney, Australia.
All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.
Termination of Mediation:
If Yes have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
15. Venue and Jurisdiction
The Purchase Services offered by SOLOS LIMITED is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.
16. Governing Law
The Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
17. Independent Legal Advice
Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.
If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.
The supply of Goods & Services by Solos Limited (ABN 48 626 339 857) to the Buyer will be subject to these terms and conditions of supply.
In these terms and conditions, unless the context otherwise requires:
“GST” means Goods and Services Tax or other tax that is substituted or replaces the GST tax.
“Seller” means Solos Limited (Australia)
“Buyer” means any person or persons, company or business entity to whom the Seller sells or supplies, or proposes to sell or supply, Goods or Services.
“Goods” means the goods or products supplied or sold by the Seller to the Buyer from time to time.
“Supplier” means the Seller.
“Services” means any services provided by the Supplier.
“PPSA” means the Personal Property Securities Act 2009 (Cth) as amended from time to time.
“Quote” means any quote that remains valid for 30 days and includes only the Goods
“Order” means a purchase order issued by the Buyer to the Supplier in writing via email or a system generated document or any other suitable media
“GST Law” means the New Tax System (Goods and Services Tax) Act 1999 (Cth)
These Terms and Conditions will apply to the purchase of the goods detailed in Seller’s quote or order by the Buyer from Seller Solos Limited a company registered in New South Wales, Australia under ABN 48 626 339 857 whose registered office is at Unit 15B, 390 Eastern Valley Way Roseville NSW (we or us).
These Terms and Conditions will be deemed to have been accepted by Buyer when Buyer issues an order or any act by the Seller which indicates fulfilment of order or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between Buyer and Seller
These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between Buyer and Seller, to the exclusion of any other terms that Buyer try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing
Any quotation by Seller is not and shall not be interpreted as an offer capable of acceptance or as creating an obligation to sell.
All drawings, specifications & details furnished by Seller or contained in catalogues, price list or website are by way of general description only of the Goods and shall not form part of this contract.
If a Buyer cancels or modifies any Order or part Order for Goods with specifications requested by the Buyer or standard Goods with non-standard materials at any time after the Seller has received the Order then without prejudice to any other rights the Seller has against the Buyer the Seller reserves the right to charge the Buyer costs and charges for materials already acquired for the Order together with the cost of any labour and tooling expended to the date of such cancellation or alterations.
Words imparting the singular number include the plural and vice-versa
Seller will invoice Buyer for the Price either:
On or at any time after delivery of the Goods; or
Where the Goods are to be collected by Buyer or where Buyer wrongfully do not take delivery of the Goods, at any time after Seller has notified Buyer that the Goods are ready for collection or Seller has tried to deliver them.
Buyer must pay the Price by deposit or within 30 days of the date of our invoice or otherwise according to any credit terms agreed between us.
If Buyer does not pay within the period set out above, Seller will suspend any further deliveries to Buyer and without limiting any of Sellers other rights or remedies for statutory interest, charge Buyer interest at the rate of 12% per annum on the amount outstanding until Buyer pay in full.
Time for payment will be of the essence of the Contract between Buyer and Seller.
All payments must be made in Australian Dollar unless otherwise agreed in writing between us.
Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
Seller will arrange for the delivery of the Goods to the address specified in the quotation, or Buyer’s order or to another location as agreed in writing between the Buyer & Seller.
If Buyer does not specify a delivery address or if both Buyer & Seller agree, Buyer must collect the Goods from Seller’s premises.
Seller may at its discretion agree to act as agent for Buyer for delivery beyond store or works and all costs of carriage and insurance shall be paid by the Buyer. The Seller shall not be liable for any damages caused to the Goods whilst they are in transit.
The Buyer shall at the Buyer’s expense provide labour, cranes or forklift and reasonable access to point of delivery for offloading of Goods without delay.
Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to 8 pm or unless otherwise specified between the parties.
If Buyer does not take delivery of the Goods Seller may, at Seller’s discretion and without prejudice to any other rights:
store or arrange for the storage of the Goods and will charge Buyer for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and / or
make arrangements for the redelivery of the Goods and will charge Buyer for the costs of such redelivery; and/or
after 10 business days, resell or otherwise dispose of part or all of the Goods and charge Buyer for any shortfall below the price of the Goods.
If redelivery is not possible as set out above, Buyer must collect the Goods from Seller’s premises and will be notified of this. Seller can charge Buyer for all associated costs including, but not limited to, storage and insurance.
Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Seller will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond Seller’s control or Buyer’s failure to provide Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
Seller can deliver the Goods by installments, which will be invoiced and paid for separately. Each installment is a separate contract. Any delay in delivery or defect in an installment will not entitle Buyer to cancel any other installment.
6. Inspection & Acceptance Of Goods
It is Buyer’s responsibility when accepting this contract or ordering to ensure the Goods ordered conform to Buyer’s requirements and are suitable and sufficient for Buyer’s purpose.
Buyer must inspect the Goods on delivery or collection.
If Buyer identifies any damages or shortages, you must inform us in writing within 7 days of delivery, providing details.
Other than by agreement, Seller will only accept returned Goods if Seller is satisfied that those Goods are defective and if required, have carried out an inspection.
Subject to Buyer’s compliance with this clause and/or Seller’s agreement, Buyer may return the Goods and Seller will, as appropriate, repair, or replace, or refund the Goods or part of them.
Seller will be under no liability or further obligation in relation to the Goods if:
if Buyer fails to provide notice as set above; and/or
Buyer makes any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
the defect arises because Buyer did not follow Seller’s oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or
the defect arises from normal wear and tear of the Goods; and/or
the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by Buyer, Buyer’s employees or agents or any third parties.
Buyer bear’s the risk and cost of returning the Goods.
Acceptance of the Goods will be deemed to be upon inspection of them by Buyer and in any event within 1 day after delivery
7. Risk & Title
The risk in the Goods will pass to Buyer on completion of delivery.
Title to the Goods will not pass to Buyer until Seller has received payment in full (in cash or cleared funds) for: (a) the Goods and/or (b) any other goods or services that Seller has supplied to Buyer in respect of which payment has become due.
Until title to the Goods has passed to Buyer, Buyer must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy Seller may have, or can at any time ask Buyer to deliver up the Goods and, if Buyer fail to do so promptly, enter any of Buyer’s premises or of any third party where the Goods are stored in order to recover them.
The Buyer covenants to the Seller that it shall sign anything and do anything the Seller requires to further or more effectively secure the Seller’s rights over the applicable Goods or under these terms and conditions. This includes anything the Seller requires in order for it to:
register and maintain (including renew before expiry) one or more financing statements in relation to any Security Interest in the relevant Goods created by these terms and conditions and/or any Order;
remove any financing statement which is registered against the Buyer or in relation to a Security Interest which is not a Permitted Security Interest; and
obtain possession or control of any Goods for the purposes of perfecting any Security Interest in that property by possession or control for the purposes of the PPS Act.
The Buyer waives its rights to receive a verification statement in respect of any financing statement or financing change statement registered by or on behalf of the Seller under the PPSA to the extent permitted by the PPSA and agrees to that as between the Seller and the Buyer, to the extent permitted by the PPSA, the Buyer will have no rights under (or by reference to) sections 95, 96, 117, 118, 120, 121(4), 123, 125, 126, 128, 129, 130, 132(3)(d), 132(4), 134(1), 135, 142 and 143 of the PPSA.
Seller can terminate the sale of Goods under the Contract where:
Buyer commit’s a material breach of his obligations under these Terms and Conditions;
Buyer is or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
Buyer enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with Buyer’s creditors; or
Buyer convene any meeting of Buyer’s creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of Buyer’s assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by Buyer or any of Buyer’s directors or by a qualifying floating charge holder, a resolution is passed or petition presented to any court for the winding up of Buyer’s affairs or for the granting of an administration order, or any proceedings are commenced relating to Buyer’s insolvency or possible insolvency.
9. Limitation Of Liability
Seller’s liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.
Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
Seller total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
If Seller does not deliver the Goods, Seller liability is limited, subject to the clause below, to the costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
Seller will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
any indirect, special or consequential loss, damage, costs, or expenses; and/or
any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or
any failure to perform any of Seller’s obligations if such delay or failure is due to any cause beyond Seller’s reasonable control; and/or
any losses caused directly or indirectly by any failure or breach by Buyer in relation to Buyer’s obligations; and/or
any loss relating to the choice of the Goods and how they will meet Buyer’s purpose or the use by Buyer of the Goods supplied.
The exclusions of liability contained within this clause will not exclude or limit Seller’s liability for death or personal injury caused by Seller’s negligence; or for any matter for which it would be illegal for Seller to exclude or limit Seller’s liability; and for fraud or fraudulent misrepresentation.
All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
Notices will be deemed to have been duly given:
when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
on the fifth business day following mailing, if mailed by AUSPOST
All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
11. Force Majeure
Neither party shall be liable for any failure nor delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
12. No Waiver
No waiver by Seller of any breach of these Terms and Conditions by Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
14. Law & Jurisdiction
These Terms and Conditions are governed by and interpreted according to Australian law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the Australian courts.