Restaurant Equipment Online - Supply Terms and Conditions

IMPORTANT! Please note:

These Terms apply whenever Restaurant Equipment Online Pty Ltd (ACN 612 051 153) ('we', 'us', 'our') supplies Goods to a Customer ('you', 'your') and where applicable, to your use of the Website.

  1.                    Contract
    1.                These Terms include all those statutory rights conferred on you which we are not capable of excluding, restricting or modifying, including the Non-Excludable Rights.
    2.                Subject to clause 1.1, you acknowledge and agree that these Terms take precedence over all other conditions of supply, and apply to the exclusion of all other documents, prior discussions, representations, understandings or arrangements (written or oral, express or implied) and other representations (contractual or otherwise), whether or not endorsed or delivered with or referred to in any order or other documents you deliver to us.
    3.                If there is any inconsistency between the documents forming the Contract, the inconsistency will be resolved by applying the following order of precedence: (a) these Terms; (b) the Order(s); and (c) the Credit Application.
    4.                We may alter these Terms from time to time by publishing an updated version of the Terms on the Website. It is your responsibility to check the current Terms that apply on the Website before placing an Order.
    5.                By accessing the Website, you agree to be bound by clause 18 of these Terms. By placing an Order, or signing and returning a copy of these Terms, you agree to be bound by the Terms in their entirety, as amended from time to time under clause 1.4.
  2.                    Orders
    1.                You may order Goods from us by placing an order for Goods on the Website, or using any other method nominated in writing by us from time to time, which may include placing an order in writing in response to our quotation.
    2.                Your order of Goods under clause 2.1 constitutes an offer to acquire the Goods from us on and subject to these Terms, which if accepted by us, will become an 'Order' for the purposes of these Terms and form part of the Contract.
    3.                We have the sole discretion to accept or reject an order. We will notify you of such acceptance or rejection in writing, however if you do not hear back from us within [7] days, we will be deemed to have rejected your Order. In relation to orders placed on the Website:
      1.                 your order is not yet accepted by us when you receive a confirmation email acknowledging details of your order. This email confirms that we have received notice of your order, but not that we have accepted your order; and
      2.                 your order is accepted by us when you receive written communication from us (or our authorised agent) confirming that the Goods have been dispatched (or are ready for collection by you).
    4.                If we reject your order under clause 2.3, we will refund any amounts paid by you in respect of that order to your original payment method.
    5.                You may cancel your order at any time before we accept it under clause 2.3 by notifying us in writing, in which case we will refund any amounts paid by you in respect of that order to your original payment method.
    6.                Other than as permitted in clause 4.4(c)4.5(c), or under the Australian Consumer Law:
      1.                 you may not without our consent cancel your Order after we have accepted it;
      2.                 if at the time you make a cancellation request, we have incurred or have committed to incurring cost as part of fulfilling your Order (including with our suppliers), that we cannot otherwise reasonably mitigate if the Order were to be cancelled, we may consent to cancellation on the condition that you reimburse us for such reasonable direct costs;
      3.                 if we consent to cancellation of your Order we will refund  any amounts paid by you in respect of that Order to your original payment method, less any reasonable direct costs where clause 2.6(b) applies); and
      4.                 we may cancel your Order after we have accepted it where it is reasonably necessary to do so in response to unanticipated supply disruptions, in which case we will refund all amounts paid by you in respect of that Order to your original payment method.
  3.                    No reliance or representations

You acknowledge that, other than in relation to any Non-Excludable Rights that you may have:

  1.                you have not relied on any service involving skill or judgment, or on any advice, recommendation or information given by us regarding the Goods or their use or application;
  2.                variations may occur in the colour and texture of materials used in the manufacture of products and we give no warranty or guarantee that the Goods will correspond in appearance with any sample or display, including on the Website;
  3.                neither us, nor any person purporting to act on our behalf, has made any representation which is not expressly set out in writing, about the fitness of the Goods for any particular purpose;
  4.                you alone are responsible for determining whether the Goods are for the purpose for which you intend to use them; and
  5.                any description of the Goods that we give is by way of identification only and the use of such description does not constitute a sale by description.
  1.                    Price
    1.                All prices quoted are in Australian dollars and except as otherwise expressly stated, are inclusive of GST and any other sales, value added or similar tax.
    2.                The price of the Goods will be the price quoted by us in a quotation, or in the absence of a quotation, the price shown at checkout on the Website.
    3.                We will be bound by any quotation that we issue you for the period set out in the quotation or, if no period is stated, for 30 days from the date of the quotation. We may revise or revoke a quotation during this period if:
      1.                 you request an update to the Goods, the quantity of Goods or the delivery address;
      2.                 the wholesale price of the Goods, or freight and delivery costs in relation to the Goods (where applicable), increases during the period; or
      3.                 we and you agree on a new quotation in relation to the Goods.
    4.                If there is a change in the costs or expenses payable by us to supply the Goods to you under the Order that arises between the date of the Order and the date of delivery:
      1.                 we may, acting reasonably, increase the price under the Order to reflect such additional costs and expenses;
      2.                 we will notify you of any increase as soon as reasonably practicable; and
      3.                 if you do not wish to proceed with the Order based on the revised price, you may cancel the Order without penalty or liability to us by giving us notice in writing, and we may, after receiving such notice, either withdraw the variation so that the Order will continue and you will only be required to pay the original price, or otherwise accept your notice to cancel the Order, in which case we will refund all amounts paid by you in respect of that Order to your original payment method.
  2.                    Payment
    1.                You must pay the price for the Goods:
      1.                 where a Credit Application or other agreed credit arrangement applies, by the due date and using the method set out in the Credit Application or relevant invoice; and
      2.                 in all other cases, at the time an order is placed on the Website.
    2.                Without limiting any of our other rights or remedies, if you:
      1.                 default on any payment under the Contract, and fail to remedy such default within [30] days after we give you written notice of the default;
      2.                 breach any material term of the Contract, which can be remedied, but is not remedied within [30] days after we give you written notice of the breach;
      3.                 breach any material term of the Contract which is incapable of remedy; or
      4.                 suffer an Insolvency Event,

then:

  1.                 we may cancel any Orders which have not yet been delivered, in which case we will apply any amounts paid by you in respect of those Orders to any amounts you owe us under the Contract, before refunding you the balance (if any); 
  2.                   all amounts you owe to us, whether due at that time or not, will become due and payable, and will attract interest at 2% per annum above the most recent prime rate, indicator rate, or reference rate (however described) for business overdrafts published by the Commonwealth Bank of Australia; and
  3.                 such interest will accrue from the date payment was due to the date payment is made, will be calculated daily and capitalised monthly, and must be paid by you on demand.
  1.                If we take steps to recover any amount you owe to us, you will be responsible for any reasonable loss that we incur in recovering the amount owing.
  1.                    Delivery
    1.                We offer delivery of the Goods using the following methods:
      1.                 shipment of the Goods by us or our agent to you at your nominated delivery address, unloaded outside of your premises or in a loading bay only (Standard Delivery);
      2.                 shipment of the Goods by us or our agent to you at your nominated delivery address, unloaded inside of your premises where the Goods are intended to be located, which may also include any Services, as agreed by you and us and set out in the relevant Order (Premium” or “Special Delivery); and
      3.                 collection by you or your agent from us or our agent at our nominated collection address (Collection).
    2.                The Order will specify whether delivery of the Goods will be effected by Standard Delivery, Special Premium Delivery, or Collection.
    3.                We may deliver the Goods in separate instalments, including where your Order consists of Goods that will be shipped from different locations. Where clause 5.1(a) applies, each separate instalment will be invoiced and must be paid for in accordance with these Terms.
    4.                Delivery of the Goods to your third party nominee is deemed to be delivery to you for the purposes of these Terms.
    5.                Where the Goods are delivered by Standard Delivery or Special Premium Delivery:
      1.                 you acknowledge and agree that:
        1.                   in the case of Standard Delivery, we will use all reasonable efforts to deliver the Goods within the estimated delivery timeframes, and in any case within a reasonable time; and
        2.                  in the case of Special Premium Delivery, we will use all reasonable efforts to deliver the Goods on any agreed delivery date, and in any case within the estimated delivery timeframes or within a reasonable time;
      2.                 despite our reasonable efforts, unforeseen circumstances (such as traffic congestion, weather events, delivery delays, and road closures) may impact our ability to deliver by any agreed delivery date or within an estimated delivery timeframe, and that in such case delivery may need to be rescheduled;
      3.                 you must:
        1.                   ensure that the correct delivery address is provided in the Order;
        2.                  inform us of any issues, difficulties or specific requirements associated with the delivery of the Goods or carrying out or completion of any Services at the time of purchase, or where such issues, difficulties or specific requirements arise or become apparent after the time of purchase, as they arise or become apparent;
        3.                ensure that the Goods ordered are capable of effective and safe delivery, including that, in the case of Special Premium Delivery, the Goods will fit through access areas such as doorways and stairs; and
        4.                ensure safe access for the delivery of Goods or carrying out or completion of any Services, including by ensuring that the delivery location does not require our delivery personnel to navigate active construction sites or, in the case of Special Premium Delivery, deliver goods via fair stairs or balcony lifts, or undertake Services in conditions which are unsafe or non-compliant with work health and safety laws; and
      4.                 subject to any Non-Excludable Rights, where delivery is unsuccessful due to your failure to comply with any part of clause 6.5(c), the Goods will be returned to the original shipment location, and you will be required to pay for the cost of re-delivery of the Goods;
      5.                 we may accept or reject any request from you to update your nominated delivery address, and will notify you of the updated delivery fee if such request is accepted; and.
      6.                   where you opt for Standard Delivery, you must not instruct our delivery personnel to enter your premises to deliver the Goods or to provide any ancillary Services. Subject to any Non-Excludable Rights, we will not be liable for any Loss that arises due to your breach of this clause 6.5, except where caused by our negligence.  
    6.                Where the Goods are delivered by Collection, you acknowledge and agree that:
      1.                 we will contact you when the Goods are ready for collection from our nominated collection address to schedule a time for collection;
      2.                 collections must be pre-arranged by us with our suppliers and warehouses, and you must provide us (or our agent) with all reasonable assistance required to coordinate the collection of your Goods;
      3.                 you will check the 'package dimensions' of the Goods to ensure that they are capable of effective delivery using the transportation vehicle selected by you or your agent;
      4.                 it is the responsibility of you (or your agent) to load and secure the Goods and to provide all necessary labour and materials required for such purpose; and
      5.                 we are under no obligation to assist you (or your agent) to load or secure the Goods at our nominated collection address.
  2.                    Shortages and Defects
    1.                You must, as soon as possiblewithin 24 hours after delivery of the Goods, check the quantity of the Goods delivered against the quantity due to be delivered. Subject to any Non-Excludable Rights, we are not responsible for making good any shortage unless you give us notice of the shortage within 14 days24 hours after delivery.
    2.                You must, as soon as possiblewithin 24 hours after delivery of the Goods or performance of the Services, check whether the Goods or Services, are Defective when delivered or performed, contain any Defects which are obvious or able to be detected by a visual inspection of the Goods or Services (Obvious Defects). Subject to clause 7.3, you must advise us of any Obvious Defects within 14 days24 hours after delivery. If you give us notice under this clause 7.2, you must:
      1.                 preserve the Goods or Service deliverables in the state in which they were delivered for 14 days after giving notice; and
      2.                 during that period, allow us to access your premises to inspect the Goods or Service deliverables; or
      3.                 at our request, return the Goods, within 14 days after the delivery date, in the condition in which they were delivered and with all packaging material in as new condition as is reasonably possible in the circumstances. Where we make such request, we will be responsible for the costs of return, unless we reasonably determine following inspection that the returned Goods are not Defectivedo not contain Obvious Defects, in which case you must reimburse us for the return costs.
    3.                The process set out in clause 7.2 does not only apply applies to Defects that are not obvious or are not able to be detected by a visual inspection of the Goods or ServicesObvious Defects.  . For Goods or Services that contain a Defect that is not an Obvious Defectin that category, you must advise us of any Defects within the period following delivery of the Goods or performance of the Services in which it would be reasonable to expect the relevant Defect to become apparent.
    4.                You acknowledge and agree that, subject to any Non-Excludable Rights, Goods and Services will not be considered Defective where the purported Defect:
      1.                 was disclosed to you as a feature or limitation of the Goods or Services before the date of purchase;
      2.                 was caused by you during the period following delivery in which you had risk in the Goods; or
      3.                 is trivial or insubstantial.
    5.                Subject to these Terms and any Non-Excludable Rights, we will not be liable to you for any Defective Goods or Services unless you notify us with full details and a description within the relevant period under clause 7.2 or 7.3, otherwise you are deemed to have accepted the relevant Goods and Services.
    6.                If we reasonably determine, following inspection of the Goods or Services, that the Goods or Services are Defective, subject to these Terms and any Non-Excludable Rights, we may, at our option:
      1.                 in the case of Goods, replace the Goods or refund the price of the Goods; or
      2.                 in the case of Services, re-supply or refund the price of the Services.
  3.                    Returns
    1.                Except as otherwise permitted under these Terms or in relation to any Non-Excludable Rights, we do not provide any refund, exchange or credit note for any change of mind or error in ordering.
    2.                Despite clause 8.1, we may, in limited circumstances and at our sole discretion, accept a refund request for Goods that would not otherwise be eligible for a refund under clause 8.1. If you wish to request the return of Goods for a refund, you may do so via email to: support@restaurantequipment.com.au.
    3.                If we accept a request under clause 8.2, the following conditions will apply:
      1.                 you will be responsible for the return shipping costs;
      2.                 the original shipping costs and credit card fees (2% of total price) will not be refunded;
      3.                 to the extent possible, the Goods must be returned in their original packaging; and
      4.                 you may be charged a reasonable restocking fee which constitutes a genuine pre-estimate of our loss arising from the return of the Goods, including any replacement packaging that we are required to source if you cannot or do not return the Goods in their original packaging.
  4.                    Title and risk
    1.                Where we deliver the Goods to your nominated delivery address, risk in the Goods passes to you upon the Goods being signed for at your nominated delivery address. In all other circumstances, risk in the Goods passes to you on loading of the Goods at our nominated collection address. 
    2.                Title in and to the Goods passes to you on full payment in cleared funds for all Goods. Until we receive full payment in cleared funds for all Goods supplied by us to you, as well as all other amounts owing to us by you under any other contract:
      1.                 you hold the Goods as our bailee;
      2.                 you must maintain the labelling and packaging of the Goods so that they are readily identifiable as our property;
      3.                 you must not sell the Goods except in the ordinary course of your business;
      4.                 you hold the proceeds of any sale of the Goods on trust for us until you pay the proceeds; and
      5.                 if you fail to comply with your payment obligations under the Contract, in addition to any rights we may have under Chapter 4 of the PPSA, we may, without notice, enter into any premises where we suspect the Goods are located and remove them without committing a trespass, even though they may have been attached to other goods or land not owned by us. You irrevocably license us to enter such premises and indemnify us against all Lloss we suffer or incur as a result, except to the extent such Lloss is caused by our negligence;
      6.                   you acknowledge and warrant that we have a security interest (for the purposes of the PPSA) in the Goods and any proceeds described in this clause 9 until title passes to you in accordance with this clause 9. You must do anything we reasonably require to enable us to register our security interest, with the priority that we require and to maintain that registration; and
      7.                 the security interest arising under this clause 9 attaches to the Goods when you obtain possession of the Goods, and it is confirmed that you and us have not agreed that any security interest arising under this clause 9 attaches at any later time.
    3.                Our rights under this clause 9 secure:
      1.                 our right to receive the price of the Goods; and
      2.                 all other amounts owing to us under this Contract and any other contract.
    4.                We must apply all payments received from you in accordance with section 14(6)(c) of the PPSA.
    5.                We do not need to give you any notice under the PPSA unless the notice is required by the PPSA and that requirement cannot be excluded.
  5.                GST
    1.            Words or expressions used in this clause that are defined in A New Tax System (Goods and Services Tax) Act 1999 (GST Act) have the same meaning given to them in that Act.
    2.            Unless otherwise stated, any amount specified in this Contract as the consideration payable for any taxable supply includes any GST payable in respect of that supply.
    3.            Each party agrees to do all things, including providing valid tax invoices and other documentation that may be necessary or desirable to enable or assist the other party to claim any input tax credit, adjustment or refund in relation to any amount of GST paid or payable in respect of any supply made under or in connection with this Contract.
    4.            If a third party makes a taxable supply and this Contract requires a party to this Contract (the payer) to pay for, reimburse or contribute to (pay) any expense or liability incurred by the other party to that third party for that taxable supply, the amount the payer must pay will be the amount of the expense or liability plus the amount of any GST payable in respect thereof but reduced by the amount of any input tax credit to which the other party is entitled in respect of the expense or liability.
    5.            If an adjustment event arises in relation to a taxable supply made by a party under this Contract (Supplier), the amount paid or payable by the party to whom the taxable supply is made (Recipient) pursuant to clause 10.2 will be amended to reflect this and a payment will be made by the Recipient to the Supplier or by the Supplier to the Recipient as the case may be.
       
  6.                Limitation of liability and indemnity
    1.            Nothing in this Contract is intended to have the effect of excluding any applicable law that cannot be excluded, restricted or modified by agreement of the parties (Non-Excludable Rights). 
    2.            Subject to clause 11.1, and to the extent permitted by law:
      1.                 each party excludes all liability to the other for any Consequential Loss;
      2.                 all conditions, implied terms and warranties, whether statutory or otherwise, are excluded in relation to the Goods;
      3.                 our liability for any Lloss, including for breaches of Non-Excludable Rights, to the extent permitted by law, is limited to:
        1.                   in the case of goods:
          1.                the replacement of the goods or the supply of equivalent goods;
          2.                the payment of the cost of replacing the goods or of acquiring equivalent goods; and
        2.                  in the case of services:
          1.                the supplying of the services again; or
          2.                the payment of the cost of having the services supplied again; and
      4.                 subject to clause 11.2(c), each party's liability for any Lloss arising under this Contract is limited to the total value of the Goods supplied under this Contract.
    3.            Each party (Indemnifying Party) must indemnify the other party (Indemnified Party) for any Loss suffered or incurred by the Indemnified Party arising out of the Indemnifying Party's breach of this Contract or negligent act or omission, except to the extent such Loss is caused by the Indemnified Party. The Indemnifying Party acknowledges that it is not necessary for the Indemnified Party to incur an expense or make a payment before enforcing a right of indemnity conferred by this Contract or to mitigate its Loss. The indemnity in this clause 11.3 and any other indemnity in this Contract is a continuing obligation separate and independent from any other obligation and survives the expiry or termination of this Contract.
  7.                Force majeure

We are not liable for any failure or delay in performing any of our obligations under this Contract because of a Force Majeure. If this occurs, we may suspend performance of any obligations under this Contract while the Force Majeure continues or may, without liability, terminate any affected Order or this Contract immediately by giving you written notice.

  1.                PPSA
    1.            Unless a contrary intention appears, words or expressions used in this clause 13 that are defined in the PPSA have the same meaning as given to them in the PPSA.
    2.            If at any time we determine that the Contract (or any of the transactions contemplated by or under it) creates a security interest in our favour over any personal property, we may apply for any registration, or give any notification, in connection with that security interest and you must promptly, if reasonably requested, do any thing (including signing and producing documents, getting documents completed or signed, obtaining consents and supplying information) to:
      1.                 provide more effective security over the relevant personal property;
      2.                 ensure that any such security interest in our favour:
        1.                   is at all times enforceable, perfected (including, where applicable, by control as well as by registration) and otherwise effective; and
        2.                  ranks as a first priority security interest;
      3.                 enable us to prepare and register a financing statement or a financing change statement or give any notification in connection with that security interest; and
      4.                 enable us to exercise any of our rights or perform any of our obligations in connection with any such security interest or under the PPSA.
    3.            All reasonably incurred costs and expenses arising as a result of the actions we take under clause 13.2 will be shared equally between the parties. You must pay us pursuant to this clause 13.3 within 5 days of a written request.
    4.            If Chapter 4 of the PPSA would otherwise apply to the enforcement of the security interest created under the Contract, you agree that the following provisions of the PPSA will not apply:
      1.                 section 95 (notice of removal of accession), to the extent that it requires us to give you notice;
      2.                 section 121(4) (enforcement of liquid assets – notice to grantor);
      3.                 section 125 (obligation to dispose of or retain collateral);
      4.                 section 130 (notice of disposal), to the extent that it requires us to give you notice;
      5.                 section 132(3)(d) (contents of statement of account after disposal);
      6.                   section 132(4) (statement of account if no disposal);
      7.                 section 142 (redemption of collateral); and
      8.                 section 143 (reinstatement of security agreement).
    5.            We do not need to give you any notice required under the PPSA (including a notice of a verification statement under section 157 of the PPSA) unless the requirement for the notice cannot be excluded.
    6.            Neither you nor us will disclose to a person or entity that is not a party to the Contract information of the kind mentioned in section 275(1) of the PPSA unless section 275(7) of the PPSA applies or that information is publicly available.
  2.                Confidentiality
    1.            Each party (Recipient) must keep confidential, and not disclose, the Confidential Information of the other party (Discloser), except as permitted under this Contract or with the prior written consent of the Discloser, or where the Recipient is compelled to do so by law (provided that it gives the Discloser prior written notice if legally permitted).
    2.            The Recipient must only use the Confidential Information of the Discloser for the purpose for which it was disclosed and in connection with this Contract.
  3.                Intellectual Property Rights
    1.            We remain the owner or licensee (as the case may be) of our Background Intellectual Property Rights. We grant you a non-exclusive, non-transferable, royalty-free licence to use our Background Intellectual Property Rights only to the extent necessary to enable you to use, have the full benefit of and, if applicable, resell the Goods you acquire from us, on the condition that you do not use our Intellectual Property Rights in any advertising or publicity without our prior written consent.
    2.            You remain the owner or licensee (as the case may be) of your Background Intellectual Property Rights. You grant to us a non-exclusive, non-transferable, royalty-free licence to use, reproduce, copy and modify your Background Intellectual Property Rights to the extent necessary to enable us to perform our obligations under the Contract or to have the full benefit of the Created IP.
    3.            Where you have supplied us with any designs or specifications, you warrant that the use of those designs or specifications for the manufacturing, processing, assembly or supply of the Goods does not infringe the Intellectual Property Rights of any third party.
    4.            We own any Intellectual Property Rights created or developed under or in connection with this Contract or in the course of supplying the Goods to you (Created IP).
  4.                Privacy
    1.            Each party warrants that it will comply with all applicable Privacy Laws and the Privacy Policy in relation to any Personal Information exchanged between the parties under the Contract.
    2.            You consent to us obtaining from a credit-reporting agency a credit report containing personal credit information about you in relation to credit provided by us under the Credit Application.
    3.            You agree that we may exchange information about you with those credit providers named in the Credit Application or named in a consumer credit report issued by a reporting agency for the following purposes:
      1.                 to assess any application you make;
      2.                 to notify other credit providers of your default;
      3.                 to exchange information with other credit providers as to the status of this credit account, where you are in default with other credit providers; and
      4.                 to assess your credit worthiness.
    4.            You consent to us being given a consumer credit report to collect overdue payment on commercial credit.
    5.            You agree that Personal Information provided by you (and/or any guarantor under the Credit Application) may be used and retained by us for the following purposes (and for other purposes as may be agreed between the parties or required by law from time to time):
      1.                 the provision of Goods;
      2.                 sending you promotional materials (unless you advise otherwise);
      3.                 analysing, verifying or checking your credit, payment and status in relation to the provision of Goods;
      4.                 processing of any payment instructions, direct debit facilities or credit facilities you request; and
      5.                 enabling the daily operation of your account and the collection of amounts outstanding in your account in relation to the Goods.
  5.                Disputes
    1.            Except in relation to interim or urgent interlocutory relief which may be sought at any time, before court or arbitration proceedings are commenced, the parties must endeavour to settle any dispute that arises out of or in connection with this Contract (including as to its existence, validity, breach or termination or as to any claim in tort, in equity or pursuant to any statute) in accordance with this clause 17.
    2.            A party claiming that a dispute has arisen must give a notice in writing to the other party setting out the nature of the dispute. Within a reasonable time following receipt of such notice, the parties must meet and use their reasonable endeavours to resolve the dispute.
    3.            If the dispute is not resolved within 30 days after receipt of such notice, the parties must refer to the dispute to the Victorian Bar's Expedited Mediation Scheme for mediation conducted by a mediator appointed by the President of the Victorian Bar.
    4.            If the dispute is not resolved by mediation, either party may commence court or arbitration proceedings as the case may be.  
  6.                Using the Website
    1.            Registered users
      1.                 This clause 18.1 applies to users who register for an account on the Website.
      2.                 Any information you provide as part of the registration process will be collected, used and stored by us in accordance with the Privacy Policy.
      3.                 You must not use or access the account of any other person, and must not allow any other person to use or access your account.
      4.                 You are solely responsible for the activity that occurs on your account, and must keep your account password secure. If you suspect or become aware of any unauthorised use of your account or that your password is no longer secure, you agree to notify us immediately.
      5.                 We may, acting reasonablyin our sole discretion, terminate your account or restrict your access to the Website. If this occurs, you may be prevented from accessing all or some parts of the Website, including your account details or other content contained in your account. We will not be liable to you or any third party for terminating your account or restricting your access to the Website.
    2.            Links and Third Party Content

The Website may contain links to or display the content of third parties (Third Party Content), including links to websites operated by other organisations and individuals (Third Party Websites). Third Party Content and Third Party Websites may not be under our control. We do not endorse, approve or make any warranty or claim regarding Third Party Content, Third Party Websites or the products, services or information available on any Third Party Website, or in respect of the owner or operator of a Third Party Website or their conduct. If you use or rely upon Third Party Content or Third Party Websites, you do so solely at your own risk.

  1.            Privacy and Personal Information
    1.                 We do not collect Personal Information if you only browse the Website.
    2.                 Our computer server may record details about any computer which is used to access the Website, (such as the IP address, operating system and browser type), the date and time of access, and details of the information downloaded.
  1.                General
    1.            A reference to legislation under this Contract includes any amendment to that legislation, any consolidation or replacement of it, and any subordinate legislation made under it.
    2.            In these Terms, the words 'include', 'including', 'for example', 'such as' or any form of those words or similar expressions do not limit what else is included and must be construed as if they are followed by the words 'without limitation' unless there is express wording to the contrary.
    3.            Neither party may assign or otherwise deal with any of its rights under this Contract without the prior written consent of the other party (which consent must not be unreasonably withheld or delayed).
    4.            A variation of any term of this Contract will be of no force or effect unless it is in writing and signed by the parties.
    5.            A waiver of a right, remedy or power must be in writing and signed by the party giving the waiver. A party does not waive a right, remedy or power if it delays in exercising, fails to exercise or only partially exercises that right, remedy or power.
    6.            If any provision of this Contract or its application to any person or circumstance is or becomes invalid, illegal or unenforceable the provision shall, so far as possible, be read down to such extent as may be necessary to ensure that it is not invalid, illegal or unenforceable. If any provision or part of it cannot be so read down the provision or part of it shall be deemed to be void and severable and the remaining provisions of the Contract shall not in any way be affected or impaired.
    7.            This Contract is governed by the laws of Victoria. The parties submit to the non-exclusive jurisdiction of the courts of Victoria and court of appeal from them in respect of any proceedings arising out of or in connection with this Contract. Each party irrevocably waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.
    8.            If the Customer comprises more than one person:
      1.                 the Contract binds each person jointly and severally; and
      2.                 we are only required to give notices, quotes and other information to one of the persons comprising the Customer (who undertakes to provide the notices, quotes and information to the other persons comprising the Customer).
    9.            The parties are independent contracting parties and nothing in this Contract makes either party the agent or legal representative of the other or grants either party any authority to assume or create an obligation on behalf of the other.
    10.        Without limiting or affecting the continued operation of any clause which as a matter of construction is intended to survive the termination of the Contract, clauses 5, 7, 8, 10, 11, 12, 13, 14, 15, 16, 17 and 19 survive the termination of the Contract.
  2.                Definitions

In these Terms:

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of the relevant State and Territory fair trading acts;

Background Intellectual Property Rights means all Intellectual Property Rights owned or used by a party prior to the date of, or otherwise independent from, this Contract;

Collection has the meaning given in clause 6.1(c);

Confidential Information means:

  1.       the terms of this Contract; and
  2.       all information, know-how, ideas, concepts, technology, industrial, marketing and commercial knowledge of a confidential nature (whether in tangible or intangible form) relating to or developed in connection with or in support of the business of a party which is disclosed, communicated or delivered to, learnt by, or which otherwise comes to the knowledge of or into the possession of the other party under or in connection with this Contract,

but does not include:

  1.        information which is or becomes generally available in the public domain (other than through any breach of confidence);
  2.       information rightfully received by the other party from a third person who is under no obligation of confidentiality in relation to the information and who has not obtained that information either directly or indirectly as a result of a breach of any duty of confidence owed to the first party; or
  3.       information which has been independently developed by the other party;

Consequential Loss means any loss which is indirect or consequential, including loss of revenue, loss of income, loss of business, loss of profits, loss of goodwill or credit, loss of business reputation, future reputation or publicity, loss of use, loss of interest, damage to credit rating, or loss or denial of opportunity;

Contract means the contract for the purchase of Goods comprising these Terms, any Orders we accept under these Terms, and any Credit Application;

Created IP has the meaning given in clause 15.4;

Credit Application means a credit application submitted by you in a form approved by us;

Customer means any person that purchases Goods under this Contract;

Defect or Defective means Goods or Services which are defective in design or workmanship or do not otherwise conform with this Contract and, where applicable, includes Obvious Defects.  a defect or flaw in the Goods which prevents the Goods from being used for the purposes intended for such Goods, or which makes the use of the Goods dangerous, but does not include any defect or flaw that: 

(a)      was disclosed to you as a feature or limitation of the Goods before the date of purchase;

(b)      was caused by you during the period following delivery in which you had risk in the Goods; or

(c)       is trivial or insubstantial.

Force Majeure means an act of God; war, revolution or any other unlawful act against public order or authority; an industrial dispute including strike or other labour disturbances; epidemic or pandemic; a governmental restraint; a shortage or unavailability of raw materials, production capacity or transportation; and any other event not within our reasonable control;

Goods means all goods we agree to supply to you from time to time under the Contract, including any Services that you acquire in relation to those goods;

GST means any goods and services tax and any replacement or similar tax;

GST Law means A New Tax System (Goods and Services Tax) Act 1999 (Cth);

Insolvency Event means the happening of any of these events:

  1.       a party suspends payment of its debts generally, is or becomes unable to pay its debts within the meaning of the Corporations Act 2001 (Cth);
  1.       a party enters into, or resolves to enter into, any arrangement, composition or compromise with, or assignment for the benefit of, its creditors or any class of them;
  2.        a receiver, receiver and manager, liquidator, provisional liquidator, administrator, trustee or similar official is appointed over any of the assets or undertakings of a party, an application or order is made for the winding up or dissolution of a party, or a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution of a party, except for the purpose of an amalgamation or reconstruction which has the other party’s prior consent;
  3.       a party goes bankrupt; or
  4.       party ceases, or threatens to cease, to carry on a business;

Intellectual Property Rights means:

  1.       inventions, discoveries and novel designs, whether or not registered or registrable as patents or designs, including developments or improvements of equipment, products, technology, processes, methods or techniques;
  1.       copyright (including future copyright) throughout the world in all literary works, artistic works, computer software and any other works or subject matter in which copyright subsists and may in the future subsist;
  2.        confidential information and trade secrets;
  3.       trade and service marks (whether registered or unregistered), business names, trade names, domain names, logos and get-up; and
  4.       proprietary rights under the Circuit Layouts Act 1989 (Cth);

Loss means any losses, liabilities, damages, fines, penalties, costs, charges or expenses (including lawyer's fees and expenses on a full indemnity basis);

Non-Excludable Rights has the meaning given in clause 11.1;

Obvious Defects has the meaning given in clause 7.2;

Order means any order placed by you and accepted by us under clause 2.1;

Personal Information has the meaning given in the Privacy Act 1988 (Cth);

PPSA means the Personal Property Securities Act 2009 (Cth);

Special Premium Delivery has the meaning given in clause 6.1(b);

Privacy Laws means all privacy laws including the Privacy Act 1988 (Cth), the Australian Privacy Principles under that Act, and any other laws relating to data protection, surveillance, direct marketing or the handling of personally identifiable information or data;

Privacy Policy means our Privacy Policy located at: https://restaurantequipment.com.au/pages/privacy-policy;

Services means any services that form part of a Special Premium Delivery, which may include installation, appliance removal, packaging removal or connection of Goods at the nominated delivery address, as set out in the relevant Order;

Standard Delivery has the meaning given in clause 6.1(a); and

Website means our website located at: https://restaurantequipment.com.au/.