Terms of Trade

                                  Adventure Online Pty Ltd - Terms of Trade (“Terms”)

 

1. Application of Terms
     1.1 These Terms, together with our quotation (if any), govern our supply of Goods and Services to you, including supplies on a cash basis.

     1.2 If you wish to negotiate these Terms with us then you should respond to this document, marking up these Terms and drawing those changes to our attention and obtain our agreement in writing.

     1.3 It is not our practice to otherwise review terms and conditions on documents that you issue to us.

     1.4 Unless we otherwise agree in writing, we do not accept, and will not be bound by, any terms or conditions included in, attached to, or referenced in, any other document you give to us like a purchase order.

 

2. Quotations
 2.1 Each quotation that we issue:

     (a) is an estimate only;
     (b) is not an offer or obligation to supply any Goods or to perform any Services; 
     (c) is exclusive of:
     (i) GST, customs duty, and any similar tax or impost;
     (ii) relevant Approvals; and
     (iii) deposit terms;
     (d) does not include the costs of delivering Goods;
     (e) remains valid for acceptance for a period of thirty (30) days from the date of quotation, unless withdrawn or varied by us at any time before a contract for supply is formed; and
     (f) contains a price on the basis that all Services are performed, and all Goods delivered, during our usual business hours, unless the quotation states otherwise.
 2.2 Quotations provided orally are subject to written confirmation.

 2.3 A quotation may include additional terms or conditions, which will supplement these Terms.

 2.4 Should you wish to have Services performed or Goods delivered outside our usual business hours please let us know as additional charges may apply.

 

3. Formation of Contract
 3.1 We are not obliged to supply any Goods or provide Services until after a contract for supply is formed.

 3.2 A contract for supply is formed, and you have accepted these Terms, when:

     (a) you have placed an Order with us; and
     (b) we have received any deposit we have required from you in respect of the Order before progressing it; and
either we have:
      (c) accepted your Order in writing; or
     (d) supplied you with any Goods or performed any Services following receipt of your Order.
 3.3 If you revoke an Order:

      (a) prior to the formation of a contract for supply then:
     (i) we will refund you any deposit you have paid in respect of that Order; and
     (ii) you will not be required to pay any fee for the cancellation of the Order; or alternatively
     (b) after the formation of a contract for supply then unless we are in breach of the contract for supply:
     (i) you must pay all our reasonable costs associated with fulfilment of your Order; and
(ii) we may apply any deposit you have paid towards those costs.

4. Price
 4.1 The price payable for the Goods or Services will be:

     (a) the price agreed in writing; or alternatively
     (b) the price by our prevailing price list or rates as when you place your Order.

5. Price Variations

 5.1 This clause 5 applies where a contract for supply has formed pursuant to clause 3.2.

 5.2 Unless otherwise agreed, where you request or direct that any Goods or Services be supplied that are not strictly in accordance with your Order, then such Goods or Services shall constitute a price variation and clause 5.3 will apply. 

 5.3 You acknowledge and agree that:

     (a) all price variations under clause 5.2 must be agreed between the parties in writing prior to the Goods or Services being supplied; and
     (b) all price variations shall be, at our discretion acting reasonably, invoiced at the rate(s) specified in the quotation, as specifically quoted, or in accordance with our current prevailing rates or price list.
 5.4 Subject to clause 5.5, we reserve the right to vary the price or rates specified in the Order if:

     (a) there is any movement in the cost of supplying the Goods or Services (including manufacturing, transport, or foreign exchange fluctuations);
     (b) additional Goods or Services are required due to the discovery of hidden or unforeseen problems;
     (c) the Goods or Services specified in the Order are varied from the quotation;
     (d) you request:
     (i) Goods or Services rendered outside usual business hours;
     (ii) different Goods or Services to be supplied; or
     (iii) that we delay provision for sixty (60) days or more;
     (e) otherwise as provided for in these terms and conditions.
 5.5 Where we vary the price or rates pursuant to clause 5.4, we will notify you. Thereafter you may reject the new price within seven (7) days and terminate the contract without penalty.

 

6. Lead Times
 6.1 Any lead time stated by us:

     (a) is intended as an estimate only and is not a contractual commitment; and
     (b) is subject to drawing approvals, materials availability, capacity, and credit approval.
 6.2 All Goods are supplied to metric sizes. Imperial dimensions will be converted to approximate metric equivalents.

 6.3 We are under no obligation to proceed if:

     (a) you have not selected the colour and finish; or
     (b) you have not provided required information.

7. Delivery and Risk
 7.1 Unless otherwise agreed, you must reimburse us for all delivery costs including transport, shipping, and freight.

 7.2 We will use reasonable endeavours to deliver at the agreed time. You must make necessary arrangements to take delivery.

 7.3 You acknowledge that:

     (a) time in respect of delivery is not of the essence; and
     (b) any timeframe is an estimate only.
 7.4 Risk of loss or damage passes to you when:

     (a) you collect the Goods;
     (b) we deliver the Goods to the location in your Order; or
     (c) your nominated carrier takes possession.
 7.5 Safe access is your responsibility. If the site is deemed unsafe, the driver may:

     (a) refuse delivery (additional fees will apply for re-delivery); or
     (b) deliver to the nearest safe location.
 7.6 Signing the delivery docket confirms receipt in apparent good order.

 7.7 Delivery to unattended locations is at your risk.

 7.8 If delivery is deferred at your request or due to your inability to accept delivery, you will pay:

     (e) reasonable daily storage charges; and
     (f) any re-delivery costs.
 7.9 We may deliver in one or more lots and invoice pro rata.

 

8. Provision of Services
 8.1 We determine the method and performance of Services at our reasonable discretion.

 8.2 Prior to commencement, you must:

     (a) obtain all relevant Approvals;
     (b) provide required documentation; and
     (c) inform us of special safety requirements.
 8.3 Completion dates for Services are estimates only and time is not of the essence. 

 8.4 Delays beyond our control allow us to extend the time for completion.

 

9. Payment Terms
 9.1 Unless you have a Credit Facility:

     (a) deposits must be paid before we commence work;
     (b) Goods must be paid for before despatch; and
     (c) Services must be paid within seven (7) days of invoice.
 9.2 We accept cash, cheque, EFT, Visa, or Mastercard.

 9.3 We may charge a payment surcharge equal to our cost of acceptance.

 9.4 You agree to pay GST upon receipt of a tax invoice.

 9.5 Payments must be made without set-off or deduction.

 

10. Claims
 10.1 Within seven (7) business days of delivery, you must:

     (a) inspect Goods for shortfall or defects;
     (b) provide written notice of any Claim;
     (c) provide photographic evidence and permit access for inspection; and
     (d) preserve Goods in their delivered state.
 10.2 Claims for non-delivery must be made within seven (7) days of the invoice date.

 10.3 If you fail to notify us within these timeframes, Goods are deemed accepted in good condition.

 

11. Returns
 11.1 Returns are accepted if Goods are defective or do not conform to the contract.

 11.2 Change-of-mind returns may be accepted at our discretion subject to:

     (i) a handling fee of up to 20%;
     (ii) Goods being in original condition; and
     (iii) Goods not being custom-made.

12. Retention of Title
 12.1 Until payment is made in full:

     (a) title remains with us;
     (b) you hold Goods as fiduciary bailee; and
     (d) you may sell Goods in the ordinary course of business as our agent.
 12.2 We may enter your premises to repossess Goods if you are in default.

 

13. Security Interest
 13.1 You must reimburse us for PPSR registration costs.

 13.3 You waive your right to receive a verification statement under the PPS Act.

 

14. Particular Purpose
 14.1 You must advise us in writing if Goods are required for a particular purpose; otherwise, you acknowledge you have not relied on our skill or judgment for that purpose.

 

15. Customer Material
 15.1 You warrant that material provided is accurate and does not infringe third-party IP. 

 15.2 You grant us a worldwide, royalty-free licence to use your material for supply and marketing.

 

16. Intellectual Property Rights
 16.1 All IP in Working Documents and Goods remains our property.

 16.3 You must not modify, copy, clone, or reverse engineer any of our Goods. 

 

17. Privacy
 17.1 You must comply with all Privacy Laws.

 17.2 You must notify us immediately of any data breach affecting Personal Information.

 

18. Data
 18.1 Website and creation data remain our property.

 

19. Default
 19.2 Interest of 10% per annum may be charged on outstanding debts.

 19.3 We may suspend supply or require pre-payment in full.

 

20. Indemnity
 20.1 You indemnify us against loss arising from your default, including legal costs on an indemnity basis.

 

21. Limitation of Liability
 21.1 Neither party is liable for Consequential Loss.

 21.3 For non-consumer contracts, our liability is limited to repairing/replacing Goods or re-supplying Services.

 

22. Termination
 22.1 Either party may terminate if the other:

     (a) commits a material breach (unremedied after 7 days);
     (c) becomes insolvent; or
     (g) enters voluntary administration.

23. Trustees
 23.1 If you are a trustee, you enter this contract in both your capacity as trustee and personally.

 

24. Variation
 24.1 We may amend these Terms by notifying you in writing.

 

25. Assignment
 25.1 Assignment requires written consent, except where we transfer our business as a going concern.

 

26. Conflicts and Inconsistencies
Order of Precedence:

Additional terms in our quotation;
Credit Facility terms;
These Terms.

27. Severance
 27.1 If any term is invalid, it will be read down or severed without affecting the rest of the contract.

 

28. Governing Law
 28.1 Governed by the laws of Queensland, Australia.

 

29. Definitions
(Summarized list of key definitions provided in the source text)

Goods: All goods supplied by us.

PPS Act: Personal Property Securities Act 2009 (Cth).

Supplier/We/Us: Adventure Online Pty Ltd.

30. Interpretation
 30.1 Times refer to Brisbane, Australia.

 30.2 Currency is in AUD ($).

 30.5 Singular includes plural and vice versa.

 30.6 “In writing” or “written” means any expression of information in words, numbers, or other symbols, which can be read, reproduced, and later communicated, and includes electronically transmitted and stored information.

 30.7 If a word or phrase is given a defined meaning, its other grammatical forms have a corresponding meaning.

 30.8 Words such as “includes”, “including”, and “for example” are not words of limitation and are to be construed as though followed by the words “without limitation”.

 30.9 A term of an agreement in favour of two or more persons is for the benefit of them jointly and each of them separately.