W&S Plastics Pty Ltd

WEBSITE TERMS OF USE

This website (Site) is operated by W&S Plastics Pty Ltd, ABN 58 001 566 981 (we, our or us).  It is available at: wsplastics.com.au and may be available through other addresses or channels.

Consent: By accessing and/or using our Site, you agree to these Terms of use and our Privacy Policy (Terms) (available on our site). Please read these Terms carefully and immediately cease using our Site if you do not agree to them.

Variations: We may, at any time and at our discretion, vary these Terms by publishing the varied Terms on our Site. We recommend you check our Site regularly to ensure you are aware of our current Terms. Materials and information on this Site (Content) are subject to change without notice. We do not undertake to keep our Site up-to-date and we are not liable if any Content is inaccurate or out-of-date.

Licence to use our Site: We grant you a non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Site in accordance with these Terms.  All other uses are prohibited without our prior written consent.

Prohibited conduct: You must not do or attempt to do anything: that is unlawful; prohibited by any laws applicable to our Site; which we would consider inappropriate; or which might bring us or our Site into disrepute, including (without limitation):

(a)    anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual’s consent) or any other legal rights;

(b)    using our Site to defame, harass, threaten, menace or offend any person;

(c)    interfering with any user using our Site;

(d)    tampering with or modifying our Site, knowingly transmitting viruses or other disabling features, or damaging or interfering with our Site, including (without limitation) using trojan horses, viruses or piracy or programming routines that may damage or interfere with our Site;

(e)    using our Site to send unsolicited email messages; or

(f)     facilitating or assisting a third party to do any of the above acts.

Exclusion of competitors: You are prohibited from using our Site, including the Content, in any way that competes with our business.

Information: The Content is not comprehensive and is for general information purposes only.  It does not take into account your specific needs, objectives or circumstances, and it is not advice.  While we use reasonable attempts to ensure the accuracy and completeness of the Content, we make no representation or warranty in relation to it, to the maximum extent permitted by law.

Intellectual Property rights: Unless otherwise indicated, we own or licence all rights, title and interest (including intellectual property rights) in our Site and all of the Content. Your use of our Site and your use of and access to any Content does not grant or transfer to you any rights, title or interest in relation to our Site or the Content. You must not:

(a)           copy or use, in whole or in part, any Content;

(b)           reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any Content to any third party; or

(c)            breach any intellectual property rights connected with our Site or the Content, including (without limitation) altering or modifying any of the Content, causing any of the Content to be framed or embedded in another website or platform, or creating derivative works from the Content.

User Content: You may be permitted to post, upload, publish, submit or transmit relevant information and content (User Content) on our Site.  By making available any User Content on or through our Site, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use the User Content, with the right to use, view, copy, adapt, modify, distribute, license, sell, transfer, communicate, publicly display, publicly perform, transmit, stream, broadcast, access, or otherwise exploit such User Content on, through or by means of our Site.

You agree that you are solely responsible for all User Content that you make available on or through our Site.  You represent and warrant that:

(a)           you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content (as contemplated by these Terms); and

(b)           neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User Content on, through or by means of our Site will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

We do not endorse or approve, and are not responsible for, any User Content. We may, at any time (at our sole discretion), remove any User Content.

Third party sites: Our Site may contain links to websites operated by third parties.  Unless expressly stated otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites.  You should make your own investigations with respect to the suitability of those websites.

Discontinuance: We may, at any time and without notice to you, discontinue our Site, in whole or in part.  We may also exclude any person from using our Site, at any time and at our sole discretion. We are not responsible for any Liability you may suffer arising from or in connection with any such discontinuance or exclusion.

Warranties and disclaimers: To the maximum extent permitted by law, we make no representations or warranties about our Site or the Content, including (without limitation) that:

(a)    they are complete, accurate, reliable, up-to-date and suitable for any particular purpose;

(b)    access will be uninterrupted, error-free or free from viruses; or

(c)    our Site will be secure.

You read, use and act on our Site and the Content at your own risk.

Limitation of liability: To the maximum extent permitted by law, we are not responsible for any loss, damage or expense, howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent (Liability) suffered by you or any third party, arising from or in connection with your use of our Site and/or the Content and/or any inaccessibility of, interruption to or outage of our Site and/or any loss or corruption of data and/or the fact that the Content is incorrect, incomplete or out-of-date.

Indemnity: To the maximum extent permitted by law, you must indemnify us, and hold us harmless, against any Liability suffered or incurred by us arising from or in connection with your use of our Site or any breach of these Terms or any applicable laws by you. This indemnity is a continuing obligation, independent from the other obligations under these Terms, and continues after these Terms end.  It is not necessary for us to suffer or incur any Liability before enforcing a right of indemnity under these Terms.

Termination: These Terms are effective until terminated by us, which we may do at any time and without notice to you.  In the event of termination, all restrictions imposed on you by these Terms and limitations of liability set out in these Terms will survive.

Disputes: In the event of any dispute arising from, or in connection with, these Terms (Dispute), the party claiming there is a Dispute must give written notice to the other party setting out the details of the Dispute and proposing a resolution. Within 7 days after receiving the notice, the parties must, by their senior executives or senior managers (who have the authority to reach a resolution on behalf of the party), meet at least once to attempt to resolve the Dispute or agree on the method of resolving the Dispute by other means, in good faith.  All aspects of every such conference, except the fact of the occurrence of the conference, will be privileged. If the parties do not resolve the Dispute, or (if the Dispute is not resolved) agree on an alternate method to resolve the Dispute, within 21 days after receipt of the notice, the Dispute may be referred by either party (by notice in writing to the other party) to litigation.

Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable. If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

Jurisdiction: Your use of our Site and these Terms are governed by the laws of New South Wales.  You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waive any right to object to proceedings being brought in those courts.

Our Site may be accessed throughout Australia and overseas.  We make no representation that our Site complies with the laws (including intellectual property laws) of any country outside Australia.  If you access our Site from outside Australia, you do so at your own risk and are responsible for complying with the laws of the jurisdiction where you access our Site.

For any questions and notices, please contact us at:

W&S Plastics Pty Ltd, ABN 58 001 566 981

Email:  info@eyeprotectionaustralia.com.au

Last update:9 June 2020

 

W & S PLASTICS PTY LTD

(ACN 001 566 981)

TERMS AND CONDITIONS OF SALE

  1. Application of terms

(a)        These terms and conditions of sale (Conditions) apply to all transactions between W & S Plastics Pty Ltd (W & S) and the Customer. All Purchase Orders placed by the Customer and all Goods and Services supplied by W & S are subject to and must be in accordance with these Conditions.

  1. PURCHASE ORDER

(a)        To purchase any Goods or Services the Customer must submit to W & S in writing full and detailed specifications for the Goods (the Specifications). W & S shall be entitled to rely upon the accuracy of the Specifications and will, if it can meet the required Specifications provide a quotation to the Customer (Quotation). The Quotation is indicative only and not binding, unless confirmed in writing by W & S. The Customer may them submit a purchase order (Purchase Order) which may be accepted by W & S.

(b)        The Customer represents and warrants that the Customer shall not, under any circumstance without the written consent of W & S, provide a third party with the Quotation or the information contained in the Quotation.

(c)        W & S may, at W & S’s sole discretion, provide the Customer with a Confirmation of Sale. In the event of any conflict or inconsistency between a Purchase Order and a Confirmation of Sale, the Confirmation of Sale will prevail.

  1. ORDER DELAYS, CANCELLATIONS AND VARIATIONS BY CUSTOMER

(a)        Deferment of Delivery – where the delivery date has been agreed and the Customer requests a deferment of delivery of the Goods or performance of the Services and such deferment is agreed to by W & S, the date to which delivery is deferred shall be deemed to be the date on which delivery is to be made for the purposes of clause 7. From the originally nominated delivery date until the date of actual delivery, the Customer shall pay a warehousing fee as nominated by W & S.

(b)        Cancellation of orders – if the Customer cancels all or part of an order prior to commencement of production of the Goods it shall pay to W & S as liquidated damages an amount equal to 5% of the price of the cancelled Goods; if the Customer cancels all or part of the order after the commencement of production of the Goods; it shall pay to W & S as liquidated damages (and without in any way prejudicing the rights of W & S) the full price of the Goods cancelled less the current scrap value thereof as determined by W & S.

(c)        Variations to Specifications or Purchase Orders – alterations to the Specification or Purchase Orders will not be accepted in regard to Goods which have been acquired by W & S for the purpose of fulfilling the Purchase Order.

  1. SPECIFICATION

(a)        Provided that the Goods comply with the Specifications, the Customer shall not make complaint, and shall not make any claim against W & S in respect of the Goods or Services supplied.

  1. PRICES

(a)        All prices quoted to the Customer or specified by the Customer in relation to any proposed order from the Customer for the Goods or Services are indicative only and not binding, unless confirmed in writing by W & S.

(b)        The prices for the Goods or Services are the prices confirmed by W & S in writing, from time to time for the Goods or Services, plus any additional charges for freight or delivery or any other costs as specified.

(c)        Prices and quotations are exclusive of GST and any Australian or overseas taxes or duties.  The Customer is liable for, and shall indemnify W & S in respect of, all taxes and duties, including GST, payable on the Goods or Services supplied to the Customer and the Customer agrees to comply with all applicable laws relating to the same.

  1. TERMS OF PAYMENT

(a)        The terms of payment are thirty (30) days from the date of the invoice sent by W & S to the Customer(the Payment Date), unless otherwise or agreed in writing by W & S.

(b)        If the Customer fails to make payment in accordance with this clause 6, all amounts owing by the Customer to W & S on any account shall immediately become due and payable.

(c)        Interest is payable by the Customer on all amounts due under these Conditions at the rate of 13.5% per year (or any other rate notified in writing by W & S to the Customer from time to time), calculated on a daily compounding basis from the Payment Date, until the date of actual payment of such invoice by the Customer in full.

(d)        Where the Customer is a corporate entity, the directors of that Customer, by signing a Credit Application or these Conditions, jointly and severally guarantee the performance of the Customer under the terms of these Conditions (including but not limited payment of the Goods or Services provided by W & S), and agree that they are jointly and severally liable for any loss, cost, expense or damage suffered or incurred by W & S arising from the failure of the Customer or the Customer’s employees, agents or subcontractors to properly perform their obligations under these Conditions.

  1. DELIVERY

(a)        W & S will use all reasonable endeavours to meet the delivery date referred to in any Purchase Order or Confirmation of Sale (the Delivery Date), however, the Customer agrees that W & S is not and shall not be liable for any loss or damage, however it arises, if the Goods are not delivered or Services are not performed by the Delivery Date.

(b)        W & S reserves the right to deliver the Goods or perform the Services at one time or by instalments, as well as to deliver prior to the Delivery Date (if any). Where the delivery of Goods or performance of Services are to be by instalment the parties agree that the Goods or Services will be sold under a separate contract.  Any failure on the part of W & S to deliver the Goods or perform the Services within the time stated shall not entitle the Customer to repudiate these Conditions with regard to the balance remaining undelivered.

(c)        W & S will arrange and pay for delivery of the Goods or performance of the Services unless W & S notifies the Customer of its intention to charge a fee for the delivery of the Goods or charge a fee for the performance of the Services, in which event, W & S will add a fee to the price of Goods or Services being provided and the Customer will be liable to pay such fee.

  1. Acceptance and Return of GOODS

(a)        The Customer is deemed to have accepted a delivery of Goods:

(i)         within 48 hours after delivery unless prior to that time the Customer has notified W & S in writing of its rejection of that delivery and the reasons for the rejection are accepted by W & S or

(ii)        immediately upon use of the Goods,

whichever is the earlier.

(b)        The Customer warrants that it will inspect the Goods upon delivery of the Goods to ensure that the Goods correspond with the Purchase Order or Confirmation of Sale. The Customer will immediately notify W & S no later than twenty-four (24) hours after the delivery of the Goods in writing if the Goods do not correspond with the Purchase Order or Confirmation of Sale or of any damage or deficiencies in the Goods.

(c)        If W & S’s Goods are used by the Customer or W & S receives no notification of damage or deficiencies in the Goods within the time stated in this clause 8, then W & S will be entitled to payment in full and, subject to 16, W & S will not be liable for any claims, loss or damage that may subsequently be suffered or made by the Customer.

(d)        The Customer agrees that W & S is not required to accept the return of any Goods for credit. W & S reserves the right to credit the Customer’s account towards the Customer’s next Purchase Order where W & S has supplied a quantity of the Goods below the stated quantity of the Goods in the Purchase Order or Confirmation of Sale or refund the monies already paid by the Customer at W & S’s sole discretion.

(e)        W & S reserves the right to charge the Customer a handling fee equal to 10% of the price of the Goods returned. W & S will not accept the return of Goods that are specifically purchased, manufactured, machined, coloured or cut to the Specification.

  1. DELAYS BY W & S

(a)        Any date for delivery of the Goods or performance of the Services shown on any Purchase Order or Confirmation of Sale or otherwise indicated by W & S, whether before or after or at the same time as the contract incorporating these Conditions is made, is an estimated date for delivery only.  W & S shall be under no liability for loss or damage, however it arises, if the Goods are not delivered or the Services are not performed by that date. Without limiting this, where W & S is unable to deliver the Goods or perform the Services because of accidents to machinery, differences with workmen, strikes, lock-outs, breakdowns, labour shortage, fires, floods, priorities required or requested by any government or agencies thereof, delays in transportation, lack of transportation facilities or restrictions imposed by any laws or any causebeyond the control of W & S, the Delivery Date of the Goods or performance of the Services shall be extended until the cessation of the effect of such matter or matters.

  1. Materials

(a)        It is the Customer’s responsibility to ensure that all specified Materials have the necessary regulatory approvals for importation and use within Australia. Where the Materials are purchased by W & S on behalf of the Customer, the Customer warrants that it is liable for, and shall indemnify W & S in respect of all fees, charges, freight, taxes and duties, including GST, payable on the Materials and where the Materials are not returnable, then the Customer is liable for the full cost of the Materials.

(b)        Where the Customer specifies the Materials to be used in the manufacture of the Goods, W & S will offer no warranty for faulty Materials or workmanship relating directly to Materials or the Goods produced. The Customer acknowledges and agrees that W & S will not indemnify the Customer against any third party or be held responsible for any product recall.

  1. Moulds and Tools

(a)        In the event W & S fabricates, casts or manufactures any moulds, tools, dies, forms or patterns (collectively called Moulds) necessary for the manufacture of Goods in accordance with the Specifications or Purchase Order, the Customer shall reimburse W & S for the full cost of making such Moulds and such Moulds shall remain the property of W & S until W & S receives full payment from Customer.

(b)        In the event W & S is required to re-design, repair or replace any Moulds, the Customer shall reimburse W & S for all such costs, including tooling and re-tooling costs. The Customer acknowledges and agrees that such Moulds will be based on technical information and drawings provided by the Customer to W & S, and the Customer agrees not to assert any claim against W & S with respect to any such technical information or drawings the Customer may have disclosed to W & S. W & S shall comply with all specifications, drawings, quality requirements and procedures specified by the Customer, but once the Customer has agreed in writing to the design for a Mould, the Customer shall be solely responsible for the proper form, fit and function of the products manufactured using the Mould.

(c)        W & S shall have no liability to the Customer, save for clause 16, and the Customer acknowledges and agrees that it shall indemnify and hold W & S harmless from, any claims, including but not limited to claims of third parties, arising out of or relating in any way to the Goods manufactured using such Moulds and Materials, whether based on patent, trademark, copyright, defective design, product liability, and whether arising out of contract, tort or strict liability, except to the extent such claim arises out of the negligence or wilful misconduct of W & S or its employees.

(d)        In the event the Customer provides Moulds to W & S, W & S shall have no liability to Customer for any loss or damage to such Moulds during transportation from the Customer to W & S or during W & S’s possession and control of such Moulds, unless such loss or damage is due solely to the gross negligence or intentional misconduct of W & S or its employees. The Customer shall be solely responsible for obtaining and incurring the cost of any insurance on such Moulds. To the fullest extent permitted by law, W & S shall retain a security interest, lien and/or possession of the Moulds (whether created by W & S or provided by Customer) in an amount equal to the total of:

(i)         any unpaid amount due W & S hereunder for cost of fabrication, casting, manufacturing, repairing or re-tooling of such Moulds; plus

(ii)        any unpaid amount due W & S for any products manufactured by W & S using the Moulds.

(e)        The Customer shall, at Customer’s sole cost and expense, promptly remove the Moulds from W & S’s facility after the last production run using such Moulds, provided Customer has fully paid for such Moulds and re-tooling costs, if any. In the event Customer fails to do so within 24 months after the last production run using such Moulds, W & S shall have the right to dispose of such Moulds and shall have no liability to Customer for the Moulds or the disposal thereof.

  1. RISK

(a)        All risk in any Goods shall, unless otherwise agreed in writing, pass to the Customer upon delivery of the Goods to the Customer, the Customer’s nominated agent or representative, to a carrier commissioned by the Customer or any other place of delivery specified by the Customer.

(b)        The Customer must take out and maintain all policies of insurance with a reputable insurer which a prudent business person in the position of the Customer would reasonably maintain including, without limitation, public liability insurance policies, which give coverage against all usual risks and for a reasonable amount.

(c)        The Customer indemnifies the W & S against all loss caused to the Customer for any loss incurred between the Delivery Date and the date of title passed to the Customer.

  1. PROPERTY

(a)        Property in the Goods and Moulds shall remain with W & S and W & S reserves the right to dispose of the Goods and Moulds until such time as full payment is made for all amounts owing by the Customer to W & S under these Conditions.

(b)        If the Customer fails to pay all or any part of the Customer’s total indebtedness to W & S under these Conditions, or an event of default as specified in clause 14occurs, the Customer authorises and grants an irrevocable licence to W & S and its authorised representatives to enter any premises where any Goods are kept to repossess the Goods and to use all reasonable force in doing so without any liability for any resulting damage;.

(c)        Until payment in full for all amounts owing by the Customer to W & S under these Conditions:

(i)         the Customer shall store the Goods in a way that clearly manifests W & S’s title

(ii)        the Customer shall hold the Goods as bailee and as a fiduciary for W & S

(iii)       the Customer must not allow any person to have or acquire any right or interest in the Goods; and

(iv)       in the event of sale of the Goods (whether in their original form, or altered, or as part of other products), the Customer in its position as a fiduciary shall:

A          assign to W & S the benefit of any claim against a Customer;

B          account fully to W & S for the entire proceeds of the sale of those Goods and hold such proceeds on trust for W & S separately for its account, not mixed with the purchaser’s other money, debts or property and payable immediately without demand; and

C         permit W & S to trace the proceeds of any such sales in accordance with equitable principles

  1. Default

(a)        The Customer acknowledges and agrees that if:

(i)         the Customer fails to pay when due any amount owing to W & S;

(ii)        the Customer fails to comply with any of these Conditions;

(iii)       any step is taken to enter into any arrangement between the Customer and its creditors;

(iv)       the Customer ceases to be able to pay its debts as they become due or ceases to carry on business;

(v)        any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a liquidator, a provisional liquidator, an administrator or other like person over the whole or any part of the Customer’s assets or business; or

(vi)       in W & S’s opinion, the Customer’s credit standing has materially changed,

then, W & S may do any or all of the following (in addition to any other rights W & S may have, including termination of these Conditions):

A          require the Customer to immediately pay all amounts that are invoiced but unpaid and to pay in advance for any further supply or delivery of Goods or Services (even if specified otherwise in any Purchase Order or invoice given to the Customer by W & S);

B          suspend or cease supplying Goods or Services to the Customer (whether or not the Customer has ordered Goods or Services] that have not yet been supplied);

C         demand that the unpaid for Goods be immediately returned to W & S at the Customer’s expense;

D         enter the Customer’s premises and repossess Goods for which payment is overdue]; or

E          cancel any other contract(s) with the Customer or such parts as W & S sees fit.

(b)        These rights are without prejudice to any other right or demand available to W & S under law, these Conditions or otherwise.

(c)        The Customer will be liable to W & S for all costs incurred by W & S, including all costs on a full indemnity basis, in securing payment or recovering the Goods or Services and will be liable to W & S for all costs incurred by W & S arising, directly or indirectly, as a result of non-payment Goods or Services, including legal costs.

  1. TERMINATION

(a)        Either party may terminate these Conditions by giving the other party thirty (30) days’ written notice and, if such notice is given, these Conditions terminate upon the expiry of that notice period.

(b)        In the event of Termination in accordance with clause 15(a):

(i)         all Purchase Orders accepted by W & S are immediately due and payable by the Customer;

(ii)        all Goods fully paid for will be delivered by W & S to the Customer; and

(iii)       all money owing becomes immediately due and payable.

  1. Warranty and Limitation of Liability

(a)        W & S warrants that any Goods supplied in accordance with these Conditions are of merchantable quality and reasonable care has been exercised providing any Goods or Services in accordance with these Conditions, however, to the fullest extent permissible by law, W & S otherwise excludes all conditions and warranties implied by statute, general law or custom.

(b)        To the fullest extent permitted by law, W & S excludes and expressly disclaims any and all liability for any loss, expense, damage or claim suffered or incurred by the Customer (whether direct, indirect or consequential) arising in any way out of the Goods or Services, or any negligent act or omission of W & S, its officers, employees, contractors or agents, including but not limited to, lost profits, consequential damages or loss, costs and damages sustained or incurred directly by the Customer or as a result of a claim by a third party.

(c)        To the extent that W & S is not permitted by law to exclude liability in accordance with clause 16(b) the Customer agrees that W & S’s liability for any loss, expense, damage or claim suffered or incurred by the Customer (whether direct, indirect or consequential) arising from or in connection with the provision of the Goods or Services, or any negligent act or omission of W & S, its officers, employees, contractors or agents, including but not limited to, lost profits, costs and damages sustained or incurred as a result of a claim by a third person or liability for breach of any express term of these Conditions, or liability for breach of any statutory or regulatory condition, is limited to, at the sole discretion of W & S:

(i)         in the case of Goods:

A          the replacement of the Goods or the supply of equivalent Goods;

B          the payment of the cost of replacing the Goods or of acquiring equivalent Goods;

C         the repair of the Goods; and

(ii)        in the case of Services:

A          the cost of W & S supplying of the Services again.

  1. Indemnity

(a)        The Customer agrees to immediately indemnify and keep indemnified W & S and its directors, officers, employees and agents, from and against any and all actions, claims, proceedings or demands which may be brought against W & S or its directors, officers, employees and agents, in respect of any loss, damage, death, injury, illness, costs, expenses and liabilities of any kind (including, without limitation, reasonable legal costs) whether for personal injury or property damage, and whether special, direct, indirect, or consequential including consequential financial loss, arising out of or in connection with the Customer’s purchase or use of the Goods or Services, including any third party use of the Goods or Services or any breach of warranty, default, act or omission or any negligence by W & S or its directors, officers, employees and agents.

(b)        To the full extent permitted law, Part 4 of the Civil Liability Act 2002 (NSW) is excluded in relation to all and any rights, obligations and liabilities of either party under or in connection with these Conditions whether such rights, obligations or liabilities are sought to be enforced in contract (including breach of contract), in tort (including negligence), in equity, under statute or otherwise at law.

  1. Intellectual Property

(a)        W & S or others own and reserve all the proprietary rights in the Intellectual Property in the Goods or Services.

(b)        If W & S makes available or introduces any of its Intellectual Property to the Customer in providing Goods or Services to the Customer then all proprietary rights to that Intellectual Property shall remain the sole property of W & S.

(c)        The Customer must notify W & S immediately upon becoming aware of any known or threatened infringement of the proprietary rights in the Intellectual Property or any claim, proceeding or action instituted against W & S in relation to the Intellectual Property, and must co-operate with and assist W & S and comply with its instructions in relation to any of the above.

  1. Force Majeure

(a)        Without limiting the generality of clause 9, W & S shall not be liable for any loss or damage caused by its failure or delay deliver the Goods or perform the Services due to anything outside the reasonable control of W & S including but not limited to acts or omissions of the Customer, breakdown of plant or machinery, shortage of labour, strikes, lockouts, industrial disputes, fire or arson, storm or tempest, theft, vandalism, riots, civil commotions, terrorist actions, wars, government restrictions, intervention and/or control, transport delays, accidents or embargoes of any kind.

  1. MISCELLANEOUS

(a)        Any amendments, variation or modification to or of, or consent to departure by any party from the terms of these Conditions shall have no force or effect, unless effected by a document executed by the parties.

(b)        The relationship between the parties is that of a buyer and seller only.  Nothing in these Conditions shall be construed as creating a relationship of employment, agency, partnership, franchise, joint venture or any other relationship in which one party may be liable for any act or omission of the other parties.

(c)        The failure by W & S to enforce any of these Conditions or to take action in respect of any breach shall not be a waiver of any of these Conditions even if such failure or breach is continuing and habitual or repeated from time to time and no estoppel may be pleaded against W & S either at law or in equity in any circumstances whatsoever.

(d)        If any provision of these Conditions is or becomes wholly or partly illegal, invalid or unenforceable then, from the date of the illegality, invalidity or unenforceability, if the offending provision can be read down to make it valid or enforceable it must be read down to the extent necessary to achieve that result and otherwise that provision must be severed from these Conditions without invalidating the remaining provisions of these Conditions or affecting the validity or enforceability of that provision in any other jurisdiction.

(e)        The Customer must not assign or transfer the benefit of these Conditions without the express written consent of W & S.  No waiver by W & S of any default or breach shall be deemed a waiver of any prior or subsequent default or breach.

(f)         Emails are the main method of written communication used and occasionally information regarding our products may be sent.  You can unsubscribe from future email advices from within such an email of by request.

(g)        These Conditions will be governed by and construed in accordance with the laws of New South Wales.  The parties agree to submit to the non-exclusive jurisdiction of the Courts of New South Wales.

  1. ENTIRE CONTRACT

(a)        Unless there are other or different terms and conditions set out in another agreement signed by a duly authorised representative of W & S these Conditions, constitute the entire contract between W & S and the Customer and, without limiting this;

(i)         any terms and conditions set out in any order or other agreement submitted by or on behalf of the Customer shall be inapplicable, unless any particular part of those terms & conditions or other modifications or addition to these Conditions are expressly agreed to in writing by W & S;

(b)        the provision of the United Nations Convention on Contracts for the International Sale of Goods and of any statute or law enacting or giving force to all or any part of that convention shall, unless otherwise agreed to in writing by W & S, be inapplicable; and

(c)        except as provided in these Conditions, and except for those conditions and warranties implied by the TPA which may not be modified or excluded, the Customer agrees that it has not relied on any inducement, representation or statement made by or on behalf of W & S in purchasing the Goods or obtaining the Services and that there are no implied conditions or warranties and no collateral contracts in existence.

  1. ADVICE

(a)        Any advice, recommendation, information or assistance provided by W & S in relation to any Goods or Services supplied by W & S is, to the fullest extent permitted by law, provided without liability or responsibility on the part of W & S.

  1. INTERPRETATION

In these Conditions:

“Conditions” means these terms and conditions of sale and any further or other conditions of sale amending or adding to these Conditions contained in these Conditions;

“Confirmation of Sale” means a confirmation from W & S to the Customer, in any form and described in any way, of W & S’s acceptance of the Customer’s Purchase Order;

“Customer” means a W & S Customer, being where relevant, the Customer referred to on the Credit application, Quotation, Purchase Order or on the front of these Conditions;

“Goods or Services” means any and all goods or services offered by or on behalf of W & S to the Customer, in accordance with these Conditions, from time to time;

“GST” means any tax on supply (without regard to any input tax credit) imposed by or through the A New Tax System (Goods and Services Tax) Act 1999;

Intellectual Property” means all forms of intellectual property throughout the world, whether or not registered including, without limitation, copyright, registered patent, design, trade mark, business name, domain name and confidential information including know-how and trade secrets;

Materials” means any raw materials or finished products

Purchase Orders” means any order for Goods or Services, in any form, by the Customer; and

TPA” means and includes the Trade Practices Act 1974 (Cth) and relevant State or Territory Fair Trading or other consumer protection legislation and includes any statue amending, consolidating or replacing the same from time to time.