TERMS OF SUPPLY
Upon completing this process, YOU have read and understood the Terms of Supply of the Suvee Products, which set out amongst other things, the terms and conditions relating to how the Suvee Products may be used. You warrant that you have the authority to enter into this agreement on behalf of the organisation, which has agreed to be bound by the Terms of Supply once Suvee has accepted your order.
Thank you for choosing our Suvee Products to assist with your educational needs.
In these Terms of Supply, ‘we’ or ‘us’ means S.J Isbister & V Peterson trading as Suvee (ABN 65 804 545 118) and ‘you’ means the person, organisation or entity that purchases Suvee Products from us.
- Placing an Order
- All orders for Suvee Products (Order) must be placed in a manner and form required by us (currently as set out in the Product Request Form). We may, from time to time, impose minimum order value or quantity for each Order. All Orders are subject to our acceptance and availability. If you do not hear from us within 5 business days rejecting your Order (Notification Period), the Order will be deemed accepted at the close of business on the last day of the Notification Period.
- A contract binding on you and us for the supply of Suvee Products (Contract) will come into existence on the date we accept your Order and will comprise the Order and these Terms of Supply. No other terms or conditions (including any terms or conditions printed on or referred to in your offer to purchase or order) will be binding on us unless we agree in writing.
- We may decline or accept an Order in whole or part in our absolute discretion. Once we have accepted your Order, you may not cancel the Order unless we agree to your cancellation, in which case you may be required to pay a cancellation fee. Our acceptance of a particular Order will not imply that we will accept any of your future Orders.
- Payment and Delivery
- The price for the Suvee Products (inclusive of GST) (Price) is the price appearing on our price list as set out in the then current Product Request Form. We may update our price list from time to time and any change in Price will only affect your future Orders.
- The Price does not include delivery, freight, insurance or any tax, tariff or duty (other than GST) unless expressly stated otherwise. You are required to pay these charges in addition to, and (where applicable) at the same time as, payment of the Price. If we are required to pay any tax, tariff, duty, fee or charge (in addition to GST), you must reimburse us with the amount paid and we will provide you with a tax invoice as required by law.
- You agree to pay the Price for the Suvee Products and any other applicable charges at the time of your Order. We will refund to you the relevant paid amount received by us for any Order that is not accepted by us in part or in whole. All payments must be made in Australian currency by cheque or via direct deposit in accordance with thePayment Details in our Product Request Form. Receipt of any amount will not constitute payment until such time the amount is received by our bank or honoured in full; upon such time, legal and beneficial ownership of the Suvee Products that you have paid for will be passed to you.
- We will deliver the Suvee Products upon receipt of full payment of the Price and all applicable charges. Any timeframes quoted by us for delivery of the Products are estimates only and will not be of the essence of the Contract; or otherwise confer any right of cancellation of an Order on you. We will not be liable for any loss or damages directly or indirectly sustained by you as a result of our failure to deliver by a particular delivery date.
- Unless otherwise agreed, Suvee Products are not insured by us and you will bear any risk of loss or damage to the Suvee Products when delivered to you or when legal and beneficial ownership of the Suvee Products is passed to you, whichever is the earlier.
- All consignments will be sent via Australia Post. You agree to accept delivery of the Suvee Products at any time between 9.00am to 5.00pm on a business day. If no one is available to receive the Suvee Products, you will be required to pick up the Suvee Products at the post office nominated by Australia Post. If you do not, or indicate to us that you will not, take or accept delivery, then the Suvee Products will be deemed to have been delivered when we were willing to deliver them.
- You will need to notify us within 30 days following delivery of Suvee Products if you have determined that the Suvee Products are defective or if the goods do not correspond with their description on the invoice. Provided that the goods are preserved intact and made available for inspection by our representative and are returned to us in the same condition when they were delivered, we will, at our discretion, replace or grant a credit note for such goods.
- We may suspend or cancel delivery of the Suvee Products if we reasonably believe that the Suvee Products may cause injury or damage, or may infringe the intellectual property rights of any person, in which case a full refund of any amount paid for that particular Order will be made to you. No such suspension or cancellation will in any way constitute admission of liability or fault on our part.
- Return of Suvee Products to us (other than under clause 2.7) may only be made if we have agreed to that return and all such returns will be subject to a 15% handling charge, with freight costs and risk remaining as your responsibility. All goods must be returned to us in the same condition as when they were delivered.
- Permitted Use
- All rights, title and interest in any intellectual property rights in connection with the Products (and all associated materials, images and information) are our property. Apart from the permitted use under these Terms of Supply, you acquire no right, title and interest in or to any of the above. We may supply the Suvee Products and grant related licences in relation to the Suvee Products to any third party entirely at our discretion.
- Provided that you are complying with your obligations under these Terms of Supply and have paid all necessary fees, we grant to you, in relation to each Suvee Product supplied by us under a Contract, a limited, non-exclusive licence for a single user to use such Suvee Product (Single Use Licence) subject to these Terms of Supply.
- You may on-sell a Suvee Product and transfer the respective Single Use Licence for that Suvee Product to another person for his/her personal use only. For the avoidance of doubt, you may not on-sell the Suvee Product or transfer the attached Single Use Licence to a third party for re-sale or re-supply purposes.
- A licensee of a Single Use Licence (Licensee) may make one copy of the Suvee Product solely for backup purposes. In addition, where applicable, Licensee may, after his or her completion of any “Workbook and Competency Evidence Record” component in any Suvee Product, make a reasonable number of copies of the relevant section of the Suvee Product for the sole purpose of, and to the extent necessary for, meeting the requirements outlined in the Australian Quality Training Framework guidelines for accreditation purposes. Each copy must clearly show all titles, trade marks, copyright notices, legends, and other proprietary markings without modification.
- Subject to this clause 4, you must not, without our prior written consent:
- reproduce, modify, translate or distribute in any way (including sell, lease, rent, loan, sub-license timeshare or otherwise transfer to any third party) the whole or parts of the Suvee Products in any form; or
- provide, disclose, divulge, make available to any third party or permit use of by any third party the Suvee Product, or any part of them (including by directly or indirectly providing access to the Suvee Products via any Internet-based application or any other form of file sharing mechanism); or
- take any action that would imply or infer that the Suvee Products did not originate from us; or alter, supplement, obscure or remove any copyright notice, trade marks, label, instruction on the Suvee Products or their packaging and related materials.
- Liability and Indemnity
- Whilst we will use reasonable endeavours to ensure that the Suvee Products do not infringe the intellectual property rights of any person, we do not warrant that the use of the Suvee Products will not infringe the rights (including intellectual property rights) of any person. In the event we become aware that the Suvee Products may infringe the intellectual property rights of any person, we may modify any future Suvee Products as we see fit so as to render the Suvee Products non-infringing. You must notify us immediately upon becoming aware of any claim that the use of the Suvee Products infringes the intellectual property rights of any person.
- Subject to any terms, conditions and warranties which the law expressly provides may not be excluded, restricted or modified, or may be excluded, restricted or modified only to a limited extent (Prescribed Terms), all conditions, warranties, terms and obligations expressed or implied by law or otherwise relating to the performance of our obligations, or any goods or services supplied or to be supplied by us, under a Contract are excluded. Without limiting the generality of the foregoing, we will have no liability to you or any Licensee, however arising and under any cause of action or theory of liability, in respect of special, indirect or consequential damages, loss of profit (whether direct or indirect), loss of data or loss of business opportunity.
- To the extent permitted by law, our liability to you for a breach of a Prescribed Term implied into a Contract is limited, at our, to the repair or replacement of the goods, the cost of repairing or replacing the goods, the re-supply of the services or the payment of the cost of re-supplying the services.
- You must indemnify us against the full amount of all expenses, losses, damages and costs (on a full indemnity basis and whether incurred by or awarded against us), that we may sustain or incur, including those arising from an action claim or demand brought or made against us by a third party, directly or indirectly in connection with any breach of these Terms of Supply by you or your use of the Suvee Products.
- These Terms of Supply are governed by the laws of New South Wales, Australia. The parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia. If any provision of these Terms of Supply is invalid, illegal or unenforceable, these Terms of supply take effect (where possible) as if they did not include that provision.
- If a dispute arises under a Contract, neither of you and us may bring court action against the other (other than proceedings seeking urgent interlocutory relief) without first attempting to resolve the dispute by negotiation for a period of at least 14 days.