TERMS.

Terms and Conditions

 

REA Legal Statement

 

REA Ltd. (hereinafter “REA”), maintains this site (“the Site”) for

 

sales, education, communication and information purposes. You may browse

 

and download material displayed on the Site as you wish. However, if you are a

 

registered wholesale purchaser or reseller (“Purchaser”) you will have access to

 

information via your own login portal that is not available for disclosure to the

 

general public.  This registered wholesale client or reseller portal information is

 

confidential and you cannot distribute, modify, transmit, reuse, repost or use it

 

including the text, images, audio and video without REA written

 

permission.

 

By accessing and browsing the Site, you accept, without limitation or

 

qualification, the Terms and Conditions listed below.

 

Terms and Conditions

 

1. You can assume that everything you see or read on the public pages of 

 

The site is not copyrighted unless noted as such and may be used except as

 

provided in these Terms and Conditions where written permission of REA

 

will be required.  REA neither warrants nor represents that use by you of

 

materials displayed on the Site will not infringe rights of third parties not owned

 

by or affiliated with REA.

 

2. REA uses reasonable efforts to include accurate and up-to-date

 

information on the Site but makes no warranties or representations as to its

 

accuracy. REA assumes no, and specifically disclaims, liability or

 

responsibility for any and all errors or omissions in the content of the Site.

 

3. Use of the Site is at your own risk. Neither REA nor any other party

 

involved in creating, producing or delivering the Site is liable for any direct,

 

incidental, consequential, indirect or punitive damages arising out of your access

 

to, or use of, the Site. Without limiting the foregoing, everything on the Site is

 

provided to you “as is” Without warranty of any kind, either expressed or implied,

 

including, but not limited to, the implied warranties of merchantability, fitness for

 

a particular purpose, or non-infringement. Note that some jurisdictions may not

 

allow the exclusion of implied warranties, so some of the above exclusions may

 

not apply to you. You should review your local laws for any restrictions or

 

limitations regarding the exclusion of implied warranties. REA also assumes

 

no responsibility, and shall not be liable for, any damages to, or viruses that may

 

infect, your computer equipment or other property on account of your access to,

 

use of, or browsing in the Site or your downloading of any materials, data, text,

 

images, video or audio from the Site.

 

4. Any communication or material you transmit to the Site by electronic mail or

 

otherwise, including any data, questions, comments, suggestions, or the like is,

 

and will be treated as, non-confidential and non-proprietary. Anything you

 

transmit or post may be used by REA or its affiliates for any purpose,

 

including, but not limited to, reproduction, disclosure, transmission, publication,

 

broadcast and posting. Furthermore, REA is free to use any concepts,

 

ideas, know-how, processes, or techniques contained in any communication you

 

send to the Site for any purpose whatsoever including, but not limited to,

 

developing, manufacturing and marketing products using such information.

 

5. Images of people or places displayed on the Site are either the property of, or

 

used with permission by, REA. The use of these images by you, or anyone

 

else authorized by you, is strictly prohibited unless specifically permitted by

 

these Terms and Conditions or specific permission provided elsewhere on the

 

Site. Your unauthorized use of the images may violate copyright laws, trademark

 

laws, the laws of privacy and publicity and communications regulations and

 

statutes and you will be liable for all costs, claims and damages related to such

 

use.

 

6. The trademarks, logos and service marks (collectively, the “Trademarks”)

 

displayed on the Site are registered and unregistered Trademarks of REA

 

Pty Ltd, its customers and others. Nothing contained on the Site may be

 

construed as granting, by estoppel, implication, or otherwise, any license or right

 

to use any Trademark depicted or displayed on the Site without the written

 

permission of the Trademark owner. Your misuse of the Trademarks displayed

 

on the Site, or any other content on the Site, except as provided in these Terms

 

and Conditions is strictly prohibited. Please be advised that REA Pty Ltd,

 

will aggressively enforce its intellectual property rights to the fullest extent of the

 

law.

 

7. You are prohibited from posting or transmitting unlawful, threatening, libelous,

 

defamatory, obscene, scandalous, inflammatory, pornographic or profane

 

material or any material that could constitute or encourage conduct that would be

 

considered a criminal offense, give rise to civil liability or otherwise violate any

 

law. Although REA may from time to time monitor or review discussions,

 

chats, postings, transmissions, bulletin boards and the like on the Site, REA

 

is under no obligation to do so and assumes no responsibility or liability arising

 

from the content of any such locations, nor for any error, defamation, libel,

 

slander, omission, falsehood, obscenity, pornography, profanity, danger or

 

inaccuracy contained in any information within such locations on the Site.

 

REA will cooperate with any law enforcement authorities or court order

 

requesting or directing REA to disclose the identity of anyone posting any

 

such information or materials.

 

8. REA has not reviewed the sites linked to the Site or their content and is

 

not responsible for the content of any other sites linked to the Site. Your linking

 

to any other off-site pages or other sites is at your own risk.

 

9. Software from this Site may be further subject to Australian export laws, rules

 

and regulations, as amended from time to time. No software from this Site may

 

be downloaded or exported to countries where the Australian Government has

 

established an embargo.

 

10. We may at any time revise these Terms and Conditions of this Site by

 

updating the information contained in this section. You are bound by any such

 

revisions and should therefore periodically visit this page to review the then-

 

current Terms and Conditions to which you are bound.

 

Standard Terms and Conditions of Sale

 

Unless otherwise agreed to by REA in writing, the following terms and

 

conditions apply to all orders and shipments of any batteries, cells, components,

 

systems, goods or other products (the “Products”) sold by REA to any party

 

(a “Purchaser”).  Prices and other terms and conditions are subject to change by

 

REA upon written notice.

 

Quotations and Order Confirmation:  Quotations made by REA will not be

 

binding until REA has received acceptance from the Purchaser and issued

 

an order confirmation. Supplier reserves the right to make minor modifications to

 

ordered products.

 

The order confirmation and these Standard Terms and Conditions of Sale

 

constitute the agreement concerning the sale of goods between the parties,

 

unless another written agreement has been executed by the parties and

 

accepted by the Supplier.

 

Pricing: The purchase price is the amount listed in an REA approved invoice,

 

pro-forma invoice or order confirmation which supersedes all prior quotations.  If

 

the order confirmation does not contain a purchase price, REA standard

 

price in force at the time of the delivery of the goods shall apply to the sale of

 

goods. REA is, however, entitled to adjust the purchase price if REA's

 

total costs for the manufacture of the goods have been increased by

 

circumstances beyond REA control, such as increases in prices on raw

 

materials and exchange rate fluctuations.  Prices are exclusive of Goods and

 

Services Tax (GST), duties, or other such imposts unless otherwise stated. All

 

taxes including Goods and Services Tax (GST), duties, excise or other charges

 

imposed by governmental or quasi-governmental bodies, assessable on a

 

product sold or furnished hereunder plus postage and handling are borne by

 

Purchaser. All taxes outside Australia are the responsibility of the Purchaser.

 

Payment: The purchase price payment for any Products shall be made at the

 

time of order or within 30 days of invoicing if Purchaser has received prior credit

 

approval. In addition to any other right or remedy it may have, REA shall be

 

entitled to interest at a rate equal to the lesser of 1% per month or the maximum

 

allowed by law on all overdue payments plus all costs and expenses of

 

collection. All goods remain the property (even though the risk of loss may have

 

passed to Purchaser) of REA until payment in full has been made by

 

Purchaser.

 

Shipping:  Standard shipping terms are: Ex Works (Incoterms EXW) REA's

 

facilities.  Purchaser assumes the risk of loss from REA's facilities. 

 

Purchaser is responsible for all costs of shipping, insurance, taxes, duties and

 

other charges or imposts related to the delivery of the product.  Delivery dates

 

are best estimates only, are not guaranteed and do not form a term of this

 

contract unless delivery dates are specified and agreed to by REA in writing.

 

Delivery delay or default in any installment does not relieve Purchaser of its

 

obligation to accept and pay for remaining deliveries. In no event shall seller be

 

liable for increased manufacturing cost, loss in profits or goodwill or any other

 

incidental, consequential, special or other damages or losses related to delayed

 

shipments.

 

Force Majeure:  Orders are accepted on the condition that the following

 

circumstances shall be considered beyond the control of REA, and

 

REA will not be responsible for order cancellations or delays if they impede

 

the performance of the contract or make performance unreasonably onerous.

 

Those events include, without limitation: Industrial disputes, fires, war, weather

 

conditions, general mobilization or unforeseen military mobilization to a similar

 

extent, requisition, seizure, currency restrictions, insurrection and civil

 

commotion, shortage of transport, the general shortage of materials, government

 

action or inaction, restrictions in the use of power and defects or delays in

 

deliveries by subcontractors caused by any such circumstances referred to in

 

this clause and any other circumstances beyond the reasonable control of

 

REA.

 

Inspection: The Purchaser shall inspect each shipment of product supplied. 

 

Claims for order deficiencies are waived unless presented to Seller in writing

 

within ten (10) days of delivery of each shipment.

 

Product Returns:  Products will not be accepted for return unless REA and

 

the Purchaser have agreed to such return in writing (subject to Magefekt’s

 

limited warranty terms and conditions) and the Purchaser has received a

 

Returned Materials Authorization (“RMA”) number.  If REA agrees to accept

 

a return, unless otherwise agreed to by REA in writing, the Purchaser will be

 

responsible for all costs related to the return including, without limitation,

 

shipping, insurance and restocking fees and costs.  REA will not accept

 

returns directly from Purchaser’s customer and all related correspondence and

 

deliveries must include the RMA number in order to be processed.

 

Disclaimer of Warranty: Except as expressly set forth in this standard limited

 

warranty, as it may be amended by REA from time to time, REA makes

 

no warranties, express or implied, including, without limitation, any warranties of

 

fitness for a particular use, purpose or merchantability.

 

Warranty and Limitation of Liability: REA guarantees that supplied goods

 

and products shall be free from defects which are proved to be solely due to the

 

supplier’s workmanship and materials, for a period of twelve (12) months from

 

the date of delivery, unless:

 

(a) another warranty period is stated in the REA's quotation, order

 

confirmation, pro-forma invoice or invoice. or;

 

(b) no warranty period is stated, in which case the product is sold “as is, with all

 

faults”, in which case no warranty shall apply.

 

In no event shall REA be liable for any incidental, special, delay, indirect, or

 

consequential damages of any kind, including without limitation compensation,

 

reimbursement or damages on account of the loss of present or prospective

 

business, profits, expenditures, investments or other commitments, whether

 

made in the establishment, development or maintenance of business reputation

 

or goodwill, for loss of data, cost of substitute products, cost of capital, or for the

 

claims of any third party, or for any other reason whatsoever, even if REA

 

has been advised of the possibility of such loss or damage.

 

The Purchaser and its customers’ sole remedy for any breach of warranty claim

 

will be replacement, repair or credit for the defective product sold by REA. 

 

if, notwithstanding the foregoing, REA is required to pay damages, the

 

maximum amounts REA may be required to pay for any and all causes,

 

whether for negligence, breach of contract, or otherwise, and regardless of the

 

form of the action in the aggregate, shall be limited in amount to the payments

 

made by the Purchaser to REA for the specific products to which REA's

 

liability relates.

 

The Purchaser has been informed that the items may malfunction or become

 

unstable when subjected to (i) wet conditions, (ii) an impact force or shock

 

greater than that set forth in relevant specifications, (iii) puncture or other event

 

penetrating the battery, (iv) shorting of the battery; (v) over charging; (vi) over

 

discharging (vi) temperatures outside the specifications of the operating capacity

 

of the battery or (vii) any other conditions different from those for which the items

 

were originally designed, and that purchaser should take proper steps to protect

 

the products and items inside the products from such conditions.

 

Some states restrict the extent to which warranties may be disclaimed, it is

 

REA intent, and the Purchaser agrees through use of the Product, that this

 

disclaimer shall be interpreted to allow for the maximum exclusion of liability and

 

warranty allowed by applicable law. The Purchaser will forward promptly to

 

Customers, at the request of REA, any materials supplied by REA

 

relating to the Products, including but not limited to warranty and other Product

 

information.  If the Purchaser believes the product is defective, they shall collect

 

and provide REA with all relevant information necessary to determine the

 

cause of such purported defect.  If REA and the Purchaser are unable to

 

agree on the cause of the defect, the parties agree to submit the matter to an

 

independent third-party to determine the cause. If they are unable to agree on

 

that party, the matter will be submitted to the Victorian Small Business

 

Commissioner (VSBC) for assignment of a mediator.

 

Intellectual Property: The Purchaser acknowledges REA's ownership of all

 

right, title and interest in all of REA's trade names, trade marks and service

 

marks, including without limitation the names or titles listed in this invoice

 

(”Marks”).  The Purchaser acknowledges REA's ownership of all right, title

 

and interest in all of REA's other intellectual property, including without

 

limitation, patents, business processes, trade secrets, supplier information,

 

customer lists, employee information and other proprietary information of

 

economic benefit to Magefekt (“IP”).  The Purchaser shall not, directly or

 

indirectly, register, apply for registration or attempt to acquire any legal

 

protection for identical or confusingly similar Marks or any proprietary rights in its

 

own name or take any other action which may adversely affect REA's right,

 

title or interest in or to the Marks or the IP.  The Purchaser shall not use any of

 

the Marks, or any confusingly similar Mark, in whole or in part, as part of the

 

Purchaser’s business or trade name, or as part of an Internet URL used by the

 

Purchaser, without the express prior written consent of Magefekt.

 

The Purchaser shall not use, directly or indirectly, any of the IP for its own, or

 

any third party’s benefit without the express written consent of REA.  The

 

Purchaser will refrain from soliciting employees, suppliers, business and

 

contracts (“Business Contacts”) from sources not their own which have been

 

made available to them through REA without the express permission of

 

REA, for a period of five years. In addition, the Purchaser will maintain

 

complete confidentiality regarding Business Contacts, and will only disclose such

 

Business Contacts under mutual agreement and only after written permission

 

has been received from the originator of the source. The Purchaser agrees not

 

to circumvent or attempt to circumvent REA or to circumvent any party or

 

Business Contact who is, or may be associated directly, or indirectly with the

 

REA.

 

REA retains all right, title and interest to the IP.  The sale of a product

 

furnished hereunder conveys no license by implication, estoppel, or otherwise

 

under any proprietary or patent right of REA covering any combination of

 

the Products with other elements. Where a quotation or contract involves

 

manufacture from drawings or specifications provided by the Purchaser to

 

REA, REA shall be indemnified by the Purchaser against a claim or

 

action, and any costs arising therefrom, which might be brought by a third party

 

with respect to infringement of patent or proprietary rights of that third party.

 

The Purchaser will represent, display and demonstrate REA's product and

 

services fairly at all times, and will refrain from making any knowingly false or

 

misleading statements, claims or representations with respect to REA,

 

REA's products or services, or any of REA's other resellers, partners or

 

Affiliates. The Purchaser will maintain high standards of professionalism in

 

marketing and using REA's products and services, and will refrain from any

 

unethical conduct or any other conduct that tends to damage the reputation of

 

REA.

 

Export:  The Purchaser agrees to take any and all actions necessary to comply

 

with applicable Australian export laws and regulations and other applicable

 

foreign laws with respect to the Products in this invoice, including making

 

determinations of the final destination of Products licensed to Licensees if any

 

Product may be re-exported or transferred to a location outside of Australia. The

 

Purchaser agrees that any export or re-export of Product shall be done in

 

accordance with Australian Export Administration Regulations. Diversion

 

contrary to Australian Law is prohibited. The Purchaser agrees not to export or

 

re-export Products to countries subject to applicable embargoes.

 

Changes:  These Terms and Conditions of Sale are incorporated in any contract,

 

purchase order, invoice or acceptance between REA and Purchaser. These

 

terms and conditions may NOT be altered, supplemented, or amended by the

 

use of any other document(s). Any attempt to alter, supplement or amend this

 

document or to enter an order for Product(s) which is subject to additional or

 

altered terms and conditions will be null and void, unless otherwise specifically

 

agreed to in a written agreement signed by both the Purchaser and REA.

 

Interpretation:  If any provision of these Standard Terms and Conditions of Sale

 

shall, to any extent, be invalid or unenforceable, the remainder of these Standard

 

Terms and Conditions of Sale shall not be affected thereby and each other

 

provision of these Standard Terms and Conditions of Sale shall be enforced to

 

the fullest extent permitted by law.

 

General:  The Purchaser acknowledges that he/she has read and understands

 

these Terms and Conditions, and agrees to be bound by them, that it is the

 

complete and exclusive statement of the agreement between the parties and

 

supersedes all proposals, oral and written, Purchaser’s terms and conditions or

 

purchase as laid down in Purchaser’s purchase order, if any, and all other

 

communications between the parties relating to the product ordered hereunder.

 

Modification of the terms and conditions for specific orders will be accomplished

 

by agreeing to a modified version of the Terms and Conditions that embodies the

 

special changes for a specific order. No waiver of a breach or a provision of

 

these Terms and Conditions shall constitute a waiver of any other breach or

 

provision. If any part of these Terms and Conditions is declared null and void,

 

the remaining portions shall remain in full force and effect.

 

Acceptance:  By ordering any product from REA, whether through the

 

internet, telephone, facsimile or otherwise, the Purchaser agrees to be bound by

 

these Standard Terms and Conditions of Sale, as well as any other terms and

 

conditions contained propounded by REA from time to time.

 

Governing Law:  These Standard Terms and Conditions and any disputes or

 

proceedings between REA and Purchaser shall be governed by the laws of

 

the State of Victoria, Australia