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