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




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




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




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




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




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




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 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




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

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