Background

A. We have established the Website with the objective of facilitating the sale of products from disadvantaged suppliers directly to customers in developed countries in order to provide our Suppliers with access to a better quality of life, and you with the opportunity to purchase handmade and other traditional products (Objective).

B. You wish to order Products through the Website.

C. If we accept an order to purchase Products, we agree to supply those Products to you on these terms and conditions, and by placing an order for Products, you agree to be bound by these terms and conditions.

 

Terms and conditions

1. Ordering

1. You may place an order for one or more Products on the Website.
2. We are not obliged to accept an order for a Product, but if you pay the Purchase Price and we accept your order, then we sell the Product specified in that order to you, and you buy that Product.
3. If, in our view, we do not have sufficient stock of a Product to supply the volumes requested in an order placed under clause 1(a), we may either reject the order or accept the order for a reduced volume of that Product, in which case we will refund the portion of the Purchase Price attributable to Products we do not supply to you.
4. If, in our view, a Product ordered under clause 1(a) was displayed on the Website for an incorrect price, then we may cancel the order and refund the Purchase Price to you.

2. Fees, title and risk

1. You must pay the Purchase price for the Products at the time the relevant order is placed under clause 1(a).
2. Title to the Products passes from us to you when those Products have been dispatched for delivery to you.
3. You will bear the risk relating to the Products from the time those Products are dispatched for delivery to you (we are not liable for any loss or damage to Products in transit).  
4. We will request a third party to deliver the Products to the address nominated by you at the time the relevant order is made.
5. Any time estimates for delivery which we give to you are estimates only, and we are not bound by these estimates.  

3. Your responsibilities

1. If we, or the Supplier of a Product give you directions on how to use that Product, then you must only use the Product in accordance with those directions.
2. In order to assist us to achieve the Objective you must:

1. immediately notify us if you do not receive a Product within an estimated delivery timeframe given to you by us or by a Supplier;
2. communicate with Suppliers directly and attempt in good faith to resolve any problems or disagreements relating to Products or delivery timeframes;
3. provide us with feedback we request relating to our third party Suppliers; and
4. comply with the policies and procedures that we publish on the Website from time to time.

4. Liability

1. Other than as set out in clause 4(b), 4(e) and 4(g), we are not liable for any loss or damage, however caused (including by our negligence) incurred or suffered by you in connection with this agreement or the Products.
2. Subject to clauses 4(e) and 4(g), our liability for any loss or damage, however caused (including by our negligence) incurred or suffered by you in connection with the supply of a Product is limited at our sole option to a refund of the Purchase Price for that Product, or the repair or resupply of that Product.
3. The limitations in clauses 4(b) and 4(g) are the aggregate limits for all claims, whenever made.
4. Other than as contemplated by clause 4(e) or under the indemnity in clause 5, neither party is liable for any Consequential Loss, however caused (including by negligence) suffered or incurred by the other party in connection with a Product.
5. If the Competition and Consumer Act 2010 (Cth) or any other legislation states that there is a guarantee in relation to any good or service supplied by us in connection with this agreement and our liability for failing to comply with that guarantee cannot be excluded but may be limited, then clauses 4(a), 4(b) and 4(g) do not apply to that liability and instead our liability for such failure is limited to, in the case of a supply of goods, us replacing the goods or supplying equivalent goods or repairing the goods, or in the case of a supply of services, us supplying the services again or paying the cost of having the services supplied again.
6. Without limiting any rights you may have under the Competition and Consumer Act 2010 (Cth), any claim against us in connection with the Products must be made within the earlier of 7 days of the date that Product is delivered to you and 14 days of the date we estimate that Product will be delivered to you (if such a date is notified to you by us), and any claim that is not made within that period is absolutely barred.
7. If you order Products for resale and not for your own use, then our liability in connection with that order of Products is limited to the the lesser of the Purchase Price for that order of Products and $50.
8. For clarity, you must pay all postage costs in connection with any claim under this agreement, including a claim contemplated by clause 4(e).

5. Indemnity

You are liable for, and indemnify us from and against, all loss or damage (including legal costs) incurred or suffered by us however caused in connection with:

1. any breach of this agreement by you;
2. resale of a Product by you;
3. any use of the Products other than in accordance with our directions or the directions of a Supplier;
4. personal injury or death of any person (including any employee of yours or a person to whom you have resold a Product) in connection with the Products; or
5. damage to property in connection with the use of the Products,

and it is not necessary for us to may any payment or incur an expense before making a claim under an indemnity.

6. Intellectual property rights and rebranding

1. You acknowledge and agree that nothing in these terms and conditions grants you any intellectual property rights (including copyright, trade marks, parents and designs) of ours.
2. You must not remove a the trade mark of ours or of a Supplier’s (if any) from a Product or represent that the Products are associated with any registered or unregistered trade mark other than a trade mark of ours or of the relevant Supplier (if any).

7. Exclusion

Other than as contemplated by clause 4(e), we make no representation and give no warranty that:

1. a Product will be of merchantable quality or fit for any particular purpose;

2. use of a Product will not infringe the intellectual property rights (including copyright, trade mark or patent rights) of any third party; or
3. that the description of a Products on the Website is complete or accurate.

8. Merger and survival

1. The rights and obligations of the parties under these terms and conditions do not merge on completion of any transaction contemplated by these terms and conditions.
2. Termination of these terms and conditions will not affect clauses 2, 4, 5 and 6 and any other clause of these terms and conditions which is expressly or by implication intended to come into force or continue after termination.

9. Taxes and costs

1. You must pay all customs duty, stamp duty, taxes, duties, government charges and other taxes of a similar nature (including fines, penalties and interest) imposed, levied, assessed or payable in Australia or overseas in connection with delivery of Products or these terms and conditions.
2. Except under clause 9(c), the consideration for a Supply made under or in connection with these terms and conditions does not include GST or any equivalent tax in a jurisdiction other than Australia.
3. (If a Supply made under or in connection with these terms and conditions is a Taxable Supply, then at or before the time the consideration for the Supply is payable:

1. the Recipient must pay the Supplier an amount equal to the GST (or of any equivalent tax in a jurisdiction other than Australia) for the Supply (in addition to the consideration otherwise payable under these terms and conditions for that Supply); and
2. the Supplier must give the Recipient a Tax Invoice for the Supply.

4. If either party has the right under these terms and conditions to be reimbursed or indemnified by another party for a cost incurred in connection with these terms and conditions, that reimbursement or indemnity excludes any GST component of that cost for which an Input Tax Credit may be claimed by the party being reimbursed or indemnified, or by its Representative Member, Joint Venture Operator or other similar person entitled to the Input Tax Credit (if any).
5. In clauses 9(b) and 9(c):

1. capitalised terms that are not defined in clause 12(a) have the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth); and
2. Supplier means the entity making the Supply.

10. Force Majeure

1. A party is not liable for any loss or damage incurred or suffered by the other party in connection with a Force Majeure Event.
2. If a Force Majeure Event continues for 10 consecutive days, we may cancel an order placed under clause 1(a) and refund the relevant Purchase Price to you.

11. Policies, procedures and security

1. You must;

1. use the Website and your Account in accordance with our directions, and our policies and procedures (as published on the Website from time to time or otherwise given to you);
2. not attempt to access the Account of any other person;
3. not publish any material on the Website that is inconsistent with the Objectives or otherwise not in the best interests of the Website;
4. not publish any misleading or inaccurate information on the Website; and
5. keep the details of your Account secure, and ensure that only you can access your Account.

2. you acknowledge that we may:

1. suspend or terminate your account if you do not comply with clause 11(a);
2. remove any material from the Website which in our view is misleading, inconsistent with the Objectives or otherwise not in the best interests of the Website;
3. access your Account (including records of your emails to Suppliers or to us) for administrative purposes; and
4. communicate with Suppliers on your behalf.

12. General

1. The laws of Queensland, Australia govern these terms and conditions.
2. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland, Australia and courts competent to hear appeals from those courts.
3. We may subcontract its obligations under these terms and conditions.
4. Where these terms and conditions contemplate that a party may consent to, elect, determine, approve, nominate, decide or consider any matter or thing, that party may provide such consent or make such election, determination, approval, nomination, decision or consideration in its absolute discretion and conditionally or unconditionally without being required to give reasons or act reasonably, unless these terms and conditions expressly require otherwise.
5. Each provision of these terms and conditions will be read and construed as a separate and severable provision or part and if any provision is void or otherwise unenforceable for any reason then that provision will be severed and the remainder will be read and construed as if the severable provision had never existed.
6. These terms and conditions represent the parties’ entire agreement, and supersedes all prior representations, communications, agreements, statements, conduct and understandings, whether oral or in writing, relating to its subject matter.
7. The rights and obligations of the parties under these terms and conditions do not merge on completion of any transaction contemplated by these terms and conditions.
8. In these terms and conditions:

1. the meaning of any general language is not restricted by any accompanying example, and the words ‘includes’, ‘including’, ‘such as’ or ‘for example’ (or similar phrases) do not limit what else might be included;
2. no rule of construction applies in the interpretation of these terms and conditions to the disadvantage of the party preparing the document on the basis that it put forward this document or any part of it; and
3. a reference to a party is a reference to you or to us and a reference to the parties is a reference to both you and us.

12. Definitions and interpretation

In these terms and conditions:

 

Account	means your account on the Website as a purchaser of goods, including a user name and password associated with that account.
Consequential Loss	means consequential loss, indirect loss, loss of revenues, loss of reputation, loss of profits, loss of actual or anticipated savings, loss of bargain, lost opportunities (including opportunities to enter into arrangements with third parties) and loss or damage in connection with claims against you by third parties.
Force Majeure Event	means any event beyond a person’s reasonable control, including a natural disaster, act of God, industrial dispute, failure of a third party supplier or service provider.
Products	means the goods indicated by us as being for sale by us from time to time.
Purchase Price	in respect of a Product means the purchase price and cost of delivery for that Product specified on the Website.
Us	means The Shop for Change Pty Ltd.
Supplier	means the third party supplier or manufacturer who supplies the Product to us.
Website	means the website on which we lists Products for sale from time to time
You	means you.