Glove Box Australia Pty Ltd Terms and Conditions

These are the terms and conditions for Glove Box Australia Pty Ltd ACN 656 350 257 (Glove Box) upon which Customers may purchase Goods from Glove Box or otherwise interact and deal with Glove Box (Terms).

The terms “we”, “us” and “our” refer to Glove Box and references to “you” and “your” refer to the Customer throughout these Terms and any other related polices.

LEGAL NATURE OF THESE TERMS
These Terms form a binding legal agreement between us, our successors and assignees, and you.  These Terms explain our obligations as a supplier of the Goods and your obligations as a purchaser of the Goods.  By placing an order for and acquiring the Goods, you agree to comply with and be legally bound by these Terms.  Please read these Terms carefully.

These Terms may be amended from time to time, without prior notice. Notice of any such changes to these Terms will be provided by Glove Box by posting a notification on our website or updating the date referenced in the revised Terms, or as otherwise deemed appropriate by Glove Box. Any such changes will apply only to orders of Goods placed after the time such changes become effective. Glove Box’s right to require strict observance and performance of each of these Terms shall not be reduced, vitiated, or otherwise affected by any current or past waiver of any of these Terms (or by any previous course of dealing).

Privacy Policy
Your privacy is very important to us.  These Terms supplement and incorporate Privacy Policy. Please refer to our Privacy Policy at Privacy Policy (gloveboxaustralia.com.au) for further information about how we collect, use, store, process and disclose your personal information.

Definitions and Interpretation     
All capitalised terms in these Terms have the meaning given to that term in the in the Schedule ‘Definitions’ unless the context requires otherwise.
A reference to dollars or “$” in these Terms is a reference to Australian currency.

1 - SCOPE OF TERMS
     1.1 - Background 
     You have agreed to acquire the Goods, and we have agreed to provide the Goods, in accordance with the terms and conditions of these Terms.

     
     1.2 - Relationship  
     The relationship of the Parties to these Terms is solely that of independent parties.  These Terms does not expressly, implicitly or otherwise, constitute a relationship of employer and employee, partnership, agency or joint venture.  

2 - SUPPLY OF GOODS
     2.1 - Glove Box's Obligations  
     We agree to:

     ▼ Supply the Goods in accordance with these Terms;
     ▼ Sell the Goods without encumbrance; and
     ▼ Make reasonable effort to ensure the Goods are delivered to the location specified by you, Glove Box’s Facilities or such other location agreed to in writing between the Parties.
     
     2.2 - Delivery 
     ▼ You acknowledge that third party providers are contracted to provide delivery services which we do not have full control over and we will not be liable in respect of any delay.
     ▼ In respect of Goods that are to be collected from Glove Box’s Facilities only, the delivery of the Goods will be made Ex-Works (as per the definition of this term in Incoterms 2020 made available by the International Chamber of Commerce) at Glove Box’s Facilities.
     ▼ In most instances, we will arrange delivery of the Goods to a location specified by you. However, if it is agreed that you will collect the Goods from Glove Box’s Facilities, you will be responsible for arranging transportation to the place of delivery and all delivery costs (including insurance) incurred in respect of transporting the Goods in this manner will be payable by you. If you request special delivery arrangements in respect of the Goods, special delivery charges may apply and will be payable by you.
     
     2.3 - Inspection and Acceptance of Goods  
     ▼ Upon delivery of the Goods at the agreed location of delivery, you (acting reasonably) must examine the Goods and notify us immediately of any manufacturing or material defect or damage to the Goods. You acknowledge that you must not tamper with or install any part of the Goods at any time including at the time of inspecting the Goods in accordance with this clause 3.
     ▼ If no such notice is provided within two (2) days of the Goods arriving at the location for delivery, the Goods are to be deemed accepted by you.
     ▼ You must accept the Goods upon delivery if they conform with the description and specifications (if any) provided by us to you or otherwise as set out in these Terms.
     ▼ Where a manufacturing or material defect or damage to the Goods is raised, you must promptly notify us and provide us with any information that we have requested in order for us to verify the deficiency or irregularity and to determine whether and to what extent to (in our absolute discretion):
               ▼ resupply part or all of the Goods and remove the non-conforming Goods from the Installation Point;
               ▼ repair the Goods; or
               ▼ refund of the amount paid by you to us for the Goods less any costs and charges incurred for the delivery of the Goods.
     
     2.4 - Installation and unpacking 
     ▼ You acknowledge and agree that you will be solely responsible for unpacking the Goods and moving the Goods into the Installation Point at your premises for installation. Given the size and weight of the goods, you may be required to have heavy equipment (such as a forklift) to move the Goods into place for installation and we will not be responsible for supplying such equipment. Under no circumstances will Glove Box be liable for any damage caused by you to the Goods in unpacking and moving the Goods to the Installation Point for installation.
     ▼ We will install the Goods once they are moved to the Installation Point and all installation costs (including travel and labour costs) will be payable by you, unless otherwise agreed to in writing by us.
     ▼ You acknowledge that you must not install any part of the Goods itself or engage a third party to install any part of the Goods and we will incur no liability to you under these Terms if the Goods are damaged or become defective (or fail to operate correctly) as a result of your attempt to install any part of the Goods.
     ▼ We will not incur any liability to you as a result of any delay in installing the Goods which is caused by an event outside of its reasonable control (including any travel or quarantine restrictions imposed as the result of or in connection with (either directly or indirectly) COVID-19).
     ▼ For as long as there are any travel restrictions imposed as a result of or in connection to (either directly or indirectly) COVID-19 or any other reason, then you acknowledge that:
     ▼ We will use all reasonable efforts to provide the Support and Maintenance Services remotely using technology (such as preparing installation related videos); and
     ▼ We will not be required to install the Goods ourself (using personnel in Australia) but we are entitled to arrange local third party contractors (with the skills that we determine are necessary) to install the Goods. The cost of hiring the contractors will be paid by you.
               ▼ You must provide us (and our personnel and third party contractors) with access to the Installation Point that is reasonably necessary in order for us or our third party contractors to perform the installation services and the ongoing Support and Maintenance Services.
     
     2.5 - Support and Maintenance Services 
     ▼ You must pay the costs of the Support and Maintenance Services which have been provided by us to you as consideration for us providing the Support and Maintenance Services (SMS Costs).
     ▼ The SMS Costs are payable monthly in advance and must be paid by you in accordance with the Payment Terms.
     ▼ If you do not pay any of the SMS Costs owing to us then we will cease providing the Support and Maintenance Services without any liability to you until the outstanding amount is paid in full. We are not obliged to provide any additional support services other than the Support and Maintenance Services unless agreed to between by us and which you acknowledge an additional fee will be payable for those additional support services.
     ▼ Despite the Support and Maintenance Services to be provided by us under these Terms, you acknowledge that you must at all times maintain the Goods in accordance the instructions and directions of us (including in relation to the frequency of the maintenance of the Goods).
     ▼ For as long as there are any travel restrictions imposed as a result of or in connection to (either directly or indirectly) COVID-19 or any other reason, then you acknowledge that we may arrange local third party contractors (with the skills that we determine are necessary) to provide the Support and Maintenance Services as and when required by us depending on the circumstances. The cost of hiring the contractors will be paid by you.
     
     2.6 - Consumables and spare parts 
     ▼ You acknowledge that spare parts and consumables to be used in connection with the Goods are sold separately by us.
     ▼ If you require spare parts and/or consumables you must order these separately with us and we will deliver the spare parts and/or consumables to the location specified by you.
     ▼ All costs including delivery costs in respect of the spare parts and consumables must be paid by you in accordance with our Payment Terms. We will provide you with an invoice for each order of spare parts and/or consumables you place with us.
     
     2.7 - Risk and Title 
     ▼ Other than Goods that are collected from Glove Box’s Facilities which are subject to the incoterms in clause 2.2(b), the risk of loss or of damage to the Goods will remain with us until the delivery of the Goods to the delivery location specified by you or any other agreed location of delivery at which time risk of loss or damage to the Goods will transfer to the Customer.
     ▼ Title and ownership in the Goods will remain with us until payment in full is made for all amounts owned by you to us in respect of the Goods.
     
     2.8 - Retention of Title 
     ▼ You acknowledge that these Terms constitutes a security interest for the purposes of the PPSA and must, without delay whenever requested by us, sign all documents and do all acts and things requested by us to register its interest on the Personal Property Securities Register and such other register as we require under the PPSA (and must do all things reasonably requested by us to ensure its rights in relation to the Goods are enforceable, perfected and effective).
     ▼ Until title to the Goods has passed to you in accordance with these Terms, we will have a security interest in all the Goods and you must:
               ▼ hold the Goods on trust for us;
               ▼ store the Goods separately from all of your other goods or any goods belonging to a third-party;
               ▼ not remove any identification number, or any notice indicating or displaying that the Goods are our property;
               ▼ maintain the Goods in satisfactory condition; and
               ▼ keep the Goods insured on our behalf for its full replacement value against all risks to its reasonable satisfaction (on request you must produce the policy of insurance).
     ▼ If payment for the Goods is overdue in whole or in part or you become subject to an Insolvency Event, then you are not entitled to resell or part with possession of any part of the Goods still owned by us until you have paid in full all amounts owed by you to us under these Terms. Furthermore, we will be entitled to immediately terminate your right to possession of the Goods and without prejudice to any other rights under these Terms:
               ▼ enter, or instruct agents to enter on our behalf, on five (5) days' notice or such shorter period as may be reasonable in the circumstances, including for the purposes of sections 130 and 135 of the PPSA, any premises where the Goods may be, and to repossess and dispose of any or all Goods owned by us; and
               ▼ withhold delivery of any other undeliverable Goods.


3 - PAYMENT
     3.1 - Acknowledgement of Costs
     You acknowledge that the Costs of the Goods have been agreed to and are as set out in any quotation or proposal documentation provided by us to you.

     3.2 - Purchase Orders and Deposit
     ▼ We may require that you pay a deposit prior to placing an order for the Goods with our affiliated parties and we will not process or confirm your order until you have paid the relevant amount of the deposit if Glove Box accepts a deposit in respect of your order.
     ▼ A purchaser order is binding on the Customer once the deposit has been paid and we confirm the order. The Customer acknowledges the Goods are made to order and we will incur significant cost in fulfilling each order. Accordingly, the Customer acknowledges it cannot cancel an order following confirmation by us.

     
     3.3 - Invoicing and Payment Terms  
     ▼ We will provide you with a valid tax invoice in respect of each payment paid towards the Cost of Goods (where the purchase price for the Goods in paid in instalments or in full) and you must pay all amounts set out in each invoice, in cleared funds, in accordance with the Payment Terms.
     ▼ You acknowledge and agree that we withhold delivery of the Goods until all relevant payments towards the Cost of the Goods have been paid in full.
     ▼ All payments to Glove Box must be in $AUD.


4 - WARRANTIES AND LIABILITY
     4.1 - Glove Box's Warranties 
     ▼ If Goods are being supplied under these Terms, then we make no representations and do not provide any warranties in respect of those Goods other than that:
               ▼ (i) we will provide good and unencumbered title to the Goods once all moneys payable by you to us have been made in accordance with these Terms;
               ▼ (ii) the Goods are of merchantable quality; and
               ▼ (iii) the Goods are fit for their intended purpose.
     ▼ Other than the warranties provided in these Terms, all other conditions and warranties implied into these Terms are excluded to the fullest extent permitted by law.
     ▼ Unless otherwise expressly provided, the shape, size and weight and functional specifications of the Goods stated in any quote, technical and costing proposal or any other materials issued by Glove Box are indicative only and are not legally binding.
   
     4.2 - Mutual Warranties
     You represent and warrant to us that:
     ▼ you are validly incorporated and validly exists under the applicable laws of the country in which it was incorporated;
     ▼ the obligations assumed by you under these Terms are legal, binding, valid and enforceable obligations on you; and
     ▼ the execution, delivery and performance of the obligations under these Terms does not, and will not result in a breach of or constitute a default under its constituent documents, any agreement to which you are a party or any applicable law.
     
     4.3 - Warranty Period 
     ▼ To the maximum extent permitted by law, if during the Warranty Period, Glove Box determines (acting reasonably) that there is a material or manufacturing defect with the Goods or the Goods are damaged at the time of delivery (other than as a result of any act or omission by the Customer or its personnel), then the Liability of us to you is to (at our absolute discretion) repairing or replacing the Goods (which is to be performed at the Installation Point, or any other location specified by Glove Box).
     ▼ You must reimburse us for all travel and shipping related costs incurred to undertake repairs or replace the Goods at the Installation Point or any other location specified by us.
     
     4.4 - Limitation of Liability 
     ▼ To the maximum extent permitted by law, under no circumstances will we or any of the third party manufacturers of the Goods be liable to you, nor can you make any Claim against us, for any loss or damage suffered by you or for breach of any warranty under these Terms, if any part of the Goods are defective or damaged:
               ▼ (i) through misuse, tampering, abnormal use or any use other than for the intended purpose by, or as a result of negligence or misconduct of you (including any personal injury or physical damage to any property as the result of your misuse of the Goods or negligence);
               ▼ (ii) as the result of any modification to the Goods that has not been approved beforehand by us;
               ▼ (iii) due to normal wear and tear, or other causes that do not arise from any defect in the Goods or gross negligence or misconduct of our installation or replacement of the Goods;
               ▼ (iv) as the result of your failure to comply with the operating instructions or recommended maintenance program expressly stated in the Goods’ manuals provided to you; or
               ▼ (v) as a result of you failing to regularly maintain the Goods in accordance with the instructions and directions provided by us.
     ▼ The total cumulative maximum aggregate Liability of us arising out of or related to these Terms, including for Claims relating to breach of contract, breach of warranty (including the cost of repairing or replacing the Goods), tort (including negligence, strict liability and errors and omissions) or any other cause or form of action will capped and limited to the total Costs of the Goods actually paid by you to us under these Terms.
     ▼ The Liability of us under clause 4(b) will be reduced to the extent any acts or omission of you or any of its representatives caused or contributed to the loss, costs or damages suffered by you.
     ▼ For the avoidance of doubt, nothing in these Terms restricts, excludes or modifies any consumer rights under any statute including the Competition and Consumer Act 2010. 

     4.5 - Consequential loss
     Our Liability for any Claim in connection with these Terms will not extend to any Consequential Loss. 

     4.6 - Duty to mitigate 
     You must take all reasonable steps to mitigate the effect on us of any Claim or Liability for which we may be liable under these Terms.


5 - GST   

     ▼ All prices specified in any quote or proposal provided by us or these Terms are exclusive of GST (unless stated otherwise).
     ▼ If GST is imposed on any Supply made under or in accordance with these Terms, the Recipient of the Taxable Supply must pay to the Supplier an additional amount equal to the GST payable on or for the Taxable Supply, subject to the Recipient receiving a valid Tax Invoice in respect of the Supply at or before the time of payment and the GST must be paid at the same time of payment for the Taxable Supply.
     ▼ If the amount of GST recovered by the Supplier from the Recipient of the Supply differs from the amount of GST payable at law by the Supplier in respect of the Supply, the amount payable by the Recipient of the Supply to the Supplier will be adjusted accordingly.
     ▼ All capitalised terms in this clause 5 have the meaning given to those terms in the GST Act (unless otherwise defined in these Terms).


6 - DISPUTE RESOLUTION
     6.1 - No Court proceedings unless procedure followed 
     You must not start court proceedings (except proceedings seeking interlocutory relief) unless you have complied with this clause 6.

     6.2 - Notice of Dispute
     If you are claiming that a dispute has arisen, you must give us notice of the details of the dispute within five (5) days of the dispute arising.

     6.3 - Negotiations
     You must meet with us to attempt to resolve the dispute within fifteen (15) days of initial notice of the dispute being given under clause 6.2.

     6.4 - Failure to Negotiate settlement
     If we cannot resolve the dispute under clause 6.3:
     ▼ either you or us may start court proceedings; or
     ▼ we may agree to try to resolve the dispute by other means such as expert determination or mediation.

     6.5 - Release of other party breaches
     If you breach the procedures in this clause 6 in relation to a dispute, we need not comply with this clause 6 in relation to the dispute.

     6.6 - Obligations continue
     You must continue to perform your obligations under these Terms, pending the resolution of a dispute.

     6.7 - Right to terminate
     The dispute resolution procedure in this clause 6 does not affect our rights to terminate these Terms in accordance with clause 7.

     6.8 - Costs 
     You must bear your own costs of complying with this clause 6.


7 - TERMINATION
     7.1 - Termination by Notice  
     ▼ If an Event of Default, other than an Insolvency Event, occurs in relation to you, we may, without limiting our other rights and remedies, terminate these Terms by giving you notice with immediate effect if the Event of Default is unremedied by you within seven (7) days of receipt of the Default Notice from us.
     ▼ If you are the subject of an Insolvency Event, then we may terminate these Terms by notice with immediate effect.

     7.2 - Consequences of Termination
     If these Terms is terminated, you will be liable to pay any outstanding invoices and all other amounts payable under these Terms to and including the date of termination.

     7.3 - Clauses Surviving Termination
     Despite any other provision of these Terms, clauses 4, 5, 8, 10, 11 and this clause 7.3 will survive the expiry or termination of these Terms.


8 - NOTICES 
     A communication required to be given under these Terms must be in writing.  Any notice sent by pre-paid ordinary post to a party’s address will be treated as duly given and received five (5) days after it is posted (however, if the notice is delivered after 5:00pm,    then the notice will be deemed to have been given on the next business day).


9 - FORCE MAJEURE  
     Neither Party will be liable to the other Party for any default arising as a result of a Force Majeure Event and to the extent the obligations of a Party cannot be performed as a result of the Force Majeure Event, those obligations will be suspended for as long as Force Majeure Event persists.


10 - CONFIDENTIALITY
     10.1 - Obligation of Confidentiality    
     You acknowledge that the terms of these Terms and its subject matter are confidential and must not be disclosed to any persons unless:
     ▼ it is required to be disclosed by law;
     ▼ it is disclosed for the purposes of obtaining legal or accounting advice regarding these Terms; or
     ▼ you obtain our prior written consent of us prior to disclosing the confidential information.


11 - MISCELLANEOUS
     11.1 - Invalidity  
     Any provision of these Terms which is invalid or unenforceable in any jurisdiction will, as to that jurisdiction only, be read down or severed to the extent of that invalidity or unenforceability.  The remaining provisions of these Terms which are self-sustaining and capable of separate enforcement without regard to the read down or severed provision in that jurisdiction are and will continue to be valid and enforceable in accordance with their terms.

     11.2 - Assignment   
     No Party may assign its rights or obligations under these Terms to any person without the prior written consent of all the Parties.

     11.3 - Entire agreement  
     These Terms, together with any documents referred to in these Terms  (including the quotations and/or proposals to which these Terms are attached) or executed simultaneously in connection with these Terms, comprises the entire agreement between us with respect to the subject matter of these Terms and supersedes all prior understandings, agreements, representations and correspondence with respect to the same.

     11.4 - No merger  
     The rights and obligations of us in respect of agreements, indemnities, covenants and warranties contained in these Terms shall remain in full force and effect, be continuing agreements, indemnities, covenants and warranties and not be merged or extinguished by or upon termination of, or completion of any obligations under, these Terms.

     11.5 - Governing laws and jurisdiction
     These Terms is governed by the laws of Victoria and the Parties submit to the non-exclusive jurisdiction of the courts of Victoria and any courts competent to hear appeals from those courts.

SCHEDULE - Definitions 

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