EzyVegies

1. Definitions and interpretation 

1.1 In these Conditions, unless the context otherwise requires: 

Agreement means the agreement entered into between us and you for the supply of Goods and/or Services as represented in the Order and these Conditions; 
Conditions means these terms and conditions for supply of the Goods and/or Services;
Force Majeure means an act of God, war, fire, strike, lockout, trade or industrial disputes, governmental or regulatory interference, decisions or delays, transport delays, accidents, breakdown of plant or machinery, non delivery or shortage of supplies or any other cause beyond our control;
Goods means any goods we agree to supply to you; 
GST means the goods and services tax;
Loss means any damage, loss, liability, cost, charge, expense, penalty, outgoing or payment (whether direct or indirect, consequential or incidental) including legal costs and expenses on a full indemnity basis; 
Order means any order you place on us for Goods and/or Services;
Price means the price of the Goods and/or Services as specified in the Order or as varied in accordance with these Conditions;
Services means any services we agree to supply to you; 
Site means the site you nominate for delivery and/or installation of the Goods or provision of the Services;
EzyVegies, we, our and us means EzyVegies Pty Ltd; and
you or yours means the purchaser or customer (or its agent or representative) identified in the Order.

1.2 Specifying anything in these Conditions after the words “including” or “includes” or similar expressions does not limit what else is included unless there is express wording to the contrary.

2. General

2.1 These Conditions apply to all Orders accepted by us to provide you with Goods and/or Services, and we reserve the right to accept or decline, in whole or in part, any Order for Goods and/or Services.

2.2 Previous dealings between us and you or the imposition of additional or alternative terms and conditions by you will not vary or replace any part of the Agreement.

2.3 The Agreement commences on the date we confirm an Order in writing to you. This may or may not be the date on which you request us to provide you with Goods and/or Services.

2.4 You agree that the Agreement constitutes the entire agreement between us and you relating to the provision of Goods and/or Services to you, that it applies to the exclusion of any other terms and conditions except for any other rights which we may have at law, and it supersedes and replaces all other contracts, discussions, letters or communications (written or oral) relating to the subject matter.

3. Goods and Services

3.1 Subject to this clause 3, we agree to provide the Goods and/or Services specified in the Order.

3.2 An Order may only be amended or varied by us and you where confirmed by us in writing.

3.3 We will provide the Goods and Services as close as possible to the times and dates specified in the Order or otherwise agreed with you.

3.4 Delivery of any Goods to you occurs:
(a) in the case of Goods to be collected by you, at the agreed time for collection; or
(b) in the case of Goods to be delivered to you, at the time of delivery, or, if you fail to take delivery of the Goods, the time when we tendered delivery of the Goods, and risk of loss or damage to the Goods passes to you on delivery; or
(c) in the case of Goods to be posted to you, at the time we post the Goods.

3.5 Goods and/or Services will be considered to have been delivered in full in good condition or properly performed unless you notify us in writing of the shortfall, damage, defect or performance issue within 2 business days of Goods being delivered or Services being performed.

3.6 Until you have paid for the Goods in full and also paid all other moneys due and payable to us under the Agreement, property in the Goods remains with us, you hold the Goods as our bailee, and you must ensure that at all times the Goods are properly stored, separate from all other goods, protected, readily identifiable, clearly marked as owned by us and fully insured for an amount not less than the Price.

3.7 We do not warrant the goods or services of any third party provider. You agree to seek warranties direct from any third party provider of such goods and services, and release EzyVegies from any Loss suffered by you or any third party in relation to any third party’s goods or services, whether they are Goods or Services or not.

4. Price, Billing and Payment

4.1 You agree to pay the Price for the Goods and/or Services.

4.2 You will also be liable for:
(a) all excise, sales, goods and services or any other taxes or charges which may be established or levied by any governmental authority (domestic or foreign) upon the Goods and/or Services, any part of the Goods and/or Services, or the manufacture, use, sale, delivery or installation of the Goods and/or Services; and
(b) all third party costs, disbursements or expenses incurred in relation to the provision of the Goods and/or Services to you (together, “Additional Elements”).

4.3 We can vary the Price or Additional Elements and you agree to pay the varied Price and Additional Elements in the following circumstances:
(a) where the provision of the Goods and/or Services by us has been affected by a change in law or Force Majeure event;
(b) where we agree to vary the Order pursuant to clause 3.2;
(c) if we are required to provide additional Goods and/or perform additional Services due to the condition of the Site that prevents us from carrying out the Services in a normal manner, or where there are inconsistencies or discrepancies in or, incomplete or insufficient specifications or other information provided by you, or your acts or omissions or breach of this Agreement.

4.4 If GST or any similar tax has application to any supply made by us under this Agreement, you will, in addition to any amounts paid or payable by you for the supply of Goods and/or Services by us, pay to us an additional amount for GST, such amount to be calculated by multiplying the amount payable by you for that supply by the prevailing GST rate.  GST will be shown on our tax invoices in accordance with the requirements of the A New Tax System (Goods & Services Tax) Act and Regulations 1999.

4.5 You agree to pay the Price and Additional Elements in cash:
(a) immediately on presentation of a tax invoice; or
(b) where sent to you by post, within 14 business days of the date of the tax invoice.

4.6 You must pay the Price and Additional Elements in full even if there was a delay in the delivery of the Goods and/or Services, or if you dispute the quality, quantity or condition of the Goods and/or Services delivered or provided.

4.7 If you have not paid the Price and Additional Elements in full within 14 business days of the date of the tax invoice we may, without limiting any other rights we may have:
(a) charge you interest on the overdue moneys at 15% from the due date until paid in full; and 
(b) pursue an action against you for the Price and Additional Elements for which payment has not been made, even though property in the Goods remains with us.

4.8 We can set off any sums owed by you to us however you agree you cannot deduct or set off any amount from moneys owed to us at any time for any reason.

5. Intellectual Property and Confidentiality

5.1 You acknowledge that all intellectual property relating to the provision of Goods and/or Service by us at the date of this Agreement is and will at all times remain the property of EzyVegies and any intellectual property created or developed following the date of this Agreement vests in EzyVegies as soon as those intellectual property rights are created or developed, and will at all times remain the property of EzyVegies and the Client hereby assigns any rights it may have now or in the future to such intellectual property to EzyVegies.

5.2 You must not, without the prior written approval of EzyVegies, make public or disclose to any person any Confidential Information which you may acquire or become aware of as a result of this Agreement concerning the affairs, property, price, trade secrets or business of EzyVegies except where Confidential Information is or becomes public knowledge (other than as a result of a breach of this Agreement) or is required to be disclosed by law.

5.3 You warrant that all drawings, designs, specifications, instructions and any other information provided by you in relation to the Goods and/or Services will be accurate and complete and will not infringe any third party’s intellectual property or other rights.

5.4 We will remain the legal and equitable owner of all intellectual property relating to the provision of the Goods and/or Services by us whether existing now or is a right to be asserted into the future.

5.5 EzyVegies is our registered trademark and you are not to use it in any way without our prior written consent.

5.6 You agree to maintain the confidentiality of, and will not provide to any third party, any information obtained from any EzyVegies product or service, including but not limited to the EzyVegies Customer Program, without our prior written consent.

6. Suspension and Termination

6.1 Subject to clause 6.2, where we are in default of this Agreement:
(a) you must provide us with written notice to remedy the default within 28 days of delivery of the notice to us;
(b) if we fail to remedy the default in those 28 days (subject to any valid claims for extensions of time), you must provide us with written notice that should the default not be remedied in a further 28 days, the agreement will terminate. 

6.2 You may not terminate any Order which has been accepted by us except with our the written agreement and on terms that you indemnify us and any third party providers of goods or services for your benefit against any loss any of us pay, suffer, incur or are liable for as a result of the termination.

6.3 Where you are in default in any of your obligations under this Agreement, fail to make any payment, commence to be wound up or are placed under official management or into liquidation or have a receiver and/or manager appointed in respect of any of your assets or become insolvent, commit any act of bankruptcy or become subject to any other analogous event, we may, at our option, in addition to any other rights we have under these terms and conditions or at law, immediately by notice:
(a) suspend the provision of Goods and/or Services to you whether under this Agreement or otherwise; or
(b) terminate the Agreement in relation to any Goods and/or Services that we have not provided to you.

6.4 If we terminate the Agreement pursuant to clause 6.3, you agree that we may, without affecting our accrued rights and obligations, take possession of and resell any Goods supplied to you but not yet paid for by you and you authorise us or our representative to enter premises where the Goods may be located to take possession of the Goods, and you indemnify us against any loss we pay, suffer, incur or are liable for in connection with our retaking possession of the Goods or otherwise exercising our rights under this clause 6. The parties agree that this clause 6 is not intended to create a charge or other form of security interest and that if, and to the extent that, as a matter of law, this clause creates a charge or any other form of security interest, the offending words must be deleted.

6.5 We are entitled to terminate the Agreement at any time on 4 week’s written notice.

6.6 If this agreement is terminated:
(a) by us - we will deliver all Goods paid for in total by you and return all documents you provided to us, and you agree we will not be obliged to hand over any designs to you, and you must return all documents we provided to you as part of the Services; or
(b) by you, we will deliver all Goods paid for in total by you and return all documents you provided to us.

6.7 All costs relating to any action taken by us to recover monies due from you (including, without limitation, legal or other debt collection costs) will be payable by you immediately on demand.

7. Limitation of Liability

7.1 Subject to clause 7.2, all conditions and warranties, express or implied, by law, custom or otherwise, and whether as to the condition, suitability, quality, fitness for any purpose or title to the Goods and/or Services or included or referred to in any order, delivery, receipt or other document are expressly negatived and excluded and to the extent permitted by law, you agree that we are not liable to you or any third party for any Loss which you or any third party pay, suffer, incur or are liable for any reason, including as a result of delay, negligence or any act, matter or thing done or permitted or omitted to be done by us, our employees or agents in any way connected with or arising out of the Agreement including, but not limited to, in relation to the loading, unloading, or delivery of the Goods by any party, any failure to provide, or delay in providing, any Goods and/or Services, the removal or movement of any of your property or the Goods, the installation of replacement Goods or the re-supply of Services, or the use of any tools or equipment provided, loaned or hired out by us.

7.2 If the Trade Practices Act 1974 or any other legislation implies into these Conditions any term, condition or warranty and the legislation avoids or prohibits provisions in an Agreement excluding or modifying the application of, or liability under, any such term, condition or warranty, such term, condition or warranty will be deemed to be included in these Conditions provided that, to the extent that such legislation permits us to limit our liability for a breach of any such term, condition or warranty, then our liability for such breach, will be limited, at our option, to:
(a) in the case of Goods, either replacement of the Goods, the supply of products equivalent to the Goods, or the cost of replacing the Goods or acquiring products equivalent to the Goods; and
(b) in the case of Services, the supply of the Services again or the payment of the cost of having the Services supplied again.

7.3 You agree to indemnify us against any loss which we, our employees, agents or contractors pay, suffer, incur or may be or are liable for in connection with any breach of the Agreement, any breach of law, or any act or omission (negligent or otherwise) of or by you or your employees, agents, contractors or representatives.

8. Miscellaneous

8.1 We may vary these Conditions at any time by notice to you in writing.

8.2 Any waiver by us of any right is not a waiver of any other or future right we may have. Any waiver by us in relation to this Agreement must be express and in writing.

8.3 If any provision of this agreement is invalid, the provision will not affect and will be severed from the remainder of the agreement.

8.4 Except for non payment of invoices issued by EzyVegies, if a dispute arises then the parties must meet at least twice and use reasonable endeavours acting in good faith to resolve the dispute. If the dispute is not resolved by the parties, either party may commence proceedings for the resolution of the dispute. Notwithstanding the existence of a dispute, each party must continue to perform its obligations under this Agreement.

8.5 If there is any inconsistency between an Order and these Conditions, these Conditions will take precedence over the Order.

8.6 This Agreement is governed by the laws of the State of New South Wales and the parties agree to submit to the jurisdiction of the courts of that State.