VK Enterprise Aus Pty Ltd ACN 608 038 713 trading as Nano4Life Australia (us/we/our)
In these Terms and Conditions:
Nano4Life means VK Enterprise Aus Pty Ltd ACN 608 038 713 trading as Nano4Life Australia being the entity that accepts the Order to supply Products to You;
Claim means any actual, contingent, present or future claim, demand, action, suit or proceeding for any Liability, restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy of whatever nature and however arising, whether direct or indirect, and whether in contract, tort (including but not limited to negligence) or otherwise;
Confidential Information means information, whether in visual, oral, documentary, electronic, machine-readable, tangible, intangible or any other form, relating to AB&C or any related entity of AB&C including but not limited to any information relating to any business, products, markets, operations, processes, techniques, technology, forecasts, strategies or any other matter;
Contract means a contract formed as a result of the acceptance of an Order by AB&C;
Corporations Act means the Corporations Act 2001 (Cth);
Defect means any defect, fault or omission in the Works or Products, but shall not extend to any defects caused by:
(a) fair wear and tear or exposure of the Works to inclement weather;
(b) designs, specifications and manufacturing techniques provided or used by You
(c) failure by You or any other person to comply with Our instructions or documentation in respect of applying, operation, storage or maintenance of the Products;
(d) The negligence or misuse of the Products by You or any other person whose actions are beyond Our control; and
Delivery Address means the address for the delivery of the Products in a Contract or provided to Us by You;
Intellectual Property Rights means any present or future rights conferred by statute, common law or equity in any part of the world in relation to any confidential information, copyright, trade marks, service marks, designs, patents, circuit layouts, plant varieties, business names, domain names, inventions, trade secrets or other results of intellectual activity in any industrial, commercial, scientific, literary or artistic fields;
Liability means any loss, liability, cost, payment, damages, debt or expense (including but not limited to reasonable legal fees);
Order means any written or verbal order by You to Us for Products;
Personnel means any employee, servant, contractor, subcontractor, agent, partner, director or officer of a party;
PPSA means Personal Property Securities Act 2009 (Cth);
Price means the price of the Products and/or Services as nominated by Us from time to time;
Products means the Products materials, supplies, equipment or other items identified in a Contract;
T&Cs means these Terms and Conditions of Supply.
Use of Product means the information You provide to Us about your intended use of a Nano4Life Product.
Website means www.nano4life.com.au
You means the customer set out in any quotation, offer or other document provided by Nano4Life Australia (or, in the absence of such information, the customer who placed the Order).
Welcome to www.nano4life.com.au. The Website provides you with an opportunity to browse and purchase various products that have been listed for sale through the Website (the 'Products'). The Website provides this service by way of granting you access to the content on the Website (the 'Purchase Services').
The Website is operated by us. Access to and use of the Website, or any of its associated Products or Purchase Services, is provided by Us. Please read these T&Cs carefully. By using, browsing and/or reading the Website, this signifies that you have read, understood and agree to be bound by the T&Cs. If you do not agree with the T&Cs, you must cease usage of the Website, or any of the Purchase Services, immediately.
We reserve the right to review and change any of the T&Cs by updating this page at our sole discretion. When we update the T&Cs, we will use reasonable endeavors to provide you with notice of updates to the T&Cs. Any changes to the T&C stake immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the T&Cs for your records.
You accept the T&Cs by remaining on the Website. You may also accept the T&Cs by clicking to accept or agree to the T&Cs where this option is made available to you by us in the user interface.
In order to access the Purchase Services, you must first register as a user of the Website. As part of the registration process, or as part of your continued use of the Purchase Services, you may be required to provide personal information about yourself (such as identification or contact details), including:
(a) an email address
(b) a mailing address
(c) a telephone number
(d) a password
(e) Billing Address
You warrant that any information you give to us in the course of completing the registration process will always be accurate, correct and up to date. Once you have completed the registration process, you will be a registered member of the Website ('Member') and agree to be bound by the Terms. As a Member you will be granted immediate access to the Purchase Services.
You may not use the Purchase Services and may not accept the T&Cs if:
(f) you are not of legal age to form a binding contract with us; or
(g) you are a person barred from receiving the Purchase Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Purchase Services.
You will use the Purchase Services only for purposes that are permitted by:
(a) the T&Cs;
(b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
(c) you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Purchase Services;
(d) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Nano4Life Australia of any unauthorised use of your password or email address or any breach of security of which you have become aware;
(e) access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for the purposes of Nano4Life Australia providing the Purchase Services;
(f) you will not use the Purchase Services or Website for any illegal and/or unauthorised use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;
(g) you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website without notice and may result in termination of the Purchase Services. Appropriate legal action will be taken by Nano4Life Australia for any illegal or unauthorised use of the Website; and
(h) you acknowledge and agree that any automated use of the Website or its Purchase Services is prohibited.
(i) we may, in our sole discretion, ban you from using the Website if we form the opinion that you are misusing the Website, the Purchase Services or for any other reason.
In using the Purchase Services to purchase the Product through the Website, you will agree to the payment of the purchase price listed on the Website for the Product (the 'Purchase Price'). Payment of the Purchase Price may be made through one of the following third party providers:
(the 'Payment Gateway Providers')
6.2 Unless otherwise stated by us in writing, the Purchase Price is exclusive of any delivery charges and exclusive of GST.
6.3 You must not withhold, make deductions from, or set-off, payment of any money owed to us for any reason.
6.4 Following receipt of payment of the Purchase Price being confirmed by us, you will be issued with a receipt to confirm that the payment has been received and we may record your purchase details for future use.
6.5 If we accept an Order, the parties will have created a binding Contract and we will supply the Products and/or Services to you, and you will pay the Purchase Price to us in accordance with the terms of the Contract (which will include these T&Cs), but the Contract will be subject to:
(a) the availability of the materials necessary to supply the Products; and
(b) you completing our application for commercial credit and us agreeing to grant credit to you (if you are seeking credit terms).
6.6 You are not entitled to cancel any Order or Contract and must pay to us any costs associated with you purporting to cancel any Order or Contract.
6.7 We may cancel any Contract at any time prior to delivery of the Products and/or Services with no liability other than to repay any amount of the Purchase Price paid in advance of the cancellation.
6.8 The Purchase Price may vary due to AUD fluctuations at the time of order, if applicable.
6.9 We may, at our sole discretion, provide a refund on the return of the Products within 30 days where the Product packaging is unopened and remains in a saleable condition. You acknowledge and agree that you are liable for any postage and shipping costs associated with any refund pursuant to this clause.
1. Any content or information you place on the Website
2. Any information you provide to us in assessing what Product would be suitable for your requirements
3. Maintaining the security of your login and password details
4. Ensuring that you have Personnel at your Delivery Premises to collect any Products delivered to You
5. Ensuring you provide us with correct payment details
6. Immediately notifying us of any defects in a Product supplied to You;
You acknowledge that the Purchase Services offered by us integrate delivery (the 'Delivery Services') through the use of third party delivery companies (the 'Delivery Service Providers'). When purchasing our Products through the Website, you will be required to provide the address for the delivery of the Products (“the Delivery Address”)
In providing the Purchase Services, we may provide you with a variety of delivery and insurance options offered as part of the Delivery Services by the Delivery Service Providers. You acknowledge and agree that we are not the provider of these delivery and insurance options and merely facilitates your interaction with the Delivery Service Providers in respect to providing the Delivery Services.
In the event that an item is lost or damaged in the course of the Delivery Services, we ask that you:
(a) contact the Delivery Service Provider directly to request a refund or to claim on any insurance options available; and
(b) contact us by sending an email to firstname.lastname@example.org outlining in what way the Products were damaged in transit so we are able to determine if the Delivery Service Provider should be removed from the Purchase Services.
You acknowledge that:
(a) we will not be liable for any delay or damage arising in the course of the Delivery Services;
(b) the risk in the Products will pass to you, and you will be deemed to have accepted the Products, immediately when the Products are delivered to the Delivery Address regardless of whether there is anyone at the Delivery Address at the time of delivery.
(c) If you agree to collect the Products, the risk in the Products will pass to you, and you will be deemed to have accepted the Products, immediately when the Products are placed on any vehicle or means of conveyance.
(a) You will not receive title to Products until You makes full payment of the Price and any other amounts payable to us.
(b) Until title in the Products passes to you in accordance with these T&Cs, you will:
1. be only a bailee of the Products;
2. ensure the Products are kept separate and identifiable from other Products;
3. not grant any charge over, or interest in, the Products to any third party;
4. return any Products to us immediately on request;
5. authorise us or any agent of us to enter any land and premises owned, occupied or controlled by you where the Products are located and take possession of the Products; and
6. hold the proceeds from any sale or disposal of the Products on trust for us,
and we may repossess, retain, deal with and/or sell the Products as we determine in our absolute discretion.
(c) We may, for the purposes of exercising our rights under clause 9, enter any premises owned, occupied or controlled by you and remove the Products including but not limited to by detaching or unfixing the Products from any Products or land to which the Products are attached or fixed.
(b) If we grant credit terms to you, then to secure the punctual payment of all amounts owed by You to us, you grant to us:
1. a security interest (as defined under the PPSA) over all present and after-acquired property of you in relation to which you can be a grantor of a security interest under the PPSA, whether or not you have title to the property, including but not limited to all PPSA retention of title property (as defined under section 51F of the Corporations Act); and
2. a fixed charge over all present and after-acquired property of you in relation to which you cannot be a grantor of a security interest under the PPSA.
(c) You agree and acknowledge we may (without limiting our other rights under these T&Cs, at law or otherwise) lodge caveats over your property and take any other action to secure and enforce our security under this clause.
(d) You must reimburse us for the full amount of any bank or other fees associated with any dishonored payments or cheques and any legal, debt recovery or other expenses incurred by us associated with any action by us to recover money from you.
1. agrees with us that neither you, nor we, will disclose information of the kind specified in section 275(1) of the PPSA (except in the circumstances required by sections 275(7)(b) to (e) of the PPSA);
2. agrees that, to the extent permitted under section 115(1) of the PPSA, the following provisions of the PPSA do not apply: sections 95, 118, 121(4), 125, 130, 132(3)(d), 135, 138B(4), 142 and 143;
3. agrees that, to the extent permitted under section 115(7) of the PPSA, the following provisions of the PPSA do not apply: sections 127, 129(2), 129(3), 132, 134(2), 135, 136(5) and 137;
4. acknowledges that we may, at your cost, register one or more financing statements in relation to any security;
5. waives, if permitted under the PPSA, Your right under section 157 of the PPSA to receive notice of any verification statement relating to the registration of any financing statement or any related financing change statement; and
6. will not, without prior written notice to us, change your name or initiate any change to any documentation registered under the PPSA.
(a) We do not warrant that the Products are fit for any purpose whether or not made known to us or any member of our Personnel.
(b) Our Products come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement of the Products or refund for a major failure of the Product. You are also entitled to have the Products repaired or replaced if the Products fail to be of acceptable quality and the failure does not amount to a major failure (the 'Warranty'). The Warranty does not cover any costs associated with uninstalling or removing the Product.
(c) You may make a claim under this clause (the 'Warranty Claim') for material defects and workmanship in the Products within the time period from your purchase date as set out in Schedule 1 (the 'Warranty Period').
(d) In order to make a Warranty Claim during the Warranty Period, you must provide proof of purchase to us showing the date of purchase of the Products, provide a description of the Products and the price paid for the Products by sending written notice to Nano4Life Australia at Unit 31 / 2 Lyn Parade, PRESTON, NSW 2171, Australia or by email at email@example.com.
(e) Where the Warranty Claim is accepted then we will, at our sole discretion, either repair or replace any defective Products or part thereof with a new or remanufactured equivalent during the Warranty Period at no charge to you for parts or labour. You acknowledge and agree that you will be solely liable for any postage or shipping costs incurred in facilitating the Warranty Claim.
(f) The Warranty shall be the sole and exclusive warranty granted by us and shall be the sole and exclusive remedy available to you in addition to other rights and under a law in relation to the Products to which this warranty relates.
(g) All implied warranties including the warranties of merchantability and fitness for use are limited to the Warranty Period.
(h) The Warranty does not apply to any appearance of the supplied Products nor to the additional excluded items set forth below nor to any supplied Products where the exterior of which has been damaged or defaced, which has been in our sole opinion subjected to misuse, abnormal service or handling, or which has been altered or modified in design or construction.
(i) You must strictly comply with the maintenance program for each product in order for the Warranty to be valid. The maintenance program is included in each program sold.
We are entitled to set off any amount we must pay you under these T&Cs against any amount you must pay us under these T&Cs.
The Website, the Purchase Services and all of the related products of Nano4Life Australia are subject to copyright and other Intellectual Property rights. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the site content and compilation of the website (including text, graphics, logos, button icons, video images, audio clips and software) (the 'Content') are owned or controlled for these purposes, and are reserved by us or our contributors.
We retain all rights, title and interest in and to the Website and all related content. Nothing you do on or in relation to the Website will transfer to you:
(a) the business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright of Nano4Life Australia; or
(b) the right to use or exploit a business name, trading name, domain name, trade mark or industrial design; or
(c) a system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a system or process).
You may not, without the prior written permission of us and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Content or third party contact for any purpose. This prohibition does not extend to materials on the Website which are freely available for re-use or are in the public domain.
You acknowledge that we do not make any terms, guarantees, warranties, representations or conditions whatsoever regarding the Products other than provided for pursuant to these Terms.
We will make every effort to ensure a Product is accurately depicted on the Website, however, you acknowledge that sizes, colours and packaging may differ from what is displayed on the Website.
Nothing in these T&Cs limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
Subject to this clause, and to the extent permitted by law:
(a) all terms, guarantees, warranties, representations or conditions which are not expressly stated in these Terms are excluded; and
(b) we will not be liable for any special, indirect or consequential loss or damage,, loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Purchase Services or these T&Cs (including as a result of not being able to use the Purchase Services or the late supply of the Purchase Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
Use of the Website, the Purchase Services, and any of our products, is at your own risk. Everything on Website, the Purchase Services, and the Products, are provided to you on an "as is" and "as available" basis, without warranty or condition of any kind. None of our Personnel (including any third party where the Delivery Services are made available to you) make any express or implied representation or warranty about its Content or any products or Purchase Services (including our products or Purchase Services) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
(a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
(b) the accuracy, suitability or currency of any information on the Website, the Purchase Service, or any of its Content related products (including third party material and advertisements on the Website);
(c) costs incurred as a result of you using the Website, the Purchase Services or any of the Products including but not limited to any delays caused by uninterrupted Website services or the unavailability of a Product;
(d) the Content or operation in respect to links which are provided for the User's convenience;
(e) any failure to complete a transaction, or any loss arising from e-commerce transacted on the Website; or
(f) any defamatory, threatening, offensive or unlawful conduct of third parties or publication of any materials relating to or constituting such conduct.
Our total liability arising out of or in connection with the Purchase Services or these T&Cs, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the most recent Purchase Price paid by you under these T&Cs or where you have not paid the Purchase Price, then our total liability is the resupply of information or Purchase Services to you.
We will not be liable to you for any Liability or Claim of any kind arising directly or indirectly (whether under statute, contract, tort, negligence or otherwise) in relation to any indirect or consequential loss (including but not limited to any loss of actual or anticipated profits, revenue, savings, production, business, opportunity, access to markets, goodwill, reputation, publicity, or use) or any remote, abnormal or unforeseeable loss or any similar loss whether or not in the reasonable contemplation of the parties.
You expressly understand and agree that we, our affiliates, employees, agents, contributors, third party content providers and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
We are not responsible or liable in any manner for any site content (including the Content and Third Party Content) posted on the Website or in connection with the Purchase Services, whether posted or caused by users of the Website, by third parties or by any of the Purchase Services offered by us.
You acknowledge that we do not provide the Delivery Services to you and you agree that we will not be liable to you for any special, indirect or consequential loss or damage, loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Delivery Services.
The Contract will continue to apply until terminated by either you or by us as set out below.
If you want to terminate the Contract, you may do so by:
(a) notifying us at any time; and
(b) closing your accounts for all of the Purchase Services which you use, where we have made this option available to you
save that you will not be able to terminate your account with us until you have paid for all outstanding amounts owing to us. Your notice should be sent, in writing, to you via the 'Contact Us' link on our homepage.
Nano4Life Australia may at any time, terminate the Contract with you if:
(a) you have breached any provision of the Contract or intend to breach any provision;
(b) Nano4Life Australia is required to do so by law;
(c) the partner with whom Nano4Life Australia offered the Purchase Services to you has terminated its relationship with Nano4Life Australia or ceased to offer the Purchase Services to you;
(d) Nano4Life Australia is transitioning to no longer providing the Purchase Services to Users in the country in which you are resident or from which you use the service; or
(e) the provision of the Purchase Services to you by Nano4Life Australia is, in the opinion of Nano4Life Australia, no longer commercially viable.
Subject to local applicable laws, Nano4Life Australia reserves the right to discontinue or cancel your membership to the Website at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Purchase Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Nano4Life Australia's name or reputation or violates the rights of those of another party.
When the Terms come to an end, all of the legal rights, obligations and liabilities that you and Nano4Life Australia have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this clause shall continue to apply to such rights, obligations and liabilities indefinitely.
You agree to indemnify us and each member of our Personnel from and against any Liability or Claim arising directly or indirectly in relation to:
(a) the accuracy of all information provided by you to us in relation to the Use of Product, the Delivery Address or any other matters;
(b) your breach of these T&Cs or any Contract;
(c) the negligence or willful misconduct of you or any member of your Personnel;
(d) us or any member of our Personnel delivering the Products in accordance with your instructions;
(e) us or any member of our Personnel entering the Delivery Address;
(f) damage to your property or any third party during any delivery of Products;
(g) any spillage, breakage or contamination of Products during any transport or delivery;
(h) the Products not being fit for any particular purpose;
(i) any tests in relation to the Products;
(j) your or any member of your Personnel directly or indirectly causing any delay in the supply of any Products;
(k) us having to resupply the Products, or undertake any rework, as a result of the actions or omissions of your or any third party;
(l) you or any member of your Personnel refusing to accept any delivery;
(m) your or any member of your Personnel purporting to cancel any Order or Contract; and
(n) any proceedings, claims and demands in relation to any secured property.
(o) any misuse of the Purchase Services by you or any of your customers or any third party related to you;
(p) any willful, unlawful or negligent act or omission of you,
(q) any third party claims of defamation, for breach of intellectual property rights or breach of your obligations under the Privacy Act, arising from your use of the Purchase Services or the Product we provide you,
(r) any delay occasioned by you in providing information to setup your new or existing account;
(s) any changes you or other party make to your account, even where you have consulted with us first and/or we have physically made those changes for and on your behalf;
(t) providing us with incorrect credentials (username and password) in order to access your account for the purpose of providing you with the Purchase Services;
(u) providing us with incorrect billing details or failing to ensure there is sufficient credit on your credit card for the payment of your account;
(v) you supplying us with your credit card details;
(w) us making your data available to anybody authorised to use your current password(s);
(x) you making your data available to anybody unauthorised to use your current password(s) either deliberately or through negligence;
(y) any changes you or a third party authorised by you make to your Nano4Life account;
(z) any of your warranties under this Agreement being, or becoming false, misleading or deceptive;
You further agree to indemnify us, our affiliates, employees, agents, contributors, third party content providers and licensors from and against:
(a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with any Content you post through the Website;
(b) any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so and any breach by you or your agents of these Terms.
If a dispute arises out of or relates to the T&Cs, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sort).
A party to the Terms claiming a dispute ('Dispute') has arisen under the T&Cs, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
On receipt of that notice ('Notice') by that other party, the parties to the T&Cs ('Parties') must:
(a) Within 14 days of the Notice endeavor in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
(b) If for any reason whatsoever, 14 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the NSW Office of Fair Trading or his or her nominee;
(c) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation; commencing. The Parties must each pay their own costs associated with the mediation;
(d) The mediation will be held in New South Wales, Australia.
All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.
If 4 weeks have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
The Purchase Services offered by us are intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.
The T&Cs are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the T&Cs and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The T&Cs shall be binding to the benefit of the parties hereto and their successors and assigns.
Both parties confirm and declare that the provisions of the T&Cs are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the T&Cs are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.
If any part of these T&Cs is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the T&Cs shall remain in force.