TERMS AND CONDITIONS OF SALE

All Orders given to Padded Sell Pty Ltd (hereafter Padded Sell) t/as CruiseBagTags and CruiseTags or any other Trading Name, ABN 13 639 485 153 are subject to the following Terms and Conditions.

1. Definitions and Interpretations

1.1 In these Terms and Conditions:

“Delivery Address” means the delivery address of the Customer stated in an Order;

“Contract” means the contract resulting from the acceptance by Padded Sell of an Order in accordance with clause 2.3;

“Credit Application Form” means Padded Sell credit application form by which a Customer can apply for credit account with Padded Sell in respect of the sale of Goods;

“Customer” means any person who enters into a Contract with Padded Sell for the sale and purchase of Goods;

“Delivery Time” means the time of delivery of the Goods either to the Delivery Address of the Customer or to the carrier of the Customer;

“GST” means any amount paid or payable under any GST law as that expression is defined in section 195-1 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth);

“Loss” means any damage, loss, liability, expense or cost whether direct or indirect, consequential or incidental;

“Order” means an order placed with Padded Sell for the sale and delivery of Goods;

“Order Confirmation” means a written confirmation of the Order by Padded Sell which may be in the form of an invoice provided to the Customer by facsimile transmission or email or delivered to the Customer upon delivery of the Goods;

“Price” means the price for the Goods specified in the Order Confirmation;

“Goods” means the goods supplied or to be supplied by Padded Sell to the Customer from time to time pursuant to the Contract;

“Terms and Conditions” means these terms and conditions as amended from time to time by Padded Sell

1.2 In these Terms and Conditions (including defined terms), unless the context otherwise requires:

(a) the singular includes the plural and vice versa and each gender includes each other gender;

(b) headings are included for convenience only and do not affect the interpretation of these Terms and Conditions.

2. Formation of Contract of Sale of Goods

2.1 These Terms and Conditions supersede all previous terms and conditions imposed by Padded Sell and may only be varied in writing by Padded Sell

2.2 Each Order will constitute an offer by the Customer to acquire Goods from Padded Sell upon and subject to the Terms and Conditions and to the exclusion of all other terms and conditions and notwithstanding any qualifications of the Terms and Conditions (including any terms and conditions contained in any purchase Order or other document of the Customer) unless expressly agreed by Padded Sell in writing. Any price lists or quotations given by Padded Sell to a Customer are an invitation to the Customer to place an Order only.

2.3 A contract will only be made between Padded Sell and the Customer for the sale and purchase of Goods if and upon the acceptance of the Order by Padded Sell by the provision to the Customer of an Order Confirmation.

2.4 An Order may only be made by the Customer to Padded Sell;

(a) in writing, by facsimile transmission or by electronic data interchange;

(b) by telephone, if within 3 business days of the placement of the Order, it is confirmed by a means outlined in (a).

2.5 The Contract resulting from the provision of the Order Confirmation cannot be cancelled by the Customer without Padded Sell’s written consent and Padded Sell may at its discretion impose a reasonable cancellation charge.

3. Payment Terms

3.1 Standard terms are Payment with Order. The Customer agrees to pay to Padded Sell the Price in full upon receipt of an Invoice according to the terms stipulated therein, either before or after the delivery of the Goods, unless the Customer has completed and returned a Credit Application Form and Padded Sell has agreed to extend credit to the Customer, in which case the Customer agrees to pay the Price in full on or before the expiry of 30 days from the date of delivery of the Goods or as otherwise agreed with Padded Sell.

3.2 If the Price is not paid in full as and when due in accordance with clause 3.1, then Padded Sell shall have the right to charge interest at a rate of 1.25% per month from the due date to the date that the account is paid in full and should the account be referred to a collection agency the Applicant shall pay a 15% collection fee plus legal costs on a solicitor/own client basis.

3.3 If Padded Sell agrees to extend credit to the Customer, the Customer agrees to the terms stated in the Credit Application Form as terms and conditions of the Contract.

3.4 The Price is GST exclusive unless stated otherwise. The Customer must pay to Padded Sell any GST which Padded Sell is liable to pay in respect of supplies made by Padded Sell under these Terms and Conditions, at the same time and in the same manner as first payment is made for the supply to which the payment relates.

3.5 Prices, fees and charges are subject to change without notice.

Title and Risk

3.6 The Customer acknowledges and agrees that no title to the Goods shall pass to the Customer until the Price has been paid to Padded Sell in full.

3.7 Risk of Loss or damage to the Goods will pass to the Customer at Delivery Time.

4. Delivery

4.1 The Delivery Time shall be a time or during a period agreed by Padded Sell and the Customer.

4.2 Padded Sell reserves the right to withdraw an Order Confirmation at any time before the Delivery Time and will not be liable for any Loss whatsoever arising from its failure to deliver any or all of the Goods.

4.3 Any term of the Contract relating to the quantity of Goods is not the essence of the Contract. Padded Sell reserves the right to make partial deliveries against an Order and to invoice each partial delivery separately and the Customer cannot reject Goods on the basis of partial delivery.

4.4 Where Goods remain in the possession of Padded Sell after the Delivery Time (including where the Customer fails for whatever reason to take delivery of the Goods), Padded Sell is entitled to charge the Customer for all Loss occasioned by the Customer not accepting delivery together with any costs and Loss in respect of the carriage, care and custody of the Goods.

4.5 Unless otherwise agreed by Padded Sell, all Goods will be delivered to the Delivery Address.

4.6 The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period for delivery to accept delivery of the Goods and to acknowledge receipt upon the consignment note or invoice accompanying the Goods.

5. Inspection, Acceptance of Goods and Customers obligations

5.1 The Customer must inspect the Goods within 2 business days of the Delivery Time and if no inspection is so made, is deemed to have accepted the Goods.

5.2 The Customer has no claim for shortages, defects or any Loss in respect of Goods apparent on inspection unless:

(a) a complaint is made to Padded Sell within 3 business days of the Delivery Time specifying the shortage or defect; and

(b) Padded Sell is, after receipt of the complaint, permitted to inspect the Goods and investigate the complaint.

5.3 If a complaint is not made to Padded Sell in accordance with clause 5.2, the Goods delivered will be deemed to be in accordance with the Contract, and Padded Sell will not be held liable for any future Losses regarding the use or application of the Goods, and the Customer is bound to pay for them accordingly.

5.4 Padded Sell will only accept the return of Goods from the Customer where:

(a) the Customer has complied with clause 5.2 and Padded Sell is satisfied as to the claim by the Customer; and

(b) the Goods are returned to Padded Sell in the same condition as when first delivered to the Customer.

5.5 If the Customer does not return Goods using Padded Sell’s carrier, the Customer must bear the freight costs.

5.6 Where incorrect Goods are Ordered, an incorrect item number for Goods is used, an incorrect unit of issue or pack size is Ordered, an Order exceeds the Customer’s requirements, an incorrect account number is used, or an Order is duplicated, the Customer may after receiving written authority from Padded Sell, return the Goods to Padded Sell subject to the Goods being returned in the same condition as when first delivered to the Customer and subject to the Customer bearing the freight costs of the delivery and return of the Goods.

5.7 Where Goods are returned to Padded Sell in accordance with the above provisions Padded Sell must issue a credit note in respect of any amounts paid by the Customer in respect of those Goods.

6. Liability

6.1 Legislation such as the Trade Practices Act 1974 (Cth) may imply into these Terms and Conditions warranties or conditions or impose obligations which cannot be excluded, restricted or modified and these Terms and Conditions are read subject to such statutory provisions.

6.2 All other conditions, warranties, representations, liabilities, and obligations, whether implied or imposed by statute, including any conditions or warranties as to merchantability, fitness for purpose or correspondence with description are excluded to the extent permitted by law.

6.3 In the event that Padded Sell breaches its obligations referred to in clause 6.1, to the extent allowed by law, its liability is limited to any one or more of the following, at its election:-

(a) the replacement of the Goods or the supply of equivalent goods;

(b) the repair of the Goods;

(d) the payment of the cost of having the goods repaired.

6.4 The total liability of Padded Sell under these Terms and Conditions is, to the extent permitted by law, expressed in this clause 6 and Padded Sell will under no circumstances be liable to the Customer for any Loss incurred by the Customer or any other party resulting directly or indirectly out of the supply by Padded Sell to the Customer or out of any breach of Padded Sell under these Terms and Conditions or out of the negligence of Padded Sell.

6.5 Nothing in these Terms and Conditions shall exclude or modify any conditional warranty implied by law where to do so would render these Terms and Conditions void.

7. General

7.1 These Terms and Conditions take effect, are governed by and will be construed in accordance with the laws of the State of New South Wales, Australia.

7.2 These Terms and Conditions are subject to change without notice.

7.3 The parties agree that any action arising out of, or relating to these terms may only be brought by a court of competent jurisdiction in the State of New South Wales, Australia.

7.4 If any of these terms and conditions are found by a court of competent jurisdiction to be invalid or unenforceable, it will be struck out and the remaining terms and conditions will remain in force.

7.5 If we do not act in relation to a breach by you of these terms and conditions, this does not waive Padded Sell’s right to act with respect to subsequent or similar breaches.

7.6 You may not assign or transfer any rights or benefits you may receive under these terms and conditions to any other person or entity without the prior written consent of Padded Sell.