Terms and Conditions of Purchase

Purchase Order Terms and Conditions

1.       General

a.      Notwithstanding any other document to the contrary, these terms and conditions apply to each Purchase Order and cannot be varied or replaced by any other terms except with the written agreement of both parties.

b.      Each Purchase Order will create a new and separate agreement between the parties which contains these terms and conditions. Any termination of a Purchase Order only terminates that Purchase Order (and not any other Purchase Orders that may be current at the time of termination).

c.      If any provision of these terms and conditions is or becomes invalid or unenforceable or contravenes any application law or regulation, it shall be read to be severed and the remaining provisions will not be affected.

2.       Provision of Goods and/or Services

a.      Retub will use its best efforts to supply the Goods and/or Services specified on the Purchase Order to the Purchaser:

         i.    in accordance with the timeframes specified on the Purchase Order (if specified); and

         ii.    in a courteous, workmanlike and professional manner,

and will ensure that the Goods are of acceptable quality and fit for their purpose.

3.       Pricing and payments

a.      The price specified on the Purchase Order is in AUD, exclusive of GST and any other taxes or duties imposed on or in relation to the Goods and/or Services and excludes delivery and packaging costs unless expressly stated otherwise in the Purchase Order.

b.      The Purchaser must pay within 7 days of the date of invoice unless the Goods are cobranded. Where Goods are cobranded, Customer must pay 50% of the invoice issued by Retub within 7 days of date of invoice. The balance becomes due and payable upon delivery of Goods to the Purchaser in accordance with clause 5(a).

c.      Retub will send its invoice to an email address specified by the Purchaser and where applicable will state the Purchase Order number and the price for the Goods and/or Services (and a breakdown of the GST exclusive and inclusive amounts and the GST component) and will include Retub’s bank details.

4.       Delivery

a.      Retub will use appropriate packaging and delivery methods to ensure to the best of its ability that the Goods are delivered in good condition and without damage.

5.       Title and Risk

a.      Title and risk of the Goods remains with Retub until:

         i.    the Purchaser takes delivery (or Retub receives notice that delivery has occurred), at which time risk transfers to the Purchaser; and

         ii.    Retub receives into its nominated bank account the full amount of its invoice, at which time title transfers to the Purchaser.

b.      The Purchaser may inspect the Goods immediately before taking delivery. If a material issue with the Goods are discovered within a day after taking delivery, the Purchaser must promptly contact Retub to in good faith agree a resolution.  

c.      If the Purchaser receives Inners, the Purchaser acknowledges and agrees to not accept or distribute chipped, broken or otherwise damaged Inners (“Damaged Inners”), will thoughtfully discard any Damaged Inners in its possession and will ensure its staff, employees, agents and officers comply with this clause 5(c).

6.       Intellectual Property Rights and cobranding

a.      Subject to clause 6(b), Retub owns or licences all Intellectual Property Rights necessary to supply the Goods and/or Services to the Purchaser and parties acknowledge and agree that these terms and conditions do not in any way assign Retub’s Intellectual Property Rights to the Goods and/or Services.

b.      Licence to cobrand: The Purchaser provides Retub with a non-exclusive sub-licensable licence to use, reproduce, modify and exploit all Intellectual Property Rights in Purchaser’s logo or other design required for the purpose of fulfilling the Purchase Order.

c.      For the purposes of clause 6(b):

         i.    the Purchaser warrants that it has the right to provide Retub with the licence referred to therein;

         ii.    any modification of the Purchaser’s Intellectual Property Rights shall be agreed by the parties (for example, if a logo usually has more than 4 colours, the parties may agree to modify the logo with only one colour);

        iii.    Retub will only directly exploit (retail) co-branded / bespoke products when agreed by the parties (otherwise such products shall be sold exclusively to the Purchaser); and

        iv.    Retub uses third parties to co-brand its products and any sub-licence of any Intellectual Property Rights is limited to the extent required for Retub to fulfil its requirements under the Purchase Order.

7.       Termination

a.      Either party (Terminator) may cancel a Purchase Order immediately by written notice to the other party if:

         i.    the other party is Retub and has materially failed to supply the Goods and/or Services in accordance with the Purchase Order;

         ii.    the other party is the Purchaser and has failed to make payment of the Goods and Services in the manner agreed in writing by the parties;

        iii.    subject to clause 7(a)(ii), the other party commits a material breach of any of these terms and conditions and has failed to remedy the breach within 30 days of receipt of a written notice from the Terminator specifying the breach;

        iv.    the other party becomes insolvent pursuant to section 459C of the Corporations Act 2001 (Cth) or bankrupt.

b.      To the extent permitted by law, Purchaser shall not make a claim against Retub in respect of any special, indirect or consequential losses including loss of profits that arise as a result of the cancellation of a Purchase Order under this clause 7.

c.      Consumer law: These terms and conditions are subject to Australian consumer laws. Retub excludes all express and implied warranties to the extent permitted by law. Where liability cannot be excluded under Australian consumer laws, Retub:

        i.         agrees to limit its liability to:

A.      the repair or replacement of the Goods; or

B.       the resupply of Services; or

C.      the refund of amounts paid for the Goods and/or Services,

at Retub’s election acting reasonably; and

       ii.         excludes all liability to the extent that the liability is caused or contributed to by the Purchaser.

8.       Privacy

a.      Retub will handle Personal Information in accordance with the relevant privacy laws in Australia.

9.       Governing law

a.      These terms and conditions and the rights and obligations of the Purchaser and Retub must be construed in accordance with, and governed by, the laws of the State of Victoria, Australia. The parties agree to submit to the jurisdiction of the courts in the State of Victoria.

10.     Dispute Resolution

a.      The parties agree to cooperate and act in good faith to resolve any disputes arising from the Purchase Order or these terms and conditions.

11.     Notices

a.      All written notices made under these terms and conditions may be served personally, via email, or sent by express post to the address of the Contact Person noted on the Purchase Order, at the Delivery Address noted on the Purchase Order.

12.     Definitions

In these terms and conditions, the following terms have the following meanings unless the context otherwise requires:

a.      Delivery Date means the approximate date by which the Goods and/or Services are to be supplied to the Purchaser, as may be set out in the Purchase Order.

b.      Goods means the products, goods, materials and other like items being purchased by the Purchaser from Retub as set out in the Purchase Order.

c.      GST means a goods and services tax imposed on the supply of goods and services pursuant to the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

d.      Inners means the inner containers used as part of the Goods and which may be used for the Reswap program.

e.      Intellectual Property Rights means all intellectual property rights (whether registered or not registered), including, without limitation, patents, copyright, rights in circuit layouts, plant breeder’s rights, designs, trademarks and the right to have confidential information kept confidential.

f.       Personal Informationmeans personal information as defined in the relevant Australian privacy laws and Australian Privacy Principles.

g.      Purchaser means the purchaser specified in the Purchase Order.

h.       Purchase Order means the purchase order issued by the Purchaser to Retub under these terms and conditions.

i.        Reswap means the container exchange program which is built into the design of the standard retub reusable takeaway food container.

j.        Retub means Advance Networks Pty Ltd trading as retub.

k.       Services means all services to be provided by Retub as ancillary to the provision of Goods or as specified in the Purchase Order (if specified).