ISLAND SPIRIT AUSTRALIA PTY LTD TERMS AND CONDITIONS
1. The Parties Island Spirit Australia Pty Ltd ("We, us, our") is an importer and distributor of Pure Samoan Noni Juice ("the Goods"). We have agreed to sell and the customer named in the Order ("you") has agreed to buy Goods by placing a purchase order ("Order") with us whether online or in writing.
2. Acceptance of Terms and Conditions By placing an Order, with or without payment for the Goods, you agree that you have entered into a formal contract with us and accept these terms and conditions, which are binding on both parties. Every Order subsequently placed by you will also be subject to these terms and conditions.
3. Price You will pay the price for the Goods as detailed on the Order and in our current price list, which price list may be amended by us without notice from time to time (�Price').
4. Orders 4.1 Your Order must be in writing or made on-line at our website and each Order must specify: a) the date; b) your name and address; and c) the quantity and description of the Goods ordered. 4.2 We may decline any Order by giving you written notice within 3 days of receipt of the Order for any reason including but not limited to: a) our inability to fill the order due to unavailability from the manufacturer; b) if you have been granted credit terms, we determine that credit will no longer be extended to you.
4.3 Orders made in writing or on line at our website may not be cancelled and must be fully paid for. We may in our absolute discretion allow cancellation due to extenuating circumstances, but you must notify us of the proposed cancellation no later than 12pm on the day of your Order if your Order is made in the morning or 12pm the next day if your Order is lodged after 12pm.
5. Delivery 5.1 We will deliver the Goods to the address specified on the Order within 3 business days, except to Perth, Darwin and Regional Areas, when delivery will be made within 5 business days.
5.2 We will ensure each Order is safely and securely packed for transportation to you.
5.3 We will not be liable for any delay in or failure to deliver the Goods caused by circumstances beyond our reasonable control.
6. Payment Terms You must pay the Price in relation to each Order to us upon placement of the Order, unless otherwise agreed.
7. Returns We will not accept returns except where the Goods delivered are not the Goods ordered or the Goods are damaged prior to acceptance of delivery. You must notify us of returns in writing within 5 business days of delivery together with proof of damage otherwise you forfeit your right to return the Goods.
8. Labels If you are a retailer reselling the Goods, you may not under any circumstances alter, remove or damage any labels which are attached to the Goods or remove or interfere with any part of the packaging.
9. Intellectual Property 9.1 All trademarks, copyright and other intellectual property rights in relation to Island Spirit Australia and Pure Samoan Noni Juice remain our property.
9.2 If you are a retailer reselling the Goods, we grant you a licence to use the Intellectual Property Rights in connection with the promotion and sale of the Goods. This licence will not entitle you to manufacture, or arrange for the manufacture, of any product that utilises any of the Intellectual Property Rights.
10. No advertising without permission
10.1 If you are a retailer, you may only advertise and promote the Goods using materials and information approved or provided by us.
10.2 If you are a retailer, you indemnify us on a continuing basis from and against any liability, loss, expense or demand for or arising from any false, misleading, deceptive or misdescriptive representation or statement that you make in relation to the Goods to any person.
11. Passing of Title & Risk 11.1 Title to the Goods passes to you once we receive payment in full from you or if you are a retailer who has been granted credit terms as soon as you resell the Goods in the ordinary course of your business.
11.2 Risk in each order passes to you upon acceptance of delivery of that order by you.
12. GST The Goods are a GST Free product under the New Tax System (Goods and Services Tax) Act 1999 (Cth).
13. Warranties and Limitation of Liability 13.1 We warrant that the Goods consist of 100% pure organic noni juice from Samoa. The Goods have been pasteurized to Australian standards and have a 12 month shelf life. Apart from this warranty, as far as the law allows, we make no other warranties in relation to the quality or suitability of the Goods for any particular use. Any information or advice provided by us is given in Good faith, and we will not be liable for any direct or consequential loss or damage arising from your use or the ultimate consumer's use of the Goods.
13.2 If we are in breach of the above warranty, our liability will be limited to re-supplying the Goods or refunding you the price of your Order. We will not be liable for any other damages except for any liability that we cannot exclude by law.
14. Waiver From time to time we or you may not insist on strict compliance with these terms and conditions. However this does not mean that we or you cannot insist on performance on another occasion of any part of the terms and conditions or the same part that we may have let go in the past.
15. If part of the Terms and Conditions is invalid If any part of these terms and conditions is or becomes invalid, that part will be severed. This will not affect the validity of the remaining terms and conditions.
16. Dispute resolution in case we encounter a problem You agree with us that if there is a problem with any aspect of your order, we will try to resolve it between ourselves. If the problem cannot be resolved by negotiation, the matter will be referred to mediation before a mediator approved by the Law Institute of Victoria and both parties will participate in the mediation process in Good faith. Failing mediation, the matter will then be submitted to arbitration in accordance with the Commercial Arbitration Act 1984 (Vic). During the arbitration, we may both be represented by a lawyer. We each agree to bear our own legal costs. You agree with us that litigation in our relationship will only be used as a last resort.
17. Governing law The laws of Victoria apply to these Terms and Conditions and any disputes will be heard in the courts and tribunals of that State.
18. Variation Any variation to these terms and conditions must be agreed to by both parties and be in writing.
Terms and Conditions of Club Spirit Membership
1. I understand that all new memberships have a cooling off period of thirty (30) days only, from the date of signing the membership agreement. Requests for termination of membership and refund of any monies paid during this thirty days must be presented to the Island Spirit ® Australia in writing. Any refunds granted within this time will be a total of monies paid less any services and administration costs. Following this period there will be no refunds granted on monies paid and any membership balance must be honoured. There is no cooling off period on membership renewals.
2. I understand that direct debit memberships are an ongoing, minimum term contract, and membership and payments will continue beyond minimum term until a written application to cancel the membership has been received by Island Spirit ® Australia. I understand that thirty (30) days notice is required to process a cancellation and any debit fees due during this 30 day period will be collected. I understand that any minimum term balance must be paid in full before a cancellation will be processed. I understand that it is my responsibility to confirm cancellation request has been received by Island Spirit ® Australia. I understand management may vary any details of the direct debit agreement at any time by giving me 30 days notice in writing.
3. I understand that Island Spirit Australia may refuse delivery of goods and services should payment of membership fees fall into arrears, until such time as arrears have been received. I understand that additional charges may apply for late fees. I understand that prolonged non payment of fees will result in cancellation of membership and possible legal action to recover any outstanding balance.
4. I understand that all trademarks, copyright and other intellectual property rights in relation to Island Spirit ® Australia and their products remain the property of Island Spirit ® Australia.
5. I understand that the Title to the Goods passes to me upon receipt and that all goods and services received from Island Spirit ® Australia are for personal use only.
6. I understand that If any part of these terms and conditions is or becomes invalid, that part will be severed. This will not affect the validity of the remaining terms and conditions.
7. I understand that Island Spirit ® Australia has the right to change the terms and conditions and or pricing of this contract and will provide me at least thirty (30) days notice upon which I will be given the option to cancel my membership if I so choose.