Korango and De La Fontaine Australia are trading names of De La Fontaine Australia Pty Ltd
ACN: 167 464 691 ABN: 46 167 464 691
The use of this site is governed by the policies and terms and conditions as set out below. Your use of this site and/or placement of an order indicates your acceptance of these policies and terms and conditions. These terms and conditions shall supersede any prior terms or conditions included with any purchase order, whether or not such terms or conditions are signed by Korango.
Korango reserves the right to amend and/or update these terms and conditions at any time without notice.
By ordering or registering with korango.com you grant us the right to add your contact details to our mailing list. From time to time we may contact you about special offers and new products. You can remove yourself from our mailing list by either unsubscribing via a newsletter link or by contacting our Customer Service at firstname.lastname@example.org.
Your receipt of an electronic or any other type of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. Korango reserves the right at any time, without prior notice to you, to supply less than the quantity you ordered of any item. All orders placed must obtain pre-approval with an acceptable method of payment. Customers placing orders over a certain amount may be asked to provide additional information or verification before their order is accepted for processing. Korango does not accept orders, on its retail site, from wholesalers or any other customers who intend to resell the products offered by korango.com. Only approved wholesalers are permitted to on-sell product.
LIMITATION OF LIABILITY
Subject to any applicable law that cannot be excluded, Korango and its related entities will not be liable to you or any other person for any non-excludable direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for product liability, personal injury or negligence resulting from or in connection with products or services available or supplied to you, or on your behalf, through this website.
For all other claims or liability, as far as permitted by law, the maximum liability of Korango and its related entities for any loss, damage or claim whatsoever arising out of or in connection with this website, these terms and conditions, any products or services available or supplied to you, or on your behalf, through this website will be $100.00 in aggregate for all claims by a customer. Korango and its related entities will not in any case be liable for any lost profit (direct or indirect), deletion or corruption of electronically or digitally stored information or incidental, consequential or special damages arising out of or in connection with this website and the content and the products and services available or accessible on the website.
Korango is not liable for any losses or damages caused by this website or any other website linked to or from this website. Korango reserves the right to refuse any order without giving reason. Should we choose to cancel an order we will make reasonable attempts to contact you using the details you provided. All refunds will be issued using the same payment method as the original order.
COPYRIGHT AND TRADEMARK NOTICE
Images, text, site design, logos, graphics and any other content and software on this site, including their arrangement, selection and assembly, are the property of De La Fontaine Australia Pty Ltd Trading as Korango. You may only use this website for your personal and strictly non-commercial purposes. Except to the extent permitted by relevant legislation, you must not copy, use, modify or transmit, store, publish or distribute any material on this website or create any other material using material from this website, without obtaining our prior written consent.
Unauthorised use of the images, designs and other material appearing on this site may violate copyright, trademark and applicable laws and may result in criminal or civil proceedings and penalties.
Korango makes no warranties, representations or statements or guarantees (whether express or implied) regarding the website, the information contained on the website, your or your company’s personal information or material and information transmitted over our system.
Colours of products are as accurate as the website allows and may differ slightly to the actual product due to the nature of photography and/or monitor colour calibration.
In the event a product is listed at an incorrect price or with incorrect information due to a typographical error or oversight, Korango shall have the right to refuse or cancel any orders placed for products listed at an incorrect price. If your credit card or Paypal account has already been charged for the purchase and we then cancel the incorrectly priced item from your order, Korango shall, as soon as possible, issue a credit to your card or Paypal account, in the amount of the charge.
SHIPPING & DELIVERY
All domestic retail orders are shipped via Startrack or Express Post and upon ordering customers automatically give authority for their order to be left unattended at their delivery address. Korango will only replace orders sent using these methods provided the order is proved lost in transit by the delivery service company.
From time to time factors such as order size, weight and/or shipping address may require us to ship via another method. Korango reserves the right to change your shipping method in these cases without notice to you and will provide you tracking details for the new carrier once shipped.
All delivery times provided by Korango are estimates only. Korango will not be liable for late deliveries and/or any loss or damage relating to late deliveries.
In the event that an item you have ordered is out of stock, Korango will make all reasonable attempts to notify you using the details you provided. If Korango is unable to contact you we reserve the right to refund you for the out of stock item and proceed with your order. By agreeing to our terms and conditions you acknowledge all information set forth under our Australian and International shipping pages.
Please note that Korango is unable to grant specific delivery requests such as “Deliver between 10-12pm” or “leave parcel in back yard”. Korango is not responsible if your delivery instructions are not followed.
REFUNDS & RETURNS
Returns for refund or exchange will only be accepted if they are in new condition with tags attached, unless goods are being returned as faulty. We recommend sending returns via Registered Post as Korango is unable to accept responsibility for items lost in transit. Gift Vouchers and promo codes cannot be applied to exchanges. Returns must be made within the timeframe listed on our Returns page unless faulty. Size exchange requests are subject to availability of stock. Should your size request be unavailable a refund will be provided.
Any items, unless faulty, returned outside of our returns period, or items returned damaged, without tags and/or dirty (unless faulty), will be the responsibility of the customer to retrieve. Korango will not return these items to you.
Ordering from korango.com indicates acceptance of our full Refunds and Returns policy, which can be in our Delivery and Returns tab.
CHANGE OF ADDRESS
The shipping address for your order is shown in the checkout and on your order confirmation email. In the event that you entered an incorrect address, or did not update your address details, Korango cannot accept any responsibility and is not liable for any associated loss.
Address changes can only be accommodated before an order leaves our warehouse.
PRICING & CUSTOM CHARGES
Prices are subject to change at any time without notice. Korango does not offer reimbursement of the difference for any items purchased immediately prior to the launch of a sale, whether the sale has been advertised or not.
There may be duties and taxes added to your package by the destination country. These duties and taxes are not included in your order total but must be paid separately by you upon delivery. All credit cards are charged in Australian dollars. All non-Australian currency figures are approximations only.
FACEBOOK / TWITTER / INSTAGRAM/ PINTEREST / GOOGLE+
By entering any Korango Facebook, Twitter, Instagram, Pinterest and Google+ competition/giveaway, you accept and agree to be bound by these terms and conditions.
Competitions are only open to residents of Australia, aged 18 years or over.
The winning entry will be selected by Korango or a third party from those who have provided the required info. Winners will be notified telephonically and/or via email within the amount of time specified in the competition rules.
It is your responsibility to ensure that your contact details, when you enter a competition, are correct. If Korango is unable for any reason to make contact with a winning entrant 24 hours after the winner is chosen, Korango reserves the right not to award the prize relating to that winning entrant or at all.
The prizes are non-transferable for cash. If you are a winner, a copy of your Australian driver license or passport may be required as proof that you are in fact the winner whose name was chosen. Depending on the nature of the competition, your prize may be posted or emailed to you at an address that you have specified.
Should we not be able for some unforeseen reason to supply the prize that was advertised, Korango will replace it with a prize to the same value or greater.
Please allow at least 1 week for delivery of any prizes.
Any personal information that you provide to us, including, without limitation, your name, age, address (including post code), telephone number and/or e-mail address will be used solely in connection with the promotional competition and will not be disclosed to any third party except for the purposes of the competition, where applicable, unless you agree otherwise, or unless disclosure is required by law or court order.
The winner(s) agree to have their name(s) published on the Korango website ‘competition’ page to announce them as the winner, as well as on our social media feeds, unless a specific request is otherwise made by the winner(s).
The decision of Korango is final and binding, and no correspondence will be entered into regarding the outcome of the competition.
Employees, agents of or consultants to Korango, their immediate family members (parents, children, brothers and sisters), spouse(s), life partners, business partners and associates are excluded from this competition.
Facebook, Twitter, Instagram, Pinterest and Google+ in no way sponsors, endorses, administers or is associated with these competitions.
Failure to comply with any of these Terms and Conditions will result in immediate forfeiture of the prize.
These competition rules shall be governed by and interpreted in accordance with Australian law and any disputes arising out of them shall be subject to the exclusive jurisdiction of the courts of Australia.
KORANGO AUSTRALIA'S WHOLESALERS TERMS AND CONDITIONS
These T&Cs, and no terms and conditions of the Customer, will apply to any order for and any supply of Goods by the Supplier to the Customer.
- Order for Goods / Services
2.1 Any Order by the Customer to the Supplier and/or any acceptance of any Goods by the Customer will constitute agreement to these T&Cs by the Customer.
2.2 No Order by the Customer will be binding on the Supplier unless the Supplier accepts the Order.
2.3 If the Supplier accepts an Order, the parties will have created a binding Contract and the Supplier will supply the Goods to the Customer, and the Customer will pay the Price to the Supplier in accordance with the terms of the Contract (which will include these T&Cs).
2.4 The Customer is not entitled to cancel any Order or Contract and must pay to the Supplier any costs associated with the Customer purporting to cancel any Order or Contract.
2.5 The Customer must provide to the Supplier all information, instructions, and facts relevant to the Goods at the time the Customer requests any quotation from the Supplier and prior to providing any Order to the Supplier.
2.6 If at any time the Supplier considers that any information, instructions or facts provided by the Customer to the Supplier are not sufficient to enable the Supplier to supply the Goods to the Customer in accordance with the Contract, the Customer must, at the Customer’s cost, provide such further information, documents or assistance as the Supplier considers reasonably necessary.
2.7 The Supplier will be entitled to rely on the accuracy of any information, instructions, reports, plans, specifications, and facts provided by the Customer.
2.8 If there are any errors in any information, instructions or facts provided by the Customer to the Supplier, the Supplier will, in addition to the Supplier’s other rights under these T&Cs or at law, be entitled to vary the Price of the Goods.
2.9 The Customer must ensure the specifications and properties of Goods stated in any Order by the Customer will be fit for the intended purpose of the Goods.
2.10 The Customer will be responsible for the quantity of any Goods in any Order and the Supplier will not have any liability to the Customer if there is any excess or shortfall of the Goods for the intended purpose.
2.11 The Supplier may cancel any Contract at any time prior to delivery of the Goods with no liability other than to repay any amount of the Price paid in advance of the cancellation.
- Price and payment
3.1 Unless otherwise agreed by the Supplier in writing, and at the Supplier’s sole discretion, the Price will be either as indicated on any invoice provided by the Supplier to the Customer.
3.2 Time for payment for the Goods being of the essence, the Price will be payable by the Customer as follows:
(a) If the Customer has completed the Supplier’s credit application, approved by the Supplier, the Customer is to pay for the Goods within 30 days from the date of the Supplier’s invoice;
(b) If the Customer has completed the Supplier’s credit application and direct debit facility, authorising the Supplier to directly debit the Customer’s bank account for payment of the Goods, the Goods are to be paid within 90 days from the date of the Supplier’s invoice by having payment deducted from the direct debit facility weekly or otherwise agreed by the Supplier;
(c) in all other circumstances, the Customer is to make payment of the Goods prior to the Supplier dispatching the Goods for delivery to the Customer. The Supplier will provide the Customer with notice to pay within 7 days from the date of the sales order or invoice. If payment is not made by the Customer within 7 days of the date of the sales order or invoice, the Supplier (at its sole discretion) has the right to withdraw the Customer’s order and the invoice and offer the Goods for Sale to other customers;
3.3 Unless otherwise agreed by the Supplier in writing, the Supplier may invoice the Customer for Goods on the date the Supplier supplies the Goods.
3.4 Unless otherwise stated by the Supplier in writing, the Price is exclusive of any delivery charges and exclusive of GST.
3.5 The Customer must not withhold, make deductions from, or set-off, payment of any money owed to the Supplier for any reason.
3.6 The Supplier may charge, in addition to the Price, any other fees, charges and surcharges that the Supplier notifies to the Customer from time to time.
3.7 If the Customer defaults in payment by the due date of any amount payable to the Supplier, then all money which would become payable by the Customer to the Supplier at a later date on any account, becomes immediately due and payable without the requirement of any notice to the Customer, and the Supplier may, without prejudice to any of its other accrued or contingent rights:
(a) charge the Customer interest on any sum due at the prevailing rate pursuant to the Penalty Interest Rates Act 1983 (Vic) plus 2% for the period from the due date until the date of payment in full;
(b) charge the Customer for all expenses and costs (including without limitation all legal costs and expenses and mercantile agent’s commissions) incurred by the Supplier in taking whatever actions it deems appropriate to recover any sum due;
(c) cease or suspend supply of goods or services to the Customer without liability to the Customer or any third party for any loss or damage whether directly or consequentially;
(d) by written notice to the Customer, terminate any uncompleted contract with the Customer;
(e) enforce any security granted by the Customer to the Supplier in these T&Cs.
- Delivery of Goods
4.1 If the Supplier agrees to deliver Goods:
(a) the Supplier will charge delivery charges, and other charges in the Supplier’s price list or otherwise nominated by the Supplier from time to time;
(b) the Supplier will endeavour to deliver the Goods to any delivery address on the Delivery Date; and
(c) the Supplier may charge further delivery charges if the Customer is unable to receive delivery of the Goods at any delivery address or on the Delivery Date or in accordance with any other delivery arrangements.
4.2 The Supplier will only deliver Goods during the Supplier’s usual business hours unless the Supplier agrees otherwise in writing.
4.3 The Supplier will not be liable for any delay in the delivery of Goods to the Delivery Address.
4.4 The Customer will ensure a member of the Customer’s Personnel will be at any delivery address on the Delivery Date to sign the delivery docket on the Customer’s behalf.
4.5 The Supplier may deliver Goods to a delivery address regardless of whether there is anyone at the address at the time of delivery.
4.6 The Customer agrees:
(a) the Supplier’s responsibility for delivery of Goods will cease at the kerbside or public roadway frontage of any delivery address;
(b) the Customer must provide safe access for delivery of Goods including but not limited to providing safety measures such as traffic control; and
(c) the Supplier may refuse to deliver Goods, and return the Goods at the Customer’s cost, if the Supplier or a member of the Supplier’s Personnel considers it would be unsafe to deliver the Goods.
4.7 The signature of a member of the Customer’s Personnel on the delivery docket will represent the Customer’s acknowledgement that the Goods comply with the Contract and these T&Cs.
4.8 The Customer must inspect any Goods immediately on collection or delivery of the Goods.
5.1 Risk in the Goods will pass to the Customer, and the Customer will be deemed to have accepted the Goods, immediately when the Goods are delivered to the Customer.
5.2 If the Customer agrees to collect the Goods, the risk in the Goods will pass to the Customer, and the Customer will be deemed to have accepted the Goods, immediately when the Goods are placed on any vehicle or means of conveyance.
5.3 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, the Supplier is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by the Supplier is sufficient evidence of the Supplier’s rights to receive the insurance proceeds without the need for any person dealing with the Supplier to make further enquiries.
6.1 The Customer will not receive title to Goods until the Customer makes full payment of the Price and any other amounts payable to the Supplier (including full payment of the Price for any Services provided by the Supplier to the Customer which relate to Goods acquired by the Customer).
6.2 Until title in the Goods passes to the Customer in accordance with these T&Cs, the Customer will:
(a) be only a bailee of the Goods;
(b) ensure the Goods are kept separate and identifiable from other goods;
(c) not grant any charge over, or interest in, the Goods to any third party;
(d) return any Goods to the Supplier immediately on request;
(e) authorise the Supplier or any agent of the Supplier to enter any land and premises owned, occupied or controlled by the Customer where the Goods are located and take possession of the Goods; and
(f) hold the proceeds from any sale or disposal of the Goods on trust for the Supplier,
and the Supplier may repossess, retain, deal with and/or sell the Goods as the Supplier determines in the Supplier’s absolute discretion.
6.3 The Supplier may, for the purposes of exercising the Supplier’s rights under clause 6.2, enter any premises owned, occupied or controlled by the Customer and remove the Goods.
- Security by the Customer and Personal Property Securities Act
7.1 In consideration of the Supplier agreeing to supply the Goods, the Customer hereby charges all of its right, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, which are owned by the Customer either now or in the future, to secure the performance by the Customer of its obligations under these T&Cs including the payment of monies owed to the Supplier.
7.2 The Customer hereby consents to the registration by the Supplier of a caveat against the title of any property owned by the Customer to protect the charge created in clause 7.1.
7.3 The Customer hereby irrevocably appoints the Supplier, the Supplier’s solicitors, each officer of the Supplier, each Receiver appointed by the Supplier and each of the Supplier’s assigns jointly and also severally to be the true and lawful attorney or attorneys of the Customer with full power and at the expense of the Customer and in the name of the Customer or in the name of the Supplier but for the sole use and benefit of the Supplier and without giving the Customer any notice whatsoever, from time to time to enter into and execute complete and amend all deeds, instruments, contracts, transfers, legal mortgages, agreements, notices, demands and writings as the Customer has covenanted or is otherwise required to do and to collect in, sue for and recover and deal with all book debts of the Customer and to do all such other acts, matters and things which under all or any of the covenants and agreements herein contained or implied ought to be done by the Customer or which the Supplier or a Receiver is authorised or empowered to do by these T&Cs, the securities referred to under this clause or by Statute.
7.4 For the purposes of the PPSA:
(a) terms used in this clause that are defined in the PPSA have the same meaning as in the PPSA;
(b) these T&Cs are a security agreement and the Supplier has a Purchase Money Security Interest in all present and future Goods supplied by the Supplier to the Customer and the proceeds of Goods;
(c) the security interest is a continuing interest irrespective of whether there are monies or obligations owing by the Customer at any particular time;
(d) The Customer must do whatever is necessary in order to give a valid security interest over the Goods which is able to be registered by the Supplier on the Personal Property Securities Register.
7.5 The security interest arising under this clause attaches to the Goods when the Goods are collected or dispatched from the Supplier’s premises and not at any later time.
7.6 In consideration for the Supplier supplying Goods to the Customer under these Terms and Conditions, the Customer:
(a) grants to the Supplier a security interest, and to the extent applicable, a purchase money security interest (PMSI) in respect of all Goods supplied by the Supplier to the Customer;
(b) agrees that the security interest and any PMSI granted will continue to apply to any goods coming into existence or proceeds of sale of Goods or goods coming into existence;
(c) agrees to treat the security interest and any PMSI created under these T&Cs as a continuing and subsisting security interest in the relevant Goods with priority over any registered or unregistered general (or other) security and any unsecured creditor (even if the Goods become fixtures before paid for in full);
(d) agrees that the security interest and any PMSI has attached to all Goods now or in the future supplied to the Customer by the Supplier;
(e) agrees that the security interest extends to all of the collateral being all of the Customer’s present and after acquired property.
(f) these Terms and Conditions constitute a security agreement for the purposes of the PPSA with respect to any security interest or PMSI in relation to the Goods or any other collateral in relation thereto.
7.7 The Supplier reserves the right to register a financing statement under the PPSA in respect of the Goods and to generally register and perfect any security arising pursuant to these Terms of Trade and the supply of Goods to the Customer. The Customer agrees to reimburse the Supplier for all costs and/or expenses incurred or payable by the Supplier in relation to registering, maintaining or releasing any financing statement or any other document in respect of any security interest under this agreement.
7.8 The Customer and the Company agree that to the extent mentioned by Section 115(1) (a) – (r) of the PPSA, they agree to contract out of each of the provisions of the PPSA listed in section 115(1) (a) – (r) (inclusive) and the Customer hereby waives it rights under each of the sections of the PPSA referred to therein. The Customer further waives its right to receive a copy of any financing statement, any financing change statement or any verification statement that is or may be registered, issued or received at any time or which would otherwise be required to be provided by the Supplier under the PPSA.
7.9 The Customer agrees that, until all monies owing to the Supplier are paid in full, it shall not sell or grant any other security interest in the Goods or any collateral thereto (which collateral shall be deemed to include all Goods and the proceeds from the sale of such Goods by the Customer).
- Force Majeure
8.1 The Supplier will not be liable to the Customer for any failure to perform, or delay in performing, the Supplier’s obligations under these T&Cs if the failure or delay is due to any cause beyond the Supplier’s reasonable control and if any such failure or delay continues for a period of 14 days the Supplier may terminate any affected Contract.
- Confidential Information and Intellectual Property
9.1 The Customer will not use, or disclose, any Confidential Information disclosed to the Customer.
9.2 All Intellectual Property Rights in all designs, drawings, technical information and documents created by the Supplier in relation to the Goods will remain with the Supplier and will not be assigned to the Customer and no supply of Goods to the Customer will grant to the Customer any Intellectual Property Rights in respect of the Goods or such designs, drawings, technical information or documents.
9.3 If the Supplier supplies any designs, drawings, technical information or documents to the Customer as part of the Goods, the Supplier grants the Customer a non-exclusive, non-transferrable, right to use the designs, drawings, technical information and documents strictly and only for the purposes of the Customer’s use of the Goods .
9.4 The Customer warrants that the Supplier’s use of any designs, instructions or documents provided by the Customer to the Supplier will not infringe the Intellectual Property Rights of any other party.
- Defects, Warranties and Returns
10.1 The Customer must inspect the Goods and any Services provided on delivery and must within 7 days of delivery notify the Supplier in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote.
10.2 Upon the notification referred to in clause 10.1, the Customer will allow the Supplier to inspect the Goods.
10.3 The Customer must at all times confirm that the Goods are in every way suitable to the expected use.
10.4 These T&Cs do not include by implication any other term, condition or warranty in respect of the quality, merchantability, acceptability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the Goods or Services or any contractual remedy for their failure.
10.5 If the Customer is a consumer within the meaning of Schedule 2 to the Competition and Consumer Act 2010 (Cth) and Schedule 2 thereto (known as Australian Consumer Law or ACL) nothing in these T&Cs restricts, limits or modifies the Customer’s rights or remedies against the Supplier for failure of a statutory guarantee under the ACL.
10.6 If the End User is a consumer and:
(a) The Goods or Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, then the amount specified in section 276A(1) of the ACL is the absolute limit of the Supplier’s liability to the Customer;
(b) The Goods or Services are of a kind ordinarily acquired for personal, domestic or household use or consumption, payment of any amount required under section 274 of the ACL is the absolute limit of the Supplier’s liability to the Customer,
howsoever arising under or in connection with the sale, installation, use of, storage or any other dealings with the Goods or Services by the Customer or any third party.
10.7 If clauses 10.5 and 10.6 do not apply, the Supplier is not liable to the Customer in any way (whether under Statute, contract, tort, negligence or otherwise) arising under or in connection with the sale, delivery, use of, storage or any other dealings with the Goods by the Customer, End User or any third party.
10.8 The Supplier is not liable for any consequential loss or expense suffered by the Customer, End User or any third party however caused, including but not limited to loss of profits, business, revenue, savings, opportunity, reputation, access to markets, publicity or goodwill or any such liability to the Customer, End User or a third party, except to the extent of any liability imposed by the ACL.
10.9 The Customer acknowledges and agrees that:
(a) it has not relied on any service involving skill and judgment, or on any advice, recommendation, information, reports, tests or assistance provided by the Supplier in relation to the Goods or their use or application. Any advice, recommendations, information, reports, tests or assistance provided by the Supplier in relation to the Goods supplied by it or their use or application is given in good faith, and is believed by the Supplier to be appropriate and reliable. However, as far as permitted by law, the Supplier is not liable for any loss or damage arising therefrom.
(b) it has not made known, either expressly or by implication, to the Supplier any purpose for which it requires the Goods and it has the sole responsibility of satisfying itself that the Goods are suitable for the use of the Customer;
(c) all written or verbal comments made by the Supplier or Supplier’s representatives are made on an “as is” basis without warranties of any kind either express or implied.
10.10 Nothing in these T&Cs is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Federal legislation applicable to the sale of goods or supply of services which cannot be excluded, restricted or modified.
- Release and Indemnity
11. 1 The Customer indemnifies the Supplier and each member of the Supplier’s Personnel from and against any Liability or Claim arising directly or indirectly in relation to:
(a) the accuracy of all information provided by the Customer to the Supplier in relation to the Goods or any other matters;
(b) the Customer’s breach of these T&Cs or any Contract;
(c) the negligence or wilful misconduct of the Customer or any member of the Customer’s Personnel;
(d) the Supplier or any member of the Supplier’s Personnel delivering the Goods in accordance with the Customer’s instructions;
(e) the Supplier or any member of the Supplier’s Personnel entering a delivery address;
(f) damage to the property of the Customer or any third party during any delivery of Goods;
(g) any spillage, breakage or contamination of Goods during any transport or delivery;
(h) the Goods not being fit for any particular purpose;
(i) any tests in relation to Goods;
(j) the Customer or any member of the Customer’s Personnel directly or indirectly causing any delay in the supply of any Goods;
(k) the Supplier having to resupply the Goods , or undertake any rework, as a result of the actions or omissions of the Customer or any third party;
(l) the Customer or any member of the Customer’s Personnel refusing to accept any delivery;
(m) the Customer or any member of the Customer’s Personnel purporting to cancel any Order or Contract; and
(n) any proceedings, claims and demands in relation to any secured property.
12.1 The Supplier may immediately terminate, or suspend the performance of, any Contract and the Customer must immediately pay any money owed to the Supplier if:
(a) the Customer breaches a term of these T&Cs or any Contract and does not remedy the breach within 7 days of receiving a notice from the Supplier requiring the Customer to do so;
(b) the Customer breaches a term of these T&Cs or any Contract which is not capable of remedy;
(c) there is any change in the Control of the Customer; or
(d) an Insolvency Event arises in relation to the Customer.
In these T&Cs:
“Approvals” means all approvals, authorisations, permits, consents, determinations and licences which are issued, or required to be issued, by any Authority to permit the full and proper performance of the Supplier’s obligations under these T&Cs;
“Authority” means any government or governmental, semi-governmental, administrative or judicial body, tribunal, department, commission, authority, agency, minister, statutory corporation, instrumentality or entity;
“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 the Supplier or any related entity of the Supplier 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 the Supplier;
“Control” has the meaning set out in the Corporations Act;
“Corporations Act” means the Corporations Act 2001 (Cth);
“Customer” means the customer set out in any quotation, offer or other document provided by the Supplier (or, in the absence of such information, the customer who placed the Order);
“Delivery Date” means the date for the delivery of the Goods in a Contract;
“End User” means any person, firm or corporation who has acquired Goods from the Customer;
“Goods” means the goods in a Contract;
“Insolvency Event” means any of the following, or any analogous, events:
(a) the Customer disposes of the whole or any part of the Customer’s assets, operations or business other than in the ordinary course of business;
(b) the Customer ceases, or threatens to cease, carrying on business;
(c) the Customer is unable to pay the Customer’s debts as the debts fall due;
(d) any step is taken by a mortgagee to take possession or dispose of the whole or any part of the Customer’s assets, operations or business;
(e) any step is taken for the Customer to enter into any arrangement or compromise with, or assignment for the benefit of, the Customer’s creditors or any class of the Customer’s creditors; or
(f) any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator or liquidator of the whole or any part of the Customer’s assets, operations or business;
“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 the Customer to the Supplier for Goods;
“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 Goods as nominated by the Supplier from time to time;
“Services” means the services in a Contract and any services associated with the Goods;
“Supplier” means De La Fontaine Australia Pty Ltd (ACN 167 464 691) trading as Korango, and its related entities, successors and assigns; and
“T&Cs” means these Terms and Conditions of Supply.
14.1 The parties agree:
(a) no Contract will create any partnership, joint venture, agency or relationship of employment between the parties;
(b) these T&Cs or any Contract may only be amended with the Supplier’s express written agreement;
(c) any waiver by the Supplier must be express and in writing;
(d) the Supplier’s rights under these T&Cs or any Contract do not exclude any other rights of the Supplier;
(e) no Contract will be a sale by sample;
(f) in the event of any dispute, the Supplier’s records will be conclusive evidence;
(g) the actions of any person claiming to have the Customer’s authority will bind the Customer to the extent permitted by law;
(h) if any provision of these T&Cs or any Contract is unenforceable, the provision will be severed and the remaining provisions will continue to apply;
(i) the Customer must immediately provide written notice to the Supplier if there is any change in the Control of the Customer;
(j) the Supplier may assign any rights or benefits under any Contract or these T&Cs or any Contract to any third party;
(k) the Customer may only assign any rights or benefits under any Contract or these T&Cs or any Contract with the Supplier’s prior written consent; and
(l) these T&Cs and any Contract will be governed by the laws of, and the parties submit to the jurisdiction of the courts of, the state in which the Goods are delivered.
14.2 In these T&Cs:
(a) the headings will not affect interpretation;
(b) the singular includes the plural and vice versa;
(c) any other grammatical form of a word or expression defined in these T&Cs has a corresponding meaning;
(d) a reference to a document includes the document as novated, altered, supplemented or replaced;
(e) a reference to a party includes the party’s executors, administrators, heirs, successors in title, permitted assigns and substitutes;
(f) a reference to a person includes a natural person, body corporate, partnership, trust, association or any other entity;
(g) a reference to a statute, ordinance, code or law includes regulations, rules and other instruments under the statute, ordinance, code or law and any consolidations, amendments, re-enactments or replacements;
(h) a word or expression defined in the Corporations Act has the meaning given to the word or expression in the Corporations Act;
(i) the meaning of general words is not limited by specific examples introduced by “including”, “for example” or similar expressions;
(j) any agreement, representation, warranty or indemnity by two or more parties binds those parties jointly and severally;
(k) any undertaking by a party not to do any act or thing will be deemed to include an undertaking not to permit or suffer the doing of that act or thing;
(l) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of these T&Cs; and
(m) if a day on or by which an obligation must be performed or an event must occur is not a business day, the obligation must be performed or the event must occur on or by the next business day.