TERMS & CONDITIONS

DEFINITIONS

1. In these terms:

            a. "goods" means the products specified in this invoice;
            b. "our premises" means any address we notify to you;
            c. "us", "we" and "our" means Swags for Homeless Limited ABN 93128 411 012 and Swags for Homeless Limited trading as Backpack Bed for Homeless;
            d. "you" and "your" means the company identified in this invoice.

Governing terms and conditions

1. These terms apply to the sale of goods by us to you.  These terms prevail over any terms in your documents and represent the entire agreement between you and us.
2. When you place an order for goods with us, accept delivery of goods, make any payment or comply with these terms, you are taken to have accepted them.

Quotations and price

1. If we give you a quotation, we are not making you an offer.  We may withdraw or alter the quotation without giving you notice.  If we do not withdraw the quotation, it is valid for the period stated.  If no period is stated, it is valid for 30 days from the date the quotation was given.
2. Unless we otherwise agree in writing, the price of the goods will be the price we usually charge for the goods.  Any price concession or discount we provide you is conditional on your full compliance with this document.

GST

Unless we state otherwise, the price for the goods includes any GST for which we are liable on the supply of the goods to you.

Payment

1. Unless we otherwise agree in writing, you must pay us for the goods you buy within 30 days of the date of this invoice (the due date).
2. We may charge you interest if full payment is not made by the due date.  Interest will be charged at 2% per annum above the prevailing Australia and New Zealand Banking Group Business Credit Facility Index from the due date until full payment is made.
3. You must pay all expenses incurred by us in enforcing our rights under this document.

Delivery

1. All transactions are FOB, Ex-Swags for Homeless Ltd warehouse.
2. All deliveries must be signed for, so proof of delivery can be obtained. Swags for Homeless takes NO responsibility for goods delivered/signed for by other parties/locations.
3. Any delivery time we give you is only an estimate.  We are not liable to you for any loss or damage you suffer or incur as a result of our late delivery.
4. You must still accept and pay for the goods even if we deliver late.
5. We may deliver the goods in instalments.  Each instalment must be treated as a sale under a separate contract.  If we fail to deliver any instalment, you must still accept and pay for the remaining instalments.  If you do not pay for an instalment, we may treat the non-payment as a breach of contract relating to the other instalments.

Risk

Risk of damage to, or loss of, the goods passes to you at the time of delivery.  We are not liable to you for any loss or damage or deterioration of the goods after delivery, even if we arrange freight.

TITLE

1. We retain title to, and ownership of, the goods until you have paid all monies you owe us (and all cheques or negotiable instruments have been paid).
2. Until title passes to you, we hold the goods on your behalf.  You must return the goods to us if we ask you to.  We can retake possession of any goods in your possession if you fail to pay us for the goods in accordance with clause 5.1.

DESCRIPTION OF GOODS

All colours, specifications, drawings, and particulars of weight and dimensions for the goods are approximate only.  You cannot claim against us for any deviation.

MANUFACTURING

We may subcontract the production, manufacture or supply of the whole or any part of the goods.

Quantity discrepancy

1. Claims for shortages, damages and invoice discrepancies must be made in writing within 24 hours of delivery/receipt of goods. Please email hello@backpackbed.org or Fax (03) 9764 9433.
2. If the quantity of goods delivered is less than the amount you ordered, you must notify us in writing of the shortfall within seven days after delivery, otherwise we will take it that the correct quantity of goods has been delivered, and you must accept the goods and pay for them in full despite the shortfall.
3. If the quantity of goods delivered is more than the amount you ordered, you must immediately inform us in writing and we are entitled to charge you for the excess or recover the excess from you.

Storage and handling

1. We may charge you for storage if you do not collect the goods or provide adequate delivery instructions within 14 days after the date on which we tell you that the goods are ready for collection.  You must pay the charges we specify when we ask you.  Any goods we store on your behalf are at your risk.
2. In storing and handling the goods, you must comply with all applicable laws, especially those relating to health, safety and the environment.  When we give you written notice, you must allow us to enter premises under your control to inspect the storage and handling of the goods.

Intellectual property

1. You must treat the information contained in any drawings and specifications for the goods we provide to you as strictly confidential.  You must not use the information in any way to your advantage or our detriment.
2. By buying the goods you do not gain any licence or right under any of our intellectual property such as a patent, registered design, trademark or copyright or confidential information.  We are not obliged to disclose to you the methods or techniques used in production.

Force majeure

1. We are not liable for failure to comply with this document if the failure (directly or indirectly) arises out of any circumstances which are not within our reasonable control.  If such circumstances occur, we may delay or cancel delivery of the goods or reduce the quantity to be delivered.
2. The following are examples of situations beyond our reasonable control: strikes; lockouts; accidents; war; fire; flood; explosion; shortage of power; breakdowns of plant or machinery; shortage of raw or other materials from normal sources of supply; act of God; and any order or direction of any local, State or Federal Government, Government authority or instrumentality (within the Commonwealth of Australia or elsewhere).
3. We are not obliged to remedy such circumstances.  We are especially not obliged to settle any strike, lockout or any other kind of labour dispute.

Cancellation

1. You cannot cancel any order or contract or return any goods unless we first agree in writing.  We will not agree to any cancellation or return unless you indemnify us for all loss or damage we suffer or incur as a result of the cancellation or return.  We may cancel any order or contract if we consider we may be unable to supply you the goods.
2. If you do not collect the goods within 14 days from the date on which we tell you the goods are ready for collection, we may cancel the whole or part of an order or contract by giving you notice.  If we cancel in these circumstances, you must pay us for any loss, liability, cost or expense we incur as a result of the cancellation and a reasonable cancellation fee we fix at our absolute discretion.
3. You have no claim against us and we are not liable to you for any loss, liability, cost or expense which you may incur as a result of a cancellation under this clause.

Limitation of liability

1. Subject to any written warranty we provide to you and any rights which cannot be excluded by law (non-excludable rights), all warranties, conditions, liabilities or representations (whether express, implied, statutory or otherwise) as to the quality or fitness of the goods or as to the accuracy of information, advice or other services concerning the goods, are expressly excluded.
2. Our liability for a breach of this document, non-excludable rights or any written warranty we provide to you is limited, at our option, to one or more of the following:

            a. replacing the goods or supplying equivalent goods; or
            b. paying the cost of replacing the goods or of acquiring equivalent goods.

3. We are not liable to you for any loss or damage (including consequential loss or damage) you incur even if due to our negligence.

4. You indemnify us for all liabilities, losses, damages, costs or expenses suffered or incurred by us as a result of any of the following:

            a. our compliance with your instructions regarding the goods;
            b. your failure to:
                 i.   provide or display safety information on or relating to the goods;
                 ii.  comply with laws relating to the use, sale, marketing, labelling or marking of goods; or
                 iii. detect and bring to our attention matters for which we may become liable, whether for negligence, under legislation or otherwise;

            c. any statement you make about the goods without our written approval;
            d. the use of goods by you or a third party; and
e. your negligence or breach of this document.

Variation

We are entitled to vary these terms at any time by giving you written notice.

Waiver

Even if we do not insist on strict performance of this document, we are not taken to have waived our right to later require strict performance.  Even if we provide an express waiver, this is not to be taken as a waiver of a subsequent breach of a term or condition.

Notices

Notices under this document must be in writing.  A notice must be delivered personally or sent by facsimile transmission or post to the other person at their last known address.

Severability

If any of these terms and conditions are invalid or unenforceable in any jurisdiction, they are, if possible, to be read down so as to be valid and enforceable.  The read down provision will only apply in the relevant jurisdiction.  If the provision cannot be read down, and it can be severed to the extent of the invalidity or unenforceability, it is to be severed.  The rest of the provisions, and the validity or enforceability of the affected provision in any other jurisdiction, will not be affected.

Governing law and jurisdiction

These terms and conditions are governed by the law in force in the State of Queensland, Australia. We both submit to the non-exclusive jurisdiction of the courts of Queensland and any courts which may hear appeals from those courts.