Terms and Conditions

1. Application

These Terms and Conditions apply to all Agreements for the sale of Goods and Services by Human Essentials. No amendment, alteration, waiver or cancellation of any of these Terms is binding on Human Essentials unless confirmed by Human Essentials in writing. The Customer acknowledges that no employee or agent of Human Essentials has any right to make any representation, warranty or promise in relation to the Goods or Services or the sale of the Goods or Services other than contained in these Terms and Conditions.

2. Price and Payment

The price and payment as described in Schedule 1 will be paid in the manner described in Schedule 1 on receipt of a tax invoice. If GST is payable on any supply under the Agreement, Human Essentials may increase the price payable in respect of that supply by the prevailing rate of GST, subject to the provision of a valid tax invoice. The prices are determined at the time of order and, prior to payment of deposit, are subject to change without notice.

3. Terms of Agreement

The term of the Agreement (the "Term") will begin on the date of the Agreement and will remain in full force and effect from year to year, subject to earlier termination as provided in the Agreement.

4. Termination

In the event that either Party wishes to terminate an Agreement, that Party will be required to provide thirty (30) days' written notice to the other Party.

5. Cancellation

No order may be cancelled, modified or deferred without the prior written consent of Human Essentials (which is at Human Essentials's sole discretion). If such consent is given it is, at Human Essentials's election, subject to Human Essentials being reimbursed for all losses, including loss of profits, and paid a cancellation fee (being not less than 20% of the invoice price).

6. Title / Headings

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting the Agreement.

7. Entire Agreement

It is agreed that there is no representation, warranty, collateral agreement or condition affecting the Agreement except as expressly provided in the Agreement.

8. Modification of Agreement

Any amendment or modification of the Agreement or additional obligation assumed by either Party in connection with the Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

9. Assignment

Human Essentials will not voluntarily or by operation of law assign or otherwise transfer its obligations under the Agreement without the prior written consent of the Customer.

10. Gender

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

11. Performance

The Parties agree to do everything necessary to ensure that the terms of the Agreement take effect.

12. Limitation of Liability

These Terms do not affect the rights, entitlements and remedies conferred by the Competition and Consumer Act 2010.
In no event shall Human Essentials be liable to the Customer, any employee, agent or contractor of the Customer, or any third party, for any loss of profits, loss of business, or indirect, incidental, special, consequential, exemplary or punitive damages arising out of or related to any Agreement or these General Terms and Conditions even if Human Essentials has been advised of the possibility thereof. Human Essentials liability to the Customer under any Agreement and these General Terms and Conditions shall in no event exceed the total amount paid by the Customer to Human Essentials pursuant to such Agreement for the services during the preceding twelve (12) months.

13. Ownership

Legal and beneficial ownership of the Goods will not pass to the Customer until such time as the Goods have been paid in full in cash or cleared funds.

14. Warranty

All Goods supplied by Human Essentials are covered by such warranties as are specified by the manufacturer and supplied subject to the product standards detailed by the manufacturer.
All Services supplied are done so in an advisory capacity, offering information and advice prepared in the context of information provided by the Customer. Whilst care is taken to provide information and advice, the Services do not endeavour to advise on all possible contingencies and therefore other situations and circumstances may affect this advice.
The Customer expressly acknowledges and agrees that the Services provided by Human Essentials, and any other notification, information or advice received from Human Essentials, does not constitute legal advice. Human Essentials does not provide legal advice and expressly disclaim any and all liability and responsibility to any person in respect of anything, or the consequence of anything, done or omitted by any person in reliance, whether wholly or partially, upon the whole or any part of its Services.

15. Inspection

Unless the Customer has inspected the Goods and given written notice to Human Essentials within 5 working days after collection or delivery that the Goods do not comply with the relevant specifications or descriptions, the Goods are deemed to have been accepted in good order and condition.

16. Capacity / Independent Contractor

Nothing in the Agreement constitutes a relationship of partnership or of employer and employee between the Parties and the Parties expressly deny any such relationship.

17. Notice

All notices, requests, demands or other communications required or permitted by the terms of the Agreement will be given in writing and delivered to the Parties of the Agreement as follows:

1. first class post, 2 days from the date of posting; or
2. hand; or
3. facsimile transmission, on the date of such delivery or transmission; or
4. electronic mail, when the Party sending such communication receives confirmation of such delivery by electronic mail;

or to such other address as any Party may from time to time notify the other.

18. Confidentiality

Human Essentials agrees to keep the confidential information of the Customer confidential and agrees to:

1. not use the information other than for the purposes of the Agreement; or
2. directly or indirectly disclose the information to any third party, beyond those reasonably involved in the Agreement on a need to know basis; or

c. without the prior written consent of the Customer.
For the purposes of this clause, "Confidential Information" means any information designated by the Customer as confidential, or which is by its nature confidential and includes information existing prior to commencement of the Agreement or created in the course of the Agreement. No information will be regarded as confidential if it:

1. is already in the public domain; or
2. is received by Human Essentials from a third party who is lawfully in possession and has the power to disclose the information; or

c. becomes available to Human Essentials by means other than a breach of the Agreement by Human Essentials.

19. Intellectual Property

Nothing in the Agreement alters Human Essentials ownership of any intellectual property it owned prior to the Agreement. The Customer will own all materials delivered (the "Materials") and all intellectual property created by Human Essentials in performing its obligations under the Agreement. Human Essentials agrees to supply the Customer with the Materials on termination of the Agreement.

20. Force Majeure

Human Essentials will not be liable for any breach of contract due to any matter or thing beyond Human Essentials control including but not limited to transport stoppages, transport breakdowns, fire, flood, earthquake, acts of God, strikes, lock-outs, work stoppages, wars, riots or civil commotion, intervention or public authority, explosion, illness or accident.

21. Governing Law

It is the intention of the Parties to the Agreement that the Agreement and the performance under the Agreement, and all suits and special proceedings under the Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of Victoria, without regard to the jurisdiction in which any action or special proceeding may be instituted.

22. Severability

In the event that any of the provisions of the Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of the Agreement.

23. Waiver

The waiver by either Party of a breach, default, delay or omission of any of the provisions of the Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

Also

24. Promise not to disclose

The Customer promises and undertakes to Human Essentials as an ongoing separate promise and undertaking that the Customer will not use the Confidential Information for any purpose other than the Customer's own commercial use. The Customer promises and undertakes to Human Essentials that the Customer will not disclose the Confidential Information to any other person or permit any other person to have access to view any of the Confidential Information disclosed to the Customer without written consent of Human Essentials. This is an essential term of the Agreement and binds the Customer both during and after the Term.
Nothing in the Agreement prevents the Customer from disclosing any of the Confidential Information to its advisors but only for the purpose of obtaining advice from those advisors.

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