Terms & Conditions

Partington CC Pty Ltd

Terms and Conditions of Trade

 

1.Application

 (a) These terms and conditions of trade (Terms) apply to all Orders of Goods by you from Partington.CC Pty Ltd ACN 641 416 695) (“Partington”, “us”, “we”, “our”). Each Order is a separate agreement between you and us.

 

(b) These Terms form a binding legal agreement between Partington, its successors and assignees, and you. These Terms explain our obligations as a supplier of the Goods and your obligations as a consumer of the Goods. By placing an Order to acquire our Goods, it means you have read these Terms and you agree to comply with and be legally bound by these Terms. Please read these Terms carefully before placing an Order with us.

 

(c) These Terms may be amended from time to time, without prior notice. Notice of any such changes to these Terms will be provided by Partington by posting a notification on our Site or updating the date referenced in the revised Terms, or as otherwise deemed appropriate by Partington. Any such changes will apply only to Orders placed after the time such changes become effective. Partington’s right to require strict observance and performance of each of these Terms shall not be reduced, vitiated, or otherwise affected by any current or past waiver of any of these Terms (or by any previous course of dealing).

2.quOtes

 

(a) If we provide you with a quote, unless the quote states otherwise, it will be valid for 30 days from the date of issue and may be adjusted by us prior to you placing an Order. Partington reserves the rights to vary or cancel any quote provided by us before you place an Order for the Goods (in respect of which the quote was given).

 

(b) A quoted Price provided by us is inclusive of all Taxes unless otherwise specified and quoted times for delivery are an estimate only.

3.orders and acceptance

 

(a) When you place an Order with us including on the Site, such order will not be deemed accepted by Partington unless and until an “Order Confirmation” acknowledgment is sent to you via email by Partington (which will not occur unless and until you have paid for the Goods in full).

 

(b) You acknowledge that Partington’s Goods are generally made to Order (depending on the availability of Stock) and Partington will incur significant cost in fulfilling your Order. Accordingly, you cannot vary or cancel your Order after receipt of payment (whether in full or partial payment) from you unless Partington decides otherwise (which it may decide in its absolute discretion).

 

(c) All Orders are subject to the availability of the ordered Goods. Partington reserves the right to impose quantity limits on any Order, and to discontinue any of its product(s) or services without notice, even if you have already placed your Order.

(d) Even if an Order has been accepted, Partington may subsequently cancel such order in whole or in part due to availability of our products (including without limitation, any discontinuation of the Goods or shortages of our products) or if the Order contains an obvious inadvertent pricing error or we determine that you have placed the Order in breach of these Terms. You will be notified of any order cancellation and any amounts you have paid to Partington in respect of such order shall be refunded by us in accordance with clause 4.

(e) You must provide us with all necessary information we require in order for you to complete an Order (whether on our Site or by direct contract to us) and to enable us to provide you with the Goods.

4.Refunds

 

(a) If we cancel your Order prior to dispatch, we will refund the Price you paid for the Goods as soon as reasonably practicable to the bank account or credit card used by you to pay for the Goods.

(b) If we accept your request to cancel an Order prior to dispatch, we will refund any Price paid by you, less any applicable cancellation fees notified to you and costs incurred by us due to the cancellation.

5.price

 

(a) Your payment of the Price is due on placement of the Order and we will not process or confirm an Order until you have paid the Price for the Goods in full (or you have paid the relevant amount of the deposit if Partington accepts a deposit in respect of your Order). 

(b) All prices, pictures, and descriptions advertised by us in respect of the Goods, including on our Site, are subject to change.

 

(c) We may change any advertised price for Goods at any time without notice.  Other than in respect of an obvious inadvertent error in the Price of the Goods you have ordered (which Partington may correct at any time), the Price of the Goods you have Ordered will not change once an Order has been accepted by us.

(d) Partington will not dispatch the Goods until you have paid the Price in full in respect of those Goods.

6.GST

 

(a) All Prices quoted on our Site are in Australian Dollars and are inclusive of GST, unless it's stipulated.

 

(b) If GST is imposed on any taxable supply made under or in accordance with these Terms, the recipient of the taxable supply must pay to the supplier an additional amount equal to the GST payable on or for the taxable supply, subject to the recipient receiving a valid tax invoice in respect of the taxable supply at or before the time of payment.

(c) Payment of the additional amount must be made at the same time as payment for the taxable supply is required to be made in accordance with these Terms.

7.delivery

 

(a) The Parties acknowledge that third party providers are contracted to deliver the Goods pursuant to an Order which we do not have full control over and will we not be liable in respect of any delay.

(b) We will ensure that the Goods are adequately packaged prior to collection from our facilities in order for the Goods to be transported to the location for delivery specified by you in the Order.

(c) You agree to comply with any delivery requirements we notify to you when you place an Order.

8.Risk and title

(a) Risk of loss or of damage to the Goods will remain with Partington until the collection of the Goods by you (or your nominated carrier) from our premises or when the Goods are delivered to you at the address specified in the Order at which time risk of loss or damage to the Goods will transfer to you. 

(b) Ownership of and title to the Goods remains with us until you have paid us the Price in full and any other money that you may owe to us at any time on any account.

9.DATA

 

We will do all things reasonable to ensure that the storage and transmission of data (including any information you provide us via the Site or by any other electronic means) occurs according to accepted industry standards, however you accept that the internet is not a fully secure environment and we cannot accept responsibility for misuse or loss of, or unauthorised access to or disclosure of, information where the security of the information is not within our control. If you provide us with information via the internet, you do so accepting this risk.

10.registration

 

(a) We may permit you to create an account with us through our Site.  We reserve the right to decline registration or to cancel an account at any time.  When you create an account, we will collect, store and disclose your information in accordance with our Privacy Policy, which is incorporated into these Terms.

(b) You must keep your account password confidential and are entirely responsible if you do not maintain such confidentiality.  You must immediately notify us if any unauthorised third party becomes aware of that password or if there is any unauthorised use of your email address or any breach of security known to you. You agree that we are not responsible or liable in the event that a person to whom your password is disclosed uses the Site.

 

(c) You warrant that all information you provide in your account is accurate and up to date and you will promptly inform us of any changes.

(d) We may without notice suspend or close your account if you (or someone accessing your account) is in breach of these Terms or we reasonably suspect such a breach has occurred or will occur.

11.refunds

 

Without limiting your rights under the ACL, Partington does not offer returns for a change of mind.

12.set-off

 

If you owe money under one Order, we may set-off that money against any money that we owe to you under another Order.

13.warranty and crash replacement SCHEME

 

(a) We provide a warranty against material and processing defects in respect of all Goods manufactured by us for the duration of the warranty period specified in the User Manual.

(b) Full details of our warranty policy and crash replacement scheme are set out in our User Manual (or here https://www.partington.cc/product-page ) and which form part of these Terms.

(c) You can access the User Manual at the Site. Please follow the instructions in our User Manual for making a warranty claim or a claim under our crash replacement scheme.

(d) We reserve the right to change our warranty policy (including the duration of the warranty) and/or crash replacement scheme from time to time. Notice of any such changes to these policies or schemes will be provided by Partington by posting a notification on our Site or providing an updated User Manual, or as otherwise deemed appropriate by Partington.

14.Your rights under the australian CONSUMER LAW

 

(a) Our Goods come with guarantees that cannot be excluded under the ACL.

(b) If you are a consumer under the ACL, you are entitled to:

(c) your choice of a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage; or

(d) our choice of having the Goods, repaired or replaced if the failure does not amount to a major failure.  We’ll do this within a reasonable time.

(e) To the extent permitted by law, we exclude all other guarantees, warranties, undertakings and representations expressed or implied, whether arising by statute or otherwise, which are not given in these Terms or any warranty document given at the time of supply.

 

(f) Nothing in these Terms operates to exclude, restrict or modify the operation of any provision of the Australian Consumer Law (being Schedule 2 to the Competition and Consumer Act 2010 (Cth)).

15.liabilities

(a) Without excluding, restricting or modifying any rights or remedies to which you may be entitled under the ACL, Partington will incur no liability for any losses or damages you may suffer, or any damage or defects to Goods or to any other property, arising from:

      (i)  normal wear and tear of the Goods;

 

     (ii)  the transportation, handling or storage of the Goods;

    (iii)  the mounting and assembly of parts which are not appropriate to the Goods;

 

    (iv)  improper use or poor maintenance;

 

    (v)  non-observance of the instructions of the Goods specified in the User Manual and any other information supplied by Partington from time to time;

    (vi)  any modification to the Goods by you or any other person other than authorised personnel from Partington;

 

    (vii)  any impact caused by sharp items, due to torsion, compression, crushing, a fall, an abnormal impact, an abnormal heat source effect or other actions  not under Partington’s reasonable control;

    (viii)  crashing, accidents or accidental damage to the Goods;

    (ix)  your or any other person’s negligence or misconduct including any personal injury or physical damage to any property as the result of your or any other person’s misuse, negligence or misconduct (other than any damage or personal injury that is solely the result of Partington’s misuse, negligence or misconduct);
 

    (x) your failure to regularly maintain the Goods in accordance with the instructions and directions provided by.

 

(b) Under no circumstances will Partington be liable to you for any  Consequential Loss. 

(c) The total cumulative maximum aggregate liability of Partington arising out of or related to Terms, including for claims relating to breach of contract, breach of warranty (including the cost of repairing, replacing or refunding the Goods), tort (including negligence, strict liability and errors and omissions) or any other cause or form of action shall capped and limited to the total cost of the Goods actually paid by you to Partington.

 

16.indemnity

 

You indemnify, and keep indemnified, us and our directors, officers, employees and agents from and against any loss (including reasonable legal costs and expenses) or liability incurred or suffered by us arising from any claim, demand, suit, action or proceeding by any person against us where such loss or liability arose out of, or in connection with your acts or omissions, breach of these terms, or use of the Goods.

17.YOUR RESPONSIBILITIES

 

(a) You are solely responsible for any use of the Goods by you or any third party whether authorised or not and, in respect of direct to consumer sales only, you must not resell the Goods without our written consent. 

(b) You must not alter or tamper with the Goods or cause or allow a third party to do so without our consent.

18.termination

 

(a) If you commit an Act of Default which is not remedied within 5 days of us giving written notice to do so, we may terminate these terms or suspend supply until you remedy the Act of Default.

(b) If we terminate these terms all amounts payable by you to us will immediately become due and payable notwithstanding that the due date has not yet arisen.

(c) If we commit an Act of Default which is not remedied within 5 days of you giving written notice to do so, you may terminate these terms and obtain a refund of any amount of the Price already paid for Goods not delivered, less any other amounts due and payable to us.

19.intellectual property

 

(a) Partington owns all Intellectual Property Rights in the Goods and services supplied by us and any documentation relating to the Goods and our services remain Partington’s (and/or Partington’s licensors) sole property.

(b) Nothing in these Terms constitute a transfer of any Intellectual Property Rights.

 

(c) You acknowledge and agree:

    (i)  Partington (and/or the Partington’s licensors) own all Intellectual Property Rights in the Goods provided by Partington whether in its original form or as modified by either party;

 

    (ii)  to protect the rights and reputation of Partington’s interests in the Intellectual Property Rights in the Goods;

 

    (iii)  not in any way to represent that you are the owner of, or have any interest in, the Intellectual Property Rights in the Goods;

    (iv)  not challenge, question, or impair any interest Partington has, the validity of any registrations, or any application Partington (or its licensors) to register any of the Intellectual Property Rights in the Goods;

 

    (v) not disclose, reproduce, copy, adapt, publish, perform, exhibit, transmit, communicate, rent, reverse engineer, or make other use of Partington’s (or its licensor’s) Intellectual Property Rights in the Goods or any adaption, without first obtaining Partington’s consent which may be withheld in its absolute discretion.

 

(d) If you communicate with us, you grant to us an irrevocable, perpetual, non-exclusive, royalty-free, world-wide licence to use, copy, display and distribute the content of your correspondence or communication and to prepare derivative works of the content or incorporate the content into other works in order to publish and promote such content. This may include, but is not limited to, publishing testimonials on our Site and developing your ideas and suggestions for improved goods or services we provide.

20.variations

 

We may amend these terms at any time by posting such amendments on the Site.  In relation to an Order, you will be bound only to the version of the terms in force at the time of that Order (provided that Order is accepted by us).

21.confidentiality

 

All information supplied by a party to the other party will be treated as confidential except to the extent that it becomes public knowledge (otherwise than through a breach of confidentiality) or is disclosed for the purposes of obtaining legal advice regarding these Terms and must not be disclosed to a third party without the prior written consent of the party who originally supplied the information, or as required by law.

22.privacy

 

(a) Our commitment to privacy is set out in our Privacy Policy. These Terms supplement and incorporate Privacy Policy. Please refer to our Privacy Policy at the Site for further information about how we collect, use, store, process and disclose your personal information.

 

(b) If you have any concerns regarding the privacy of any personal information you have disclosed to us, please contact our privacy officer by email at contact.us@partington.com.au.

23.force majeure

 

Neither party will be liable for any delay or failure in the performance of any obligation or the exercise of any right under these terms (other than an obligation to pay money due) or for any loss or damage if such performance or exercise is prevented or hindered in whole or in part by reason of an event beyond that party’s reasonable control.

24.disputes

 

(a) If a dispute arises under these terms, the party claiming that a dispute has arisen must give notice to the other party specifying the nature of the dispute and the parties will attempt to negotiate a resolution in good faith.

 

(b) If a dispute persists for more than 14 days, either party can refer the dispute to mediation before a mediator to be appointed by the Australian Commercial Disputes Centre. Each party will bear their own cost of complying with this clause 24.

 

(c) Save for seeking urgent interlocutory or injunctive relief, neither party may issue court proceedings in relation to a dispute unless they have first complied with this clause 24 and the dispute remains unresolved.

25.SEVERABILITY

 

If any portion of these Terms are deemed by a Court of competent jurisdiction to be invalid, then the remainder of these Terms shall remain in full force and effect and the offending provision or provisions will be severed.

26.assignment

 

We may assign, novate or otherwise transfer any of our rights or obligations arising out of or under these terms to another person without  your consent.

27.entire agreement

 

These terms represent the entire agreement between the parties in relation to the Goods and supersedes all prior discussions, negotiations, understandings and agreements in relation to those Goods (other than the User Manual and our Privacy Policy which form part of these Terms).

28.governing law

 

These terms will be governed by the Laws of Victoria, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in that jurisdiction.

29.UNFAIR TERMS TO BE READ DOWN

 

​(a) If any law making unfair contract terms void or unlawful could apply to a term in these Terms, the following rules apply to interpreting that term:

 

    (i)  if the law would make the term void because the term permits us to exercise a right or discretion in a way that would cause detriment to you, the term shall be read down and construed to the extent as not to permit us to exercise the right or discretion in such a way; and

 

    (ii)  if the law would make the term void because it authorised us to recover costs or losses or damages to be calculated in a way we choose, the term shall be read down and construed as authorising us to recover the maximum reasonable costs, losses and damages to be calculated in a reasonable way that did not cause the term to be void.

 

(b) If, despite the application of this clause, the law would make the term void, the term is to be read down and construed as if it were varied, to the minimum extent necessary, so that the term is not void. These reading down rules apply before any other reading down or severance provision in these Terms.

30.Further Infomration

 

Should you have any further queries regarding your purchase of our Goods or these Terms, please send your enquiries via email to contact.us@partington.com.au and a member of our customer service team will be in contact.

31.interpretation

 

In the Agreement:

 

(a) headings, bold type and square brackets are for convenience only and will not affect interpretation of this Agreement;

(b) words in the singular include the plural and words in the plural include singular, according to the requirements of the context;

(c) a reference to a legislation or other Law includes delegated legislation and consolidations, amendments, re-enactments or replacements of any of them;

(d) a reference to any of the words "include", "includes" and "including" is read as if followed by the words "without limitation"; and

(e) terms used that are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the meaning given in that Act, unless the context otherwise requires.

32.Definitions

 

(a) ACL means the Australian Consumer Law.

(b) Act of Default occurs if either party:

 

    (i)  commits a material breach of these Terms;

    (ii)  is unable to pay its debts as and when they fall due;

    (iii) has a receiver, other form of insolvency administrator or statutory manager appointed over any of its assets.

(c) Consequential Loss means any liability suffered by a person or entity that cannot reasonably be considered to arise naturally from a breach of contract, tort, under statute or any other basis in law or equity, whether or not such loss may be reasonably contemplated by you or Partington at the time of purchase of the Goods, and includes but is not limited to loss of opportunity, loss of reputation, loss of use, indirect losses and loss of profit.

(d) GST Means GST within the meaning of the GST Act;

(e) GST Act means A New Tax System (Goods and Services Tax) Act 1999 (as amended from time to time);

(f) Intellectual Property Rights means intellectual and industrial property rights and interests throughout the world, whether registered or unregistered, arising out of or in connection with trade marks, designs, patents, inventions, semi conductor, circuit and other eligible layouts, copyright and analogous rights, trade secrets, know how, processes, concepts, formulas, confidential information, domain names and all other intellectual property rights as defined in Article 2 of the convention establishing the World Intellectual Property Organisation on 14 July 1967 as amended from time to time.

(g) Order means any request for the provision of Goods by you that is subject to our acceptance in accordance with the Terms.

(h) Personnel means a party’s employees, secondees, directors, officers, contractors, professional advisors and agents.

(i) Price means the amount payable for the Goods specified in an Order.

(j) Privacy Policy means our Privacy Policy from time to time available on the Site.

(k) User Manual means the User Manual provided by us in respect of the Goods and which is available on the Site.

(l) Site means www.partington.cc

(m) Goods means the items, deliverables and/or related services provided, or to be provided, by us to you as identified in an Order.

(n) Taxes means taxes, levies, imposts, duties, excise, and charges, deductions or withholdings, however described, imposed by Law or government authority or agency other than Australian GST or any tax imposed on, or calculated having regard to income.