1.1 These are the Terms and Conditions referred to in the Warambie Estate Purchase Order. All Goods and Services sold or supplied by the Supplier to Trend 55 Pty Ltd ACN 138 944 653 (Warambie) or its related entities are supplied on these Terms and Conditions.
1.2 These Terms and Conditions are in addition to any formal agreement with Warambie entered into by the Supplier in relation to the Goods or Services (Contract). Should there be any inconsistency between these Terms and Conditions and the Contract, the Contract shall prevail.
1.3 Warambie will order Goods or Services from the Supplier by issuing a Purchase Order. The Supplier is deemed to accept the Purchase Order the earlier of:
1.4 If the Supplier accepts a Purchase Order, a contract comes into existence (the Agreement) and these Terms and Conditions apply.
2.1 In these Terms and Conditions:
Goods means any material, plant, parts, item or equipment specified in the Purchase Order.
Manufacture includes grow, extract, produce, process and assemble.
Services means the services as specified in the Purchase Order
Supplier means the person or persons, including any corporation providing the Goods or Services, as specified in the Purchase Order
Supplies means the Goods and / or Services as the context requires.
Warranty Period means six (6) months or such longer period specified in the Contract commencing on Acceptance of the Goods and the Services.
2.2 Headings are not part of these Terms and Conditions.
3.1 The Supplier acknowledges that these Terms and Conditions do not confer any right on the Supplier to be a sole or exclusive supplier of the Goods or Services or similar goods or services.
3.2 Nothing in these Terms and Conditions obliges Warambie to request, procure or acquire any minimum level or expected level of Goods or Services from the Supplier.
4.1 Goods are taken to be delivered when the Goods arrive at the point nominated in the Purchase Order (Delivery)
4.2 Delivery of Goods must be achieved by the date and time for Delivery specified in the Purchase Order and if no date or time is specified, the Goods must be delivered promptly, expeditiously and with due diligence and without delay.
4.3 Warambie can specify in writing a later time for Delivery.
4.4 The Goods must be:
4.5 Warambie may inspect the Goods upon Delivery or at anytime thereafter.
5.1 Acceptance means the stage in the carrying out and completion of the of the supply of Goods and Services when:
5.2 When the Supplier believes that the Goods and Services are Acceptable, it must promptly notify Warambie in writing.
5.3 Following notice in accordance with clause 5.2 Warambie will promptly inspect or test the Goods and Services and then, by written notice, Warambie may (acting reasonably) either:
5.4 If any Goods and Services are rejected, Warambie may:
5.5 Any delivery or acknowledgement of receipt of Goods and Services, including by signing ‘acceptance’ forms or similar, does not constitute Delivery or Acceptance.
6.1 Goods:
6.2 Services:
6.3 The Supplier must obtain and assign to Warambie the benefit of all warranties in clauses 6.1 and 6.2 from its
contractors, suppliers or consultants in relation to the Goods and Services.
7.1 The rates or prices for the Goods or Services including any deposits are fixed and set out in the Purchase Order.
7.2 the rates and prices include all things necessary and incidental to the supply of the Goods or Services including, packaging, travel, freight, insurance, duties, taxes (excluding GST).
7.3 At the time specified in the Contract or if none, upon acceptance by Warambie of the Goods and Services, the Supplier may issue an Invoice to Warambie .
7.4 The invoice must:
7.5 Warambie may offset or deduct from an Invoice, any amount which it considers, acting reasonably, is due or may become due from the Supplier to Warambie or withhold any disputed portion of the Invoice.
7.6 Save to the extent offset under clause 7.5, Warambie will pay Invoices which comply with clause 7.4, within thirty (30) days from the end of the month in which the Invoice was received.
7.7 Any payment for Goods and Services does not constitute acceptance or completion nor waive or prejudice any rights Warambie may have under these Terms and Conditions or any Contract.
Force Majeure event means:
8.1 If the Supplier considers that it will or may be delayed in supplying any Goods and Services, the Supplier must notify Warambie within 7 days of becoming aware, or ought reasonably to have been aware, of the likely delay.
8.2 Provided that notice has been given under clause 8.1, to the extent that the Supplier is delayed in achieving Delivery and/or Acceptance by the Date for Delivery and/or the Date for Acceptance due to:
then, to the extent of that delay, the Supplier will be entitled to, and Warambie will allow the Supplier, an extension to the Date for Delivery and/or Acceptance.
8.3 Notwithstanding anything to the contrary herein, in the event a Force Majeure event has a material adverse impact on the provision of Services or Goods for a period of sixty (60) days or more, Warambie may, by notice to the Supplier, terminate this Contract with immediate effect without any cost or liability whatsoever except for costs of Goods and Services performed up to the date of such Force Majeure event.
8.4 Except as otherwise provided by this clause, the Supplier has no entitlement to extra time or costs due to a delay or disruption to the supply of the Goods and Services.
9.1 Risk in connection with the Goods passes on Delivery in accordance with this clause.
9.2 Title, property and ownership in the Goods passes to Warambie upon payment of the Price.
9.3 After title passes, the Supplier must promptly remove any security interest and Warambie may register a security interest in relation to the Goods.
9.4 Each party waives its rights to any verification statements under s 157 of the Personal Properties Securities Act 2009 (Cth) (PPSA) and any other notices required under the PPSA, including but not limited to ss 95, 96, 117, 118, 120, 123, 125, 126, 128-135, 142 and 143, to the extent permitted at law.
9.5 Neither party may register, sell, hire, lease, assign rights to or dispose of any security interest in relation to Goods other than as permitted by these Terms and Conditions.
9.5 Neither party may register, sell, hire, lease, assign rights to or dispose of any security interest in relation to Goods other than as permitted by these Terms and Conditions.
10.1 The Supplier must indemnify Warambie , its employees, agents and subcontractors from and against all liability in respect of:
caused or contributed to by the Supplier save to the extent caused or contributed to by Warambie .
10.2 Before commencing the supply of any Goods and Services, the Supplier must obtain and maintain until the end of the Warranty Period (without limiting subclause 10.2(f)):
10.3 The Supplier must:
10.4 The Supplier must endeavour to ensure that all of the Supplier’s subcontractors effect and maintain insurance as required by clauses 10.2 (including as to amounts of insurance and type of insurance).
Intellectual Property means all intellectual property, including but not limited to, patents, copyright (including all copyright in software), registered designs, registered and unregistered trademarks, rights to have information kept confidential, processes, inventions, improvements, innovations, modifications and discoveries, right in ideas, formulae, algorithms, concepts, whether or not capable of being secured, registered or protected by any means.
11.1 Each party owns and retains title to all Intellectual Property created prior to, or independently of, the supply of the Goods and Services under this Agreement.
11.2 All Intellectual Property created or developed by the Supplier for the purpose of or in the course of supplying the Goods and Services vests in and becomes the property of Warambie .
11.3 If necessary for the provision of the Goods and Services, each party shall grant to the other an exclusive, non-transferable, royalty free license to use its Intellectual Property for the sole purpose of providing the Goods and Services under this Agreement and for no other purpose.
11.4 the Supplier shall not, without the prior written consent of Warambie:
11.5 the Supplier shall indemnify and keep indemnified Warambie from and against all liabilities in respect of any actual or alleged infringement of Warambie ’s Intellectual Property rights in connection with this Agreement.
12.1 The Supplier must not assign or subcontract any of its rights or obligations under these Terms and Conditions, without the prior written consent of Warambie .
12.2 The Supplier is responsible as agent for the acts and omissions of its contractors and their subcontractors.
12.3 Part 1F of the Civil Liability Act 2002 (WA) is excluded from these Terms and Conditions.
Termination for cause
13.1 Either party may terminate the Agreement effective immediately, by notice in writing to the other party, if:
13.2 If a party terminates under clause 13.1, each party will be entitled to their remedies at law as if the other party had repudiated the Agreement and the terminating party had accepted that repudiation and elected to terminate.
13.3 Upon receipt of a notice of termination under this Agreement, the Supplier must cease the supply of the Goods and Services as soon as practicable and in any event, not later than 7 days after receipt of the notice of termination:
Termination for Convenience
13.4 Warambie may, without cause in its sole discretion and for its own convenience terminate the Contract, or any part of it, on 14 days’ written notice.
13.5 If Warambie terminates the Contract, or any part of it, for convenience under clause 14.1, the Supplier will be entitled to be paid:
(a) the Price for any Goods supplied and Services performed in accordance with the Contract up to and including the date of termination only.
13.6 The entitlement set out in clause 13.5 is the Supplier’s sole and exclusive remedy in relation to a termination for convenience under this clause by Warambie and is not entitled to any other lost profits, revenues, opportunity or anticipated savings.
14.1 The Terms and Conditions will be governed by and construed in accordance with the laws in force in Western Australia.
14.2 The Supplier shall, in its dealings with its employees, have due regard to Commonwealth policies on employment, including equal employment opportunity, access and equity, affirmative action, occupational health and safety and workplace
A party’s failure or delay to exercise a power or right does not operate as a waiver of the power or right. A waiver is not effective unless it is in writing.
This contract will only be varied by written agreement between Warambie and the Supplier. Warambie and the upplier shall act reasonably in deciding whether to agree to a variation, as requested by the other party.
This contract does not create a relationship of employment, agency or partnership between the Supplier and Warambie .
18.1 Unless otherwise stated expressly, all rates and Prices under these Terms and Conditions and any Contract are exclusive of GST.
18.2 Warambie is not liable to pay any claim by the Supplier until it receives a valid tax invoice for the amount
This statement sets out the Trend 55 Pty Ltd as trustee for the Freycinet Family trading as Warambie Estate privacy policy in respect of personal information, which you may provide to WARAMBIE ESTATE. WARAMBIE ESTATE recognises that your privacy is very important to you and we are committed to promoting confidence in the manner in which your personal information is handled by us. The statement that follows explains how WARAMBIE ESTATE collects, uses, discloses and protects this information on the WARAMBIE ESTATE website.
WARAMBIE ESTATE is committed to supporting the National Privacy Principles (NPP) for the Fair Handling of Personal Information established by the Australian Federal Privacy commissioner and embodied in the Privacy Amendment (Public Sector) Act 2000. Our aim is to ensure that we comply with principles that form the basis of laws introduced to strengthen privacy protection for consumers. We believe that in ensuring that we comply with the NPP this statement will address any potential concerns you may have about how personal information you provide to us is stored, used and accessed.
WARAMBIE ESTATE receives and stores transaction information that you may provide from time to time. Wherever it is lawful and practicable, WARAMBIE ESTATE will endeavour to provide you with the option of not identifying yourself or not providing personal information when entering transactions with us. However, failure to provide the full and complete information we request may result in a limited ability on our part to offer or deliver complete services to you. No personal information is collected when you browse anonymously. Personally, identifiable information such as name and contact details (email addresses) are only collected when you make an enquiry. All other information will be requested from you directly. Information collected is kept for as long as it is needed to provide services and information requested by you. When your information is no longer needed for these purposes we will securely store that information and will only access for the purposes of referencing future applications for accommodation or for the provision of aggregated non-identifying information from State Government agencies.
We may use the information you provide to help inform you of other information or to comply with requirements under the law. We may share your information with other parties (such as suppliers or agents) who may provide various services to WARAMBIE ESTATE. These parties may be used to, amongst others, process orders, provide marketing support, provide IT support and services, provide services and products not available to WARAMBIE ESTATE, and pass information to strategic partners. WARAMBIE ESTATE does not permit these parties to use information about you for any other purpose than to perform the services that WARAMBIE ESTATE has instructed them to provide. All suppliers, agents and third-party companies must either sign a confidentiality agreement with WARAMBIE ESTATE before any personal information is disclosed by WARAMBIE ESTATE or have systems in place to meet the NPP. WARAMBIE ESTATE will not, without your consent, disclose personal information for any purpose (a Secondary purpose) other than for the main purpose (Primary purpose) of fulfilling our business commitments to you, except where:
(a) it is required or authorised by law or for purposes of law enforcement and matters directly related to law enforcement or the prevention of unlawful activity;
(b) the Secondary purpose is related to the Primary purpose (or directly related when sensitive information is involved) and there is a reasonable expectation that we would use or disclose the information in the circumstances;
(c) WARAMBIE ESTATE reasonably believes it is necessary to prevent any serious and imminent threat to any person’s life, health or safety or the public’s health or safety. WARAMBIE ESTATE will not otherwise disclose your personal information to any other party without your consent.
To provide you with a more informative online experience WARAMBIE ESTATE may use the online resources, from time to time, of suppliers, agents and business partners. Such services comprise links to third party sites that may promote additional services and products. In any such relationship WARAMBIE ESTATE takes all reasonable steps to ensure that these parties have and enforce an adequate privacy policy. Understandably, the privacy policy of a third party might be different to that of WARAMBIE ESTATE and it is advisable that you carefully review any third party’s privacy policy before using the third party’s products and/or services.
WARAMBIE ESTATE will use all reasonable endeavours to ensure that you only provide personal information in a secure environment and when the information is no longer needed it will be destroyed or permanently rendered anonymous. In conjunction with our key suppliers and agents, we operate secure data networks protected by a firewall and password protection system. We also take care to ensure that we have security measures in place to protect against the loss, misuse, unauthorised access, alteration, modification or disclosure of your user data under our control. Notwithstanding the fact that we take all reasonable steps to protect your personal data, we cannot guarantee the security of any data you disclose online. WARAMBIE ESTATE imposes strict rules on its employees who have access either to the databases that store your user information or to the servers that may host our services and while we cannot guarantee that any unauthorised access, disclosure, loss, misuse or alteration to your data will not occur, we will take all reasonable steps to prevent such unfortunate occurrences. You accept the inherent security implications of dealing online over the Internet and will not hold WARAMBIE ESTATE or its agents or suppliers responsible for any breach of security.
WARAMBIE ESTATE attempts to ensure that all personal information collected and stored in its database systems is correct and accurate. You may at any time request access to correct information we have collected from you and obtain a more in-depth explanation about how the information is used by contacting us through the website. Unless personal information is required for administrative or legal reasons, we will take all reasonable steps to meet your requests at the earliest possible opportunity and will endeavour to advise you of the outcome within 7 business days of receipt of your request. WARAMBIE ESTATE is committed to providing consumers with a fair and responsive system for handling and resolving complaints. You have a right to complain and to have your complaint handled efficiently. We believe that in receiving your complaint, we are provided with a valuable opportunity to improve the services we deliver to you and maintain your confidence in WARAMBIE ESTATE and our services. If at any time you wish to lodge a complaint in respect of the handling, use or disclosure of your personal information by WARAMBIE ESTATE you may notify us of your complaint via the following contact details: by contacting our WARAMBIE ESTATE via warambie@trend-55.com.
Subject to obtaining your prior consent, WARAMBIE ESTATE may use your personal information for the purpose of providing you with information you may find of interest, important changes to the functionality or content of our website, or information on new products or services to be offered by WARAMBIE ESTATE. If you do not wish to receive Marketing Communications, you may at any time decline to receive such Marketing Communications by selecting the appropriate option at the point of providing us with your personal information or by contacting us. We will not charge you for giving effect to such a request and will take all reasonable steps to meet your request at the earliest possible opportunity.
WARAMBIE ESTATE will use all reasonable endeavours to protect and keep confidential any personally identifiable information in its possession. If any confidential or personally identifiable information is accessed by a third party, whether by negligence or otherwise of WARAMBIE ESTATE, its agents, suppliers, contractors, related bodies corporate, affiliates or associated parties, to the extent permitted by law, WARAMBIE ESTATE is not liable for any loss, damage, costs, liability or other form of contribution. We are constantly improving the WARAMBIE ESTATE web site and the tools you can use to manage the data that you provide to us.
