TERMS & CONDITIONS1. General
1.1 Unless otherwise agreed in writing, these terms and conditions of sale (’the Conditions) apply exclusively to each Contract for the sale of goods or services (’the Goods’) by Gadiva Hair Extensions Ltd (’the Company’) to a purchaser of Goods (’the Purchaser’), (together ‘the Parties’). “Any additional or different terms or conditions proposed by the Purchaser are expressly objected to and will not be binding upon the Company unless specifically assented to in writing by the Company. Any order for, or any statement of intent to purchase hereunder shall constitute assent to these Conditions.
1.2 “Contract” means any order placed through email, the website, in store or any other method and accepted by the Company, together with these Conditions. Notwithstanding that a quotation has been made by the Company no Contract exists between the Company and the Purchaser until the Company accepts the Purchaser’s order in writing.
1.3 Consumer Contracts Regulations (formerly Distance Selling Regulations) do not apply for Business to Business contracts. Business Customers are defined as Sole Traders, Partnerships, Limited companies etc. purchasing goods from us by Internet, Mail Order, in Store, over the Phone or by Proforma Invoice for use at their business.
1.4 The Company reserves the right to amend our terms and conditions of sale without prior notice unless it is a significant change which would require the Purchaser to be notified.
1.5 Unless otherwise specified in writing by the Company, any quotation by the Company will expire 14 days from its date and may be modified or withdrawn by the Company prior to receipt of the Purchaser’s acceptance.
1.6 The headings used are for convenience only and shall not affect the interpretation of these Conditions.2. Accounts
2.1 The Company will only deal with the Purchaser and no other person.
2.2 We reserve the right to revoke your account at any time and for any reason without notice.
2.3 Accounts do not receive any further discounts other than what they already receive, this includes all discount codes or special offers that we may run unless specified otherwise.
2.4 Accounts are reviewed to ensure that they are active, consistently used, and meet our annual minimum spend of $3,000 (subject to change without notice) exclusive of GST and delivery. Failure to meet the criteria could result in your account being closed pending the outcome of the review.
2.5 The Company reserves the right to request additional evidence to verify long standing accounts details.3. Price and Payment
3.1 The price of the Goods (’the Price’) is the Company’s quoted price or if no price is quoted, the current list price of the Goods and is exclusive of GST, delivery, packaging, carriage, insurance and import duties which shall be paid by the Purchaser in addition to the Price. The Company reserves the right to increase the Price at any time to reflect any increase in its costs because of any factor beyond its control or any changes in delivery dates, quantities or specifications requested by the Purchaser or any delay caused by the Purchaser’s failure to provide adequate information or instructions.
3.2 The Company retains title to all Goods until paid for in full by the Purchaser.
3.3 Normal payment terms are that payment must be made at the time of ordering and only be in the name of the Purchaser.
3.4 All payments are subject to further manual security checks, during this process any orders made by the Purchaser may be refunded or cancelled due to security reasons without prior notice.4. Delivery
4.1 Delivery and dispatch dates quoted are approximate only and the Company is not liable for any delay in the delivery of the Goods.
4.2 If the Purchaser fails to take delivery of the Goods or fails to give adequate delivery instructions then, without affecting any of the Company's other rights or remedies, the Company may store the Goods until actual delivery takes place and charge for the reasonable costs (including insurance) of storage.
4.3 Any claim by the Purchaser relating to Products which is based on any defect in material or workmanship, a failure to correspond to the specification agreed in writing or for non or incorrect delivery (whether or not delivery is refused by the Purchaser) must be notified to the Company within three (3) working days from the date of delivery. If delivery is not refused, and the Purchaser does not notify the Company accordingly, the Purchaser is not entitled to reject the Goods and the Purchaser will be bound to pay the Price as if the Goods had been delivered in accordance with the Contract.
4.4 Delivery addresses cannot be modified or changed once the order has been placed.
4.5 If incorrect goods are received by the Purchaser, they must inform the Company within three (3) working days of receipt. The Purchaser must return the goods to the Company using a tracked and insured postage (which will be reimbursed by the Company) and upon receipt of the goods, the Company will return the correct intended goods to the Purchaser. No replacement or refund will be issued until the incorrect goods have been received by the Company. We full exclude liability for any consequential loss caused as a result of the incorrect goods being received.5. Risk and Property
5.1 Risk of damage to or loss of the Goods passes on delivery or, if the Purchaser wrongfully fails to take delivery, at the time when delivery is tendered.
5.2 Property of the Goods does not pass to the Purchaser until the Company has received full payment of the Price (plus GST and other applicable charges) and all other sums due to the Company from the Purchaser. Until property of the Goods passes to the Purchaser, it will hold the Goods on the Company’s behalf, and will keep the Goods separate from its goods and those of third parties, properly stored, protected, insured and identified as the Company’s property; and the Purchaser shall not pledge or charge the Goods by way of security or otherwise. Breach of any of the provisions of this Condition will result in all monies owing by the Purchaser to the Company (without prejudice to any other right or remedy) becoming immediately due and payable. The Purchaser is entitled to resell or use the Goods in the ordinary course of its business, subject to the following: If the Goods are resold by the Purchaser, the Purchaser hereby transfers to the Company its claims arising from the aforesaid resale in the amount of the invoice value of the Goods. As long as the Purchaser is honouring its payment obligations, the Purchaser shall, however, be authorized to collect its resale claim which has been assigned to the Company. Until title to the Goods passes to the Purchaser, the Company may require the Purchaser to return the Goods and, if the Purchaser fails to do so, the Company may repossess the Goods. The Purchaser hereby grants the Company an irrevocable right to enter, with or without vehicles, any premises for the purpose of inspecting or repossessing the Goods.
5.3 By removing any security tags from the product the Purchaser is accepting that they have received the goods, they are of satisfactory quality and fit for purpose. It is therefore important that the product is fully checked before removing it from its packaging and removing any security tags.6. Warranty
6.1 Except as set out below, the Company warrants that the Goods will correspond to their specification agreed in writing between the Company and the Purchaser and will be free from defects in materials and workmanship; and in case of delivery of services, the Company only warrants that they have been given with reasonable skill and care. All other warranties, conditions or other terms, whether express, implied, statutory or otherwise (including, but not limited to, merchantability and fitness for purpose) are excluded to the fullest extent permitted by law. This warranty shall not apply and shall terminate immediately if the fault or defects referred to herein cannot be proved to be a result of the Company’s failure under this Condition.
6.2 Such exclusions from warranty shall include (but not limited to) failure to use, mix, treat, process, apply, store, install, operate or maintain the Goods as instructed by the Company; colouring of the Goods including chemical treatments, toning and coloured shampoos; heat damage; discolouration and colour fading; use in chlorinated water, hard water with a high mineral content or products containing UV ingredients; normal wear and tear; use of the Goods other than for their agreed purpose; any defect in the Goods arising from a design, drawing or specification supplied by the Purchaser or on the Purchaser’s behalf or deficiencies resulting from other reasons beyond the Company’s control. No warranty claims may be made unless the Purchaser has paid the Price in full. Warranties shall also terminate immediately, if the Purchaser, in case of a defect, does not immediately take all appropriate steps to mitigate damages and notify the Company as stated herein. All descriptions, illustrations and data contained in any catalogues, price lists and/or other advertising or promotional material are intended by the Company only to present a general view of Goods described therein and none of such specifications, drawings, dimensions, weights, descriptions, illustrations or data shall form part of the Contract, except if otherwise agreed in writing between the Company and the Purchaser.
6.3 If any failure to meet the warranties under Condition 6.1 appears within the Warranty Period, the Purchaser shall promptly notify the Company. Where any valid warranty claim is made in respect of any of the Goods within the warranty set out in Condition 6.1, the Company can choose either to repair or replace the Goods (or the part in question) free of charge or alternatively, grant a credit or refund to the Purchaser the Price of the Goods (or a proportionate part of the Price) at the Company’s absolute discretion, but the Company shall have no further liability. The supply of repaired or replacement Goods by the Company pursuant to this Condition 6.2 shall not extend the duration of the Warranty Period. The Company shall not be responsible for costs of the dismantling and assembly of the defected Good, and/or removal or replacements of systems, structures or other portions of the Purchaser’s facility or reinstallation of any items.
6.4 The preceding sections of this Condition 6 set forth the exclusive remedies for all claims based on failure of or defect in the Goods provided under the Contract, whether such failure or defect arises before or during the Warranty Period and whether a claim, however, instituted is based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise.
6.5 To meet the warranties under Condition 6.1 the Purchaser agrees to use the correct and recommended aftercare products for the corresponding Goods and that they are purchased with or within 7 days of the Goods being purchased. The Company reserves the right to ask for proof of purchase in respect of any warranty claim.7. Returns and Refunds
7.1 An unwanted product can be returned for a full refund or exchange within 28 days of delivery as long as it’s still in its original, unopened packaging. This returns policy for unopened goods is in addition to your statutory rights.
7.2 All goods returned to the Company must be in their original, unopened packaging with all security tags still intact. Removal of any security tags from the Goods is an acceptance that they are fit for purpose and of satisfactory condition and are ineligible for return.
7.3 The Company reserves the right to charge the Purchaser a 10% restocking fee on the return of goods from Businesses or for goods that do not meet our returns criteria.8. Faulty Goods
8.1 If any of our products upon receipt appear faulty, the product can be returned to the Company for inspection. Please note all products should be returned in the original packaging and have their security tags intact. Any products removed from the packaging or their security tags tampered with will not be accepted back into stock and returned to the purchaser at their cost.
8.2 If the Purchaser believes the Goods to be faulty then they must notify and complete our complaints form immediately before any fault can be investigated and to prevent further wear and tear to the Goods.
8.3 The Purchaser agrees to return any Goods once requested from the Company within 7 days to prevent further damage occurring. The Goods should be packaged as requested as failure to do so may result in the Goods being returned to the Purchaser. Once received, goods will be tested, and the findings communicated to the Purchaser within 30 days.
8.4 The Company will not test any Goods that are excluded from warranty under Condition 6.2.
8.5 The Company require the goods to be returned in full before any refund, replacement or exchange is given for faulty goods.9. Limitation of Liability
9.1 The remedies of the Purchaser set forth herein are exclusive and the total liability of the Company, on all claims of any kind, whether in contract, warranty, indemnity, tort (including negligence), strict liability, or otherwise, shall not exceed 100% of the Price by which the Goods giving rise to the claim were sold to the Purchaser.
9.2 In no event, whether as a result of breach of contract, warranty, indemnity, tort (including negligence), strict liability, or otherwise, shall the Company or its subcontractors or suppliers be liable for loss of profit, revenue, business, contracts, opportunity, goodwill, use, production, anticipated savings, expenses, costs or similar loss; and/or or any special, consequential, incidental, indirect, speculative, punitive or exemplary loss or damage, or claims of the Purchaser’s customers for any of the foregoing damages and the Purchaser agrees to defend, indemnify and hold harmless the Company from any such claims of the Purchaser’s customers.
9.3 Notwithstanding the Conditions set out above, no Condition shall exclude or restrict the liability of the Company for breach of the statutory warranty as to title and quiet possession and nothing in these Conditions shall operate or be construed to operate so as to exclude or restrict the liability of the Company for death or personal injury caused by reason of the negligence of the Company.10. Force Majeure
10.1 The Company shall not be under any liability to the Purchaser for any failure to perform any of its obligations under the Contract where it is prevented by (i) reasons beyond its reasonable control including without limitation any act of God, war, riot, malicious damage, strikes or other labour disturbances, lockout, industrial action, government action, accident, breakdown of machinery, default of suppliers, fire, flood, storm, drought, tempest or similar event; or (ii) acts (or omissions) of the Purchaser.11. Intellectual Property
11.1 Where Goods are to be made by the Company to the Purchaser’s specification and/or design, the Purchaser warrants to the Company that such manufacture will not infringe the patent, copyright, design right, trade mark or other industrial or intellectual property right (’IPR’) of any person and undertakes to indemnify the Company from and against all losses, damages, costs and/or expenses (including legal fees) awarded against or incurred by the Company in connection with any claim for infringement of the IPR of any person as a result of use of the Purchaser’s specification.
11.2 All images remain the property of the Company and can only be reproduced with our express written consent.
11.3 Any trademarks or images must be immediately removed from any website marketing material or any other location upon request from The Company. Failure to do so will result in The Company taking legal action for trade mark infringement.12. Third Parties
12.1 Each Contract will only confer rights and benefits on the Purchaser and no third party shall acquire any rights or benefits under the Contract.13. Design Rights
13.1 The Company asserts that it will strenuously defend its design rights in any Goods that it has designed itself, whether or not such designs have been registered.14. Changes
14.1 The Company reserves the right, in its sole discretion and without incurring any liability to the Purchaser, to:
(i) alter the specifications or design of the Goods;
(ii) discontinue or limit the manufacture of any Goods;
(iii) cancel or limit the deliveries of any such Goods;
(iv) discontinue or limit the development of any new product, whether or not such new product has been announced publicly ;
(v) manufacture new good(s) having feature(s) which make any product wholly or partially obsolete;
(vi) substitute such altered products for the prior Goods in filling orders.
14.2 The Company shall use reasonable effort to provide the Purchaser with prompt notice of such decisions. The Company and the Purchaser shall then agree on the conditions pursuant to which any order(s) accepted by the Company before such notice shall be filled. The Company shall have no obligation to deliver any Goods deleted or modified pursuant to the above paragraphs, which is ordered by the Purchaser after the issuance of the aforementioned notice.15. The Company
15.1 The Company may perform any of its obligations or exercise any of its rights under these Conditions and each Contract by itself or through a subsidiary company. Any act or omission of that subsidiary will, however, be treated as the Company’s act or omission and the Purchaser shall have no rights or claims against the involved other subsidiary.16. Notices
16.1 Any notice given under these Conditions must be in writing, addressed to the registered office or principal place of business of the addressee or any other address as may at the relevant time have been notified as the correct address for service of documents. Any notice must be given by hand or sent by first class (airmail if overseas) registered delivery post. E-mail is not effective notice.17. Assignment
17.1 The Contract or any of its rights or obligations may not be assigned or otherwise transferred by the Purchaser without the prior written approval of the Company. The Company may, in part or in whole, assign, transfer or sub-contract all or any of its rights or obligations under the Contract.18. Waiver
18.1 Any waiver by the Company of any breach of the Contract by the Purchaser will not be treated as waiving any subsequent breach of the same or any other provision.19. Entire agreement
19.1 These Conditions and the documents referred to in them, shall unless otherwise expressly agreed in writing, contain the entire agreement between the Parties and no other agreements, representations, warranties, promises or understandings express or implied will bind the Parties or form part of a Contract. Each party agrees that it has not relied on, or been induced by, any representations of the other party not contained in these Terms and Conditions or the Contract.
19.2 If the provision of the Contract is determined to be void or unenforceable, this finding shall not render other provisions void or unenforceable, and the Company and Purchaser shall make their best endeavours to replace such provisions by a valid one, covering the original commercial intention as far as legally possible.20. Law and jurisdiction
20.1 The Contract is construed and shall be interpreted in accordance with the laws of Australia, applicable at the Company’s location. The rules on conflict of law shall be excluded. The place of jurisdiction shall be the court at the place of the registered offices of the Company. However, the Company is entitled to bring action against the Purchaser at the place of the Purchaser’s registered offices, in which case that country’s law shall apply, with the exclusion of that country’s conflict of law. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the above-mentioned courts and waives any right to object to any proceedings being brought in those courts.
21. Directors’ Liability
21.1 Where the Purchaser is a Limited Company, the Company Director(s), on acceptance of these terms and conditions, accepts personal liability for any amounts owing to the Company by the Purchaser.
Terms & Conditions of Sale updated - 03/07/2019