Terms of service

This Contract is between RSPCA Victoria (RSPCA) and the customer (its successors and permitted assigns) (Customer) relating to any of RSPCA's products (Products) or its services including customer service and technical backup (Services) or transactions are subject to these terms and conditions of sale (Terms). Unless otherwise agreed in writing these Terms apply to and form part of all agreements for the supply of Products and related Services by RSPCA to the Customer (Contract).

1. Title

1.1 Subject to these Terms, legal and equitable title in the Products shall remain vested in RSPCA and shall not pass to the Customer until the Customer has paid the purchase price and all other moneys owed by the Customer to RSPCA in full. In the event of default by the Customer of any of these Terms, including the payment of monies due under these Terms, the Customer acknowledges and agrees that RSPCA may recover or retake possession of all or any of the Products supplied to the Customer, and the Customer hereby authorises and allows RSPCA or its representative, servant, agent or employee to enter without notice and at any time any premises where any of the Products are housed or stored for the purpose of retaking possession of all or any of the Products. RSPCA shall not be liable for any costs, losses, damages, expenses or any other monies or losses suffered by the Customer as a result of RSPCA taking possession of the Products.

1.2 Until payment in full the Customer agrees to provide adequate insurance for the Products and only to sell the Products in the ordinary course of its business. The Customer acknowledges and agrees that a sale of any Products for less than its cost price, is not a sale in the "ordinary course of business" and it will sell any such Products as fiduciary agent and bailee of RSPCA.

1.3 In the event that the Customer uses the Products in some manufacturing or construction process of its own or some third party, then the Customer shall hold such part of the proceeds of such manufacturing or construction process as relates to the Products in trust for RSPCA. Such parts shall be deemed to be equal in dollar terms to the amount owing by the Customer to RSPCA at the time of the receipt of such proceeds.

1.4 Risk passes to the Customer when RSPCA delivers the Products, either to the Customer's store, or to the specified carrier's depot.

1. Cancellation of Orders

RSPCA will generally accept cancellation of an order where;

1. a) The Product is a stocked item; or
2. b) Written advice of cancellation is received prior to despatch.

Cancellation of orders of Products which have been custom made, custom processed or made specifically to suit Customer specifications (Made to Order) and large quantity orders of Products (Project Lots), will result in the charging of all relevant costs to the Customer's account.

1. Prices

Prices quoted exclude GST. Prices listed in our price list are based on current all inclusive manufacturing costs, and are subject to variation without notice if such costs increase or decrease either before or after acceptance of any order. RSPCA will endeavour to provide 30 days notice of any price increases. Written quotes and contract prices will stay fixed for the duration of the stated period, unless otherwise negotiated. All orders are accepted for delivery on the condition that Products will be invoiced at the prices provided at the date of despatch.

1. Quotations

Unless otherwise specifically stated all RSPCA tenders and quotations: (i) are based on receiving an order; (ii) are effective for that quotation only; (iii) are valid 30 days from the creation date; (iv) exclude GST.

1. Payment Terms

Terms of sales are strictly payment upon order (unless RSPCA has an approved credit account with the Customer). Any expenses incurred by RSPCA in recovery of debts are to be met by the Customer. This will not apply in cases where non-payment of an account is entirely due to fault on the part of RSPCA. Should the Customer default in the payment of any monies due under these terms, then all monies due to RSPCA shall immediately fall due and payable and shall be payable on demand, and RSPCA shall be entitled to charge interest at the rate of 15% per annum on all overdue accounts from the due date to the actual date of payment.

1. Delivery

6.1 RSPCA attempts to process all orders within 2 to 3 business days (excluding weekends and holidays) after receiving the Customers order confirmation email. The Customer will receive another notification when the order has been shipped.

6.2 RSPCA reserves the right to withhold any delivery if the Customer is subject to any insolvency proceedings, or if RSPCA forms the opinion that the customer credit worthiness or credit standing has deteriorated significantly.

6.3 RSPCA will strive to ensure deliveries are made on time, however any times quoted for delivery are to be treated as estimates only and involving no contractual obligations.

1. Competition and Consumer Act 2010 (Cth) (CCA)
2. a) Where the provisions of the CCA apply, the provisions of these Terms will be read subject to the application of the CCA and in the case of any conflict, the provisions of the CCA will apply.
3. b) Nothing in these Terms is intended to limit or replace any rights of "consumers" as that term is defined under the CCA.
4. c) The Customer agrees that if the Customer buys any Products for the purposes of re-supply, manufacture or repair of other goods, the CCA will not apply to such supplies.
5. d) If the Customer on-sells any Products it agrees that it will not make any representations in relation to the Products which are not:

(i) contained on the packaging of the Products;

(ii) contained in any materials supplied by RSPCA;

(iii) set out in any applicable manufacturer's warranty; or

(iv) approved in writing by RSPCA. If the Customer on sells the Products to consumers who purchase them for the purposes of re-supply, manufacture or repair of other goods, the Customer agrees to contract out of the CCA in writing with those consumers.

1. e) The Customer agrees that it will indemnify RSPCA against any claim, liability or cost incurred by RSPCA as a result of any breach by the Customer of its obligations in clause 8d) above.
2. Warranty Claims

8.1 Except to the extent required by law, all consumer guarantees, representations, warranties, terms and conditions in relation to the Products and Services (whether implied or otherwise) are hereby excluded to the maximum extent permitted by law.

8.2 To the maximum extent permitted by law:

1. a) RSPCA shall not be liable in respect of any defective Products unless the Customer notifies RSPCA in writing of its claim within 14 days from delivery and gives RSPCA reasonable opportunity to investigate the claim. Failure to so notify RSPCA in this timeframe shall be deemed to be unqualified acceptance of the delivery;
2. b) despite clause 9.2a), RSPCA shall have no liability for, and will not accept any claims for Products which, after delivery pursuant to clause 1.4 of these Terms:

(i) are not intact and in original condition;

(ii) have been altered, improperly stored or handled or suffered damage or deterioration; or

(iii) have been affixed, used or applied in any way;

1. c) except as stated in these Terms, RSPCA shall not be liable for any losses or damages incurred by the Customer or any third party in relation to the Products or these Terms including any damage to property;
2. d) except as set out in these Terms, no other term, condition, warranty, representation and/or understanding whether express or implied, in any way extending to, or otherwise relating to or binding upon RSPCA, is made or given by or on behalf of RSPCA in respect of the Products.
3. e) RSPCA's liability to the Customer (and any party claiming through the Customer against RSPCA) for any claim for loss or damage (including legal expenses) made in connection with the Contract for breach of contract, tort (including negligence), under statute, in equity, at common law or otherwise shall be limited at RSPCA's discretion, to the following:
4. f) replacement of the Products or supply of equivalent Products, or repairing the Products, or crediting the Customer for the price of the Products as at the date of delivery, or paying the Customer the cost of repairing of the Products (with such cost having prior approval by RSPCA) where RSPCA has supplied Services, RSPCA's liability is limited to the provision of the Services again or payment of the costs of having the relevant Services provided again at RSPCA's option.
5. g) RSPCA will not be liable for any loss or damaged caused by the negligence of the Customer or any third party acting on behalf of the Customer. This includes any loss or damage caused by the supply by the Customer or third party acting on behalf of the Customer of incorrect manufacturing instructions, drawings or material specifications, and faulty installation or misuse of the Product by the Customer or a third party.
6. h) RSPCA will not be liable for any contingent, consequential, direct, indirect, special or punitive damages whether due to negligence or otherwise, and the Customer acknowledges this limit of liability and agrees to limit any claim accordingly.
7. Exclusions

Except if and to the extent applicable law requires otherwise the Customer agrees that:

1. a) without limiting or affecting clause 9.2d), no dealing between RSPCA and the Customer shall be or deemed to be a sale by sample;
2. b) it shall rely on its own knowledge and expertise in selecting Products for any purpose and any advice or assistance given by or on behalf of RSPCA shall be accepted at the Customer's risk and shall not be deemed to have been given as expert or adviser nor to have been relied upon;
3. c) RSPCA shall not be liable under these Terms in respect of any Products to the extent that any third party manufacturer is liable under a manufacturer's warranty for such Products (the benefit of which RSPCA will, to the extent possible, extend to the Customer); and
4. d) RSPCA shall not be liable nor responsible for any failure to comply with any requirements of the Customer or any other person (whether relating to manufacture, design, fabrication, installation and/or any other particular intended use of any Products and/or otherwise) which are not precisely and accurately communicated in writing directly to the appropriate personnel at RSPCA and accepted in writing by RSPCA prior to delivery of the Products under these Terms.
5. Returns

10.1 RSPCA will always endeavour to accept returns in order to offer the best service, however, except in the case of defective Products (in which case clause 8 of these Terms will apply).

10.2 RSPCA’s Online Shop accepts returns up to 30 days after delivery, if the item is unused and in its original condition, and we will refund the full order amount minus the shipping costs for the return. You can view more on RSPCA Victoria’s Return Policy here..

10.3 Despite any other provisions of these Terms (and except in the case of defective Products, in which case clause 8 of these Terms will apply) Products made to order (i.e Products that are not standard stocked items) are not returnable.

1. Default

11.1 The Customer will be in default if any of the following occurs:

1. a) Customer breaches these Terms; and/or
2. b) payments for the Products or Services has not been received by RSPCA by the due date of payment; and/or
3. c) the Customer is subject to any insolvency proceedings.

11.2 If the Customer defaults, RSPCA may:

1. a) treat the whole of the Contract and any other agreement with the Customer as repudiated and sue for breach of contract; and/or
2. b) claim the return of any Products in the Customer's possession where title has not passed to the Customer, and/or
3. c) refuse to supply any Products or Services to the Customer; and/or
4. d) without notice to the Customer withdraw or vary any credit RSPCA has provided to the Customer; and/or
5. e) without notice to the Customer make all monies owing by the Customer to RSPCA on any account immediately due and payable.
6. Personal Property Securities Act 2009 (Cth) (PPSA)
7. a) The Customer acknowledges and agrees that, by accepting these Terms, the Customer grants RSPCA a security interest over the Products and their proceeds (by virtue of the retention of title in these Terms) until such Products are paid in full and title has passed from RSPCA to the Customer.
8. b) The Customer undertakes:

(i) to provide to RSPCA on request all information reasonably required by RSPCA to register a financing statement or financing change statement on the Personal Property Securities Register; and

(ii) to advise RSPCA in writing of any proposed change to its name or address at least 7 days before the changes takes effect.

1. c) The Customer:

(i) waives its right to receive a verification statement in respect of any financing statement or financing change statement relating to the security interest;

(ii) waives its rights and, with RSPCA's agreement, contracts out of Customers rights under paragraphs (a), and (l) to (q) inclusive of section 115(1) of the PPSA; and

(iii) agrees that where RSPCA has rights in addition to those in chapter 4 of the PPSA, those rights will continue to apply and, in particular, will not be limited by section 123 of the PPSA.

1. d) The Customer must pay any costs incurred by RSPCA including all reasonable legal costs arising from any disputes or negotiations with third parties claiming an interest in any Products supplied to the Customer.
2. e) Unless the context requires otherwise, the terms and expressions used in this clause have the meanings given to them in, or by virtue of, the PPSA.
3. No Reliance

The Customer acknowledges and agrees that it has not relied on any prior representation or promises made by RSPCA except as set forth herein.

1. Force Majeure

RSPCA shall not be responsible for any delay or failure of performance occasioned or caused by strikes, riots, fire, insurrection, embargoes, failure or carriers, inability to obtain materials or transportation facilities, acts of God or of the public enemy, government tariffs and quotas, compliance with any law, regulation or other governmental or court order whether or not valid, or other causes beyond the control of RSPCA, irrespective of whether the cause could be alleviated by the payment of money, or the performance is prevented of delayed because of the failure of RSPCA's machinery, or failure of a supplier to RSPCA.

1. No Waiver

No failure or delay by RSPCA in exercising any right, power or privilege to which it is entitled shall operate as a waiver, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise. These Terms and obligations and acknowledgments hereunder may only be waived or modified by RSPCA by an agreement in writing between the parties hereto.

1. Severance

In the event of any part of these Terms becoming void or unenforceable, then that part shall be severed from and the remaining terms and provisions hereof shall remain in full force and effect.

1. Applicable Law

These Terms shall be governed by and construed in accordance with the laws of the State of Victoria, Australia. The parties hereby agree to submit to the non-exclusive jurisdiction of the Courts of Victoria and any court which may hear appeals there from.

1. Survival

The clauses in these Terms headed Warranty Claims, Competition and Consumer Act 2010 (Cth), Personal Property Securities Act 2009 (Cth), No Reliance, and Force Majeure shall survive the termination or expiration of the Contract.