MARGARET RIVER NATURAL SPRING WATER - TERMS & CONDITIONS

1. MARGARET RIVER NATURAL
These terms and conditions of sale (Terms) apply to Margaret River Natural Springwater Proprietary Limited ABN 86 661 457 503 located at PO Box 725 Margaret River Western Australia 6285 (hereby known as Margaret River Natural).

2. TERMS
This document sets out the Terms applicable to the agreement between the Customer and Margaret River Natural under which products may be purchased by the Customer from time to time.

3. COMMENCEMENT DATE
The commencement date of these Terms is the date the relevant form is signed by the Customer, or the date in which the products are purchased online by the Customer.

4. RESIDENTIAL AND COMMERCIAL TERMS
Margaret River Natural offers its Customers a subscription service to supply Products and associated Equipment to Residential and Commercial premises. The following Terms apply to the provision of these goods and services by Margaret River Natural to the Customer.

5. WARRANTY AND REPAIRS
(a) The Customer agrees to exercise due care to protect the Equipment and acknowledges that Margaret River Natural will have no obligations to repair or replace under the warranty in paragraph if the failure of the Equipment is a result of extraordinary wear and tear, any alteration or tampering with the Equipment or Product, or misuse, loss or damage of the Equipment or Product. In those cases, Margaret River Natural is entitled to charge the Customer the repairs or replacement of the Equipment or Product.
(b) To the full extent permitted by law, but subject to clause 21, Margaret River Natural excludes all other guarantees, conditions and warranties that apply to the Equipment or a Product or that would be implied into these Terms (whether by statute, general law, customs or otherwise).
(c) The Customer acknowledges that use of the Equipment is at their own risk, subject to clause 21. The Customer must ensure that the Equipment is insured against theft or loss.

6. PAYMENT TERMS
(a) The Customer must make payment by: For Commercial Customers: on account within fourteen (14) days of Invoice date, or as agreed upon by both parties, by credit card or EFT; or For Residential Customers: All items are to be prepaid via EFT or Credit Card.
(b) The Customer agrees that Margaret River Natural will endeavour to allocate all payments received as per the Invoice number specified by the Customer or alternatively, if no Invoice number is specified, then to the oldest Invoice first, however, ultimately in Margaret River Natural’s own discretion.
(c) The Customer agrees that Margaret River Natural may require that direct debit deductions be facilitated via a credit card.

7. OVERDUE PAYMENT
(a) The Customer agrees that any payments dishonoured or reversed by the Customer’s bank (made by direct debit, EFT or credit card) will be reimbursed by the Customer to Margaret River Natural including any fees or charges incurred by Margaret River Natural as a result of the dishonoured or reversed payment.
(b) The Customer agrees that any reasonable costs or disbursements incurred by Margaret River Natural in recovering any outstanding monies including pick up fees, debt collection agency fees, solicitor’s costs plus overdue interest charges calculated daily from due date, shall be paid by the Customer.
(c) The Customer agrees that at the conclusion of the Agreement, Margaret River Natural may set-off the amount of the Bottle Deposit against any amount owing to Margaret River Natural under the Agreement which has not been paid by the Customer within a reasonable timeframe.

8. PRICING
(a) The Customer agrees to pay for the Products supplied by Margaret River Natural as per the terms in Clause 6(a), including GST where applicable, at the price specified on the relevant form or at the revised price specified by Margaret River Natural according to clauses 8(b) and (d).
(b) Margaret River Natural reserves the right to adjust the price of Products during the Term, acting reasonably taking into account increases in the costs of Products to Margaret River Natural and the Consumer Price Index, by giving 28 days’ notice to the Customer of the price increase. If Margaret River Natural exercises this right, the Customer may terminate this Agreement for the reason of the price rise on 14 days' written notice.
(c) If purchasing certain Margaret River Natural spring water bottles, Margaret River Natural may require the Customer to pay a Bottle Deposit amount (as notified by Margaret River Natural to the Customer), which will be refunded by Margaret River Natural to the Customer at the conclusion of the Agreement, subject to clause 8(b) above.
(d) For Products which are subject to any container deposit scheme (or similar scheme) in any relevant state or territory (CDS) or which become subject to any CDS after the date of this Agreement, Margaret River Natural may increase the Customer pricing in response to any direct or indirect costs which may be incurred from time to time in connection with the CDS (including, for example, container deposit costs and handling fees) (CDS Fees). Any discounts, rebates or other incentives under this Agreement are to be calculated from a base that is exclusive of CDS Fees.

9. DELIVERY
(a) Margaret River Natural will deliver the Products to the Customer’s nominated premises and thereafter will deliver Products on a regular scheduled delivery cycle or as ordered by the Customer. In the event Margaret River Natural requires a modification to the delivery cycle, Margaret River Natural will contact the Customer and provide reasonable notice of, the revised delivery cycle.
(b) Margaret River Natural reserves the right to charge the Customer a delivery fee. This delivery fee will be exclusive of the Purchase Price and will sit separately in the applicable Invoice. The delivery fee may be reviewed and revised annually in line with price rises. (c) Should the Customer require delivery outside of the regular delivery cycle, additional charges may be applied at the discretion of Margaret River Natural, which will be disclosed to the Customer prior to the delivery.
(d) The Customer acknowledges and agrees that Margaret River Natural may impose minimum delivery quantities for certain Products as set out in the price list, and updated by Margaret River Natural from time to time, and subject to Margaret River Natural notifying the Customer 30 days in advance of any minimum delivery quantities which may apply.
(e) The Customer agrees to provide Margaret River Natural’s representative reasonable and safe access to its premises to allow the efficient delivery of Equipment and Products, and where applicable to use its best endeavours to have its empty bottles available for collection on its scheduled delivery day. Margaret River Natural may cancel a delivery at any time if safe and easy access to a property is not provided by the Customer, or if the safety of a representative of Margaret River Natural is in anyway at risk in the act of making a delivery, or if in the judgement of the representative of Margaret River Natural, the act of making the delivery will put the health or safety of the representative at risk.
(f) Margaret River Natural reserves the right to cancel a delivery if access to the premises will result in, or potentially result in, in the judgement of the representative of Margaret River Natural, the damage of property or vehicles belonging to Margaret River Natural.
(g) Margaret River Natural will take reasonable steps to deliver the Products by the Delivery Date to the Customer Premises. If Margaret River Natural is unable to do so, we will work with the Customer to minimise any impact to the Customer.
(h) Margaret River Natural may deliver the Products in instalments.
(i) Delivery occurs when the Products are unloaded from Margaret River Natural's transport at the Customer Premises.
(j) If the Customer has not paid for delivered instalments in accordance with these Terms, Margaret River Natural may refuse to deliver any further products.

10. SUPPLY OF PRODUCTS
(a) The Customer's order for Products is an offer by the Customer to Margaret River Natural, which Margaret River Natural may accept or reject, in its absolute discretion. A quotation by Margaret River Natural is not an offer.
(b) Any:
(1) quotation by Margaret River Natural;
(2) response by Margaret River Natural to a Customer enquiry; or
(3) order made by a Customer and accepted by Margaret River Natural, is not effective unless made in writing, and will be subject to these Terms.
(c) The Customer is responsible for correctly entering all information required to place an order for the Products. If Margaret River Natural accepts the Customer's order for Products, Margaret River Natural will sell, and the Customer will acquire and pay for, the Products in accordance with these Terms, current at the date the order was placed by the Customer. The price for the Products is calculated at the time of payment. Any changes to pricing will be in accordance with Margaret River Natural's price list and clause 8(b), (c) and (d).
(d) For the avoidance of doubt, if Margaret River Natural has entered into a separate written agreement with the Customer for sale of the Products: unless that other agreement specifies otherwise, these Terms apply in addition to the terms of that other agreement.

GENERAL TERMS
The following Terms apply to all Customers in relation to the provision of Equipment, Products and Services from Margaret River Natural to the Customer.

10. OWNERSHIP OF PRODUCTS
(a) Ownership of the Products will pass to the Customer once the Customer has paid Margaret River Natural the Purchase Price and any other monies that may be payable to Margaret River Natural, in accordance with these Terms.
(b) Risk in the Products will pass to the Customer on delivery.
(c) Until ownership passes to the Customer.
(1) the Customer must:
(A) hold the Products as fiduciary and bailee for Margaret River Natural;
(B) only deal with the Products as fiduciary (but not agent) of Margaret River Natural and in the ordinary course of the Customer's business; and
(C) hold any debts owing from sales under clause 16(c)(1)(B) for Margaret River Natural and assign such debts to Margaret River Natural.
(2) Margaret River Natural may retake possession of the Products if an Event of Default by the Customer occurs and may, for that purpose, enter any premises occupied by the Customer where those Products are held and remove those Products.
(d) If, at any time, Margaret River Natural wishes, or is required to, take any further step to protect its interest in the Products under this clause 16, for example by registering its interest, the Customer agrees to provide any reasonable assistance which may be required by Margaret River Natural for that purpose.

12. GOODS AND SERVICES TAX
(a) Terms defined in the GST Law have the same meaning in this clause 12 unless the context otherwise requires.
(b) Unless expressly provided otherwise, all amounts and other consideration payable under or in connection with these Terms (including the Purchase Price) are exclusive of GST.
(c) If GST is payable on a taxable supply made by Margaret River Natural to the Customer, Margaret River Natural may recover from the Customer the amount of that GST (GST Amount) in addition to any consideration otherwise payable or provided for the supply.
(d) The Customer must make payment of the GST Amount to Margaret River Natural at the same time and in the same manner as it provides the consideration, or any part of it, for the relevant supply subject to the Customer receiving a tax invoice on or before the due date for payment.
(e) If there is an adjustment event in relation to a supply which results in the amount of GST on a supply being different from the GST Amount, Margaret River Natural must issue an adjustment note to the Customer, and
(1) may recover from the Customer, by giving 7 days written notice, the amount by which the GST on the supply exceeds the GST Amount; or
(2) must refund to the Customer, within 7 days of becoming aware of the adjustment event, the amount by which the GST Amount exceeds the amount of GST on the supply.
(f) If a party is entitled to be reimbursed or indemnified under these Terms for an amount, the amount reimbursed or indemnified is reduced by the amount of GST for which the party has an entitlement to claim an input tax credit. For Business Customer, it is to be assumed that there is an entitlement to a full input tax credit on an acquisition associated with the reimbursement or indemnity, unless the party to be reimbursed or indemnified demonstrates otherwise before the date the payment is to be made.

13. CUSTOMER RIGHTS AND OBLIGATIONS REGARDING DEFECTIVE PRODUCTS
(a) The Customer must inspect the Products on or promptly after delivery.
(b) If the Customer becomes aware that any Products are Defective as at the time the Products are delivered, the Customer may make a claim against Margaret River Natural within 7 days of delivery.
(c) To the maximum extent permitted by law, and subject to clause 21, the Customer is deemed to have accepted the Products if it does not make a claim against Margaret River Natural in accordance with clause 13(b). Nothing in this clause excludes any requirement for Margaret River Natural to repair or replace Equipment or a Product under warranty.

14. IF THERE IS A FORCE MAJEURE EVENT
(a) If a party is, or is likely to be, affected in the performance of any obligation (other than an obligation to pay money) under these Terms by a Force Majeure Event and promptly gives the other party notice of that fact, then the first party is relieved of that obligation until the Force Majeure Event ends. In particular, where Margaret River Natural is the party affected, Margaret River Natural may:
(1) suspend delivery for so long as the Force Majeure Event continues; or
(2) reduce the quantity of the Products to be delivered.
(b) If the Force Majeure Event continues for more than one calendar month and an order for Products made under these Terms remains undelivered, either party may cancel that order.
(c) Neither party will have any claim against the other party for any Loss suffered as a result of any failure to fulfil an obligation relieved under this clause 19, including any delay or cancellation of orders.

15. MARGARET RIVER NATURAL'S LIABILITY
Subject to clause 16, to the maximum extent permitted by law:
(a) Margaret River Natural's liability for any Loss arising from any Defect, or non-compliance with a guarantee, condition or warranty, applicable to the Equipment or Products or any other goods or services supplied under these Terms is excluded.
(b) Margaret River Natural will not be liable to the Customer, whether under contract, tort, statute or in equity, arising out of or in connection with these Terms for any Consequential Loss.
(c) Margaret River Natural is not liable to the Customer for any Loss to the extent caused or contributed to by the act or omission of the Customer or the Customer's Personnel.

16. CONSUMER RIGHTS
In the event of the Equipment being lost or damaged while in the care of the Customer, the Customer agrees to reimburse Margaret River Natural in full for the reasonable costs of repair or replacement of the Equipment. This includes Margaret River Natural’s right to charge for lost bulk spring water bottles.
(a) Nothing in this Agreement is intended to exclude or limit any rights of the Customer under the Competition and Consumer Act 2010 (Cth) that cannot legally be excluded or limited.
(b) If the Competition and Consumer Act 2010 (Cth) or any other legislation provides that there is a guarantee in relation to any good or service supplied by Margaret River Natural in connection with these Terms and Margaret River Natural’s liability for failing to comply with that guarantee cannot legally be excluded then clauses 20 (a) and (b) do not apply to that liability.
(c) If Margaret River Natural’s liability for failing to comply with that guarantee cannot legally be excluded but may be limited, then Margaret River Natural’s liability for such failure is limited (at Margaret River Natural’s election) to:
(1) in the case of a supply of goods, Margaret River Natural replacing the goods or supplying equivalent goods, repairing the goods, paying the cost of replacing the goods or of acquiring equivalent goods or paying the cost of having the goods repaired; or (2) in the case of a supply of services, Margaret River Natural supplying the services again or paying the cost of having the services supplied again.

17. CUSTOMER INDEMNIFIES MARGARET RIVER NATURAL
(a) The Customer indemnifies the Indemnified Parties against, and must pay the Indemnified Parties on demand, the amount of any Loss which the Indemnified Parties suffer or incur arising out of or in connection with third party claims in relation to the Products which arise out of a breach by the Customer of these Terms.
(b) The liability of the Customer to indemnify the Indemnified Parties will be reduced proportionally to the extent that a negligent act or omission of the Indemnified Parties contributed to the Loss.

18. IF THERE IS AN EVENT OR DEFAULT
(a) In these Terms, Event of Default means the Customer:
i. fails to pay any amount that is due and payable by it under these Terms;
ii. commits a breach of these Terms which is capable of remedy but does not remedy the breach within 10 Business Days of notice by Margaret River Natural;
iii. commits a material breach of these Terms which is not capable of remedy;
iv. becomes, threatens to become or is in jeopardy of becoming Insolvent;
v. does anything that materially damages, or is likely to materially damage, the reputation, brand or goodwill of Margaret River Natural or its Related Entities;
vi. or any Customer Personnel endangers Margaret River Natural Personnel by engaging in conduct that would reasonably be considered as aggressive or threatening; or
vii. creates or permits to exist any security interest over any of the Products , unless Margaret River Natural is the secured party or the security interest is created by a security over all present and after acquired property of the Customer in circumstances where Margaret River Natural will have the first priority security interest over the Products. (b) If an Event of Default occurs, Margaret River Natural may, in addition to any other rights it may have at law and under other relevant clauses:
(1) cancel any orders for Products under these Terms which remain undelivered;
(2) terminate this Agreement in whole or in part by written notice to the Customer;
(3) require the Customer to immediately pay all monies payable under these Terms;
(4) enforce its security interest in any Collateral by exercising all or any of its rights under clause 16 (d) and this clause 23. (5) withdraw any credit facility provided by Margaret River Natural to the Customer, vary the Period of Credit, or vary the Credit Limit.

19. THE CUSTOMER'S RIGHT TO CANCEL ORDERS
The Customer may terminate this Agreement or an order for Products if Margaret River Natural:
(a) commits a breach of these Terms which is capable of remedy but does not remedy the breach within 10 Business Days of notice by the Customer;
(b) commits a material breach of these Terms which is not capable of remedy; or
(c) becomes, threatens to become or is in jeopardy of becoming Insolvent.

Where the Customer terminates an order for Products, it may only do so prior to those Products being delivered.

20. EQUIPMENT
The Customer:
(a) acknowledges that the placement of Equipment at the Customer’s Premises under this Agreement is a bailment and title to the Equipment remains with Margaret River Natural at all times;
(b) accepts the risk of loss or damage to the Equipment upon placement at the relevant Customer Premises;
(c) acknowledges that use of the Equipment by any person at a Customer Premises is at the Customer’s risk and responsibility (subject to clause 21);
(d) must provide any assistance reasonably required by Margaret River Natural for Margaret River Natural to take steps to protect its interest in the Equipment, including by registering its interest on the Personal Property Securities Register;
(e) must only use the Equipment to in relation to the dispensing and/or refrigeration of Margaret River Natural’s Products ;
(f) must not: modify or alter the Equipment in any way or remove any asset plates, trade marks or other markings;
allow any person other than Margaret River Natural’s authorised personnel to remove or relocate the Equipment, except with Margaret River Natural’s prior written consent, or in the case of an emergency, provided the Customer has given Margaret River Natural as much notice of such action as is possible in the circumstances;
(g) must do all things reasonably necessary to protect Margaret River Natural’s ownership of the Equipment and not do anything which might adversely affect Margaret River Natural’s ownership;
(h) must not part with possession or control of the Equipment at any time, or attempt to sell it;
(i) must provide at its own cost any services/utilities (e.g., power, water, or drainage supply) required for the Equipment to operate at the relevant Customer Premises and maintain those services/utilities in safe working condition in accordance with all applicable laws;
(j) must use the Equipment safely, in accordance with all applicable Laws and Margaret River Natural’s reasonable directions;
(k) must take reasonable care of the Equipment and protect it against theft, vandalism or unauthorised interference;
(l) must maintain the Equipment in a clean and hygienic condition;
(m) must inform Margaret River Natural, as soon as reasonably practicable, of any damage, defect, interference, fault or breakdown in performance of the Equipment;
(n) must insure the Equipment for full value against loss, damage, destruction, theft, accident or malicious damage, of any kind and however caused;
(o) must give Margaret River Natural or its nominees access to the Equipment upon reasonable notice, including to place, maintain, repair or remove the Equipment; and
(p) must give Margaret River Natural at least 30 days’ prior written notice if the Customer intends to change ownership, change or vacate the Customer Premises, or sell or otherwise dispose of its business, so that Margaret River Natural may remove the Equipment.
(q) The Customer must allow Margaret River Natural to remove the Equipment where Margaret River Natural has the right to remove the Equipment under these Terms, or at any time where Margaret River Natural has given that Customer 14 days’ written notice.
(r) The Customer may request removal of Equipment by giving Margaret River Natural 28 days’ written notice.
(s) The Customer must cooperate with Margaret River Natural during the removal of Equipment and ensure that it does not prevent removal in any way.
(t) The Customer acknowledges that nothing in this Agreement obliges Margaret River Natural to place any Equipment in any Customer Premises.
(u) In the event that any Equipment is lost or damaged while in the possession of or at the premises of the Customer, the Customer agrees to reimburse Margaret River Natural in full for the reasonable costs of the repair or replacement of the Equipment.
(v) If the Customer requests removal of the Equipment prior to the end of the Term, the Customer acknowledges and agrees that it will remain liable to pay for any and all outstanding invoiced amounts, any amounts payable by the Customer during the Term pursuant to this Agreement and the costs of collecting any such amounts from the Customer, which may be demanded as a debt due from the Customer to Margaret River Natural. This shall be in addition to any other right of Margaret River Natural pursuant to this Agreement or at law.

21. PRIVACY
(a) Margaret River Natural will ensure that all of its dealings with Personal Information in connection with these Terms comply with applicable Privacy Laws and Margaret River Natural’s Privacy Policy (as updated by Margaret River Natural from time to time).
(b) Margaret River Natural will use personal information about you which you or others have provided at any time in order to manage Margaret River Natural’s relationship with you. You agree to receive communications from Margaret River Natural (including by email and SMS) in connection with the supply of Products or services and operation of your account and, unless you opt out, also any other communications from Margaret River Natural, including business updates, reminders, surveys and marketing.

22. GENERAL
In the event of the Equipment being lost or damaged while in the care of the Customer, the Customer agrees to reimburse Margaret River Natural in full for the reasonable costs of repair or replacement of the Equipment. This includes Margaret River Natural’s right to charge for lost bulk spring water bottles.
(a) The Customer will not assign its rights under these Terms without Margaret River Natural's prior consent.
(b) If any part of these Terms is or becomes illegal, void or unenforceable, this does not invalidate the rest of the Terms.
(c) If an amount is payable by the Customer to Margaret River Natural, Margaret River Natural is entitled to set off that amount against any amount payable by Margaret River Natural to the Customer.
(d) Clauses 16 (Ownership will pass on payment and risk will pass on delivery), 17 (Goods and Services Tax), 20 (Margaret River Natural's liability), 21 (Consumer Rights), 22(Customer indemnifies Margaret River Natural), 26 (Personal Property Securities Act) and this clause 28 (General) survive the expiry or termination of this Agreement or the cancellation of orders under these Terms.
(e) These Terms are governed by and construed in accordance with the law of Western Australia and the parties submit to the jurisdiction of the Courts of Western Australia. The United Nations Convention on Contracts for the International Sale of Goods (Vienna 1980) is excluded.
(f) Margaret River Natural may subcontract its obligations without the Customer's prior consent.
(g) No claim or right of a party under these Terms shall be deemed to be waived or renounced in whole or in part unless confirmed in writing by the other party.
(h) The Customer will assist Margaret River Natural as reasonably required in the event of a product recall over Products the Customer has acquired from Margaret River Natural.
(i) Margaret River Natural and the Customer are independent contractors and not employees, partners or joint venturers.
(j) The Customer acknowledges and agrees that Margaret River Natural’s supply of the Products to the Customer Premises is for provision at no cost and/or retail sale at the Customer Premises. The Customer must only supply the Products to customers of the Customer Premises who are the end consumers of the Products and not at any time supply the Products to any person who will, or may, on-sell the Products to any other person.

23. RETURNABLE BOTTLES
Margaret River Natural will supply to the Customer Bulk Water Products in Returnable Bottles, the Customer:
(a) agrees that it will be required to pay to Margaret River Natural the amount of any Bottle Deposit specified in the Key Details;
(b) acknowledges that the amount of any Bottle Deposit will, subject to clause 10(c), be refunded by Margaret River Natural to the Customer following the expiry or termination of this Agreement, provided that all Returnable Bottles have been returned to Margaret River Natural;
(c) acknowledges and agrees that:
(1) title to a Returnable Bottle remains with Margaret River Natural at all times and that Returnable Bottles must be returned to Margaret River Natural once they have been emptied by the Customer; and
(2) risk of loss or damage to a Returnable Bottle passes to the Customer on delivery to the relevant Customer Premises;
(d) must have empty Returnable Bottles available for collection:
(1) on the next scheduled delivery day; or
(2) at such other delivery date otherwise agreed with Margaret River Natural in writing; and
(e) must pay to Margaret River Natural or Margaret River Natural may deduct from the Bottle Deposit
paid (if any):
(1) an amount equal to the replacement value of any Returnable Bottle not returned to Margaret River Natural; and
(2) the cost of repairing or replacing (to be determined at Margaret River Natural’s discretion, but acting reasonably) any Returnable Bottle that is returned to Margaret River Natural damaged.

24. DEFINITIONS
The following definitions apply in these Terms:
Agreement means the Agreement Form and these Terms.
Agreement Form means the form signed by the Customer
Approval means any permit, consent, authorisation, registration, filing, lodgement, notarisation, certificate, endorsement, permission, licence (including process licences), approval, authority or exemption by, or with, an Authority and including any condition or requirement imposed under any of the foregoing.
Authority means any government department, local government, governmental or statutory authority, or other party which has a right under a law to impose a requirement or whose consent is required in relation to these Terms.
Bottle Deposit means a refundable amount payable by the Customer to Margaret River Natural as set out in the Agreement Form, for the use of certain Margaret River Natural spring water bottles.
Business Day means any day other than a Saturday, Sunday or a public holiday in New South Wales.
Collateral means the Products, any proceeds of the Products, and any product or mass that the Products may be or become part of.
Commercial means for the supply of Products and installation of Equipment for commercial use by a company with an Australian Business Number (ABN).
Consequential Loss means any loss of profits, loss of revenue, loss of any contract value, loss of anticipated profit or damages for lost opportunity, or cost of finance.
Corporations Act means the Corporations Act 2001 (Cth).
Credit Limit means the amount of credit set out in the terms of the relevant agreement for a credit facility between Margaret River Natural and the Customer (if any).
Customer means any person who submits an order for Equipment or Products to Margaret River Natural.
Customer Premises means the premises of the Customer at which Products are to be delivered (and, where applicable, Equipment is to be installed) as specified by the Customer.
Customer Representative means an individual director, officer or employee of the Customer named in the Agreement Form.
Defect means an aspect of the Products that is Defective.
Defective, in relation to the Products , means that they: (a) do not comply with the requirements of these Terms; or (b) have an error, defect, fault, omission or malfunction.
Delivery Date means the date provided by Margaret River Natural to the Customer on which Margaret River Natural predicts it will deliver the goods.
Equipment means returnable spring water bottle/s, spring water cooler/s, bottle rack/s, pallets and other materials rented by the Customer from Margaret River Natural under the brands including Margaret River Natural Spring Water.
Force Majeure Event means an event which is beyond the reasonable control of, and without the fault or negligence of the affected party and/or its Personnel, and which results in the affected party being unable to observe or perform on time an obligation under these Terms, but specifically excludes: (a) lack of available shipping or transport; (b) failures of Personnel, suppliers, subcontractors, public utilities or
carriers; (c) any industrial action or labour disturbance; or (d) any event or circumstances which would
have been avoided or substantially mitigated by normal planning and prudent business management or
the relevant party exercising that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced party engaged in the same type of
undertaking under the same or similar circumstances.
GST is defined in the GST Law.
GST Amount is defined in clause 6(c).
GST Law is defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Indemnified Parties means Margaret River Natural, its Personnel and any Related Entities of Margaret
River Natural and each of their respective Personnel.
Insolvent is defined in the Corporations Act.
Invoice means the document provided by Margaret River Natural to the Customer upon delivery of the Products describing those Products and the Purchase Price.
Late Payment Fee means an amount calculated on a daily basis at a rate equal to 5% plus the Reserve Bank of Australia cash rate as at that day, for the period from delivery of the Products until the Purchase Price is paid and compounded daily.
Loss means any loss, damage, liability or obligation, tax, compensation, fine, penalty, charge, payment, cost or expense (including any legal cost and expense on a full indemnity basis) however it arises and whether it is present or future, fixed or unascertained, actual or contingent.
Period of Credit means the number of days within which, from the date of delivery of Products, the Customer is to pay for the Products, as set out in the terms of the relevant agreement for a credit facility
between Margaret River Natural and the Customer (if any).
Personal Information is defined in the Privacy Laws.
Personnel means officers, employees, agents, contractors and consultants engaged by each party (but does not include the other party) and, in the case of the Customer, includes its subcontractors and any employee of those subcontractors.
Premises means the premises of the Customer at which Products are to be delivered (and, where applicable, Equipment is to be installed) from time to time during the Term Privacy Laws means: (a) the Privacy Act 1988 (Cth); (b) any legislation (to the extent that such legislation applies to Margaret River Natural or the Customer or any other recipient of Personal Information) from time to time in force in any: (i) Australian jurisdiction (which includes the Commonwealth of Australia and any State or Territory of Australia); or (ii) non-Australian jurisdiction (to the extent that Margaret River Natural, the Customer or any Personal Information is subject to the laws of that jurisdiction), affecting privacy, personal information or the collection, handling, storage, processing, use or disclosure of data; and (c) any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments having the force of law, made or issued thereunder, as amended from time to time.
Products means any goods Margaret River Natural make available for sale and includes spring water, dispensers, cups and other
consumables or products and items.
Purchase Price means the price to be paid for the Products calculated by reference to Margaret River Natural's price list current at the time of delivery for the region in which the Customer's Premises are located and is the price stated as the Purchase Price in the Agreement Form or as later updated in accordance with these Terms. The Purchase Price includes, unless otherwise agreed or required by law, for any State or Territory which has a container deposit scheme in place, the amount of container deposits.
Related Entity means each person that is a subsidiary, holding company or related body corporate of a party.
Residential means for the supply of Products and installation of Equipment for private use.