DEFINITIONS AND INTERPRETATION
1. DEFINITIONS AND INTERPRETATION
In these terms and conditions:
(a) Agreement means the agreement between Home Based Salons and the Customer consisting of these terms and conditions and the Purchase Agreement;
(b) Claim includes any request, demand or entitlement in relation to, arising out of or in connection with this Agreement or any Supply;
(c) Customer means the party identified as the Customer on the Purchase Agreement;
(d) Delivery Date means:
(i) in relation to Goods, the date for delivery of the Goods, stated in the Purchase Agreement; and
(ii) in relation to Services, the date for completion of the Services, stated in the Purchase Agreement;
(e) Execution Date means the date the Purchase Agreement is signed by the Customer;
(f) Goods means the item(s) to be supplied by the Supplier set out in clause 3.1 of this Agreement;
(g) GST means the goods and services tax imposed under the A New Tax System (Goods & Services Tax) Act 1999 (Cth) and, unless otherwise defined in this Agreement, terms defined in that Act have the same meaning in this Agreement;
(h) Loss includes any losses, damages, liabilities and costs (including legal expenses);
(i) Purchase Agreement means the purchase agreement completed by the Customer and issued either in writing or electronically to Home Based Salons;
(j) Services means the services to be provided by the Supplier set out in clause 3.2 of this Agreement and any related services, functions or responsibilities not specifically described in the clause which are reasonably required for the proper performance and provision of such services;
(k) Supplier means the party identified as the Supplier on the Purchase Agreement;
(l) Supply means the Goods to be supplied or the Services to be performed and the whole of the works to be executed in accordance with this Agreement;
(a) Reference to:
(i) the singular includes the plural and the plural includes the singular;
(ii) a party includes the party’s executors, administrators, successors and permitted assigns;
(iii) a thing includes the whole and each part of it separately; and
(b) “Including” and similar words are not words of limitation.
2. PURCHASE AGREEMENTS
2.1 Conditions of Purchase Agreement
These terms and conditions apply to all Purchase Agreements issued by Home Based Salons.
2.2 Acceptance by Customer
Upon the Customer’s acceptance (whether in writing or by conduct) of the Purchase Agreement, the Customer agrees to the terms and conditions of this Agreement.
3. GOODS AND SERVICES
Upon receipt of the Purchase Agreement and subject to compliance with the terms of this Agreement, Home Based Salons will process the Purchase Agreement and provide to the Customer, the following Goods and Services:
(a) The “HBS SALON” is a modular design portable hair salon which offers the following goods:
I. HBS Work station;
II. HBS Basin;
III. HBS Colour bar;
(b) The “HBS basin” is a self-contained portable shampoo sink which offers the following goods:
I. HBS Basin
II. Shower head
III. Neck Support
IV. Water container
V. Waste container
VI. Water container trolley
(a) A “business and marketing information pack” which contains the following information to assist the Customer:
(i) Marketing and Salon Operation advice; and
(ii) Business Structure and Requirements advice.
(b) The Customer acknowledges and agrees that the information supplied in the business and marketing information pack is designed to assist the Customer only. It is provided without any warranty or accuracy, appropriateness or reliability of the information supplied. The Supplier does not accept any liability or responsibility for any Loss suffered as a result of the Customer’s reliance on such advice, recommendation, information, assistance or service. The Customer’s use of any of the information is at their own risk, and the Customer should not rely on the information supplied without first seeking independent legal, accounting and other professional advice.
4. PURCHASE PRICE AND PAYMENT
4.1 Purchase Price
The total purchase price of the Goods and Services is set out in the Purchase Agreement and is inclusive of GST. The purchase price for the Goods and Services include the following:
(a) All products and goods specified in the “HBS Salon” or the “HBS Basin”;
(b) Delivery to the Customer’s nominated address;
(c) Instructions on how to use and maintain the portable hair salon and or basin;
(d) Marketing and Salon Operations advice; and
(e) Business structure and requirements advice.
(a) The balance of the purchase price of $7000.00 for the “HBS Salon” must be paid in full within fourteen (14) days of the Execution Date or before the Delivery Date, whichever is sooner.
(b) The balance of the purchase price of $3000.00 for the “HBS Basin” must be paid in full within fourteen (14) days of the Execution Date or before the Delivery Date, whichever is sooner.
(c) The balance of the purchase price of $2000.00 for the “HBS workstation” must be paid in full within fourteen (14) days of the Execution Date or before the Delivery Date, whichever is sooner.
(d) The balance of the purchase price of $2000.00 for the “HBS colour bar ” must be paid in full within fourteen (14) days of the Execution Date or before the Delivery Date, whichever is sooner.
(e) Home Based Salons will grant a seven (7) day extension to the Customer for the payment of the purchase price upon a reasonable request in circumstances where the Customer has made an application for finance and finance is delayed.
(f) If the Customer defaults in payment or breaches the terms of this Agreement then it will be liable for all costs incurred by Home Based Salons and will indemnify Home Based Salons against any loss, liability, charge, expense or payment which Home Based Salons suffers, incurs or is liable for in respect of the recovery of monies owing by the Customer to Home Based Salons.
(a) Home Based Salons will deliver the Goods and Services purchased by the Customer to the Customer’s nominated address and on the Delivery Date specified in the Purchase Agreement, provided that full payment of the purchase price has been made.
(b) Home Based Salons reserves the right to make deliveries of the Goods and Services in whole or by instalments.
(c) Any failure on the part of Home Based Salons to deliver instalments within any specified time does not entitle the Customer to repudiate the terms of this Agreement with regard to the balance of Goods and Services remaining undelivered.
(d) The Customer is required to be present at the time of delivery to accept the Goods and Services.
(e) If, due to any act, matter or thing beyond the control of the Supplier, the address for delivery is unattended, delivery cannot otherwise be effected or the Goods cannot be dispatched, the Supplier, in its sole discretion, may store the Goods at the Customer’s risk and expense or take such other steps as it considers appropriate.
(f) The Customer shall be responsible for the acceptance of materials delivered by Home Based Salons.
(g) Home Based Salons will not be liable for any delay or failure to deliver if the delay or failure is a result from events or circumstances outside its reasonable control, including but not limited to any act of God, national or local emergency, acts of government, industrial disputes. Home Based Salons shall be entitled to a reasonable extension of its obligations.
6. TITLE AND RISK
6.1 Retention of Title
The Customer acknowledges and agrees that Home Based Salons reserves ownership and title of the Goods and Services until full payment of the purchase price has been made by the Customer in accordance with clause 4 of this Agreement.
Risk in the Goods and Services passes immediately to the Customer on delivery and from that time the Customer assumes all risk of loss and damage to the Goods and Services whether or not transfer of title occurs on delivery.
7. CANCELLATION AND RETURN OF GOODS
Once Home Based Salons has received the Purchase Agreement from the Customer, no cancellations will be permitted, unless with the written consent of Home Based Salons (in its sole discretion).
7.2 Return of Goods
Home Based Salons will, in compliance with applicable laws, take all reasonable steps to ensure the Goods and Services are in a fit and workable order. However, once the Goods and Services have been delivered, Home Based Salons will not accept any return of goods or provide a refund due to a change of mind.
(a) All Goods supplied by Home Based Salons are covered by such warranties as are specified by the manufacturer and supplied subject to product standards detailed by the manufacturer.
(b) Subject to any warranty or right imposed by the Competition and Consumer Act 2010 (Cth), or any other right which cannot be excluded by law, Home Based Salons gives no warranties regarding the Goods and Services. Where any warranty or right in connection with the supply of the Goods and Services is implied by law and cannot be excluded by law, Home Based Salons limits its liability for breach of that implied warranty or right to the fullest extent permitted by law.
(c) Home Based Salons Warranty will be VOID if the customer attempts to “fix” and or “Dismantle” and or “Replace” any of the goods supplied by Home Based Salons.
(a) Subject to clause 10, without prejudice to any other right or remedy, the Customer must indemnify and keep indemnified, Home Based Salons in respect of all Loss, costs, expenses, fees, claims, damages and liabilities suffered, paid or incurred by Home Based Salons or for which Home Based Salons is or may become liable by reason of, in relation to or in connection with the breach by the Customer of the terms of this Agreement.
(b) The Customer acknowledges and agrees that Home Based Salons is not responsible for any Loss arising from or incidental to the Customer’s use of the Goods and Services and the Customer must release and indemnify Home Based Salons from such Loss.
10. DISPUTE RESOLUTION
Any dispute between the Customer and Home Based Salons arising out of or in any way connected with the terms of this Agreement will be dealt with as follows:
(a) authorised representatives of both the Customer and Home Based Salons will try and settle the dispute by direct negotiation within fourteen (14) days of the dispute arising;
(b) if unresolved, the party claiming that there is a dispute will give the other party a Notice setting out the details of the dispute and proposing a solution;
(c) if the proposed solution is not acceptable to the other party within five (5) business days, each party will nominate a more senior representative, who has not had prior direct involvement in the dispute. These representatives will try and settle the dispute by direct negotiation;
(d) if the dispute is not resolved within fourteen (14) days of the senior representatives’ involvement, either party may elect to refer the matter to mediation; and
(e) If the dispute is not resolved by mediation, either party may commence legal proceedings.
Despite the existence of a dispute, the Customer and Home Based Salons will (unless requested in writing by the other party not to do so) continue their performance under this Agreement.
11. FORCE MAJURE
Home Based Salons will not be liable for any breach of contract due to any matter or thing beyond Home Based Salons’ control (including but not limited to, transport stoppages, transport breakdown, unavailability of stock, fire, flood, earthquake, acts of God).
A failure or delay by Home Based Salons to insist on strict performance of any of the terms of this Agreement does not operate as a waiver of any right or remedy which Home Based Salons may have.
(a) The Customer may not assign their rights and obligations under this Agreement without the prior, explicit, written consent of Home Based Salons.
(b) Home Based Salons at their sole discretion, may assign their rights and obligations under this Agreement.
The construction, validity and performance of this Agreement is governed in all respects by the law of Queensland and the Commonwealth. The parties irrevocably submit to the exclusive jurisdiction of the courts exercising jurisdiction there.
If any provision of this Agreement is held to be invalid or unenforceable for any reason, it will be severable and will not affect the remaining provisions of this Agreement.
16. ENTIRE AGREEMENT
16.1 Entire Agreement
To the extent permitted by law, this Agreement:
(a) embodies the entire understanding of the parties and constitutes the entire terms and conditions agreed upon between the parties; and
(b) supersedes any prior agreement (whether or not in writing) between the parties.
(a) Any variation to this Agreement, including any Purchase Agreement, must be in writing and signed by the parties.
(b) Under no circumstances will any terms or conditions contained in, or endorsed upon, any correspondence, invoices or documents issued by the Customer in connection with this Agreement or otherwise stated by the Customer in accepting or acknowledging a Purchase Agreement, be binding upon Home Based Salons or deemed to form any part of this Agreement.