Collécte provides an easy, seamless way to buy and sell pre-owned designer and vintage furniture and accessories online. Collécte offers a unique assortment of products online, presented in a highly curated manner at competitive prices. Collécte connects buyers with sellers to ensure the best retail experience for all parties.
Please read these Terms carefully before accessing or using the information and services available through the Website. By accessing or using the Website, you agree to be bound by the terms and conditions herein. Collecte may modify these Terms at any time, and such modifications shall be effective immediately upon posting the modified Terms on the Website.
1.1. In these Terms the following words and phrases have the following meanings:
(a) “Business Day” means any day which is not a Saturday, Sunday or a public holding in Melbourne, Victoria, Australia.
(b) “buyer” means an entity that purchases Goods from a seller by way of the Website.
(c) “Contract” has the meaning as defined in clause 2.1.
(d) "Corporations Act" means the Corporations Act 2001 (Cth).
(e) "Delivery" has the meaning as defined in clause 6.1. "Deliver" and "Delivered" have corresponding meanings.
(f) “Force Majeure Event” means any act, event or circumstance, other than a failure to pay:
(i) as a direct or indirect result of which, the party relying on it is prevented from or delayed in performing any of its obligations under these Terms; and
(ii) that is beyond the reasonable control of that party.
(g) “Collécte” means Collécte Pty Ltd (ACN 631 266 683).
(h) "Goods" means any goods supplied or to be supplied by Collécte to you from time to time.
(i) “GST” has the meaning given to that term in the GST Act.
(j) “GST Act” means the A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time.
(k) “Insolvency Event” means any one or more of the following events or circumstances occurring in relation to you:
(i) the commission of an act of bankruptcy as defined in the Bankruptcy Act 1966 (Cth);
(ii) being in liquidation or provisional liquidation or under administration;
(iii) having a controller (as defined in the Corporations Act) or analogous person appointed to you or any of your property;
(iv) being taken under section 459F(1) of the Corporations Act to have failed to comply with a statutory demand;
(v) being unable to pay debts as and when they fall due;
(vi) becoming an insolvent under administration, as defined in section 9 of the Corporations Act;
(vii) entering into a compromise or arrangement with, or assignment for the benefit of, any of your members or creditors; and
(viii) any analogous event or circumstance under the laws of any jurisdiction.
(b) “Invoice” has the same meaning as defined in clause 7.9.
(c) “Merchant Fees” means a cost charged by a merchant (including but not limited to a bank) when a payment is made with (including but not limited to) a credit card, charge card or debit card intended to cover the cost of accepting / processing such payment.
(d) "Order" means an order by you for the provision of Goods and/or Services by Collécte.
(e) “Outstanding Amounts” means all amounts due and payable by you to Collécte which remain outstanding past their due date for payment from time to time.
(f) “seller” means an entity that has engaged Collécte to provide sales and logistics services on their behalf.
(g) "Services" means any services supplied or to be supplied by Collécte to you from time to time.
(h) “PPSA” means the Personal Property Securities Act 2009 (Cth).
(i) "Terms" means these standard trading terms.
(j) "you" means a party requesting supply of Goods and/or Services.
(k) "Website" means the Collécte website including the online marketplace sales platform.
2. FORMATION OF CONTRACT AND EXCLUSIVITY OF CONDITIONS
2.1. You acknowledge that each and every Order submitted to Collécte:
(a) is a separate offer all or part of which Collécte may accept or reject at Collécte’s absolute discretion on behalf of the relevant seller; and
(b) to the extent accepted by Collécte, gives rise to a binding agreement between you, Collécte and the relevant seller for the supply of Goods and/or Services on these Terms ("Contract").
2.2. You acknowledge that the Website is a marketplace that allows Collécte to facilitate the sale of Goods directly between buyers and sellers.
2.3. These Terms replace any other terms previously in force between you, the seller and Collécte, subject to any specific written agreement between you and Collécte.
2.4. Collécte may vary these Terms between Orders by notice to you, which may be electronic or otherwise. Electronic notice may be given by posting the varied Terms on the Website in which case the variations take effect on posting. The varied Terms will only apply to Orders made after those variations have been notified. Your continued purchase of Goods and/or Services after such notification constitutes acceptance and will evidence your consent to the provision of those Goods and/or Services on these Terms as varied. Where separate discounts or incentives are offered, they incorporate these Terms.
3.1. Buyers must order the Goods from the Seller by submitting an Order to Collécte using the Website or such other means as notified by Collécte to you from time to time. It is your responsibility to ensure that all details in respect of the Order are correct, including by not limited to all contact information.
3.2. Once submitted, an Order cannot be cancelled, or Delivery deferred, without Collécte’s consent. If a buyer wishes to cancel an order or defer Delivery for any reason, they must contact Collécte immediately.
3.3. Collécte is not bound by an Order except to the extent Collécte accepts an Order, either by notifying you of that acceptance or by commencing performance of the accepted part of the Order.
3.4. You acknowledge and agree that Collécte gives no guarantee to you of the continued availability of any particular item advertised on the Website and will not be liable to you if the Goods are sold at any time prior to removal of the product listing from the Website. Accordingly, an Order may not be capable of satisfying, even if accepted by Collécte, in which case any payment made will be returned to the buyer.
3.5. Collécte provides no warranty to you that the services generally available through the Website will be uninterrupted or error-free, or that defects in the service will be corrected. You agree to indemnify Collécte for any loss that arises as a result of the unavailability of or errors in the Collécte Website, including but not limited to your inability to submit an Order.
3.6. Collécte may rely upon any notice, Order, or any other document which purports to have been transmitted or signed by or on behalf of a seller or buyer as the sender or signatory thereof and we shall have no duty to make any inquiry or investigation in respect of the same.
3.7. To the fullest extent permitted by law, Collécte is not obliged to accept any Order.
4. WARRANTIES AND ACKNOWLEDGEMENTS
4.1. You warrant that you or the person making an Order on your behalf has sufficient power and authority to enter into a Contract with Collécte and the seller on these Terms.
4.2. You warrant that no statement or representation made by you or on your behalf to Collécte prior to entering into any Contract with Collécte is misleading or deceptive in any respect, and you warrant that you will be truthful and accurate in your dealings with Collécte.
4.3. You warrant that you will, as soon as practicable, notify Collécte of any event including any pending or threatened event that could have an adverse effect on your ability to perform your obligations under a Contract or otherwise result in any previous statement or representation made by you or on your behalf to Collécte becoming untrue or incorrect.
4.4. You acknowledge and agree that all Goods sold through the Website are sold on consignment on behalf of the relevant seller. Accordingly, Collécte expressly disclaims any and all warranties and representations with respect to the Goods. Collécte does not produce, provide, endorse, or recommend any of the Goods made available through the Website. You may not assume that the participation of a seller in the services offered by the Website implies any such endorsement or recommendation. All buyers must undertake their own due diligence to satisfy themselves that the Goods offered and/or sold by any participating seller satisfy the required specifications.
4.5. You acknowledge and agree that the Goods are not new; they are used items being offered for sale by the relevant sellers. Collécte assumes no obligation to independently vet or investigate any item or the rights of any seller to sell any item or the quality or condition of the items offered for sale through the Website.
4.6. Whilst Collécte takes efforts to ensure that listings for Goods are for original pieces, it gives no guarantee to you that every listing represents an original item. You represent and warrant that you will not make any representations to any third party regarding the originality of the Goods on the basis that they were purchased from Collécte.
4.7. You acknowledge and agree that information published by Collécte is intended to provide general information in summary form on the Goods advertised based on information received by Collécte from the relevant seller. Collécte does not warrant the accuracy or completeness of such information. Collécte does not endorse or recommend any of the furniture, fixtures and other equipment advertised on the Website and strongly recommends that prior to entering into any agreement, that you obtain your own independent advice as appropriate. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services and other information provided through the Website or on the internet generally. In no event will Collécte be liable to you or anyone else for any decision made or action taken by you or anyone else in reliance upon any information contained on or omitted from the Website.
4.8. You acknowledge and agree that copyright in the material and trademarks on the Website are owned by Collécte unless otherwise indicated, and you agree not to infringe any intellectual property rights owned by Collécte, including by replicating or using the intellectual property without Collécte’s express permission.
4.9. You may download material from this Site for your personal, non-commercial use only, provided you keep intact all copyright and other proprietary notices. You may not modify, copy, reproduce, republish, upload, post, transmit or distribute in any way any material from the Website including code and software.
4.10. You acknowledge and agree that Collécte cannot and does not guarantee or warrant to you that files available for downloading through the Website or delivered via electronic mail through the Website will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.
4.11. You acknowledge and agree that you are entirely responsible if you do not maintain the confidentiality of your password and login name required to access the Website. Furthermore, you are entirely responsible for any and all activities that occur under your login name. You may change your password at any time by following the instructions. You may also change your login by contacting customer service. You may delete services attached to your registration at your convenience. You agree to immediately notify Collécte of any unauthorised use of your login name or any other breach of security known to you.
4.12. You indemnify and must keep Collécte indemnified against all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) that may be brought against Collécte or which Collécte may pay, sustain or incur as a direct or indirect result of your breach of this clause 4 or any other clause of these Terms.
5. COLLÉCTE’S PRICES
5.1. Goods are supplied at the price current on the date of supply which may differ from the price displayed on the Website. The prices for Goods on the Website are subject to alteration without notice.
5.2. Sellers have the option to set a reserve price for their item listed for sale. The reserve price is the lowest price the seller will sell their item for. Collécte will automatically accept any offer at or above the reserve price. If the offer is below the reserve price, then Collécte will automatically decline it.
5.3. Collécte may agree to discount these prices or provide rebates, incentives or other allowances to a buyer at Collécte’s discretion.
5.4. On the sale of Goods to a buyer, the amount payable to the seller will be transferred to the seller by Collécte, less all fees and charges, 48 hours after receipt of delivery subject to cancellation, return or refund of the Order in accordance with these Terms.
5.5. Unless otherwise stated in writing, all prices quoted are in Australian Dollars (AUD).
6. DELIVERY OF GOODS
6.1. Delivery of Goods is to the location identified as the delivery address notified by the buyer to Collécte, whether as part of the online order form or otherwise ("Delivery"), unless otherwise specified in writing.
6.2. You acknowledge that any Delivery times provided by Collécte to you are estimates only.
6.3. Collécte is not liable for any loss, damage or delay suffered by you or any third party arising out of late Delivery or non-Delivery of Goods.
6.4. Collécte reserves the right to make part Deliveries of any Order where applicable, and each part Delivery constitutes a separate Contract upon these Terms.
6.5. You must examine all Goods promptly on Delivery and notify Collécte within 48 hours after receipt of the Goods (“Inspection Period”) of any damage to or shortage in the Goods and of obvious defects of and shipping errors with respect to the Goods.
6.6. If you have not notified Collécte within the Inspection Period of any damage to or shortage in the Goods, then the Goods will be deemed to have been delivered in good condition and as ordered by you.
6.7. You may request to return, and receive a credit in respect of, any damaged Goods or shortage in delivery of the Goods in accordance with clause 8.
7.1. You must pay:
(a) the price of the Goods and/or Services supplied by Collécte as determined in accordance with these Terms;
(b) the price of the Goods and/or Services in advance before such Goods and/or Services are provided by Collécte unless Collecte agree to supply Goods and/or Services to you on credit in Collécte’s sole discretion;
(c) the agreed charges in respect of each item of Goods and each Service supplied by Collécte, including but not limited to Merchant Fees;
(d) all other charges agreed between you and Collécte from time to time;
(e) any applicable tax or other duties; and
(f) any other amounts owing under these Terms, without deduction or set-off, to Collécte within the relevant timeframe set out in these Terms.
7.2. You authorise Collécte’s third-party payment processor to initiate credit and debit transactions to purchase any item that you have agreed to purchase pursuant to an Order. You acknowledge and agree that Collécte will deduct our fees (commission) from the purchase price and all sellers expressly authorise the third-party payment processing parties to pay directly to us our fees due on each sale and purchase of Goods.
7.3. You will also be responsible for all taxes associated with your purchase, and you will indemnify and hold Collécte harmless from any claims arising from or relating to your failure to pay all such taxes. If you fail to render payment as prescribed for any transaction, the transaction will not be completed. You acknowledge and agree that our third-party payment processors may remit payment on your behalf to consignors and Collécte as soon as your transaction is processed and approved.
7.4. You agree not to stop payment on any transaction. In the event that you wish to cancel an Order pursuant to clause 3.2, do not stop payment on the transaction.
7.6. Unless Collécte expressly agrees to the contrary in writing, if one or more invoices are outstanding, all of the proceeds of any payment made by you (or on your behalf) shall be allocated and credited firstly to any late payment fees accrued on any outstanding invoices, secondly to the oldest invoice outstanding and then to each more recent invoice (in order from the oldest to the most recent) until all invoices are paid in full.
7.7. Subject to clause 7.8 and 7.9, you must pay for the Goods and/or Services in advance before Collécte is required to provide such Goods and Services.
7.8. If Collécte agree to supply Goods and/or Services to you on credit the following terms apply:
(a) unless another date is indicated on your statement or otherwise agreed by Collécte, all invoices must be paid within 14 days after the date of the invoice issued by Collécte in respect of Goods and/or Services provided, or to be provided, by Collécte;
(b) In relation to clauses 7.8(a):
(i) no discounts or incentives will apply to payments made after the due date; and
(ii) where the due date falls on a day that is not a Business Day, payments are due the prior Business Day.
7.9. For sellers, unless otherwise advised by Collécte from time to time, payment of all fees and charges to Collécte is made by way of deduction from the amount payable to the seller by Collecte on the sale of Goods on behalf of that seller. Payments will be made via electronic funds transfer (EFT) to your nominated bank account.
7.10. You are not deemed to have paid Collécte’s invoice for the supply of Goods and/or Services to you ("Invoice") until the entire amount due at any time by you to Collécte under that Invoice has been received by Collécte’s bank in immediately available funds.
7.11. If you object to any item or calculation on an Invoice, you must:
(a) notify Collécte of your objection in accordance with Collécte’s relevant policies and;
(b) pay the full amount of the Invoice less the disputed amount by the due date.
7.12. If you fail to give notice in accordance with clause 7.11 within 3 Business Days of receipt of the Invoice, you are deemed to have accepted the contents of the Invoice as being true and correct.
7.13. Collécte may take any objection made in accordance with clause 7.11 into account in a subsequent Invoice to you. Payment of subsequent Invoices from Collécte incorporating any adjustments by Collécte resulting from an objection constitutes a final determination of the objection as between you and Collécte.
7.14. Merchant Fees charged in respect of payment for an Order may be varied from time to time without notice.
8. REFUNDS AND RETURNS
8.1. To the extent permitted by law, Collécte will not accept the return of, or provide a credit in respect of, any Good unless:
(a) you requested to return the Goods within the Inspection Period relating to those Goods;
(b) prior written approval of the return of the Goods has been provided by Collécte (which will not be unreasonably withheld);
(c) the Goods (including packaging, if any) are in the same condition as at the date of Delivery;
(d) the Goods are returned via Collécte’s nominated carrier; and
(e) in the case of Goods Delivered in a damaged state or Goods Delivered other than in accordance with the Order, Collécte was given notice in accordance with clause 6.5.
8.2. Each item returned must be received in original condition, subject only to clause 8.1 and 1.1(e). Collécte reserves the right to deduct from any refund or credit an amount equal to the value of any damage that may have occurred not related to transportation. A refund of the purchase amount or a credit for the purchase amount, less any charges for which the buyer is responsible, will be processed upon confirmation that the item has been safely returned to either Collécte or the seller, as applicable.
8.3. Collécte will not charge a restocking fee in respect of Goods returned in accordance with clause 8.1, but we reserve the right to deduct outbound and return shipping charges from the buyer's original purchase price plus any taxes if applicable. For returns of Goods supplied to the buyer in one or more parcels that require opening in order to inspect the Goods, buyers will be responsible for re-packaging and shipping the Goods to be returned within three (3) Business Days from Delivery.
9.1. ln this clause 9:
(a) the expressions Consideration, lnput Tax Credit, Recipient, Supply, Tax lnvoice and Taxable Supply have the meanings given to those expressions in the GST Act; and
(b) Supplier means any party treated by the GST Act as making a Supply under a Contract.
9.2. Unless otherwise expressly stated and subject to clause 9.3 and 9.4, all prices or other sums payable or Consideration to be provided under or in accordance with these Terms are exclusive of GST.
9.3. There will be no GST added to any items sold on Collécte. All “Professional sellers” that are registered for GST and are required to charge GST, will have to add GST into their sale price. No GST can be added after the item is sold. By law, “Professional sellers” that are registered for GST have to declare and pay taxes on income earned from Collécte sales.
9.4. Regarding “Private sellers”, as the sale of the goods is fixed by the original owner and Collécte receives a commission for the sale, then the ATO considers Collécte to be acting as an agent for the original owner. Therefore, under this arrangement there will be no GST added to any items sold on Collécte by “Private sellers”. These prices do not include any other taxes, duties, fees or charges (including Merchant Fees).
9.5. If GST is imposed on any Supply made under or in accordance with these Terms, the Recipient of the Taxable Supply must pay to the Supplier an additional amount equal to the GST payable on or for the Taxable Supply, subject to the Recipient receiving a valid Tax lnvoice in respect of the Supply.
9.6. Payment of the additional amount must be made at the same time and in the same way as payment for the Taxable Supply required to be made in accordance with these Terms.
10. USE OF THE ONLINE STORE
10.1. While using the Website, you will not:
(a) violate any laws, third party rights, or our policies set forth on the Website;
(b) use the Website if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from the Website;
(c) fail to deliver payment for items purchased by you;
(d) circumvent or manipulate our fee structure, the billing process, or fees owed to Collécte;
(e) post false, inaccurate, misleading, defamatory, or libellous content (including in respect of personal information);
(f) distribute or post spam, chain letters, or pyramid schemes on or through the Website;
(g) distribute viruses or any other technologies that may harm Collécte or any other Website user or transaction participant; or
(h) harvest or otherwise collect information about items or other users, including email addresses.
(i) offer to buy or sell outside of Collécte, including sharing direct contact information prior to a purchase. All sales enquiries that originate from Collécte must be transacted through the Collécte website. For clarity, all payments for items where the enquiry originated from Collécte must go through the Collécte payment gateway on the site.
(j) Collécte may de-activate the account of any seller should it be determined that the seller is not acting in the best interests of Collécte. This may include misrepresenting Collécte to buyers, selling items directly to a buyer when the enquiry has originated from Collécte, sharing direct contact information with a Collécte buyer prior to a purchase, or otherwise behaving in a manner that may be deemed damaging to the Collécte business and brand.
(k) Should a seller actively sell an item simultaneously on Collécte and through other platforms, it is the seller’s responsibility to delist the item from Collécte (if sold through other platforms) within a reasonable time frame of less than 24 hours. Collécte reserves the right to delist items no longer for sale and may charge the seller an administration fee if the listings have not been managed in a manner deemed reasonable.
10.2 Should the seller misrepresent the condition of any listed item whereby the buyer receives the goods validated by Collécte as “not as described” in the listing in the online store:
(a) Further to clause 8. The seller is responsible for all return shipping costs. The seller must transfer payment for return shipping to Collécte within 48 hours of the being notified.
(b) Should the seller not transfer payment for the return shipping within 48 hours, Collécte reserves the right to pick up the item from the buyer and store it until the seller pays costs due. The seller remains responsible for all costs associated with the return delivery and storage at Collécte’ s storage facility. Should the seller not pay all outstanding costs within 30 days, Collécte reserves the right to retain the item, whereby they may re-sell the item or donate the item to charity.
(c) Should the buyer accept the “not as described” item at a reduced price determined as fair and reasonable by Collécte, the seller remains responsible for the commission payment calculated from the original sale price.
10.3 Should the seller actively sell an item simultaneously on Collécte and other platforms, it is the seller’s responsibility to delist the item from Collécte once sold within a reasonable time frame. Collécte reserves the right to delist items no longer for sale and may charge the seller an administration fee if the listings have not been managed in a manner deemed reasonable.
11. ALL CONTRACTS
11.1. You acknowledge that the Goods posted on the Website for sale are used and are being sold to buyers through Collécte on behalf of sellers. Accordingly, Collécte makes no warranties of any kind regarding the Goods.
11.2. If an amount is payable by Collécte to you under a Contract, or under any other account, arrangement or agreement between you and Collécte, Collécte is entitled to set off that amount against any amount you owe Collécte under another Contract or under any other account, arrangement or agreement where the parties to the Contracts or accounts are the same.
11.3. You acknowledge that Collécte may register any security interest in connection with these Terms for the purposes of the PPSA (including a security interest under a Contract) for whatever class or classes of collateral Collécte thinks fit. You consent to any registration by Collécte and may not make an amendment demand. You must do anything (such as obtaining consents, signing and producing receipts and documents, getting documents completed and signed and supplying information) which Collécte ask and consider necessary for the purposes of ensuring that each such security interest is enforceable, perfected and otherwise effective where applicable.
11.4. In relation to any security interest in connection with these Terms:
(a) Collécte need not give any notice under the PPSA (including a notice of a verification statement) in relation to a security interest in connection with these Terms unless the notice is required by the PPSA and cannot be excluded;
(b) Collécte need not comply with any of the provisions of the PPSA that would otherwise apply to the extent the law permits them to be excluded; and
(c) you may not exercise rights under sections 142 (redemption of collateral) or 143 (reinstatement of security interest) of the PPSA to the extent the law permits them to be excluded.
11.5. Everything you are required to do under clauses 11.3 and 11.4 is at your expense. You agree to pay or reimburse Collécte’s costs in connection with anything you are required to do under clauses 11.3 and 11.4.
12.1. In the event that:
(a) there is a breach by you of any of these Terms;
(b) any moneys payable to Collécte become overdue, or in Collécte’s reasonable opinion you will be unable to meet your payments as they fall due; or
(c) you are subject to an Insolvency Event;
then Collécte may, without prejudice to Collécte’s other remedies under these Terms or at law and without notice to you:
(d) cancel all or any part of any Contract which remains unperformed;
(e) require that all amounts owing to Collécte, whether or not due for payment immediately, be paid;
(f) cancel any rebates given to you and recalculate the outstanding Invoices on Collécte’s standard prices;
(g) continue with a Contract and recover all amounts outstanding under that Contract and damages suffered by or as a consequence of your failure to perform your obligations under that Contract;
(h) suspend all future Deliveries until all outstanding Invoices are paid;
(i) terminate a Contract in accordance with clause 14 and require payment in full for all Goods and/or Services supplied up to the date of termination, or require the return of those Goods, at Collécte’s election;
(j) suspend your account for any period that Collécte deem necessary or permanently cancel it; and
(k) where you have more than one Contract or account with Collécte for which you are liable (including any Contract or account for which you are jointly and/or severally liable):
(i) transfer overdue amounts owing on one Contract or account to any other Contract or account; and
(ii) take any of the steps specified in clauses 12.1(d)-((j)) (inclusive) in respect of any other Contract or account.
12.2. You will indemnify Collécte for all costs (including legal costs on a full indemnity basis), charges, commissions, fees and disbursements incurred by Collécte in recovery of any unpaid account, including charges for any dishonoured cheques received.
12.3. If you owe money in relation to any Contract, Collécte reserves the right to change or withdraw any discounts or incentives, and/or to remove any credit facilities provided to you under any other Contract you may have with Collecte.
13. RISK AND TITLE
13.1. Goods supplied by Collécte to you are at your risk immediately on Delivery.
13.2. Save for any Goods returned to Collécte in accordance with these Terms, or any short Delivery notified to Collécte in accordance with these Terms, all other Goods identified on the Invoice in respect of an Order are deemed to have been accepted by you "as is" upon Delivery.
13.3. Proper title to Goods supplied by Collécte to you under a Contract does not pass to you until all Goods supplied by Collécte under any Contract have been paid for in full as identified in clause 7.10.
13.4. Where you do not make payment in respect of all Goods supplied under any Contract, Collécte can elect to treat any payment as having been made first in respect of Goods which have passed out of your possession.
13.5. For the purposes of identification of different shipments of Goods purchased from Collécte and receipt of payment, you agree that the principle of “Last in, First Out” shall be applied to any items that cannot be distinguished.
13.6. If you sell or otherwise dispose of the Goods supplied by Collécte before title to them has passed from Collécte to you:
(a) that part of the proceeds of any sale or dealing as is equal to the amount outstanding to Collécte or, if the proceeds of sale or dealing are less than the amount outstanding to Collécte, the whole of the proceeds of sale or dealing (in either case, “Collécte’s Entitlement”) must be held by you in a separate identifiable account on trust for Collécte and must not be mixed with any other moneys held by you; and
(b) you must account to Collécte for Collécte’s Entitlement, until all your liabilities to Collécte have been discharged.
13.7. Without limitation to any other provision of these Terms, you have no right, and are otherwise not permitted, to sell the Goods or deal with the Goods if:
(a) an Insolvency Event occurs in relation to you or a guarantor of your obligations under these Terms or a Contract; or
(b) you are in breach of these Terms or a Contract.
13.8. You indemnify and must keep Collécte indemnified against all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) that may be brought against Collécte or which Collécte may pay, sustain or incur as a direct or indirect result of the exercise by Collécte of Collécte’s rights under this clause 13, except to the extent it is caused by Collécte’s negligence or wilful breach of these Terms.
14. TERM AND TERMINATION OF A CONTRACT
14.1. A Contract commences upon Collécte’s acceptance of an Order, in accordance with clause 2.1(b) and expires 7 days after the date of payment for the Order.
14.2. Collécte may terminate a Contract:
(a) at any time up to 14 days' notice, at Collécte’s sole discretion;
(b) if you breach any provision of a Contract and fail to remedy the breach within 7 days of receiving written notice from Collécte requiring you to do so; or
(c) immediately if an Insolvency Event occurs.
14.3. On termination of a Contract under clause 14.2(b) and 14.2(c), all amounts owing to Collécte on any account (whether the due dates have passed or not) become immediately due and payable.
14.4. On termination of a Contract under clause 14.2(b) and 14.2(c), all Orders (whether or not accepted by Collécte at the time of termination) will be automatically cancelled, except to the extent otherwise directed in writing by Collécte.
14.5. On termination of a Contract, Collécte retains rights against you in respect of any past breach, in addition to any other rights, powers or remedies provided by law.
14.6. All indemnities in a Contract are continuing and will not be released by Collécte’s neglect or forbearance or by a Contract being terminated or otherwise ceasing to operate.
14.7. Collécte will not be liable to you for any claims by you for any loss and damage for, or on account of, or arising from, any termination of a Contract under this clause 14 or for any suspension, withholding or retention by Collécte in accordance with clause 12.1.
14.8. Clause 4 survives termination of a Contract.
14.9. Time is of the essence to these Terms.
15. LIMITATION OF LIABILITY
15.1. Nothing in this clause 15 operates to exclude, restrict or modify the application of any implied condition or warranty, provision, the exercise of any right or remedy or the imposition of any liability, implied or conferred under the Australian Consumer Law (being Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any other statute, the exclusion, restriction or modification of which would:
(a) contravene that statute; or
(b) cause any terms of these Conditions to be void.
15.2. The maximum liability of Collécte arising under or in connection with the Goods and/or Services, a Contract or these Terms, (except in connection with Goods or Services of a kind ordinarily acquired for personal, domestic or household use or consumption, in respect of which the Collécte’s liability is not so limited under these Terms) in no case exceeds one or more of the following at the election of Collécte:
(a) in the case of Goods, repairing or replacing the Goods or supplying equivalent Goods, or payment of the cost of replacing or repairing the Goods or the costs of acquiring equivalent Goods; and
(b) in the case of Services, supplying the Services again or payment of the costs having the Services supplied again.
15.3. Except in relation to Non-excludable Obligations, to the maximum extent permitted by law:
(a) unless stated in these Terms, all warranties, conditions and representations, whether express or implied and whether in writing or oral, are expressly excluded and do not form part of these Terms or a Contract;
(b) Collécte is not liable to you for any loss, damage, liability, expense, injury or death sustained or incurred by you or any other party, including without limitation any loss of profits, or economic, special, indirect or consequential loss or damage, the supply, performance or use of any Goods or out of any breach by Collecte under any Contract incorporating these Terms, even if notified of the possibility of that potential loss or damage;
(c) where liability cannot be excluded, Collécte limits liability to the resupply (or at Collécte’s election, paying for the cost of resupply) of the relevant Goods and/or Services;
(d) Collécte accepts no liability in relation to or on behalf of third parties, including liability to your customers or liability for the manufacturers of Goods.
(e) if despite anything in this clause 15, Collécte is held or found to be liable to you for any matter relating to or arising in connection with a Contract, whether based on an action or claim in contract, tort or otherwise, the amount of damages that you will be entitled to recover from Collécte will be limited to the amount paid by you.
16.1. You consent to us collecting your personal information in order to provide you with Goods and/or Services you have requested. Without this information, we can’t provide Goods and/or Services under these Terms with you.
16.2. We may contact you with marketing material about Collécte and our related businesses that may interest you. We may disclose your personal information to our related companies and to third parties who provide Collécte with (or help Collécte provide) products and services. We may provide information to our information technology providers in locations outside your locations.
17.1. You must, at all times, comply with all Australian laws and regulations relating to the Goods and/or Services, including, but not limited to, the Therapeutic Goods Act 1989 (Cth) and any requirements or directions the Therapeutic Goods Administration.
17.2. You may not assign or otherwise deal with a Contract except with Collécte’s prior written consent.
17.3. Collécte may assign, otherwise deal or sub-contract the performance of the whole or any part of Collécte’s obligations under a Contract.
17.4. Collécte’s failure to insist upon strict performance of these Terms or any part thereof will not be deemed to be a waiver of any of Collécte’s rights or remedies under a Contract nor any rights arising out of your subsequent breach or default.
17.5. If any of these Terms are unenforceable, illegal or void then it is severed and the rest of these Terms remain in force.
17.6. Collécte’s obligations will be suspended during the time and to the extent that Collécte is prevented from or delayed in complying with those obligations as a result of a Force Majeure Event.
17.7. If Collecte is affected by a Force Majeure Event, Collécte must:
(a) as soon as reasonably possible after being affected, give you particulars of the Force Majeure Event and the manner in which Collécte’s performance of Collécte’s obligations will be prevented or delayed; and
(b) take reasonable steps to remove, overcome or minimise the effects of the Force Majeure Event, except that Collécte is not obliged to settle a strike, lockout or other lab Collécte’s difficulty.
17.8. You indemnify Collécte against all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) that may be brought against Collécte or which Collécte may pay, sustain or incur as a direct or indirect result of any one or more of the following:
(a) any material breach or non-performance of these Terms by you, including any breach of warranty;
(b) any breach by you of any consumer guarantee, warranty, right or remedy given by you expressly or arising by operation of the Australian Consumer Law or any other applicable law;
(c) any wrongful, wilful or negligent act or omission by you or by any of your employees, agents or contractors;
(d) the storage, handling or use of any Goods sold under or in connection with these Terms, except to the extent that the relevant action, claim, proceeding, demand, liability, loss, damage, expense or cost was caused by the wrongful, wilful or negligent act or omission of Collécte or of any of Collécte’s employees agents or contractors; and
(e) any injury or loss sustained by any person who is employed or engaged by you as an employee, agent or contractor for the purpose of (among other things) the performance by you of your obligations under these Terms and who suffers any injury or loss arising out of or in the course of such employment or engagement.
17.9. You will pay to Collécte and all of Collécte’s expenses including any legal costs (on a full indemnity basis), stamp duties and other expenses payable under these Terms incurred in connection with the enforcement of, or preservation of any rights under these Terms. Such costs, duties and other expenses may be recovered by Collécte from you as a liquidated debt. Any payments received by Collécte from you shall be applied firstly to any legal costs, duties and other expenses, then to late payment fees and the remainder to the balance of moneys owed by you.
17.10. Any agreement, deed, covenant, representation or warranty on the part of two or more persons under or in connection with these Terms or a Contract is for the benefit and responsibility of them jointly and severally.
17.11. To the extent that there is any inconsistency between these Terms and any other agreement, these Terms will prevail.
17.12. These Terms prevail to the extent of any inconsistency, over the terms of any Order or Invoice or other arrangement between the parties and displace any contradictory terms or provisions.
17.13. These Terms, any Contract and any communications Collécte have with you regarding Collécte’s terms of supply (including without limitation Collécte’s pricing and discounts or incentives) are Collécte’s confidential information. You or your employees must not disclose this confidential information to any person (except to legal, financial or business advisers for the purpose of seeking advice relating to the terms and conditions), without Collécte’s prior written consent. You must notify Collécte immediately of any unauthorised use or disclosure of Collécte’s confidential information. Nothing in this clause prevents you from disclosing Collécte’s confidential information if you reasonably believe it is required by law (except this paragraph does not permit you to disclose or authorise the disclosure of any information under sections 275(1) and (4) of the PPSA unless section 275(7) of the PPSA applies), as long as you notify Collécte immediately when you become aware that such a disclosure may be required. This obligation of confidentiality will survive expiration or termination of these Terms and will continue until the information ceases to be confidential.
17.14. These Terms form the entire agreement on which Collécte is willing to trade with you and all or any previous agreements or understandings Collécte may have had with you are superseded by these Terms.
17.15. These Terms and each Contract will be governed by and construed in accordance with the laws of Victoria. The parties submit to the non-exclusive jurisdiction of the Victorian courts and any courts with appellate jurisdiction from the Victorian Courts.
17.17. References to laws and statutory instruments are references to those laws and instruments as amended or substituted from time to time.
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