1. TERMS AND CONDITIONS
1.1 These terms and conditions (Conditions) are the terms governing any order placed with Modern Teaching Aids Pty Ltd ABN 98 000 628 786 and its Related Entities (we, our, us or MTA), to our customers residing in a country outside Australia (you), and will be incorporated by reference, deemed part of, and govern all Orders placed by you and accepted by us.
1.2 We reserve the right to review and amend these Conditions at any time by publishing an amended version of the Conditions on our website, located at the address: www.teaching.com.au (Website).
1.3 If you are a reseller, the MTA Terms and Conditions for Resellers will apply to you in addition to these Conditions.
2. FORMATION OF CONTRACT
2.1 Your placement of an Order with us constitutes an offer by you to purchase goods from us on these Conditions. We may accept or reject any Order in our absolute discretion. If we accept an Order, a binding contract between you and us will arise on these Conditions (Contract). The Contract may be amended only by written agreement between us and you.
2.2 Each Contract excludes any other terms and conditions (including but not limited to any alternative terms or variations to these Conditions purported to be made by you in the Request you submit to us).
2.3 If there is any inconsistency between these Conditions and an Order, the conditions in the Order will prevail to the extent of the inconsistency.
3. ORDER AND ACCEPTANCE
3.1 You may place an Order with us, by placing a request in the form and manner required by us from time to time (Request). Once you have submitted the Request, we will email you the Quote. We may refuse the Request for any reason. You must accept the Quote in writing (then, the Order) for the Order to become binding.
3.2 You are responsible for ensuring the accuracy of the details of your Order and acknowledge that the Order is irrevocable (and cannot be varied) unless we agree to a variation in writing.
4.1 We reserve the right to suspend or discontinue the supply of Goods to you. Our supply of Goods to you is subject to availability, some items maybe temporarily out of stock or not available in countries outside of Australia. If we are unable to supply the entirety of your Order, we will supply each Good that is available for delivery (subject to clause 4.2). Where the incorrect price or description was displayed by us, we reserve the right to suspend your Order.
4.2 From time to time Goods may temporarily be out of stock, in which case we will deliver the Goods to you when they become available for delivery (at no additional delivery charge to you). We may elect to cancel any Order for Goods which is: (a) below AUD 100.00 (ex GST); or (b) not reasonably available for delivery within 4 months from the date of the Order. We reserve the right to consolidate back order shipments with other Orders.
5. DESCRIPTION OF GOODS
5.1 We make no representation or warranty with regard to the accuracy, completeness or suitability of the information in our catalogues and on our Website. You should make your own enquiries to check if the information in our catalogues and on our Website is accurate, complete and suitable for your intended use. Details on our Website may change and vary slightly from the advertised image.
6.1 We will deliver the Goods to the designated address specified in the Order, unless agreed otherwise by us in writing. You are responsible for ensuring that you are capable of receiving the Goods at the time of delivery. We will presume that any person who identifies themselves as your representative and located at the designated address on the delivery date, has the authority to receive the Order on your behalf. We require all deliveries of Goods to be accepted by signature of your authorised representative, unless you have provided us with prior written authority to leave the Goods at your address. If no one accepts delivery of your Order at your address and you have not provided an authority to leave the Goods at your address, we may arrange for delivery at a different time. Our freight provider will make three attempts to deliver the Goods the subject of your Order, any subsequent successful delivery after our third attempt may incur delivery charges. If your personnel are not available to accept delivery of your Ordered Goods on the second delivery attempt, we may cancel the Order.
6.2 Import regulations differ in each country, it is your responsibility to know and understand your local import regulations and requirements. You are required to obtain all necessary licences, permits and documents required for customs clearance at the time you place the Order. MTA will not be responsible for any delay in delivery of Goods if there is any delay by you to provide these documents prior to shipping.
6.3 Any delivery fees charged for an Order will depend on (amongst other things), the type of Goods ordered, the country of your location, mode of transport and the size and weight of the goods.
6.4 If we are unable to supply the Goods in accordance with this clause 6, including without limitation as a result of a Force Majeure Event or otherwise, we will promptly notify you in writing of the anticipated extent and duration of our inability to supply. In no circumstances will we be liable or otherwise responsible to you for any loss you incur if we fail to deliver or are prevented from delivering the Goods to you by any estimated or confirmed delivery date.
6.5 Any date for delivery of the Goods is indicative and an estimate only. We shall make every reasonable effort to meet any delivery date(s) specified in the Order. We reserve the right to deliver your Order in instalments.
7. TITLE & RISK
7.1 Risk in the goods will pass from us to you in accordance with the applicable terms of trade that tie to the applicable Incoterm 2020 identified by us in the Order.If you are located in Singapore, alternative (domestic) terms of trade administered by our Singapore Branch may apply to you.
7.2 Title in the Goods shall not pass to you until both:
7.2.1 payment is received by us for the Goods; and
7.2.2 no other amounts are outstanding from you to us in respect of any other Goods supplied by us to you.
7.3 We can recover any Goods in respect of which ownership has not passed to you in accordance with this clause 7 at any time. You agree to, immediately following written request from us, allow us access to the Goods (and to such premises as are required to access the Goods) in order to facilitate such recovery.
8. PURCHASE PRICE
8.1 The purchase price for the Goods will be specified in the Order and will be quoted in Australian dollars (unless requested by you otherwise) (Purchase Price).
8.2 The Purchase Price will be exclusive of:
8.2.1 any Australian or other foreign country taxation, which may be assessed by Australia or any other country to be payable in addition to the Purchase Price;
8.2.2 any bank charges (including credit card surcharges);
8.2.3 any foreign currency conversion from Australian dollars to the currency applicable to you (to be assessed by us);
8.2.4 all delivery charges (including import duties, freight, carriage and related insurance);
8.2.5 any fees or expenses (including customs expenses) incurred by you in receiving the Goods;
8.2.6 any assembly, installation and rubbish removal service; and
8.2.7 are subject to alteration by us without notice from time to time, (together, Charges).
8.3 Discounts and promotions published in our catalogues, promotions and on MTA's websites are not applicable to international orders via our agents and distributors, orders through re-sellers or consolidators and MTA wholesale orders.
9. PAYMENT OF PURCHASE PRICE
9.1 We will issue an invoice to you for the total amount payable for the Goods (including all Charges). If you are located in Singapore, you will receive an invoice from our Singapore Branch. We reserve the right to invoice you for the Charges separately from the Purchase Price. Available payment methods will be presented by us to you in the applicable invoice.
9.2 Our invoice/s will be issued and payable by the due date in respect of every delivery regardless of if the entire Order has been or will be delivered, for any reason.
9.3 You must pay the invoice in full within thirty (30) calendar days of the date of the invoice, without deduction or set-off, or in accordance with credit terms agreed under a separate agreement by both parties. Any payment made by you may be applied by us in any manner we see fit.
9.4 Where any payment is not made by the due date, we may:
9.4.1 charge interest on any overdue portion from the date the payment was due until the date payment is made (both dates inclusive) at a rate equal to 3% per annum above the indicator lending rate for the time being advised by Westpac Banking Corporation (which the parties agree is a genuine pre-estimate of our costs and losses);
9.4.2 cancel or suspend any Order (both the one to which the payment relate(s) and any other Order) until you have paid the outstanding amounts; and
9.4.3 suspend credit on your account (if applicable).
10.1 You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. If you cancel an order of the Goods, you will be liable for any loss we incur, including but not limited to any loss of profits and any delivery costs if the Goods have already been dispatched.
10.2 If you notify us using the contact details set out below, of a fault or defect in the Goods within 12 months of delivery, then we will accept return of the Goods and at our discretion replace or repair the Goods, or provide a refund or a credit note for the equivalent amount paid by you.
10.3 Claims relating to a deficiency in the quantity of the Goods or damages on delivery should be notified to us within 7 days of delivery. For deficiency claims where we hold a proof of delivery, we may require you to supply a statutory declaration.
10.4 No returned Goods will be accepted by us (even if we agree for you to return Goods to us at our cost) if you have changed your mind; if they have been tampered with or misused by you or any other person; if the Goods are sold on a non-return basis; or if you have not previously notified us; or if you do not return the Goods to us within 30 days of our request for you to return the Goods (unless we advise you that you are not required to return the Goods to us); or if you have damaged the Goods; of if the fault, damage or defects is the result of fair wear and tear. A photographic image may be required to support your warranty claim. Where any of the conditions for making a claim have not been met, the Goods shall be returned to you at your expense.
10.5 For heavy or bulky items which cannot be returned to us, you must permit us to inspect the Goods upon request within 30 days of you notifying us of a fault, damage, default or non-compliance in the Goods. If you do not permit us to inspect the Goods, you are deemed to have accepted the Goods and are deemed to agree that the Goods are not faulty, damaged, defective or non-compliant.
11.1 MTA warrants the Goods to:
11.1.1 be free from material defects in design, material and workmanship; and
11.1.2 comply with all applicable statutory and regulatory requirements for selling the Goods in Australia, (MTA Warranties).
11.2 The MTA Warranties do not apply to any defect in the Goods arising from:
11.2.1 fair wear and tear;
11.2.2 you, or any third party, not taking sufficient care, willful damage or accident;
11.2.3 improper use or installation;
11.2.4 use of the Goods outside the specifications, or specific application, detailed in any MTA documentation (including on the Website) relating to the Goods; or
11.2.5 where the Goods have been repaired or modified by persons not authorised by MTA.
11.3 Your Warrant:
11.3.1 you have formed the opinion that the Goods will be suitable for your own requirements; and
11.3.2 that you have the authority to bind any entity on whose behalf you have placed the Order.
11.4 Without prejudice to your statutory rights, and except as set out in these Conditions, all warranties, conditions, guarantees or representations as to description, merchantability or fitness for a particular purpose, or other warranties, conditions, guarantees or representations, whether express, implied by statute or otherwise, oral or in writing, are expressly excluded.
12.1 We may terminate an Order or any contract, arrangement or understanding that MTA may offer to you for provision of Goods:
12.1.1 at any time by 30 days written notice to you;
12.1.2 immediately upon written notice, if a Force Majeure Event prohibit us or you from performing an obligation for a period of 10 days; and
12.1.3 immediately if a receiver, receiver and manager, provisional liquidator or administrator appointed to you or any of your assets or steps are taken to appoint any such persons, or if you are insolvent under any applicable law.
12.2 We will issue you an invoice in respect of any amount owing to us by you at the date of termination.
All guarantees, conditions and warranties of any type in relation to the goods are excluded to the maximum extent permitted by the law. Our liability for a breach of any guarantee, condition or warranty implied by law is limited at our option to the repair of Goods, or supply of a replacement, or payment of the cost of replacing the Goods or of acquiring equivalent goods or payment of the cost of having the Goods repaired, or re-supplying any services, or payment of the cost of re-supplying the services.
We may assign or otherwise deal with the benefit of any contract made pursuant to the Contract.
15. COPYRIGHT AND INTELLECTUAL PROPERTY
15.1 Our resources (including but not limited to catalogues, Website, text, graphics, logos, icons, sound recordings and software) are owned by us and our licensors and must not be copied or reproduced (in whole or in part) in any form without our express permission given in writing.
15.2 You acknowledge that all of the intellectual property rights (including copyright or trademarks used in our catalogue or Website) will remain vested solely in MTA or our licensors (as the case may be) and you will not obtain any right, title or interest in the Resources.
17. ENTIRE AGREEMENT
Unless agreed otherwise in writing between MTA and you, the Conditions exclude and supersede all prior discussions, representations and arrangements except to the extent a written agreement between MTA and you exists and is in force prior to the date of the Contract.
If any provision of this Contract is unenforceable, illegal or void, that provision is severed and the other provisions of this Contract remain in force.
Any notice to be given to a party under the Contract must be in writing and must be sent by post or email to the address of that party shown in the Order. Notice is deemed to have been given at the time it would have been received in the normal course of post if sent by post, or if otherwise given at the time it was actually received.
20. GOVERNING LAW
This Contract is governed by and must be interpreted in accordance with the laws of New South Wales, Australia and the parties submit to the exclusive jurisdiction of the courts of New South Wales, Australia.
21. CONTACT DETAILS
Our Customer Service Team can be contacted as follows:
Modern Teaching Aids Pty Ltd
Postal Address: PO BOX 6367, French Forest NSW 2086, Australia.
Call: +61 02 9907 5260 (available 7:00am to 6:00pm AEST).
Fax: +61 02 9938 0490 (available 7:00am to 6:00pm AEST).
AESTmeans Australian Eastern Standard Time (or if applicable, Australian Eastern Daylight Time).
Corporations Actmeans the Australian Corporations Act 2001 (Cth).
Force Majeuremeans any event including (amongst other things); natural disaster, riot or terrorist act, war, biological contamination, public health emergency and any resulting governmental actions, industrial action or government order (whether Australian or foreign) that is beyond the reasonable control of a party, was not caused by an act or omission of the party, and could not have been prevented, avoided, mitigated, remedied or overcome by the party taking steps a prudent and reasonable person would have taken in the circumstances.
goods means the goods the subject of an Order.
Incoterms 2020 means the rules created and published by the International Chamber of Commerce and in force on and from 1 January 2020.
Order has the meaning given in clause 3.1.
Related Entities has the meaning given to that term by the Corporations Act.
Singapore Branch means Modern Teaching Aids Pty Ltd ABN 98 000 628 786 as registered as a branch in Singapore, with unique entity number T20FC0039G and located at the address: 9 Raffles Place #27-00, Republic Plaza, Singapore 048619.
A reference to $ or dollar is to Australian currency; a reference to writing includes email; headings do not effect interpretation; a reference to a statue or other rule (including the Incoterms 2020) includes any regulations or other instruments (delegated legislation) and a reference to a statute or delegated legislation or a provision of either includes consolidations, amendments, re-enactments and replacement; a reference to time is a reference to the time in Sydney, New South Wales, Australia; a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, if the case of a trustee, includes any substituted or additional trustee and a reference to a document (including these Conditions) is to that document as varied, novated, ratified or replaced from time to time.