Hema Maps - Retailer/Wholesaler Standard Trading Terms
Hema Maps - Standard Trading Terms
as at 1 August 2021
TERMS & CONDITIONS
HEMA MAPS PTY LTD (ABN 34 010 601 911) (HEMA MAPS)
In this document the following terms have the following meaning unless the contrary intention appears:
“Product” means the Products supplied by HEMA MAPS.
“HEMA Print Products” means the Products supplied by HEMA MAPS that are HEMA branded.
“Agency Products” means the Products supplied by HEMA MAPS that are Third party produced and branded.
“GPS Products” means any Personal Navigation or GPS device and associated accessories distributed by HEMA MAPS.
"GST" means goods and services tax, or value added tax, or any other tax which may be imposed on the supply from the Licensor to the Licensee as imposed by the applicable laws of the relevant territory.
“Intellectual Property Rights” means trademarks, service marks, trade names, domain names, logos, patents, inventions, design rights, moral rights, copyrights, database rights and all other similar rights in any part of the world and know-how, including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations.
- Unless otherwise stated, all prices are in Australian Dollars (AUD) and are inclusive of GST.
- The Recommended Retail Price (RRP) will be set by HEMA MAPS at the time of product release and may be varied during the product life cycle in line with market trends. A minimum 30 days’ notice of any RRP price variance will be given.
- The discount on RRP for the purchase of product will be agreed between the parties at the time of setting up the customer account. This will be subject to change from time to time with a minimum of 30 days notice.
- Standard payment terms are end of month plus 30 days from date of invoice.
- HEMA MAPS reserves the right to deny the release of goods to any account not in good standing. Normally the Customer’s account will be automatically placed on “stop” once the account is overdue.
- HEMA MAPS reserves the right to impose a credit limit on your account should we deem it appropriate.
- If GST or another tax is imposed on the supply from HEMA MAPS to the Customer, the Customer is responsible for payment of that tax.
- Accounts may be paid by cash, cheque, EFTPOS, direct deposit or credit card (Visa/MasterCard). When a credit card is used to pay an account subsequent to the time of ordering a surcharge may be charged. Payment by credit card at the time of ordering will not incur the surcharge. Customers are responsible for ensuring the account is paid in full, and as such need to allow for any bank charges or foreign currency conversion costs when paying the account.
- Failure by the Customer to pay any account by the due date shall be a breach of these trading terms. HEMA MAPS may, without prejudice to its other rights or remedies, charge interest on the amount outstanding on and from the due date at a rate of 4% per month including GST (if any) compounding daily or such lower rate as may be prescribed or determined as reasonable by law. You agree that this is a genuine pre-estimate of the loss or damage HEMA MAPS may incur as a result of your breach.
- If any account is in dispute, the undisputed portion of the account shall be payable without set off in accordance with the normal terms of payment as provided in clause 2.1 above. Payment of a disputed portion of any account may only be withheld by the Customer if written and detailed particulars of the dispute are sent to HEMA MAPS within seven (7) days of the dispute arising. Otherwise, the account is due in full and without set off or deduction in accordance with our usual payment terms as set out in clause 2 above.
- If GST or another tax is imposed on the supply from HEMA MAPS to the Customer, the Customer is responsible for payment of that tax.
- Once an order has been accepted by HEMA MAPS, we will do our best to provide the goods ordered in a saleable condition and within a reasonable timeframe. All claims of shipping errors or damaged goods must be made within seven (7) days of delivery, in each case quoting the relevant invoice number. For the avoidance of doubt, HEMA MAPS will only accept returns for goods under this clause or clause 4.
- Product will be shipped free into store (within Australia) for all orders over $150 ex GST. All overseas orders are charged shipping costs. HEMA MAPS may, at its discretion, amend the minimum order value required for free shipping where there are reasonable grounds due to distribution cost increases.
- If the Products are shipped to you outside of Australia, you are responsible for all freight, duties, taxes, customs charges, brokerage fees or other costs. You must comply with all laws that apply to the import or export of the Products.
- Return freight (including for warranty claims in GPS products) will be at the Customers expense.
- All sales are made on a firm sale basis unless prior special arrangements are made.
- Legal title to the goods supplied by HEMA MAPS does not pass until HEMA MAPS has received payment in full. Until payment is made in full, we may at any time recover possession of such of the goods for which payment has not been received. A document purporting to be signed by one of our employees, identifying the goods shall be conclusive evidence of our title thereto. Until payment is made in full, you agree to keep all goods HEMA MAPS have supplied to you as fiduciary for us and to store them in a manner which shows us as the owner, and to only to sell the goods in the usual course of business. This clause shall be read down to avoid it creating a charge.
- Notwithstanding that the property in the goods does not pass until payment is made in full, risk in the goods shall pass to the Customer on delivery.
- All HEMA MAPS owned point-of-sale display stands, racks and bins (non-disposable displays) remain the property of HEMA MAPS, and HEMA MAPS has the right to take possession of this display material at any time.
- The Customer will sell HEMA MAPS GPS Products only under the business name or names on this signed Terms of Trade Agreement.
- The Customer agrees to provide full service, training and frontline support to customers who purchase or enquire about GPS Products.
- The Customer agrees to ensure key staff members have HEMA MAPS GPS Product training so they can provide frontline support for customers wishing to purchase GPS Products.
- The Customer agrees to arrange prominent product promotion on its website for GPS Products including images, logo and website links to www.hemamaps.com.au.
- HEMA MAPS agrees to provide point of sale material for GPS Products including display stands, posters and product brochures.
- HEMA MAPS agrees to provide access to dedicated support staff and training materials.
- PRIVACY ACT
The products supplied by HEMA MAPS to you are supplied so that you may sell them directly to retail or wholesale customers either from the store located at the delivery address or from online stores that are the main part of, or an extension to your business and whose name is included on this signed Terms of Trade Agreement. Unless HEMA MAPS gives you our prior written consent, you must not redistribute, advertise or sell any of the goods (and to the extent permitted by law, any other product bearing the Hema name or brand in all or part) by mail order, direct marketing, at markets, at swap meets or party plans, or by online auction site or similar.
- GPS Products have a standard 12-month limited warranty.
- All warranty related issues should be addressed in the first instance by the retail outlet where the GPS Product was purchased, and in accordance with HEMA MAPS’s Warranty Policy.
- HEMA MAPS is under no obligation to provide a refund to a end-customer. All end-customer refund enquiries should be addressed by the retail outlet where the GPS Product was purchased.
- HEMA MAPS reserves the right to accept or reject a warranty or refund claim.
- Units cannot be returned to HEMA MAPS by either the end-customer or Retailer without prior Return Authorisation as outlined in Hema’s Warranty and Return Instructions.
- Hema®, Hema Maps®, Hema Navigator®, Hema Maps will get you there®, Hema GPS®, Hema Great Desert Tracks®, Hema Explorer®, Prepared to Explore.®, Map Patrol®, Hema 4WD Explorer® and the Hema logo are trademarks of HEMA MAPS.
- You acknowledge and agree that we, or our applicable licensors or suppliers, own and retain all intellectual property rights comprised in the products published by HEMA MAPS and/or supplied under all or any of the above brands, and that we own and retain all intellectual property rights in the content of our websites (www.hemamaps.com.au, www.hemamaps.com, www.hemamaps.com.au and hemax.com). Nothing in this agreement transfers or assigns to you any of those intellectual property rights.
- You must use every effort to safeguard all of our intellectual property and must promptly inform us of any actual or suspected improper use thereof. Without limitation, you must not by any means, copy, reproduce, scan, data mine or conduct automated searches of any of the Products or the data contained in them. You must not remove, obscure or interfere with any copyright, acknowledgment, attribution, trade mark, warning, disclaimer statement, rights management information or serial numbers in, on, or in any way connected with, the products supplied to you.
- Each party hereby represents and warrants that it has full power and authority to enter into and perform this Agreement, and that the person signing this Agreement on a party’s behalf has been duly authorised and empowered to enter into this Agreement.
- Except as provided for in this agreement (and those rights conferred by law which are not capable of exclusion or limitation) HEMA MAPS makes no representations, warranties or guarantees in relation to the Product, including warranties as to performance or fitness for purpose.
- To the maximum extent permitted by law, HEMA MAPS makes no representation about and accepts no responsibility for products published or manufactured by third parties (including but not limited to our suppliers) or for the accuracy of the information contained in products HEMA MAPS supply or as to the safety or condition of any road, passage or destination that appears in the products HEMA MAPS supply.
- To the maximum extent permitted by law, HEMA MAPS excludes all liability for any loss or damage whatsoever (including but not limited to loss or damage to property of whatever nature, consequential or punitive loss, or physical and psychological injury, and economic loss) that may arise in anyway in connection with the products HEMA MAPS supply or their use.
- If the Australian Consumer Law or any similar law implies a condition or warranty that cannot be excluded, our liability for a breach of that condition or warranty will be limited as determined by us in our absolute discretion to the replacement or resupply of the same or equivalent goods or services (as the case may be) or to the payment to you of the cost of the replacement or resupply of the same or equivalent goods or services (as the case may be).
- Our Manufacturer’s warranty includes the following statement “Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. 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 goods fail to be of acceptable quality and the failure does not amount to a major failure.” Should any claim for consequential loss be received from a end-customer in relation to a breach of the consumer guarantee on the goods supplied by HEMA MAPS, the Retailer must consult with HEMA MAPS prior to making any payout to the end-customer.
- If the Australian Consumer Law implies a condition or warranty that cannot be excluded, and such failure is considered to not amount to a major failure, HEMA MAPS at its absolute discretion will determine whether the goods presented for repair or replacement are replaced by refurbished goods of the same type rather than being repaired. Refurbished parts may be used to repair goods.
- The Customer must: act at all times in good faith towards HEMA MAPS; not make any representations or claims which are inconsistent with information provided by HEMA MAPS; not make any false, misleading or deceptive statements about the Product.
- Neither the Customer nor HEMA MAPS shall be entitled to assign or otherwise transfer any of their rights or obligations pursuant to this agreement without the prior written consent of the other party, and such consent should not be unreasonably withheld.
- Neither party will be liable for any failure or delay in its performance under this Agreement due to causes which are beyond its reasonable control, including an act of God, act of civil or military authority, fire, epidemic, flood, earthquake, riot, war, sabotage, failure of suppliers and governmental action; provided, however, no obligation to pay money shall be excused by reason of force majeure.
- No waiver of any right under the Agreement shall be deemed effective unless contained in writing, signed by both parties, and no failure or delay by either party in enforcing any right or remedy under the Agreement shall be construed as a waiver of such right or remedy or of any future exercise of such right or remedy, or of any other right or remedy, by such party.
- In the event that any provision of the Agreement is held by a government authority or a court of competent jurisdiction to be illegal, invalid or unenforceable, (in whole or in part), that provision shall to that extent and for that jurisdiction be deemed not to form part of the Agreement. The Agreement will then be amended and interpreted so as to best accomplish the objectives of the original provision, to the fullest extent allowed by the applicable laws, and the remaining provisions of the Agreement shall remain in full force and effect.
- The Agreement shall be governed by and construed under the laws of Queensland (Australia). The parties hereby irrevocably and unconditionally agree that the competent court in Queensland (Australia) shall have exclusive jurisdiction over all such disputes and claims.