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CONTACT:  MagEfekt

ADDRESS: Factory 28 / 73 Assembly Drive, Dandenong South 3175

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TERMS.
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Terms and Conditions

 

Magefekt Legal Statement

 

Magefekt Pty Ltd. (hereinafter “Magefekt”), maintains this site (“the Site”) for sales, education, communication and information purposes. You may browse and download material displayed on the Site as you wish. However, if you are a registered wholesale purchaser or reseller (“Purchaser”) you will have access to information via your own login portal that is not available for disclosure to the general public.  This registered wholesale client or reseller portal information is confidential and you cannot distribute, modify, transmit, reuse, repost or use it including the text, images, audio and video without Magefekt’s written permission.

 

Whether you are a customer or potential customer, contractor, partner, wholesale purchaser, reseller or other interested party, by accessing and browsing the Magefekt Website (the Site), you accept, without limitation or qualification, the Terms and Conditions listed below.

 

Terms and Conditions

 

1. You can assume that everything you see or read on the public pages of the Site is not copyrighted unless noted as such and may be used except as provided in these Terms and Conditions where written permission of Magefekt will be required.  Magefekt neither warrants nor represents that use by you of materials displayed on the Site will not infringe rights of third parties not owned by or affiliated with Magefekt.

 

2. Magefekt uses reasonable efforts to include accurate and up-to-date information on the Site but makes no warranties or representations as to its accuracy. Magefekt assumes no, and specifically disclaims, liability or responsibility for any and all errors or omissions in the content of the Site.

 

3. Use of the Site is at your own risk. Neither Magefekt nor any other party involved in creating, producing or delivering the Site is liable for any direct, incidental, consequential, indirect or punitive damages arising out of your access to, or use of, the Site. Without limiting the foregoing, everything on the Site is provided to you “as is” Without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. You should review your local laws for any restrictions or limitations regarding the exclusion of implied warranties. Magefekt also assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video or audio from the Site.

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4. Any communication or material you transmit to the Site by electronic mail or otherwise, including any data, questions, comments, suggestions, or the like is, and will be treated as, non-confidential and non-proprietary. Anything you transmit or post may be used by Magefekt or its affiliates for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. Furthermore, Magefekt is free to use any concepts, ideas, know-how, processes, or techniques contained in any communication you send to the Site for any purpose whatsoever including, but not limited to developing, manufacturing and marketing products using such information.

 

5. Images of people or places displayed on the Site are either the property of, or used with permission by, Magefekt. The use of these images by you, or anyone else authorized by you, is strictly prohibited unless specifically permitted by these Terms and Conditions or specific permission provided elsewhere on the Site. Your unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes and you will be liable for all costs, claims and damages related to such use.

 

6. The trademarks, logos and service marks (collectively, the “Trademarks”) displayed on the Site are registered and unregistered Trademarks of Magefekt Pty Ltd, its customers and others. Nothing contained on the Site may be construed as granting, by estoppel, implication, or otherwise, any license or right to use any Trademark depicted or displayed on the Site without the written permission of the Trademark owner. Your misuse of the Trademarks displayed on the Site, or any other content on the Site, except as provided in these Terms and Conditions, is strictly prohibited. Please be advised that Magefekt Pty Ltd, will aggressively enforce its intellectual property rights to the fullest extent of the law.

 

7. You are prohibited from posting or transmitting unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability or otherwise violate any law. Although Magefekt may from time to time monitor or review discussions, chats, postings, transmissions, bulletin boards and the like on the Site, Magefekt is under no obligation to do so and assumes no responsibility or liability arising from the content of any such locations, nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger or inaccuracy contained in any information within such locations on the Site. Magefekt will cooperate with any law enforcement authorities or court order requesting or directing Magefekt to disclose the identity of anyone posting anysuch information or materials.

 

8. Magefekt has not reviewed the sites linked to the Site or their content and is not responsible for the content of any other sites linked to the Site. Your linking to any other off-site pages or other sites is at your own risk.

 

9. Software from this Site may be further subject to Australian export laws, rules and regulations, as amended from time to time. No software from this Site may be downloaded or exported to countries where the Australian Government has established an embargo.

 

10. We may at any time revise these Terms and Conditions of this Site by updating the information contained in this section. You are bound by any such revisions and should therefore periodically visit this page to review the then-current Terms and Conditions to which you are bound. Standard Terms and Conditions of Sale Unless otherwise agreed to by Magefekt in writing, the following terms and conditions apply to all orders and shipments of any batteries, cells, components, systems, goods or other products (the “Products”) sold by Magefekt to any party (a “Purchaser”).  Prices and other terms and conditions are subject to change by Magefekt upon written notice.

 

Quotations and Order Confirmation:  Quotations made by Magefekt will not be binding until Magefekt has received acceptance from the Purchaser and issued an order confirmation. Supplier reserves the right to make minor modifications to  ordered products.  The order confirmation and these Standard Terms and Conditions of Sale constitute the agreement concerning the sale of goods between the parties, unless another written agreement has been executed by the parties and accepted by the Supplier.

 

Pricing: The purchase price is the amount listed in a Magefekt approved invoice, pro-forma invoice or order confirmation which supersedes all prior quotations.  If the order confirmation does not contain a purchase price, Magefekt’s standard price in force at the time of the delivery of the goods shall apply to the sale of goods. Magefekt is, however, entitled to adjust the purchase price if Magefekt’s total costs for the manufacture of the goods have been increased by circumstances beyond Magefekt’s control, such as increases in prices on raw materials and exchange rate fluctuations.  Prices are exclusive of Goods and Services Tax (GST), duties, or other such imposts unless otherwise stated. All taxes including Goods and Services Tax (GST), duties, excise or other charges imposed by governmental or quasi-governmental bodies, assessable on a product sold or furnished hereunder plus postage and handling are borne by Purchaser. All taxes outside Australia are the responsibility of the Purchaser.

 

Payment: The purchase price paid for any Products shall be made at the time of order or within 30 days of invoicing if Purchaser has received prior credit approval. In addition to any other right or remedy it may have, Magefekt shall be entitled to interest at a rate equal to the lesser of 1% per month or the maximum allowed by law on all overdue payments plus all costs and expenses of collection. All goods remain the property (even though the risk of loss may have passed to Purchaser) of Magefekt until payment in full has been made by Purchaser.

 

Shipping:  Standard shipping terms are: Ex Works (Incoterms EXW) Magefekt’s facilities.  Purchaser assumes the risk of loss from Magefekt’s facilities.  Purchaser is responsible for all costs of shipping, insurance, taxes, duties and other charges or imposts related to the delivery of the product.  Delivery dates are best estimates only, are not guaranteed and do not form a term of this contract unless delivery dates are specified and agreed to by Magefekt in writing. Delivery delay or default in any installment does not relieve Purchaser of its obligation to accept and pay for remaining deliveries. In no event shall seller be liable for increased manufacturing cost, loss in profits or goodwill or any other incidental, consequential, special or other damages or losses related to delayed shipments.

 

Force Majeure:  Orders are accepted on the condition that the following circumstances shall be considered beyond the control of Magefekt, and Magefekt will not be responsible for order cancellations or delays if they impede the performance of the contract or make performance unreasonably onerous. Those events include, without limitation: Industrial disputes, fires, war, weather conditions, general mobilization or unforeseen military mobilization to a similar extent, requisition, seizure, currency restrictions, insurrection and civil commotion, shortage of transport, general shortage of materials, government action or inaction, restrictions in the use of power and defects or delays in deliveries by subcontractors caused by any such circumstances referred to in this clause and any other circumstances beyond the reasonable control of Magefekt.

 

Inspection: The Purchaser shall inspect each shipment of product supplied. Claims for order deficiencies are waived unless presented to Seller in writing within ten (10) days of delivery of each shipment.

 

Product Returns:  Products will not be accepted for return unless Magefekt and the Purchaser have agreed to such return in writing (subject to Magefekt’s limited warranty terms and conditions) and the Purchaser has received a Returned Materials Authorization (“RMA”) number.  If Magefekt agrees to accept a return, unless otherwise agreed to by Magefekt in writing, the Purchaser will be responsible for all costs related to the return including, without limitation, shipping, insurance and restocking fees and costs.  Magefekt will not accept returns directly from Purchaser’s customer and all related correspondence and deliveries must include the RMA number in order to be processed.

 

Disclaimer of Warranty: Except as expressly set forth in this standard limited warranty, as it may be amended by Magefekt from time to time, Magefekt makes no warranties, express or implied, including, without limitation, any warranties of fitness for a particular use, purpose or merchantability.

 

Warranty and Limitation of Liability: Magefekt guarantees that supplied goods and products shall be free from defects which are proved to be solely due to the supplier’s workmanship and materials, for a period of twelve (12) months from

the date of delivery, unless:

 

(a) another warranty period is stated in the Magefekt’s quotation, order confirmation, pro-forma invoice or invoice. or;

 

(b) no warranty period is stated, in which case the product is sold “as is, with all faults”, in which case no warranty shall apply.

 

In no event shall Magefekt be liable for any incidental, special, delay, indirect, or consequential damages of any kind, including without limitation compensation, reimbursement or damages on account of the loss of present or prospective business, profits, expenditures, investments or other commitments, whether made in the establishment, development or maintenance of business reputation or goodwill, for loss of data, cost of substitute products, cost of capital, or for the claims of any third party, or for any other reason whatsoever, even if Magefekt has been advised of the possibility of such loss or damage. The Purchaser and its customers’ sole remedy for any breach of warranty claim will be replacement, repair or credit for the defective product sold by Magefekt.  if, notwithstanding the foregoing, Magefekt is required to pay damages, the maximum amounts Magefekt may be required to pay for any and all causes, whether for negligence, breach of contract, or otherwise, and regardless of the form of the action in the aggregate, shall be limited in amount to the payments made by the Purchaser to Magefekt for the specific products to which Magefekt’s liability relates.

 

The Purchaser has been informed that the items may malfunction or become unstable when subjected to (i) wet conditions, (ii) an impact force or shock greater than that set forth in relevant specifications, (iii) puncture or other event penetrating the battery, (iv) shorting of the battery; (v) over charging; (vi) over discharging (vi) temperatures outside the specifications of the operating capacity

of the battery or (vii) any other conditions different from those for which the itemswere originally designed, and that purchaser should take proper steps to protect the products and items inside the products from such conditions. Some states restrict the extent to which warranties may be disclaimed, it is Magefekt’s intent, and the Purchaser agrees through use of the Product, that this disclaimer shall be interpreted to allow for the maximum exclusion of liability and warranty allowed by applicable law. The Purchaser will forward promptly to Customers, at the request of Magefekt, any materials supplied by Magefekt relating to the Products, including but not limited to warranty and other Product information.  If the Purchaser believes the product is defective, they shall collect and provide Magefekt with all relevant information necessary to determine the cause of such purported defect.  If Magefekt and the Purchaser are unable to agree on the cause of the defect, the parties agree to submit the matter to an independent third-party to determine the cause. If they are unable to agree on that party, the matter will be submitted to the Victorian Small Business Commissioner (VSBC) for assignment of a mediator.

 

Intellectual Property: The Purchaser acknowledges Magefekt’s ownership of all right, title and interest in all of Magefekt’s trade names, trade marks and service marks, including without limitation the names or titles listed in this invoice (”Marks”).  The Purchaser acknowledges Magefekt’s ownership of all right, title and interest in all of Magefekt’s other intellectual property, including without limitation, patents, business processes, trade secrets, supplier information, customer lists, employee information and other proprietary information of economic benefit to Magefekt (“IP”).  The Purchaser shall not, directly or indirectly, register, apply for registration or attempt to acquire any legal protection for identical or confusingly similar Marks or any proprietary rights in its own name or take any other action which may adversely affect Magefekt’s right, title or interest in or to the Marks or the IP.  The Purchaser shall not use any of the Marks, or any confusingly similar Mark, in whole or in part, as part of the Purchaser’s business or trade name, or as part of an Internet URL used by the Purchaser, without the express prior written consent of Magefekt. The Purchaser shall not use, directly or indirectly, any of the IP for its own, or any third party’s benefit without the express written consent of Magefekt.  The Purchaser will refrain from soliciting employees, suppliers, business and contracts (“Business Contacts”) from sources not their own which have been made available to them through Magefekt without the express permission of Magefekt, for a period of five years. In addition, the Purchaser will maintain complete confidentiality regarding Business Contacts, and will only disclose such Business Contacts under mutual agreement and only after written permission has been received from the originator of the source. The Purchaser agrees not to circumvent or attempt to circumvent Magefekt or to circumvent any party or Business Contact who is, or may be associated directly, or indirectly with Magefekt.

 

Magefekt retains all right, title and interest to the IP.  The sale of a product furnished hereunder conveys no license by implication, estoppel, or otherwise under any proprietary or patent right of Magefekt covering any combination of the Products with other elements. Where a quotation or contract involves manufacture from drawings or specifications provided by the Purchaser to Magefekt, Magefekt shall be indemnified by the Purchaser against a claim or action, and any costs arising therefrom, which might be brought by a third party with respect to infringement of patent or proprietary rights of that third party. The Purchaser will represent, display and demonstrate Magefekt’s product and services fairly at all times, and will refrain from making any knowingly false or misleading statements, claims or representations with respect to Magefekt, Magefekt’s products or services, or any of Magefekt’s other resellers, partners or Affiliates. The Purchaser will maintain high standards of professionalism in marketing and using Magefekt’s products and services, and will refrain from an unethical conduct or any other conduct that tends to damage the reputation of Magefekt.

 

Export:  The Purchaser agrees to take any and all actions necessary to comply with applicable Australian export laws and regulations and other applicable foreign laws with respect to the Products in this invoice, including making determinations of final destination of Products licensed to Licensees if any Product may be re-exported or transferred to a location outside of Australia. The Purchaser agrees that any export or re-export of Product shall be done in accordance with Australian Export Administration Regulations. Diversion contrary to Australian Law is prohibited. The Purchaser agrees not to export or re-export Products to countries subject to applicable embargoes.

 

Changes:  These Terms and Conditions of Sale are incorporated in any contract, purchase order, invoice or acceptance between Magefekt and Purchaser. These terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for Product(s) which is subject to additional or altered terms and conditions will be null and void, unless otherwise specificallyagreed to in a written agreement signed by both the Purchaser and Magefekt.

 

Interpretation:  If any provision of these Standard Terms and Conditions of Sale shall, to any extent, be invalid or unenforceable, the remainder of these Standard Terms and Conditions of Sale shall not be affected thereby and each otherprovision of these Standard Terms and Conditions of Sale shall be enforced to the fullest extent permitted by law.

 

General:  The Purchaser acknowledges that he/she has read and understands these Terms and Conditions, and agrees to be bound by them, that it is the complete and exclusive statement of the agreement between the parties and supersedes all proposals, oral and written, Purchaser’s terms and conditions or purchase as laid down in Purchaser’s purchase order, if any, and all other communications between the parties relating to the product ordered hereunder. Modification of the terms and conditions for specific orders will be accomplished by agreeing to a modified version of the Terms and Conditions that embodies the special changes for a specific order. No waiver of a breach or a provision of these Terms and Conditions shall constitute a waiver of any other breach or provision. If any part of these Terms and Conditions is declared null and void, the remaining portions shall remain in full force and effect.

 

Acceptance:  By ordering any product from Magefekt, whether through the internet, telephone, facsimile or otherwise, the Purchaser agrees to be bound by these Standard Terms and Conditions of Sale, as well as any other terms and conditions contained propounded by Magefekt from time to time. Governing Law:  These Standard Terms and Conditions and any disputes or proceedings between Magefekt and Purchaser shall be governed by the laws of the State of Victoria, Australia.