TERMS OF BUSINESS

  1. General
    1. Two Ants® is a registered Trademark of Tin Can Solutions Pty Ltd as trustee for Trend Trust.
    2. These Terms and Conditions apply to all dealings with Holster Shop to the exclusion of all others except to the extent which the terms and conditions of a Quote and an Authorisation are incorporated herein.
    3. The Holster Shop Terms and Conditions jointly with these Terms of Business form the full Terms and Conditions of trade with Holster Shop.
  2. Definitions
    1. Holster Shop is a business name and/or a web front name and/or registered brand of Tin Can Solutions Pty Ltd as trustee for Trend Trust ABN 63 823 747 590.
    2. Agreement means the rights and obligations of the Parties as described in these Terms and Conditions.
    3. Authorisation means written or verbal approval or a form signed by the Customer or duly authorised employee or agent that is taken to be an authorisation for Holster Shop to supplying product/s.
    4. Contract means the contract to supply goods between the customer and Holster Shop by the acceptance of a quotation by the Customer.
    5. Credit Period means cash on delivery or fourteen (14) days after an invoice has been sent, if a Credit Application has been completed and credit granted by Holster Shop.
    6. Customer means a person, or company and it's directors that is a party to this agreement who has agreed to be bound to these Terms of Business.
    7. Date means the day and time on which a particular action will be performed.
    8. Force Majeure means any circumstance beyond the reasonable control of either party that results in either party being unable to perform an obligation under this agreement either at all or within the time required including:
      1. acts of God, lightning strikes, earth quakes, floods, droughts, storms, tempest, mud slides, washaways, explosions, fires and any natural disaster;
      2. acts of war, acts of public enemies, terrorists, riots, civil commotion, sabotage and revolution and industrial disputes not caused by the Party affected by the dispute; and
      3. power failure.
    9. Goods means any tangible product/s and/or downloadable item/s supplied or offered to be supplied by Holster Shop.
    10. Parties means the parties to this agreement named as the Customer and Holster Shop.
    11. Personal Information means any personally identifiable information about the Customer including name, address, banking and financial details as described by the Privacy Act 1988 (Cth).
    12. Price means the price to be paid by the Customer for the goods Authorised and subsequently performed by Holster Shop.
    13. Purchase Order means an authorisation by the Customer to proceed with supply of goods on these Terms and Conditions.
    14. Quotation and/or Quote means the written price given by Holster Shop to the customer for the supply of goods.
  3. Interpretation
    1. In this Agreement, except where the context otherwise requires:
      1. the singular includes the plural and vice versa, and a gender includes other genders;
      2. another grammatical form of a defined word or expression has a corresponding meaning;
      3. a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this Agreement, and a reference to this Agreement includes any schedule or annexure;
      4. a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
      5. a reference to A$, $A, dollar or $ is to the currency of the Australia;
      6. a reference to a Party is to a Party to this Agreement, and a reference to a Party to a document includes the Party's executors, administrators, successors and permitted assigns and substitutes;
      7. a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;
      8. a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re enactments or replacements of any of them;
      9. the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;
      10. if a day on or by which an obligation must be performed or an event must occur is not a business day, the obligation must be performed or the event must occur on or by the next business day; and
      11. headings are for ease of reference only and do not affect interpretation.
  4. Obligations
    1. Holster Shop will:
      1. supply the goods to the Customer as provided in an authorisation form or pursuant to the Customers purchase order;
      2. use its best endeavours to supply the goods when required;
      3. supply the goods with the standard of care and diligence of a reasonably competent provider who supplies goods of a similar nature;
      4. invoice the customer according to an agreed price, a quote given to the customer within the quotes expiry date, or as per the Holster Shop website advertised price at the time of the order.
    2. The customer will:
      1. pay Holster Shop for all goods ordered and invoiced to the customer on or before the date due section of each invoice;
      2. notify Holster Shop within seven (7) days of any pricing discrepencies on an invoice; and
      3. notify Holster Shop in writing of any change of ownership of the customer within seven (7) days from the date of any change and indemnify Holster Shop against any loss or damage incurred by it as a result of the customer’s failure to notify Holster Shop of any change.
    3. The customer agrees:
      1. that payment of Holster Shop invoices for goods supplied is an essential term of all agreements between the customer and Holster Shop.
      2. that all invoices will be paid within the credit term specified on each invoice or Holster Shop reserves the right to refuse supply of further goods if any invoices remain unpaid.
      3. to pay to Holster Shop any deposit upon acceptance of any quotation supplied by Holster Shop.
    4. Should the customer neglect or refuse to pay the amount of any invoice by the due date then Holster Shop may at is discretion and without notice to the customer:
      1. suspend supply of goods until such payment has been received in full; and
      2. suspend or terminate any supply agreements or credit/trade accounts the customer has with Holster Shop.
  5. Holster Shop Rights
    1. Holster Shop reserves the right to charge the customer for any extra costs incurred by Holster Shop caused by the customer’s instructions, lack of instructions, interruptions, mistakes, changes to customer’s requirements, or expectations.
  6. Variations
    1. Where a written quotation has been provided by Holster Shop and accepted by the Customer and the Customer varies any conditions detailed in the quotation after accepting it, including but not limited to design, quantity, type, brand, colour, delivery time-frame or delivery location then Holster Shop will be entitled to vary the agreed price to take into account such changes and also be entitled to an extension of time to supply the goods where such changes impact on the time taken to complete the order.
  7. Consequences of Default
    1. The customer agrees to pay all legal and collection costs, and charges incurred by Holster Shop, on an indemnity basis, for any action taken by Holster Shop because of the default of the Customer for breach of any term of this Agreement upon the occurrence of any of the following:
      1. the Customer failing to pay an invoice for payment due to Holster Shop;
      2. the customer becomes insolvent;
      3. the customer proposes or enters into an arrangement with creditors or makes an assignment for the benefit of its creditors; or
      4. a receiver, manager, liquidator or other is appointed to manage the affairs of the customer.
  8. Confidentiality
    1. The parties acknowledge and agree that:
      1. they may obtain confidential and proprietary information belonging to the other Party during the term of this Agreement; and
      2. the parties agree not to disclose such information to any person except where the information is, or comes into the public domain or it is required to be disclosed by law or the owner of the information consents to its disclosure.
  9. Credit reporting
    1. The customer agrees and acknowledges:
      1. that they have been informed that personal information about them may be disclosed by Holster Shop to a credit reporting agency;
      2. that Holster Shop may contact any trade references or other credit references at any time whether now or in the future for the purpose of assessing credit worthiness;
      3. that Holster Shop may obtain a credit report on the Customer for the purpose of assessing any credit application and allows Holster Shop to obtain ongoing reports from time to time for the purpose of assessing credit worthiness or commercial dealings and utilising such information for assessing the ongoing supply of credit by Holster Shop;
      4. that Holster Shop may report any event that constitutes a default of payment in order to collect on any outstanding amounts owed by the Customer to Holster Shop.
  10. Termination
    1. Holster Shop may Terminate this Agreement at any time if:
      1. the customer is in breach of any term of this Agreement and such breach is not remedied immediately of notification by Holster Shop; and
      2. on termination in accordance with this clause, Holster Shop may:
        1. invoice the customer for all uncharged goods;
        2. be regarded as discharged from any further obligations under this Agreement; and
        3. bring any legal action associated for breach of this Agreement.
    2. The customer may at any time immediately terminate this agreement by providing notice in writing to Holster Shop provided that all invoices issued by Holster Shop relating to the goods are paid in full up to the time of termination.
  11. Force Majeure
    1. Holster Shop will be entitled to an extension of time to supply the goods if such delay is due to Force Majeure.
    2. if delay due to Force Majeure persists for six (6) months or more then either party may by notice in writing to the other terminate the associated contract for the goods and the termination of such contract will not affect the rights and obligations of either party that accrued prior to such termination.
    3. this clause does not apply to the obligation of the customer to pay the invoices of Holster Shop.
  12. Request for Goods
    1. The Customer agrees:
      1. to submit a request for goods on each occasion to Holster Shop in the form of:
        1. an official customer generated purchase order;
        2. a verbal request;
        3. a phone request;
        4. an email request; and
        5. ordering goods via the Holster Shop website.
      2. that any request not outlined above will be submitted in writing to Holster Shop detailing a specified ordering system to be used for each separate supply request.
  13. Limitation of liability
    1. Customer acknowledgement
      1. The customer acknowledges in respect of any goods supplied:
        1. where it has received a recommendation from Holster Shop in relation to the suitability of the goods, that it has had the opportunity to make reasonable independent investigations regarding the fitness for purpose and suitability of such goods and that Holster Shop is making any recommendation in good faith and free from any bias or conflict of interest;
        2. it is not relying solely on the recommendations of Holster Shop and it is free to order whatever goods from another supplier as it sees fit; and
        3. that Holster Shop is not liable for any loss or damage suffered in the event that Holster Shop is not able to comply with the customer’s request for delivery at a certain time.
    2. Holster Shop does not warrant:
      1. to the maximum extent permitted by law that the goods supplied pursuant to this agreement:
        1. is fit for any particular purpose;
        2. is error free; and
        3. will meet the customer’s needs.
      2. that the goods will provide any function not designed by it or contained in any specifications or quote supplied by Holster Shop;
      3. the performance of any goods supplied by Holster Shop;
    3. Holster Shop total liability to the customer will not exceed the fees paid to Holster Shop in respect of goods supplied which has caused the liability;
    4. Holster Shop is not under any liability to the customer for any loss or damage, loss of profits or revenue however arising out of the use of the goods howsoever arising;
  14. Title to Goods
    1. The Parties agree that:
      1. the title of the goods will not pass to the customer until all invoices for the goods are paid in full;
      2. in addition to any other rights conferred by these terms and conditions or operation of any general law, if payment of the invoice is not made within fourteen (14) days from the date of the invoice regardless of the customer's credit terms, Holster Shop reserves the right to register a security interest over any supplied goods whether tangible or intangible, on the Personal Property Securities Register (PPSR) as a purchase money security interest (PMSI) pursuant to section 62 of the Personal Properties Securities Act 2009 (Cth);
      3. the customer will hold Holster Shop harmless against any loss or damage that result from the removal of the goods because of their breach of these terms and conditions;
      4. in the event that the customer intermingles with the goods by using them or on-selling them, then the customer holds such part of the proceeds of the goods in trust for Holster Shop. Such part will be deemed to equal in dollar terms the amount owing by the customer to Holster Shop at the time of the receipt of such proceeds;
      5. pending payment in full of the price of the goods, the customer:
        1. must not supply any of the goods to any person or business without guarantee of payment for the goods;
        2. must not allow any person to have or acquire any security interest in the goods; and
        3. must insure the goods for their full insurable or replacement value (whichever is the higher) with any insurer licenced or authorised to conduct the business of insurance in the place where the customer carries on business;
  15. Warranties
    1. Holster Shop warrants Two Ants® branded goods against manufacturing defects for a minimum of twelve (12) months.
    2. For goods that are not Two Ants® branded, then it is the customer’s responsibility to establish the warranty relationship with the manufacturer by ensuring that warranty cards or other registration requirements of the manufacturer are complied with.
    3. Any claim for a shortage of supplied goods will not be accepted by Holster Shop unless a written claim specifying the shortage is received within seven (7) days of receipt of the goods.
    4. Holster Shop at its discretion will only accept the return of goods or will give credit for goods in the following circumstances:
      1. Holster Shop is satisfied as to the claim made by the Customer;
      2. for goods that have at the request of the customer been specifically sourced from a third party supplier, then the return or credit will be based on the third party accepting return of the goods; and
      3. if Holster Shop elects to have the goods returned, the goods are to be returned in the same condition as when delivered to the customer by Holster Shop along with the relevant invoice number and date of order;
      4. a restocking fee of thirty (30) % of the value of the goods returned is paid;
  16. General provisions
    1. Holster Shop may assign this agreement by notifying the customer of the assignment. The customer may not assign any of the terms and conditions of this agreement without the express written consent of Holster Shop.
    2. Except where this Agreement expressly states otherwise, a party may, in its discretion, give conditionally or unconditionally or withhold any approval or consent under this Agreement.
    3. This agreement may be signed or executed in a number of counterparts, with the same effect as if the signatures to or executions of each counterpart were on the same instrument.
    4. This agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the Parties.
    5. All charges for goods supplied herein are excluding GST and where the goods are subject to GST, then GST will be added to the customers invoice.
    6. This agreement is governed by the law applicable in the jurisdiction of Queensland. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the Courts of the jurisdiction of Queensland.
    7. If a customer consists of more than one person such as directors of a company or beneficiaries of a trust, then:
      1. an obligation of those people is a joint obligation of all of them and a several obligation of each of them;
      2. a right given to those people is a right given jointly and severally to each of them, and if exercised by one of them, is deemed to be exercised jointly; and
      3. a representation, warranty or undertaking made by those people is made by each of them.
    8. Notices
      1. A notice, approval, consent or other communication in connection with this agreement must be in writing sent to the address of the receiving party appearing in this agreement or such other address as may be communicated by the receiving party, marked for the attention of any person nominated for that purpose by the receiving party (and who in the absence of any such nomination is the signatory to this agreement on behalf of the party), and may be sent by prepaid post (air mail if international), courier, facsimile transmission or by email.
      2. A notice, approval, consent or other communication is taken to have been received:
        1. two (2) business days after sending within Australia, or five (5) business days if sent to or from a location in another country;
        2. if sent by courier with tracking, at the time indicated by the records of the courier;
        3. if sent by email, upon the email leaving the outbox on the device it was sent from, and if the sender does not receive a reply email from their webserver indicating the mailbox is inactive.
    9. The terms and conditions contained in this Agreement will, so far as possible, be interpreted and construed so as not to be invalid, illegal or unenforceable in any respect, but if a provision, on its true interpretation or construction is held to be illegal, invalid or unenforceable:
      1. that provision will, so far as possible, be read down to the extent that it may be necessary to ensure that it is not illegal, invalid or unenforceable and as may be reasonable in all the circumstances so as to give it a valid operation; or
      2. if the provision or part of it cannot effectively be read down, that provision or part of it will be deemed to be void and severable and the remaining provisions of this Agreement will not in any way be affected or impaired and will continue notwithstanding that illegality, invalidity or unenforceability.
    10. No variation of this agreement nor consent to a departure by a party from a provision, will be of effect unless it is in writing, signed by the parties or (in the case of a waiver) by the party giving it. Any variation or consent will be effective only to the extent to or for which it may be made or given.
    11. The non-exercise of or delay in exercising a right of a party will not operate as a waiver of that right, nor does a single exercise of a right preclude another exercise of it or the exercise of other rights. A right may only be waived by notice, signed by the party (or its Authorised Representative) to be bound by the waiver.
  17. Acceptance
    1. By providing a request for goods, the customer agrees to be bound by these Terms and Conditions, which have been brought to their attention and they have had the opportunity to receive legal advice for.
    2. If you choose not to accept this agreement but continue to purchase from Holster Shop, it does not mean that the Terms and Conditions contained herein cannot be enforced against you in a Court of competent jurisdiction.

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