Terms and Conditions
Agar Cleaning Systems and its affiliates provide their services to you subject to the following conditions. If you visit or shop at Agar Cleaning Systems, you accept these conditions. Please read them carefully. In addition, when you use any current or future Agar Cleaning Systems service or visit or purchase from any business affiliated with Agar Cleaning Systems, whether or not included in the Agar Cleaning Systems Web site, you also will be subject to the guidelines and conditions applicable to such service or business.
ELECTRONIC COMMUNICATIONS
When you visit Agar Cleaning Systems or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
COPYRIGHT
All content included on this site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Agar Cleaning Systems or its content suppliers and protected by international copyright laws. The compilation of all content on this site is the exclusive property of Agar Cleaning Systems and protected by international copyright laws. All software used on this site is the property of Agar Cleaning Systems or its software suppliers and protected by international copyright laws.
LICENSE AND SITE ACCESS
Agar Cleaning Systems grants you a limited license to access and make personal use of this site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Agar Cleaning Systems. This license does not include any resale or commercial use of this site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Agar Cleaning Systems. You may not frame or utilise framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Agar Cleaning Systems and our affiliates without express written consent. You may not use any meta tags or any other "hidden text" utilizing Agar Cleaning Systems's name or trademarks without the express written consent of Agar Cleaning Systems. Any unauthorised use terminates the permission or license granted by Agar Cleaning Systems. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Agar Cleaning Systems so long as the link does not portray Agar Cleaning Systems, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Agar Cleaning Systems logo or other proprietary graphic or trademark as part of the link without express written permission.
YOUR ACCOUNT
If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Agar Cleaning Systems does sell products for children, but it sells them to adults, who can purchase with a credit card. If you are under 18, you may use Agar Cleaning Systems only with involvement of a parent or guardian. Agar Cleaning Systems and its affiliates reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion.
REVIEWS, COMMENTS, COMMUNICATIONS, AND OTHER CONTENT
Visitors may post reviews, comments, and other content; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of content. Agar Cleaning Systems reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content. If you do post content or submit material, and unless we indicate otherwise, you grant Agar Cleaning Systems and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Agar Cleaning Systems and its affiliates and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Agar Cleaning Systems or its affiliates for all claims resulting from content you supply. Agar Cleaning Systems has the right but not the obligation to monitor and edit or remove any activity or content. Agar Cleaning Systems takes no responsibility and assumes no liability for any content posted by you or any third party.
COPYRIGHT COMPLAINTS
Agar Cleaning Systems and its affiliates respect the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, email us with your complaint.
RISK OF LOSS
All items purchased from Agar Cleaning Systems are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier.
PRODUCT DESCRIPTIONS
Agar Cleaning Systems and its affiliates attempt to be as accurate as possible. However, Agar Cleaning Systems does not warrant that product descriptions or other content of this site is accurate, complete, reliable, current, or error-free. If a product offered by Agar Cleaning Systems itself is not as described, your sole remedy is to return it in unused condition.
OTHER BUSINESSES
Parties other than Agar Cleaning Systems and its subsidiaries sell product lines on this site. In addition, we provide may links to the sites of affiliated companies and certain other businesses. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any of these businesses or individuals or the content of their web sites. Agar Cleaning Systems does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THIS SITE IS PROVIDED BY AGAR CLEANING SYSTEMS ON AN "AS IS" AND "AS AVAILABLE" BASIS. AGAR CLEANING SYSTEMS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, AGAR CLEANING SYSTEMS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AGAR CLEANING SYSTEMS DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, OR E-MAIL SENT FROM AGAR CLEANING SYSTEMS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. AGAR CLEANING SYSTEMS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
APPLICABLE LAW
By visiting Agar Cleaning Systems, you agree that the laws of Australia, without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and Agar Cleaning Systems or its affiliates.
DISPUTES
Any dispute relating in any way to your visit to Agar Cleaning Systems or to products you purchase through Agar Cleaning Systems shall be submitted to confidential arbitration in Australia, except that, to the extent you have in any manner violated or threatened to violate Agar Cleaning Systems's intellectual property rights, Agar Cleaning Systems may seek injunctive or other appropriate relief in any court in Australia, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of an independent arbitrator. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
SITE POLICIES, MODIFICATION, AND SEVERABILITY
Please review our other policies, posted on this site. These policies also govern your visit to Agar Cleaning Systems. We reserve the right to make changes to our site, policies, and these Conditions of Use at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.
TERMS AND CONDITIONS OF SALE
1. Interpretation
In these Terms:
(a) “ACL” means the Australian Consumer Law.
(b) “Agar” means Agar Cleaning Systems Pty. Ltd.
(c) “Agreement” means the agreement between Agar and the Customer as described in clause 2.
(d) “Customer” means the person identified on a relevant quote, order or credit application and includes the Customer’s agents, permitted assigns and where appropriate the Customer’s directors and controllers, and where there is more than one Customer it includes each customer jointly and severally.
(e) “Goods” means any goods supplied by Agar to the Customer.
(f) “Loss” includes, but is not limited to, costs (including legal costs), expenses, lost profits, award of damages, personal injury and property damage.
(g) “Terms” means these Terms and Conditions of Sale.
2. Agreement
All Goods supplied by Agar are supplied in accordance with these Terms. These Terms, and the terms of any credit application or credit supplied by Agar to the Customer, form the agreement between Agar and the Customer.
3. Supply of Credit
(a) Application to open a credit account must be completed on an official Agar application form before supply will be considered.
(b) Agar may provide credit, or not provide credit, to a Customer on such terms as Agar may determine in its absolute discretion. Nothing in these Terms or any Credit Application shall oblige Agar to provide credit, or continue to provide credit, to any Customer. Agar may vary the terms of credit offered to a Customer subject to thirty (30) days’ prior written notice to the Customer. Any variation to credit terms will only apply to orders placed after the effective date specified in the notice.
(c) Payment of credit accounts must be received not later than thirty (30) days from the date of our statement.
(d) Payment of credit accounts by credit card (VISA and Mastercard) will attract a fee which will be added at the time of payment. An invoice will be issued for this fee.
(e) Agar may take such action as it determines in its absolute discretion where the Customer exceeds or breaches its credit terms, including but not limited to
(i) Withhold supply and dispose of stock order held;
(ii) Institute legal action for recovery of amounts outstanding and costs incurred; and/or
(iii) Terminate credit facilities;
and Agar shall not be liable to the Customer for any Loss or damage resulting directly or indirectly from any such action.
4. Payment Terms
(a) The purchase price (plus GST) for the Goods (and any other charges where applicable) is payable on or before thirty (30) days of receipt of invoice (Payment Due Date) unless other terms of payment are agreed in writing between the parties.
(b) The Customer must pay interest on any outstanding amount not paid by the Payment Due Date. Interest will be calculated at a rate of 10.00% per annum. Interest will accrue daily from the Payment Due Date until the outstanding amount is paid in full.
5. Order Acceptance and Cancellation
(a) All orders for Goods are subject to acceptance by Agar, which it may withhold in its absolute discretion.
(b) Agar may cancel any order for Goods, in whole or in part, at any time prior to delivery, by providing written notice to the Customer. Agar may exercise this right in its sole discretion. Agar shall refund any amounts paid in respect of Goods not supplied.
6. Retention of Title
(a) The ownership of the Goods delivered by Agar to the Customer is only transferred to the Customer when all sums owing to Agar (whether under these Terms or any other agreement between the parties) have been paid in full and until such time Agar has a right to call for or recover the Goods (for which purpose Agar may enter the Customer’s premises by its servants or agents) and the Customer is under an obligation to deliver up the Goods to Agar.
(b) Where Agar has not been paid pursuant to the Agreement or any other terms of payment in force between the parties and Agar delivers the Goods to the Customer, then until disposed of by the Customer in accordance with this provision, the Customer agrees with Agar to keep the Goods in a fiduciary capacity for Agar and the Customer agrees with Agar to store the Goods separately in a manner that clearly shows ownership by Agar.
(c) Notwithstanding the provisions of the two preceding clauses, the Customer may use the Goods or sell the Goods to a third party in the ordinary course of its business and deliver them to that third party provided that where the Customer is paid by the third party and Agar has not been paid by the Customer for the Goods pursuant to the Agreement or any other terms of payment in force between the parties the Customer holds the whole of the proceeds for sale on trust for Agar.
(d) The parties agree that this clause applies notwithstanding any agreement, whether subject to these Terms or not, between the parties under which Agar gave the Customer credit.
7. Prices
(a) Agar may amend prices payable for Goods following thirty (30) days’ prior written notice to the Customer of the proposed amendment. If the Customer does not accept the amended price, the Customer may terminate its account with Agar without penalty by providing written notice to Agar prior to the amended prices taking effect. Amended prices will only apply to Goods supplied after the effective date specified in the notice.
(b) Any references to retail prices are recommendations only and there is no obligation to comply with any recommended prices.
8. Cancellation
No order may be cancelled by the Customer except with Agar’s consent in writing and on terms which will indemnify Agar against any Losses suffered by Agar as a result of such cancellation.
9. Delivery
(a) Delivery times made known to the Customer are estimates only and Agar is not liable for late delivery or non-delivery.
(b) Agar will not be liable for any Loss, damage or delay occasioned to the Customer (or its customers) arising from late or non-delivery.
(c) Agar may at its option deliver the Goods to the Customer in any number of instalments.
10. Warranty
Goods manufactured by Agar are warranted free from defects of manufacture. Goods will be replaced if accepted as defective by Agar. No other warranties are given in respect of any Goods or their fitness for any particular application and no warranties are to be implied except where such warranty is implied by law and cannot be excluded.
11. Claims
Return of Goods will not be accepted without consent of Agar in writing. Claims of short supply will only be considered by Agar if received in writing or by email within seven (7) days from date of delivery. All other claims, including requests for Proof of Delivery will only be considered by Agar if received in writing within thirty (30) days from the date of invoice as follows:
(a) Return of first quality stock (oversupply or incorrect Goods) must include the following information:
(i) Customer name, address and account number
(ii) Invoice number
(iii) Reason for return and authorisation
(b) Returns of faulty stock:
(i) Any claims for faulty stock must be fully documented
(ii) All items will be subject to inspection before credit can be considered and accordingly acceptance of the Goods by Agar or its agents shall not constitute acceptance of credits.
Nothing in this clause affects the Customer’s rights for any alleged failure of a consumer guarantee under the ACL.
(c) Except for any provisions to the contrary in these Terms, Agar is not under any duty to accepts Goods returned by the Customer. Agar will do so only on terms to be agreed in writing in each individual case.
(d) If Agar agrees to accept returned Goods from the Customer under clause 11(a), the Customer must return the Goods to Agar’s nearest place of business.
12. Clerical Errors
Clerical errors that do not concern any material detail (including price, quantity and Goods) are subject to correction without notification.
13. Variation
Agar may vary these Terms from time to time in its absolute discretion. If Agar varies these Terms, such amendment shall be deemed to take effect following thirty (30) days’ notice by Agar to the Customer. If the Customer does not agree to the proposed variation it may, within thirty (30) days of the date of Agar’s notice, by written notice to Agar advise that it does not agree to the proposed variation, in which case Agar may decline to accept any further order for Goods in accordance with clause 5 of these Terms. If the Customer does not give such notice to Agar within thirty (30) days, it will be deemed to have accepted the proposed variation.
14. Risk and Customer Use
(a) Risk in the Goods passes to the Customer immediately upon delivery.
(b) The Customer expressly agrees that:
(i) use of the Goods is at its own risk;
(ii) use of the Goods (including handling, storage and disposal of the Goods) is to be strictly in accordance with Agar’s instructions, directions, specifications and guidelines;
(iii) the Customer must not use the Products in an improper or unsafe manner or in any way that is contrary to Agar’s instructions, directions, specifications and guidelines, including without limitation using the Goods with improper equipment or applying them to unsuitable surfaces; and
(iv) the Customer must fully inform itself and review all safety data and product data sheets in relation to the Goods prior to their use.
15. Exclusions and limitations of liability
(a) All information, specifications and samples provided by Agar in relation to the Goods are approximations only and, subject to any consumer guarantees under the ACL, small deviations or slight variations from them which do not substantially affect the Customer’s use of the Goods will not entitle the Customer to reject the Goods upon delivery or to make any claim in respect of them.
(b) To the fullest extent permissible at law, Agar’s total liability (and that of any of its suppliers or distributors) to the Customer or any other person for Loss or damage of any kind (whether direct or indirect, punitive, incidental, special, consequential or otherwise) including costs, expenses or other claims (including loss of profits or loss of revenue) arising:
(i) under the Agreement;
(ii) out of or in relation to the Goods, their sale, delivery (including any delay in delivery or non-delivery), failure of performance or defect;
(iii) in tort, contract or in any other cause of action; or
(iv) in any other way,
is limited to the amount paid by the Customer to Agar for any Goods in the three (3) months prior to the date when such liability arose or, where there are multiple incidents giving rise to liability, in the three (3) months prior to the date on which the last of such incidents occurred.
(c) Any advice, recommendation, information, assistance or service given by Agar in relation to Goods is given in good faith and is believed to be accurate, appropriate and reliable at the time it is given. It is provided without any warranty or accuracy, appropriateness or reliability. Agar does not accept any liability or responsibility for any Loss suffered as a result of the Customer’s reliance on such advice, recommendation, information, assistance or service.
(d) The Customer acknowledges that the Goods are not for personal, domestic or household purposes.
(e) The ACL will give to the Customer certain consumer guarantees (if the Customer is a consumer for the purposes of the ACL), which cannot be restricted, limited or varied.
16. Indemnity
(a) The Customer indemnifies and keeps indemnified Agar, its servants and agents in respect of any claim or demand made or action commenced by any person (including, but not limited to, the Customer) against Agar or, for which Agar is liable, in connection with any Loss arising from or incidental to the provision of Goods, any order for Goods or the subject matter of these Terms. This includes, but is not limited to, any legal costs incurred by Agar in relation to meeting any claim or demand or any party or party legal costs for which Agar is liable in connection with any such claim or demand.
(b) This clause 16 remains in force after the termination of the Agreement.
17. Personal Property Securites Act 2009 (Cth) (“PPSA”)
(a) The Agreement between Agar and the Customer are a security agreement.
(b) Expressions defined in the PPSA have the same meaning when used in these Terms.
(c) Agar’s interest in the Goods and all proceeds from the sale of the Goods by the Customer to a third party is a security interest.
(d) The Customer consents to Agar registering its security interest on the Personal Property Securities Register and agrees to provide all assistance reasonably required by Agar to facilitate registration.
(e) Until title in the Goods has passed to the Customer, the Customer agrees not to in any way assign, charge, lease or otherwise deal with the Goods in such manner as to create a security interest over the Goods in favour of the Customer or any third party. The parties agree that this clause 17 will not prohibit the Customer from using or selling the Goods in its ordinary course of business.
(f) The Customer waives its rights to receive any notice under the PPSA (including notice of verification statement) unless the notice is required by the PPSA and cannot be excluded.
(g) The Customer and Agar agar that these Terms, the Agreement and all related information and documents are confidential (Confidential Information) and will not be disclosed to unauthorised representatives or third parties, except to the extent disclosure is permitted by these Terms or required by law. The Customer and Agar agree that the Customer will not disclose the Confidential Information pursuant to a request under section 275(1) of the PPSA.
(h) Unless the Goods are used predominantly for personal, domestic or household purposes, the Customer and Agar agree that each of the following requirements or rights under the PPSA do not apply to the enforcement of Agar’s security interest in the Goods or of the Agreement:
(i) any requirement for Agar to give the Customer a notice of removal of accession;
(ii) any requirement for Agar to give the Customer a notice of Agar’s proposed disposal of the Goods;
(iii) any requirement for Agar to include a statement of account, after disposal of the Goods, the details of any amounts paid to other secured parties;
(iv) any requirement for Agar to give the Customer a statement of account if Agar does not dispose of the Goods;
(v) any right the Customer has to redeem the Goods before Agar exercises a right of disposal; and
(vi) any right the Customer has to reinstate the Agreement before Agar exercises a right of disposal of the Goods.
18. Default
(a) Each of the following occurrences constitutes an event of default:
(i) the Customer breaches or is alleged to have breached these Terms for any reason (including, but not limited to, defaulting on any payment due under these Terms) and fails to remedy that breach within fourteen (14) days of being given notice by Agar to do so;
(ii) the Customer, being a natural person, commits an act of bankruptcy;
(iii) the Customer, being a corporation, is subject to:
(A) a petition being presented, an order being made or a meeting being called to consider a resolution for the Customer to be wound up, deregistered or dissolved;
(B) a receiver, receiver and manager or an administrator under part 5.3A of the Corporations Act 2001 (Cth) being appointed to all or any part of the Customer’s property and undertaking;
(C) the entering of a scheme of arrangement (other than for the purpose of restructuring); and
(D) any assignment for the benefit of creditors;
(iv) the Customer purports to assign its rights under these Terms without the Supplier’s prior written consent; or
(v) the Customer ceases or threatens to cease conduct of its business in the normal manner.
(b) Where an event of default occurs, except where payment in full has been received by Agar, Agar may:
(i) terminate the Agreement;
(ii) terminate any or all orders and credit arrangements (if any) with the Customer;
(iii) refuse to deliver Goods;
(iv) pursuant to clause 6(a), repossess and re-sell any Goods delivered to the Customer, the payment for which has not been received; or
(v) retain (where applicable) all money paid by the Customer on account of Goods or otherwise.
(c) In addition to any action permitted to be taken by Agar under clause 18(b), on the occurrence of an event of default all invoices will become immediately due and payable.
19. Termination
(a) In the absence of any breach of the Agreement, either party may terminate the Agreement in its absolute discretion with a minimum of fourteen (14) days’ written notice to the other party.
(b) The Agreement will automatically terminate if a party enters into any composition or arrangement with its creditors or has a receiver appointed over any of its assets or is the subject of any resolution or petition for winding up or judicial management (other than for amalgamation or reconstruction).
(c) Either party may terminate the Agreement if the other party is in material breach of any of its obligations under the Agreement and if the breach is capable of remedy fails to remedy the breach for a period fourteen (14) days after receipt of a written notice by the other party requiring recitifcation of the breach.
(d) Exercise of the right of termination afforded to either party under this clause will not prejudice the legal rights or remedies which either party may have against the other in respect of a breach of any term, condition or warranty of this agreement.
(e) The obligations of the parties that by their nature could be reasonably construed as being intended to continue to apply beyond the termination of the Agreement will continue to apply.
20. Consumer Guarantees
Agar’s liability for a breach of a condition or warranty implied by the ACL is limited to, in the case of Goods, any one or more of:
(a) the replacement of the Goods or the supply of equivalent goods;
(b) the repair of the Goods;
(c) the payment of the cost of replacing the Goods or of acquiring equivalent goods; and
(d) the payment of the cost of having the Goods repaired.
21. Directors Guarantees
If the Customer is a corporation then the person or persons signing a credit application or any other similar document by their signature or signatures appearing hereon agree to provide or obtain guarantees for all of the directors of the Customer in a form approved by Agar within seven (7) days of being requested to do so by Agar.
22. Governing Law and Jurisdiction
The Laws of Victoria, Australia, govern the sale of the Goods, these Terms and any purchase order.
23. Disputes
Prior to recourse to arbitration or litigation, Agar and the Customer will each notify the other of the name of a senior representative who will use their best endeavours to resolve any dispute in consultation with each other. If the senior representatives fail to resolve the particular dispute within fourteen (14) days of first meeting then they will use their best endeavours to resolve the dispute by mediation. The mediator will be appointed to the Australian Commercial Dispute Centre (ACDC) and the mediation administered by the ACDC.
