Terms and Conditions for Sale of Products
Please read these terms and conditions (“Terms”) carefully before you place an order to purchase a product from us (“the Product”). The Terms tell you who we are, how we make the Product available, and other important information. They also contain legal obligations that apply to you when you use our Website or place an order for the Product.
The Website (https://espres.so/) is operated by Espresso Displays Pty Ltd (“Espresso”) (ABN 85 629 290 848) of 91 Reservoir St, Surry Hills, 2010 Australia.
We can be contacted at email@example.com
Where we refer to “Customer” or “you” we mean the person using the Website and/or the person or legal entity who is purchasing the Product and who is identified in the Order Confirmation and/or the Invoice.
Where we refer to “Espresso”, or “we”, we mean Espresso Displays Pty Ltd.
If you do not accept these Terms, please do not use the Website or purchase a Product. By using the Website and/or placing an order for the Product you agree to be bound by these Terms.
The Product offered for sale on the Website will be supplied by Espresso from its available stock. Unless otherwise notified to you, Espresso will be responsible for supplying the Product purchased by you on the Website. When you purchase the Product on the Website you enter into a binding legal agreement between you and Espresso (“Contract”) which is governed by these Terms.
We may change these Terms from time to time by updating them on the Website. These Terms were last updated on 21 September 2021 and apply to any orders submitted after that date.
By placing an order the Customer confirms that they have read and accepted the Terms and Conditions, and the Order Confirmation.
In this Contract, unless the context requires otherwise:
Business Day means:
(a) in the case of delivery of Products – a Monday to Friday in the place where the Products are to be delivered to the Customer excluding any gazetted or recognised public holiday in that place; and
(b) in all other cases – a Monday to Friday in Sydney, Australia excluding any gazetted or recognised public holiday.
Contract has the meaning given in clause 2.1.
Customer, you, and your, refers to the person or legal entity identified in the Order Confirmation and/or the Invoice.
Customer Order means the Customers order submitted via Espresso’s website to purchase the Products specified by the Customer.
Delivery Location means the place specified in the Order Confirmation or Invoice as the place to which the Products will be delivered or, if no place is specified in either the Order Confirmation or the Invoice, the place designated by the Customer and agreed by Espresso for delivery of the Products.
Espresso means Espresso Displays Pty Ltd (ABN 85 629 290 848) of 91 Reservoir St, Surry Hills, 2010 Australia.
Force Majeure means any circumstance beyond the reasonable control of a party including acts of God, natural disasters, acts of war, pandemics, riots and terrorist acts.
Intellectual Property Rights means all present and future, intellectual and industrial property rights conferred by statute, at common law or in equity wherever those rights might arise, including (without limitation) copyright, inventions, patent rights, patent applications, designs, trade marks, circuit layouts and rights to protect know-how, trade secrets, goodwill or confidential information, irrespective of whether such rights are registered or capable of registration.
Invoice means the invoice or invoices issued by Espresso for the supply of the Products and Services.
Loss means any loss, expenses, costs, damages and claims.
Order Confirmation means formal acknowledgement of the Customer’s Order issued by Espresso to the Customer (which acknowledgement may be via email and/or screen display at time of transaction).
Price means the total price excluding Tax payable for the Product including applicable shipping, handling or delivery costs.
Product means the product or products described in the Order Confirmation.
Product Documentation means any documentation provided by Espresso to the Customer which describes the operation and functionality of a Product.
(a) any value added tax, goods and services tax, sales tax, excise or any other tax on the supply of services or goods in the jurisdiction in which the services or goods are supplied to, or imported by the Customer; or
(b) any tax, levy, duty, charge, impost, deduction or withholding however it is described that is imposed by a government agency, together with any related interest, penalty, fine or other charge, other than one that is imposed on net income of the other party in any jurisdiction.
- FORMATION OF CONTRACT
- No contract comes into existence until Espresso accepts the Customer Order by issuing an Order Confirmation. A contract is deemed to come into existence at the time and place where the Order Confirmation is issued by Espresso.
- The Product may be ordered by clicking on the items you wish to purchase and then following the prompts that appear on-screen. You may check and correct any input errors in your order up until the point at which you submit your order on the checkout page.
- All orders are subject to acceptance by Espresso. We are not obliged to accept your order and may decline to accept any order. If we accept your order, you will receive an Order Confirmation from us acknowledging that we have received your order and giving you an order reference number. If there are any errors in the Order Confirmation please notify us immediately.
- PRICE AND PAYMENT
- The Price for the Products is the Price specified in the Order Confirmation.
- Despite our best efforts, it is always possible that a Product listed on the Website may be incorrectly priced or not available. We will normally verify prices and availability as part of our despatch procedure so that, where the correct price is less than our stated price, we will charge you the lower amount. If the correct price is higher than the price stated on the Website, we will either contact you for instructions before despatching the Product or reject your order and notify you of the rejection. If we accept and process your order where a pricing error is obvious and unmistakable and could reasonably have been recognised by you as a mispricing, we may end the Contract, refund you any sums you have paid and require the return of any the Product delivered to you.
- Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you an Order Confirmation.
- If Customer is responsible for shipping, handling and delivery costs, this will be clearly notified to Customer at checkout and/or adjacent to the description of the Product. In that case Customer will pay or reimburse Espresso on demand for all applicable shipping, handling and delivery charges applicable to the Product.
- The Customer is responsible for all Taxes (including import duties and customs charges applicable to the Product) payable on or associated with their purchase of the Product.
- Espresso will be entitled to recover from the Customer all legal and other costs incurred by Espresso arising from the Customer’s default in payment and the collection of any overdue payment.
- DELIVERY TERMS
- Any time frames quoted by Espresso for delivery of the Products are estimates only. Espresso will use its reasonable endeavours to supply the Products in the quantities specified in the Order Confirmation.
- Espresso will not be liable for any Loss suffered by the Customer arising out of any delay or failure to deliver the Products (or any part of them) in accordance with any specified time frame or failure to deliver the Products in the quantities specified in the Order Confirmation. Unless expressly precluded by the Order Confirmation, Espresso reserves the right to deliver the Product by instalments.
- Your order will be delivered to the delivery address you specified when placing your order. If your delivery address is geographically remote, for example certain outlying islands or other isolated locations, it is possible that we may not be able to deliver there. If that is the case, we will notify you before we accept your order. We reserve the right not to deliver to any country that is prohibited by applicable laws.
- Deliveries are made by third party couriers and take place in accordance with the working hours of those couriers. It is not possible to specify a precise time at which a delivery will take place, and delivery time might vary depending on geographic location of your delivery address and the courier used.
- If you order the Product for international delivery, it may be opened and inspected by customs authorities and may be subject to import duties and taxes when the delivery reaches its destination. You may be required to pay import duties and taxes. Espresso has no control over these charges and cannot predict the amount.
- If the Customer does not, or indicates to Espresso that it will not, take or accept delivery of any of the Products, then these Products will be deemed to have been delivered when the courier was willing to deliver them.
- Espresso may suspend or cancel delivery of the Products if Espresso reasonably believes that the Products may cause injury or damage or may infringe the IPR of any person, or if any payment owing from the Customer to Espresso under this Contract or any other contract remains outstanding. No such suspension or cancellation will in any way constitute admission of liability or fault by Espresso.
- OWNERSHIP AND RISK
- Delivery will occur when we or the courier have delivered the Product to the delivery address. After the Product has been delivered:
- the Customer is responsible for it; and
- risk of damage to, or loss or deterioration of, the Product from any cause passes to the Customer.
This means that any damage to the Product arising after delivery or collection is the Customer’s responsibility. Espresso cannot be held accountable for a Product that is damaged after delivery.
- Ownership of the Product will pass to Customer on delivery, provided full payment including any delivery charges, has been received by Espresso.
- Legislation (including the Australian Consumer Law) may provide consumer guarantees or impose obligations on Espresso in respect of Consumer Contracts which cannot be excluded, restricted or modified, or only to a limited extent. This Contract is subject to such legislation.
- If the Australian Consumer Law applies to you then our goods come with guarantees that cannot be excluded under the Australian Consumer Law and 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.
- Espresso warrants to the Customer that the Product will:
- be free from material defects in materials and workmanship affecting normal use; and
- operate substantially in accordance with the Product Documentation.
- Espresso warrants that the Product will be free from defects in materials and workmanship for a period of 12 months from the date of delivery to you, if you are the original purchaser from Espresso (“the Warranty Period”). If a defect in the Product arises within the Warranty Period, Espresso will: (a) repair or replace it with a new or refurbished product or component; or (b) refund the original purchase price upon return of the defective Product. This Warranty does not apply to a Product which you purchase from an unauthorized reseller, or where the instructions for use of the Product are not complied with or where the Product is damaged as a result of abuse, accident, modification, moisture or other causes beyond our reasonable control. If you wish to make a warranty claim please follow the procedure described in our Returns and Warranty Policy, accessible here: https://espres.so/policy/#1615501176357-cd2866f1-c9d4
- Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary by jurisdiction. All warranty claims and replacements must be authorized by Espresso. Refurbished parts may be used for repair or replacement of a Product under warranty.
- INTELLECTUAL PROPERTY RIGHTS
- The Customer acknowledges and agrees that all Intellectual Property Rights in the Product and any content on the Website (including text, graphics, software, databases, photographs and other images, videos, sound, trade marks and logos) remains with Espresso or its licensors, as applicable.
- All Intellectual Property Rights are expressly reserved. Nothing in these Terms gives the Customer any right in respect of any Intellectual Property Rights owned by Espresso or its licensors.
- You acknowledge that you do not acquire any ownership rights by downloading content from the Website. In the event you print off, copy or store pages from the Website (only as permitted by these Terms), you must ensure that any copyright, trade mark or other IPR notices contained in the original content are reproduced.
- The trade marks and trade names under which Espresso’s business is carried on are owned by Espresso and its associated companies together with all IPR in logos, designs, images, symbols, emblems, insignia, slogans, information, drawings, plans and other identifying materials (whether or not registered or capable of registration).
- LIMITATION OF LIABILITY
- The warranty given in clause 6 is given in place of all excludable warranties, conditions, guarantees, terms, undertakings and obligations implied by statute, common law, trade usage, course of dealing or otherwise, including warranties or conditions of merchantability, fitness for purpose, satisfactory quality or compliance with description and non-infringement, all of which are excluded to the fullest extent permitted by law.
- The liability of Espresso to the Customer is limited, at the option of Espresso, to the replacement of the goods or the supply of equivalent goods; the repair of such goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the reasonable cost of having the goods repaired.
This limitation does not apply to exclude any terms, conditions, warranties or guarantees implied by law which cannot be excluded, restricted or modified.
- To the fullest extent permitted by law, Espresso will not be liable to the Customer for any Indirect Loss in connection with this Contract, however that liability arises (including in contract, tort, indemnity, or pursuant to any common law, equitable or statutory cause of action).
- The term Indirect Loss means losses which do not arise naturally (that is, according to the usual course of things) from the relevant breach of this Contract, including without limitation loss of profits or revenue, loss of goodwill or reputation, loss of data, loss of anticipated benefits or savings, loss of any prospect or business opportunity, loss of production or other business interruption loss.
- To the extent permitted by law and except as provided otherwise in this Contract, the maximum cumulative aggregate liability to the Customer regardless of basis (including indemnity, warranty, fundamental breach, negligence, misrepresentation or other contract or tort claim) is limited to the total amount paid by the Customer to Espresso (excluding Taxes) under this Contract.
- The liability of a party for any Losses incurred by the other party will be reduced proportionately to the extent that the Loss is caused or contributed to by the other party or its personnel or contractors. Without limitation to the foregoing, the Customer expressly acknowledges and agrees that Espresso has no obligation or liability to the Customer under this clause 8 or otherwise to the extent such obligation or liability is based upon or arises from:
- the gross negligence or wilful misconduct of the Customer or any of its employees, agents or subcontractors; or
- any breach of this Contract by the Customer, and/or any use of any other than for its intended purpose.
- To the maximum extent permitted by applicable law, the Customer assumes the sole risk and liability of any use of the Product.
- Nothing in this Contract limits or excludes Espresso’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors.
- Promptly after delivery Customer should inspect the Product for any possible damage or missing components. Please contact Espresso immediately if the Product is damaged or defective.
- If you wish to return a Product and receive a refund or replacement under a warranty claim:
- you must obtain the prior written approval of Espresso before returning the Product (which approval Espresso may give in its absolute discretion and subject to any conditions it stipulates); and
- you should follow procedure described in our Returns and Warranty Policy, accessible on our Website and here: https://espres.so/policy/#1615501176357-cd2866f1-c9d4.
- Espresso will honour our legal obligation to deliver the Product which conforms to the description on our Website. We make every effort to show you images and descriptions of the Product which are accurate and realistic. The images of the Product are for illustrative purposes only. We cannot guarantee that the display of colour on the Customer’s viewing screen accurately reflects the colour of the Product. The Product may vary slightly from those images.
- We do not accept returns for:
- damage caused by use with non-Espresso accessories such as cables and storage cases;
- normal wear and tear or aging of the Product, such as scratches, dents, scuffs, plus loosening and wearing of parts over time;
- defects or damage caused by misuse, accident, alteration, unusual stress, modification, improper or unauthorized repair, improper storage or third-party applications downloaded to the Product;
- damage caused by using the Product outside the permitted or intended uses described in Product Documentation;
- modifications of the Product’s firmware or software by anyone other than Espresso officially;
- damage caused by use of the Product with improper voltage, power supply, or batteries; and
- damage caused by excessive moisture.
- FORCE MAJEURE
- Neither party will be liable for any delay or failure to perform its obligations under this Contract (other than payment obligations) if such delay is due to Force Majeure.
- If a delay of a party to perform its obligations is caused or anticipated due to Force Majeure, the performance of that party’s obligations will be suspended.
- If the Force Majeure Event continues for 30 days, either party may terminate this Contract by written notice to the other party effective from the date of the notice or a later date specified in the notice.
- In this Contract, unless the contrary intention appears:
- headings are for convenience only and do not affect interpretation;
- a person includes a corporation, unincorporated association, partnership, joint venture or public, statutory or governmental association or agency;
- a statute or regulation includes an amendment, replacement or re-enactment of that statute or regulation;
- the word “including” and similar expressions are not words of limitation;
- each provision of this Contract shall be interpreted without disadvantage to the party who drafted the provision; and
- a reference to conduct includes any omission and any statement or undertaking, whether or not in writing.
- Any notice in connection with this Contract will be deemed to have been duly given when made in writing and delivered or sent by post or email to the party to whom such notice is intended to be given, at the address or email of that as may from time to time be notified in writing to the other party, provided that the sender has not received a message to the effect that the email was not delivered or that the recipient is ‘out of office’.
- If any provision of this Contract is invalid, illegal or unenforceable, this Contract takes effect (where possible) as if it did not include that provision.
- Any failure by Espresso to insist upon strict performance by the Customer of any provision in this Contract will not be taken to be a waiver of any existing or future rights of Espresso in relation to the provision.
- The Contract is governed by the laws of New South Wales, Australia. The parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales located in Sydney, Australia..
- This Contract contains the entire agreement of the parties with respect to its subject matter and may only be amended in writing.
- This Contract does not create a relationship of agency, partnership, joint venture or employment between the parties. Neither party has any authority to act for or incur any liability or obligation on behalf of the other party in any manner.
- The parties agree that the United Nations Convention on Contracts for the International Sale of Goods adopted at Vienna, Austria on 10 April 1980 does not apply to the supply of Products under this Contract.