Ordering Service Terms and Conditions
1. The Schweppes ordering service (“Service”) is a service provided by Schweppes Australia Pty Ltd (ABN 51 004 243 994) (“us”, “we”, “our”) for Schweppes customers (“you”), via the Schweppes Australia website or any replacement website we notify to you from time to time (“Site”). The service is powered by and is provided in conjunction with IP Payments Pty Ltd (ABN 86 095 635 680) (“IP Payments”).
3. We recommend that you carefully read these Terms before you use the Service. If you do not agree to these Terms, you should not use the Service.
4. These Terms operate in addition to any terms of trade you have agreed with us (for example, when you applied to become a Schweppes account holder or any agreement for the supply of products). Those other terms are incorporated by reference into these Terms. If there is any inconsistency between these Terms and the other terms, the other terms prevail to the extent of the inconsistency.
Changes to these Terms
5. From time to time, we may need to change these Terms to reflect our changing business. We may also need to change these Terms if we are required by law, for security reasons or for technical or infrastructure reasons.
6. Without limiting the rights in clause 16 and 17 of these Terms , we may change the Terms at any time by posting the changed Terms on the Site and by posting a notice to users on the homepage stating that a change has occurred. If you do not agree with these changes, then within sixty (60) days of these changes taking effect, you have the option to terminate these Terms.
7. You may not use the Service unless and until you have registered with us as a user of the Service.
8. When you register, we will give you a username and password to access the Service. You may be asked to change your username and password when you first access the Service and at subsequent intervals.
9. You are responsible for keeping your username and password secret, and (if you are not an individual) for ensuring that it is only disclosed to your authorised representatives. You are also responsible for all transactions carried out via the Service using your username and password.
Use of the Service
10. You may use the Service to order Schweppes products from the product list on the Site ("Product List").
Information about products
11. We will use reasonable efforts to ensure that we have in stock the products shown in the Product List. However, we do not guarantee the availability of any products, and we will not be liable for any loss, damage or costs incurred by you or any other person if we are unable to provide you with products shown in the Product List.
12. We will use reasonable efforts to include in the Product List up-to-date pictures of our products. However, at times, the pictures in the Product List may differ from the products actually supplied to you.
13. Some products may have a minimum order requirement. If so, we will use all reasonable efforts to specify this in the Product List.
14. You are responsible for correctly entering all requested order information. If incorrect information is entered, it may result in you receiving and being liable to pay for unwanted products.
15. You may be issued with an order confirmation or receipt for orders you place via the Service. Issue of an order confirmation or receipt does not mean that your order has been accepted by us or that we will be able to complete the order in whole or in part. Orders will not be binding on us until we have delivered the order to your nominated address and you have accepted the order by signing the delivery docket.
16. You must pay us the price for the products within 28 business days from the date of our statement to you. The price is exclusive of applicable taxes (including GST) unless expressly stated otherwise. Subject to clause 17, we may vary the price for the products in the following circumstances:
- in accordance with changes to our published price list;
- to reflect an increase in the cost of supplying the products to you; or
- in accordance with the cumulative movement in the CPI of the preceding 12 months.
17. If the price variation referred to in clause 16 results in a material price Increase (being one where the average increase is more than 10% of the current price for all products you order from us under this Agreement) you have the option to terminate these Terms by giving us notice.
18. In addition to the price for the products, we may charge a container deposit levy for products supplied for sale in any State or Territory that has a container deposit scheme. If applicable, we will notify you of the relevant container deposit levy that will apply to products supplied under these Terms.
Dispatch and carriage
19. We will use all reasonable efforts to supply the quantity of products ordered, by the agreed delivery date. If we are unable to do so, we will work with you to minimise the impact to your business.
20. Title to products will not pass to you until you have paid for them in full. However, risk will pass to you when the products are delivered to you.
21. We reserve the right to take possession of and to dispose of products as we see fit at any time until you have paid for the products in full. You authorise us to access and enter your land and premises in order to exercise these rights. For the purposes of determining which of the products in your premises have been paid in full, you and we agree that operating inventory will be treated on a first in, first out basis.
Invoicing and payment
22. On delivery, we will provide you with a tax invoice specifying the total price for your ordered products including any applicable credits, taxes, service and delivery fees.
23. You must pay all invoices by the date specified on the invoice. If any invoice is not paid in full on or by the due date, (without limiting any other rights we may have) we may charge you interest on the outstanding amount calculated from the due date of payment until payment is made in full. Interest will be charged at the National Australia Bank benchmark rate plus 3%.
Product warranties and liability
24. We warrant that products supplied by us will, on the date of dispatch, be of merchantable quality and will comply with all applicable laws. To the extent permitted by law, we exclude our liability for any loss, damage or injury arising from any defect, or nonn-compliance with a condition or warranty, in products and if our liability cannot be excluded, we limit it, subject to law, to the replacement of the product.
25. For the avoidance of doubt, nothing in these Terms exclude, restrict or modify any rights, remedies, guarantees, conditions or warranties that are implied or imposed by law that may not be excluded, restricted or modified.
26. The Service may be accessed via the Schweppes Australia website or any replacement website we notify to you from time to time.
27. We will use reasonable efforts to provide access to the Service 24 hours each day, seven days per week. We will use reasonable efforts to notify you in advance of any planned disruptions to the Service by way of a service notice on the Site.
28. However, we cannot and do not guarantee the availability of the Service, and to the extent permitted by law, we will not be liable for any loss, damage or costs incurred by you or any other person if the Service is unavailable at any time.
29. In addition to our obligations at law, we will use all reasonable efforts to ensure that the Service is secure and that the information you provide via the Service is kept confidential and secure. Further information about the security measures implemented by IP Payments for the Service is available at the IP Payments website.
30. However, you acknowledge that all electronic and telephonic data transfers are potentially susceptible to interception by others. We cannot and do not guarantee that information you submit via the Service will not be monitored, read, or intercepted by others, and we will not be liable for any loss, damage or costs incurred by you or any other person if your information is monitored, read or intercepted in this way.
Our liability to you
31. To the extent permitted by law, we exclude our liability for any loss, damage or injury arising from any defect, or non-compliance with a condition or warranty, in products and if our liability cannot be excluded, we limit it, subject to the law, to the replacement of the product.
32. For the avoidance of doubt, nothing in these Terms exclude, restrict or modify any rights, remedies, guarantees, conditions or warranties that are implied or imposed by law that may not be excluded, restricted or modified.
33. You must indemnify us against any claim, loss, liability, cost or expense which may be incurred or sustained by us in connection with:
- third party claims; and
- product recalls,
except to the extent that we have caused or contributed to the loss.
34. Either party may terminate or suspend these Terms immediately by notice in writing to the other party if:
- the other party breaches any material term of these Terms and the breach is not remedied within ten (10) business days of receipt of notice of the breach; or
- the other party becomes bankrupt, goes into liquidation, is under external administration or any other event which is indicative of insolvency.
35. In addition to the circumstances described in clause 33, we may also terminate or suspend these Terms immediately by notice in writing to you if you:
- bring into disrepute our name, reputation, products or interests in a way that materially prejudices us; or
- you endanger our employees by engaging in conduct that would reasonably be considered as aggressive or threatening; or
- you transfer or dispose of these Terms without our prior written consent.
36. If the Service or your access to the Service is terminated or suspended in accordance with clause 34 or 35, you will still be responsible for any fees and charges you incurred in relation to the Service before the termination or suspension date.
37. We and our licensors own all intellectual property rights relating to the Site or the Service, including all intellectual property rights in any pictures, catalogues, trade marks and other content appearing on the Site. This content is provided for reference purposes only and must not be copied or otherwise reproduced without our prior written permission.
38. We and you are independent contractors and no agency, partnership, joint venture or employment relationship is intended or created by these Terms.
39. If any of these Terms are invalid, unenforceable or illegal, that term will be struck out and the remaining terms will remain in force.40. If we do not act in relation to a particular breach by you of these Terms, this will not be treated as a waiver by us of our right to act with respect to subsequent or similar breaches.
41. These Terms (and your dealings with us) are governed by the law in force in the State of Victoria, Australia. You and we each submit to the non-exclusive jurisdiction of the courts of that State.