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MARKETPLACE TERMS AND CONDITIONS

Updated: 24 May 2019 12:54 AEDT



Welcome to Shearquantity.com's Multi-Vendor Marketplace offering you a complete e-commerce store or online marketplace shop. With our Multi-Vendor Marketplace the vendor can manage their inventory, shipment, Seller Profile page, the Seller Collection page and can also add multiple products like Simple, Configurable, Virtual & Downloadable.

Shearquantity.com is collectively referred to as "admin" "we," "us" or "our."

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR MARKETPLACE SERVICE.



1. Shearquantity.com Marketplace Agreement

1. 1. Terms of Service

a) The deal is contract between You and Shearquantity.com for products and services provided by Us.

b) Agreement should be done by hand or electronically before using Shearquantity.com Marketplace, however Your use of our Marketplace is approval of these conditions and bounded by its’ terms.

c) If you rejected the terms of this agreement, you must not use Shearquantity.com Marketplace and its’ Services.

1. 2. Avail our Services

a) We permit customers to order and pay for your products and services web world, otherwise the deal will be done in writing by Shearquantity.com. If customers get approved for purchase, you will get payment according to whatever terms and conditions are included.

b) You will be taken grant to receive payment from us. Except the following terms and conditions are your responsibility and according to clauses 2.2(c), 2.2(e) and 5.1(b) from the deal; You must deliver customer goods.

c) We will be committed to contribute our services, we can suspend your Shearquantity.com Marketplace Shop, until your responsibility is finished up and confirmed to us according to clause 8(a).

d) You should agree to follow these terms and conditions, provide the documents politely requested by us immediately in order for us to confirm the required documentation.

1. 3. Utilise Our Policies

a) The services will be available likewise:

i) Terms of use

ii) Privacy policy

iii) Return or Exchange

iv) Acceptable use policy

b) The deal will be overcome in the event of inconsistency between the provision of these Shearquantity.com agreements.

c) Occasionally Shearquantity.com will be modernised and in time You will be notified by us for changes of any document. If you are not to continue receiving the services, or do not agree to all the guidelines. You might be ended here.

1. 4. Changes to this Contract

a) Shearquantity.com may change the deal by sending a notice, 30 days prior. If you don’t want to continue it, you could postpone the agreement with clause 9.2. Otherwise we will consider you to get any changes.

2. Commitment of your Deal

2. 1. Common Obligation of our Deal

a) You should be agreed to follow our policies, terms and conditions in relation to Shearquantity.com Marketplace. You will execute our website with all guidelines, and as a Shearquantity.com Merchant, you permit customers to use Shearquantity.com for purchases up to remaining this deal.

b) You would be confirmed the Required Documentation, the deal will be done electronically or in writing by us.

c) You should be refused to give any information about Shearquantity.com that will be false. Without being controlled this clause 2.1(c), you will not announce any statement about Shearquantity.com or our services. Except those:

i) The customer will be admitted.

ii) It will be included on our website.

iii) Shearquantity.com will be offered all document.

iv) It will be upgraded in time or Shearquantity.com has permitted in writing.

v) You permit to get to exhibit promotional document on our website.

vi) Except limiting clause 2.1(d) You must:

vii) You will be described on our website about the terms and conditions of Shearquantity.com.

viii) We will approve your Shearquantity.com Marketplace Shop in time.

ix) We will be followed with reasonable direction for your Shearquantity.com Marketplace Shop that will be displayed.

x) You will be followed to modify, replace and remove any product, description or category that will display in our website.

f) If documents displayed on Your Shearquantity.com Marketplace shop do not comply with clause 2.1(c) or (e) above. We will be permitted by You to modify or delete the relevant document from display. You shall follow with any request under the clause 2.1(f) within 7 business days, You will be notified about the material. If You will breach Shearquantity.com, we will be suspending You under this agreement clause 9(a).

g) You must cooperate with us to settle any argument with customers on time. (We will be taken any action where it is required).

h) You will follow all relevant laws to achieve the commitment under this deal related to each Shearquantity.com Marketplace purchase. You must help Us to follow the responsibility of our relevant laws. We can suspend the performance of services to You. If we assume that any relevant laws will be breached in connection to Shearquantity.com, our Marketplace service and this deal.

i) You must not offer false and misleading information.

j) We provide the Marketplace services with our software.

k) You must inform us to advertise or offer restricted goods or services for sale.

l) As a Shearquantity.com Merchant, You will assign to us Your PCI DSS responsibility of customer’s credit card and data information connected with any Shearquantity.com purchase.

m) You approve for your agents, associates, contractors, employees, subcontractors, or anyone else who uses Your Shearquantity.com Marketplace Shop Account. You are responsible for any person who abuses his/her right. If You want to correct a person’s right, you must offer us with written instruction.

n) Without acceptance, You must not permit customers to buy gift cards via our website or for using Shearquantity.com.

2. 2. Responsibility of Shearquantity.com

a) If a customer will purchase using Shearquantity.com, the system makes and issues an order confirmation, once we check and approve you get email notification.

i) Seller will pick and pack the order.

ii) Seller can issue an invoice for each order separately then email to: [email protected].

iii) Out of stock, discrepancies, refunds, problem and solutions will be raised.

iv) You will upload tracking number and lodge the consignment to the post carrier.

b) According to clauses 2.2(c) and 2.2(e), You must make an attempt to ensure that all goods will deliver on time, during the delivery period (up to maximum 14 days), Except You will give an alternative delivery time with the customer, or the postage carrier admits they lost it and have to wait for their processing period.

c) After receiving Payment Confirmation, You must provide goods to the customer. Without Delivery Confirmation Shearquantity.com has no liability.

d) In spite of 2.2(c), if you receive payment confirmation and after delivering the goods, in accordance with the terms and conditions of this agreement (including clauses 4.2 and 5.1).

e) You will be asked to provide proof of delivery if your customer requests a refund on the basis that the goods have not been received.

i) If you are using our services and sell product, you will get as much details from the shipping carrier; Recipients name, Signature, tracking details, goods location, email or other notice that the goods are secure or delivered to the specified address given by the customer. And

ii) The Goods will prove supply of the service.

f) If you do not share this information and resolve the items whereabouts or verify delivery to the customers address; within 2 business days,

i) You must repay to us any settlement amount that we have paid, we will request and incur the charges back. According with clause 4.1(c), so that we will get paid.

ii) Customer will be refunded their money.

iii) You will be responsible about the payment rights

iv) We will not take any responsibilities for you in connection with the Shearquantity.com Purchase.

g) You will not increase shipping cost, sale price or others because Customer will use Shearquantity.com for their purchase.

h) You will be responsible for taking the insurance liabilities for your delivery of the products. During delivery Shearquantity.com will not be responsible for any damage or any loss between services.

i) Without ourselves you are not allowed to take any payments. If you receive it will be managed with clause 4.1

2. 3. Convey our Assignment

a) You will not transfer or assign any rights without our prior written approval.

b) We will inform You in advance if we transfer this deal to a third party.

2. 4. Conceptual Property

a) Following this agreement any party does not have any rights in respect of the intellectual property of the other. Party will not be allowed to use intellectual property of the other party except.

i) With written approval and according to the terms and conditions,

ii) as specially permitted in this deal.

b) We will agree to allow You a non exclusive and non transferable royalty free licence to use and reproduce.

i) the Shearquantity.com Logo

ii) our social media account and pages will be shared by you

iii) other Shearquantity.com intellectual property supplied by us from time to time.

c) Following written approval, You will submit for using proposed applications of Shearquantity.com Intellectual Property. Under this Agreement, except in the event which is used extensively, permitted by us. If our intellectual Property makes you uncomfortable, we fulfilled you for any doubt (including any report about Shearquantity.com and any promotional document). According to this deal, You will be provided such agreement for that purpose.

d) You must be ended up the use or display of any Shearquantity.com Intellectual Property or change the manner politely requested by us. Without limiting clause 2.4(d), if the deal is violated, You will be removed from display or others related with Shearquantity.com and You must be stopped using Shearquantity.com Marketplace to reinstate your right you must back with

i) Promotional document

ii) written agreement document by Shearquantity.com.

e) You will allow us to use anything about Your details (Name, Logo) of your business, services and products in any of our marketing documents including from posts on social media (including minimum of facebook, twitter, instagram, pinterest) and in a directory listing of Shearquantity.com Merchants. You have to allow ourselves to use one or more images free of cost for Your marketplace shop and in our directory listing of Shearquantity.com Merchants. If You inform us, the details of Your business will be removed and updated from our marketing document.

f) You should be agreed that Your social media account and pages will be linked and shared by us Without Your acceptance and without any kind of payment:

3. Authorisation of Software

a) We allow you non transferable, non exclusive, royalty free licence for the conditions of this deal that will be used Worldwide. Software will be provided by us under this deal.

b) The law permits under clause

i) We will provide you software on an “as is” basis, and

ii) We will eliminate all representation and warnings, if it is expressed or implied you will not be given assurance about the presentation of the software. (Including it is error free or secure access service).

c) Without our written acceptance, You will not copy, modify and alter or use for any other purpose and you will not be allowed to provide the software with any third party.

d) On termination of this deal, Your documents on our software will be deleted permanently.

4. Payment Information about this Deal

4. 1. Payment to us and our fees

a) All payments will be done in Australian dollars.

b) You must pay the commission fee for each product or service sold through your Shearquantity.com Marketplace shop. There is different commision for every seller.

c) At its caution,

i) We will request to incur charges back.

ii) Debit your seller account, or we will be made to deduct those sums against any future payment.

iii) Following this deal; Under this Agreement, You will be owed all amount by us (including, with limitation, any Fees, Refund Amounts and Customer Payments)

d) Non payment of charges back request; We will be authorised to debit Your Seller account in the clause 4.1(ii).

e) Wrong payment will be refunded by law.

i) Customer will be refunded any amount which was paid to Shearquantity.com, or
 
    

ii) The customer will receive the agreed Discount or Refund.

f) According to clause 7, You and Shearquantity.com will resolve any problem about Refund of any returned Goods and the payment of an unexpected Refund amount.


g) If a customer has a problem with You, we will withhold that (Shearquantity.com will be able to consider any dispute reasonably) so to the argument will be solved.
 


h) This clause will not prevent any customer to utilise their rights for returning goods (including for the exchange or repair of the Goods) or store credit for the Goods.

4. 2. Payment from us to You

a) We must pay You the settlement amount related to the purchase, according to this clause 4.2 and 4.1(c)(ii).

i) You must upload the tracking number to shearquantity.com.

b) We will make payment individually for each transaction via Shearquantity.com. We will pay all settlement amount to your nominated account then we will provide payment confirmation.

i) Manual Payment:

We have designed a Bank deposit and Wire transfer system to help us deliver your funds to both domestic and global destinations. In order for us to properly apply your payment, please confirm your bank account verification,

ii) PayPal; Adaptive Payment will split the payment among seller and admin dynamically.

Marketplace Paypal Adaptive Payment module provides refund feature from seller and admin's end. 

A. Refund can be partial or complete.

B. Payment will be split into seller and admin accounts.

C. Seller is Primary Recipient of funds.

D.  Admin will get the commission based on sellers.

iii) Stripe Connect;  Under this module, the sellers can add their stripe account and payment is split between sellers and admin at the time of payment.

iv) To prevent fraud or suspicious activities, or otherwise illegal behaviour we may withhold payment to you. According to clause 4.2(g)

c) Seller needs to connect with their adaptive payment gateway method to make transfer successful. If a seller has not connected their account then they can not receive payment using adaptive payment method and all his payment will be moved to admin account for manual payment.
 


d) Shearquantity.com is not responsible for any fees or charges imposed on any of your financial accounts when receiving payment from us. Check with your bank, financial institution or Adaptive Payment Gateway provider and refer to their corresponding service fees and charges.

e) After receiving a payment confirmation from us it could take ten working days sometimes more for the funds to arrive in your account.

f) If You receive payment of a Shearquantity.com sale directly from a customer. (“Customer Payment”)

i) You will inform us on time about customer payment, including the identity of customer and the identification of the goods too.

ii) If we are affected by you about a Shearquantity.com Purchase. You must hold the customer’s payment for our profit until the amount is paid by you to Shearquantity.com. Shearquantity.com can elect for paying the due amount according to clause 4.1(c).

g) In spite of clause 1.2(c) before completing the Seller Profile and Verification Process You will allow customers to make purchases using Shearquantity.com.

i) We have the right to withhold the amount to you until the goods are confirmed delivered.

ii) We have the right to withhold the amount to you until your Seller Profile and verification is complete.

4. 3. GST - Australia and New Zealand

a) Shearquantity.com is registered for Goods and Services Tax (GST),

i) Australia, Steven Wilson T/AS SHEARQUANTITY.COM ABN: 89191194568

ii) New Zealand, Wilson Pastoral Limited T/AS SHEARQUANTITY.COM NZBN: 9429041491072 GST: 5498025

b) Products and Services sold to:

i) Australian Consumers are subject to 10% GST applied to subtotal and freight.

ii) New Zealand Consumers are subject to 15% GST applied to subtotal and freight.

c) Every party can ensure that each invoice will present to the other party about any GST amount and that is a valid tax invoice under this Agreement according with this clause 4.3(b).

   

4. 4. Importing Goods to Australia or New Zealand

a) Goods entering foreign borders are subject to local laws and clearance duties. Our website has calculators which estimate GST, charges, duty, fees and other tax for imports to Australia and New Zealand, the customer pays this on checkout Shearquantity.com pays Customs.

4. 5. Exporting Goods From Australia or New Zealand

a) Products sold for export from Australia or New Zealand; are considered Duty Free, subtotal and freight exclude GST.

b) Receiver of the goods is responsible to pay their relevant local tax, fees and charges imposed at their border.

4. 6 International Sales and Tax Obligations

a) We can customise any tax requirement for You, so that Your local tax obligations are met. We can assign tax rules for any particular region/s per each sellers unique requirement.

b) Purchases sold to consumers in your homeland may need to be charged applicable tax. It is your responsibility to notify us and we can help you to meet your tax obligations. Complete the required documentation during registration.

c) Every party can ensure that each invoice will present to the other party about any GST, VAT or TAX amount and that is a valid tax invoice under this deal.

5. Shipping

a) According to the vendor, shipping in Shearquantity.com is an essential feature for the buyers and vendors. Keeping this in mind we have created an add-on for the vendor to choose from either of these shipping methods.

b) Orders placed on business days (Monday - Friday) are typically approved on the following business day, however it could take up to 48 hours before the seller receives an approval notification by us. Typically You will prepare and ship the order within 1-3 business days. If the order is placed on a weekend, it will ship the following Monday. Business days do not reflect weekends or holidays.

5. 1. eShipping Authorisations 


a) Shearquantiy.com provides DHL, Australia Post and New Zealand Post Shipping service for shipping products locally and across the world. These are the most trusted shipping methods in terms of cost and product delivery.

i) It allows customers to see the live shipping rates.


ii) Seller has the authority to enable or disable Shipping method.

iii) Seller can use Admin or save his/her own Post Account Account.

iv)  It has a dynamic method for shipping rate calculation, it will start from the sellers address.
    

v) The Seller can download & print the Shipping label and can add the address, VAT, GST, TAX information on the Invoice & Packing slip.


b) Free Shipping, Customise Shipping Table Rates, Shipping On Per Product and Per Country Per Product Shipping is an add-on of Shearquantity.com It allows the seller to add shipping price for each product and territory. Vendor can add Invoice & Packing slip address, VAT, TAX information and can enter tracking number and save it.

c) Not all items are suitable for sending by post or courier. Please check with the carrier that your item is safe and suitable. It is your responsibility to check whether an item is Prohibited or Restricted.

d) Governments have laws which prohibit or restrict the export and import of various types of items. You must ensure that your item is not prohibited from export or import. Prohibited items will most likely not deliver and you will be accorded to clauses 2.1(k) 2.2(c), 2.2(e) and 4.1(c) from the deal.

e) Sending lithium batteries (DHL only),

i) You are responsible for the requirements below;

A. 
Only 2 batteries or less.

B. Capacity of the battery (Watt Hour rating) must be less than 100 WH.

C. Battery must be contained in the equipment
.

D. Packaging must be a secure strong box (no DHL Flyers / Satchels).

E. All devices must be switched off
.

ii) The wording in the description section of the AWB should be as follows;

A. Lithium Ion battery, in compliance with Section II of PI967 (4 cells/2 batteries or less)


B. Lithium Metal battery, in compliance with Section II of PI970 (4 cells/2 batteries or less)


f) Any shipments that do not meet requirements will be stopped by the postage carrier and probably destroyed, however You will be charged to recover any consignment that is returned to you and All costs related to a Failed Consignment due to packaging errors belong to You including Your responsibility to clause 1.2(b).

6. Payment, returns and refunds by Customers
 


6. 1. Responsibility of Returns, Refund and Chargeback
 


a) You must accept any customer’s request for return in good faith and according with relevant laws.


b) In the clause 6.1(e), If you will accept Goods for Refund (in whole or in part), Shearquantity.com will be repaid any Refund amount due and not the customer. You will get a receipt of the return Goods on time, inform us through email For certainty, All Shearquantity.com purchases will be accepted for Refund (in whole or in part) according to clause 6.1(e), will be refunded through Shearquantity.com.

c) We will be accepted for Refund (in whole or in part) any returned Goods. We will recover that according with clause 4.1(c).
 


d) If You want to provide a discount to customer or refund any part of sale price, regarding of any Goods:



e) If We will be effected a payment to You regarding of Goods. You will be responsible to us for discount or Refund on the payment date, We will approve those sums according with clause.

6. 2. Assignment of Payment Right


a) At the time every Shearquantity.com Purchase will be made by a customer, You should assign us unconditionally. You should contract with the customer for any obligation of any present or future of the Customer to pay the Sale Price and any Shipping Costs (including all of your rights, powers and remedies, and all proceeds or damages will be paid, collected, received or recovered). (Payment Rights)
  


b) We might be acquired the payment Rights, and take any step to protect or perfect our rights (including customer will be assigned by us to You that the payment should be given by them and or a notice without limitation and executing any instruction or other document and performing any act about the payment Rights and they should have made all payments of Purchase to the account by us and giving a notice of any Payment Rights to the relevant Customer or any other interested person) You will agree to do anything that we ask, (including signing documents and notice to customer and other interested person) You will assist us to utilise our right, power and remedy.
  


c) If You need what we do, In accordance with this agreement You will be offered a letter that we have no interest in any of Your assets not forming part of the Payment Rights and
consent to verify that.
 


d) You will accept any Goods for Refund and at the time You will accept those return Goods which are connected with the sale price component of the Payment Rights, our particular responsibility of the sale price will be discharged in full about payment of the Refund amount. (including Payment Rights, we are in a relationship with You that are related to those Goods)


7. Confidentially
 


a) By the rule of this Agreement, anybody should not use their Confidential Information.



b) Any party will not disclose to any other person's of the other party’s Confidential Information.
 


c) They may disclose their Confidential Information to each other:
 
    

i) According to requirement of Relevant law.

ii) Director, officer, employee, agent or contractor will be agreed to keep those information confidential;

iii) Professional advisors, investors or financiers will be accepted to keep the information Confidential.
 
iv) It is necessary, any legal or arbitral proceedings will be involved with the first party or any of its related bodies corporate.

d) Every party should take all reasonable steps to keep the information Confidential and that will not use with other party, directly or indirectly. Every person will be revealed Confidential Information based on commitments following the consistent of these confidentiality commitments.
 


e) Every party would be rigorous to prevent any unauthorised use of its own information, disclosure or unauthorised access of the other party under its control.
  


8. Argument



a) Following some reasonable endeavours:
 
   

i) You will confirm receipt of all complaints within 2 business days.


ii) You should resolve all complaints in any event within 15 business days.
 
Not under any circumstances.



b) If You will not wish any argument, You must contact us or we will provide any alternative contact details to You for this purpose from time to time. You will be aware of the grounds for argument before 14 days as soon as possible. Email: [email protected]
 


c) We my request from you additional documentation to resolve any complaints (including customer complaints and disputes) and we should be provided all reasonable assistance by you.
 


d) If we could not resolve a dispute with You within 15 business days, we will notify You for the reason of the delay,
 
    

i) We will take more time to resolve this dispute.
 
    

ii) You will follow your rights under Relevant law, if we are incapable to resolve this dispute.
 


9. Interruption



a) Following this Agreement, we will eliminate Your access to the service immediately (We may nominate another date) by giving a written notice:


i) Any provision of this deal, we suspect that You have breached.


ii) You have changed ownership and we are unable to verify your new ownership; or


iii) We consider your behaviour to be suspicious.
 


b) Postponement will remain in place up to:

i) In clause 9(a)(i), You have rectified the breach for our reasonable satisfaction under this Agreement.



ii) In clause 9(a)(ii), We are able to verify Your new ownership.
 
iii) In clause 9(a)(iii), You provided an explanation for any suspicious behaviour, or
 


iii) According to clause 10, this Agreement will be terminated.

c) Except other commitments under this Agreement, during this time for any suspension You will follow with all directions that we will give regarding your advertisement and offer of the Shearquantity.com Multi-Vendor Marketplace Service, including Your use of Shearquantity.com intellectual Property.



10. Termination


10. 1. Termination for cause

a) Following this Agreement, One party will terminate the agreement to send written notice of termination to the other party.


i) Following this Agreement, other party will breach any provision.
 
           

A. The breach is incapable of remedy or,
 
              

B. The first party will need rectification of the breach within 14 days of the date of written notice.
 


ii) The other party is involved in any corruption activity,
 
    

iii) Shearquantity.com will stop providing the service,
 
    

iv) A force majeure event, the other party is unable to perform its responsibility within 30 days. Or,
 
    

v) The other party is the subject of an Insolvency event.


b) It is no matter to appeal Shearquantity.com’s liability for all claims, if it is in contract or offence (including negligence), or otherwise, cannot exceed out of pocket costs more than $5000.To avoid any certainty, Shearquantity.coms’ responsibility is to pay any settlement amount due to You under this Deal, clause 4.2 (a);



c) Shearquantity.com is providing services with it's related corporate and third party’s that will not be liable to You for any Resulting Loss.
 


d) By the rule of law, a party's liability to the other party under this Agreement is reduced, if any, other party's acts cause or contribute to its own loss or damage.
 


e) The parties will take all reasonable steps to reduce any loss under this Agreement.


f) Additionally, You will be given a written notice of termination to us immediately. (or from such other date as we will nominate) 


g) Your consumer agreements with customers will not reflect our contracted agreement (including, Your policies will not affect the customers to Return any Goods deliberately under this Agreement).
 


h) You have breached any of the warranties in clause 11.1 on a repeated basis.


i) Through Your Shearquantity.com Marketplace shop, You will give false offerings for sale or service, or,


j) You experienced a change of ownership or control.
 
10.2 Termination of Convenience


k) You or we will terminate this deal for any reason at least 30 days prior written notice.
 


10.3  Result of Termination


a) Termination of this deal will not affect any right or responsibilities
 
Except uncertainty, according to clause 4.1(c) and (d) You approve and receive customer payment and Refunds after termination.



b) The Agreement will be discontinued for any reason:
 
    

i) Every party should return to the others confidential information or property on time in the first party’s possession.
 
    

ii) All rights and licences will terminate immediately, except that has been provided with this deal and You should:

A. All Shearquantity.com Intellectual Property will be stopped immediately and remove all references to Shearquantity.com from Your business, and
 
       

B. In clause 3(d), You should follow your responsibility.
 
       

C. In spite of clause 4.2(c), You will repay the due amount under this deal after the date of termination may be withheld up to our satisfaction about the responsibility in clause 10.3(b)(ii)(A).
 
        

D. Clauses 4.1(c) and (d), 4.2(b), 5, 6,9, 10 and 11 of this Agreement will be survived termination of this agreement.
 


11. Warranties

11. 1. Liability and Indemnity
 


Your representations and warranties



a) You warrant and represent that:
 
       

i) Nothing to suspect any fraud or suspicious activities about the Shearquantity.com Marketplace Transaction, You or Your employees or agents otherwise; engaged in any illegal behaviour about it.
 
       

ii) The Shearquantity.com Marketplace Transaction, represents a bona fide sale of Goods.

iii) You have delivered of all Goods.
 
       

iv) The Goods should deliver to the customer at the time that will fit for any particular purpose.
 
       

v) Goods are related to goods.
 
           

A. Goods should be listed legal liability, property and claims;
 
           

B. The Goods should be marketable and acceptable quality when it is delivered to customer; and
 
       

C. The Goods should be matched any sample or demonstration model that will be shown to the Customer; and it is also related to services:
 
           

vi) Goods are also related to service;
 
               

A. the Goods will be provided with due care and skill; and
 
               

B. the Goods should be Delivered within the agreed time frame for provision of the Goods; and
 
           

vii) You will not use any special arrangement or condition, discriminated against the Customer with regarding of the terms of condition of Shearquantity.com Marketplace Transaction.


11. 2. Our warranties and Your Non-Excludable Rights


a) Consumer protection legislation will involve guarantee or conditions into this Deal, otherwise they will impose responsibility on us that should not be excluded, restricted or modified (mention as Non-Excludable Rights). For example, consumer protection legislation will involve non-excludable warranties that products and services will be provided with due care and skill that will be fit for any specified purpose. Law should be followed for this Agreement and it is deliberate to restrict of Non-Excludable Rights, except relevant laws. Our Services will give the nature (including our Services' reliance on systems and services), we cannot guarantee uninterrupted or secure access Services constantly, and we will not give any warranties about the processing of payment transactions.
 


b) Following this Agreement.
 


c) By the rule of law and subject to clause 10.2(a), we will not give any suggestion about warranties.
 


11.3. Limitation of Liability
 


a)  By the rule of law and clause 11.2(a), limitations on Shearquantity.com's liability has contained in this Agreement. Our liability is deliberate to limit on You nothing in this Agreement under the relevant consumer protection laws.



b) Subject to clause 11.3(a) above, and by the rule of relevant laws can permit us, Shearquantity.com’s liability is connected with the Non-Excludable Rights, (including its liability for breach of any implied condition or warranty) options are:

                                                            

i) There are our services:
 
       

A. The relevant services will supply; or
 
       

B. The relevant services will supply after payment; and
 
    

ii) Goods :
 


A. Replacement or equivalent goods will supply;
 
       

B. Goods will repair;


C. By the rule of law and subject to clauses 11.3(a) and 11.3(b):
 
   

iii) Shearquantity.com will not be liable for any loss or damage when services will be unavailable, except our negligence, wilful misconduct or breach of this Agreement;


11.4. Indemnification
 


a) You will compensate for harming to us and our related bodies corporate and their respective officers, directors, employees and agents from and against all claims, actions, losses, offsets,
liabilities, damages, judgments, amounts  have paid in settlement, costs and expenses (including reasonable legal fees and disbursements and collection fees) in related with:


i) You will compensate any customer in relation to the Shearquantity.com Marketplace Transaction;
 
  

ii) any Goods (including, those Goods are related to product liability or, supply of the Goods which breaches a statutory guarantee, and any claim by the Customer associating the quality or sufficiency of the Goods); and
 


iii) You or Your officers, directors, employees or agents represents any false or misleading conduct related to a Shearquantity.com Marketplace Transaction or any related Goods, the Services, or any related matter.
 


b) Indemnity is Your independent obligation under this deal and it continues after this Agreement ends. It is not necessary for us to loose money or make payment before we execute a right of compensation under this Agreement. Under clause 11.4, we will not utilise the right of compensation until we raised the relevant issue with You for discussion, and You have to have a valid time to respond with Customer for our satisfaction.


c) By the rule of clause 11.4(a), any person other than Shearquantity.com, we will contract trustee rights under this compensation agreement.
 


12. General
 


12. 1. Notices



a) Following this Agreement, any notice should be served in English and sent to the recipient at the address or email address specified from time to time.
  


12. 2. Relationship of the parties
 
Shearquantity.com does not:
 
    

a)  Be in relation to You a partnership, joint venture, agency or employment;
 
    

b) Verify Customer’s identity to buy goods or services from Shearquantity.com

c) Liable for any taxes or collect or pay any taxes that will arise from Your use of our Services.

12. 3. Governing Law and Jurisdiction

a) The law in force in New South Wales, Australia has done this deal. Every party need to submit to the non-exclusive jurisdiction of the courts in New South Wales, Australia.

b) You and the relevant customer has contracted for the sale and delivery of any Goods and the Customer’s rights and remedies about sale and purchase (including Your offer of Return of those Goods or Discount) except Shearquantity.com (the law permits under clause).

12. 4. Entire Agreement

This Agreement has been replaced any and all previous executed contracts about party.

12. 5. Waiver

Under this Agreement, a failure to exercise or a delay in exercising any right, power or remedy that will not operate as a waiver. A single or partial exercise or waiver will not preclude any other right, power or remedy. A waiver will not be valid or binding until granted with written acceptance.

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