Carbon Planet Terms and Conditions

Terms and Conditions PDF

V8 - 1 June 2005

1 INTRODUCTION

1.1 Please read these terms and conditions carefully before placing your order.
1.2 Your purchase of Goods and/or Carbon Products from Carbon Planet Limited ABN 11 091 160 897 (in this Agreement referred to as "Carbon Planet", "our", "we" or "us") is subject to the terms and conditions of this Agreement.
1.3 By submitting an Order Form (online by submitting a web form and offline by submitting a paper form), you acknowledge you have read, understood and agree to be bound by these terms and conditions, and that your order to Carbon Planet is subject to these terms and conditions.
1.4 Please note that your personal information may be used and in some cases disclosed to third parties in order to validly transfer ordered Carbon Products to you under any applicable Certificate Scheme that governs the transfer of such Carbon Products to you. In completing and submitting the Order Form, you expressly consent to such use of the personal information you provide to Carbon Planet on the Order Form.

2 DEFINITIONS

In this Agreement:

2.1 "Agreement" means an agreement between you and Carbon Planet for the purchase by you of the Goods and/or Carbon Products.
2.2 "Carbon Products" means Certificates.
2.3 "Certificate" means a certificate that represents one tonne of carbon dioxide abated by the activity in respect of which it was created.
2.4 "Certificate Provider" means a provider of Certificates from which Carbon Planet purchases Certificates for re-sale to you.
2.5 "Certificate Scheme" means any applicable statutory scheme that governs dealings with respect to a particular type of Certificate sold by us, including the creation, buying and selling of such Certificates.
2.6 "Goods" means any goods (excluding Carbon Products) described in the Order Form and includes packaging.
2.7 "Order Form" means an order by you to purchase Goods and/or Carbon Products from us.
2.8 "Postage" means the fee charged to you by us for delivery of the Goods.
2.9 "Price" means the price offered to you by us for Goods and/or Carbon Products at a particular time, which includes Postage.
2.10 "Products" means Goods and/or Carbon Products.
2.11 "Tax" means any tax, charge, duty or fee charged in addition to the Price for Goods and/or Carbon Products sold in your jurisdiction.
2.12 "Total" means the amount payable by you to us for Goods and/or Carbon Products ordered by you, which includes the Price and any applicable Tax.
2.13 "Web Site" means Carbon Planet's web site, located at "http://carbonplanet.com/".

3 ORDER FORM

3.1 You must complete and submit an Order Form indicating the number and type of Carbon Products and/or Goods you wish to purchase from Carbon Planet.
3.2 So that we may provide you with the Goods and/or Carbon Products you have ordered, you warrant that all information and data provided by you in the Order Form is accurate, complete, and up to date.
3.3 We rely on the accuracy of the information and data provided by you on the Order Form and, if you fail to supply accurate information on the Order Form, the delivery of the Goods and/or transfer of the Carbon Products from us to you may be invalid or ineffective.
3.4 If there is any change to the information or data you provided to us, you must notify us of that change as soon as possible.
3.5 Where legislation requires a document to be in writing, or requires your original signature, to the extent permitted by law, your submission of an electronic Order Form constitutes a written document with an original signature for the purposes of that legislation.

4-5 ALL PRODUCTS

4 AVAILABILITY

4.1 Carbon Planet cannot guarantee the availability of any Products ordered. You will not be charged for any Goods and/or Carbon Products that are not available for any reason including, without limitation, as a result of any changes to any applicable Certificate Scheme or its regulatory framework.
4.2 We reserve the right to change the available range of Goods and/or Carbon Products without notice.

5 PRICE

5.1 Carbon Planet reserves the right to change the Price of any Product without notice.
5.2 The Total payable for Products ordered is the Total stated by Carbon Planet at the time the Order Form is submitted.
5.3 Unless otherwise stated explicitly in writing by us, amounts payable by you to us for, or in connection with, the Price of any Products under this Agreement do not include any Tax. You are responsible for payment of all Tax imposed in your jurisdiction in connection with any Products you purchase from us.

6-8 GOODS

6 GOODS: DELIVERY

6.1 Unless otherwise agreed, we will use all reasonable endeavours to deliver the Goods listed on the Order Form to you within 14 days within Australia and 28 days elsewhere.
6.2 We reserve the right to only arrange for delivery of the Goods if the Total for the Goods has been paid in full.

7 GOODS: TITLE AND RISK

7.1 If we do arrange for delivery of the Goods before all payments for the Goods have been made in full, the title of the Goods remains with Carbon Planet until all payments have been made in full.
7.2 Where the unpaid portion of the Total of the Goods exceeds one thousand Australian dollars:
- 7.2.1 until such time as title in the Goods passes to you, you must hold the Goods as our fiduciary agent and bailee and must keep the Goods separate from all other products unless we otherwise agree in writing. You must keep the Goods properly stored, protected and identified as our property; and
- 7.2.2 where full payment has not been made two months after delivery of the Goods, we may thereafter at any time require you to deliver up the unpaid Goods to us and, if you fail to do so immediately, we may enter your premises or the premises of any third party (where the Goods are stored) and repossess the Goods; and
- 7.2.3 where full payment has not been made two months after delivery of the Goods, you agree that we are thereafter authorised to enter any premises where the Goods are located and you will indemnify us against all claims, damages or other losses of whatever nature suffered as a consequence of recovering or attempting to recover the Goods.
7.3 The Goods shall be at your risk from the time the Goods leave our premises for delivery to you.

8 GOODS: EXCHANGE AND REFUND

8.1 We will replace defective Goods or refund the Total paid by you to us for the defective Goods (less an amount equal to the Postage if Carbon Planet so chooses) provided the defective Goods are returned to us within 14 days of the date that the defective Goods are delivered to you.

9-12 CARBON PRODUCTS

9 CARBON PRODUCTS: ACKNOWLEDGEMENT

9.1 You acknowledge and agree that the parties must comply with all requirements (statutory or otherwise) of any applicable Certificate Scheme;
9.2 You acknowledge and agree that you must at all times authorise us and consent to us taking all steps necessary to comply with all requirements (statutory or otherwise) of any applicable Certificate Scheme, including, without limitation, the transfer of Carbon Products to or from you or providing information to the administrators of any applicable Certificate Scheme required to effect the transfer of the Certificates to or from you;
9.3 You acknowledge and agree that failure by you to provide us with the requisite consents and authorisation will result in delays to transfer and/or inability to transfer the Carbon Products to you;
9.4 You acknowledge and agree that any errors by the Certificate Provider may result in delays and/or the inability to transfer the Carbon Products to you, and if this occurs we will not be liable for such delays and/or inability to transfer.

10 CARBON PRODUCTS: AUTHORISATION

10.1 You hereby expressly and unconditionally give us your consent to, and authorise us to, act on your behalf as your agent solely to:
- 10.1.1 register you, if required, under any applicable Certificate Scheme as necessary to effect the transfer of the Carbon Product from us to you;
- 10.1.2 transfer the Carbon Product from us to you; and
- 10.1.3 transfer the Carbon Product from you to us in the event that your payment is not successful or in the event that you request a refund as per Section 12 below.

11 CARBON PRODUCTS: PROCESSING OF ORDERS AND TITLE

11.1 We reserve the right to reject your order at our sole discretion. If your order is rejected, you will receive notification of that fact by us. If you wish to re-order the Carbon Products you must then complete and submit a new Order Form.
11.2 If your order is accepted, we will use the personal details you have provided to transfer the Carbon Product to you. This may involve us acting as your agent (to which you expressly consent) to register your details with any applicable Certificate Schemes. It may also require Carbon Planet to act as your agent to transfer the Carbon Product to you and to conduct any other acts that are necessary under any applicable Certificate Scheme to give legal effect to the transfer of the Carbon Product from us to you; and
11.3 If the transaction fails (e.g. because processing of your payment fails, or processing of the certificate transfer fails), Carbon Planet reserves the right to transfer the Carbon Product back from you to us (as indicated on the Order Form, and to which you also have expressly consented under these terms and conditions). If this is the case, we will notify you and provide details of why the transaction has failed. If you wish to re-order the Carbon Products you must then complete and submit a new Order Form.

12 CARBON PRODUCTS: REFUNDS

12.1 We will refund the Total paid to us in relation to any Carbon Product in full provided you request a refund within 14 days of the date that you are notified that the Carbon Product ordered has been successfully transferred to you. Refunds are only available where the Carbon Product has been transferred immediately back to us (i.e. where you have not on-sold the Carbon Product to someone else or otherwise encumbered the title to the Carbon Product which matters will be determined by us in our absolute discretion).
12.2 After 14 days of the date that you are notified that the Carbon Product ordered has been successfully transferred to you, you may offer to sell the Carbon Product back to us, but we are under no obligation to buy that Carbon Product back.

13-16 GENERAL TERMS AND CONDITIONS

13 WEB SITE ACCEPTABLE USE AND CONTENT

13.1 We aim to include on the Web Site up-to-date pictures, descriptions and specifications of the Products, but we do not warrant the accuracy of any information on the Web Site.
13.2 You acknowledge that we do not and cannot in any way supervise, edit, or control the content and form of any information or data accessed through your use of the Web Site and we shall not be held responsible in any way for any content or information accessed via the Internet.
13.3 Carbon Planet excludes all liability for content on external web sites to which hypertext links appear on the Web Site. Such links must be followed at your own risk.

14 PRIVACY

14.1 Any passwords, user names and other information generated for the purpose of registering you as part of any applicable Certificate Scheme and transferring the legal title of any Carbon Product from us to you will be kept confidential and will be used solely for the purpose of transferring the legal title of that Carbon Product to you (or in the case of refunds, transferring the legal title of the Carbon Product back from you to us) or for any other purpose arising as a result of our compliance with any applicable Certificate Scheme or other regulatory framework requirements with respect to the Carbon Products.
14.2 Refer to our Privacy Policy for further details regarding our commitment to the privacy of personal information you supply to us.
14.3 Carbon Planet endeavours to choose Certificate Providers that are compatible with Carbon Planet's privacy policy. However, Carbon Planet explicitly excludes any liability relating to the intentional or unintentional disclosure of your personal information by any Certificate Provider.

15 LIABILITY

15.1 We make no express warranties or representations under this Agreement, except those expressly set out in this Agreement.
15.2 We do not exclude or limit the application of any provision of any legislation (including the Trade Practices Act 1974 (Commonwealth of Australia)) where to do so would contravene that legislation or cause any part of this clause to be void. Subject to this:
- 15.2.1 we exclude from this Agreement all conditions, warranties and terms implied by legislation or general law or custom except any implied condition or warranty the exclusion of which would contravene any legislation or cause this clause to be void ("Non Excludable Condition");
- 15.2.2 we exclude all liability to you in respect of any loss or damage (including consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of goods supplied pursuant to this Agreement or in respect of a failure or omission on the part of us to comply with our obligations under this Agreement (including when acting as your agent for the purposes of this Agreement); and
- 15.2.3 our liability to you for breach of any express provision of this Agreement or any Non Excludable Condition is limited to refunding any amount paid by you (as described above) for the Goods and/or Carbon Product in respect of which the breach occurred.

15.3 We exclude all liability for loss or damage arising out of, or in connection with, the use of the Web Site, including, but not limited to, direct, indirect, economic or consequential loss or damage. This exclusion of liability expressly includes liability for loss or damage caused by third party interference with the Web Site.
15.4 We exclude all liability to you in regards to the value of each Certificate after it is purchased by you and we make no representations in regards to the value of each Certificate purchased by you or its liquidity.
15.5 You warrant that you have not relied on any representation made by us not stated expressly in this Agreement. You acknowledge that to the extent we have made any representation that is not otherwise expressly stated in this Agreement, you have been provided with an opportunity to independently verify the accuracy of that representation. This includes without limitation the fact that it is your responsibility for you to make your own independent enquiries as to the value of each Certificate purchased, the relevant Certificate Provider, and any applicable Certificate Scheme.
15.6 While Carbon Planet uses reasonable endeavours to source Certificates from reputable Certificate Providers, Carbon Planet is in no way responsible or liable for:
- 15.6.1 any act, omission or error of the Certificate Provider;
- 15.6.2 the certification process used to certify the validity or quality of the Certificate or any process which the Certificate represents; and
- 15.6.3 any act, omission or error of the administrators of any applicable Certificate Scheme;
- 15.6.4 any act, omission or error of the administrators of any registration or registry process used by any applicable Certificate Scheme.

16 MISCELLANEOUS

16.1 No party is liable for any failure to perform or delay in performance of its obligations under this Agreement if such failure or delay is due to anything beyond that party's reasonable control. This clause does not apply to any obligation to pay money.
16.2 If any provision of this Agreement is held invalid, unenforceable or illegal, the Agreement shall remain otherwise in full force excluding such provisions.
16.3 The entire Agreement between you and us for your purchase of the Goods and/or Carbon Products is these terms and conditions and the Order Form (including any terms and conditions in the Order Form). Terms and conditions in the Order Form prevail over these terms and conditions to the extent of any inconsistency.
16.4 This Agreement commences once you have submitted the Order Form.
16.5 You agree that the place in which the Agreement is formed is Adelaide, South Australia, where Carbon Planet is located and is governed by the law in force in South Australia
16.6 Each Order Form is a separate Agreement.
16.7 By submitting an Order Form (online by submitting a web form and offline by submitting a paper form), you acknowledge you have read, understood and agree to be bound by these terms and conditions, and that your order to Carbon Planet is subject to these terms and conditions.

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