- zilloandhutch.com (“Site”) is owned and operated by Zillo & Co Pty Ltd ACN 616 690 941 (“Zillo” or “we” or “us” or “our”).
- Goods means any good or service advertised, marketed or sold by Zillo to you on the Site.
- Zillo reserves all rights to alter, change and vary the Terms from time to time and you will be deemed to have accepted such amendments if you continue to use the Site. Each time you use the Site, it is your responsibility to be aware of our current Terms.
- Zillo makes no warranties in relation to access to the Site being always possible, timely, continuous, fault or bug free, uninterrupted, secure or virus free.
- The information contained on the Site is for the purpose of general information only. Zillo has used its best endeavours to ensure that the information contained on and accessed through the Site is correct and current at the time of publication however the Site may contain technical inaccuracies or typographical errors. Zillo does not accept any responsibility for any error, omission or defect in the information provided on the Site.
YOUR USE OF THE SITE
- As a condition of using the Site, you warrant that:
- you are at least 18 years of age;
- you will use the Site only in accordance with these Terms; and
- you will provide on accurate and complete information when requested by the Site and you will not provide information which may be misleading, deceptive or likely to be misled or deceive.
- You must only use the Site for lawful purposes, when using the Site you must not:
- impersonate any person or entity;
- provide any false or fraudulent information;
- post or transmit to or via the Site any unlawful, threatening, defamatory, obscene, or pornographic material that could give rise to civil or criminal proceedings;
- knowingly transmit any virus or other disabling feature to the Site;
- interfere with, disrupt, or create an undue burden on the Site or the associated systems;
- frame or mirror any part of the Site without our written approval; or
- except to the extent permitted by law, modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Site or cause any other person to do so.
THIRD PARTY WEBSITES
- The Site may contain links or advertisements to other websites on the Internet, these other websites are run by third parties and are not under the control of Zillo. The placement of links or advertisements on the Site does not constitute the recommendation or endorsement of these websites and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such websites.
- Zillo is in no way responsible or liable for:
- any loss or damage incurred arising out of or in connection with such use of other websites; and
- the content or practices of other website that are linked or advertised on the Site.
- The Site must only be used for your own personal use (which will at all times be reasonable, not abusive) or for purposes legitimately connected with purchasing or viewing our Goods.
- You must not access, use or copy any material or information on the Site for any commercial purpose or for any purposes which are unlawful. In particular, you are not allowed to copy (whether by printing off, storing on disk or in any other way), distribute (including distributing copies), alter or tamper with in any way or use any material contained on the Site however you may print off any individual page for your own personal use.
- The Site and its contents are the property of Zillo and are subject to copyright. Any use of the Site or its content for purposes other than personal and non-commercial use, or for any other use, including the modification, reproduction, distribution, transmission, republication, display or performance, of the content of the Site, is prohibited without the prior written permission of Zillo.
- Zillo is the owner or authorised user of all intellectual property including but not limited to trade marks, logos, names and designs, whether registered or unregistered, and other marks that are otherwise owned or licensed to Zillo in and associated with the Site (intellectual Property), and any improvements or modifications to such Intellectual Property. The use or misuse of any of Zillo’s Intellectual Property is prohibited without the prior written permission of Zillo. Nothing contained in the Site should be construed as giving you any right in or licence to any of the Intellectual Property on or associated with the Site.
- If you believe that a user of the Site has infringed your intellectual property rights, please notify us in writing via the postal address or email listed below. You acknowledge and agree that upon receipt and notice of a claim of infringement, we may immediately remove the identified materials from the Site without liability.
Zillo & Co Pty Ltd ACN 616 690 941
78-80 Herald St, Cheltenham Victoria 3190
- Zillo disclaims all warranties and conditions with regard to any advertisements, content, information, software, Goods on the Site, including but not limited to:
- quality, suitability and fitness for a particular purpose of Goods;
- the accuracy of price or specification information for Goods;
- the availability of any Goods advertised or displayed on the Site;
- warranties and conditions of merchantability of Goods; and
- title and non-infringement of intellectual property rights.
- Under no circumstance will Zillo be liable for any incidental, direct, indirect, special, consequential or punitive damages arising out of or in any way connected with use of the Site or inability to use the Site or for any Goods, information and software obtained through the Site, or otherwise arising out of the use of the Site.
- In accepting these Terms you agree to indemnify Zillo and its contractors, employees and agents against all claims, costs, demands, damages and liabilities related to your use or inability to use the Site.
- Any advice, representation, recommendation, information or assistance provided by Zillo in relation to Goods or their use or application is given in good faith and is believed by Zillo to be appropriate and reliable. However, any such advice, recommendation, information or assistance is provided without liability or responsibility on the part of Zillo.
- To the extent permitted by law, Zillo makes no warranties, express or implied, in connection with the Goods (Warranties) and expressly excludes the Warranties, including but not limited to the performance, quality or fitness for any purpose of the Goods.
- Zillo acknowledges that the Competition and Consumer Act 2010 (Cth) and any other statutes from time to time, may imply warranties, obligations and guarantees on Zillo, which cannot be excluded, restricted or modified.
- If such a statutory provision applies, Zillo shall limit its liability to the:
- replacement of the Goods;
- refund of the price paid for the Goods; or
- payment of the cost of replacing the Goods.
- The Site may be accessed in Australia and throughout the world. Zillo makes no offer by the Site to sell any Good in any country outside Australia and no representations that the content of the Site complies with the laws of any country outside Australia. If you access the Site from outside Australia, you do so at your own risk and are responsible for complying with the laws in the place where you access the site.
- The use of the Site is governed by, construed and enforced in accordance with the laws of Victoria, Australia. By using the Site you agree to submit to the exclusive jurisdiction of the Courts of Victoria, Australia.
STANDARD TERMS AND CONDITIONS
- In this Agreement:
Agreement means these terms and conditions, including (in order of precedence) any schedule, annexure, appendix, attachment or exhibit to it;
Associated Entity means:
- an associated entity within the meaning of section 50AAA of the Corporations Act 2001 (Cth);
- any individual who, or any corporation or other form of business organisation which, in any country Controls, or is under common Control, with, or Controls, a party; and
- any corporation or other form of business organisation in which any of the above entities, directly or indirectly has at least 40% ownership interest through stock ownership, voting rights or otherwise, or has the maximum ownership interest it is permitted to have in the country where it exists;
Business Day means a weekday on which banks are open in Victoria, Australia;
Confidential Information means all information of whatever description and in whatever form (whether written or oral), which Zillo may disclose, to the Customer in connection with this Agreement or otherwise concerning the Goods, including know-how, materials, specifications, technical information, data, samples, artwork or drawings;
Control has the meaning set out in section 50AA of the Corporations Act 2001 (Cth) and includes a power or control that is direct or indirect or that is, or can be, exercised as a result of, by means of, or by the revocation or breach of a trust, an agreement, a practice or any combination of them, whether or not they are enforceable. It does not matter whether the power or control is express or implied, formal or informal, exercised alone or jointly with another person;
Customer means the customer as named in the Schedule;
Delivery Point means the delivery location(s) set out in in the Schedule;
Force Majeure Event has the meaning given to it in clause 16.5;
Goods means the Goods set out in the Schedule;
Loss means any and all loss, liability, damage, fee, cost (including legal costs), expense, suit, claim, demand, judgement and prosecution;
Parties means the parties to this Agreement, namely Zillo and the Customer, and each is referred to as a Party.
Price means the price payable by the Customer to Zillo for the Goods in accordance with the Schedule;
Site means www.zilloandhutch.com the website owned and operated by Zillo;
Zillo means Zillo & Co Pty Ltd ACN 616 690 941 and any of its subsidiaries and related entities;
Zillo Partner means a Customer appointed as a Zillo Partner in accordance with Annexure 2 of this Agreement; and
Zillo Retail Location means 70-80 Herald Street, Cheltenham, Victoria 3192.
- In this Agreement, unless the context otherwise requires:
- headings and notes in square brackets are for convenience only and do not affect the interpretation of this Agreement, except for the purpose of rectifying any erroneous cross-reference;
- words importing the singular include the plural and vice versa;
- words importing a gender include all genders;
- a reference to a paragraph, clause, or schedule is a reference to a paragraph, clause, or schedule to this Agreement;
- references to any document or agreement include references to such document or agreement as amended, novated, supplemented, varied or replaced from time to time;
- all monetary amounts referred to in this Agreement are in AUD or Australian currency unless expressly stated otherwise;
- a reference to a party to this Agreement includes that party’s legal successors (including executors and administrators) and permitted assigns; and
- a reference to a person, means a reference to a person or company.
SUPPLY OF GOODS
- The Customer may purchase Goods from Zillo on the Site (Order) in accordance with the terms and conditions of this Agreement.
- Zillo must fulfil the Order by delivering the Goods detailed in the Schedule to the Customer at the Delivery Point and the Customer must accept delivery of the Goods on the terms of this Agreement.
During the Term, Zillo may also at their complete discretion, offer to sell and supply the Goods to Zillo Partners in accordance with Annexure 2 of the Agreement.
NO RIGHT OF ASSIGNMENT
- The Customer must not delegate or assign any of its rights or obligations under this Agreement to any third party, without the written consent of Zillo, which consent may be withheld in Zillo’s absolute discretion.
- Subject to clause 3, the Customer must pay for the Goods upon placing an Order through the Site. Upon Zillo’s receipt of payment from the Customer, Zillo will dispatch the Goods to be delivered to the Customer at the Delivery Point.
- The Customer must pay the delivery costs of the Goods through the Site upon the placing of an Order and the Customer will be responsible for all costs and risks associated with the delivery of the Goods, including freight, insurance and other charges arising from the point of dispatch of the Goods to the Delivery Point as set out in the Schedule (Delivery Cost).
- If the Customer makes multiple Orders on the Site Zillo may supply the Goods in multiple deliveries as separate delivery partners may manage separate deliveries.
- Zillo may provide an estimated delivery time upon the placing of an Order from the Site however delivery times are subject to variation based on Zillo’s stock availability and the postcode of the Delivery Point and use of third party carriers and delivery partners.
- All small to medium sized items ordered will generate tracking information which will bw sent to the customer after an order os finalised. For delivery of larger items, once the Goods are available for delivery, Zillo’s will contact the Customer to book a suitable delivery time and date (Delivery Date). Zillo shall take reasonable measures to perform proper transportation of the Goods by appropriate means and using appropriate equipment and accessories.
- Zillo will contact the Customer prior to Delivery Date to ensure the Customer will be available to take delivery of the Order. If the Customer is unable to take delivery of the Order on the Delivery Date, Zillo may charge a redelivery fee to be calculated at Zillo’s complete discretion (Redelivery Fee).
- The Customer must collect or take delivery of the Order within fourteen (14) days from the day that the Customer is notified that the Goods are available. If the Customer fails to do so, Zillo may charge storage fees of $50.00 per delivery per week (Storage Fee) and Zillo reserves the right to cancel the Order.
- In the event that Zillo cancels the Order in accordance with clause 6, Zillo must reimburse the Customer the Price for the Order less any applicable Delivery Fee, Redelivery Fee or Storage Fee.
- Upon delivery of the Order, the Customer shall inspect the Goods for compliance with the Specifications, quality, weight, and physical dimensions, as well as for any damage to the Goods or their packaging.
- The Customer’s failure to inspect the Goods or to notify Zillo of defects of non-conformities in accordance with clause 7, shall relieve Zillo of its obligations under this Agreement subject to the warranties as set out in clause 12.
CLICK AND COLLECT
- Subject to this clause 7, the Customer may elect to place an Order through the Site and pickup the Goods from the Zillo Retail Location at no additional cost or Delivery Cost to the Customer (Click and Collect).
- The Customer must pay the Price for the Goods upon placing the Order for Goods.
- Click and Collect is only available if the Goods are in-stock at the Zillo Retail Location and Zillo makes no representations that any Goods will be in-stock at the Zillo Retail Location at any time.
- The Customer will receive a notification by email or SMS once the Goods are available for pickup by the Customer from the Zillo Retail Location.
- Upon pickup of the Goods from the Zillo Retail Location, the Customer must:
- present confirmation of the Order; and
- present valid identification (only the nominated person on the Order will be able to collect the Goods).
- The Customer accepts all liability for the Goods upon pickup from the Zillo Retail Location and in accordance with 9 Zillo shall be relived of its obligations under this Agreement for the Customer’s failure to inspect the Goods of defects or non-conformities upon pickup.
- Unless otherwise agreed in writing between the parties, the Price for the Goods set out in the Schedule:
- is exclusive of GST but inclusive of all other taxes, duties and any other costs and expenses (including but not limited to all costs of packaging, inspection, testing, certification, transportation, loading and unloading and insurance) incurred by Zillo in supplying the Goods and delivering them to the Delivery Point referred to in the Schedule; and
- may be varied from time to time by Zillo by updating the Site or upon mutual agreement between the parties.
- Zillo may, at its absolute discretion, provide Zillo Partners with a discounted Price in accordance with Annexure 2 of the Agreement.
RISK AND TITLE
- All risk of loss and damage to the Goods will pass to the Customer upon delivery of the Goods to the Delivery Point or where the Customer collects the Goods in accordance with clause 7, upon collection of the Goods.
- Title of the Goods will pass to the Customer upon full payment of the Goods, being received in cleared funds by Zillo.
- Until full payment is received by Zillo legal title to the Goods will remain with Zillo.
- If Goods are returned to Zillo, risk in the Goods passes to Zillo upon delivery to Zillo’s Retail Location.
- Zillo undertakes and warrants that:
- the benefit of any and all manufacturer’s warranties in relation to the Goods will be assigned to Customer upon delivery to Customer in accordance with clause 6;
- in performing its obligations under this Agreement, it shall comply with:
- all applicable laws and regulations; and
- all relevant national and international standards and codes of practices concerning the manufacture, packaging, labelling, transportation and delivery of the Goods.
- Each Party warrants to the other Party that:
- it has the full power and authority to execute, deliver and perform its obligations under this Agreement;
- this Agreement constitutes a legal, valid and binding agreement and is enforceable in accordance with the Agreement; and
- has read, understood and freely entered into this Agreement.
CHANGE OF MIND RETURNS
- Zillo allows the Customer to return any Goods purchased from the Site within seven (7) days of the date of collection or delivery in order to exchange or refund the Goods provided that:
- the Customer has clear proof of purchase, such as a receipt;
- the Goods are unused and in their original packaging and condition, including the return of any manuals and accessories in their original condition; unless you have opted for removal of shipping packaging at the time of purchase;
- the Goods is not a sale or clearance item; and
- the Goods is not an excluded Goods for health and hygiene purposes.
- Zillo reserves all rights to refuse Returns and Zillo accepts Returns at its absolute discretion.
- Zillo will not refund the Delivery Fee for Goods the subject of Returns. If the Customer requires Zillo to pickup Goods from the Delivery Point, Zillo will charge a pickup fee which will be calculated by Zillo (Pickup Fee).
- Upon Zillo’s receipt of returned Goods, ZIllo will refund the Customer the Price for Order less the Delivery Fee and Pickup Fee,
WARRANTIES FOR DAMAGED OR FAULTY GOODS
- To the extent permitted by law, Zillo makes no warranties, express or implied, in connection with the Goods, including but not limited to, the performance, quality or fitness for any purpose of the Goods, except furniture items which carry a 5 year warranty.
- Zillo acknowledges that the Competition and Consumer Act 2010 (Cth) may imply warranties, obligations or guarantees in relation to the Goods, which cannot be excluded, restricted or modified (Statutory Provisions). If such Statutory Provisions apply, Zillo shall limit its liability to the following:
- the replacement or repair of the Goods;
- the supply of an equivalent Goods; or
- the payment of the cost of replacing or repairing the Goods or acquiring an equivalent Goods.
- Zillo will not be liable for any Goods that are effected by:
- a third party’s careless handling, improper packaging or shipping of the Goods;
- the misapplication, misuse or abuse or failure to operate and/or install the Goods as specified in the instructional/user manual or otherwise;
- exposure of the Goods to inappropriate environments or conditions;
- unauthorised modifications or alterations of the Goods;
- a failure to properly maintain the Goods as specified in the instructional/user manual or otherwise; or
- accidental damage, fire or other circumstances outside of our control.
- In accordance with section 259(1)(b) of the Australian Consumer Law, the Customer must act reasonably promptly to claim any statutory warranties by notifying Zillo within 7 days of the defect appearing in a Good. In the event the Customer does not comply with the notification period, the Customer may lose it’s right to return the Good or to claim a refund or replacement.
Zillo may provide extended warranties for Goods in accordance with Annexure 1 of the Agreement.
To the extent permitted by law, the Customer hereby indemnifies Zillo and keeps Zillo indemnified and held harmless from and against any Loss or any other kind whatsoever, including, without limitation, any material or immaterial damage in the form of personal injury, illness or death to any person or damage to any property, directly or indirectly in connection with any:
- breach by the Customer of any of its obligations under this Agreement;
- unlawful activity or any wrongful or negligent action or omission or wilful misconduct of the Customer, its officers, employees and agents or contractors in connection with this Agreement; and
- the use of or anything related to the Goods (including any defect or fault in the Goods).
- Either Party may terminate this Agreement by written notice to the other Party if:
- the other Party breaches this Agreement and fails to remedy the breach to the first Party’s reasonable satisfaction within thirty (30) days after receipt of a written notice requesting it to do so;
- the other Party is subject to any form of insolvency, bankruptcy, receivership, external administration or any similar such event; or
- the other Party is subject to a Force Majeure Event for a continuous period of more than three (3) months.
- Upon termination of the Agreement for any reason whatsoever or expiration of the Agreement:
- Zillo will have no further obligations to the Customer; and
- Zillo will not be obligated to fulfill any outstanding Orders and may refund the Customer the Price of any Goods and paid for by the Customer but not derived by Zillo.
- For the purposes of this Agreement:
- Adjustment Event, Adjustment Note and Tax Invoice have the same meaning as in the GST Law;
- GST means a goods and services tax or similar tax imposed under GST Law; and
- GST Law means the A New Tax System (Goods and Services Tax) Act 1999.
- If GST has any application to any supply made under or in connection with an Order, the party making the supply may in addition to any amount or consideration expressed as payable elsewhere in the Agreement, recover from the recipient of the supply (Recipient) an additional amount on account of GST, such amount to be calculated by multiplying the amount or consideration payable by the Recipient for the relevant supply by the prevailing GST rate.
- Any additional amount on account of GST recoverable from the Recipient shall be calculated without any deduction or set-off of any amount, and is payable by the Recipient at the same time and in the same manner as paying the amount or consideration for the relevant supply under this Agreement.
- Zillo must issue to the Recipient a Tax Invoice, and must do anything else which may be reasonably required to enable or assist the Recipient to claim or verify any input tax credit, set off, rebate or refund in relation to any GST payable under this Agreement or in respect of any supply under this Agreement.
- Where an Adjustment Event in relation to a supply under this Agreement has occurred, the Customer must issue an Adjustment Note to the Recipient no later than ten (10) Business Days after that Adjustment Event.
- Neither Party shall be responsible for any failure to perform any obligation under this Agreement if performance has become impossible due to fire, lightning, explosion, flood, earthquake, storm, hurricane, action of the elements, riots, civil commotion, malicious damage, armed conflicts, acts of terrorism, war (declared or undeclared), blockade, revolution, sabotage, radioactive contamination, toxic or dangerous chemical contamination, natural catastrophes or any other events beyond the reasonable control of the Parties (each a “Force Majeure Event”). The Party affected shall promptly give notice to the other Party setting out full particulars of the Force Majeure Event and make all reasonable endeavours to mitigate the effects of this event on that Party’s performance of its obligations under this Agreement.
- If by reason of a Force Majeure Event, the delay or non-performance of a Party’s obligations continues for more than ninety (90) consecutive days, the other Party may terminate this Agreement by written notice. Termination of this Agreement under this clause will automatically terminate every Agreement in existence at the time notice is given unless otherwise specified in the relevant notice by the Party giving the notice.
- Each Party shall keep in strict confidence all technical or commercial know how, specifications, inventions, processes or other information disclosed or created by it in performing this Agreement or any particular Agreement, and any other reasonably confidential information regarding the business or goods which parties may obtain from each other. The parties must use such information solely for the purposes of performing their obligations under this Agreement or under a particular Agreement and must take all steps reasonably necessary to guard against unauthorised access to such information. This obligation of confidentiality will remain in effect for a period of five (5) years after the expiry or termination of the commercial relationship.
- Any public announcement in connection with this Agreement must be agreed by the parties before it is made, except if required by a court of law or a regulatory body (including a relevant stock exchange), in which case the Party required to make an announcement must, to the extent reasonably practicable, first consult with and take into account the reasonable requirements of the other Party.
- Any notice or consent under this Agreement (“Notice”) must be in writing and hand delivered or sent by registered letter, email or facsimile to the recipient’s address for Notices specified in the Schedule. A Notice shall be deemed to have been delivered:
- if hand delivered, on delivery;
- if sent by registered letter, on the second business day after the date of posting (or on the seventh business day after the date of posting if posted to or from a place outside Australia); and
- if sent by email or facsimile, when the sender’s email or facsimile system generates a message confirming successful transmission of the entire Notice unless, within one business day after the transmission, the recipient informs the sender that it has not received the entire Notice.
but if the delivery, receipt or transmission is not on a business day or is after 5.00pm on a business day, the Notice will be deemed to have been received at 9.00am on the next business day. Any Party may change the address to which notices are to be delivered or transmitted by giving the other Party written notice in the manner set forth herein.
- All issues, questions and disputes concerning the validity, interpretation, enforcement, performance or termination of this Agreement or the Agreement shall be governed by and construed in accordance with the laws of the State of Victoria, Australia.
- Each Party irrevocably submits to the non-exclusive jurisdiction of the courts of the State of Victoria, Australia and courts of appeal from them. Each Party waives any right it has to object to an action being brought in those courts, including, without limitation, by claiming that the action has been brought in an inconvenient forum or that those courts do not have jurisdiction.
- This Agreement contains the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes and replaces all prior agreements and understandings, whether written or oral, with respect to the same subject matter still in force between the Parties.
- Neither Party can delegate, assign, subcontract or transfer any of its rights or obligations under this Agreement, either in whole or in part, to any third Party or any affiliate(s) without the prior written consent of the other Party (which consent will not be unreasonably withheld or delayed).
- Whenever possible, the provisions of this Agreement shall be interpreted so as to be valid and enforceable under applicable law. However, if one or more provisions of this Agreement is found to be invalid, illegal or unenforceable (in whole or in part), the remainder of the provision and of this Agreement shall not be affected and shall continue in full force and effect as if the invalid, illegal or unenforceable provision(s) had never existed. Moreover, in this case, the parties shall amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision which embodies as closely as possible the purpose of the invalid, illegal or unenforceable provision(s).
- Any failure or delay by a Party in exercising any right under this Agreement, the exercise or partial exercise of any right under this Agreement, or any reaction or absence of reaction by a Party in the event of breach by the other Party of one or more provisions of this Agreement shall not operate or be construed as a waiver (either express or implied, in whole or in part) of its rights under this Agreement or under said provision(s) or preclude the further exercise of any such rights. Any waiver of a right must be express and in writing. If there has been an express written waiver by one Party following a specific failure by the other Party, this waiver cannot be invoked by the other Party in favor of either a new failure, similar to the prior one, or a failure of another nature.
Last Updated: 30 June 2017