DEFINITIONS

Banner Advertiser means any Entity who places an advertisement on the Website and pays the monthly advertising fee.

Buyer means any Entity that purchases any product or service from Worthy Parts via the website or by any other means including direct purchases through sales representatives.

Dealer Direct Advertiser means a Member who lists their product on the website and pays a fee to have their contact details visible.

Entity means any individual or business organization including but not limited to sole traders, partnerships, companies, other corporate bodies, trusts, incorporated bodies and/or associations.

GST means Goods and Services Tax as defined in the A New Tax System (Goods and Services) Tax Act 1999 (Cth).

Listing Member means a Member who lists their products on the website.

Member means any Entity that has created an account with Worthy Parts and includes Buyers and Service Providers.

Service Provider means any Entity which lists their business on the Worthy Parts Directory.

Website means www.worthyparts.com

Worthy Parts means Worthy Parts Pty Ltd (ACN 166 204 600) of PO Box 8303, Hannans WA 6433.

Any Entity that does business with Worthy Parts agrees to do so on the following terms and conditions unless such terms and conditions are varied in writing and signed by an authorised officer of Worthy Parts:-

SUPPLY OF GOODS AND SERVICES

1. QUOTATIONS

   1. Any quotations, estimates or prices given by Worthy Parts is not an offer to sell and any quotations, estimates or prices given by Worthy Parts is not binding to Worthy Parts unless accepted by Worthy Parts to the Buyer.
   2. Upon acceptance by Worthy Parts a binding Contract ("the Contract") exists between Worthy Parts and the Buyer and the Buyer accepts that it is subject to these Terms and Conditions.

2. PAYMENT AND PRICE

   1. Worthy Parts will issue an invoice to the Buyer upon acceptance of the quote.
   2. The Buyer is liable for and must pay to Worthy Parts the amount due and payable pursuant to the invoice provided plus GST and any other taxes or duties that are imposed.
   3. The Buyer must arrange payment in full of the sale price plus GST and freight charges (if any) before Worthy Parts will deliver or cause to be delivered any goods or services.
   4. Unless otherwise expressly stated in an invoice all prices are exclusive of GST and the Buyer must pay to Worthy Parts and Worthy Parts reserves the right to recover from the Buyer all GST payable.
   5. Any monies payable by the Buyer are payable in Australian dollars, the currency of the Commonwealth of Australia.

3. RELIANCE

   1. The Buyer acknowledges, agrees and warrants that it has not entered into the contract in reliance on any express or implied representations, warranties, promises or statements of any kind made by Worthy Parts or on Worthy Parts behalf and the Buyer has made and relies solely on the Buyers own enquiries and inspections concerning the purchase of goods.

4. RETENTION OF TITLE

   1. Despite delivery of and passing of risk in goods to any Buyer, any right, title, interest, property or ownership in any goods or services sold or supplied will not pass to the Buyer until payment of the price invoiced and any other amounts owing by that Buyer to Worthy Parts has been paid in full to Worthy Parts.
   2. Until title in the goods passes to the Buyer, the Buyer:-
      • holds the Goods as bailee and fiduciary for Worthy Parts;
      • must store the goods separately from all other property possessed by it in a way which makes it identifiable as goods belonging to Worthy Parts;
      • must not affix the goods to any item of personal property without the prior written consent of Worthy Parts;
      • Must not sell the goods or allow the goods to be resold;
      • must not incur any liability, make any representation or accept any obligation on behalf of Worthy Parts in respect of the goods.
   3. Worthy Parts reserves the following rights in relation to the goods until all accounts owed by the Buyer to Worthy Parts are fully paid:
      • ownership of the Goods;
      • to enter the Buyer's premises (or the premises of any associated company or agent where the goods are located) without liability for trespass or any resulting damage and retake possession of the goods; and
      • subject to, and in accordance with, the Personal Property Securities Act 2009, to keep or resell any Goods repossessed pursuant to clause 16(a)(ii).
   4. If the Goods are resold, or products manufactured using the goods are sold, by the Buyer, the Buyer will hold such part of the proceeds of any such sale as represents the invoice price of the Goods sold or used in the manufacture of the Goods sold in a separate identifiable account. This will be held the beneficial property of Worthy Parts and the Buyer will pay such amount to Worthy Parts upon request. Despite the provisions above, Worthy Parts will be entitled to maintain an action against the Buyer for the purchase price and the risk of the goods shall pass to the Buyer upon delivery.

5. PERSONAL PROPERTY SECURITIES ACT 2009 (CWTH) ("PPSA")

   1. This agreement is a security agreement.
   2. The interest of Worthy Parts in the Goods and all proceeds from the sale of the Goods by the Buyer to a third party is a security interest.
   3. The Buyer consents to Worthy Parts registering its security interest on the Personal Property Securities Register and agrees to provide all assistance reasonably required by Worthy Parts to facilitate registration.
   4. Until title in the Goods has passed to the Buyer as contemplated by clause 4 of this agreement, the Buyer agrees not to in any way assign, charge, lease or otherwise deal with the Goods in such a manner as to create, a security interest over, the Goods in favour of the Buyer or any third party, The parties agree that this clause will not prohibit the Buyer from selling the Goods in the ordinary course of business.
   5. The Buyer waives its rights to receive any notice under PPSA (including notice of verification statement) unless the notice is required by the PPSA and cannot be excluded.
   6. Worthy Parts and the Buyer agree that this agreement and all related information and document(s) are confidential (Confidential Information) and will not be disclosed to unauthorised representatives or third parties, except to the extent disclosure is permitted by this agreement or required by law. Worthy Parts and the Buyer agree that Worthy Parts will not disclose the Confidential Information pursuant to a request under section 275(1) of the PPSA.
   7. Unless the Goods are used predominantly for personal, domestic or household purposes, Worthy Parts and the Buyer agree each of the following requirements or rights under the PPSA do not apply to the enforcement of Worthy Parts' security interest in the Goods or of this agreement:
      • any requirement for Worthy Parts to give the Buyer a notice of removal of accession;
      • any requirement for Worthy Parts to give the Buyer a notice of Worthy Parts' proposed disposal of the goods;
      • any requirement for Worthy Parts to include in a statement of account, after disposal of the Goods, the details of any amounts paid to other secured parties;
      • any requirement for Worthy Parts to give the Buyer a statement of account if Worthy Parts does not dispose of the Goods;
      • any right the Buyer has to redeem the Goods before Worthy Parts exercises a right of disposal; and
      • any right the Buyer has to reinstate this agreement before Worthy Parts exercises a right of disposal of the Goods.
   8. Expressions defined in the PPSA have the same meaning when used in this agreement

6. FREIGHT AND INSURANCE

   1. Worthy Parts will organise freight of goods for all products sold to be shipped within Australia if requested by the Buyer.
   2. Freight charges organised by Worthy Parts will be additional to the sale price unless otherwise agreed in writing.
   3. If the sale price of the product is less than $150,000.00 Worthy Parts will organise insurance for the product shipped within Australia to the Buyer.
   4. If the sale price of the product is greater than $150,000.00 the Buyer must organise its own insurance at its own cost. If the Buyer requests Worthy Parts to organise insurance in these circumstances it will be at the Buyer's cost and risk.
   5. Where a product is shipped by Worthy Parts then its liability is limited to the value of the product and Worthy Parts will not be liable for any consequential loss incurred by the Buyer in any circumstances.
   6. Where a Buyer requires a product to be shipped outside Australia then the Buyer is responsible for arranging all freight and insurance details at its cost. Worthy Parts will not be liable for any damage or loss incurred whether such damage or loss occurs in Australia or otherwise.
   7. If a Buyer organises freight of a product then the Buyer is solely liable for all other costs that may be incurred as a result of the product leaving Australia, transit costs or arriving in another country including but not limited to bonds, customs duty, import duty, taxes of any kind, shipping agents fees and enticement payments.
   8. The Buyer must not do anything or permit anything to be done that may prejudice any insurance.
   9. All products shipped by Worthy Parts are at the risk of the Buyer at all times.

7. STORAGE

   1. Worthy Parts reserves the right to charge a reasonable fee for storage if delivery instructions are not provided by the Buyer within twenty one (21) days of a request by Worthy Parts for such instructions.
   2. The parties agree that Worthy Parts may charge for storage from the first day after Worthy Parts requests the Buyer to provide delivery instructions.

8. WARRANTY

   1. Any Entity which purchases goods or services through the website or by any other means from any Entity through Worthy Parts does so on the condition that to the extent permitted by law no warranty of any kind is given by Worthy Parts.
   2. To the extent permitted by law Worthy Parts does not provide any warranty for any goods or services advertised on the website or goods or services sold the to the Buyer.
   3. The Buyer acknowledges that Worthy Parts sell used goods and the Buyer purchases the goods on an 'as is where is' basis and Worthy Parts does not warrant that the goods are free from any defects in material or workmanship.
   4. To the extent that any defects are known by Worthy Parts they will disclose them to the Buyer and the Buyer acknowledges such disclosure.

9. CLAIMS

   1. The Buyer must inspect the goods upon delivery and if the Buyer believes the goods are damaged, incorrect or otherwise not in compliance with their request they must give written notice to Worthy Parts within seven days of receiving the goods.
   2. If Worthy Parts does not receive any notice within that seven day period then the Buyer is deemed to have accepted the goods.
   3. If the Buyer gives Worthy Parts the relevant notice the Buyer must return the goods to Worthy Parts within seven days at their own cost and in the condition the goods were in at delivery.
   4. Worthy Parts then may at their own absolute discretion repair or cause to be repaired, credit the price of the goods, replace the goods or deal with the matter as they see fit.

10. RETURNS

    1. Except for any provisions to the contrary contained in this agreement, Worthy Parts is not under any duty to accept goods returned by the Buyer.
    2. Worthy Parts will do so only on terms to be agreed in writing in each individual case.
    3. If Worthy Parts agrees to accept returned goods from the Buyer under clause 9.1 of this clause, the Buyer must return the Goods to the Worthy Parts at Worthy Parts place of business pursuant to Worthy Parts instructions.

11. DEFAULT

    1. Worthy Parts may terminate the contract with the Buyer immediately by written notice if the Buyer:-
       • commits a breach of the contract and does not remedy the breach after receiving notice by Worthy Parts;
       • becomes insolvent or proceedings are commenced to appoint a liquidator or administrator whether voluntary or otherwise or any trustee, receiver or manager is appointed in relation to the Buyer;
       • any other event or circumstances which Worthy Parts considers is likely to materially affect the Buyers ability to meet its obligations;
    2. Upon termination of the Contract all monies owed by the Buyer will be due and payable to Worthy Parts immediately.
    3. Upon termination of the Contract Worthy Parts may take possession of all goods then in possession or under the control of the Buyer and if the goods have been fitted to a machine then Worthy Parts may take possession of that machine for the purposes of removing Worthy Parts goods from the machine.
    4. The Buyer irrevocably authorises Worthy Parts to enter the premises in which goods may be located and appoints Worthy Parts as its agent to enter any premises not owned by the Buyer where any goods may be located for the purposes of executing clause 9.3.
    5. The Buyer or anyone claiming through the Buyer shall not have any claim against Worthy Parts as a consequence of enforcing clause 9.3.
    6. Worthy Parts does not have any obligation to restore any machine after removing Worthy Parts goods pursuant to clause 9.3.

12. FORCE MAJEURE

    1. Neither party is liable to the other for any failure to perform any of the stipulations of this agreement (other than an obligation to pay money) caused by any of the events set out below (Force Majeure):
       • an act of God;
       • the outbreak of hostilities (whether or not accompanied by any formal declaration of war), riot, civil disturbance or acts of terrorism;
       • the act of any government or competent authority (including the cancellation or revocation of any approval, authority or permit);
       • fire, explosion, flood, inclement weather, or natural disaster;
       • the declaration of a state of emergency or the invocation of martial law having an effect on commerce generally;
       • industrial action (including strikes and lock-outs) that is of a widespread nature affecting Worthy Parts personally or the industry or sector of which Worthy Parts is a part (whether in a vertical sense or horizontal sense);
       • the default of any suppliers under any material contracts to which Worthy Parts is a party; or;
       • any other cause, impediment or circumstance beyond the reasonable control of any party.
    2. Where an event of Force Majeure takes place, the party claiming this must:
       • immediately notify the other party of this and provide complete details of the event of force majeure; and
       • notify the other party within a reasonable time after the giving of notification of any methods or procedures known to it to circumvent the event of Force Majeure.
    3. Where an event of Force Majeure takes place:
       • the Parties must consult with the purpose of agreeing and taking any steps or measures to circumvent the event of Force Majeure;
       • the Parties must implement and perform, according to its tenor, any agreement reached as a result of the consultations undertaken pursuant to clause 10.3(a);
       • the Parties must immediately pay each other any monies that are owing under this agreement as at the date of the event of Force Majeure; and
       • the unperformed obligations of this agreement are suspended for the duration of the Force Majeure event unless they are substantially replaced by any obligations agreed under the consultations conducted under paragraph 10.3(a).
    4. Where an event of Force Majeure continues for a period of one month, the parties must consult with a view to determining whether or not this agreement should continue to be in force. If it is decided that the agreement will continue, the parties must decide whether any amendments to the agreement be made in order to take into account the Force Majeure event.
    5. Where an event of Force Majeure ceases, the parties must immediately commence performing the duties that were affected by the event of force majeure taking into account any amendments that may have made to the agreement as contemplated by paragraph 10.4.

13. CANCELLATION

    1. No order may be cancelled by the Buyer except with the written consent of Worthy Parts. If there is a cancellation of the order by the Buyer, Worthy Parts has the right to claim indemnity against all losses suffered by Worthy Parts as a result of such cancellation.
    2. If an order is cancelled by the Buyer then Worthy Parts may require the Buyer to immediately pay the full price of the goods, any freight charges associated with the delivery of the goods to any place and all holding costs of the goods until such time a third party agrees to purchase the goods.

14. TERMINATION

    1. In the absence of any breach of this agreement, Worthy Parts may terminate this agreement in its absolute discretion with a minimum of three days' written notice to the other party.
    2. This agreement will automatically terminate if a party enters into any composition or arrangement with its creditors or has a receiver appointed over any of its assets or is the subject of any resolution or petition for winding up or judicial management (other than for the purpose of amalgamation or reconstruction).
    3. Either party may terminate this agreement if the other party is in material breach of any of its obligations under this agreement and if the breach is capable of remedy fails to remedy the breach for a period of seven days after receipt of a written notice by the other party requiring rectification of the breach.
    4. Exercise of the right of termination afforded to either party under this clause will not prejudice the legal rights or remedies which either party may have against the other in respect of a breach of any term, condition or warranty of this agreement.
    5. The obligations of the parties that by their nature could reasonably construed as being intended to continue to apply beyond the termination of this agreement will continue to apply.

15. LIABILITY AND INDEMNITY

    1. Worthy Parts liability for a breach of a condition or warranty implied by Part 3-2 Division 1 of the Australian Consumer Law is limited to:
       • in the case of Goods, any one or more of:
         (i) the replacement of the Goods or the supply of equivalent goods;
         (ii) the repair of the Goods;
         (iii) the payment of the cost of replacing the Goods or of acquiring equivalent goods; and
         (iv) the payment of the cost of having the Goods repaired; or
       • in the case of services:
         (i) the supplying of the services again; or
         (ii) the payment of the cost of having the services supplied again.
    2. Worthy Parts liability under section 274 of the Australian Consumer Law is expressly limited to a liability to pay to the purchaser an amount equal to:
       • the cost of replacing the Goods;
       • the cost of obtaining equivalent goods; or
       • the cost of having the Goods repaired, whichever is the lowest amount.
    3. Except as expressly provided in this Clause Worthy Parts is not liable to the Buyer for any loss, damage or consequential loss or damage howsoever caused.
    4. To the extent permitted by law the Buyer indemnifies Worthy Parts for anything including but not limited to any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment that Worthy Parts is liable for in connection with any breach by the Buyer.

16. ASSIGNMENT

    1. The Buyer may not assign any interest it has under the contract.

17. SEVERABILITY

    1. If the whole or any part of a provision of this agreement is invalid or unenforceable in a jurisdiction it must, if possible, be read down for the purposes of that jurisdiction so as to be valid and enforceable. If however, the whole or any part of a provision of this agreement is not capable of being read down, it is severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of this deed or affecting the validity or enforceability of that provision in any other jurisdiction.

18. MEMBERS

    1. All Members warrant that they have the power and authorisation to enter into a membership with Worthy Parts and they have obtained the necessary authorisation to do so and they agree to be bound by these Terms and Conditions.
    2. All Members warrant that all information provided to Worthy Parts is true and correct and further warrants that they will advise Worthy Parts of any changes to such information immediately it occurs.
    3. Where Worthy Parts discovers that information provided by a Member is inaccurate or incorrect Worthy Parts may suspend or cancel membership at its absolute discretion.
    4. All Members agree to remove any item from the website if the item is no longer available. Failure to do so may result in membership suspension or cancellation at Worthy Parts absolute discretion.
    5. Members are required to give Worthy Parts notification if any availability conditions change.
    6. As a Member you agree NOT to use the website for any of the following actions:
       • To upload, post, send or transmit any obscene or unlawful material;
       • To upload or post any corrupted files, or software which may contain viruses designed to cause harm or disruption to the Worthy Parts website or computer network;
       • To upload or post any unauthorised personal or company advertising via parts descriptions or photos;
       • To create any form of database with information obtained from Worthy Parts;
       • To infringe any copyright laws with material obtained from Worthy Parts or Members.
    7. You are responsible for all activity that occurs via your account. Please notify web@worthyparts.com immediately if you become aware of unauthorized use of your account.
    8. Worthy Parts may use your account information to manage our use and access to your services.
    9. Any Member selling parts or components accompanied with a warranty must send through a copy of their company warranty statement for Worthy Parts records.

19. INDEMNITY, RELEASE and RESPONSIBILITY

    1. The Member hereby indemnifies Worthy Parts for and against all loss suffered by, or incurred by the Member caused by or arising in connection with the negligence or default of the Member.
    2. The Member acknowledges that Worthy Parts will not be liable for any loss incurred by the Member in connection with any loss of or damage arising in connection with the provision of services, other than to the extent caused by the negligence of Worthy Parts, and the Member and/or Buyer hereby releases Worthy Parts from any such liability.
    3. Worthy Parts shares information provided by our Members and cannot guarantee the accuracy of information provided.
    4. Worthy Parts is not responsible for the services provided by Service Providers or products listed on our website by Members.
    5. Any misleading information provided to Worthy Parts via our members should be reported immediately to web@worthyparts.com.

20. TERMINATION/CANCELLATION OF MEMBERSHIP

    1. You may terminate membership and/or advertising on the website at any time.
    2. If you wish to terminate your membership please notify us in writing by emailing web@worthyparts.com
    3. Termination of your account does not relieve you of any obligation to pay any outstanding fees or charges.
    4. Worthy Parts may terminate a membership at any time at its absolute discretion.
    5. Worthy Parts may, at any time, terminate your right to use and access the Services if:
       • You breach any provision of these terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with these terms);
       • You fail to make the timely payment of fees for the Services, if any;
       • We are required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful);
       • We elect to discontinue the Services, in whole or in part, (such as if it becomes impractical for us to continue offering Services in your region due to change of law); or
       • There has been an extended period of inactivity on your account.

21. MEMBERSHIP PAYMENTS

    1. Payment of memberships are made via PayPal's secure online payment gateway.
    2. If you wish to terminate or cancel the payment you must notify Worthy Parts.
    3. You can view your renewal date at any time by logging in to the members area on the Worthy Parts website and clicking on the My Account links.

22. REMOVAL OF MATERIAL FROM WEBSITE

    1. Worthy Parts have the right to refuse to provide you with any information or access to the website at any time and for any reason without giving you any advance notice.
    2. Worthy Parts may refuse to publish your Advertisement if:
       • Worthy Parts determines, in its absolute opinion without notice to you that you are not entitled to place the advertisement; or
       • You breach these Terms & Conditions.
    3. Worthy Parts shall have the right at any time and for any reason to remove any material posted, uploaded, emailed or otherwise transmitted by you without notice and Worthy Parts shall not be liable for any losses or damages whatsoever arising from the removal of such material.

23. INTELLECTUAL PROPERTY

    1. worthyparts.com contains content which is owned by or licensed to us. This content includes, but is not limited to, the design, layout, photographs, appearance, trademarks and graphics.
    2. You are not permitted to reproduce the documents, information or materials on the website for any purpose including but not limited to the purposes of sale or the use by any third party.
    3. You are not permitted to republish, upload, transmit electronically or otherwise or distribute any of the materials, documents or products that may be available for download from time to time on the website.
    4. Worthy Parts expressly reserves all copyright and trademark in all documents, information and materials on the website.
    5. Any reproduction or redistribution of part or all of the contents in any form is prohibited.
    6. You may not distribute or commercially exploit the content.
    7. You may not transmit it or store it on any other website or other form of electronic retrieval system.

24. PRIVACY AND CONFIDENTIALITY

    1. Worthy Parts collects the information of its members.
    2. Worthy Parts respects the privacy of its members and is committed to protecting the information collected.
    3. All Buyers and Members undertake not to disclose any confidential information of Worthy Parts to any third party.

25. ADVERTISING

    Banner Advertiser

    1. Banner Advertisers are required to:-

       • Pay a monthly fee to list an advertisement;
       • Advise Worthy Parts of any availability changes to any listings on the website immediately as they occur.

    Dealer Direct Advertiser

    2. Dealer Direct Advertisers are required to:-

       • Pay a fee to list an advertisement for a single product;
       • Advise Worthy Parts of any availability changes to any listings on the website immediately as they occur.

    Service Providers

    3. All Service Providers are required to:-

       • Pay an annual membership fee;
       • Notify Worthy Parts of any changes to their business which may conflict the advertising on the website;

26. GENERAL

    Interpretation

    1. Nothing in these conditions exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law (including the Competition and Consumer Act 2010 (Cth)) and which by law cannot be excluded, restricted or modified.

    Jurisdiction

    2. These terms and conditions and any contract to which they apply shall be governed by the laws of Western Australia, and are subject to the jurisdiction of the courts in Western Australia

    Amendment

    3. Worthy Parts may amend these terms and conditions at any time. If Worthy Parts makes a change to these terms and conditions, then that change will come into effect from the date Worthy Parts notifies the Member of such change by any means including by posting on the website.
    4. The Member will be taken to accept the change unless they advise Worthy Parts in writing.
    5. All Listing Members agree to rate tables for any products which are sold via the website.

    Remedies

    6. Worthy Parts may exercise a right, remedy or power in any way at its absolute discretion.

    Joint and Several Liability

    7. If the Member and/or Buyer is more than one person each person shall be jointly and severally liable to Worthy Parts.

    Entire agreement

    8. In respect of its subject matter, these terms and conditions supersede all previous agreements and embodies the entire agreement between the parties.