GUIDANCE

These Terms contain important factors which apply when you do business with Us.

In consideration of EnviraBags accepting your instructions to supply Goods and Services; You agree to these Terms.

Generally

EnviraBags is headquartered in Melbourne, Australia and trades internationally. These terms have regard to provisions of the Australian Consumer Law (ACL) as out in Schedule 2 to the Competition and Consumer Act 2010 (CCA) to the extent that those provisions are applicable to consumers as defined under the ACL.

These Terms do not seek to restrict or modify rights under the ACL which cannot be excluded, restricted or modified by agreement.

Headline Terms

(a) Payment terms are 50% deposit and 50% balance prior to delivery.

(b) A 50% deposit is required for custom-branded product but in some cases, 100% prepayment is required.

(c) EnviraBags will, upon payment of a deposit, commence production of pre-production samples.

(d) Photographs of pre-production samples will be emailed for review/approval. If you require physical samples or amendments to samples, additional charges for courier and amendment costs may be payable. EnviraBags will provide prior written notice of any additional costs.

(e) Typical lead times are 10-12 weeks for sea freighted product; 4-6 weeks for air freighted product. Unless otherwise stated, all orders are sea freighted. Many factors can affect lead times. A delivery date can usually be forecast once production has been 50% completed.

(f) Payment of your balance/arrival invoice is required before we deliver goods. The delivery date shall be within 3 business days of the payment due date shown on our 50% balance invoice; or 3 business days after payment is received, whichever is later.

(g) EnviraBags provides 7 days free warehouse storage for fully paid orders. Goods not delivered or collected from day 8 onwards will incur a $100 + GST admin and handling fee plus storage fees of $20 + GST per pallet per week; or part thereof. Storage charges will be invoiced and attached to your balance/arrival invoice.

Please note: These are our headline terms. Additionally, all trade is subject to our full standard trading terms below.

1. Definitions and interpretation

Within these Terms, the following words shall have the following meanings and effects:

"EnviraBags" means Robert Angel Pty Ltd (ACN 136986582, ABN 77 136 986 582) trading as EnviraBags and operating as www.envirabags.com

"We" and "Us" has the same meaning as "EnviraBags".

"Buyer" means the person(s), company or other organisation that purchases Goods and Services from Us,

"Proposal" means our written offer, quotation, tender or other proposal which sets out the design, quantity and price of goods offered for sale;

"Contract" means the contract between Us and You for provision Goods and Services. Our agreement may incorporate our Proposal and/or your instructions and these Terms;

"Goods and Services" means any product and/or service provided by EnviraBags to and for the benefit of the Buyer.

"Proforma Invoice" means the 50% deposit invoice we raise and require payment of, prior to commencement production of goods;

"Balance Invoice" means the balance invoice we raise and require payment of, prior to delivery of the goods.

References to the masculine include the feminine and the neuter and the singular includes the plural and vice versa as the context admits or requires. Headings herewith will not affect the construction of any conditions.

2. Application of Conditions

2.1 All business undertaken by EnviraBags is transacted subject to these Terms and Conditions, each of which shall be deemed to be incorporated in and to be a condition of any agreement between EnviraBags and a Buyer.

2.2 A proposal (including a quotation) is valid for a period of 30 days from its date, provided that EnviraBags has not previously withdrawn it. Thereafter our proposal shall expire.

2.3 Any proposal (including a quotation) is given by EnviraBags on the basis that no Contract shall come into existence until EnviraBags confirms in writing to the buyer that conditions of Item 2.4 (below) are fulfilled

2.4 An Order and Contract for Goods and Services between EnviraBags and the Buyer shall be dated and commenced upon clearance of payment of a deposit as stated on a Proforma Invoice issued by EnviraBags, subject to these Conditions.

2.5 A Contract includes these Terms and Conditions to the exclusion of any and all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or otherwise).

3. Payment Terms

3.1 Our standard terms for payment are 50% deposit and 50% balance prior to delivery.

3.2 A 50% deposit is required for custom-branded product but in some cases, 100% prepayment is required.

3.3 The Buyer’s 50% balance payment is required before delivery. The delivery date shall be within 3-days of the payment due date shown on our 50% balance invoice; or 3-days after payment is received, whichever is later.

3.4 The Buyer acknowledges and agrees that at our discretion, EnviraBags may defer delivery of the Buyer's Goods until such time that full clearance of a Buyer's Balance Payment has been received by EnviraBags.

3.5 If payment of our balance invoice or any part thereof is not made by the due date, EnviraBags shall be entitled to charge the Buyer interest on any amount overdue at the rate of 6% over Westpac Bank's business base rate from the date the payment was due until the actual payment is made. Furthermore, the Buyer agrees that We shall be entitled to recover from the Buyer reasonable costs and expenses incurred in attempting to obtain payment.

4. Quotations

4.1 EnviraBags generally provides 2 types of quotations whereby Type 1 is an automated, online quotation via the "Get A Quote" page on our website, and; Type 2 is a written and personally addressed quotation itemising Goods and Services upon which a contract could be based.

4.2 Contracts cannot be based on a Type 1 quotation.

4.3 Our quotations (and all proposals) are "commercial in confidence and are strictly confidential. Consequently, You agree to keep our proposals confidential at all times and refrain from sending them to any third party.

5. Ordering

5.1 Envirabags typically uses a structured 6stage process to define and agree a Buyer's Order.

5.2 A Buyer will be required to approve, in writing, a "design drawing" prior to commencement of preproduction samples and production Goods.

5.3 EnviraBags cannot be held responsible for any missed milestones or due dates resulting from approvals delays caused by the Buyer.

5.4 Preproduction samples (where required) can be supplied by EnviraBags. Samples are supplied and billed excontract. Samples take 710 days to produce and are sent via air freight billed at cost. Samples themselves are free however, where custom printing is required, a plate charge of US$150 per colour is levied. This charge is rebated where a Buyer subsequently orders not less than 20,000 units using the same plates.

6. Order Acceptance

6.1 Pursuant to Item 2.4 herein, an order shall be accepted upon the clearance of payment of a deposit as stated on a Proforma Invoice.

7. Proforma Invoices

7.1 The price for the Goods shall be the price set out in EnviraBags' Proforma Invoice.

7.2 A Proforma Invoice will reference a design drawing that describes the Goods to be supplied in detail.

7.3 Insofar as is practicable, a Proforma Invoice shall reference the quotation upon which the invoice is based however the Buyer acknowledges that a Proforma Invoice will supersede the quotation.

8. Description Of Goods

8.1 A design drawing (including any drafts and revisions) is a visual depiction of your brief and/or instructions for Goods to be supplied.

8.2 Exclusively, the Goods supplied will be the Goods depicted in a design drawing, referenced in the Proforma Invoice.

8.3 An "Approved Design Drawing" is the design drawing, approved by the Buyer and is typically an A1 size illustration clearly depicting the visual appearance, features and dimensions of the Goods to be supplied under contract.

8.4 Description of our Goods in publicly published media (I.e. our website, catalogues etc.) are provided for the sole purpose of giving an impression of the types of Goods available to Buyers. Descriptions and depictions are in this case subject to change without prior notice and shall not be referenced in a Contract to supply Goods to a Buyer.

9. Production

9.1 The Goods to be produced will be the Goods depicted in the Approved Design Drawing. An inner label will be sewn inside all bags excepting ham bags. The inner label will identify materials, care instructions, the production month and EnviraBags as the supplier. Ham bags will identify EnviraBags as the supplier on the rear of the bag. Optionally, an external hangtag with EAN barcode may also be attached to bags. Custom inner labels and hangtags are available at additional cost.

9.2 Production will be undertaken at our own facility or a contracted facility according to indicative timescales communicated by EnviraBags.

9.3 EnviraBags shall undertake to effect reasonable design alteration, correction of error, omission or change notified by the Buyer to EnviraBags in writing received before the commencement of production however if such change affects a critical path or results in abortive production, We reserve the right to refuse such a change.

9.4 Although we undertake to exercise due care in the preparation of design drawings (and other information that forms the basis of our contract) the Buyer acknowledges and agrees that EnviraBags shall have no responsibility or liability whatsoever to affect any change to Goods after receipt of approval from the Buyer.

10. Delivery

10.1 EnviraBags or its authorised agent will deliver the Goods ordered by the Buyer in a single delivery to the address specified in the Proforma Invoice; or as advised in writing by the Buyer and agreed by EnviraBags.

10.2 Subject to Clause 3, delivery will be made as soon as practicable after the Buyer's order is available for delivery.

10.3 Delivery dates given by EnviraBags for delivery of the Goods are estimated and may be affected by circumstances outside our control (I.e. customs clearance delay). The time of delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.

10.4 Where storage and/or multiple deliveries of goods ordered is required, additional charges may be payable; such charges will be calculated on a Cost Plus 10% basis and will be advised in advance.

11. Risk and Ownership

11.1 Goods are at the risk of EnviraBags until delivery.

11.2 Upon delivery, risk transfers to the Buyer however, where the Buyer's personnel or equipment is used to affect their delivery, risk transfers during delivery.

11.3 Ownership of the Goods shall not pass to the Buyer until EnviraBags has received in full (in cash or cleared funds) all payments due in respect of the Goods.

12. Limited Liability

12.1 The liability of EnviraBags to a Buyer arising under or in connection with a Contract is limited to the aggregate amount of $1,000,000 (one million dollars).

12.2 Except for the specific limit on liability in these Terms, the liability of EnviraBags, whether under the law of Contract, Tort or otherwise, for any damage, loss, cost or expense arising out of or incidental to the Goods and Services performed or required to be performed by EnviraBags, its servants or agents, shall not exceed an amount equal to the price invoiced to the Buyer by EnviraBags for the Goods and Services giving rise to the damages up to a maximum of one million dollars. The Buyer shall agree to and does release EnviraBags from and does indemnify EnviraBags, its servants and agents against any such liability in excess of this limited liability.

13. Claims

13.1 EnviraBags applies stringent quality controls during design, production, handling and delivery of Goods however, we acknowledge that problems can arise. In this case the Buyer must notify EnviraBags in writing within 7 days of delivery.

13.2 If the Goods delivered are damaged, defective or of incorrect quantity, EnviraBags shall have no liability whatsoever to the Buyer unless the Buyer notifies EnviraBags in writing within 7 days of the delivery of the Goods.

13.3 Where a Buyer notifies within the permitted timeframe, EnviraBags' sole obligation will be, at their option, to as soon as practicable: (i) make good any shortage or nondelivery; or (ii) replace or repair any Goods that are damaged or defective; or (iii) refund to the Buyer the amount paid by the Buyer for the missing or defective Goods.

13.4 Except as precluded by law or statute, EnviraBags will not be liable to the Buyer for any indirect or consequential loss, damage or expenses (including loss of profits, business or goodwill) howsoever arising under or in connection with the Contract and EnviraBags shall have no liability to pay any money to the Buyer by way of compensation other than to refund to the Buyer the amount paid by the Buyer for the Goods under Condition 13.3(iii) herein.

14. Compliance With Regulations

14.1 EnviraBags undertakes to observe and comply with all applicable regulations and legislation, including obtaining all necessary customs, import or other permits required to supply the goods to the the Buyer.

14.2 The Buyer, where applicable, must observe and comply with all applicable regulations and legislation, including obtaining all necessary customs, import or other permits to purchase, receive or resell the Goods. EnviraBags makes no representation and accepts no liability in respect of the export, import or resale of the Goods to another country or territory outside Australia.

14.3 Notwithstanding the foregoing, nothing in these Terms and Conditions is intended to limit any rights the Buyer might have as a consumer under applicable local law or other statutory rights that may not be excluded, nor in any way to exclude or limit EnviraBags' liability to the Buyer for any death or personal injury resulting from EnviraBags' negligence.

15. Notices

15.1 Notices from the Buyer to EnviraBags must be in writing and sent via email to rob@enviragroup.com or via mail to PO Box 1308, Hawksburn, Victoria, Australia 3142.

15.2 Notices from EnviraBags to the Buyer will be sent to the Buyer's address shown in the Proforma Invoice.

16. Events Beyond The Control of EnviraBags

16.1 EnviraBags shall have no liability to the Buyer for any failure to deliver the Goods or any delay in doing so or for any damage or defect to the Goods delivered that is caused by an event or circumstance beyond EnviraBags's reasonable control including, without limitation, force majeure, strikes, lockouts and other industrial disputes, customs clearance delays, breakdown of systems or network access, flood, fire, explosion, accident, acts of terrorism and sabotage.

17. Intellectual Property

17.1 Where EnviraBags receives, reproduces or otherwise uses intellectual property owned, controlled, or licensed by the Buyer (including but not limited to logos, art, marks, trademarks etc.) we do so on the basis of the Buyer providing EnviraBags with a royalty-free nonexclusive licence to use, adapt, reproduce, amend and, publish it. Intellectual property so owned, controlled or licensed by the Buyer shall be used by EnviraBags with authority and full indemnity from the Buyer.

17.2 EnviraBags exclusively owns the intellectual property associated with our designs, products, services, website, and communications. We retain full ownership of all drawings, mockups, designs, samples, specifications and other illustrative material and photographs we produce.

17.3 Buying, taking delivery of, or using our products, whether they be warehouse pre-made stock designs or custom/bespoke designs, does not grant you the automatic right to copy or reproduce our products. No implied reproduction right or license is offered or granted. Unauthorised copying or reproduction is an infringement of our rights. Some products, including our performance chiller bags/cold bags and home delivery box bags, may carry prescribed intellectual property protection (copyright, trademark, wordmark or certified design rights/registration, etc.) in the countries where we operate. These IP protections afford us legal protection where unauthorised use or reproduction occurs. You acknowledge and agree that we own the intellectual property associated with our designs, products, services, website, and communications and agree not use, reproduce, copy, or transmit, any of our intellectual property without our prior written permission.

17.4 Where a deliberate and willful infringement of our intellectual property rights is discovered, we may bring legal proceedings intended to obtain financial compensation for the infringement, damages, and costs and to stop top further infringement. Damages may include but may not be necessarily limited to - compensation for prejudice to our interests (such as damage to our reputation or turnover), loss of profit, profits made by the infringer, a presumed license fee, conversion damages, and destruction costs. The infringing party will be liable for damages together with our reasonable legal costs and other expenses.

17.5 You may not reproduce any of the content on this website including files downloadable from this website, without our prior written permission. You may not reproduce, communicate or disclose to any third party, any of the content EnviraBags has shared or transmitted via email or other means without our prior written permission. We may change these terms from time to time. Check before re-using any of our intellectual property, products, or content.

18. Rights to Publicity

18.1 EnviraBags shall benefit from the right to include representations and descriptions of the Buyer's goods among EnviraBags promotional materials in print and digital form.

18.2 The Buyer grants permission to EnviraBags, to photograph, edit, reprint, publish or distribute images and descriptions of the Buyer's goods (including the Buyer's brand mark, logo or artwork) and exploit such property in print and digital form including via social media.

18.3 The Buyer agrees to provide a credit line to acknowledge EnviraBags when using representations and/or descriptions of goods produced by or owned by EnviraBags. The credit line shall read as follows:

• (a) Bag by EnviraBags (for all uses except online);
• (b) Bag by www.envirabags.com (for all uses online except Instagram);
• (c) Bag by @envirabags (for use on Instagram social media site/app).

18.4 The Buyer will, upon request, credit EnviraBags in promotional materials created or managed by the Buyer.

19. Validity

19.1 Where any of these Conditions (or part of any of these Conditions) is unenforceable or cannot be read down (including any provision in which EnviraBags excludes its liability to the Buyer) the enforceability of the remaining Conditions (or remaining part of any Condition) will continue in full effect.

19.2 Any and all previous terms and conditions shall be revoked and replaced by these conditions except where any previous conditions have been affected by a contract of sale or supply of goods.

20. Third Party Rights

20.1 Notwithstanding any other Contract provision, nothing in the Contract confers or purports to confer any right to enforce any of its terms on any person who is not a party to it.

21. Entire Agreement

21.1 The written Contract sets out the entire agreement between EnviraBags and the Buyer. Nothing said by any person or representative of EnviraBags should be regarded as a variation of the Contract or as an authorised representation about the nature or quality of the Goods. Save for fraud or fraudulent misrepresentation, EnviraBags shall have no liability for any such representation being untrue or misleading. No variation of or amendment to the Contract shall bind either party unless made in writing and signed by an authorised representative of both parties.

22. Variation

22.1 No provision of these Terms and Conditions and our entire Contract nor a right conferred by it can be varied except in writing signed by EnviraBags.

23. Jurisdiction and Governing Law

23.1 A Contract (incorporating these Terms and Conditions) shall be governed by and interpreted in accordance with Australian Law and the courts of Victoria shall have sole jurisdiction. The Buyers agrees to submit to the sole jurisdiction of the courts of Victoria.