Terms of Sale
- These terms apply in any contract of supply of goods or services made between Bridgestone Australia Ltd (we, us or our) as supplier and you as buyer. Placing an order with us will constitute deemed acceptance by you of these terms.
- We may change these terms by providing 21 days’ notice to you before we accept your order.
- These terms prevail over any terms put out by you, unless we agree in writing. No employees, agent or contractor of ours may vary or add to these terms without the prior written authority of our Managing Director.
- No employees, agent or contractor of ours may vary or add to these terms without the prior written authority of our Managing Director.
- We may alter our range of goods or services on offer without notice to you.
- Goods we offer ex-inventory are subject to our prior sale to other buyers.
- An order you give us is subject to our acceptance and we may decline an order.
- We reserve the right to supply an order in full or only in part.
- You may not cancel an order, nor delay delivery, once we accept your order unless we agree.
- We will invoice all orders at our current prices, which we may alter by providing 21 days’ notice to you.
- We support the voluntary Tyre Product Stewardship Scheme administered through Tyre Stewardship Australia (TSA). Through the voluntary Tyre Product Stewardship Scheme, industry participants commit to increase the recycling and resource recovery of Australia’s end-of-life tyres and minimise environmental, health and safety impacts. Prices in this price list do not include the voluntary levy.
- Delivery times are estimates only and we do not guarantee a particular delivery date or time.
- We may charge a delivery surcharge of $5.00 plus GST per tyre on any order comprising 3 tyres or less.
- We may deliver goods by instalment, but if we fail to deliver a particular instalment by a date specified for delivery, you are not entitled to rescind the contract.
- We will make goods available to you at our store nearest you. At your expense, you may cause the goods to be transported from our store to your premises. All carriers from our store will be your agents only.
- Where goods are consigned by us to you, the goods are delivered to you when placed on the transport vehicle.
- A claim for shortages in delivery must be in writing received by us within 14 days of dispatch from our store.
- Goods remain our property until you pay us the price in full for all goods we have sold to you. Until that time you are to hold our goods for us as owner and, if we require it, you are to store those goods in a way that they can be identified as our goods.
- Risk in the goods passes from us to you on delivery.
- If Chapter 4 of the PPSA would otherwise apply to the enforcement of a security interest arising in connection with these terms, you agree the following provisions of the PPSA will not apply to the enforcement of that security: sections 95, 96, 121(4), 125, 130, 132(3)(d), 132(4), 142 and 143.
- Notices or documents required or permitted to be given to us for the purposes of the PPSA must be given in accordance with the PPSA. You waive the right to receive any notice under the PPSA (including notice of a verification statement) unless the notice is required by the PPSA and cannot be excluded.
- You consent to us effecting and maintaining a registration on the PPSA register (in any manner we consider appropriate) in relation to any security interest contemplated by these Terms and you agree to provide all assistance reasonably required to facilitate this. You agree to pay all fees and charges associated with us making such registrations. You must notify us at least 14 days before you change your name, Australian Company Number or Australian Business Number.
In this clause 23:
23.1 a reference to goods includes proceeds and commingled property when the context permits. The goods will include ‘other goods’ as classified under the PPSA;
23.2 paid means receipt of cash or cleared funds by us in full satisfaction of the Amounts Owing;
23.3 PPSA means the Personal Property Securities Act 2009 (Cth) and any regulations made pursuant to it;
23.4 the following words have the respective meanings given to them in the PPSA; account, ADI account, commingled, control, proceeds, register, registration, security interest and verification statement.
- To the extent permitted by section 275 of the PPSA, you and we agree to keep these Terms and all information related to them confidential and to not disclose that information to any person except where the disclosure is required by law (other than section 275(1) of the PPSA).
- You must pay us the price of the goods or services on or prior to delivery unless we have approved extended terms of payment. If payment is overdue, we may charge you interest at our banker’s highest current overdraft interest rate from the date of default until we receive payment. Alternatively, in the case of default, we may enter your premises and retake possession of the goods concerned and then credit you our estimated re-sale value of those goods less our costs. You will indemnify us in relation to any costs (including legal costs) incurred by us in the exercise of such rights or which may be incurred in the recovery or attempted recovery of the overdue amounts from you.
- In addition, if payment is overdue we may cancel or suspend delivery of other goods or services yet to be delivered to you.
- You may not deduct from the price any set off, counter claim or other sum unless we agree in writing.
- You must also pay to us an amount equal to the Goods and Service Tax (GST) on the goods at the prevailing rate at the time of paying the price of the goods.
- We may set off any amount owed by us to you from any amount due by you to us.
- You may return goods to us only with prior written consent and at your expense. We will credit returns only where goods are received back by us in good condition. If you return goods to us because of your ordering mistake or for some reason other than the goods being defective, we may charge you a surcharge of 10% of the GST exclusive price of the goods plus any applicable GST.
Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
(1) to cancel your service contract with us; and
(2) to a refund for the unused portion, or to compensation for its reduced value.
- You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.
- In addition to those rights, we will repair or replace any Bridgestone brand tyre or tube for passenger, light truck, truck and bus, industrial or agricultural vehicles which you purchased new from us or one of our authorised tyre dealers in Australia which are defective as a direct result of a manufacturing defect (materials or workmanship) in our goods (Bridgestone 5 Year Warranty), if we receive both the defective goods and written notice of the complaint together with a properly completed and signed claim form within 5 years of manufacture. If goods or services we supply are not of a kind ordinarily acquired for personal, domestic or household use or consumption, we may choose not to replace them but to give you an allowance toward your purchase of replacement goods based on our estimate of the percentage wear of the defective goods when we receive them. If we replace or give you an allowance for defective goods, then the defective goods become our property. If we reject a claim we may dispose of the goods after 30 days unless you request us to do otherwise and at your expense. As we have the exclusive rights to import Bridgestone brand tyres and tubes for passenger, light truck, truck and bus, industrial and agricultural vehicles into Australia, the Bridgestone 5 Year Warranty only applies to tyres and tubes purchased directly from us or our authorised tyre dealers. It does not apply to any other goods (such as Bridgestone brand tyres and tubes that are not manufactured for use in Australian conditions) or to goods which you purchase from any other source (e.g. from a third party online or a parallel importer).
- We do not give any other warranty or condition of our supply.
- If we decide to voluntarily recall any goods, then we will be responsible for the costs of transport, repairs or replacement for the goods recalled.
- If you breach any contract with us, or if you are an individual and commit an act of bankruptcy under the Bankruptcy Act, or if you are a company and become an externally administered body corporate under the Corporations Law, we may (in addition to our other rights) suspend or terminate any other contract with you by giving written notice to you. You are still to pay us for goods or services already delivered under the contract in question.
- In addition to those rights, if you default or become insolvent we reserve our rights as seller under the Sale of Goods Act of the relevant jurisdiction.
- All contracts between us shall be deemed to be made, construed and to be enforceable in and according to the laws of the State of South Australia and by mutual consent to be subject to the exclusive jurisdiction of the Courts of South Australia.
- You must observe the Privacy Act if it is applicable in respect of all personal information and indemnify us against all loss, cost, expense, damage or liability suffered if you breach this clause.
Goods and Services
Title and Risk
ITEM 1. Definitions
- Agreement: means these terms and conditions described herein and the arrangement Bridgestone has with the User.
- Bridgestone, we, us: means Bridgestone Australia Ltd (ABN 65 007 516 841).
- Iris Software: means the tool that allows a technician or service provider to compose a personalized video explanation of the customer’s vehicle and send it to them via text message or email, to arrive on a customer’s device wherever they are.
- User, you, your: the company or person with whom Bridgestone has entered or intends to enter into an agreement with and who are entitled to use the Iris Software.
ITEM 2. | Content of the Agreement
- The Iris Software is owned by Iris Concepts IP Pty Ltd and has licensed Bridgestone to distribute the product. Bridgestone grants the User the right to use the Iris Software by way of a non-exclusive license.
- By using the Iris Software the User agrees to pay the fees to Bridgestone described in the correspondence previously provided to you subject to these terms and conditions.
- The Iris Software may be used at one location and the agreed fees apply per location. If the User uses the Iris Software at more than one location, Bridgestone is entitled to charge the fees for the use of the Iris Software at multiple locations, as if the User had signed up all locations where the Iris Software was or is being used. The User may allow several technicians located at such site to use the Iris Software.
- Bridgestone may suspend and/or terminate the Agreement if there is a breach of the previous paragraph in accordance with Item 6.
- Bridgestone only makes the log-on available to the User. The User creates the texts, videos, photos and other data (content) and adds it to the Iris Software. Bridgestone will store the content for the User. The User is liable for the content they produce using the Iris Software. The User indemnifies Bridgestone against all third-party claims in this regard.
- Within the framework of the Iris Software, work proposed by the User can be submitted to car owners for approval. Bridgestone is not responsible nor liable for unintended approvals and rejections that have taken place. The User indemnifies Bridgestone against all claims from third parties in this respect.
ITEM 3. | Abuse
- The User is forbidden to break, remove or avoid any security in the Iris Software.
- Use of Iris Software is subject to the following restrictions:
- Iris Concepts IP Pty Ltd is the owner of the patent, copyright, trademarks, trade secrets and all other intellectual property rights that subsist in the Iris Software and training material. Iris Concepts IP Pty Ltd have licensed the above intellectual property rights to Bridgestone to use and distribute on its behalf.
- The User is forbidden to use equipment or software that can disrupt the normal operation of the Iris Software.
- The User is prohibited from sending unsolicited messages (SPAM) through the Iris Software.
- The User agrees that all content they add does not infringe the rights of third parties or any laws.
- Videos that are deemed violent, hateful, discriminatory or otherwise inappropriate content, as well as videos with a political message may be removed by Bridgestone without notice or compensation payable.
- If Bridgestone suffers damages as a result of misuse by the User, the User agrees to indemnify Bridgestone for such damages.
- The User is obliged to take adequate action against any misuse of the Iris Software that has come to their knowledge. The User must also notify Bridgestone of this abuse as soon as possible. Bridgestone reserves the right to immediately terminate the Agreement in whole or in part if and insofar as misuse is assumed to have taken place, without the User claiming a refund or remission of payments made by them.
i) you must not reverse engineer, decompile or disassemble the Iris Software except to the extent permitted by law;
ii) you shall not examine any part of the Iris Software for the purpose of developing a competing product, and nor shall you permit any third party access to Iris Software for this purpose.
ITEM 4. | Maintenance of the Software
- Bridgestone is at all times authorised to temporarily (partially) take the Iris Software and/or web portal out of use, if this is desirable with regard to maintenance, adjustment or improvement of the services. Where possible Bridgestone will advise Users of the pending maintenance as far in advance as possible.
- The User cannot claim compensation for any damage as a result of accessibility limitations of the Iris Software or the web portal.
- Non-urgent maintenance work will be carried out, as much as possible, at times when the User will experience the least disturbance. Bridgestone can never offer any guarantee in this respect.
ITEM 5. | Force Majeure
- Bridgestone is not obliged to fulfill their obligations under the Agreement if and insofar as they are hindered by a circumstance that is beyond their control, nor by law, legal act or generally accepted standards.
- If the force majeure situation continues or will continue for more than three months, either the User or Bridgestone are entitled to terminate the Agreement with immediate effect.
- The User is not permitted to claim compensation for damage that has occurred as a result of force majeure. The User is only entitled to a proportional refund of payments already made with regard to the period where force majeure was applicable and the User was unable to use the Iris Software.
ITEM 6. | Suspension and Termination
- Either party may terminate this Agreement upon providing the other party with 30 days written notice of termination.
- An infringement of the provisions of these general terms and conditions gives Bridgestone the right to terminate the Agreement with immediate effect, unless the infringement does not justify termination of the Agreement due to its minor significance.
- If the User commits an act of insolvency or bankruptcy, any seizure of their goods has been made or in cases where the User cannot freely access their assets, Bridgestone is entitled to terminate the Agreement with immediate effect, unless the User has already provided adequate security for (due) payments.
- Bridgestone is also entitled to terminate the Agreement if circumstances arise that are of such nature that fulfilment of the Agreement is impossible.
- Bridgestone is also entitled to terminate the Agreement if the User fails to pay its Bridgestone trading account to terms.
- The User can never claim any form of compensation in connection with the right of suspension and termination exercised by Bridgestone on the basis of this item.
- If Bridgestone terminates the Agreement on the basis of this item, all claims against the User are immediately due and payable.
- In the case that the Iris Software is unavailable for use, or does not for the most part function correctly, for the majority of Bridgestone customers for a period of at least 15 business days, the User may terminate this Agreement with immediate effect, giving written notice.
ITEM 7. | Prices and Payments
- All prices stated by Bridgestone are exclusive of Goods and Services Tax.
- Bridgestone is entitled to change the agreed prices upon providing the User with at least 30 days written notice. Upon receipt of the written notice, the User is entitled to terminate the Agreement.
- Bridgestone will implement the Agreement terms when the User has been set up with access to the Iris Software.
- The charges for use of the Iris Software will be billed to the User’s Bridgestone trading account. Payments will be made by bank transfer or direct debit.
- If timely payment is not made, the User will be in default and the User must pay Bridgestone interest of 1% per month on the outstanding amount, with part of a month being considered as a whole month. This interest is calculated up to and including the day that the outstanding amount, including interest, is paid in full. The performance of Bridgestone's obligations under this Agreement is conditioned upon the timely payment by the User of all amounts due pursuant to this Agreement.
- The User will be liable to pay Bridgestone all reasonable legal costs for obtaining amounts owed by the User.
ITEM 8. | Liability and Disclaimer
- Bridgestone is responsible for the presence of functionalities within the Iris Software.
- Bridgestone strives to make the Iris Software work on all internet browsers and application stores, but it is possible that the Iris Software does not work equally well on all internet browsers and applications. Any liability of Bridgestone in this regard is excluded.
- If Bridgestone should be liable for any damage, that liability is, without prejudice to the provisions of paragraph 2, limited to compensation for direct damage suffered by the User. Bridgestone is never liable for indirect damage or consequential loss, including loss of profit, loss suffered and damage as a result of business interruption.
- The possible liability of Bridgestone is, in any case, limited to the invoice value, to that part of the Agreement to which the liability of Bridgestone relates.
- Barring intent and deliberate recklessness on the part of Bridgestone, the User indemnifies Bridgestone against all claims from third parties, for whatever reason, with regard to compensation for damage, costs or interest, related to the Iris Software and other services provided by Bridgestone.
ITEM 9. | Intellectual Property and Confidentiality
- Iris Concepts IP Pty Ltd retains ownership of the intellectual property over all Iris Software manufactured and/or made available by it.
- Bridgestone and Iris Concepts IP Pty Ltd will never claim ownership of the content or data that Users have added to the Iris Software. After termination of the Agreement, Bridgestone is entitled to delete the content and data entered by the User. Before proceeding with this, the User may request Bridgestone to remove the data or provide it to the User.
ITEM 10. | Final Provisions
- Bridgestone and the User irrevocably agree that the courts of South Australia will have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim (including any non-contractual dispute, controversy or claim) arising out of or in connection with this agreement, including any question regarding its existence, validity, formation or termination. For these purposes, each party irrevocably submits to the jurisdiction of the courts of South Australia.
- Before appealing to the courts, the parties are obliged to make every effort to resolve the dispute in mutual consultation or mediation.