TERMS AND CONDITIONS – SALE OF GOODS
BACKGROUND
These Terms and Conditions explain the basis under which the Seller wishes to sell and the Buyer wishes to buy the Goods for the price described at clause 4.
The Buyer should read these Terms and Conditions very carefully to make sure that they understand what is agreed.
Your use of the PLR App and PLR website is subject to the following terms and conditions and all applicable laws. By clicking on the appropriate button, by downloading, or installing or using any Supercooled Limited services or software you agree to these terms and conditions and are bound by them
1 DEFINITIONS
In these Terms and Conditions, the following words and phrases have the following meanings:
| ‘Buyer’ | the person or company purchasing the Goods |
|---|---|
| ‘Commercial Unit’ | a unit of Goods which cannot be divided without reducing its overall value or damaging the character of the unit |
| ‘Confirmation of Acceptance’ | the Seller’s confirmation that the Buyer’s order has been accepted and a binding agreement has been formed for the supply of Goods |
| ‘Digital Content’ | data which is produced and supplied in digital form |
| ‘Goods’ | the items that the Buyer is purchasing |
| ‘the Parties’ | the Buyer and the Seller |
| ‘Party’ | either one of the Buyer or the Seller |
| ‘Seller’ | the person or company selling the Goods |
| ‘Terms and Conditions’ | this document detailing the rights and responsibilities of the Parties |
In these Terms and Conditions, the following words and phrases have the following meanings:
2 GOODS
2.1 The Seller is under a legal duty to supply Goods which are:
2.1.1 of satisfactory quality;
2.1.2 fit for purpose; and
2.1.3 as described by the Seller.
2.2 The Seller may modify or update, or require the Buyer or a third party to modify or update any Digital Content component of the Goods, provided that the Digital Content shall always match the description provided before purchase by the Buyer.
3 You must be at least 13 years old to use PLR App and associated website and agree not to register to the Supercooled Ltd services. You, the user acknowledges and agrees not to, knowingly or negligently use the PLR app and website in a way that abuses or disrupts networks including cell services, emergency services, user accounts or services, copy or reverse engineer the PLR services either in whole or in part, use the PLR services to harass, abuse, fraudulently or unlawfully. Supercooled Limited retains the right to remove your membership without warning if any part is infringed upon.
4 ORDERING
4.1 By ordering the Goods from the Seller, the Buyer makes an offer to buy the Goods for the price given by the Seller. There is no binding contract between the Parties at the time when the order is made.
4.2 The Seller will contact the Buyer by email to tell the Buyer when the Goods have been dispatched. This Confirmation of Acceptance is the Seller’s acceptance of the Buyer’s order. When the Confirmation of Acceptance is received there will be a binding contract between the Parties in accordance with these Terms and Conditions. The binding contract will only be for the Goods that are included in the Confirmation of Acceptance. It may not cover all the Goods the Buyer ordered, for example if stock is unavailable.
4.3 Vouchers can be ordered and will be issued by PLR. There is no limit on the number of vouchers, and pricing will be adjusted accordingly. A Voucher cannot be redeemed for cash. The Voucher is valid for the time the relative subscription is payed for. The voucher needs to be activated within 20 working days of purchase unless prior agreement between the purchaser and the vendor, at which time the voucher becomes invalid. A voucher cannot be used with any other offer or product offered by Supercooled Limited. There is no responsibility accepted due to the inability to activate the voucher within the specified time frame.
5 PRICE AND PAYMENT
5.1 Occasionally, the Seller’s prices may change between the date of the order and the date of the Seller’s Confirmation of Acceptance. Reasons for a price change include, but are not limited to, a change in the amount that the Seller is charged by their supplier(s) or a change in the VAT rate. What happens when the price changes depends on whether the new price is lower or higher than the price originally given::
5.1.1 if the new price is lower than that originally given, the Seller will charge the lower price and dispatch the Goods;
5.1.2 if the new price is higher than that originally given, the Seller will either cancel the order or contact the Buyer to confirm whether they would prefer to cancel or pay the higher price for the Goods.
5.2 Without prejudice to any other legal right or remedy:
5.2.1 if any agreed payment is not received by the Seller by the due date, the Seller can charge interest on the outstanding sum or sums. Interest will be charged at 15% per annum above the Reserve Bank of New Zealand base rate, accruing daily from the due date until payment is made;
5.2.2 if the amounts not paid to the Seller when due total 10% or more of the total value of the Goods, the Seller is entitled to suspend performance until such time as the outstanding payments are made; and
6 DELIVERY
6.1 The Seller will arrange for the Goods to be delivered to the Buyer. Delivery will be obtained through the Play Store or the App Store.
6.2 Dates or times for the delivery of the Goods given by the Seller are estimates and cannot be relied on as definitive. The Goods will be delivered on the Seller’s Confirmation of Acceptance. Through either the Play Store or the App Store
6.3 The Goods may be delivered directly from the manufacturer or the Seller’s supplier
6.4 The Seller delivers worldwide through the Play Store and the App Store.
7 PASSING OF RISK AND OWNERSHIP
7.1 The Goods will be at the Seller’s risk until delivered either to the Buyer or otherwise at the Buyer’s direction.
7.2 The ownership of the Goods shall not pass to the Buyer until the Seller has sent the Confirmation of Acceptance to the Buyer and has received payment in full.
7.3 For the purposes of this clause, if the Goods include Digital Content which is to be downloaded by the Buyer, the delivery of the Digital Content is effected at the time when it reaches the Buyer’s device.
8 RIGHT TO CANCEL – DIGITAL CONTENT
8.1 This clause only applies to any Digital Content.
8.2 The Buyer has the right to cancel within 7 days without giving any reason.
8.3 The cancellation period will expire after 7 days of the Buyer’s order being accepted by the Seller.
8.4 To exercise the right to cancel, the Buyer must inform the Seller, using the contact details provided below, of the decision to cancel by a clear statement (eg a letter or email). The Buyer can use the model cancellation form provided at the end of these Terms and Conditions, but it is not obligatory.
8.5 To meet the cancellation deadline, it is enough for the Buyer to send a notice under this clause before the cancellation period has expired.
8.6 Where the Buyer has agreed to delivery of any Digital Content before the expiry of the 7-day cancellation period, and delivery of the Digital Content has begun (eg downloading or streaming of the Digital Content has already begun), the Buyer acknowledges that they will thereby lose their right to cancel under this clause.
9 EFFECTS OF CANCELLATION
9.1 If the Buyer cancels under these Terms and Conditions, the Seller will reimburse any payments received from the Buyer.
9.2 The Seller may make a deduction from the reimbursement for loss in value of any Goods supplied, if the loss is the result of unnecessary handling by the Buyer.
9.3 The Seller will make the reimbursement without undue delay, and not later than:
9.3.1 14 days after the day the Seller receives back from the Buyer any Goods supplied; or
9.3.2 (if earlier) 14 days after the day the Buyer provides evidence that the Seller has returned the Goods; or
9.3.3 If there were no Goods supplied, 14 days after the day on which the Seller is informed about the Buyer’s decision to cancel.
9.4 The Seller will make the reimbursement using the same means of payment as the Buyer used for the initial transaction, unless the Buyer has expressly agreed otherwise; in any event, the Buyer will not incur any fees as a result of the reimbursement.
10 RETURNS (DIGITAL CONTENT ONLY BEING RETURNED)
10.1 This clause applies if the Buyer wishes to return Digital Content only.
10.2 If Digital Content is not of satisfactory quality, is unfit for purpose or not as described by the Seller, the Buyer has a right to request that the Seller either repairs or replaces the Digital Content. If the Buyer wishes to exercise either of these rights, they must do so using the contact details below. The Buyer does not have a right to a refund except as described in this clause.
10.3 If the Buyer exercises the right to request a repair or replacement within 6 months of the Digital Content reaching the Buyer’s device, the Seller will repair or replace the Digital Content as requested. If it is disproportionate in the circumstances for the Seller to repair the Digital Content, they can choose to replace it instead. Equally, if it is disproportionate in the circumstances for the Seller to replace the Digital Content, they may choose to repair it.
10.4 If the Buyer exercises the right to request a repair or replacement under this clause more than 6 months after the Digital Content reaches the Buyer’s device, the Seller will only repair or replace the Digital Content if satisfied that the problem with it existed on the day it was supplied to the Buyer. If it is disproportionate in the circumstances for the Seller to repair the Digital Content, they can choose to replace it instead. Equally, if it is disproportionate in the circumstances for the Seller to replace the Digital Content, they may choose to repair it.
10.5 If the Digital Content has been repaired or replaced under this clause and the repair or replacement still does not meet the required standard, the Buyer is entitled to a price reduction. The amount of any reduction will take into account the problems with the Digital Content and may be up to the full price. If the Buyer has already paid more than the reduced price for the Digital Content, the Seller will refund the difference.
10.6 Any refund payable under this clause will be paid within 14 days of the Seller agreeing that the Buyer is entitled to a refund.
10.7 The Buyer cannot rely on any problem with the Goods as a reason for returning them if, before agreeing to buy them, the Buyer was expressly informed of the problem, inspected a sample of the Goods or used a trial version of the Digital Content from which the problem was obvious.
10.8 Nothing in this clause prevents the Buyer from seeking other remedies to which they are entitled by law.
11 LIABILITY AND INDEMNITY
11.1 Nothing in these Terms and Conditions seeks to limit the liability of the Seller for fraudulent acts or omissions, death or personal injury caused in connection with this sale of Goods, whether arising in contract, negligence, tort, breach of statutory duty or otherwise.
11.2 Neither Party shall be liable to the other whether in contract, negligence, tort, breach of statutory duty or otherwise for any loss or damage sustained by the other Party indirectly or consequentially and including but not limited to economic loss or loss of profits, goodwill or business in general.
11.3 Subject to the rest of this clause, the Seller’s total liability to the Buyer will not, in any circumstances, exceed the total amount of the price payable by the Buyer.
11.4 In the event that the Buyer or their servants or agents breach these Terms and Conditions, or are negligent in their actions, the Buyer will, to the fullest extent permitted by law, indemnify the Seller against any liability, loss, claim, damage, expense suffered by the Seller as a result.
11.5 By agreeing to these terms and conditions you do, on the understanding that the PLR App is not a PLB (Personal Locator Beacon)or EPIRB (Emergency Position Indicating Radio Beacon) and is limited by the cellular coverage in the area that the rescue function is set off. The effectiveness of the App is ultimately down to the information you input into the Setup screen. The smartwatch and cell phone need to be within range of each other. The user understands that the setting off of the App needs to be at the site that the user needs to be rescued from and that the GPS Location function is turned on and up to date on their mobile phone.The user agrees that Supercooled Limited is not liable for incorrect information sent due to the limitations of the user’s cellular phone, satellite coverage and the mapping function.
11.6 You agree that Supercooled Limited, in no event be liable for any consequential, direct or indirect, punitive damage or loss, as a result of any activity undertaken by you, the user and any effects sustained by the inability to use the App functions or Cell phone networks or emergency services and Supercooled Limited takes no responsibility for the proper functioning of any networks or servers or any communications.
11.7 It is the responsibility of the user to ensure the emergency services of the occupying country if outside the country of release, will accept a text message alert.
11.8 You acknowledge that Supercooled Limited shall retain no liability to you or any third party arising from any device or network limitations or failures and their not performing in the intended manner. You acknowledge that Supercooled Limited Personal Locator Relay App (PLR) is a self-help software package and service and you acknowledge the risks involved in any chosen endeavour, such endeavours are undertaken at the users own risk and Supercooled Limited is not liable for any mishaps or the resulting consequences that may be encountered, including and not limited to resulting losses, damages, liabilities, costs and expenses.
12 AMENDMENT AND TRANSFER OF RIGHTS
12.1 These Terms and Conditions can only be amended by the agreement of the Parties in writing with signatures on behalf of both.
12.2 The Seller is permitted to assign or transfer any rights or obligations under these Terms and Conditions, or subcontract the same for performance to a third party. The Buyer is not permitted to assign or transfer any rights or obligations under these Terms and Conditions without the prior written permission of the Seller.
13 SEVERANCE
13.1 If any of the provisions of these Terms and Conditions are unlawful, invalid or otherwise unenforceable, they will be severed from the remainder. The Terms and Conditions which are left will remain valid and enforceable.
14 THIRD PARTIES
14.1 For the purposes of the Contracts (Rights of Third Parties) Act 1999, these Terms and Conditions are not intended to and do not confer any rights on any person who is not a Party. Any person who is not a Party does not have the right to enforce any provision of these Terms and Conditions.
15 CIRCUMSTANCES BEYOND THE CONTROL OF THE PARTIES
15.1 Neither Party shall be liable for any delay or failure to do anything under these terms and conditions due to circumstances beyond the reasonable control of that Party. Such circumstances include – but are not limited to – industrial action, lock out, trade dispute, power failure, internet outage, fire, natural disaster or outbreak of war. As soon as is reasonably possible after the discovery of such circumstances, the affected Party must notify the other Party in writing of any anticipated or existing delay or failure in performance.
15.2 If the circumstances referred to in this clause continue for a period of longer than 5 days, either Party can end the contract by giving 5 days’ notice in writing to the other. All money owing under these Terms and Conditions before the circumstances arose shall be paid immediately.
16 ENTIRE AGREEMENT
16.1 These Terms and Conditions and the Confirmation of Acceptance taken together are the entire agreement between the Seller and the Buyer and supersede any and all prior terms, conditions, warranties or representations to the fullest extent permitted by law.
17 WAIVER
17.1 Any failure or delay by the Seller in using rights or powers provided by these Terms and Conditions shall not constitute a waiver of the whole or any part of these Terms and Conditions. The partial or sole use of any rights or powers provided by these Terms and Conditions shall not prevent any additional use of the same rights or powers. The rights, powers and remedies in these Terms and Conditions are additional to the rights of the Parties provided by law.
18 GOVERNING LAW AND JURISDICTION
18.1 These Terms and Conditions shall be governed by and construed in accordance with New Zealand law and the courts of New Zealand will have exclusive jurisdiction in relation to them. Any disputes must be undertaken under New Zealand Law.
19 COMPLAINTS
19.1 In the event of a complaint of any nature the Seller can be contacted using the details below.
20 CONTACT DETAILS
20.1 Seller is Supercooled Limited of Mapua, Nelson, New Zealand, 7005 and can be contacted at info@plrsafety.co.nz. In circumstances where the Buyer is required to contact the Seller in writing, they can email them at info@plrsafety.co.nz
21 ADDITIONAL TERMS
21.1 Supercooled Limited offers a personal safety solution for mobile phones and smart watches. The software uses standard text services and depending on the plans and services additional data rates may apply to the user, please check with your mobile plan provider. When the HELP function is triggered, if there is no cellular service the request for HELP will remain in pending until such time as a network connection is obtained.
22 INTELLECTUAL PROPERTY
22.1 You acknowledge that Supercooled Limited retain all property right to PLR, the services, name and other identifying marks and interface and any other intellectual property rights including all upgrades, updates, modifications and enhancements with limitation.
22.2 You agree that you will not use, reproduce, register, any identifying PLR images or wording either in whole or in part. You agree not to decompile, reverse engineer, disassemble, convert to human readable format or any other means to obtain the source code of any software related to or owned by Supercooled Limited.
22.3 Supercooled Limited reserves the right to investigate and prosecute with or without the services of local authorities where breaches are identified.
23 GENERAL
23.1 By agreeing to this terms and conditions you will be invoiced in line with your subscription, either monthly, 6 monthly or 1 yearly on the anniversary of the original payment. Any increase in fees will be through prior notification through the PLR website, by email or notifications through the PLR App.
24 you believe Supercooled has infringed upon your copyrighted work or Intellectual Property please inform Supercooled Limited with a description of the work, who the copyright belongs to, where the service is available and contact details. The copyrighted information will be removed immediately without prejudice until the copyright ownership has been validated. Submit to PO Box 5 Mapua 7048, New Zealand or info@plrsafety.co.nz.
CANCELLATION FORM
To:
Supercooled Limited
11 Toru Street Mapua, Nelson, New Zealand, 7005
[I/We]* hereby give notice that [I/We]* cancel [my/our]* contract [for the sale of the following goods/for
the supply of the following service(s)]*
[Ordered on/received on]* (date):……………………………………………………………..
Name of consumer(s): …………………………………………………………………………
Address of consumer(s): ………………………………………………………………………
Signature of consumer(s) (only if this form is notified on paper):
…………………………………….…………………………………….………………………
Date:……………………………………………………………………………………………
*Consumer to delete as applicable
