Terms & Conditions
Please read these Terms & Conditions carefully as they contain important information regarding your rights and obligations your dealings with Stockme Australia Pty Ltd (ACN 620 206 297). These Terms & Conditions apply to all Suppliers and Customers of Stockme Australia Pty Ltd (ACN 620 206 297).
1. Definitions, Interpretation & General Terms
1.1 In these Terms:
Customer means the person, firm or organisation entering into, or that has entered into, a contract, transaction or arrangement to purchase or receive Goods or make use of the Website.
Goods means the goods offered by a Supplier to a Customer through the Website.
GST has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended.
Loss means any cost, damage, loss, expense or liability whatever incurred or suffered by, or brought or made or recovered against, the person and however arising including legal costs on a full indemnity basis.
Orders means the order or orders made for Goods through the Website or such other means accepted by Stockme.
Privacy Act means the Privacy Act 1988 (Cth) as amended.
Stockme means STOCKME AUSTRALIA PTY LTD (ACN 620 206 297) and includes its successors and permitted assigns.
Supplier means the person, firm or organisation entering into, or that has entered into, a contract, transaction or arrangement to supply the Goods or make use of the Website.
Terms means the terms and conditions set out in these standard terms and conditions, including such other terms agreed by Stockme and a Supplier or Customer in writing.
Website means the www.stockme.com.au or any other web service, software including any phone applications or media managed by Stockme.
1.2 Interpretation & General Terms
If there is more than one Customer or Supplier, these Terms bind them jointly and each of them severally.
Nothing in these Terms constitutes a relationship of employer and employee, partnership, principal and agent, or joint venture between the parties.
The whole or any part of any clause of these Terms that is illegal or unenforceable will be severed from these Terms and will not affect the continued operation of the remaining provisions of these Terms.
The failure of a party at any time to insist on performance of any obligation under these Terms is not a waiver of its right to insist on performance of that obligation or to claim damages unless that party acknowledges in writing that the failure is a waiver.
The headings in these Terms are included for convenience only and shall not affect their interpretation.
Stockme accepts no responsibility for changes in any law which may affect the Goods or the use of the Website.
These Terms and any document expressly referred to in them constitute the whole agreement between the parties and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between the parties relating to the subject matter of any contract.
A Supplier or Customer may not transfer any of its rights or obligations under these Terms without prior written consent of Stockme. Stockme may transfer any of its rights or obligations under these Terms without prior written consent.
By using the Website or supplying or accepting the Goods, Suppliers and Customers acknowledge and agree that they have read and understood the Terms and agree to be bound by the Terms. A Supplier or Customer should not supply or accept the Goods or make use of the Website if they do not agree to the Terms.
The provisions of these Terms which by their nature survive termination or expiry of these Terms will survive termination or expiry of these Terms.
No waiver, delay or failure by Stockme to take any action shall constitute or be construed as a waiver of that or any other term, condition, option, privilege or right Stockme may have.
2. The Stockme Website
2.1 Stockme is a website for the wholesale food and beverage trade, aggregating portfolios from food and beverage suppliers (the Suppliers) for restaurants, pubs and other food retailers (the Customers). The Website provides the platform through which Customers can efficiently, conveniently and directly connect with a large range of wholesale Supplier and their Goods.
2.2 When Customers place an Order on the Website, they are placing an order with the Supplier of the Goods, and not Stockme. When Suppliers receive an Order of Goods, they are receiving an Order from a Customer and not Stockme.
2.3 Stockme, itself, does not sell any Goods on the Website.
2.4 Suppliers on the Website are located in Australia and are subject to Australian laws and regulations.
2.5 Customers should read the terms and conditions on which each Supplier makes their Goods available for purchase.
3. Supplying Goods
The Supplier acknowledges and agrees that when a Supplier makes Goods available for purchase through the Website, they are making an offer to supply the Goods for the price displayed on the Website, and confirmed with the Customer (including any applicable delivery charges, and any additional surcharges and taxes) at the time the Order is placed.
When a Supplier wishes to change the price displayed on the Website for the Goods, they may either:
A) log into their account on the Website and change the price as directed; or
B) notify Stockme in writing of the details of the new price for the relevant Goods (New Price). Stockme will then as soon as reasonably practicable change the price displayed on the Website for the Goods, and will immediately notify the Supplier once the same has been done.
The Supplier acknowledges and agrees that the New Price will only apply to Orders made once the new price is displayed on the Website.
Once an Order from a Customer is placed on the Website, Stockme will place the Order on the Customer’s behalf with the relevant Supplier, via email or such any other means reasonably determined by Stockme.
A Supplier may either:
A) accept and provide an invoice for the Order to Stockme; or
B) decline the Order upon immediate notice to Stockme if there are reasonable grounds for doing so, for example, the Goods are no longer available or there is an error in the price or the description of the Goods on the Website.
The Supplier agrees that when an Order is made to purchase their Goods, the Customer will pay the purchase price (including any applicable delivery charges, and any additional surcharges and taxes) direct to Stockme in accordance with the terms of the Website.
On the second Monday after the Order has been placed (or the following Tuesday in the event of a public holiday), or such other day as agreed between the parties, Stockme will provide a payment remittance to the Supplier and pay direct to the Supplier the purchase price for the Goods (including any applicable delivery charges, and any additional surcharges and taxes), less a commission, via electronic funds transfer or such other means as agreed between the parties.
The Supplier acknowledges and agrees that the commission charged by Stockme can be changed at any time upon reasonable notice to the Supplier.
4. Purchasing Goods
The Customer acknowledges and agrees that when they place an Order from a Supplier through the Website, they are placing an Order for the price displayed on the Website for the Goods, and confirmed with the Supplier (including any applicable delivery charges, and any additional surcharges and taxes) at the time the Order is placed.
Once an Order is placed on the Website, Stockme will provide an invoice to the Customer as soon as reasonably practicable, via email or such any other means reasonably determined by Stockme.
The Customer must provide information required by the Website to make an Order and this information must be correct before the Order is placed. Once an Order is submitted it may not be changed or cancelled. Stockme is not liable for any Loss suffered by a Customer as a result of the Customer incorrectly providing information at the time an Order is placed.
The Customer consents to Stockme placing the Order on the Customer’s behalf with the relevant Supplier as soon as reasonably practicable after the Order is placed.
The Customer acknowledges that a Supplier may decline an Order placed by the Customer where there are reasonable grounds for doing so, for example, the Goods are no longer available or if there is an error in the price or the description of the Goods on the Website. In this event, the Customer will be notified as soon as reasonably practicable and the Refunds clause in these Terms will apply.
The Customer must pay the full purchase price of the Goods (including any applicable delivery charges, and any additional surcharges and taxes) direct to Stockme at the time an Order is placed, in accordance with the terms of the Website.
Stockme does not currently charge a surcharge for payments made by Visa Card or Master Card or American Express Card. Stockme may apply a surcharge to such payments at a rate or rates determined by Stockme upon notice to the Customer or Supplier on the Website.
5.1 Prior to Stockme providing a payment remittance and paying the purchase price of an Order to the Supplier in accordance with clause 3.3.2, Stockme may refund an Order that is not delivered on time or is not up to a merchantable standard, if notified by a Customer to Stockme in writing of the same.
6.1 Stockme may amend or vary the material on the Website, or the Goods and prices described on it, at any time without notice to a Supplier or Customer.
6.2 Specials listed on the Website are subject to change.
6.3 Suppliers and Customers acknowledge that Stockme is not a party to, and has no contractual obligations under any contract that may arise for the purchase of any Goods from Suppliers. Rather, any such contract will only be between the Supplier and the Customer.
6.4 To the maximum extent permitted by law, Stockme is not liable for any Loss or claims that a Customer may suffer or incur in relation to the Goods purchased from Suppliers through the Website, or the delivery of the Goods purchases, except to the extent such losses or claims arise from Stockme’s breach of these Terms.
6.5 Once Stockme provides a payment remittance and pays the purchase price of an Order to the Supplier in accordance with clause 3.3.2, any Loss or harm suffered thereafter is between the Supplier and Customer direct and Stockme is not liable for, and Suppliers and Customers expressly release Stockme against, any Loss or harm suffered thereafter.
6.6 Suppliers and Customers acknowledge that Stockme is not responsible or liable for the delivery of any of the Goods or the timing of delivery of the Goods or the means in which the Goods are delivered and any Loss or harm suffered thereof.
6.7 To the extent permitted by law, Stockme is not liable for, and Suppliers and Customers expressly agree to release Stockme against, any Loss or harm suffered by them resulting indirectly or directly from the consumption of the Goods.
6.8 The pictures and other images used in the Website are indicative only and may not be a true representation of the Goods or an actual photo of the Goods.
6.9 Stockme provides Suppliers and Customers with access to the Website and Service on the basis that, to the maximum extent permitted by law, including the Australian Consumer Law, Stockme excludes all representations, warranties, conditions, undertakings and other terms in relation to the Website (including any representations, warranties, conditions, undertakings and other terms which might otherwise apply to the Website or Service, or be otherwise implied or incorporated into these Terms, by statute, common law or otherwise).
7. Registration and Content
7.1 Suppliers and Customers are required to register to use the Website.
7.2 When a Supplier or Customer registers, they must create a username and password, which must be kept private, and not disclosed to any other person. If a password is forgotten, a request can be made to Stockme that a reminder email containing the password be sent to a registered email address.
7.3 A Supplier or Customer can cancel their registration at any time by notifying Stockme at firstname.lastname@example.org and providing their user name.
7.4 Stockme reserves all rights to suspend or cancel a Customer or Supplier’s registration, either temporarily or permanently in its sole discretion.
7.5 A Supplier or Customer is only permitted to supply or purchase Goods from Suppliers through the Website if they are registered to use the Website and are an authorised representative of the Customer.
7.6 In using the Website, a Supplier or Customer must not:
provide inaccurate or incomplete information;
infringe the intellectual property or other rights of another person;
use language that is defamatory, offensive, abusive, pornographic, profane or otherwise unlawful, including material that racially or religiously vilifies, incites violence or hatred, or is likely to insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation or any physical or mental disability;
carry out unlawful conduct;
create a privacy or security risk to any person, including by soliciting personal information from any person;
solicit money from any person;
be false, misleading or deceptive;
provide financial, legal, medical or other professional advice;
harm, abuse, harass, stalk, threaten or otherwise offend;
do anything that would reflect negatively on Stockme, including Stockme’s goodwill, name and reputation;
tamper with, hinder the operation of, or make unauthorised modifications to the Website;
use any automated system or software to extract data from this Website for commercial purposes (otherwise known as “screen scraping”);
collect or store data about other users of the Website;
engage in any other conduct that inhibits any other person from using or enjoying the Website;
distribute viruses, spyware, corrupted files, or any other similar software or programs that may damage the operation of any computer hardware or software;
breach any applicable laws; or
otherwise result in civil or criminal liability to them, Stockme or any third party
7.7 Suppliers and Customers agree to indemnify and hold Stockme (including any of its directors, officers, employees and contractors) harmless from:
any claim made by any third party; and
any loss or damage that Stockme may suffer,
arising (directly or otherwise) out of a breach of the restrictions in this clause.
8. Affiliation Program
8.1 The Affiliation program may be offered by Stockme to Customers and Suppliers to receive rebates, discounts and/or special offers (Affiliate).
8.2 Upon application and acceptance for recognition as an Affiliate, Stockme will provide notice to the Affiliate of the particular rebates, discounts and/or special offers they will be offered (Affiliation Program).
8.3 Stockme may cancel or vary the terms of the Affiliation Program at any time.
9. Intellectual Property and Licence
9.1 Unless otherwise stated, all of the content of the Website, including (but not limited to) all text, software, scripts, flash files, java script, graphics, photos, sounds, music, videos, features, software, and all trademarks, service marks and logos contained in the Website and all other intellectual property material or rights in the Website (Intellectual Property) are owned by Stockme or its licensors.
9.2 The Intellectual Property made or conceived, whether alone or with others, in the course of or arising out of these Terms will become the sole and exclusive property of Stockme and Stockme (or its licensors) retains all right, title, and interest in and to the Website, and nothing a Supplier or Customer does on or in relation to the Website will transfer any rights or title to the Intellectual Property rights to a Supplier or Customer.
9.4 A Supplier of Customer may use the Website for their own personal and non-commercial use and must not:
misuse the Website (including by hacking or "scraping");
copy, reproduce, modify or distribute the Intellectual Property without Stockme’s prior written consent; or
use any part of the Website or Intellectual Property for commercial purposes without Stockme’s prior written consent.
9.5 Except as stated in this clause, the Website may not be used, and no part may be reproduced or stored in any other Website or included in any public or private electronic retrieval system or service, without Stockme’s prior written consent.
9.6 The use of any part of the Website or Intellectual Property other than in accordance with these Terms is a breach of these Terms.
9.7 Stockme reserves all rights not expressly granted in and to the Website and the Intellectual Property.
10. Linking to this Website
10.1 Stockme encourages Suppliers and Customers to provide links to the Website to third parties and is authorized to use the name “stockme.com.au” in the text of any such link, but may not use the Stockme logo or any other trademarks without prior written consent of Stockme.
10.2 A Supplier and Customer must not frame this Website, or represent or imply that any part of the Website belongs to anyone other than Stockme.
10.3 If Stockme notifies a Supplier or Customer that Stockme objects to the manner in which links to this Website are provided to third parties, they must immediately cease providing such links on notice of the same.
11. Information provided by Suppliers and other Website users
11.1 Much of the information on this Website is provided by Suppliers, including most of the information relating to the Goods that may be purchased from those Suppliers. While Stockme believe that Suppliers are reliable sources of this information, Stockme cannot be responsible for such information. Information relating to the Goods, as well as to the Suppliers themselves, is also provided by users of the Website and Customers of the products in the form of reviews and feedback.
11.2 To the maximum extent permitted by law, Stockme are not responsible or liable for any losses or claims that a Supplier or Customer may suffer or incur in relation to:
information or content posted or provided by Suppliers, or by other Website users and/or Customers;
the actions or inactions of Suppliers, other Website users and/or Customers; or
the purchase of a Suppliers’ listed products.
11.3 Suppliers and Customers acknowledge and agree that Stockme have no control over and do not guarantee the quality, safety or legality of products advertised, the truth or accuracy of Suppliers’ content or listings, the ability of Suppliers’ to sell the Goods, or that a Supplier will actually complete a transaction.
12. Warranties and liability
12.1 All express or implied guarantees, warranties, representations, statements, terms and conditions relating to these Terms and the Website that are not contained in these Terms, are excluded to the maximum extent permitted by law.
12.2 In particular, and without limiting Clause 12.1:
while Stockme endeavours to provide a convenient and functional Website, Stockme do not guarantee that the use of the Website will be uninterrupted, error free or that Website is free of viruses or other harmful components;
Stockme cannot be responsible for any loss, corruption or interception of data sent to or from the Website which occurs outside of Stockme’s computer systems (such as those which occur while being sent over the internet);
Stockme recommend installing and using up-to-date anti-virus, anti-spyware and firewall software.
12.3 Nothing in these Terms excludes, restricts or modifies any guarantee, term, condition, warranty, or any right or remedy, implied or imposed by any legislation which cannot lawfully be excluded or limited, including the Australian Consumer Law which contains guarantees that protect the Customers of goods and services in certain circumstances.
in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or
in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.
12.5 Subject to paragraphs 12.4.1 and 12.4.2 and Stockme’s obligations under the Non-Excludable Provisions, and to the maximum extent permitted by law, Stockme’s maximum aggregate liability for all claims under or relating to these Terms or the Website whether in contract, tort (including negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term or on any other basis, is limited to AUD$100 or any higher price paid in respect of the relevant Goods purchased.
12.6 Subject to Stockme’s obligations under the Non-Excludable Provisions, and to the maximum extent permitted by law, Stockme are not liable for, and no measure of damages will, under any circumstances, include:
special, indirect, consequential, incidental or punitive damages; or
damages for loss of profits, revenue, goodwill, anticipated savings or loss or corruption of data, whether in contract, tort (including negligence), in equity, under statute or on any other basis, whether or not such loss or damage was foreseeable and even if advised of the possibility of the loss or damage.
12.7 Stockme’s liability is diminished to the extent that a Supplier’s or Customer’s acts or omissions (or those of a third party) contribute to or cause the loss or liability.
12.8 To the maximum extent permitted by law, Stockme is not liable for, and is expressly released against any Loss arising in contract, tort (including negligence), breach of statutory duty, or otherwise arising under or in connection with the Website or services provided under the Website (including the use, inability to use or the results of use of the Website) for:
any loss of profits, sales, business, or revenue;
loss or corruption of data, information or software;
loss of data;
malfunctions to the Website;
distributed denial of services attack, a denial of service attack, viruses, Trojan horses, worms, malware, logic bombs, harmful components, corrupted date, any other malicious software and any other harmful data that may infect computer equipment, computer programs, data, mobile device or other material due to use of the Website or the services or downloading any material posted on the Website or any website linked to it;
loss of business opportunity;
loss of anticipated savings;
loss of goodwill; or
any loss not arising naturally or not arising according to the usual course of things from the relevant breach or acts or omissions.
13.1 Variation of the Website
Stockme may from time to time and without notice, vary, modify or discontinue, temporarily or permanently, any or all of the Website.
13.2 Links and Advertisements
The Website may contain links to other third party websites, and also advertisements which include embedded links. Stockme have not reviewed any of the sites linked to the Website and are not responsible for the content or accuracy of any off-site pages or any other sites linked to the Website. The inclusion of any link or advertisement does not imply that Stockme endorse the linked site or the subject matter of the advertisement.
13.3 Force Majeure
No party will be liable for any failure or delay in performing any of its obligations under these terms if such delay is caused by circumstances beyond that party’s reasonable control.
13.4 Accuracy of content
While every effort has been made to show as accurately as possible the colours of any content forming part of the Website, Stockme cannot guarantee that a computer monitor will display the colour of such content accurately.
13.5 Infringing or objectionable content
If a Supplier or Customer believes the Website contains elements that are objectionable, or infringe copyright or any other rights, please contact Stockme emailing stockme.com.au, and provide particulars of such content and a detailed description of why it is objectionable or infringing.
14.1 These Terms will continue in force until terminated in writing by either party.
14.2 These Terms will terminate immediately if, for any reason, Stockme ceases to operate the Website.
14.3 Stockme may terminate or suspend (at its absolute discretion) a Supplier’s or Customer’s right to use the Website and the service supplied under these Terms immediately by notice in writing (including by email) if Stockme determines in its sole discretion that a Supplier or Customer has breached any of these Terms.
14.4 Upon termination of these Terms:
all monies due to Stockme will immediately become due and payable;
all Intellectual Property must be returned to Stockme.
14.5 Termination of these Terms will not affect any accrued rights or remedies any party may have as at the date of termination.
15.1 No party will be liable for any breach of any provision of any contract between them arising from an act of God, natural disaster, terrorism, war or any other, specified or un-specified, occurrence beyond the control of either party ("Force Majeure Event").
15.2 The supply or purchase of Goods is deemed to be suspended for the period that any Force Majeure Event continues, and Stockme will have an extension of time for performance for the duration of that period.
16. Disputes, Governing Law And Jurisdiction
16.1 If any dispute or claim arising from these Terms, then Suppliers, Customers and Stockme must first attempt to resolve the dispute or claim by mutual agreement. In the event that the parties not able to come to an agreement, the matter must then be heard before a mutually acceptable mediator based in Adelaide, South Australia before any legal proceedings are issued. If the parties cannot agree on a mediator then the mediator will be appointed, at the request of either party, by the president for the time being of the Law Society of South Australia. The costs or expenses of the mediation will be shared equally between the parties.
16.2 These Terms shall be governed by and construed in accordance with the law of South Australia. Disputes or claims arising in connection with these Terms (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of South Australia.
Date of last revision: 10 October 2017
18. Collecting Personal Information
18.1 Stockme may collect the following types of personal information:
mailing or street address;
telephone number and other contact details;
age or date of birth;
credit card information;
Your device ID, device type, geo-location information, computer and connection information, statistics on page views, traffic to and from the sites, ad data, IP address and standard web log information;
details of the products and services Stockme has provided to You or that You have enquired about, including any additional information necessary to deliver those products and services and respond to Your enquiries;
any additional information relating to You that You provide to Stockme directly through the Website or indirectly through Your use of the Website or through other websites or accounts from which You permit Stockme to collect information;
information You provide to Stockme through customer surveys; or
any other personal information that may be required in order to facilitate Your dealings with Stockme.
18.2 Stockme may collect these types of personal information either directly from You, or from third parties. Stockme may collect this information when You:
register on the Website; or
communicate with Stockme through correspondence, chats, email, or when You share information with Stockme from other social applications, services or websites.
19. Use of Personal Information
19.1 Stockme may collect, hold, use and disclose Your personal information for the following purposes:
to enable You to access and use the Website;
to operate, protect, improve and optimise the Website, the Stockme business and Stockme’s users’ experience, such as to perform analytics, conduct research and for advertising and marketing;
to send You service, support and administrative messages, reminders, technical notices, updates, security alerts, and information requested by You;
to send You marketing and promotional messages and other information that may be of interest to You, including information sent by, or on behalf of, Stockme business partners that Stockme think You may find interesting;
to administer rewards, surveys, contests, or other promotional activities or events sponsored or managed by Stockme or Stockme’s business partners;
to comply with Stockme’s legal obligations, resolve any disputes that Stockme may have with any of Stockme’s users, and enforce Stockme’s agreements with third parties.
19.2 Stockme may also disclose Your personal information to a trusted third party who also holds other information about You. This third party may combine that information in order to enable it and Stockme to develop anonymised consumer insights so that Stockme can better understand Your preferences and interests, personalise Your experience and enhance the products and services that You receive.
19.3 Stockme and/or Stockme’s business partners may send You direct marketing communications and information about Stockme’s services and products. This may take the form of emails, SMS, mail or other forms of communication. You may opt-out of receiving marketing materials from Stockme by contacting Stockme.
20. Disclosure of Personal Information
Stockme employees and related bodies corporate;
third party suppliers and service providers (including providers for the operation of Stockme Websites or Stockme’s business or in connection with providing Stockme’s products and services to You);
contractors or drivers;
professional advisers, dealers and agents;
payment systems operators (e.g. merchants receiving card payments);
existing or potential agents, business partners or partners;
sponsors or promoters of any competition;
anyone to whom Stockme’s assets or businesses (or any part of them) are transferred;
specific third parties authorised by You to receive information held by Stockme; or
other persons, including government agencies, regulatory bodies and law enforcement agencies, or as required, authorised or permitted by law.
21. Using the Website and cookies
21.1 Stockme may collect personal information about You when You use and access the Website.
21.2 While Stockme do not use browsing information to identify You personally, Stockme may record certain information about Your use of the Website, such as which pages You visit, the time and date of Your visit and the internet protocol address assigned to Your device.
21.3 Stockme may also use 'cookies' or other similar tracking technologies on the Website that help Stockme track Your website usage and remember Your preferences. Cookies are small files that store information on Your computer, TV, mobile phone or other device. They enable the entity that put the cookie on Your device to recognise You across different websites, services, devices and/or browsing sessions. You can disable cookies through Your internet browser but the Website may not work as intended for You if You do so.
22.1 Stockme may hold your personal information in either electronic or hard copy form.
22.2 Stockme takes reasonable steps to protect Your personal information from misuse, interference and loss, as well as unauthorised access, modification or disclosure. However, Stockme cannot guarantee the security of Your personal information.
23. Accessing or correcting your personal information
23.1 You can access the personal information Stockme holds about You by contacting Stockme using the information below. Sometimes, Stockme may not be able to provide You with access to all of Your personal information and, where this is the case, Stockme will tell You why. Stockme may also need to verify Your identity when You request Your personal information.
23.2 If You think that any personal information Stockme holds about You is inaccurate, please contact Stockme and Stockme will take reasonable steps to ensure that it is corrected.
24. Making a complaint
If You think Stockme has breached the Privacy Act, or You wish to make a complaint about the way Stockme has handled Your personal information, You can contact Stockme using the details set out. Please include Your name, email address and telephone number and clearly describe Your complaint. Stockme will respond to You regarding Your complaint within a reasonable period of time.