Gearshifter Website terms and conditions for sellers

Terms and Conditions applicable to a seller of Products using Gearshifter Buy Sell Trade Pty Ltd (ACN 640 595 599) (“Gearshifter”).

These terms and conditions are the contract between you and Gearshifter (“us”, “we”, etc). By visiting or using Our Website, you agree to be bound by them. Our buyers may also impose additional terms and conditions to which your contract with them will be subject.

Gearshifter is a trade name of Gearshifter Buy Sell Trade Pty Ltd, ACN 640 595 599 incorporated in Australia, whose registered office is at Treyvaud Sheard Partners Pty Ltd 5 Station Street, Mooroolbark VIC 3138.

Under 18 years? Sorry, but we deal only with people who are legally able to enter into a binding contract. Please ask someone over 18 to sell a Product on your behalf.

If you use Our Website, you do so in accordance with these terms. If you are unable to accept these terms, your only remedy is to leave Our Website and stop using the

Services.

1. Definitions

“Content” means the textual, visual or audio content that is
encountered as part of your experience on Our Website. It
may include, among other things: text, images, sounds,
videos and animations. It includes content such as
advertising material, and all other product or service related
material Posted by you.

“Our Website” means any website of ours, and includes all web pages
controlled by us.

“Post” means place on or into Our Website any Content or
material of any sort by any means.

“Product”

“Buyer”
means any item offered for sale by you on Our Website,
whether physical goods or downloads.
means a person who accepts to buy a Product for sale on Our Website.

“Service”

“Customer”

means all of the services available from Our Website,
whether free or charged.

Means a buyer of a Product for sale on Our Website
providing consideration for that Product as agreed between
the seller and buyer.

2. Our contract

.1. The relationship between us is solely that:
.1.1 We provide for you a free Internet market place to negotiate
with Buyers at an arm’s length.
.1.2 we are not partners or joint venturers.
.2. If you place a Product for sale on Our Website, you do so subject to
these terms.
.3. When you place a Product on Our Website, you will be bound to
provide all the information required by the Competition and Consumer
Act 2010.
.4. Although we are not a party to your contract with a buyer introduced to
you via Our Website, we may remove your Products from offer if a
customer or Our Website visitor has a valid complaint against you.
.5. We may change this agreement in any way at any time. The version
applicable to your contract is the version which was Posted on Our
Website at the time that the contract was made.
.6. Subject to this agreement and to the procedures set out on Our
Website, you may enter a Product for sale through Our Website.

3. Your account and personal information

3.1 When you visit Our Website, you accept responsibility for any action done by any person in your name or under your account or password. You
should take all necessary steps to ensure that the password is kept
confidential and secure and should inform us immediately if you have any
reason to believe that your password has become known to anyone else,
or if the password is being, or is likely to be, used in an unauthorised
manner.
3.2 You agree that you have provided accurate, up to date, and complete
information about yourself. We are not responsible for any error made as a
result of such information being inaccurate.
3.3 You agree to notify us of any changes in your information immediately it
occurs. If you do not do so, we may terminate your account.

4. Your Product placement

You agree that you will:

4.1 not place any Product for sale which is not of merchantable quality or
which requires for its setup or use a level of technical expertise which is not
fully explained to a customer before purchase.
4.2 immediately remove from sale on Our Website any Product which for any
reason, you are unable to supply.
4.3 not re-place any Product we remove from offer for sale.

5. Security of your Credit / Debit Card Details

We take care to make Our Website safe for you to use.

5.1 Card payments are not always processed through pages controlled by
us. We may use one or more online payment service providers who will
encrypt your card or bank account details in a secure environment.

6. Delivery

6.1 Deliveries of hard copy and physical Products will be made from your
premises, by post or by a carrier instructed by you subject to the contract
between you and your customer.
6.2 You will notify both the customer and https://gearshifter.com.au by email on
the date of sending, that the Product has been despatched and of the
expected delivery date.
6.3 If at any time, any customer notifies you of non-delivery within the time
scale offered by you on Our Website, you will investigate immediately and
tell the customer that you are doing so, what you are doing, and when you
expect to be able to deliver the Product.
6.4 In the absence of information to the contrary, you agree to despatch a
Product within three (3) days of notification of order by us, by a method
likely to reach the buyer within a further seven days, or as otherwise
agreed between you and the customer.
6.5 If it is apparent that a customer has not received a Product within fifteen
(15) days of the expected delivery date, you will refund money paid,
including any delivery charge. This is a condition of your contract with us
because our reputation, as well as yours, is at stake in those
circumstances.
6.6 If you and the customer agree that the Product will be available by “pick up only” this must be specified and agreed between you and the customer
beforehand, or agreed to in writing and if different from an original
agreement by you to deliver the item. In these circumstances, you must
refund the customer any delivery fees charged by you.

7. Products returned

You agree that you will at all times:

7.1 reply promptly and in any event within forty-eight (48) hours to any
customer message or other correspondence;
7.2 comply with the law relating to all aspects of the contract between you and your customer, relating in particular to your obligations to provide full
information and accept cancellation and returns. However, you may also
offer more favourable terms to your customers as per your own returns and
refunds policy set out on your website or otherwise in your terms and
conditions.
7.3 when you have an obligation to return money to a customer for any reason,
you will do so immediately in accordance with the law;
7.4 in the event that a Product ordered is not available, you will immediately tell
your customer and refund any money paid;
7.5 comply with the Gearshifter procedures relating to satisfaction of an order,
Products returned and payment, as set out on Our Website from time to
time.
7.6 provide information to us in respect of any claim for non-delivery and any
dispute as to payment, so as to enable us to identify the possibility of fraud.

8. The selling procedure

8.1 Gearshifter is not responsible for the fulfilment of your contract to sell a
Product.
8.2 You agree that a contract to sell a Product offered by you is a firm and
binding contract as soon as your customer’s payment has been accepted
by our payment service provider.
8.3 Subject to discounts and promotions, Products are offered for sale at a
fixed price. GST may be due and will be either included in the price or
shown separately. If not shown, it will not be charged.
8.4 All Products may be subject to a delivery charge which will be shown at the pay point. The delivery charge will be fixed by you for each item offered for sale. It may be changed at your discretion. Once you have sold a Product, the delivery charge offered by you at the time of purchase cannot be increased.
8.5 Products will be offered for sale and sales made, subject to the terms and
conditions applicable to buyers. You accept and endorse these terms and
agree to comply in all respects with the corresponding obligations of a
seller. You may view the buyer’s conditions on Our Website at any time.
8.6 You agree to provide an adequate stock of any Product placed by you for
sale through Our Website and to tell us, through your control panel, if at
any time your supply is exhausted.

9. Goods and services tax

9.1 Gearshifter has the right to demand information about your business so far as it may affect your GST registration, at any time, from you or from a
governmental authority.

10. Payments

10.1 You sell your Product via our Website at the price you place on it,
subject to these terms and also the requirements we set out on Our
Website from time to time.

11. Advertising your Product

If you accept our offer to advertise market or promote your Product, the
following conditions apply.

11.1 We may use the services of a specialist Internet marketing business
associated with Gearshifter.
11.2 Without prior consent of the other; neither we nor you will contract with
any other person or company for specialist services. Here your obligation is
limited to the extent of the price charged and due to us.
11.3 The price charged to you will include all payments we make to others.
11.4 The cost of work ordered by you is payable in full, in advance. If you so
request us, by indication on Our Website, we will deduct the cost from your
account.
11.5 We give no guarantee as to the success of any advertising placed.
11.6 We shall receive no secret commission on advertising services. But
note that the service supplier is associated with us.

12. Your Product warranties

12.1 You warrant that any Product you place on Our Website for sale:
12.1.1 is not: illegal, obscene, abusive, threatening, defamatory, invasive of
privacy, infringing of intellectual property rights, or otherwise
injurious to any third party;
12.1.2 does not offend against the law of any country whose citizens might
purchase it;
12.1.3 is not intended primarily to advertise any business, except your
business.
12.2 You warrant that you own the copyright of any Content you place on
Our Website for sale, or that you have the permission of the copyright
owner:
12.2.1 to enter or upload that Content;
12.2.2 to receive the net proceeds of such sales as arise.

13. How we handle your Content

11.1 Our privacy policy is strong and precise. It complies fully with current
privacy law which can be found on our website.
11.2 If you Post Content to any public area of Our Website it becomes
available in the public domain. We have no control over who sees it or
what anyone does with it.
11.3 Even if access to your text is behind a user registration it remains
effectively in the public domain because someone has only to register
and log in, to access it. You should therefore avoid Posting
unnecessary confidential information.
11.4 We need the freedom to be able to publicise our Services and your own
use of them. You therefore now irrevocably grant us the right and
licence to edit, copy, publish, distribute, translate and otherwise use
any Content that you place on Our Website, in public domains and in
any medium. You represent and warrant that you are authorised to
grant all such rights.
11.5 We will use that licence only for commercial purposes of the business
of Our Website and will stop using it after a commercially reasonable
period of time.
11.6 We may be required under legal compulsion to provide any Content
that you place on our website to a relevant authority.
11.7 You agree to any act or omission which may otherwise infringe your
right to be identified as the author and your right to object to derogatory
treatment of your work as provided in the Copyright Act 1968.
11.8 You now irrevocably authorise us to publish feedback, comments and
ratings about your activity through Our Website, even though it may be
defamatory or critical.
11.9 Posting content of any sort does not change your ownership of the
copyright in it if it belongs to another person originally. With respect to
such content, we have no claim over it and we will not protect your
rights for you.
11.10 You understand that you are personally responsible for your breach of
someone else’s intellectual property rights, defamation, or any law,
which may occur as a result of any Content having been Posted by you.
11.11 You accept all risk and responsibility for determining whether any
Content is in the public domain and not confidential.
11.12 Please notify us of any security breach or unauthorised use of your
account.
11.13 We do not solicit ideas or text for improvement of our Service, but if you
do send to us material of any sort, you are deemed to have granted us
a licence to use it in the terms set out at sub paragraph 11.4 above.

14. Restrictions on what you may Post to Our Website

We invite you to Post Content to Our Website in several ways and for different purposes. We have to regulate your use of Our Website to protect our business and our staff, to protect other users of Our Website and to comply with the law. These provisions apply to all users of Our Website.
We do not undertake to moderate or check every item Posted, but we do
protect our business vigorously. If we believe Content Posted breaches the
law, we shall co-operate fully with the law enforcement authorities in whatever ways we can.

You agree that you will not use or allow anyone else to use Our Website to
Post Content or undertake any activity which is or may:

12.1 be unlawful, or tend to incite another person to commit a crime;
12.2 consist in commercial audio, video or music files;
12.3 be obscene, offensive, threatening, violent, malicious or defamatory;
12.4 be sexually explicit or pornographic;
12.5 be likely to deceive any person or be used to impersonate any person,
or to misrepresent your identity, age or affiliation with any person;
12.6 use a Posting to solicit responses unconnected with the purpose of Our
Website or the terms proposed by this agreement;
12.7 request or collect passwords or other personal information from another
user without his permission, nor Post any unnecessary personal
information about yourself;
12.8 be used to sell any goods or services or for any other commercial use
not intended by us, for yourself or for any other person. Examples are:
sending private messages with a commercial purpose, or collecting
information with the intention of passing it to a third party for his
commercial use;
12.9 include anything other than words (i.e. you will not include any symbols
or photographs) except for a photograph of yourself in your profile in
such place as we designate;
12.10 facilitate the provision of unauthorised copies of another person’s
copyright work;
12.11 link to any of the material specified in this paragraph;
12.12 use distribution lists that include people who have not given specific
permission to be included in such distribution process;
12.13 send age-inappropriate communications or Content to anyone under
the age of 18.

15. Your Posting: restricted content

In connection with the restrictions set out below, we may refuse or edit or
remove a Posting which does not comply with these terms.
In addition to the restrictions set out above, a Posting must not contain:
15.1 hyperlinks, other than those specifically authorised by us, as explained
on Our Website.
15.2 keywords or words repeated, which are irrelevant to the Content
Posted.
15.3 the name, logo or trademark of any organisation other than yours.
15.4 inaccurate, false, or misleading information.
14. Removal of offensive Content
14. For the avoidance of doubt, this paragraph is addressed to any person who comes on Our Website for any purpose.
14.1 We are under no obligation to monitor or record the activity of any user
of Our Website for any purpose, nor do we assume any responsibility to
monitor or police Internet-related activities. However, we may do so
without notice to you and without giving you a reason.
14.2 If you are offended by any Content, the following procedure applies:
14.2.1 your claim or complaint must be submitted to us in the form
available on Our Website, or contain the same information as
that requested in our form. It must be sent to us by post or email.
14.2.2 we shall remove the offending Content as soon as we are
reasonably able.
14.2.3 after we receive notice of a claim or complaint, we shall
investigate so far as we alone decide.
14.2.4 we may re-instate the Content about which you have complained
or we may not.
14.3 In respect of any complaint made by you or any person on your behalf,
whether using our form of complaint or not, you now irrevocably grant to
us a licence to publish the complaint and all ensuing correspondence
and communication, without limit.
14.4 You now agree that if any complaint is made by you frivolously or
vexatiously you will indemnify us for the cost of our investigation
including legal fees, if any and if we request this.

16. Security of Our Website

If you violate Our Website we may take legal action against you.
You now agree that you will not, and will not allow any other person to:

16.1 modify, copy, or cause damage or unintended effect to any portion of
Our Website, or any software used within it.
16.2 link to Our Website in any way that would cause the appearance or
presentation of Our Website to be different from what would be seen by a
user who accessed Our Website by typing the URL into a standard
browser;
16.3 download any part of Our Website, without our express written consent;
16.4 collect or use any product listings, descriptions, or prices;
16.5 collect or use any information obtained from or about Our Website or
the Content except as intended by this agreement;
16.6 aggregate, copy or duplicate in any manner any of the Content or
information available from Our Website, other than as permitted by this
agreement or as is reasonably necessary for your use of the Services;
16.7 share with a third party any login credentials to Our Website.

17. Copyright and other intellectual property rights

17.1 All content on Our Website, is the property of either us or our affiliates
or suppliers of products for sale. It is all protected by international copyright
laws.
17.2 You may not copy, modify, publish, transmit, create derivative works
from, or in any way exploit any of the content, except as is expressly
permitted in this agreement or with our written consent.
17.3 For the sake of good order you should note that copyright exists in
compilations and graphic images, shapes and styles, as well as in raw text.

18. Interruption to the Gearshifter Service

18.1 We give no warranty that the Service will be satisfactory to you.
18.2 We will do all we can to maintain access to Our Website, but it may be
necessary for us to suspend all or part of our Service for repairs,
maintenance or other good reasons. We may do so without telling you first.
18.3 You acknowledge that our Service may also be interrupted for reasons
beyond our control.
18.4 You agree that we are not liable to you for any loss whether
foreseeable or not, arising as a result of interruption to our Service.

19. Our disclaimers

19.1 We are not responsible for any business loss (including loss of profits,
revenue, contracts, anticipated savings, data, goodwill or wasted
expenditure) or any other indirect or consequential loss whatever.
19.2 We are not liable in any circumstances for damages resulting from loss
of use, loss of data or loss of revenues or profits, whether in an action of
contract, negligence or otherwise, arising out of or in connection with your
use of Our Website.
19.3 The Gearshifter Website and Services are provided “as is”. As to Our
Website and Services, we make no representation or warranty of any kind,
express or implied, including, without limitations, warranties:
19.3.1 as to fitness of Our Website and Service for a particular purpose;
19.3.2 as to availability and accessibility, without interruption, or without
error;
19.3.3 any obligation, liability, or remedy in tort whether or not arising from
our negligence.
19.4 You now expressly release us from any and all claims and liability
known and unknown, arising in any way from a dispute between you and a
buyer.

20. Indemnity

You agree to indemnify us against all loss and expense, including legal fees
and management time related in any way to:

20.1 a claim by any person in respect of any Product;
20.2 protecting the reputation of our business by our making a payment to a
customer of yours in circumstances where you have failed to make that
repayment or otherwise comply with your contract with that customer.
20.3 any cost to us arising from a decision by us to comply as your agent,
with any obligation of yours, whether or not we have your permission,
arising out of any regulation or law, including:
20.3.1 the deletion or amendment of any text or other content you have
placed on Our Website;
20.3.2 any payment we make on an ex gratia basis, arising from a contract
between you and a buyer;
20.4 a claim or assessment or order to pay tax based on any sum paid by
us.
20.5 legal or other fees we incur in defending a claim or the imposition of a
fine or penalty;
20.6 our management time in dealing with any failure or alleged failure by
you to comply with any relevant regulation or law.
20.7 your failure to comply with any law;
20.8 your breach of this agreement;
20.9 any act, neglect or default of yours in connection with this agreement or
your use of the Services;
20.10 a contractual claim arising from your use of the Services and the sale or purchase of a Product.

21. Miscellaneous matters

21.1 You undertake to provide to us your current land address, e-mail
address and telephone number as often as they are changed together with
all information that we may require to enable us to fulfil our obligations
under this contract.
21.2 So far as any time, date or period is mentioned in this agreement, time
shall be of the essence.
21.3 If any term or provision of this agreement is at any time held by any
jurisdiction to be void, invalid or unenforceable, then it shall be treated as
changed or reduced, only to the extent minimally necessary to bring it
within the laws of that jurisdiction and to prevent it from being void and it
shall be binding in that changed or reduced form. Subject to that, each
provision shall be interpreted as severable and shall not in any way affect
any other of these terms.
21.4 If you are in breach of any term of this agreement, we may:
21.4.1 publish all text and Content relating to the claimed breach, including
your name and email address and all correspondence between us
and our respective advisers; and you now irrevocably give your
consent to such publication.
21.4.2 terminate your account and refuse access to Our Website;
21.4.3 remove or edit Content, or cancel any order at our discretion.
21.5 Any obligation in this agreement intended to continue to have effect
after termination or completion shall so continue.
21.6 No failure or delay by us to exercise any right, power or remedy will
operate as a waiver of it nor indicate any intention to reduce that or any
other right in the future.
21.7 You agree that all our electronic communications satisfy any legal
requirement that such communications be in writing.
21.8 Any communication to be served on either of us by the other shall be
delivered by hand or sent by express post or recorded delivery or, if we
provide prior agreement, by e-mail.

It shall be deemed to have been delivered:
if delivered by hand: on the day of delivery;
if sent by post to the correct address: within 72 hours of
posting;
If sent by e-mail to the address from which the receiving party
has last sent e-mail: within 24 hours if no notice of non-receipt
has been received by the sender (subject to our prior
agreement to receive service by email)
21.9 In the event of a dispute between us, then, if we so ask, you undertake
to attempt to settle the dispute by engaging in good faith with us in a
process of mediation before commencing arbitration or litigation.
21.10 So far as the law permits, and unless otherwise stated, this agreement
does not give any right to any third party.
21.11 We shall not be liable for any failure or delay in our performance of this
agreement which is caused by circumstances beyond our reasonable
control, including, but not limited to, any labour dispute, pandemic or
natural disaster.
21.12 In the event of any conflict between any term of this agreement and the
provisions of the constitution of a limited company or any comparable
document intended to regulate any other corporate or collective body, then
the terms of this agreement shall prevail.
21.13 This agreement shall not be governed by the United Nations
Convention on Contracts for the International Sale of Goods, the
application of which is hereby expressly excluded.
21.14 The validity, construction and performance of this agreement shall be
governed by the laws of the State of Victoria and you agree that any
dispute arising from it shall be litigated only in that State.