Terms of Sale

In these terms, ‘we’, ‘us’ or ‘our’ means Sip Ventures Pty Ltd (ABN 24 676 599 483) and its associated products and brands, and ‘Website’ means ymilk.com.au. Sip Ventures is a subsidiary of Asahi Holdings (Australia) Pty Ltd (ABN 48 135 315 767).  

The Website and related products and services are made available to you in accordance with the following terms, including any terms contained within any links set out below and any other terms posted on our Website (collectively, the 'Terms of Sale').  You should read the Terms of Sale carefully before placing any orders on our Website.

As a condition of using this Website, you agree to comply with and be subject to the Terms of Sale. Definitions provided in our Terms of Use will have the same meaning in this Terms of Sale.

 

YOUR DETAILS

When using the Website, including the placement of any order with us, you confirm that the details that you have provided are true and correct. We are committed to protecting your privacy and personal information. Please see our Privacy Policy for further details about our practices relating to the collection, use, disclosure and storage of your personal information.

When you register an account, you will be required to provide information about yourself that is true, accurate, current, and complete in all respects.

We may keep a record of any information you provide, and all other information relating to orders and deliveries 

 

ORDERS

Placing an order

You may place an order by completing the order form on the Website and clicking the "Pay now" button. Orders are subject to the availability of products requested in the order.

All orders are subject to acceptance and availability, and items in your shopping basket are not reserved and may be purchased by other customers until your purchase is confirmed.

Acceptance of Orders

Once your order has been placed, you will receive an invoice showing the details of your order.  This is not an acceptance of your order, but is a confirmation that we have received it.  Acceptance of your order will be completed when the products have been dispatched.

Each order (once accepted by us in terms of the Terms of Sale) represents a separate agreement between the parties (and each separate order placed by you on, or via, the Website will be subject to the Terms of Sale).

We reserve the right not to accept your order in the event that we are unable to obtain authorisation for payment, that shipping restrictions may apply to the product, that the product ordered is out of stock or does not satisfy our quality control standards and is withdrawn, or that you do not meet the eligibility criteria set out within the Terms of Sale. If this is the case we will notify you by email.

We accept no responsibility for orders that are declined, misplaced, not received or not accepted due to disruptions caused to internet connections or computer systems.

 

Pricing

All prices listed on the Website are in Australian Dollars, include GST (unless otherwise specified) and do not include delivery costs.

All prices displayed on the Website are subject to change without notice. Prices for items in an order are fixed once your order has been confirmed. Subsequent price changes either up or down will not be retroactively applied to confirmed orders.

Promotional discount codes may be given at our sole discretion on terms and conditions notified at the time of the relevant promotional offer or discount.

If a discount code is entered at the checkout, it has the effect of applying a discount solely across the cost of the products. Any associated delivery cost will be unaffected by the discount code and payable at the ordinary rate.

You agree to pay delivery costs as they are calculated and listed in the order confirmation at the time of purchase.

 

Payment

Payment can be made by Visa or MasterCard cards and any other methods which may be clearly advertised on the Website from time to time.  Payment will be debited and cleared from your account upon order by us.  You confirm that the credit/debit card that is being used is yours or that you have been authorised by the owner of the credit/debit card to use it.  All credit/debit card holders are subject to validation checks and authorisation by the card issuer. A surcharge may apply to payments made by credit card depending on the credit card used.

You agree and acknowledge that we will treat an electronic instruction as authentic and are under no obligation to investigate the authenticity or authority of persons issuing or transmitting such electronic instructions, or to verify the accuracy and completeness of such electronic instructions.

We take reasonable care to make our Website secure.  We also recommend that you take appropriate security precautions when accessing the Internet via public Wi-Fi networks or shared computers.

The applicable payment provider’s service agreement will apply to all transactions entered into under these Terms of Sale.

 

DELIVERY

Delivery partners

We utilise a network of staff, contractors, third party delivery companies and courier companies that may change from time to time depending upon your location. 

We will use reasonable endeavours to ensure that all products are delivered in a prompt and timely manner. However, delivery dates and times are estimates only and factors outside our control may result in delays to delivery. The estimated date and time of delivery may change without notice.  We do not accept any liability for loss or damage suffered by you or anyone as a result of any such delays.

Address for delivery

You agree that the address to which we will deliver your order is the address you gave for delivery.  We will not deliver unless all requested delivery details are given at the time of order, and the delivery information clearly identifies where the order is to be delivered. We are not responsible for any misplaced parcels or for delivery of any order to an unintended recipient as a consequence of incorrect details.

Delivery conditions

You agree that we may rely on any person who is at the address you gave for delivery, and who takes receipt of your ordered products, as being authorised for that purpose.

Delivery returns

If having commenced delivery of your order, we are unable to deliver due to circumstances beyond our reasonable control or where we did not complete delivery because of any of any conditions or restrictions as set out in these Terms of Sale, the ordered products will be returned to our storage site. We will refund the amount paid by you for those products. however we may deduct the costs incurred by us in returning the relevant products to our storage site from this refund amount.

If we have been unable to deliver due to circumstances beyond our reasonable control or where we did not complete delivery because of any of any conditions or restrictions as set out in these Terms of Sale, and we return any ordered products to our storage site, while we will refund the amount paid by you for those products, you agree that we may deduct an amount from this refund amount on account of the costs incurred by us in returning the relevant products to our storage site.

You may email us about any non-delivery or collection matters using our email accounts@ymilk.com.au.

Cancellations 

We may cancel your order before delivery in whole or in part, even if we have received payment from you or sent you an invoice.  For any such cancellation, we will give you reasonable cancellation notice via any of the contact details we have for you.  The circumstances in which we may cancel your order are if:

• your order is in breach of the Terms of Sale;
• there was any error in the description of any ordered products or their price as advertised by us;
• any of the ordered products are not available; or
• the Terms of Sale provide that we may not deliver your order. 

You agree that you cannot change or cancel an order after it has been placed, unless we have agreed (in our sole discretion) that you are able to do so. If you wish to change or cancel your order please contact our Customer Service Team as soon as possible by emailing accounts@ymilk.com.au

Risk and title

You agree that risk of loss of or damage to products that form part of your order passes on delivery of those products to the location you have specified, including where delivery is to unattended locations (such as locations which are not attended by any person or which are attended by a person who is not acting on your behalf). You agree that title to the products you buy from us passes to you when we dispatch your order from the place of supply. If products are not delivered for any reason and you receive a refund (less any deductions in accordance with these Terms of Sale) you agree that title in those products shall immediately pass back to us.

Returns and Refunds

Nothing contained in these Terms of Sale excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, state or territory legislation where to do so is unlawful.

In the event you receive products that are damaged or faulty, please contact us within 7 days of receiving your order to apply for a refund for the value of the damaged products.  We reserve the right to require proof that the products were damaged or faulty prior to agreeing to any refund.

To the maximum extent permitted by law, we will not provide you with a refund, or exchange products purchased by you on, or via, the Website where:

• the products are damaged through misuse, accident or abnormal use; or
• the Australian Consumer Law or any manufacturer’s warranty does not apply.

Returned products must be returned with proof of purchase, be in their original packaging and be in a re-saleable condition. If you are returning products due to a fault or defect under a Consumer Guarantee, you may return the products without their original packaging.

Refunds will be credited to the credit card used to make the purchase. We will use reasonable endeavours to process your refund as quickly as possible, but please allow up to 3 business days for this to occur.

Product Recall

In some instances, a product recall or withdrawal may be required if a product presents a safety risk, if there is a commercial reason to recall goods, or if we deem, on reasonable grounds, that we need to recall or withdraw the Product.

If any products are the subject of a recall notice, or we have other reasonable grounds to recall or withdraw the products from the market (in our full discretion), customers must comply strictly with:

• any requirements set out in the relevant recall notice; and
• our instructions about the process to implement the recall or withdrawal.

Proof of Concept (“PoC”) Partners

Any early access to our products offered to you as a PoC partner will be governed by these Terms of Sale. A PoC partner is a customer who is given early access to our products for the purpose of trialling the products and providing us with feedback.

By accessing any products made available to you by us, you indicate that you have read, understood, and agreed to these Terms of Sale.

During the early access period you and any third-party associates of yours are prohibited from on-selling, modifying, or reverse engineering any part of the product supplied to you. The product cannot be used for any product development.

You agree to provide us with ongoing feedback, including recommendations, suggestions and ideas, potential changes, and enhancements in relation to the product. Your right, title and interest in any feedback you provide to us is assigned to Sip Ventures and is not considered as confidential or sensitive information about you. In providing feedback to us, you agree that we are free to make unrestricted use of the feedback without any right to payment or attribution to you. 

The term of the early access period will commence on the date of access to our product and will continue unless terminated prior.

Intellectual Property

You acknowledge that we or our licensors are the owners of all intellectual property rights in the Website and in all material published on the Website, and we retain all rights, title and interest in the Website and material (including intellectual property rights contained therein) irrespective of any licence we may grant to you to access, and use, the Website.

You will have the right to use the product supplied to you in terms of these Terms of Sale for its intended purposes; provided, however, that no other rights associated with the product are transferred to you, including all rights associated with the development, manufacture and sale of product, including but not limited to, all patents, patentable rights, rights in inventions, utility models, design rights, rights in data, database rights, rights in know-how, specifications, recipe formulations, trade secrets and all other similar intellectual and industrial property and similar or analogous rights existing under the laws of any country (whether or not registered, whether present, future or contingent, and including without limitation all renewals, extensions, revivals or accrued rights of action).

You will not: (a) resell or otherwise provide (via samples or otherwise) product to any third-party; (b) perform, directly or indirectly, either any analysis of product for chemical composition or structure, or any replication of product for any purpose; or (c) reverse-engineer, reproduce, or otherwise attempt to identify the source of product.

General

Website Content

Your use of the Website and its contents grants no rights to you in relation to any copyright, designs, trademarks and all other intellectual property and material rights relating any of the content on or within the Website, including our Software and all HTML and other code contained within this Website.

Although we do our best to provide the most up-to-date information on the Website as this becomes available, we cannot warrant the accuracy or completeness of the information provided.

Your use of the Website is also governed by our Website Terms of Use.  You should read the Website Terms of Use, as they also form part of the Terms and Sale.

Any provision of these Terms of Sale which is void or unenforceable may be severed from these Terms of Sale without affecting the enforceability of other provisions.

A failure or delay by us to exercise a power or right under these Terms of Sale does not operate as a waiver of that power or right, and the exercise of a power or right by us does not preclude our future ability to exercise that or any other power or right.

Changes to Terms and Conditions 

These Terms of Sale may change or be suspended or terminated from time to time. These changes may relate, amongst other things, to our registration, ordering and delivery processes (including applicable charges) and will be published on the Website. We will endeavour to give advance notice of any such changes on the Website. Continuing to use any of our facilities, including using or ordering from the Website after publication on the Website that the changes have taken effect will be deemed acceptance of terms and conditions. 

Indemnity

You agree to indemnify us and our officers, directors, employers or contractors (collectively, the “Indemnified”) and to keep indemnified and hold harmless the Indemnified from and against any and all actions, claims, demands, losses, damages, taxes, liabilities, costs and/or expenses that may be incurred by, or sustained by, the Indemnified arising out of, or in connection with, your access to, and use of, the materials, the Website, any breach by you of these Terms of Sale or your or anyone else’s use of the products.

Liability disclaimer

Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law.

Without excluding, restricting or modifying the rights and remedies to which you may be entitled under the consumer guarantees provisions of the Australian Consumer Law or our liabilities under those provisions:

1. You acknowledge that our product is provided "as is" and that we do not make any warranty or representation as to the suitability of the product for any purpose, (including content on the Websites or to or from which the Website is linked) ;

2. We exclude all other implied terms and warranties, whether statutory or otherwise, relating to the product, the Website, the subject matter of our agreement with you and all content to or from which the Website is linked;

3. We will not be liable to you for indirect and consequential loss arising from or connected to our agreement with you in contract, tort, under any statute or otherwise (including, without limitation, for loss of revenue, loss of profits, failure to realise expected profits or savings, loss or corruption of data and any other commercial or economic loss of any kind) unless such loss arises as a result of our own negligence or wilful misconduct;

4. Where we refund you the amount of your order as provided in your agreement with us (less any deductions as set out in these Terms of Sale) you agree such refund is the total amount of our liability to you for all circumstances relating to the refund; and

5. All typographical, clerical or other errors or omissions in sales literature, quotations, price lists, acceptances or offers, invoices or other documents or information issued by us will be subject to correction without any liability on our part

Our liability to you for loss or damage of any kind arising out of our agreement with you or in connection with the relationship established by it, whether that liability is in contract, tort (including negligence), under any statute or otherwise, is reduced to the extent that you cause or contribute to the loss or damage. You acknowledge and agree that the limitations of liability contained in this clause are a fair and reasonable allocation of the commercial risk between the parties.

Jurisdiction

These Terms of Sale is governed by, and must be construed according to, the laws of Victoria, Australia and the parties submit to the exclusive jurisdiction of the courts exercising jurisdiction there.