EDWARDS INSTRUMENT COMPANY WEBSITE TERMS OF USE

Between:

Edwards Instrument Company ABN 88 340 876 624 (“Edwards”)

and

The user of this website (“You” or “Your”)

Welcome to the Edwards Instrument Company. The Edwards website terms of use is set out below which govern Your use of the Edwards website at http://www.edwardsco.com.au (“Website”). The terms of use form a binding agreement between Edwards and You in relation to Your use of the Website (“Agreement”).

Please read this Agreement carefully before using the Website. By accessing information on this Website You acknowledge and agree that You have had an opportunity to read and understand the Agreement and agree to be bound by it. If you have any questions regarding this Agreement please contact Edwards before proceeding.

1.             General Requirements

1.1            Edwards will make the Website to You on the terms and conditions of this Agreement.

1.2            You may use the Website in accordance with this Agreement, including the licence granted in clause 2.

1.3            The Website may contain content created by third parties, other information obtained from published sources and links to other websites. Except as otherwise indicated, we do not endorse, sponsor or approve any products or services provided by these third parties.

1.4            Automated access to the Website by or on behalf of internet search engines is permitted.

1.5            Subject to clause 1.4, unless you have written permission from Edwards, You must not:

1.5.1            access the Website other than through the normal Website interface;

1.5.2            access the Website through any automated means (including, but not limited to, the use of scripts or webcrawlers);

1.5.3            infringe the intellectual property rights of others;

1.5.4            impersonate or falsely state or misrepresent an affiliation with any person or organisation;

1.5.5            violate or cause Edwards to violate any applicable law, regulation, standard or relevant industry code;

1.5.6            sell, resell, reproduce, duplicate, trade or exploit for any commercial purpose any portion of, use of, access to or data on the Website.

1.6            Edwards may vary this Agreement at any time. You acknowledge that it is Your responsibility to ensure that Your use of the Website does not breach the current Agreement at any time. You agree to regularly check the Agreement.

2.            Intellectual Property Rights

2.1            The Website is owned and operated by Edwards. You acknowledge and agree that all intellectual property rights comprised in or relating to the Website belong to Edwards or our licensors and that nothing in this Agreement constitutes a transfer of any intellectual property rights.

2.2            you may download and view content and/ or print a copy of material on the Website for Your own use only, provided that You do not:

2.2.1            modify any of the content in any way or manner;

2.2.2            use the content in a manner or for a purpose prohibited by this Agreement.

2.3            You must not do anything which breaches or otherwise interferes with Edward’s intellectual property rights. Except as expressly permitted by this Agreement or by law, You may not reproduce any content appearing on the Website without Edward’s written permission.

2.4            Your use of any third party content (including, without limitation, third party websites linked to the Website) may be subject to a third party’s terms and conditions of use. Nothing in this Agreement constitutes a licence or right for You to use such content.

3.            Privacy

3.1            Any personal information collected by Edwards will be dealt with in accordance with the Edward’s privacy policy, the terms of which are available on the Website.

3.2            You consent, and must procure that any relevant third party consents, to the use of any personal information collected in relation to You in accordance with Edward’s privacy policy. If You include any personal information about any person, You must provide that person with a copy of Edward’s privacy policy and where possible, have that person provide us with that personal information directly.

4.            Warranties

4.1            You represent and warrant to Edwards that:

4.1.1         You are fully authorised by any entity that you state to Edwards that You represent;

4.1.2         You are at least eighteen (18) years of age and have the legal capacity to enter this Agreement.

5.            Liability

5.1            To the full extent permitted by law and subject to clause 5.4, Edwards excludes all representations, warranties, terms and conditions, whether express or implied (and including, without limited, those implied by statute, custom, law or otherwise), except as expressly set out in this Agreement.

5.2            Nothing on this website constitutes the giving of any advice.

5.3            To the full extent permitted by law, Edwards excludes all liability to You for any damages or loss (including without limitation, loss of profits, indirect or consequential loss) however caused including, but not limited to, damage or loss arising in contract, tort suffered by You in connection with:

5.3.1            You use of, or reliance on the Website or any information contained on or linked to the Website;

5.3.2            any dealing that You may have with any third party information or website contained on the Website.

5.4            Certain legislation may imply warranties or conditions or impose obligations which cannot be excluded, restricted or modified except to a limited extent. This Agreement must be read subject to those statutory provisions. If those statutory provisions apply, notwithstanding any other provisions in this Agreement, to the extent to which Edwards is entitled to do so, Edwards limits its liability in respect of any claim under those provisions to:

5.4.1            the supply of the service/ product again; or

5.4.2            the payment of the costs of having the services or product supplied again.

5.5            You hereby indemnify Edwards and its officers, employees and agents from and against any liability, loss, damage, costs, expense and penalties incurred or suffered by any of them arising out of:

5.5.1            Your breach of this Agreement; or

5.5.2            Any act of fraud or wilful misconduct by or on behalf of You.

6.            Edwards VIP Membership Program (“VIP”)

6.1            Edwards offers You the opportunity to join VIP on the terms and conditions contained in this clause 

6.2            Members of VIP are entitled to the following:

6.2.1            One (1) Eclipse Tip Loading System at no charge to Australian members providing VIP membership is processed prior to 31 August 2009;

6.2.2            product promotions and discounts, subject to availability;

6.2.3            Edwards quarterly newsletter;

6.2.4            notices on new products and promitions.

6.3            Edwards will not impose a charge to join VIP.

6.4            All VIP memberships must be made by laboratories/ organisations within the life sciences or research industries in Australia.

6.5            Only one membership per laboratory/ organisation will be granted and valid. Only one (1) Eclipse Tip Loading System per laboratory, not per VIP.

6.6            VIP membership is not available to laboratories/ organisations that do not have premises in Australia.

6.7            The person applying for VIP membership warrants that they have the full authority and consent from the organisation/ laboratory to make the application.

6.8            The VIP member hereby indemnifies Edwards in relation to any claim for loss or damage, however caused, as a result of VIP membership or through using the free Eclipse Tip Loading System. Edwards does not offer any warranties in relation to the quality or merchantability of the free Eclipse Tip Loading System. If the product is found to contain a manufacturing fault, then Edwards will assist in the VIP member in obtaining a replacement product. Edwards does not indemnify the VIP member for any loss or damage arising out of the use of the Eclipse Tip Loading System.

6.9            If any VIP member is found to have received more than one free Eclipse Tip Loading system then Edwards reserves the right to formally recover the additional product and proceed with legal action if necessary.

6.10            If the free Eclipse Tip Loading system is not available at the time of submitting the VIP application, Edwards will provide the product as soon as it becomes available Edwards will not indemnify a VIP member for any loss or damage arising out of the delay in providing the product. Edwards reserves the right to substitute products in the event of substantial delay in providing the Eclipse Tip Loading system.

6.11            All VIP applications are subject to approval by Edwards.

7.            General

7.1            You should carefully read and this Agreement each time You use the Website. Whilst Edwards hopes not to have to alter this Agreement, it is possible that changes will be required from time to time. By using the Website, You agree that the current version of this Agreement will apply to that use.

7.2            The indemnities in this Agreement are:

7.2.1            continuing obligations of the parties, separate and independent from other obligations and survive termination of this Agreement; and

7.2.2            absolute and unconditional and unaffected by anything that might have the effect of prejudicing, releasing, discharging or affecting in any other way, the liability of the party giving the indemnity.

7.3            This Agreement is governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of the Court of New South Wales and waive, without limitation, any claim or objection based on the absence of jurisdiction or inconvenient forum.