(Last Reviewed: November 2024)

Agreement to these Sales Terms

These Sales Terms & Conditions (Sales Terms) apply to the supply of goods by Quantum Bodies Pty Ltd (ACN 659 291 862) (Quantum). By contacting Quantum telephonically, on email or through its website at: https://quantumbod.com (Site) to make an enquiry, request a quote or submit an order for Quantum’s products (Products), you agree to be bound by these Sales Terms. Any supply of Products to you by Quantum after the date of your deemed acceptance of these Sales Terms is a supply pursuant to the agreement constituted by these Sales Terms and the relevant Accepted Order. Any such supply does not give rise to a new or separate agreement unless otherwise specified in writing by Quantum.

Legal capacity to transact

If you are under 18 years of age, you cannot place orders with Quantum. By engaging with Quantum, you represent and warrant to Quantum that you are over the age of 18 years. If Quantum suffers any damage or other losses because of a transaction entered into by a minor, it reserves the right to seek compensation for such losses from his/her parents or guardians.

Quotes

If you would like to receive further information regarding the Products or to receive a quote, please contact us.

No information or quote which Quantum provides to you regarding its Products constitutes an offer by Quantum to supply any of its Products to you.

If Quantum provides you with a quote for any of its Products (Quote), you may submit an order (Order) for acceptance by Quantum at the price stated in that Quote for a period of 14 days after the date of issue of the Quote (Quote Period).

If you would like to place an Order after the expiry of the Quote Period, you must ask Quantum to provide a new or updated quote.

Orders

Order constitutes offer

If you submit an Order to Quantum, you make an irrevocable offer to Quantum to purchase the Products that are identified and described in that Order at the prices described in that Order.

Quantum will not commence processing any Order placed by you unless and until:

• payment of the Deposit for that Order has been received in full (see Payment Timeframes below); and
• the Order has passed Quantum’s internal validation procedures, which are undertaken to verify the bona fides of each Order for the purpose of preventing credit card and other fraud.

Quantum reserves the right in its discretion to:

• at any time prior to your Order being accepted by it in accordance with these Sales Terms, refuse or cancel all or part of your Order; and
• at any time:

– refuse to sell its Products to you;

– terminate your access to the Site; and/or

– remove or edit any content on this Site, including any of the Products and prices.

Acceptance of orders

Acceptance of an Order will take place if and when Quantum confirms acceptance of your Order in writing (Accepted Order). You cannot cancel an Accepted Order without first obtaining the written consent of Quantum, which it may refuse in its sole discretion. In that event, you will be liable for all losses incurred (whether direct or indirect) by Quantum because of that cancellation, including but not limited to, a cancellation fee which may not exceed the Price.

Delivery

On acceptance of the Order, Quantum will provide you with an estimated date for delivery. Please note that this is an estimate only and Quantum will not be liable if, for any reason, it is does not deliver the Products in the Accepted Order to you by that estimated date.

You are not relieved of any obligation to accept and/or pay for the Products because of any delay in delivering and/or installing the Products.

Quantum will give you at least 5 Business Days’ notice in writing of the date on which the Products will be available for installation and/or collection (Delivery Date) from its premises situated at Wilberforce, New South Wales (Premises).

You acknowledge and agree that while the Products are being delivered and/or installed your vehicle is at all times parked at the Premises at your sole risk. You indemnify and accept responsibility for all damage or loss to property or personnel of Quantum caused by your vehicle, unless caused by the wilful negligence of Quantum or its employees.

If you fail to collect the Products from the Premises within 5 days after the Delivery Date, without limiting Quantum’s other rights at law or under these Sales Terms, Quantum may charge you a daily storage fee for each day from and including the Delivery Date until and including the day on which the Products are collected by you.

If you fail to collect the Products from the Premises within 3 months, without prejudice to its other rights, Quantum may regard those Products as abandoned and sell them for its own benefit without further notice to you. The Customer waives any claim it may have against Quantum in respect of such sale.

Title and Risk

All risk in and to the Products will pass from Quantum to you on the earlier of delivery or installation of the Products on your vehicle.

Despite any other provision of these Sales Terms, title in and to the Products will pass on the later of delivery or installation of the Products, or receipt by Quantum of the full Price, in cleared funds.

You agree that any vehicle left in the care, custody, or control of Quantum shall remain insured by you against all risks, including but not limited to fire, theft and damage. You shall ensure that your insurer waives any right of subrogation against Quantum. Quantum shall not be liable for any loss or damage to the vehicle except in cases of gross negligence or wilful misconduct.

Prices

The Price payable by you for the Products is the price set out in the Accepted Order (inclusive of GST) (Price) and includes a deposit equal to 50% of the Price (inclusive of GST) (Deposit).

Quantum reserves the right to vary the Price, if:

• you request a variation of the Products which Quantum accepts; or
• there is an increase in the cost of labour and/or parts necessary for manufacture, delivery and/or installation of the Products which is beyond Quantum’s control.

Shipping costs

Shipping costs will depend upon the location for delivery and the Products purchased and will be charged separately. You may request a quote for shipping costs, if required.

GST

Unless otherwise expressly stated, all amounts payable by you, including the Price, are expressed to be inclusive of GST. For these purposes, the term “GST” has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Time for Payment

You must pay the full Deposit to Quantum when you place your Order. Quantum may not accept your Order and will not begin processing your Accepted Order until it receives the Deposit in Full.

You must pay the balance of the Price to Quantum before Quantum installs or delivers the Products to you. Without limitation to Quantum’s rights under these Sales Terms or at law, Quantum is not obliged to deliver or install the Products until it has received payment of the full Price, plus GST, in cleared funds.

If you are in default of these Sales Terms and/or fail to pay any amount payable under these Sales Terms by the due date for payment, Quantum may, without prejudice to its other rights under these Sales Terms or at law:

• withhold any further deliveries of Products to you, and/or
• cancel any Accepted Order you may have with the Quantum for the Products; and/or
• charge interest at 10% above the Reserve Bank of Australia’s target cash rate at the time of Accepted Order and/or
• charge an administrative fee for following up on any outstanding payments; and/or
• charge you the costs incurred by Quantum arising from or in connection with the recovery of the outstanding amounts.

Payment methods

All amounts payable by you must be paid without deduction, set-off or counterclaim of any kind.

Payment for Accepted Orders may be made:

• by credit card processed by our office; or

• via direct bank deposit by electronic funds transfer (EFT).

Credit and debit card payments

Quantum accepts payments using all major credit and debit cards. Please note that we may be unable to accept credit cards issued by banks outside of Australia.

Additional transaction fees may apply if you pay by credit card. If additional transaction fees apply, we will advise you of those charges at the time of payment. If you choose to proceed with that payment method, you will be liable for payment of those additional fees.

Payment by EFT

If you elect to pay by direct deposit using EFT, we will send you an email containing instructions for making the payment, or otherwise provide such information to you, including our bank account details and the reference number for the Accepted Order. Please quote the reference number for the EFT transaction to avoid delays in allocating your payment and processing your Accepted Order.

Refunds and other remedies

Except as expressly provided otherwise in these Sales Terms, all amounts paid for an Accepted Order are non-refundable. Further information on the steps that Quantum will take to remedy any breach of any non-excludable condition or warranty/guarantee is provided under “Remedies limited” and/or Schedule 1 in these Sales Terms.

Security

Quantum will not be responsible for any damages, including consequential losses (whether direct or indirect), that may be suffered by a customer whose credit or debit card or bank account information is used in a fraudulent or unauthorised manner by any person other than Quantum.

Quantum may request further information from you, such as a copy of your credit card and/or other identification documentation, as part of its internal validation procedures. These procedures help protect bank and credit card account holders from online fraud. Until your Order has passed our internal fraud prevention checks, your Order will remain on pending status. If further information is requested and you do not provide the requested information within such time as Quantum considers appropriate at its discretion, your Order will be cancelled and, if your payment has been received, it will be refunded back to you.

If for any reason, Quantum chooses not to accept your Order, Quantum will refund to you the Deposit paid by you for that Order.

Intellectual Property

You acknowledge Quantum’s exclusive right, title and interest and/or that of its Related Body Corporates (as that term is defined in in section 50 of the Corporations Act 2001 (Cth)) in and to any and all of the intellectual property, technical information and know-how relating to the Products and/or Quantum, including existing and future inventions, modifications, extensions, enhancements, improvements and discoveries, technology, documented ideas, trade secrets, copyrightable works and mask works (whether or not registered), trade marks, processes, procedures, designs, software, systems, specifications, recipes, formulas, preparation methods, techniques, designs, developments, devices or methods (whether patented or able to be patented and whether or not reduced to practice) and all patents, copyright, trademarks, service marks, database rights (whether registered or unregistered) and all registrations and applications for registration related thereto and all other intellectual or industrial property rights, now existing or subsisting or hereafter developed or arising anywhere in the world (collectively Quantum IP).

Trademarks

Quantum’s logo is a trademark of Quantum and may not be used, copied or imitated, in whole or in part, without the prior written consent of Quantum.

Patent

You must not, directly or indirectly, copy, reverse engineer, disassemble, reproduce, duplicate, imitate, and/or otherwise develop products similar to the Products, or any part of the Products. In addition, you must not allow, permit, assist, enable and/or encourage any third party to do so.

Disclaimer of warranties

To the maximum extent permitted by law, all conditions or warranties (whether express or implied by statute or common law or arising from conduct or by previous course of dealing or trade custom or trade usage or otherwise) as to the quality of the Products or their fitness for any particular purpose (even if that purpose is made known expressly or by implication to Quantum) are hereby expressly excluded.

Remedies limited

To the maximum extent permitted by law, Quantum and its officers, employees, agents, consultants, licensors, partners and affiliates expressly limit their liability for breach of any non-excludable condition or warranty/guarantee implied by virtue of any legislation in respect of goods to the following remedies (the choice of which is to be at Quantum’s sole discretion):

• the replacement of the Products;
• the repair of the Products; or
• the payment of the cost of having the Products repaired.

Limitation of liability

Exclusion of liability

Quantum accepts no liability for any loss, damage, cost, loss of profits, anticipated savings, wasted expenditure, loss of contracts with third parties, goodwill or any other type of loss, suffered by you whether or not Quantum was aware that such loss was possible or otherwise foreseeable, whether such loss arises from any representation, recommendation or advice made or given in relation to the Products, the use of the Products, or the failure by Quantum to fulfil its obligations under these Sales Terms.

Force majeure

To the maximum extent permitted by law, and without limiting any other provision of these Sales Terms, Quantum excludes liability for any delay in performing any of its obligations under these Sales Terms where such delay is caused by circumstances beyond the reasonable control of Quantum, and Quantum shall be entitled to a reasonable extension of time for the performance of such obligations.

Unpaid Seller’s Lien

If you leave your vehicle with Quantum for installation of the Products and/or modification and Quantum has not received all moneys owing to it by you under the Sales Terms, then until all such moneys are paid to it in full, Quantum shall have:

• a lien over those item/s; and
• the right to retain, sell or dispose of those item/s, provided that such sale or disposal is undertaken in accordance with any applicable legislation.

The lien of Quantum shall continue despite the commencement of any proceedings or judgment for any moneys owing to Quantum having been obtained against you.

Indemnity for Breach

You indemnify and hold harmless Quantum and its officers, employees, agents, consultants, contractors, licensors, partners and affiliates from and against any losses, liabilities, costs, expenses or damages (including actual, special, indirect and consequential losses or damages of every kind and nature, including all legal fees on a solicitor-client basis) suffered or incurred by any of them due to, arising out of, or in any way related to (directly or indirectly):

• your breach of these Sales Terms; and
• your negligence or misconduct, or violation of any law or the rights of any person.

Disputes

If there is any dispute, difference or issue between the parties concerning or arising out of or in connection with or relating to these Sales Terms (Dispute), either of us must deliver a written notice to the other that identifies the Dispute (Notice of Dispute).

Within 30 days after the date of the Notice of Dispute (or such other period as agreed between the parties in writing), our representatives must take steps in good faith to negotiate and to resolve the Dispute, or to agree an appropriate method by which to resolve the Dispute.

If we are unable to meet or to resolve the Dispute or to agree on appropriate methods for resolving the Dispute within such period, we may both take such steps as we deem appropriate in the circumstances.

Trustee Capacity

If you are the trustee of a trust (whether disclosed to Quantum or not), you warrant to Quantum that:

• you enter into these Sales Terms in both its capacity as trustee and in its personal capacity;
• you have the right to be indemnified out of trust assets;
• you have the power under the trust deed to enter into the agreement comprising these Sales Terms and the Accepted Quote; and
• you will not retire as trustee of the trust or appoint any new or additional trustee without first advising Quantum in writing.

Photographs

You acknowledge and agree that Quantum may take photos of the Products installed on your vehicles and use them in promotional and/or other material used by Quantum.

Non-disparagement

You must not make, express, transmit, speak, write, verbalise or otherwise communicate in any way any remark, comment, message, information, declaration, communication or other statement of any kind (whether verbal, in writing, electronically transferred or otherwise) that might reasonably be construed to be critical of, or derogatory or negative towards, Quantum; or cause, further, assist, solicit, encourage or knowingly permit any other person to do so, or otherwise support or participate in any other person doing so.

Non-solicitation

You must not directly or indirectly interfere with or disrupt, or attempt to interfere with or disrupt, any relationship between Quantum and any of its suppliers or prospective suppliers; or induce, encourage or solicit any of Quantum’s officers, employees, contractors or agents to cease their employment, engagement or agency with Quantum.

General

Interpretation

In these Sales Terms, the following rules of interpretation apply:

• Business Day means a day other than a Saturday, Sunday or public holiday when banks in Sydney, New South Wales are open for business;
• headings are for reference purposes only and in no way define, limit or describe the scope or extent of any provision in these Sales Terms;
• these Sales Terms may not be construed adversely against Quantum solely because Quantum prepared them;
• the singular includes the plural and vice-versa;
• a reference to a “person” includes an individual, a firm, a corporation, a body corporate, a partnership, an unincorporated body, an association, a government body or any other entity; and
• the meaning of general words is not limited by specific examples introduced by “including”, “for example”, “in particular” or similar expressions.

Confidentiality

Both parties must keep the Confidential Information of the other party strictly confidential, and not use or exploit that Confidential Information in any way (except as permitted under these Sales Terms or as required by law or court order). For these purposes, Confidential Information means all information relating to a party and/or its business including any information relating to the Products, the Quotation, the Order, and these Sales Terms, unless such information is publicly available other than by a breach of these Sales Terms.

Inconsistency

If there is any conflict or inconsistency between these Sales Terms and the Accepted Quote, the Accepted Quote shall prevail.

Notifications

Quantum may provide any notification for the purposes of these Sales Terms by email and/or by adding the notification into your user account on the Site (if applicable).

Costs

Except as specifically provided in these Sales Terms, each party must bear its own legal, accounting and other costs associated with or arising from these Sales Terms.

Assignment

You may not assign, transfer or sub-contract any of your rights or obligations under these Sales Terms without Quantum’s prior written consent.

Quantum may assign, transfer or sub-contract any of its rights or obligations under these Sales Terms at any time without notice to you.

No waiver

Waiver of any power or right under these Sales Terms must be in writing, signed by the party entitled to the waiver and is effective only to the extent set out in that written waiver. Any failure by Quantum to act with respect to a breach by you or others does not waive Quantum’s right to act with respect to that breach or any subsequent or similar breaches.

Severability

The provisions of these Sales Terms are severable and, if any provision of these Sales Terms is held to be illegal, invalid or unenforceable under present or future law, such provision may be removed and the remaining provisions shall be enforced.

Variation

Quantum reserves the right to amend these Sales Terms and any other terms or policies on this Site at any time in its sole discretion and any such changes will, unless otherwise noted, be effective immediately. In some cases, Quantum may notify you by adding an appropriate pop-up notification to the Site. You will always be able to determine if the Sales Terms have been updated by checking the date on which they were last reviewed (provided on the front page).

Your continued use of this Site and/or any engagement with Quantum after that date, will mean you accept those updates.

Quantum reserves the right, without notice and in its our sole discretion, to change, suspend, discontinue or impose limits on any aspect or content of this Site and/or its Products.

You may only vary or amend these Sales Terms by written agreement with Quantum.

Governing law and jurisdiction

These Sales Terms will be governed in all respects by the laws of New South Wales. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts of appeal from them.