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User Agreement


Last updated at 5.00pm Australian Eastern Standard Time on 12 April 2009


Welcome to the User Agreement for the Zebratrade Australia Pty Ltd ("Zebratrade" and “we”) International Trading System (the “Services”). This Agreement describes the terms and conditions that govern your use of the Zebratrade Services at http://www.zebratrade.com (the "Website"). If you (the “Buyer”) have any questions, please refer to our Frequently Asked Questions or refer them to the person nominated in Section14 - Notices.

The Services consist of:

- the Website that lists a number of products that are available from Zebratrade accredited overseas manufacturers ("manufacturers") and allows Buyers to place an order for a selection of those goods directly with the Zebratrade accredited Import Company (“Import Company”) that represents the relevant manufacturer. In the event that the Site is not working at any time, Zebratrade will use its best endeavours to provide alternative arrangements to its Users

Zebratrade offers a range of contract types including orders for Full Container Loads (“FCL”) which cannot generally be ordered on the Website but are handled directly by a Zebratrade accredited Manufacturer Adviser ("Adviser"). Other contract types that may be offered from time to time are various forms of Less than a Container Load (“LCL”) including LCL, LCL LayBuy and LCL Forwarding. When these are available, their key features are detailed on the Site.

In addition to the above, Zebratrade offers a special contract type for purchases made through arrangements one of the Import companies Zebratrade Sydney North Pty Ltd ACN 133 247 131("ZSN")  in partnership with Sustain Agility Pty Ltd ACN 125 920 603  (Sustain Agility) which are detailed in Clause 18 below. Sustain Agility has approved Zebratrade to act as its agent under this Agreement.

The Parties confirm that they have read and fully understood the terms of this Agreement

Each Import Company uses one or more of the Zebratrade accredited overseas Export Companies ("Export Company". Each Export Company may also be a Consolidation Centre (“Consolidation Centre”). Consolidation Centres are used for consolidating orders that are less than a container load (“LCL”). Where required, these Export Companies may also undertake basic quality checks on a sample of the products before they are shipped. The Import Companies and Export Companies used for each order depend on the type of Zebratrade contract, the type of goods and the geographical location of the manufacturers. Each Import Company and Export Company may deal with a number of overseas manufacturers.

The details of the Import Company , which is the legal seller of the goods in Australia, involved in any order will be displayed on the Order and Invoice forms when a Buyer places an order.

- the provision of display facilities (where available) in Australia for overseas manufacturers where potential buyers may examine samples of some of the goods that the overseas manufacturers post on the Website.

- a method for connecting the Buyers with the Chinese manufacturers to allow them to place the orders with the overseas manufacturers through the Website together with a range of alternative buying strategies (“contract types”). These include:

> FCL orders where they Buyer buys a full container load of goods from a manufacturer.

> LCL orders where the Buyer buys less than a container load of goods from a manufacturer. These will be consolidated with other Buyer’s orders (which may be for different types of goods and/or from different manufacturers) into full container loads by one of the Consolidation Centres before shipping

> LCL LayBuy orders where a buyer will order less than a container load of goods from an overseas manufacturer. In this situation, all orders will be managed by a single Zebratrade Adviser who will build up (over a period specified by the Adviser but usually less than a calendar month) orders from the same manufacturer that together constitute a full container load as specified by Zebratrade.

> LCL Forwarding orders where the Buyer makes a private arrangement to buy less than a container load of goods from an overseas manufacturer of their choice with the Website only being used for administrative purposes. These will be consolidated with other Buyer’s orders (which may be for different types of goods and/or from different manufacturers) into full container loads by one of the Consolidation Centres before shipping

- the accreditation of Advisers who represent and are agents in Australia of the overseas manufacturers and who assist buyers in dealing with the Import Companies, the Export Companies, the logistics companies and the overseas manufacturers. These Advisers, when they have been allocated to an overseas manufacturer, are contracted directly by that overseas manufacturer to represent them in Australia and are not agents of Zebratrade.

- a methodology for facilitating the financial transactions between the Buyer and the Import Companies, Export Companies, logistics companies and overseas manufacturers through Zebratrade.
Payments by Buyers may be made by direct transfer into the Import Company's nominated bank account, by credit card or cash through PayPal or by any other method Zebratrade may offer from time to time. .
Payments through PayPal may attract a non-refundable additional charge which will be shown on the Website. Other payment methods may attract additional charges which will be displayed on the Website.

Zebratrade does not control any of the overseas manufacturers, the Import Companies, the Advisers or the Export Companies. Buyers of goods using Zebratrade Services are contracting directly with the Zebratrade accredited Import Companies for the supply of the goods. Zebratrade closely monitors but does not guarantee their performance.

Zebratrade does not warrant the quality of any goods ordered from an overseas manufacturer. The Export Companies undertake basic quality and quantity checks on behalf of the buyers, where appropriate as determined by Zebratrade, and the Import Companies before the goods are packed into containers. The extent of these checks will be determined by Zebratrade at its sole discretion unless special arrangements have been made with Zebratrade in consultation with the Adviser (if appointed) and the Import Company.

As part of the Services, Zebratrade will use its best endeavours to ensure that the Import Company and the Adviser work with the Buyer to resolve any quality issues that arise after delivery of the goods to the User’s premises.

Zebratrade does not guarantee that any goods ordered will actually be delivered or that they will be delivered on a specific date although Zebratrade will use its best endeavours to ensure that all goods ordered are delivered promptly and are appropriately insured.

Zebratrade carefully monitors all constituent parts of the Services to ensure that, as far as possible, all transactions are handled satisfactorily.

You must read, agree with and accept all of the terms and conditions contained in this User Agreement and the Privacy Policy, which include those terms and conditions expressly set out below and those incorporated by reference, before you may become a user of the Zebratrade Website and Services. We (“Zebratrade”) strongly recommend that, as you read this User Agreement, you also access and read the information contained in the other pages referred to in this document, as they may contain further terms and conditions which apply to you as a Zebratrade user.

We may amend this Agreement at any time at our discretion by posting the amended terms on our Website including the date of the amendment. Each time you use the Website you should check the last date of any amendments to determine whether you need to review the User Agreement before placing an order. All amendments will automatically be effective immediately for all orders placed after the amended terms are posted on the Website. If you the User) do not agree with such changes, you must terminate your usage of the Website. This Agreement may not be otherwise amended except in writing signed by you and Zebratrade. This agreement is effective on 9.00am Australian Eastern Standard Time on 1 April 2008 and any amendments are effective from the time and date that they are posted on the Site.

1. User Eligibility.

The Services are available only to, and may only be used by, individuals, companies and other businesses that can form legally binding contracts under applicable Australian law. All prospective members must supply Zebratrade with their ABN. Without limiting the foregoing, our Services are not available to persons under 18 years of age or to temporarily or indefinitely suspended Zebratrade members. If you do not qualify, please do not use the Site or our Services. Further, your Zebratrade account and User ID may not be transferred or sold to another party.
When you initially register to become a user of the Zebratrade Services, we may accept or reject your application at our sole discretion.

2. Fees and Services ("Services").

Registering on the Zebratrade Website is free. Access to all or part of the Website may not be available at times determined solely by Zebratrade. The price of items on the Website will be displayed in Australian Dollars. This price will be computed based on the price listed by the overseas manufacturer in their local currency and converted into Australian Dollars (“AUD”) at exchange rates determined at Zebratrade’s sole discretion. The exchange rate used for each transaction will vary depending on the effective date and time of the transaction. The effective date of the transaction will be determined by Zebratrade at its sole discretion. Payments may currently only be made by direct bank transfer or by cash or credit card (Mastercard and Visa only) through PayPal. Other payment methods may be offered from time to time. Where payments are made using PayPal an additional transaction fee may be charged.

The purchase of all items through the Website will involve the payment of a non-refundable deposit of 10% of the estimated cost of the total transaction with the balance payable when we confirm acceptance of the order by the overseas manufacturer and its estimated delivery date.
This deposit will only be refundable if the Adviser cannot confirm a delivery date within a reasonable period as determined solely at Zebratrade’s discretion.

For LCL and LCL Laybuy orders, before placing an order for anything on the Website you will have an opportunity to see the ESTIMATED Australian Dollar cost of your proposed purchases (based on the AUD/foreign currency exchange rate for that time on that day set by Zebratrade at its sole discretion) plus the additional costs that will be charged (“additional costs”) including, but not limited to, transport costs, insurance costs, import duties, GST and others. Most of the additional costs will show the ACTUAL amount in Australian Dollars but some such as import duty, GST and others may vary slightly. All items are listed on the Site on an FIS (“Free in Shop”) basis i.e. the total cost including the additional costs in Australian Dollars is the total cost to have the items delivered to your nominated premises anywhere in Australia.

The final amount you will have to pay will be calculated as the sum of the total amount payable for the goods in Australian Dollars (based on the AUD/foreign currency exchange rate at that time set by Zebratrade at its sole discretion) on the day that you make the final payment plus the additional costs (as calculated by Zebratrade on that day at its sole discretion) less the deposit paid. Unless otherwise agreed by Zebratrade, the final amount will be due and payable within 5 business days after:

 for LCL LayBuy orders, the Adviser confirms to you that total orders constituting a full container load (as determined by Zebratrade at its sole discretion) has been achieved
Only in the event that the Adviser cannot accumulate a full container load or otherwise manage to aggregate your order for manufacture and delivery within the nominated period for aggregating orders (if any) will your deposit be refunded.

 for LCL orders, Zebratrade and/or the Adviser notify you that the overseas manufacturer has accepted your order and provided a estimated delivery date

In the event that you do not make the final payment on the due date, your order will be cancelled and your deposit will be forfeited.

Where you are purchasing a full container load (“FCL”), the payment arrangements will be negotiated on a case by case basis with Import Company and/or the Adviser.

Where you are buying under a LCL Forwarding contract of generic goods (as determined solely at Zebratrade’s discretion), you may be required to pay the full Australian Dollar cost of the goods and additional costs when you “place the order” i.e. on the same day.

Zebratrade will from time to time set a minimum order amount that will apply to the Australian Dollar cost of the goods excluding the additional costs. This minimum order amount will be shown on the Website.

If, after accepting either a deposit or full payment, the overseas manufacturer  notifies Zebratrade that it cannot deliver the goods, any refunds due to you will be paid within 10 working days.

You agree to accept anywhere between 95% - 100% of the goods you order as full delivery of your order and Zebratrade agrees to arrange with the Adviser and the Import Company to amend/replace your invoice and to obtain a refund for you of any overpayments (as calculated by Zebratrade at its sole discretion) from the Import company and/or the overseas manufacturer.

All goods will be delivered to your nominated address as specified on the final invoice.

In all cases where payments are made by through PayPal, the fee charged by Zebratrade for using the PayPal system will not be refundable under any circumstances.

On receipt of the goods at your nominated delivery location you will have five (5) business days in which to examine them to confirm that they are as described on the Site, are fit for their purpose, meet Australian standards and to notify Zebratrade and the Adviser if you consider that they do not meet the above requirements. If you notify Zebratrade within this period Zebratrade will ensure that the Import Company and/or the Adviser contact you to discuss the nature of the problem and, if deemed necessary by Zebratrade at its sole discretion, to meet with you to examine the goods and, if it/they agree(s) with your assessment of the goods, Zebratrade and the Import Company will make their best efforts to obtain replacement goods, to have the goods repaired or to recover your funds from the overseas manufacturer.
Zebratrade may change any of its trading terms at any time. Our changes are effective immediately we post the changes on the Website. We may at our sole discretion change some or all of our Services at any time. In the event we introduce a new service, the fees for that service are effective at the launch of the service.

3. Release and Information Control.

3.1 Release. You acknowledge that the Import Company is supplying the goods to you under Australian law. Although we make reasonable efforts to ensure that the items you purchase are as described through the Website through our monitoring of the activities of the advisers, the Import Companies and the Export Companies, because we are not involved in the production or transportation of the goods, in the event that you have a dispute with any or all of the Import Company, the Adviser, the Export Company and/or the overseas manufacturer to the extent permissible by law, you release Zebratrade (and our officers, directors, agents, affiliates, parents, subsidiaries and employees) from claims, demands and damages (actual, special, direct, indirect and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

3.2 Information Control. Zebratrade may send you communications and notices regarding your transactions and your account on our Website. Our communications do not represent any endorsement, guarantee or legitimisation of your transactions.

4. Fraud.

4.1 Fraud. Without limiting any other remedies available to Zebratrade at law, in equity or under this Agreement, Zebratrade may, at its sole discretion, suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise in our sole discretion) have engaged in fraudulent activity in connection with our Website.

5. Your Information.

5.1 Definition. "Your Information" is defined as any information you provide to us or other users in the registration or purchasing process or through any communications with us.

5.2 License. Solely to enable Zebratrade to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. Zebratrade will only use Your Information in accordance with our Privacy Policy (at http://www.zebratrade.com/privacypolicy).

6. Access and Interference.

You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our Website pages or the content contained herein without our prior expressed written permission. You agree that you will not interfere or attempt to interfere with the proper working of our Site or any transaction being conducted through our Website. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on our Site is updated on a real time basis and is proprietary. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for Your Information) from our Website without the prior express written permission of Zebratrade or the appropriate third party authorised to grant such permission.

7. Breach.

Without limiting other remedies available to Zebratrade at law, in equity or under this Agreement, we may, at our sole discretion, immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you if:
a. you breach this Agreement, the Privacy Policy or the terms and policies those documents incorporate by reference;
b. we are unable to verify or authenticate any information you provide to us; or
c. we believe that your actions may cause legal liability for you, our users or us.


Zebratrade has a Privacy Policy which applies to all users of the Website and is incorporated into this User Agreement by reference. Our current Privacy Policy is available at http://www.zebratrade.com/privacypolicy. You must read and accept our Privacy Policy upon registration and each time you place an order on the Website in order to use our Website, and you will continue to be bound by its provisions (and any amendments we make to the Privacy Policy) while you are a user of the Website. We may use third parties to verify and certify our privacy practices.

9. No Warranty.


9.2 To the extent that Zebratrade and all affiliates and related entities of Zebratrade are able to limit the remedies available under this Agreement, and subject to Clause 10 of this Agreement, Zebratrade and all affiliates and related entities of Zebratrade expressly limit their liability for breach of a non-excludable condition or warranty implied by virtue of any legislation to the following remedies (the choice of which is to be at Zebratrade's sole discretion):
a. in the case of goods, any one or more of the following:
i. the replacement of the goods or the supply of equivalent goods;
ii. the repair of the goods;
iii. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
iv. the payment of the cost of having the goods repaired; and
b. in the case of services:
i. the supply of the services again; or
ii. the payment of the cost of having the services supplied again.

10. Liability Limit.


10.2 Notwithstanding the above provisions, nothing in this Agreement is intended to limit or exclude any liability on the part of Zebratrade and its affiliates and related entities where and to the extent that applicable law prohibits such exclusion or limitation.

11. Indemnity.

You agree to indemnify and hold Zebratrade and (as applicable) our parent, subsidiaries, affiliates, representatives, officers, directors, agents, and employees, harmless from and against any claims, demands, proceedings, losses and damages (actual, special and consequential) of every kind and nature, known and unknown, including reasonable solicitors' fees, made by any third party due to or arising out of your breach of this Agreement or the terms and policies it incorporates by reference, or your violation of any law or the rights of a third party.

12. Legal Compliance.

You shall comply with all applicable domestic (including common law) and international laws, statutes, ordinances and regulations regarding your use of the Website. For more information about legislation which may apply to you, please refer to your legal advisers. Notwithstanding the successful conclusion of a transaction on our Website, you must ensure strict compliance with any particular formalities which, if not complied with, will either render a transaction void or unlawful. YOU ALONE, AND NOT ZEBRATRADE (Zebratrade), ARE RESPONSIBLE FOR CONFIRMING THAT YOUR ACTIVITIES ARE LAWFUL. YOU MUST ENSURE THAT YOU COMPLY WITH ALL APPLICABLE LAWS. YOU MUST ALSO ENSURE THAT YOU COMPLY WITH ALL CLAUSES OF THIS USER AGREEMENT AND THE PRIVACY POLICY, AND ALL OTHER TERMS AND POLICIES INCORPORATED BY REFERENCE IN THOSE DOCUMENTS.

13. No Agency.

You and Zebratrade are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

14. Notices.

Except as explicitly stated otherwise, any notices shall be given by registered ordinary post (or if posted to or from a place outside Australia, by registered airmail) to Chief Operating b Officer, Zebratrade Australia Pty Ltd, 97 Kurrajong Avenue, Mount Druitt, NSW 2770, AUSTRALIA (in the case of Zebratrade) or such other address that we incorporate into this User Agreement or to the email address you provide to Zebratrade during the registration process (in your case) or any other address that you have provided to us. Alternatively, we may give you notice by certified airmail, postage prepaid and return receipt requested, to the address provided to Zebratrade during the registration process, or as updated by you as relevant. Any notice shall be deemed given (a) if sent by email, 24 hours after email is sent, unless the sending party is notified that the email address is invalid, (b) if sent by pre-paid post, three Business Days after the date of posting, and on the seventh Business Day if sent to or posted from outside Australia. For purposes of this section, "Business Day" means a day on which banks are open for general business in Sydney, New South Wales, other than a Saturday, Sunday or public holiday.

15. Arbitration.

Any controversy or claim arising out of or in connection with this Agreement may, at our discretion, be settled by binding arbitration by reference to a commercial disputes centre. You agree to be bound by the ruling arbitrator. The costs of the dispute are to be borne by the originator.

16. Additional Terms.

The following document(s) is/are incorporated into this User Agreement by reference, and you agree to be bound by the terms and policies outlined in these document(s). Any changes to the policies set out below will be notified on the Site.

16.1 Incorporated documents - Zebratrade’s Privacy Policy

17. General.

This Agreement shall be governed in all respects by the laws of the State of New South Wales, Australia. All users of this Site irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia. The provisions of this Agreement are severable, and if any provision of this Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by Zebratrade, at our sole discretion, to a third party in the event of a merger or acquisition. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.    The singular includes the plural and conversely. A gender includes all genders. Where a word or phrase is defined, its other grammatical forms have a corresponding meaning. A reference to a person includes a body corporate, an unincorporated body or other entity and conversely. A reference to any party to this Agreement or any other agreement or document includes the party's successors and permitted assigns. A reference to any agreement or document is to that agreement or document as amended, novated, supplemented, varied or replaced from time to time, except to the extent prohibited by this Agreement or that other agreement or document. A reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You agree that this Agreement may not be construed adversely against us solely because we prepared it. This Agreement and the terms and conditions incorporated herein set forth the entire understanding and agreement between us with respect to the subject matter hereof. Sections 2 (Fees and Services) with respect to fees owed for our services, 3.1 (Release), 5.2 (License), 6 (Access and Interference), 10 (Liability Limit), 11 (Indemnity) and 15 (Arbitration) shall survive any termination or expiration of this Agreement.

18. NSW Energy Savings Scheme

In this Clause

· “Agreement” means the terms of this Clause and any other Terms of this Agreement that are relevant

·  “We” refers to all of Users ("The Installer(s)"), the Import company, Zebratrade,  ZSN and Sustain Agility

· “Lighting Equipment” refers to the lighting equipment shown on the relevant invoice

· “The Installer” refers to a suitably licensed electrical person or company with public liability insurance of $20M OR a representative of a suitably licensed electrical person or company with public liability insurance of $20M

We agree that:

· The Installer has an agreement with Sustain Agility to undertake suitable lighting replacement projects and to supply all relevant documentation from these projects to permit Sustain Agility to produce Energy Saving Certificates under the NSW Energy Savings Scheme which have been assigned to Sustain Agility in advance by the customers of the projects (“ESC Documentation”)

· The Installer is buying the Lighting Equipment for these projects from ZSN on the following terms:

- The Installer has paid a deposit to ZSN towards the cost of the Lighting Equipment. This is shown on the relevant invoice and will be retained by ZSN until the activities detailed below have been finalised

- the deposit that The Installer has paid as listed on the invoice will be returned to The Installer by ZSN if The Installer supplies the fully completed ESC Documentation to Sustain Agility within 21 days of the date of the relevant invoice.
If ZSN does not have all of the Lighting Equipment in stock at the date of the relevant invoice, the 21 day period will commence from the date that ZSN does have all of the Lighting Equipment in stock and it is collected by the Installer.   

To be considered received within the 21 day period, the ESC Documentation must be returned to Sustain Agility and Sustain Agility must issue The Installer with a dated receipt confirming the receipt of the ESC Documentation showing its receipt within the 21 day period

- additionally, if The Installer supplies the fully completed ESC Documentation to Sustain Agility within the 21 day period, The Installer will receive a rebate from Sustain Agility at the rate shown on the relevant invoice within 7 days of supplying the completed ESC Documentation

- if The Installer does not supply the ESC Documentation within the 21 day period, The Installer will be liable to pay the outstanding balance of the cost of the Lighting Equipment as shown on the relevant invoice within 7 days of the expiry of the 21 day period. i.e. within 28 days of the date of the relevant invoice

- Sustain Agility may extend this 21 day period but any extension must be evidenced in writing and signed by an authorised representative of Sustain Agility. In the event that Sustain Agility does extend this 21 day period all other periods calculated in reference to this period will be extended by the same amount.



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