TERMS OF SALE

Thank you for visiting the Delos Australia Online Shop (together with all microsites or subdomains hosted thereunder) (the “Site”). These Terms of Sale (the “Terms”) along with the Privacy Policy incorporated herein apply to any purchase of products (“Products”) made by any end-user customer on the Site. These Terms, when agreed to by you, will form a binding agreement between you and Delos Welltek Australia Pty Ltd (collectively “Delos,” “we,” “us,” “our,” and other similar pronouns).  The terms “you” and “your” and other similar pronouns mean any person or entity who uses the Site to make a purchase.

You acknowledge and agree that the Site and the Products may not be designed for use outside of the Territory and some or all of the features of the Site and Products may not work or be appropriate for use outside of the Territory. If you choose to access the Site and/or use the Products outside of the Territory, you do so at your own risk and you are solely responsible for complying with all laws applicable in such jurisdiction.

You acknowledge and agree that you are purchasing each Product solely for your own personal, or internal business, use.  You agree that you will not offer the Products for sale to any person or entity.  Delos reserves the right to cancel any purchase of any Product by a reseller. 

In the event that the you wish to integrate any Products with the DARWIN wellness intelligence network (the "Network"), you are required to purchase, or already have obtained, authorized access to the Network.  Your use of the Network is subject to the applicable Network terms and conditions.

1. Acceptance of Terms.Your use of the Site to make a purchase indicates your acceptance of these Terms. If you do not accept these Terms, do not use the Site or make any purchase on the Site. From time to time these Terms may be revised by updating this document and posting it on the Site, so please review these Terms each time prior to making a purchase on the Site. Every time you make a purchase on the Site, the Terms in force at that time will apply to such purchase.

2. Purchases on behalf of a Company. If you are purchasing any Products via the Site on behalf of an entity with which you are employed, engaged or associated (“Company”): (i) you agree that Company shall be bound by these Terms; (ii) you represent that you have full legal authority to bind Company to these Terms; and (iii) as used in these Terms, the term “you” or “your” refers to the Company (and its officers, directors, employees and agents) identified in the information submitted during the purchasing process.

3. Pricing and Availability. The price of for each Product is provided on the Site, provided that prices are subject to change at any time, but changes will not affect any order you have already placed. Please note that Delos uses a third party payment processor to link your credit card to your purchase on the Site, and the processing of your payments will be subject to the terms, conditions and privacy policies of the payment card processor and your credit card issuer, as applicable, in addition to these Terms.  Unless otherwise indicated on the Site, Product pricing is exclusive of GST where applicable, which will be presented to you and charged during the checkout process. All Products offered on the Site are subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue offering certain Products without prior notice.

4. Payment. By providing a credit card or other payment method accepted by Delos, you represent and warrant that you are authorized to use the designated payment method, and you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your order (including any applicable taxes and other charges detailed at checkout). If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with your order.

5. Site Transactions. We reserve the right to refuse any order you place with us the Site. We may, in our sole discretion, limit or cancel quantities purchased per person, per Company or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

6. Accuracy of Billing and Account Information. You agree to provide current, complete and accurate purchase and account information for all purchases made via a Site. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

7. Delivery and Delays. Prices for the Products do not include shipping and handling costs.  Shipping and handling charges are based on the shipping method and the size of your Product order. When you make a purchase on the Site, the shipping and handling charges are estimated and will be presented and charged to you during the checkout process. The delivery address you provide must be an address within Australia and cannot be a freight forwarding location. We are also unable to deliver to PO boxes.  Shipping dates are approximate and based upon prompt receipt of all necessary information. Delos will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations if such failure or delay is caused by or results from any act or neglect of the shipper, carrier or any other person, including sub-contractors, suppliers or supplier’s plants, or by any embargo, hostilities, war, civil disturbance, strike or other labour difficulties, shortages or inability to obtain seizure or requisition, force majeure, or by reason of any other cause, whether domestic or foreign, whether direct or indirect, beyond the reasonable control of Delos.

8. Title and Risk of Loss. Risk of loss, and title, to the Products shall pass to you upon our delivery of the Products to the carrier.

9. Installation. There may be applicable laws relating to the installation of a particular Product. You should check that you are in compliance with all relevant laws in your jurisdiction. We are not responsible or liable for any injury or damage caused by or resulting from the installation of any Products.

10. Returns or Exchanges; Warranties. No returns or exchanges of Products are permitted, provided that the foregoing is not intended to exclude or limit any rights which you may have under the Australian Consumer Law. Products are subject to any applicable limited warranty contained on the Site (the “Limited Warranty”).
    
    Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

11. Personal Data and Privacy. By placing an order for Products on the Site, you agree and understand that we may store, share, process and use your personal information collected through the purchase process for the purposes of processing the order. For more information about how we may use such personal information, please view our Privacy Policy.

12. Passwords and Log-in information. You may have the opportunity to create an account on the Site. To help protect the security of the Site and your information, you should follow security best practices such as protecting your user name and password. You are responsible for maintaining the confidentiality of your information and password, and you are responsible for all uses of your account and registration, whether or not authorized by you. Do not share your password or user name with any other person. In the event you become aware of misuse or unauthorized use of your user name or password, it is your obligation to notify Delos. Delos shall have no responsibility for lost or misused usernames or passwords or for unauthorized access to them.

13. Disclaimer of Warranties, Indemnification and Limitations of Liability.
1. Third Party Information or Site. The Site displays the content, services, products or hyperlinks of other companies or persons. Notwithstanding the presentation of any third party information on the Site, no such presentation shall be considered an endorsement, representation or warranty, either express or implied, by Delos on behalf of or any third party. In addition, Delos does not endorse, warrant or otherwise guarantee the substance of any information posted by users or third parties on the Site. Delos shall have no liability or responsibility whatsoever for the content, subject matter or substance of any information accessed or obtained from any third party websites accessed from the Site. We encourage you to review the applicable terms of use and privacy policy of such third party website.
2. Accuracy of Information. Delos makes no representations or warranties regarding the truthfulness, accuracy, completeness, timeliness or reliability of any information submitted by Site users, or of any other form of communication engaged in or information exchanged by Site users. Information on the Site may contain inaccuracies or typographical errors. You acknowledge that any reliance on information submitted by users or on any other form of communication with users will be at your own risk.
3. DISCLAIMER OF WARRANTIES. EXCEPT AS STATED IN THE LIMITED WARRANTY, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (I) THE SITE, ALL CONTENT MADE AVAILABLE ON OR PROVIDED THROUGH THE SITE AND ALL PRODUCTS ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY WHATSOEVER AND (II) DELOS DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, LOSS OF DATA, FITNESS FOR PARTICULAR PURPOSE, AVAILABILITY, SECURITY, ACCURACY, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. DELOS (FOR PURPOSES OF THIS PARAGRAPH, EITHER ITSELF AND/OR THROUGH ONE OR MORE OF ITS AFFILIATES) INVESTS IN, OWNS, AND/OR INTERNALLY DEVELOPS CERTAIN PRODUCTS AND SERVICES MENTIONED AND/OR SOLD ON THE SITE. DELOS AND ITS AFFILIATES ALSO MAINTAIN DISTRIBUTION AND OTHER CONTRACTUAL ARRANGEMENTS WITH THIRD PARTY PROVIDERS OF SUCH PRODUCTS AND SERVICES. THEREFORE, DELOS MAY BENEFIT COMMERCIALLY FROM THE SALE OR PROVISION OF THESE PRODUCTS AND SERVICES. AN INDIVIDUAL’S HEALTH AND WELL-BEING ARE DETERMINED BY A NUMBER OF FACTORS PARTICULAR TO THAT INDIVIDUAL, OTHER THAN THAT INDIVIDUAL’S CURRENT ENVIRONMENT. THESE FACTORS INCLUDE BUT ARE NOT LIMITED TO, PERSONAL CURRENT AND PAST CONDUCT, GENETICS, FAMILY HISTORY, AND PSYCHOLOGICAL FACTORS. DELOS IS NOT A LICENSED HEALTHCARE PROVIDER, AND MAKES NO REPRESENTATIONS OR WARRANTIES THAT ANY OF ITS SERVICES OR RECOMMENDATIONS, OR ANY PRODUCTS SOLD OR RECOMMENDED, WILL CURE ANY ILLNESSES OR DISEASES, IMPROVE THE OVERALL HEALTH OR WELL-BEING OF ANY SPECIFIC INDIVIDUAL(S), OR CAUSE A SPACE TO BE FREE FROM BACTERIA, VIRUSES, ALLERGENS, VOLATILE ORGANIC COMPOUNDS, OR OTHER PATHOGENS. NEITHER DELOS’S SERVICES NOR THE INFORMATION DISPLAYED ON THE SITE CONSTITUTE THE PRACTICE OF MEDICINE OR THE PROVISION OF ANY PROFESSIONAL HEALTHCARE SERVICES, DIAGNOSIS OR TREATMENT, AND NOTHING DISPLAYED ON THE SITE SHOULD BE CONSIDERED, OR USED AS A SUBSTITUTE FOR, MEDICAL ADVICE, DIAGNOSIS OR TREATMENT.
   
   FURTHERMORE, SOME OF THE PRODUCTS AND MATERIALS MENTIONED AND/OR SOLD ON THE SITE MAKE USE OF SUBSTANCES WHICH ON RARE OCCASIONS MAY CAUSE AN ALLERGIC OR OTHER ADVERSE REACTION IN SOME PEOPLE. DELOS MAKES NO WARRANTIES THAT THE PRODUCTS AND MATERIALS RECOMMENDED BY IT WILL NOT AFFECT PEOPLE WITH SUCH ALLERGIES OR PROPENSITIES FOR OTHER ADVERSE REACTIONS, AND DELOS ASSUMES NO LIABILITY FOR ALLERGIC OR OTHER ADVERSE REACTIONS TO PRODUCTS OR MATERIALS MENTIONED AND/OR SOLD ON THE SITE. 
4. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL (I) DELOS OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOSS OF GOODWILL, PERSONAL OR PROPERTY DAMAGE), WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DELOS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (II) DELOS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR THE PRODUCTS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EXCEED THE TOTAL OF THE AMOUNTS PAID TO DELOS FOR THE PRODUCT(S) SOLD HEREUNDER THAT ARE THE BASIS OF SUCH CLAIM.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

14. Indemnification.You agree to indemnify, defend and hold harmless Delos and its affiliates and their respective employees, officers, directors, agents, and investors (collectively, the “Indemnified Parties”) harmless from and against any and all liabilities, claims, causes of actions, damages, losses, costs and expenses, including but not limited to, attorneys’ fees and costs of suit, arising out of or relating to: (a) your use of the Site; (b) your violation of these Terms; or (c) your violation of any law or the rights of any third party. Delos reserves the right, at your expense, to assume the exclusive control of the defense and settlement of any claim for which you are required to indemnify any of the Indemnified Parties hereunder and you agree to fully cooperate with our defense and settlement of such claim. You agree not to settle any such claim without Delos’ prior written consent. Delos will use reasonable efforts to notify you of any such claim upon becoming aware of it.

15. Intellectual Property Rights.
1. All text, images, sounds, videos, graphics, design, courses, programming, code, software, and other content appearing in or on the Site (“Content”) is the sole property of Delos or their respective owners and is protected by copyright law, trademark law and international treaties. Delos authorizes you to view (and download a single copy of) the Content on the Site solely for your personal, non-commercial use. You may not reproduce, modify, display, sell, or distribute the Content, or use it in any other way for public or commercial purpose. The foregoing limitations include, but are not limited to, copying or adapting the HTML code used to generate Web pages on the Site, as well as any graphics.
2. The “look” and “feel” of the Site (including color combinations, layout, design and all other graphical elements) are also protected by copyright and trademark law. All product names, names of services, trademarks and service marks including by way of example and not limitation Delos™ and DARWIN™ (“Marks”) are the property of Delos or the property of their respective owners. You may not use the Marks for any purpose whatsoever other than as permitted by these Terms. Nothing contained in these Terms is intended to confer upon or assign to you any right, claim, title or interest in or to any Delos’ intellectual property or proprietary rights.

16. Termination of Access to Site.Users of the Site who violate these Terms may be denied access to the Site at the sole discretion of Delos.

17. Electronic Communications. When you use the Site or send emails to Delos, you are communicating with us electronically. After you make a purchase on the Site, we will collect and store your email address, and you agree that we may use your email address to send information about Delos’ products and services, until and unless you opt-out of receiving such messages.  Further, you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

18. General.These Terms are governed by the laws of Victoria, Australia. Jurisdiction for any claims arising under these Terms shall lie exclusively with the courts located within Victoria, Australia. These Terms constitute the entire agreement between you and Delos regarding the use of the Site and purchase of any Products. The section titles in these Terms are for convenience only and have no legal or contractual effect. You and Delos agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Delos, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all modifications to these Terms must be in a writing signed by both parties (except as otherwise provided herein). No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Delos in any respect whatsoever. If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. The failure of Delos to enforce any term or condition of these Terms shall not be deemed a waiver thereof and shall not prevent its later enforcement. These Terms, and any associated rights or obligations, may not be assigned or otherwise transferred by you without Delos’ prior written consent. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Account, in any way (by operation of law or otherwise) without Delos’ prior written consent. We may transfer, assign or delegate these Terms and our rights and obligations without consent. These Terms are binding upon any permitted assignee.

Last Updated:  July 05, 2019