1. DELIVERY
   1. Delivery will be made to the delivery address nominated by the Customer and the Customer will be liable for all freight costs, unless the price quoted is specifically stated as including freight costs.
   2. Rayana will make all reasonable efforts to deliver, or make available for collection as appropriate, the Goods to the Customer on the nominated Delivery Date, but will be under no liability to the Customer should delivery not be made on the Delivery Date.
   3. Deliveries may be totally or partially suspended during any period in which Rayana may be prevented or hindered from delivering by any circumstances outside its reasonable control, including but not limited to, strikes, lockouts, raw material shortages, accidents or breakdowns of plant or machinery. The Customer acknowledges that in such an event Rayana will be under no liability or obligation to the Customer for any Goods not delivered during the period of suspension.
   4. If Goods the subject of one order by the Customer are delivered by more than one delivery, each delivery will be deemed to be sold under a separate contract. Failure by Rayana to deliver the whole of the order within the time stated on the order form will not entitle the Customer to repudiate the contract for the balance remaining undelivered.
       
2. PRICING
   1. Unless otherwise indicated, all prices quoted by Rayana are ex-store and inclusive of GST (as that term is used in A New Tax System (Goods and Services Tax) Act 1999) and invoices issued by Rayana will show the 10% GST which is included.
   2. All prices are subject to change by Rayana without notice.
   3. All prices quoted include standard packaging only, unless special packaging is requested and agreed to at the time of purchase.
   4. Rayana will do all things reasonably available to it to assist the Customer to claim, on a timely basis, any input tax credits the Customer may be entitled to claim for the acquisition of the Goods from Rayana. This includes Rayana maintaining its registered status for GST purposes, and issuing tax invoices for the Goods delivered to the Customer.
       
3. PAYMENT TERMS
   1. Credit terms will only be granted following receipt of an acceptable credit application. If credit terms are granted, the terms of payment will be net thirty (30) days from the date of each invoice issued in relation to each delivery of the Goods (unless otherwise agreed in writing).
   2. If the Customer makes default in any payment or commits a default pursuant to clause 6.5, then the date for payment of all monies owing and outstanding to Rayana, irrespective of whether the due date for payment as per the invoice has passed, will accelerate and become due and payable immediately. In such an event, Rayana may without prejudice to any other rights it may have, suspend further deliveries, require payment in advance for all such deliveries, or terminate any contract forthwith by written notice to the Customer.
   3. The Customer will pay interest on all overdue payments at the rate of 3% per annum above the Reserve Bank of Australia’s cash rate target on the due date for payment (or such other rate as Rayana may specify from time to time) from the due date for payment until the date that payment is actually made.
       
4. WARRANTY AS TO QUALITY
   1. The Customer has the benefit of the conditions and warranties implied by the Trade Practices Act 1974 Commonwealth and similar provisions of State and Territory legislation. Nothing herein excludes, limits, restricts or modifies any statutory obligation of Rayana or any rights, entitlements and remedies conferred upon the Customer, except to the extent permitted by such legislation.
   2. Rayana warrants that the Goods supplied will be of merchantable quality. If the Goods are not of merchantable quality upon receipt by the Customer, the Goods may be returned in accordance with Rayana’s Returns Policy set out below.
       
5. RETURNS POLICY
   1. Within 14 days of delivery of the Goods and subject to the following provisions, the Customer at the Customer’s own cost may return new, unopened Goods sold and fulfilled by Rayana for a full refund of the price of the Goods provided that the returned Goods are packaged in their original packaging or in similar manner to the original packaging in which the Goods were delivered to the Customer.
   2. The refund for returned Goods that are not damaged, faulty or otherwise defective, will be subject to deduction of the original delivery cost charged by Rayana.
   3. If the Goods have been damaged, whether in transit or otherwise, or are faulty or defective, and the Customer wishes to have the Goods replaced, Rayana will reimburse the Customer’s cost of return delivery up to a maximum of the original delivery cost charged, and will bear the cost of delivering the replacement Goods to the Customer.
   4. If the Goods have been damaged, whether in transit or otherwise, or are faulty or defective, and the Customer wishes to have a refund, Rayana will refund in full the price of the Goods. Rayana will also bear the original delivery cost and will reimburse the Customer’s cost of return delivery up to a maximum of the original delivery cost charged.
   5. This Returns Policy is subject to the Customer first contacting Rayana (Tel: 02 9637 1989 or Email: info@kidsbits.com.au) to obtain a Return Authorisation Number (RAN). Where the Customer notifies Rayana that the return is in respect of Goods claimed to be damaged or faulty, Rayana may at its discretion direct a mode of return delivery by which the Customer does not need to prepay the return delivery.
   6. The packaging in which the Goods are returned must prominently display Rayana’s RAN on the exterior and a copy of Rayana’s original invoice marked with the RAN must be packaged with the Goods. Goods returned by mail must be addressed to:
      
      Kidsbits
      PO Box 264
      Merrylands NSW 2160
       
   7. To the extent permitted by law, Rayana will not accept returns of the following items:
      1. gift certificates.
      2. items marked as special promotional items.
      3. any item that has obvious signs of use or is not returned in the condition in which it was received.
      4. any CD, DVD, VHS tape, software, video game, cassette tape, or vinyl record that has been opened or taken out of its plastic wrap, unless such item it is defective; and
      5. any item that is not returned within 14 days of delivery to the Customer.
          
6. PASSING OF TITLE AND RISK:
   1. The risk in the Goods purchased from Rayana by the customer will pass to the Customer upon delivery by Rayana to the Customer, its agent or its commissioned carrier.
   2. Ownership and property in the Goods will not pass to the Customer but will remain with Rayana until such time as:
      1. full payment is made by the Customer to Rayana for the Goods and there are no other amounts owing to Rayana by the Customer; or
      2. the Customer sells the Goods to its customers in the ordinary course of business.
      3. Until ownership and property in the Goods passes to the Customer, the Customer will:
         1. hold the Goods on trust and as a fiduciary bailee for Rayana;
         2. store the Goods in a way that clearly manifests Rayana's title and ownership in the Goods and in a manner which enables the Goods to be cross-referenced to particular invoices;
         3. permit a representative of Rayana to enter upon the Customer's premises at a time reasonably chosen by Rayana to inspect the Goods.
      4. If the Customer makes default in any payment of an amount due to Rayana or an event of default as specified in clause 6.8 hereof occurs, Rayana may without notice and without prejudice to any of its rights and remedies recover or resell the Goods or any part of them and may enter upon the Customer's premises to do all things necessary in order to take possession of the Goods. The Customer will be liable for Rayana's costs connected with the exercise of Rayana's rights under this clause, payable on demand.
      5. In the event that the Customer sells Goods in which Rayana retains title, the Customer in its capacity as trustee and fiduciary bailee will:
         1. hold the proceeds of sale in a separate bank account on trust for Rayana and not mix any other funds with such proceeds of sale; and
         2. pay to Rayana from such proceeds of sale, the amount which is owed by the Customer to Rayana at the time the Customer receives such proceeds of sale.
      6. In the event that the Customer breaches clause 6.5 and mixes other monies with the proceeds of sale being held on trust, then the Customer will continue to hold on trust and as a fiduciary bailee for Rayana, such part of the monies as relate to the goods supplied by Rayana. Such part shall be deemed to be equal in dollar terms to the amount which is owed by the Customer to Rayana at the time the Customer receives the proceeds of sale.
      7. In the event that:
         1. the Customer uses the goods in some manufacturing or construction process of its own or of some third party; and
         2. the product resulting from the manufacturing or construction process is sold by the Customer; then the Customer will hold on trust and as a fiduciary bailee, such part of the proceeds of sale as relates to the goods supplied by Rayana. Such part shall be deemed to be equal in dollar terms to the amount which is owed by the Customer to Rayana at the time the Customer received such proceeds of sale.
      8. Notwithstanding clause 3 hereof, payment for the Goods supplied by Rayana to the Customer will become due immediately upon the Customer committing any act of bankruptcy (if a natural person) or (being a company) appointing an administrator, or committing an act which entitles a third party to wind it up, or appoint a receiver, or receiver and manager to the Customer.
          
7. INDEMNITIES, LIABILITIES, RELEASES AND DISCLAIMERS
   1. Where Rayana utilises a design, or has followed an instruction by the Customer relating to the manufacture or delivery of the Goods, the Customer will indemnify and hold harmless Rayana from any and all claims, proceedings, judgments, prosecution, damages, losses, costs, expenses and liabilities made or recovered against Rayana as a result, whether direct or indirect, of any activity or undertaking by Rayana in accordance with those instructions involving an infringement of a patent, trade mark, registered or unregistered design, copyright, or as a result of the Customer's misassembly or design of the Goods, or failure to observe any markings, instructions or warnings on the Goods.
   2. The Customer will keep Rayana fully indemnified against all losses and expenses (including solicitor and client legal expenses) which Rayana may suffer or incur due to the failure by the Customer to observe its obligations under these terms and conditions, including losses and expenses arising from Rayana entering the Customer's premises and repossessing the Goods as provided for in clause 6.4.
   3. The terms conditions and warranties implied by law which cannot be excluded, restricted or modified apply to this agreement to the extent required by that law. Rayana excludes to the extent permitted by law any liability whether consequential or otherwise arising out of or in respect of the supply, re-supply, use or re-use of the Goods, howsoever arising including by virtue of representation, warranty, or express or implied condition or term.
   4. Subject to the release and indemnity below, to the extent permitted by law Rayana’s sole liability for breach of contract, breach of statutory duty, negligence, or other tort is limited at Rayana’s option to, in relation to Goods Rayana supplies:
      1. supplying the Goods again; or
      2. the payment of the cost of having the Goods supplied again.
   5. The Customer does not rely on any representation, warranty or other provision made by Rayana or on Rayana’s behalf which is not expressly stated in these terms and conditions.
   6. The Customer acknowledges some jurisdictions do not allow the exclusion or limitation of or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to the Customer.
   7. In no event will Rayana’s total cumulative liability to the Customer exceed AUD$100.
   8. The Customer releases Rayana from any liability to the Customer for any loss or damage suffered by the Customer arising from or related to Rayana’s supply or non-supply of Goods to the Customer.
   9. The Customer indemnifies Rayana from any claim made by a third party against Rayana for any loss or damage suffered by a third party arising from or related to Rayana’s supply or non-supply of Goods to the Customer.
   10. For the purposes of these terms and conditions:
       1. the expression loss or damage includes, but is not limited to, loss or damage caused by the loss of or damage to property, personal injury or death, damage to reputation or goodwill, as well as direct and indirect or consequential costs, losses, expenses, lost profits and lost savings; and
       2. the expression the supply or non-supply of Goods includes, but is not limited to an act or omission that constitutes or results in negligence, or other tort, or in a breach or alleged breach of contract or statutory duty.
   11. The Customer agrees that:
       1. the Customer’s use of the website, and any content downloaded or otherwise obtained through the use of the website, is done at the Customer’s own discretion and risk;
       2. the Customer is solely responsible for any damage to the Customer’s computer system or loss of data that results from the download of content available on or through the website;
       3. the website is provided on an "as is" and "as available" basis;
       4. to the extent permitted by law, Rayana disclaim all warranties of any kind in relation to use of the website and content on or accessible from the website, whether express or implied, including without limitation all implied warranties of merchantability, fitness for a particular purpose and non-infringement; and
   12. Rayana makes no warranty that:
       1. the website or Rayana will meet the Customer’s requirements;
       2. the website or Rayana services will be uninterrupted, timely, secure, or error-free;
       3. results that may be obtained from the use of the website or Rayana services will be accurate or reliable;
       4. the quality of any Goods, information or other material purchased or obtained on the website or through the Rayana service will meet the Customer’s expectations; and
       5. any errors in the software or information on or available through the website will be corrected;
   13. No advice or information, whether oral or written, obtained by the Customer from Rayana or accessible from the website creates any warranty not expressly stated in these terms and conditions.
        
8. PRIVACY STATEMENT
   1. Rayana recognises the importance of protecting the privacy of personal information. Personal information is information that can be used to identify a person. Rayana will treat the Customer’s personal information in accordance with the following privacy statement at all times.
   2. For each visitor to Rayana’s website, Rayana’s web server automatically recognises no information regarding the domain or email address. Rayana collects the email address of those who communicate with Rayana via email, aggregate information on which pages Customers access or visit, user-specific information on which pages Customers access or visit and information volunteered by the Customer, such as survey information and website registrations.
   3. The information Rayana collects is used for internal review; used to improve the content of Rayana’s website; used to customise the content and layout of Rayana’s website for individual Customers; and used by Rayana to contact Customers for marketing purposes.
   4. The personal information that Rayana collects from the Customer includes the details that the Customer submits when purchasing Goods or making an online inquiry. Rayana gathers this information so that it can adequately respond to the Customer’s request. If the Customer does not provide this information, Rayana will not be able to process the Customer’s order.
   5. Where credit card details are submitted to Rayana for a website purchase, Rayana takes every precaution to ensure that the Customer’s transaction is safe and secure. The Customer credit card details are encrypted automatically with 128 bit SSL (secure socket layer) security after the Customer enters them, and are deleted once the sale has been processed.
   6. Personal information that the Customer submits is used only for the purpose for which it is submitted. For orders for Goods, name and address information is used so that Rayana, and its contracted logistics providers, can successfully deliver the Customer’s order to the nominated address. Financial information is collected so that Rayana can successfully complete the financial transaction.
   7. Rayana may contract with third parties to handle the fulfilment of the Customer order (ie a freight or courier company). Rayana requires these third parties to use personal information only for the specific purpose for which it is collected. No information is given to third parties for other purposes without the Customer’s consent.
   8. Cookies are pieces of information that a website host computer transfers to the Customer’s computer's hard disk to assist in tracking web site usage. Most web browsers are set to accept cookies, although users can disable this feature by adjusting the browser’s properties. Sometimes cookies are necessary to enable a transaction to take place. Cookies do not personally identify users, although they do identify a user's browser. Cookies are used by Rayana to estimate our number of customers and determine overall traffic patterns through this website.
   9. Rayana strives to ensure the security, integrity and privacy of personal information submitted to this website. Unfortunately, no data transmission can be guaranteed to be totally secure. Although Rayana aims to protect the Customer’s personal information, Rayana cannot guarantee the security of any information the Customer may transmit to Rayana, or Rayana’s transmissions to the Customer.
   10. Personal information may be disclosed as required by law or in special situations where Rayana has reason to believe that doing so is necessary to identify, or bring legal action against anyone damaging, injuring, or interfering with Rayana’s rights and property, or anyone else who could be harmed by such activities.
   11. The Customer can access the Customer’s personal information held by Rayana or instruct Rayana to amend the Customer’s personal information by using any one of the methods described in the contact information below.
   12. If the Customer does not want to receive email from Rayana in the future, please let Rayana know by sending an email, calling or writing, and telling Rayana that the Customer does not want to receive email from Rayana. Rayana’s contact information is:
       
       Email: info@kidsbits.com.au
       
       Mail: Kidsbits
       PO Box 264
       Merrylands NSW 2160
        
9. COPYRIGHT
   1. All copyrightable materials on this website including without limitation the Kidbits logo, design, text, graphics, pictures, sound files and other files, and the selection and arrangement thereof (collectively the "Materials") are ALL RIGHTS RESERVED Copyright © 2005 Rayana Pty Ltd.
   2. Except as stated herein, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of Rayana or the respective copyright owner. Permission is granted to display, copy, and download the Materials on this website for personal, non-commercial, and informational use only; provided that, the Customer may not, without the permission of Rayana or the respective copyright owner:
      1. copy, publish, or post any Materials on any computer network or broadcast or publications media;
      2. modify the Materials; and
      3. remove or alter any copyright and other proprietary notices contained in the Materials.
          
10. GENERAL
    1. Undefined references used in these terms and conditions have the meanings assigned to those references in any sales form completed by the Customer when purchasing Goods.
    2. Where the context allows, the singular form of a word used in these terms and conditions includes plural forms of the word and vice versa, and a word denoting any gender includes all genders.
    3. These terms and conditions and all the Goods supplied by Rayana are subject to the laws of the State of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts in the State of New south Wales, Australia.
    4. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, legality and enforceability of the remaining provisions shall not be affected.
    5. The terms and conditions appearing herein are incorporated into all agreements between Rayana to supply the Customer with the Goods, irrespective of other terms appearing in documentation provided by the Customer.
    6. The Customer shall not set off against the price of the Goods any amounts due from Rayana to the Customer.
    7. Failure or delay by Rayana in exercising any right, power or privilege available to it will not operate as a waiver thereof nor will the exercise by Rayana of any right, power or privilege prevent it from exercising any other rights, powers or privileges available to it.
    8. Rayana may licence or subcontract all or any part of its rights and obligations without the Customer’s consent.
    9. These terms and conditions constitute the entire agreement between the Customer and Rayana and governs the Customer’s use of Rayana services, superceding any prior agreements between the Customer and Rayana.
    10. Rayana reserves the right to review these terms and conditions from time to time at any time. Where there is to be any change in these terms and conditions, that change will take effect from the date on which Rayana notifies the Customer of such change or makes changes to these terms and conditions on its website.

Version 3.1 November 2005