Terms and Conditions

Effective Date: 10 December 2021

1. These terms

Please read these terms carefully before placing any pre-sales order for products sold by Rapid Response Revival for delivery in Australia. By placing an order you agree to be bound by these terms.

1.1 What these terms cover.

  1. CellAED, our portable automated external defibrillator (AED) product (the Product) is not currently ready for delivery, but these are the terms on which we will sell to you and so reserve Products for you during our pre-sale period which we intend will be available to be delivered to you when our manufacturing and delivery commences in 2022 (we call these sales "pre-sales" in these terms or they are called "pre-order" or "pre-purchase" on our website).
  2. These terms govern pre-sales of Products by RRR International Pty Ltd (trading as Rapid Response Revival) to customers in Australia through our website: www.cellaed.io who are: (a) individual consumers; or (b) business customers, for personal and own-internal business use.
  3. If you are a wholesaler, reseller or otherwise wish to purchase Products (other than for your own private or internal business use), then please contact us at [email protected] to discuss your commercial pre-sale order as you may not reserve Products through the pre-sale options on our website and such commercial pre-sale orders may be cancelled by us, at our discretion.

1.2 Why you should read them. Please read these terms carefully before you submit your pre-sales order to us for delivery into Australia. These terms tell you who we are, how we pre-sale Products, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss. You should print a copy of these terms or save them to your computer for future reference.

2. Information about us and how to contact us

2.1 Who we are. We are RRR International Pty Ltd (trading as Rapid Response Revival), a company registered in Australia. Our company Australian business registration number is ABN 53 631 593 470 and our registered address is 126 Bonds Road, Riverwood NSW 2210 Australia.

2.2 How to contact us You can find out how to contact us on the 'Contact' page of our website.

2.3 How we may contact you. We have to contact you regarding your pre-sale order we will do so by writing to you at the email address or postal address you provided to us or calling you on the telephone number you provided to us in your pre-sale order. We may also contact you for other purposes where you have consented to this as part of visiting our website or placing your pre-sale order.

2.4 Language. These terms are made only in the English language.

3. Our contract with you

3.1 How we will accept your pre-sale order. Placing a pre-sale order and making any pre-sale order payments does not guarantee availability of or delivery of the Product, but represents an offer from you to buy one or more units of the Product when it becomes available for delivery in Australia, subject to these terms. When you place a pre-sales order to purchase the Product from us, we will send you a message confirming receipt of your order and containing the details of your pre-sales order (Order Receipt Confirmation). The Order Receipt Confirmation that you receive from us when you place your pre-sales order is an acknowledgement that we have received your pre-sales order, and does not confirm our acceptance of your offer to buy the Product(s) ordered.

3.2 How we will provide the Product to you. We may make the Product available to customers on a purchase basis, a rental basis or both. In Australia, pre-sales orders will be on the basis of a purchase but we may offer and make available to you to convert the pre-sales order to a rental basis (subscription) order (for which separate rental associated terms and conditions will apply and be provided to you at the time) before your final order for the Product is accepted.

3.3 Staying in touch before dispatch of the Product. We will contact you from time to time, following the placement of your pre-sale order, to keep you informed of updates in respect of the Product and also scheduled dates for release and delivery of the Product in Australia. For more information on how we may use your information to stay in contact with you please see our [ Privacy Notice ] which is incorporated into and forms a part of these terms.

3.4 Final order confirmation. Prior to when the Products in your pre-sale order are ready to be dispatched we shall contact you and provide all pre-contract information that you require (and which we are required to provide to you by applicable law) in respect of your pre-order for the Product. This will include final details of the basis upon which we are making the Product available to you (purchase and/or rental) and the delivery arrangements and your rights as a consumer of the Product. Additional terms and conditions will apply at that time to the supply of the Products and we will provide a copy of these to you before we ask you to confirm that you would like to proceed with the purchase. We will ask you to confirm: (1) that you wish to purchase (or, where available, rent) the Products in your pre-sales order and provide you with information on how to complete your purchase (or where available, rental), including payment details for any amounts due; and (2) your acceptance of our terms and conditions which apply at that time to the purchase/rental of the Product. Once we have received your confirmation and acceptance and payment of any balance which may be due from you (for example, this would be due when you put a deposit down for the Products only) for the Products we will send you an e-mail to confirm the purchase and to advise you of the proposed scheduled date for dispatch of the Products to you ( Final Order Confirmation).

3.5 Final Order acceptance on Dispatch confirmation. The final contract between you and us for the sale (or where available, rental) of the Products (that is, the final sale, not the contract for the pre-order or pre-sale) will only be formed when we accept your offer and conclude it by:

  1. sending you the Final Order Confirmation and (ii) we dispatch the Product to you; and
  2. we send to you an email confirming that we have dispatched the product to you (Dispatch Confirmation).

If your order is dispatched in more than one package, you may receive a separate Dispatch Confirmation for each package, and each shipment confirmation and corresponding dispatch will conclude a separate contract of sale between us for the Product specified in that Dispatch Confirmation.

3.6 Correcting input errors. Our order process allows you to check and amend any errors before submitting your pre-sale order to us. Please check the pre-sale order carefully before confirming it. You are responsible for ensuring that your pre-sale order is complete and accurate.

3.7 If we cannot accept your order. We reserve the right to accept or reject your order. If we are unable to accept your order, we will inform you of this in writing and we will refund you in full for the amount paid by you for your order (see clause 8 below). This might be because of unexpected limits on our resources which we could not reasonably plan for or because we have identified an error in the price or description of the Product. Where we offer the Product on a discounted price during the pre-sales period, we reserve the right to place a limit on the number of Products that can be ordered for the discounted pre-sale price.

3.8 Your order number. We will assign an order number to your pre-sales order and tell you what it is when we send you the Order Receipt Confirmation. It will help us if you can tell us the order number whenever you contact us about your pre-sales order.

3.9 We only sell to certain locations. Our website is solely for the promotion of our Product in the locations on our website cellaed.io. Unfortunately, we do not accept pre-sales orders for delivery to customers outside of these locations. If you are in a location outside of those listed and you agree to us contacting you, we can let you know when the Product is available in your location.

3.10 We do not sell to Children. We do not sell Products for purchase by children. If you are under 18 you may purchase the Products only with the involvement of a parent or guardian.

4. Our Product and our rights to make changes

4.1 Products may vary slightly from the Products pictures. The images of the Products and packaging on our website are for illustrative purposes only.

4.2 Changes to the Products. We have included a description of our Products on our website. We may make changes to the Products from the specification set out on our website at the time you make your pre-sales order. Such changes may be required to reflect changes in applicable laws and regulatory requirements relating to the sale of medical devices or to implement minor technical adjustments and improvements, for example to address a security threat. The final specification of the Products and any changes will be made known to you before Final Order Confirmation, in accordance with clause 3.

5. Your rights to make changes

If you wish to make a change to your pre-sales order please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the prices of the Product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract (see clause 7 - Your rights).

6. Providing the Products

6.1 Products not for your resale. We only supply the Products for personal use or for internal use by your business, and you agree that you are not entitled to order pre-sales Products for any commercial resale purposes. We reserve the right to cancel any order, upon written notice, where this has been placed for Products which will be used for commercial resale. We sell Products only in quantities which correspond to the typical needs of an average household or business and we may refuse orders for quantities that exceed this. This applies both to the number of Products ordered within a single order and the placing of several orders for the same Product. If you are a wholesaler or other reseller contact us at [email protected] to discuss your requirements.

6.2 Delivery costs. We are unable to determine the exact arrangements for delivery during the pre-sales phase. The delivery arrangements and the method by which we will calculate the costs of delivery will be displayed on our website. After any pre-sales period in which there are no delivery costs payable (where stated on our website as not payable), delivery costs will be notified to you before Final Order Confirmation.

6.3 You will need to pay taxes. Delivery of the Products may be subject to applicable taxes which will be applied before Dispatch Confirmation. Please note that we have no control over these charges and they can change. You will be responsible for payment of any such taxes, which will be notified to you and included as part of the pricing for your final order before Final Order Confirmation. You consent to receive our sales invoices electronically. Electronic invoices will be made available in pdf format for each delivery.

6.4 When will we provide the Product. During the pre-sales period, we will keep you updated in relation to the release date for delivery of the Products in Australia. We will let you know when the Products have been released for general sale in Australia at which point we will also provide you with an updated estimated delivery date. The scheduled dispatch and delivery date will be confirmed in the Final Order Confirmation.

6.5 We are not responsible for delays in the release date. The release date for the Products is dependent on the progress of our development and manufacturing processes, so any estimated dates provided on the website and in our communications with you are subject to change. We will use our reasonable efforts to contact you as soon as possible to let you know about any delays in the release date. We will not be liable for any changes to the release dates advertised by us.

6.6 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the Products to you, for example, your contact details, or the applicable language for the Product. If so, this will have been stated in the description of the Product on our website or otherwise notified to you. We will contact you to ask for this information, if it has not been provided by you in the pre-sale order. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract or make delivery of the ordered Products subject to an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the Products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

7. Your rights

7.1 You can always end your contract with us. You can cancel your pre-sales order and end the contract with us at any time before Final Order Confirmation as described in clause 3. We will provide you with a refund of the amount you have paid in respect of that cancelled order in that case.

7.2 Tell us you want to end the contract. To cancel your pre-sales order and end the contract with us before Final Order Confirmation, please let us know by doing one of the following:

  1. Online. Contact us using the General Enquiries Form set out on the 'Contact' page. Please provide your name, home address, details of the order, order number reference and, where available, your phone number and email address.
  2. Email. [email protected] Please provide your name, home address, details of the order, order number reference and, where available, your phone number
  3. By post. including details of the order, order number reference, your phone number, email address and your name and address.

7.3 Australian Consumer Law. Nothing in these terms is intended to:

  1. override any express commitments which we give to you for particular Products (for example, commitments we give to provide a refund of payments in certain circumstances); or
  2. exclude, restrict or modify any right or remedy you have in statute including under the Australian Consumer Law or otherwise to the extent that that right or remedy cannot be excluded, restricted or modified under applicable law.

Our cancellation and returns policies apply in addition to other rights and remedies which you may have under applicable law including under the Australian Consumer Law. Any disclaimer, exclusion, or limitation in these terms applies as provided for in these terms to the full extent permitted by applicable law and subject to any such non excludable right or remedy.

8. Deposit, price, payment and warranties

8.1 We will ask you to pay a deposit or the full amount to pay for the Product which you pre-order. The amount payable will be the price indicated on the pre-order pages of our website and will depend on the option you select:





when you placed your pre-sales order.

The final price payable for the Products where a deposit only is paid by you at the pre-sales order stage will be and are higher than the price payable for the Products where the whole amount is paid through the PRE-PAY or GIFT option selected by you at the pre-sales order stage.

8.2 Product price and deposit. All prices are inclusive of GST (if applicable). Despite our best efforts, some items may be mispriced. If we have made a mistake and a Product's correct price is higher than the price on the website, we may either contact you before shipping to request whether you want to buy the Product at the correct price or cancel your order. Before the Final Order Confirmation, we will confirm to you the final price of the Products. We intend to not increase the price notified to you in the Order Receipt Confirmation for the pre-sales order (where applicable) but the final price may change between placing the pre-sales order and the final order due to a number of factors, such as the price of component parts, local taxes where applicable and exchange rate changes. Any amount paid by you as part of the pre-sales order will be deducted from the sums due for the final order. We accept payment through our online payment providers, who will be notified to you prior to Final Order Confirmation.

8.3 Limited Sales Offers.  The Product price for pre-sales orders may be, for a limited number of Products or for a limited period of time, a discounted price. Whilst we intend to offer a discounted price for pre-sales orders, this may be subject to change. The details of any promotional discount (if any) are set out on our website. If the price increases after we receive your pre-sales order we will explain to you the difference in the price and the reasons for it, before the Final Order Confirmation. We take all reasonable care to ensure that the price of the Product advised to you is correct. However please see clause 8.5 for what happens if we discover an error in the price of the Product you order.

8.4 We will pass on changes in the rate of local taxes (such as GST) where applicable.  If the rate of applicable taxes changes between your pre-sales order date and the date you place your final order, we will adjust the rate of applicable tax that you pay. This will be confirmed to you before Final Order Confirmation.

8.5 What happens if we got the price wrong. It is always possible that, despite our best efforts, the Product we sell may be incorrectly priced. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract and refund you any sums you have paid.

8.6 We can reject, modify amounts ordered or not accept orders or end your contract with us. We can reject, not accept, modify amounts ordered or cancel your order or end the contract with you at any time before Dispatch Confirmation. We will provide you with a refund of the relevant amounts you have paid in that case and contact you to inform you about this.

8.7 Product warranty.

  1. Our goods come with guarantees that cannot be excluded under the Australian Consumer Law
  2. Rapid Response Revival also warrants the Products as set out in the warranty supplied with the Product and on our website and in the terms and conditions of sale supplied to you before Dispatch Confirmation (Warranty).
  3. If the Product supplied by us does not comply with the applicable Warranty then we will, at our option and expense, unless provided otherwise in the applicable Warranty, repair or replace the Product or refund the purchase price upon return of the Product.
  4. Except as expressly set out in these terms, to the fullest extent permitted by applicable law we disclaim any and all other warranties, whether express or implied.
  5. The limited warranties set out above will not affect or prejudice your statutory rights. This limited warranties are not transferable and are void on your sale or resale of the Products outside Australia (as the country of original purchase). The Warranty supplied with the Product, or on our website, or in the terms and conditions of sale supplied to you before Dispatch Confirmation contains or will provide details of how you will be able to claim against the Warranty.

9. How we may use your personal information

9.1 How we may use your personal information. We will only use your personal information as set out in our Privacy Notice.

10. Other important terms

10.1 We may transfer this Agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

10.2  You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing or otherwise as part of a change to your order under clause 5. We may not agree if, for example, the person to whom you are seeking to transfer your rights is located outside of the locations referred to in clause 3.9.

10.3 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.

10.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

10.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

10.6 Amended Terms. We reserve the right to amend these terms and conditions. Please check our website for updates.

10.7 Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by the laws of New South Wales, Australia law and you can bring legal proceedings in respect of these terms and conditions in the New South Wales, Australia courts. Each of us agrees to the exclusive jurisdiction and venue in these courts. Notwithstanding this, a party may seek injunctive relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of such party's, its affiliates' or any third party's intellectual property or other proprietary rights. The United Nations Convention on Contracts for the International Sale of Goods, and any local laws implementing the Convention on Contracts for the International Sale of Goods, do not apply to this contract.