Terms and Conditions
These General Terms & Conditions of Sale (“General Terms”) govern the rights, restrictions and obligations of authorised YETI dealers (each, a “Dealer”) with respect to the purchase, advertising, display, and resale of YETI Australia Pty Ltd (“YETI”) goods or products (the “Products”).
1. OFFER, GOVERNING PROVISIONS, AND AMENDMENT
This document is an offer or counter-offer by YETI to sell the Products in accordance with these General Terms, is not an acceptance of any offer made by Dealer, and is expressly conditioned upon Dealer’s assent to these General Terms. YETI objects to any additional or different terms contained in any request for proposal, purchase order, acknowledgement, manual, Dealer portal or website, or other communication previously or hereafter provided or made available by Dealer to YETI. No such additional or different terms will be of any force or effect, even if, in the case of a portal or website, use thereof requires an affirmative “acceptance” of such terms before access or use is permitted. The terms contained in or incorporated into this document, including, without limitation, any terms contained on YETI’s dealer portal (which are hereby incorporated by reference), will be the entire agreement between YETI and Dealer on the subject matter hereof; there are no conditions to that agreement that are not so contained or incorporated. No changes or modifications to these General Terms shall be effective unless contained in writing that is manually signed by both parties.
2. DEALER QUALIFICATIONS
Dealer is an entity that has been qualified and approved by YETI to resell Products. Dealer account approval or renewal is determined by YETI in its sole and absolute discretion and is based on various factors, including, without limitation, proximity to other dealers, type of retail outlet, distinct customer base, performance, projected sales volume, and numerous aspects of Dealer’s physical location. Unless preauthorised in writing by YETI, Dealer must maintain brick and mortar retail store(s) with regular hours of operation accessible by the public. Approval by YETI to sell Products from a particular retail location of Dealer does not constitute approval to sell the Products from any other retail location; each such location must be specifically and expressly approved separately by YETI in its discretion. To maintain status as an authorised dealer, Dealer must have ordered and paid YETI for a minimum of NZD$20,000 of Products at Dealer list prices in the trailing twelve (12) months (items purchased under any Employee Purchase Program do not count towards the NZD$20,000 minimum purchase requirement). The designation as a Dealer is non-transferable and pertains only to an owner or operator in respect of a specific store location, not to the owner or operator in general. Dealer shall comply with its obligations in relation to Goods and Services Tax (“GST”) under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any other applicable legislation governing GST.
3. PURCHASE ORDERS AND ORDER ACCEPTANCE | MINIMUM ORDERS
“Purchase Order” shall mean an oral or written offer to purchase Products sold by YETI submitted by Dealer or on its behalf. All Purchase Orders are subject to acceptance or rejection by YETI, in its sole discretion. Acceptance will be deemed to occur only upon execution by YETI of an invoice or other specific written confirmation of sale in respect of the Purchase Order in question. Any changes to a Purchase Order must be requested in writing by Dealer to YETI at least fourteen (14) days prior to the requested shipment date. Acceptance of any requested changes will be deemed to occur only upon execution by YETI, in its sole discretion, of an invoice reflecting such changes or other specific written confirmation in respect of such changed Purchase Order. Purchase Orders may be submitted to YETI by submitting orders through the Dealer Portal found at https://yetiau.dearportal.com/ (or www.yetinz.dearportal.com for Dealers in New Zealand). The initial minimum order for a new dealer or a re-establishing dealer is NZD$10,000 at YETI’s list prices for Dealers then in effect unless otherwise agreed.
4.1 Shipment | Risk of Loss. YETI uses a ground shipping carrier of its choice. Subject to these General Terms, unless otherwise agreed by Dealer and YETI, all orders will be shipped on YETI’s account with the applicable carrier. Dealer acknowledges that in order to qualify for free shipping, a minimum order of NZD$3,000 ex GST is required. For all orders less than NZD$3,000, a charge of $50 ex GST will be applied. For all Purchase Orders that are less than the minimum specified in the Standard Delivery Fees, and for Purchase Orders that require express delivery, the Dealer is responsible, and shall pay or reimburse YETI, for all freight charges. All orders are EXW YETI’s loading dock (Incoterms 2020). Risk in Products transfer to Dealer upon delivery to the carrier at YETI’s loading dock.
4.2 Delivery Dates | Delays. YETI will ship Products as promptly as reasonably possible in accordance with the shipment date requested in the accepted Purchase Order. However, all delivery dates are approximate. YETI will not be liable for any losses or damages as a result of any delay or failure to deliver due to any cause beyond YETI’s reasonable control, including but not limited to any act of God, act of Dealer, embargo or other governmental act, regulation or request, fire, accident, strike, slowdown, war, act of terrorism, riot, delay in transportation, or inability to obtain necessary labor, materials or manufacturing facilities. In the event of any such delay, the date of delivery will be extended for a period equal to the time lost because of the delay. Dealer’s exclusive remedy for any other delays, and for YETI’s inability to deliver for any reason, will be rescission of Dealer’s agreement to purchase the delayed Products.
4.3 Installments | Drop Shipments. All orders shall be shipped to a single Dealer location, provided that YETI reserves the right to make delivery in installments; all such installments shall be separately invoiced and paid for by Dealer when due per the applicable invoice, without regard to subsequent deliveries. Under certain circumstances, YETI may drop ship for Dealers, provided that all drop ship orders must be approved by YETI in advance, and Dealer will be charged a handling fee per drop ship order as outlined in the standard fees and charges.
5. SECURITY AND TITLE
Capitalised terms in this section that are not defined elsewhere in these General Terms have the meaning given in the Personal Property Security Act 2009 (Cth) (“PPS Law”). Property and title in Products does not pass to Dealer until all money due and payable to YETI by Dealer have been fully paid.
Where Products are supplied by YETI to Dealer without payment in full, Dealer (a) grants YETI a Security Interest (as that term is defined in the PPS Law) in the Products and the proceeds of the Products and Dealer acknowledges that these General Terms create a Security Interest in the Products and the proceeds of the Products, (b) is a bailee of the Products until property in them passes to Dealer, (c) irrevocably appoints YETI to be its attorney to do all acts and things necessary to ensure the retention of title to Products including the registration of any Security Interest in favour of YETI, (d) must be able upon demand by YETI to separate and identify as belonging to YETI Products supplied by YETI from other goods which are held by Dealer, (e) must not allow any person to have or acquire any security interest in the Products, (f) agrees that YETI may repossess the Products if payment is not made within 30 calendar days from invoice and (g) grants YETI or its agent an irrevocable licence to enter Dealer's premises in order to recover possession of Products pursuant to this paragraph. Dealer indemnifies YETI for any damage to property or personal injury which occurs as a result of YETI entering Dealer's premises.
If a PPS Law applies or commences to apply to these General Terms or any transaction contemplated by them, or YETI determines (based on legal advice) that this is the case and, in YETI's opinion, the PPS Law does or will adversely affect YETI's security position or obligations or enables or would enable YETI's security position to be improved without adversely affecting Dealer, YETI may give notice to Dealer requiring Dealer to do anything (including amending these General Terms or execute any new terms & conditions) that in YETI's opinion is necessary, to the maximum possible extent, to improve YETI’s security position. Dealer must comply with the requirements of that notice within the time specified in the notice. If having completed everything reasonably practicable as required under this paragraph, in YETI's opinion YETI's security position or obligations under or in connection with these General Terms have been or will be materially adversely affected, YETI may by further notice to Dealer cancel these General Terms. If this occurs, Dealer must pay to YETI any money owed to YETI by Dealer immediately.
6. PRICES | PAYMENT TERMS | LATE FEES
The prices for Products will be YETI’s applicable Dealer list prices for Products in effect on the date of shipment of such Products. Such Dealer list prices may be modified by YETI from time to time. All initial stocking orders must be purchased by Dealer via credit card (Visa, Master Card or American Express), on credit terms after credit approval, or cash-in-advance. Orders may be made on other terms only after Dealer returns a completed credit application to YETI and obtains written approval from YETI, in its discretion. If approved, the terms of payment hereunder are net cash thirty (30) calendar days from the date of the invoice without deduction or setoff of any kind other than qualifying freight discounts, if applicable. YETI may issue its invoice to Dealer at any time after the Product is shipped by YETI. YETI may revoke freight discounts to Dealer on Dealer’s overdue invoices, and YETI will not ship Product to any Dealer with an overdue account. For any overdue invoices and without limiting any of YETI’s other rights, Dealer will be charged a delinquency and service fee of 2.5% of the overdue payment plus interest from the date due at 2.0% per annum above the Westpac prime-lending rate (for amounts less than NZD$100,000) as published from time to time, on amounts due to YETI while payment remains in arrears. Any dishonoured cheques of Dealer are subject to a NZD$50.00 processing fee due to YETI plus any other fees due to third-party servicers. Dealer shall pay or reimburse YETI for any and all costs and expenses incurred by YETI in the collection of any amounts due hereunder including, without limitation, the costs of any court proceedings and arbitration and lawyers’ fees and expenses.
7. TAXES AND OTHER CHARGES
Any manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, GST, duty, custom, inspection or testing fee, or any other tax, fee, interest or charge of any nature whatsoever imposed by any governmental authority on or measured by the transaction between YETI and Dealer will be paid by Dealer in addition to the prices quoted or invoiced. In the event YETI is required to pay any such taxes or other charges, Dealer will reimburse YETI on demand. Dealer and YETI agree to comply with their obligations in relation to GST under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any other applicable legislation governing GST.
8. TRADEMARKS | MARKETING MATERIALS | MODIFICATIONS
8.1 Trademarks. All trademarks, service marks, trade dress, trade names, and logos of YETI or that identify Products, including without limitation YETI® (collectively, the “Trademarks”), are and shall remain the sole and exclusive property of YETI. YETI grants to Dealer a limited, revocable, nonexclusive, nontransferable license to use the Trademarks while Dealer’s account is active and in good standing as determined by YETI in its sole and absolute discretion; provided, however, that (a) the Trademarks are used solely in connection with the advertisement, promotion and sale of the Products; and (b) Dealer uses the Trademarks in accordance with all applicable policies, instructions and guidelines provided by YETI from time to time. All benefits from use of the Trademarks by Dealer, including without limitation the goodwill associated therewith, shall inure to the exclusive benefit of YETI. Dealer shall not, at any time, adopt or use without YETI’s prior written consent, any word or mark which is similar to, or is likely to cause confusion with respect to, any of the Trademarks. Except for the foregoing limited license to use the Trademarks, nothing in this Agreement shall be construed as granting to Dealer any license or other right under any patent, patent application, copyright, trade secret, or any other intellectual property right owned by YETI or any of its affiliates. Dealer shall not use the Trademarks as part of Dealer’s trade or business name, or in any other way that YETI considers misleading or objectionable. The Trademarks shall not be distorted, modified, manipulated, or altered in any way.
8.2 Marketing Materials | Advertisements. Only marketing materials which include, but are not limited to, copy, print, brand statements, Advertisements (as defined below), licensed materials or web product images and logos (collectively, “Marketing Materials”) , which have been provided by YETI to Dealer or approved in writing by YETI may be used for displaying, advertising or marketing the Products. The term “Advertisements” shall mean all materials that promote or advertise the Products, including, without limitation, advertisements, news releases, brochures, pamphlets, videos, web pages, signs, tags, labels, packaging, contracts, letterhead, invoices and manuals. The Trademarks shall not be used in any Marketing Materials or campaigns without the express written consent of YETI. When using the Trademarks, Dealer shall comply with all applicable laws, rules and regulations pertaining to trademarks or service marks in force at any time, including without limitation, requirements related to marking. Dealer may use the approved product description copy, which is available at https://yetiau.dearportal.com/ (or www.yetinz.dearportal.com for Dealers in New Zealand). Dealer is not allowed to copy content directly from the YETI website, including, without limitation, Product descriptions, articles, or testimonials. Dealer shall not: (a) associate, “litres”, “quarts” or other units of volume to a specific YETI Cooler, including the product title; (b) use, advertise or promote the Products in any manner that is illegal or deceptive; or (c) sell products that are or may be seen as counterfeit Products or imitations of Products made or sold by YETI.
8.3 Modifications. Dealer shall not apply or add any trademark, trade name, license, marking or logo to any Products without the express, prior written consent of YETI in each instance. Without the express, prior written consent of YETI, Dealer is prohibited from altering, customising, or modifying any Product, including, without limitation, by coating (hydrographic printing, hydrodipping, painting, etc.), etching, embossing, engraving or marking any Product, or taking any other action that would cause the remedies set forth in the Product Warranty (as defined below) to not be available to the applicable warranty holder.
9. E-COMMERCE | ONLINE SALES
Dealer is not automatically entitled to sell Products online. Each website offering the Products for sale must be specifically approved in writing by YETI prior to the sale of any Products on such website. YETI may withhold consent in its absolute discretion.
A Dealer that has been authorised by YETI to sell Products online must follow the guidelines for advertising Products as found online at https://yetiau.dearportal.com/ (or www.yetinz.dearportal.com for Dealers in New Zealand) including use of Trademarks, Product names, descriptions, and images. Any images containing the Products used on Dealer’s website must be approved in advance in writing by YETI, it being understood that the images provided at https://yetiau.dearportal.com/ (or www.yetinz.dearportal.com for Dealers in New Zealand) are approved by YETI. A Dealer selling Products online must make sure that any approved images on the Dealer’s website are up-to-date at all times based upon the images provided online at https://yetiau.dearportal.com/ (or www.yetinz.dearportal.com for Dealers in New Zealand).
10. RESALE | TRANSFER OF GOODS
DEALER SHALL SELL, RESELL, TRANSFER, DISTRIBUTE, OR OTHERWISE GIVE POSSESSION OF YETI’S PRODUCTS ONLY DIRECTLY TO END-USER RETAIL CUSTOMERS. Dealer shall not sell, resell, transfer, distribute or otherwise give possession of any of the Products to any distributor, dealer, franchisee, wholesaler, or any other reseller, person, or entity other than an end-user retail customer unless preauthorised in writing by YETI in its discretion. Dealer may not sell YETI products at flea markets or similar venues, or on any third-party owned or operated website. Resale of any Products at any location or on any website without prior written approval by YETI is strictly prohibited and may result in termination of Dealer’s account.
11. EXPORT SALES
All Purchase Orders will be invoiced and payable in NZD. YETI will not be the importer of record for shipments outside Australia and will not be responsible for any compliance or customs broker fees, freight forwarder fees, freight expenses, customs duties, import fees, goods, services, or GST or other value added taxes (collectively, “Import Costs and Fees”) associated with shipments outside Australia. Dealer shall be the importer of record in the destination country and shall be solely responsible, at its sole expense, for satisfying all formalities that may be required to import the orders into the applicable jurisdiction and for complying with applicable import laws and regulations, including, but not limited to, labeling requirements and applicable related product regulatory laws and regulations. Dealer shall also be solely responsible for all Import Costs and Fees.
If YETI cannot completely fill a Purchase Order, the out-of-stock Products will be placed on backorder and shipped when next available. If more than half of an order cannot ship due to backorders, the entire order may be held by YETI until the entire order can be shipped complete. Dealer will not be charged for the back-ordered items until such Products are shipped.
13. SHORTAGE | DAMAGED ITEMS | RETURNS
Any claim for shortage, damaged items, or nonconforming Products with respect to a shipment must be made within 72 hours of Dealer’s receipt of the shipment by providing written notice thereof to YETI. Claims for damage or loss occurring during shipment must be made to the carrier, and not to YETI.
Products may not be returned without prior written authorisation from YETI and after Dealer has obtained a Return Material Authorisation number (RMA #). Freight charges shall be pre-paid and borne by Dealer. Dealer bears the risk of loss or damage during shipment of the returned Products until the Products are received at YETI’s loading dock.
If Dealer fails to advise YETI in writing of any fault in Products or failure of Products to accord with the Dealer’s order within the above timeframe, Dealer is deemed to have accepted the Products and to have accepted that the Products are not faulty and accord with Dealer’s Order. Nothing in this paragraph affects Dealer’s rights for any alleged failure of a guarantee under the Australian Consumer Law.
14. PRODUCT SPECIFICATIONS
YETI reserves the right to change Product specifications without notice. YETI is not obligated to replace, modify or change any Products previously sold, nor is it required to send Products with the exact same specifications on each order even when Dealer orders multiple quantities of the same Product. All information, specifications and samples provided by YETI in relation to the Products are approximations only and, subject to any guarantees under the Australian Consumer Law, small deviations or slight variations from them which do not substantially affect Dealer or end-user’s use of Products will not entitle Dealer to reject Product upon delivery, or to make any claim in respect of them.
15. WARRANTY | DISCLAIMER
Dealer shall pass on to its customers, or refer them to, YETI's standard limited warranties for the Products (the “Product Warranty”), as such Product Warranty may be amended from time to time by YETI. A copy of the current Product Warranty in effect as of the date of these General Terms is available at https://au.yeti.com/pages/warranty-information. Subject always to its obligations under the Australian Consumer Law, YETI HEREBY EXCLUDES AND DISCLAIMS ANY AND ALL WARRANTIES TO DEALER, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ANY WARRANTY ARISING FROM USAGE OF TRADE OR COURSE OF DEALING. FOR THE AVOIDANCE OF DOUBT, YETI MAKES NO WARRANTY OR REPRESENTATION TO DEALER WHATSOEVER WITH RESPECT TO THE PRODUCTS. Dealer shall extend to each end-user the applicable Product Warranty, and subject to any obligations in respect of consumer guarantees under the Australian Consumer Law, shall not extend or make any other warranty or representation with respect to Products. Dealer shall be responsible for any and all representations, warranties and statements made by Dealer or its employees or agents that were not specifically authorised in writing by YETI, and Dealer shall indemnify, defend and hold harmless YETI from and against any and all claims, losses, damages, liabilities, obligations, costs and expenses, including without limitation reasonable attorneys’ fees and legal expenses, arising from or relating in any way to any such representation, warranty or statement not specifically authorised by YETI in writing.
The Australian Consumer Law may give Dealer certain guarantees. Where liability for breach of any such guarantee can be limited, YETI’s liability (if any) arising from any breach of those guarantees is limited with respect to the supply of Products, to the replacement or repair of Products or the costs of resupply or replacement of Products.
Dealer shall defend, indemnify and hold harmless YETI from and against any and all claims, losses, damages, liabilities, obligations, costs and expenses, including without limitation reasonable attorneys’ fees and legal expenses, incurred by YETI that arise out of or are caused by (i) the negligence or willful misconduct of Dealer or its employees or agents; (ii) a breach by Dealer of any provision of these General Terms; (iii) Dealer’s failure to comply with any applicable law, rule, regulation or ordinance or failure to obtain or maintain any permit or license Dealer is required to hold; or (iv) any infringement of any patent, trademark, copyright or other intellectual property right by the Products to the extent such infringement arises from or relates to specifications provided by Dealer or unauthorised modifications or alterations of the Products. This indemnity remains in force after the termination of these General Terms.
17. LIMITATION OF LIABILITY
YETI’s liability to Dealer with respect to the Products sold hereunder shall be limited to the remedy and indemnity provided in the Warranty section of these General Terms and, with respect to any other breaches of its contract with Dealer, shall be limited to the contract price of the affected Products. To the fullest extent permissible at law, YETI SHALL NOT BE SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR UNDER ANY OTHER THEORIES OF LAW OR EQUITY, WITH RESPECT TO THE PRODUCTS SOLD BY YETI, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO.
EXCEPT FOR LIABILITY FOR THIRD PARTY CLAIMS UNDER THE EXPRESS INDEMNIFICATION PROVISIONS OF THESE GENERAL TERMS, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY REPROCUREMENT COSTS, LOST REVENUE OR LOST PROFITS, OR FOR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES RESULTING OR ARISING FROM THESE GENERAL TERMS, ANY PRODUCT, ANY MATTER RELATING TO THESE GENERAL TERMS OR ANY PURCHASE ORDER, EVEN IF SUCH PARTY HAS BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE.
The term “Confidential Information” means all inventions, technical information, processes, trade secrets, know-how, designs, formulations, certificates of analysis, specifications, plans, drawings, blueprints, samples, models, prototypes, catalogs, service manuals, data sheets, sales, service and technical bulletins, customer lists, sales and marketing programs, marketing materials, new product information, business plans, price lists, cost data, sales aids (such as videos and recordings) and all other publications and information, whether or not reduced to writing, relating to the design, manufacture, use, marketing or sale of the Products, as well as any other information relating to the business or finances of YETI that (a) may be divulged or made available to Dealer in connection with YETI’s performance of these Terms & Conditions or any other agreement between YETI and Dealer and (b) is generally not known in the trade. “Confidential Information” shall not include, however, any information disclosed by YETI hereunder which Dealer can demonstrate by clear and convincing documentary evidence (i) is generally available to the public on the date it is disclosed to Dealer or becomes generally available to the public after the date it is disclosed to Dealer (other than as the result of disclosure by Dealer or its employees or agents in violation of this confidentiality obligation), (ii) is already known to Dealer and which Dealer had in its possession in written or physical embodiment prior to the disclosure from YETI, unless such Confidential Information was previously disclosed by YETI to Dealer, or (iii) is rightfully received by Dealer in the routine course of business from a third party who acquired such information, and the right to disclose same, from YETI. During the Confidentiality Period, Dealer shall hold the Confidential Information in strict confidence, and shall not use any Confidential Information except as required to perform its obligations under any agreement between YETI and Dealer, and shall not disclose any Confidential Information to any person or entity except to those of its employees who have a definable need to know same in order to allow Dealer to perform its obligations under an agreement between it and YETI, and who are bound by this confidentiality provision. The “Confidentiality Period” shall mean, for all Confidential Information that constitutes a ‘trade secret’ under applicable law, the period beginning on the date of disclosure to Dealer and ending on the later of (x) the date such Confidential Information is no longer a trade secret under applicable law, or (y) the date that is 3 years after the date of disclosure to Dealer, and shall mean, for all other Confidential Information, the period beginning on the date of disclosure to Dealer and ending 3 years thereafter. Dealer agrees not to copy, disassemble, decompile or otherwise reverse-engineer any prototypes or other Confidential Information.
19. PERFORMANCE | NO WAIVER | GOVERNING LAW
YETI reserves the right to discontinue servicing any Dealer or Dealer locations that do not abide by these General Terms. In the event YETI does not insist on strict performance of any of these General Terms, such shall not be deemed a waiver of the rights or remedies that YETI shall have to insist upon strict performance of any of these General Terms in the future. These General Terms and written variations or amendments agreed to in writing by YETI represent the whole agreement between the parties relating to the subject matter of these terms. YETI reserves the right to update and revise these General Terms from time to time upon notice to Dealer. These General Terms and each contract between YETI and Dealer shall be enforced and construed in accordance with the laws of the State of Victoria and each party irrevocably submits to the non-exclusive jurisdiction of the courts of that state. YETI AND DEALER AGREE THAT THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY.
In the event a court of competent jurisdiction determines any one or more of the provisions contained in these General Terms to be invalid, illegal or unenforceable, these General Terms shall be construed so that the remaining provisions shall not in any way be affected thereby but shall remain in full force and effect, and any such invalid, illegal or unenforceable provision(s) shall be deemed, without further action by any person or entity, to be modified and/or limited to the minimum extent necessary to render the same valid and enforceable in such jurisdiction. Dealer is an independent contractor, not an agent, partner or employee of YETI, and these General Terms shall not be deemed to create a partnership, joint venture or principal-agent relationship between the parties. Dealer is not authorised to assume or create any obligation or responsibility, including but not limited to obligations based on warranties or guarantees or other contractual obligations, on behalf or in the name of YETI. Dealer shall not misrepresent its status or authority, and shall be solely responsible for all of its own expenses, employees, agents, actions and omissions.