Terms & Conditions

 

1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms and Conditions, except to the extent otherwise indicated by the context:

Business Day - means a day that is not a public holiday, Saturday or Sunday in Victoria;

Claim - means any claim, demand, action, proceeding, notice, litigation, investigation or judgment whether based in contract, tort, and statute or otherwise;

Confidential Information - means existing and future information in the possession of the party who owns it which is provided to the other party for the stated purpose, and includes:

  • Information contained in any document which has been provided by one party or the other; and
  • any information acquired by one party from the other in confidential circumstances relating to the Products.

The Confidential Information may be oral or written, may be in the form of words, numbers and/or images and may, amongst other things, include statements, contracts, agreements, specifications, drawings, reports, documents, knowledge, know-how, or other information in any form of media. The Confidential Information includes both existing data and knowledge and concepts, ideas and developments.

The Confidential Information does not include information:

  • which is or becomes generally available to the public (other than through a breach of these Terms and Conditions)
  • which can be proved to have been known by either party or its advisers prior to disclosure by the other party for the stated purpose; or
  • which is required by law to be disclosed.

Customer - means the person or entity to whom a quotation or invoice is issued by the Supplier including that person or entities' successors and assigns. In the event that no quotation or invoice has been issued, "Customer" means the person or entity (including that person's or entity's successors and assigns) to whom Products are supplied or are to be supplied by the Supplier;

Delivery Date - means the date stipulated in an Order for delivery of Product/s;

Delivery Point - means the point of delivery for the Product/s, specified in the Order by the Customer;

Force Majeure - means anything outside the reasonable control of a person pursuant to which that person is unable in whole or in part to perform its obligations under these Terms and Conditions (other than the payment of money), including but not in any way limited to:

  • acts of god or the public enemy, national emergencies, use of atomic weapons or nuclear fusion or fission, radioactive contamination, insurrection, riot, hostile or warlike action in peace or war or, stoppage;
  • strikes, lockouts, labour disputes, work stoppages, embargoes or any other labour difficulties; and
  • any action or reaction of or made by, or any civil or military authority;

Information - means methods, skills and know-how supplied by either party and necessary for the manufacture, supply and packaging of the Products;

Intellectual Property - means all patents and patent applications, registered and registrable designs, copyrights, formulations, trademarks and similar industrial or intellectual property rights;

Losses - means all losses, damages (including damage to persons or property), fines, Claims, liabilities (whether in contract or tort, pursuant to statute or otherwise) and all expenses and costs, legal or otherwise (including fees and disbursements reasonably incurred) of any kind and nature;

Order - means a written order given by the Customer, and approved in writing by the Supplier, specifying:

  • the Products and the quantity of Products required;
  • the agreed Unit Price of the Products;
  • the Delivery Date;
  • the Delivery Point; and
  • using the product code, if any, supplied by the Supplier;

Products - means the products the Customer requests the Supplier to provide under these Terms and Conditions, as listed in an Order;

Supplier – means Roxby Lane Enterprises Pty Ltd ABN: 93649860408 of both of 53 Carrington Street, Nedlands. Western Australia. 6009.

Unit Prices - means the Unit Prices payable by the Customer under these Terms and Conditions in consideration for the provision of the Products and as confirmed in each Order.

1.2 Unless otherwise provided in these Terms and Conditions:

  • headings in these Terms and Conditions are included for convenience only and do not form part of the content of these Terms and Conditions and do not effect the meaning of these Terms and Conditions;
  • the singular includes the plural and vice versa;
  • a gender includes the other gender;
  • a reference to a thing includes a reference to a part of that thing;
  • words importing a natural person include any body or entity, whether incorporated or not;
  • references to a party to any document includes that party's administrators, successors and permitted assigns; and
  • references in these Terms and Conditions to any clause, Annexure or Schedule is a reference to a clause, Annexure or Schedule to these Terms and Conditions and reference to these Terms and Conditions includes any clause, Annexure or Schedule to these Terms and Conditions

2. APPROVED USAGE

2.1 Approval of trade applications are exclusively granted to the Business Trading Name, ABN and services detailed upon registration. The Supplier may immediately terminate these Terms & Conditions and cease supplying Products to the Customer if any changes to the applicant's business affecting the criteria listed in the original application are found and have not been agreed to in writing by the Supplier.

2.2 Approval takes effect from the date of written agreement by the Supplier and continues unless terminated in writing by either party.

2.3 Approval of usage for trade applications does not signify that Commercial Credit Terms have been approved. Refer to Clause 6 headed Pricing & Payment for further details re payment terms.

3. ONLINE RETAIL

3.1 No customer or business is to place Roxby Lane Products on their website without written permission from Supplier.

3.2 Unapproved usage of Roxby Lane products via any third-party website (e.g Ebay, Gumtree, Deals Direct etc) without written permission from the Supplier will result in immediate termination of the account.

4. APPOINTMENT OF THE SUPPLIER TO PROVIDE THE PRODUCTS

4.1 The Customer appoints the Supplier to provide the Products and the Supplier accepts that appointment.

4.2 The Supplier is an independent third party contractor to the Customer and is not (nor is intended to be) an agent, partner or joint venturer of the Customer.

4.3 These Terms and Conditions will apply to all Products sold by the Supplier to the Customer and will continue until terminated in accordance with clause 13 of these Terms and Conditions.

5. ORDERS

5.1 Once an Order is received from the Customer and confirmed in writing by the Supplier to the Customer, it is binding on both the Supplier and the Customer. The Supplier is not bound by any Order until it has been approved in writing by the Supplier. The Supplier must notify the Customer as soon as is practicable if at any time the Supplier becomes aware that it will not be able to meet an Order placed by the Customer.

5.2 The Customer may not cancel an Order after it has been acknowledged by the Supplier without the Supplier's consent in writing. This may be refused or given at the Supplier's sole discretion and, when given, will be on condition that the Customer will compensate the Supplier for all loss that it may suffer as a result of the cancellation as determined by the Supplier in its discretion. Without limiting the generality of the foregoing, the Supplier will be entitled to charge a cancellation fee equal to 30% of the value of the cancelled order.

5.3 The Supplier may, at its discretion, reject any Order.

5.4 There is no obligation on the Supplier to enquire as to the authority of any person placing an Order on behalf of the Customer.

5.5 In addition to its other rights under these Terms and Conditions, the Supplier has the right to cancel or delay any Order at any time before the supply of the Products by giving written notice to the Customer. The Supplier will not be liable for any loss arising from such cancellation or delay.

6. DELIVERY

6.1 Where the Customer does not have its own carrier, the Supplier will deliver such Products that constitute an Order or part of an Order (as the case requires) to the Delivery Point on the Delivery Date or such other date as the parties may agree in writing to the agreed location for the sum quoted:

6.2 The Supplier will invoice the Customer at the time of dispatch of the Products by the Supplier.

6.3 Times quoted for delivery by the Supplier are given in good faith and are estimates only.

6.4 The Supplier will not be liable for failure to deliver any of the Products arising from any cause beyond the Supplier's control. The Customer will not be relieved of any obligation to accept or pay for the Products by reason of any delay in delivery.

6.5 If the Customer fails to accept delivery of the Products or give proper instructions to the Supplier for their delivery within seven (7) days after notification in writing that the Products are ready for delivery, the Customer may be liable to pay to the Supplier all reasonable costs for storage, protection and insurance of the Products after expiration of such seven day period. The Supplier reserves the right to store such Products at a location of its choosing.

6.6 No defect or claim in respect of Products delivered will entitle the Customer to reject delivery of other Products, which are not subject to any defect or claim, delivered as part of the Order.

6.7 Despite anything in these Terms and Conditions, all delivery costs are based on a ground floor/front door basis unless stated otherwise and documented as such on the order confirmation. The Customer must clearly specify its delivery requirements and access restrictions at the time of placing each order with the Supplier.

6.8 Assembly services and/or un-pack and rubbish removal services are available at certain locations only subject to additional charges. These services are not provided as standard - but can be quoted on an ad-hoc by request basis and are to be pre-arranged via the Supplier upon ordering and prior to delivery.

6.9 The Customer is responsible for ensuring there is adequate access and entry to its premises to allow the delivery of Products. The Supplier must be notified of any vehicle height restrictions in underground car-parks and any other impediments which may preclude access by the Supplier's usual delivery trucks.

6.10 The Customer is responsible for ensuring that the items ordered are capable of being delivered and can fit through doors and in goods lifts (where applicable) and are to advise upfront if access is only available via the stairwells etc as this may require delivery surcharges and/or alternative product selections.

6.11 The Customer is liable for payment of all delivery charges, including any additional charges incurred as a result of difficulties with access.

6.12 The Customer must ensure correct delivery address details are provided to the Supplier and notify the Supplier in advance in writing/via email if there will be difficulties accessing the delivery address (e.g. staircases or narrow passages) that will require additional time and effort to affect such delivery.

6.13 If a delivery is booked and needs to be re-scheduled a re-delivery fee may apply.

6.14 The Supplier's delivery teams will not make any deliveries they believe are unsafe.

6.15 Products will only be delivered if a person(s) aged over 18 years is able to accept delivery at the delivery address. Should an appropriate person not be available to accept delivery on the pre-arranged delivery date, the Customer will be charged for transport and re-delivery costs.

6.16 Where additional services such as an unpack, assemble and rubbish removal was specified as part of the delivery and upon delivery the delivery team are advised that such service is not required and that they should merely leave the cartons there; there will be no refund of any fees in relation to the provision of services nor will the delivery team make a return trip to provide such services where the person accepting delivery gave them alternative instructions. Any return trip required to provide such services will be subjected to an additional charge.

6.17 The Supplier is not responsible for Products damaged in transit by the Customer's nominated carrier or by any carrier selected by the Supplier on behalf of the customer. The Customer shall be responsible for insuring the Products against loss or damage during transit.

6.18 The Customer must ensure that it does not automatically sign for Products being received in good condition and is to check the state of the cartons and the Products before signing for them as that will be held against the Customer by the courier company in the event of a dispute. In the event of damage/fault, the damage must be pointed out to the carrier on arrival and the Customer is to note the damages on the delivery sheet/consignment notice that the Customer will be requested to sign. The Customer must retain all packaging materials and report the problem to the Supplier immediately and provide photographic evidence via email of any damages/imperfections. The Supplier will endeavour to facilitate a resolution of the issue with the carrier on the Customer's behalf but accepts no responsibility for transit damage.

6.19 All transit damaged claims are to be notified in writing to the Supplier within 3 working days of receipt of the Products. Any claims re items that are deemed to be transit damaged which are notified after this date will be treated as a warranty claim.

7. PRICING & PAYMENT

7.1 The Customer must pay each Supplier Order or Invoice issued in accordance with clause 5 at the Unit Prices. Unless otherwise states all prices quoted by the Supplier are exclusive of GST. The Customer must pay to the Supplier the Unit Price plus GST at the same time.

7.2 The cost of any special packing and packing materials used in relation to the Products are at the Customer's expense notwithstanding that such cost may have been omitted from any quotation.

7.3 The Supplier may from time to time provide the Customer with revised Unit Prices by giving a minimum of 7 days notice of its intention to do so. Such revised Unit Prices shall automatically apply after the 7 day period has ended.

7.4 If any invoice is not paid by the due date for payment, the Supplier may notify the Customer and the Customer will have five Business Days from the date of that notification to pay the relevant invoice. If this period of five Business Days elapses without payment being received by the Supplier, the Supplier may, in addition to its other rights under the Terms and Conditions and at law, suspend all further deliveries of Products to the Customer until payment is made in full of the outstanding invoice or agreement is made and agreed by both parties.

7.5 The Customer must pay the Supplier as follows:

Where an order for Products is placed for Products which are not in stock, a 40% deposit must be paid upon placement of the order with the balance being payable prior to despatch. Failure to pay the deposit within 48 hours may result in the Customer losing its stock allocation ranking. The Customer may also lose its entitlement to the relevant Product if the 40% deposit is not paid in time. Prompt payment of deposits is thus important.

7.6 Time for payment is of the essence

7.7 In addition to the Supplier's rights under these Terms and Conditions and at law, the amounts of invoices not paid in accordance with this clause 7 will incur interest at the rate of 15% per annum.

7.8 Payments made by credit card will be subject to a surcharge of 1.5%. Roxbylane reserves the right to change these rates at it's discretion and will provide 7 days notice prior to applying a revised increased rate.

7.9 The Customer will be liable for all costs incurred with the recovery of any unpaid invoiced amounts, including without limitation legal and collection agents fees, court costs, interest and the Supplier's fees for time incurred with the recovery process.

7.10 The Customer is not entitled to set off against, or deduct from the Unit Price, any sums owed or claimed to be owed to the Customer by the Supplier, nor is the Customer entitled to withhold payment of any invoice because part of that invoice is in dispute.

7.11 Any price lists issued by the Supplier are subject to change without notice. The Customer may not disclose any such pricelists without the written consent of the Supplier.

7.12 The Customer acknowledges that the Supplier is entitled to sell the Products to other customers at prices which are different to the prices which are charged to the Customer from time to time.

8. INSPECTION AND DEFECTS

8.1 The Customer must:

  • inspect the Products upon delivery;
  • within seven (7) business days of the supply of any Products (time being of the essence), notify the Supplier of details of any alleged defect, error, omission, shortage in quantity, damage or failure to comply with the description or quotation;
  • provide the Supplier with:
    • such photographic and other proof of the alleged defect, error, omission, shortage in quantity, damage or failure to comply as may be requested by the Supplier;
    • the Supplier's product details (item code or name) and the relevant invoice number;
  • allow the Supplier to inspect the alleged defect, error, omission, shortage, damage or failure to comply within a reasonable time of receiving notification;
  • the Supplier's Product details (item code or name), invoice number and details of the defect claimed; and
  • submit any claims to the Supplier's email address being claims@roxbylane.net.au or such other email address as may be advised by the Supplier from time to time.

8.2 The Customer will be deemed to have accepted the Products free of defect or any non-conformity unless the Supplier receives a substantiated written claim within seven (7) days of the date the Supplier delivers or otherwise attempt to deliver the Products to the Customer, as the case may be.

8.3 If a claim is made by a Customer, the Supplier will endeavour to contact the Customer within three (3) business days along with photographs and other information required by the Supplier. The Supplier may then request further images or information relating to the claim in order for the Supplier to clearly identify/determine the defect. The Supplier will not approve any claims that:

  • result from transit damage, where the relevant Products were not freighted by the Supplier or the Supplier's approved freight companies/carriers.
  • are due to the natural characteristic of the relevant Product. This information can be found under Care Instructions on the Supplier's website. The Customer must comply with those Instructions and must provide the relevant part of the Instructions to each of its customers when they purchase a Product.
  • arise from the improper use or care of the relevant Product.

For clarity, any warranty in relation to the Products will not apply if clauses 8.3 (a), (b) or (c) applies.

8.4 No return will be accepted unless a Return Authorisation has been provided by a staff member of the Supplier.

8.5 If the Supplier, acting reasonably accepts a claim by the Customer for a defect, error, omission, shortage, damage or failure to comply with description or quotation, the Customer must return the relevant Product(s) to the Supplier at its place of business in Springvale, Victoria. The Supplier's maximum liability to the Customer will then be to:

  • supply a replacement of the relevant Product(s) or supply equivalent Product(s) to the Customer. The Supplier reserves the right to substitute similar items should the colour or model in question no longer be available;
  • repair the relevant Product(s) and deliver them to the Customer; or
  • refund to the Customer the cost of the relevant Product(s).

8.6 If the Supplier is of the reasonable opinion that the Products when returned are other than in the same condition as when they were delivered to the carrier or directly to the Customer, a charge equal to the cost necessary to restore the Products to their original condition shall be payable by the Customer upon demand by the Supplier. If Products are returned to the Supplier which the Supplier is unable to resell to a third party or resell for the same amount as was sold to the Customer, then the Supplier may charge the Customer an amount equal to the loss incurred as a result of the Customer returning the Products.

8.7 Except in the case of any Product(s) which are defective or damaged or fail to comply with their description, the Supplier is under no obligation to accept any return of any Products sold to the Customer. Despite the foregoing, if the Supplier, in its discretion, agrees to accept any return of any Product which is not defective or damaged or fails to comply with its description:

  • the Products must be returned in their original packaging (both internal & external), in unmarked and unused condition, unassembled or in the exact state of assembly as originally delivered, to the Supplier.
  • freight Charges paid re the initial delivery are non-refundable;
  • freight charges paid for the return of the relevant Products must be paid directly by the Customer or, if the return freight is arranged by the Supplier, must be paid by the Customer and deducted from the credit (if any due) to the Customer on the return of this stock;
  • the Supplier will charge a re-stocking fee equivalent to 25% of the value of the returned Products to cover the additional administration and warehouse costs associated with the return of these items; and
  • A credit will only be processed once these Products are received by the Supplier's claims department, checked and found to be in a good and as new condition.

9. WARRANTIES AND REPRESENTATIONS

9.1 The Supplier warrants and represents to the Customer that:

  • The Supplier has the legal right and power without obtaining the consent of any person or authority to enter into these Terms and Conditions and sell the Products;
  • To the best of the Supplier's knowledge, information and belief there are no existing, pending or threatened matters or circumstances which will remove, limit or otherwise effect:
    • the legal right or power of to sell the Products; or
    • the ability of the Supplier to provide the Products in accordance with these Terms and Conditions.

9.2 The Customer warrants and represents to the Supplier that:

  • the Customer has the legal right and power without obtaining the consent of any person or authority to perform its obligations under these Terms and Conditions;
  • to the best of its knowledge, information and belief there are no existing, pending or threatened matters or circumstances which will remove, limit or otherwise effect its legal right or power to perform its obligations under these Terms and Conditions.
  • it must comply with all instructions provided by the Supplier to the Customer regarding the care, handling and storage of the Products, including those instructions which may be viewed at www.roxbylane.com.

9.3 Each party must promptly notify and fully disclose to the other party in writing material details of any event or occurrence, actual or threatened, which materially effects their ability to perform their obligations under these Terms and Conditions.

9.4 Not used.

9.5 Subject to clauses 9.6, 9.7, 9.8, 22 and 23, the Supplier warrants that:

(a) Furniture for standard domestic use

The Supplier gives a twelve (12) month structural warranty, unless otherwise specified. This warranty will be void if:

  • there is a failure to follow the Supplier's care instructions.
  • if the Product is relocated from its original delivery location by transporters not approved by the Supplier, and the relocation caused damage because the product was inappropriately packaged or otherwise.
  • the furniture is subject to a use for which it is not intended, including but not limited to damage caused by more than "normal" wear, spills such as acid, solvents, dyes or other corrosive materials, ink, paint, or body fluids, moisture of any kind, improper cleaning techniques or other negligence and placing furniture outdoors (other than furniture specified in the Supplier's catalogue and/or website as suitable for outdoor use.) or in direct sunlight.

Any apartment or other dwelling which is used for any commercial undertaking or from which income is derived (such as a serviced apartment) shall be deemed to be a "non-domestic use" for the purposes of these Terms and Conditions.

(b) Furniture for non-domestic use

With respect to furniture for non-domestic use, including but not limited to sales under a one-off individual Contract and sales to the hospitality industry, commercial applications and rental businesses, the Supplier's policy is to give no warranty other than the warranties required by law. The Customer acknowledges that:

  • only select pieces in the Supplier's range are suitable for non-domestic use.
  • in order for any warranty to be considered and potentially offered and valid for furniture for non-domestic use, the sales order documentation must state in writing the intention for non-domestic use at the time the Order is made.
  • in the event that the Customer states its intention upfront and in writing to use the Products in such a commercial application and in the event that an authorised officer of the Supplier agrees in writing or via email to the suitability of such product within the commercial application, then a 12 month structural warranty may be offered, fair wear and tear excluded. Any such warranty will be void if any of the circumstances or events referred to in clause 9.5(a)(i) to (iii) apply as though they were set out here at length.
  • for Products supplied other than for their usual residential use applications, additional costs will apply to provide additional protective coverings. The Customer must advise if any Products are not to be used for their usual residential uses and the Supplier will quote the additional costs to apply and any additional supply lead-times that may be required.

Structure means the frame of a furniture item. The structure fails if the product cannot be used for its fundamental purpose, fair wear and tear excluded.

Fabric/leather coverings, finishing stains/coats and cane/wicker are excluded from any warranty provided by the Supplier.

(c) Statutory warranties

The Products also come with warranties that cannot be excluded under the Australian Consumer Law. The Customer has a statutory entitlement under certain circumstances to a replacement or refund, at the Supplier's sole discretion, for a major failure. The Customer is also entitled in certain circumstances to have the Products repaired or replaced, at the Supplier's sole discretion, if the Products fail to be of acceptable quality and the failure does not amount to a major failure. Where a valid claim is made under a statutory or other warranty (and if such warranty is not voided for any of the reasons set out in these Terms and Conditions or by operation of law), the Supplier will, at its option either:

  • repair or replace the relevant Products or the affected part of them; or
  • wholly or partially recompense the Customer if the Products or part of them is defective.

9.6 Improper use, abuse, negligence, commercial use or use within a rental environment will void the warranty. Any warranties implied by law will end immediately if the Products become defective or damages as a consequence of misuse, lack of proper care and maintenance, commercial use, use within a commercial or rental environment or handling in transit.

9.7 The Supplier will not be required to repair or replace a Product if the Supplier, acting reasonably, believes it is unreasonable that it be required to do so. Without limiting the generality of the foregoing, the Customer acknowledges that:

  • if the Products are of a rustic or organic nature, then surface details may vary from imagery and display models and this is not considered a defect nor will it be deemed to be a defect.
  • the Supplier imports many unique items that have natural characteristics and are frequently produced with raw or untreated finishes. Minor variations may also be present in the touch, feel or grain of a product. The shade or colour of a Product may also vary from images displayed on the Supplier's website or from Products in the Supplier's showroom. Any such variations will not be considered to be a defect nor will it be deemed to be a defect.
  • chair heights, rakes, the colour of the frames and/or seat coverings and other items may also vary marginally from batch to batch. Whenever chairs are ordered, the Supplier will endeavour to send them from the same batch and not part-ship. However, if at a later date additional chairs are ordered and are to be used in conjunction with a batch previously supplied by the Supplier, the Supplier takes no responsibility in relation to any minor discrepancies between the various shipments.
  • if the Customer purchases Products which are:
    • sold as part of any clearance sale conducted by the Supplier;
    • sold from the clearance section of the Supplier's premises or website;
    • formerly display or showroom items and have been discounted accordingly;
    then such Products (irrespective of whether or not marked as clearance or display or showroom items) shall be sold in their as is condition and, to the extent permitted by law, no warranty of any nature shall apply to those Products.
  • The Customer must only use the Products as they are intended.
  • the Customer must take all reasonable precautions to ensure that no damage is caused as a result of its use (or the use by a third party) of the Products. Without limiting the generality of the foregoing, in the case of tables, chairs and other furniture, it is the Customer's responsibility to ensure that:
    • protective coverings are used by the Customer so as not to damage or scratch the floor upon which the tables, chairs or other furniture is placed. For example, suitable stoppers on product legs should be used which are appropriate for the Customer's floor type.
    • the protective coverings or stoppers are regularly upgraded when required to minimise damage to the Customer's floor.
    • the Customer only purchases tables, chairs and other furniture which are suitable for the floor upon which it is to be placed.
  • with some floor surfaces, such as natural wood, it is inevitable that some damage will occur from the use of tables, chairs and other furniture and the Supplier will have no liability to the Customer in relation to any such damage.

9.8 The Supplier must be notified of an imperfection in the Products within 24 hours of the Products being delivered failing which any warranty applying to the Products will cease to apply.

9.9 If the Supplier is required under these Terms and Conditions to repair a Product, it will endeavour to give an approximate time frame by which a Product will be repaired (if repair is possible) and will attempt to do so within a reasonable time.

10. VARIATION IN PRODUCTS

10.1 The Customer may request by notice in writing a variation to the Products.

10.2 The Supplier is not obliged to approve or direct a variation.

10.3 No Variation will take effect unless it is expressed in writing and signed and dated by both parties.

10.4 The Supplier must not vary the Products except as agreed in writing between the parties. Despite the foregoing, The Supplier reserves the right to vary without notice the construction technique, design and specifications of the Products that do not materially affect their quality, performance or detail (relative to published material).

11. INSURANCE

11.1 Until the Supplier has been paid in full for a Product, the Customer will effect and keep current a valid and enforceable insurance policy, with a reputable insurance company, against theft, damage and loss of the Product.

11.2 The Customer agrees to provide the Supplier, if requested, with certificates of currency or other evidence satisfactory to the Supplier that the Customer has insurances referred to in clause 11.1.

12. ASSIGNMENT

The Customer may not assign any of its rights or obligations under these Terms and Conditions without the prior written consent of the Supplier. The Supplier may assign its rights and/or obligations under these Terms and Conditions.

13. TERMINATION

13.1 These Terms and Conditions will continue unless and until terminated in accordance with this clause 13.

13.2 The Customer may immediately terminate these Terms and Conditions at any time if:

  • the Supplier commits a serious or persistent breach of any of the material provisions of these Terms and Conditions which is incapable of being remedied and which would or would not be likely to have a materially adverse impact on the activities of the Customer;
  • the Supplier fails to remedy, to the reasonable satisfaction of the Customer, a serious or persistent breach of any of the material provisions of these Terms and Conditions which is capable of being remedied and which would or would be likely to have a materially adverse impact on the activities of the Customer, within 90 Days of receiving notice of that breach;
  • a receiver, administrator, liquidator or provisional liquidator is appointed in respect of the Supplier or in respect of any of the assets or undertaking of the Supplier; or
  • the Supplier is unable or unwilling to pay its debts as and when they fall due.

13.3 The Supplier may immediately terminate these Terms and Conditions and cease supplying the Products to the Customer at any time if:

  • the Customer commits a breach of these Terms and Conditions which is incapable of being remedied;
  • the Customer fails to remedy, to the satisfaction of the Supplier, a breach of any provision of these Terms and Conditions which is capable of being remedied within 7 Business Days of receiving notice of that breach;
  • a receiver, administrator, liquidator or provisional liquidator is appointed in respect of the Customer or in respect of any of the assets or undertaking of the Customer;
  • the Customer is unable or unwilling to pay its debts as and when they fall due;
  • the Supplier gives to the Customer no less than 60 days notice of its intention to end these Terms and Conditions; or
  • the Supplier notifies the Customer of its intention to cease supplying the Customer with Products.

13.4 On termination of these Terms and Conditions for any reason, the Customer must promptly cease the use of Confidential Information belonging to the Supplier and the Customer must promptly return to the Supplier any Confidential Information in the Customer's possession or control.

13.5 On termination of these Terms and Conditions for any reason, the Customer must purchase from the Supplier at the Customer's usual price or any different price as confirmed in writing by the Supplier, all Products in the possession of, or ordered by, the Customer. The Supplier has the right to complete any work in progress to produce the finished Products and charge the Customer for this product at the Customer's usual price or any different price as confirmed in writing by the Supplier

14. FORCE MAJEURE

14.1 If a Force Majeure Event affecting the Supplier precludes the Supplier from partially or wholly complying with its obligations under these Terms and Conditions then as soon as reasonably practicable after that Force Majeure Event arises, the Supplier must notify the Customer as to the following:

  • the Force Majeure Event;
  • which obligations the Supplier is precluded from performing (Affected Obligations);
  • the extent to which the Force Majeure Event precludes the Supplier from performing the Affected Obligations (Precluded Extent); and
  • the expected duration of any delay arising directly out of the Force Majeure Event.

14.2 The obligations of the Supplier will be suspended during the continuance of the Force Majeure Event.

15. GENERAL

15.1 Except to the extent required by law, no conditions or warranties expressed or implied by any law, ordinance rule or regulation (including those expressed or implied by statute, the common law, equity, and trade customs or usage) are binding upon the Supplier unless set out in these Terms and Conditions. To the extent permitted by law, the Supplier's liability for a breach of a condition or warranty which is required or implied by law is limited to, at the Supplier's discretion:

  • the replacement of the Products or the supply of equivalent Products;
  • the repair of the Products;
  • the payment of the reasonable cost of having the Products repaired; or
  • refunding to the Customer the cost of the Product.

To the extent permitted by law, any warranties provided or implied or required by law do not apply if:

  • the Products have not been used or stored in accordance with instructions provided by the Supplier or that would otherwise be reasonable in all the circumstances;
  • the Products have been subject to any alteration or repair by any person other than authorised in writing by the Supplier;
  • the Customer fails to notify the Supplier of the Customer's claim within 7 days of the defect becoming apparent or fails to return the relevant Product to the Supplier upon being requested to do so by the Supplier; or
  • the Products have not been used for the purpose for which they were designed.

15.2 All Products are sold on the understanding that all licenses, permits and the like required under relevant statutes, ordinances, rules and regulations have been obtained by the Customer.

15.3 The cost of any testing that is beyond the Supplier's standard tests is payable by the Customer.

15.4 The Supplier reserves the right to make a reasonable charge for storage if:

  • delivery instructions are not provided by the Customer within fourteen (14) days of a request by the Supplier for such instructions. Such charge is payable from the first day after delivery instructions were sought until the date of receipt of said instructions; and
  • the Customer does not want the Products to be delivered to it from the time they are ready for delivery. Such charge is payable from the first day the Products are ready to be delivered to the Customer until it instructs the Supplier to deliver the Products.

15.5 All descriptions, specifications, illustrations, drawings, data, dimensions and weights contained in catalogues, price lists or other promotional material (including the website) or other documents of the Supplier or elsewhere are approximations only. The Supplier will not be bound to accept any change in product dimension, materials or finish, a reduction in the quantity ordered or other particulars of an order for the Products after the Supplier has ordered the Products from its supplier or any special materials related to the supply of the Products. If the Supplier is required to process the Customer's goods or materials then the Supplier does not give any warranty or assurance that materials, quantities, preprinting supplied by the Customer are suitable for such processing. The Supplier accepts no responsibility and will not be liable to the Customer for any damage done or caused to such materials or goods.