Terms and Conditions
The Client/You agree to be bound by the following Terms and Conditions of Trade when submitting an Account Application, Purchase Order or by the act of accepting/receiving Goods from the Seller. These Terms and Conditions create a security interest in favor of the Seller for the purpose of the Personal Property Securities Act 2009 (PPSA).
For Terms and Conditions:
Agreement means these Terms and Conditions of Trade, any Purchase Order by the Client for the Seller to supply Goods and any Account Application (as applicable).
Client/You, means the person/company/business/entity buying Goods as specified in any Agreement, Invoice, Purchase Order or Quotation, and if there is more than one, Client is a reference to each Client jointly and severally. This includes the executors, administrators, successors and permitted representatives of that person or company.
Account Application means the application made or to be made by the Client for a credit or trade account.
Customer Returns Form means the application form completed by the Customer applying for a return/exchange/credit from Austex International.
Damaged in Transit means goods that have been damaged while in transit to the Retail Customer/Customer.
Dropship means goods being sent from Austex International to the Retail Customer/Customer.
Goods means all Goods or Services supplied by the Seller to the Client at the Client’s request from time to time in accordance with a Purchase Order and/or this Agreement (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
Lost in Transit means Goods that the courier service cannot find or recover.
Nominated Courier means any courier designated by Austex International to deliver Goods to the Customer.
Overdue means any account with Austex International for money payable that remains unpaid for a period of 7 days or any other period agreed, in writing, between the Client and Austex International.
Price means the Price payable for Goods as agreed between the Seller and the Client in accordance with clause 5 below.
Purchase Order means any order or request made by the Client for the supply of Goods and/or services by the Seller, in any form and includes an oral request for the supply of goods, or an invoice, proposal or file submitted for processing, provided by the Seller at the Client’s request.
Related Body Corporate has the same definition as section 9 of the Corporations Act 2001.
Retail Customer/Customer means the Client’s end buyer or their Customer.
Seller/Austex International means Austex International International Pty Limited ABN ………………, its successors and representatives or any person acting on behalf of and with the authority of Austex InternationalInternational Pty Limited.
Director means the company’s director or Client.
Textile Fabrics means fabric, yarn or other materials used in the construction of the Goods.
2.1 An Account Application, Purchase Order and these Terms and Conditions should be read as a single instruction/agreement. However, if a conflict arises between these agreements the application, in descending order, shall be as follows:
- These Terms and Conditions.
- The Account Application.
- The Purchase Order.
3. General Terms
3.1 These Terms and Conditions regulate the supply of Goods by Austex International to the Client. Accepting Goods from the Seller constitutes acceptance of these Terms and Conditions.
3.2 If the Client is in breach of this Agreement, Austex International is within their rights to terminate the contract immediately and deny supplying Goods to the Client.
3.3 Orders are subject to approval and an Account Application is required for new and in some cases existing accounts before shipping commences.
3.4 The Seller reserves the right to reject an Account Application without cause or liability.
3.5. This Agreement will stand unless terminated in writing by either party.
4. Custom and special orders
4.1 Quotations are only valid for 30(thirty) days. The Seller may withdraw the quotation, but will submit a revised quotation if possible. If the Client requests a variation to the original terms, such as change in quantity or services required, a new quotation must be requested and the original quotation will be null and void.
4.2 When an order is placed by the Client, a 50%(fifty) upfront, non-refundable deposit is payable to the Seller. The remaining 50%(fifty) must be paid prior to delivery.
4.3 Due to the nature of all Textile Fabrics each dye lot may vary, therefore it is acceptable that custom made rugs may differ from the sample colour to a degree. Sizing of custom-made items may vary by an inch. These differences are not regarded in the industry as defects and items may not be returned for either of these reasons.
4.4 Custom made rugs are individually made, as such these items cannot be exchanged and refunds cannot be entertained unless the rug is defective to the extent that it cannot perform its purpose.
4.5 Delivery delays for custom made items are estimates, an exact date of delivery cannot be given. Austex International will make every attempt to deliver on time. Cancellations cannot be accepted due to delivery delays.
5. Price and Payment
5.1 Prices are reflected on the invoice provided by the Seller.
5.2 The Seller will provide an invoice on delivery or dispatch. Payment may only be deferred by a maximum of 7(seven) days from date of invoice if terms of credit have been arranged by the Client with acknowledgement from the Seller. Terms for later payment dates can only be arranged and confirmed in writing by the Seller.
5.3 Required payment dates are on the invoice, quotation or order form. If no payment date is provided, payment date is set as a default of 7(seven) days from the date on the relevant documentation.
5.4 Unless expressly included in the Price, the Client must pay GST and any other taxes, duties, government levies or charges associated with the order. These charges may include –
- GST or sales tax, government levies, stamp duty, taxes or other charges related to the sale.
- Freight, courier, transportation or other delivery costs.
6. Default and Consequences of Default
6.1 Interest at the rate of 2.5%(two and a half percent) on overdue invoices (which may be compounded monthly at the Seller’s discretion) will accrue daily from any date on which the Client fails in their payment obligations until payment is made in full. This interest will accrue before and after legal judgement.
6.2 All costs and disbursements incurred by the Seller in the recovery of debts owed by the Client to the Seller shall be for the Client’s account. These fees may include but are not limited to :- bank charges incurred by the Seller for credit card payment reversals, internal administration fees, legal costs for correspondence or legal representation, the Seller’s Contract default fee and any bank charges related to dishonored payments).
7.1 The Title of ownership of Goods refers to the Goods and any incidental item or services supplied by the Seller to the Client.
7.2 Title in the Goods shall not pass until :-
- All amounts and all obligations owing to the Seller in connection with the Goods have been paid or met by the Client.
- Payments other than cash require a clearing period. Title will only pass once the funds reflect on the Seller’s account and have been allocated to the Client’s account as paid.
- It is agreed that until ownership passes:-
- The Client is only a custodian of the Goods. (The Client has a temporary possession of the Goods and a qualified property in them for such purpose only).
- The Client will return the Goods in perfect condition to the Seller if requested to do so.
- The Seller may recover any Goods in transit whether or not delivery has occurred.
- The Client may not dispose of the Goods held in possession through any means other than the accepted course of business and will not part with possession until all obligations and payments have been met. If possession of the Goods is passed by the Client to a third party the proceeds of the transaction must be held by the Client and paid to the Seller on demand.
- The Seller may recover the Goods from any premises where they are held and has the right of entry to perform necessary recovery.
- The Client may not grant encumbrance over the Goods to a third party or in any way transfer interest in the Goods until all obligations and payments owing to the Seller are met or paid.
- The Seller has the right to initiate proceedings against the Client to recover the Goods or the value of the Goods in the form of payment despite the fact that ownership has not yet passed.
8.1 Goods will be delivered to the delivery address stated in the Agreement. They will be suitably packed for transit ( and storage if necessary) by the Seller. All information on the package will be clear and legible.
8.2 Every effort will be made by the Seller to comply with delivery dates specified in the Agreement or otherwise stated. However, such deadlines do not constitute a condition of Sale unless there’s an unreasonable delivery delay. The Seller cannot be held responsible for delays in delivery of materials or material shortages supplied by third parties.
8.3 Clients are not entitled to claim damages or compensation as a result of a delivery delay or non-delivery. Clients may not bind themselves to any contract with third parties based on the Sellers Goods until they have received them since delivery dates are estimates only.
8.4 Clients have 7(seven) days to notify Austex International of any shipping errors or Goods damaged during transit. Damaged or defective Goods will only be replaced or credited at the discretion of the Seller, and only once they have been returned and an opportunity for inspection has occurred.
8.5 A Returns Form must be completed by the Client before any Goods are returned to the Seller. The Seller will then assess the Returns Form and advise the Client in writing of the outcome. Any Goods returned to Austex International without the due process noted above will not be eligible for replacement or refund. Clients will be liable for all costs, such as freight or transportation costs, if they return Goods which have not been assessed in the manner offered by the Seller.
8.6 Delivery dates are estimates only and do not constitute part of the contract.
8.7 The Client must inspect the Goods on receipt and note any discrepancies in quantities or missing items at this time with the Nominated Carrier. The Client or their nominated recipient must note any delivery discrepancies with the Nominated Carrier. No claims for replacement or credit for missing Goods will be entertained if the Client fails to note missing items with the Nominated Carrier at the time of receipt.
9.1 Risk passes to the Client on delivery to the address in The Agreement or upon notification that the Goods are ready for collection.
9.2 The Client is liable to insure the Goods on or before delivery.
9.3 The Seller is entitled to collect the proceeds of any insurance procured over the Goods until legal ownership has passed to the Client as established in the document of Terms and Conditions. These Terms and Conditions sufficiently establish the Sellers rights over any Goods deemed to be the property of the Seller.
10. Client’s Customer Claims
10.1 The Seller is only responsible to address manufacturing faults or errors.
10.2 The Client must complete and return a Customer Returns Form.
10.3 The Goods must be returned to Austex International’s premises within 14 days of purchase.
10.4 The Seller or their official representative will inspect the returned Goods and review the Customer Returns Form and decide if the claim is valid.
10.5 If the Seller decides that the claim is valid, a suitable replacement will be offered or the Client’s account will be credited to the value of the Goods. Austex International will submit their decision within a reasonable timeframe.
10.6 Any transportation cost incurred to return the Goods are for the Client’s account.
11.1 Dropshipping services are offered to Clients under the following conditions: –
11.2 Shipping Costs : Combined shipping fees are not available on Dropshipping items. Shipping fees are per item and must be paid as quoted for each item purchased from the Seller. The Seller cannot offer refunds or rebates for Shipping costs under any circumstances. Additionally transportation costs accrued as a result of forwarding or delivery to remote or rural areas are for the Client’s account.
11.3 Shipping Delays : On receipt of completed shipping details in CSV (Comma Separated Values format), the Seller will dispatch orders within 1-5 business days or as directed in the relevant Agreement. Every effort will be made by the Seller to adhere to delivery timeframes, but such shipping delays are governed by clause 8. of this contract.
11.4 Problems with Delivery: The Client is responsible for all transportation and collection costs if :
- Their Customer has changed their mind about purchasing the goods.
- Their Customer/or the Client has supplied the incorrect or incomplete contact details.
- The Client or their Customer has given Authority to Leave(ATL) and the Seller has obtained a POD(Proof of Delivery).
- The Client has specified the incorrect item in their CSV or PO.
- The Client has made an error (or otherwise) and as a result misrepresented the product.
- The items were Returned to Sender due to any error made by the Client or their Customer.
11.5 Insurance :Austex International does not insure any items supplied directly to the Client’s Customer. The Seller may, at their discretion, offer a discount for a replacement item, which is lost or damaged in transit.
12.1 Any disputes that the Client has relating to Goods or Services supplied by the Seller must be communicated in writing within 24(twenty four) hours of receipt.
21.2 The Client may not withhold payment in full or in part if a dispute arises, they must follow the procedures set out in this Agreement to obtain recourse.
21.3 If a dispute arises the parties to this Agreement agree to attempt negotiation before legal recourse is sought.
13.1 Austex International may suspend delivery of Goods to the Client if any payments are outstanding.
13.2 Either party may terminate the agreement by giving the other 10(ten) days written notice.
13.3 Either party may terminate the agreement if the other party :-
- Breaches this agreement in whole or in part in a material way, which is impossible to remedy.
- Fails to rectify any breach of the Agreement within 5(five) days of receiving notification of the breach.
- Effects changes to their business model, management or control, which the other party deems could be harmful to their good name, property or reputation.
13.4 Effect of termination :
- The Client will pay any outstanding balance owed to the Seller for any Goods in their possession or in transit and for any services rendered.
- The termination of the Agreement will not jeopardize any rights in respect of obligations already accrued as a result of these Terms and Conditions.
- Any advance payments paid by the Client to the Seller for Goods not yet ordered or for services not yet rendered, must be refunded, which the Seller will effect within a reasonable time.(such refunds may incur administrative fees).
- Any outstanding obligations by either party must be effected without prejudice.
14. Personal Property Securities Act 2009(PPSA)
14.1 Definitions under this section, such as financing statement, security agreement and others may be found and are the same as those in the PPSA.
14.2 By agreeing to these Terms and Conditions of Trade the Client accepts that this is a security agreement for the purposes of the PPSA.
14.3 The Client agrees to :
- Reimburse and indemnify the Seller for expenses incurred for registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or for the release of any Goods charged thereby.
- That they will not, without the prior written consent by the Seller, register a financing change statement in respect of a security interest.
- Advise the Seller of any changes in their business practices which would directly affect the proceeds received from the sale of Goods.
- Sign documents and provide information, promptly, that the Seller requires to:
- Register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register.
- Register any additional documents required to be registered by the PPSA.
- Correct any errors if they are found in respect of documents and information referred to in D1 and D2.
14.4 The Client and Seller agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by this Agreement.
14.5 The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
14.6 The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
14.7 Unless otherwise agreed in writing by the Seller, the Client waives their right to receive a verification statement in accordance with section 157 of the PPSA.
14.8 The Client must unconditionally ratify any actions taken by the Seller under clauses 14.3 to 14.5.
14.9 Subject to any express provisions this Agreement is in no way intended to have the effect of contracting out of any of the provisions of the PPSA.
15. Security and Charge
15.1 The Client (any official representative/s, shareholder/s, guarantor/s or director/s) indemnifies the Seller against all costs and/or disbursements, such as legal costs, litigation costs incurred while exercising their rights.
15.2 The Client (any official representative/s, shareholder/s, guarantor/s or director/s) agrees to charge all rights in title and interest over any land, realty or other asset, which is capable of being charged that they own to secure performance under these Terms and Conditions in respect of any Goods supplied by the Client that require security for said performance.
15.3 The Client (including shareholders, Directors and guarantors) irrevocably appoints the Seller(including any director/s) of the Seller as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause including, but not limited to, signing any document on the Client’s behalf.
16.1 The Guarantor unreservedly guarantees to the Seller punctual payment due by the Client :
- Under this Agreement, quotation given to the Client by the Seller or invoice due for payment.
- All payments due at various intervals by the Client.
- Any other amounts owed by the Client to the Seller either solely, severally or jointly, which are due, overdue or contracted as due at various time intervals under this Agreement, by quotation or invoice.
- To see that the Client performs all due liabilities and obligations either monetary or otherwise(current, future or contracted) in a punctual manner that are relevant under this Agreement, invoice or quotation.
17.1 The Client (including any Directors, shareholders or primary representatives) indemnifies (present and future) the Seller(including all representatives) against any claim or demand or action commenced by any person in connection with any loss sustained, arising from or incidental to the provision of Goods and Services, Order or subject matter of the Terms and Conditions.
- This includes but is not limited to litigation or other legal costs incurred by the Seller for any claim or demand by any person in connection with 17.1.
17.2 This provision remains in force even after the termination of these Terms and Conditions.
18 Privacy Act of 1988(Australia)
18.1 The Seller is entitled to obtain a full report on the Client’s credit eligibility history. Such information will only be obtained from an official CRB(Credit Reporting Body). Information sought may include payment history and recent default payment history as well as personal information such as, most recent address, occupation and recent credit applications.
18.2 The Seller can exchange relevant credit history information with credit providers, businesses and other relevant bodies for the purposes of :
- Assessing a credit application.
- Notification of payment default.
- Assessing the Client’s credit worthiness.
- Assessing the Client’s current credit history.
18.3 The Client agrees to allow the Seller to obtain a consumer credit report and to collect overdue payments by any means available.
18.4 The Client agrees that the Seller can retain and use their personal credit data for the following purposes :-
- To provide Goods or Services on credit.
- To analyse, or verify the Client’s credit status and/or payment history and ability to make required payments.
- To process requested debit or credit facilities.
- To facilitate the collection of any amounts due to the Seller by the Client.
18.5 The Seller may offer the Client’s information to the CRB for the purpose of:
- Obtaining a credit status report.
- Offering current information on the Client for the CRB’s record.
18.6 The Seller may offer the following data to the CRB:
- The type of credit given to the Client.
- The Client’s personal information.
- The Seller’s details as Credit provider to the Client.
- Details of the credit given to the Client such as, commencement and termination date, total value, installment plan.
- Breaches of the Client’s obligation to the Seller, such as lapses in installment payments that resulted in notifications that were ignored by the Client for 60(sixty) days or more.
- Client’s remedy to improve lapses in installment payments, which have brought the account out of arrears.
- Credit provider’s license status.
- Advice if the Client’s arrears are equal to or more than $150(one hundred and fifty dollars).
18.7 The Client can instruct the Seller to provide via email communication :
- A copy of the information maintained by the Seller detailing their personal or other information and that the Seller corrects any inconsistencies.
- That the Seller does not make the Client’s information available for any purposes other than credit control and finance recovery such as allowing advertising agencies or direct marketers access to said information.
18.8 On request by the Client, the Seller will destroy any personal information maintained on the Client unless it is needed and required under the terms of this Agreement or necessary in accordance with the law.
18.9 The Client is entitled to make a privacy complaint against the Seller (via email) if they consider their rights to be jeopardized. However, the Seller has 7 days (seven) to respond and thereafter 30 (thirty) days to rectify the situation if they deem reasonably necessary. If the resolution offered by the Seller is deemed insufficient the Client may take the matter further by informing the Information Commissioner at www.oaic.gov.au.
19.1 The Seller and the Client agree that they have the legal capacity to form a contractual relationship in respect of this Agreement, that they are solvent, of sound mind and understand the legal implications of the contract created by this Agreement.
19.2 Neither party can be bound to performance under this Agreement if they are rendered unable due to and act of God, war, natural disaster, terrorism, fire or industrial action.
19.3 The laws of the state in which the Seller has his head office or principal workplace shall be enforced to govern this Agreement and jurisdiction will be invested in the courts of that state.(New South Wales)
19.4. The invalidity of any provision under this Agreement will not be tacitly implied by failure to enforce. All provision conferring rights are valid and may be enforced despite breaches that have been overlooked by either party.
19.5 These Terms and Conditions are not intended to circumvent the Competition and Consumer Act 2010 (CCA). The Seller’s liability to the Client will be limited, in all or any circumstance, to be the Price of the Goods, notwithstanding a breach by the Seller of any of the provisions in this Agreement.
19.6 The Client agrees to advise the Seller in writing within 7(seven) days as to any changes in ownership of their business.