TERMS AND CONDITIONS OF SALE
1.1 ‘Customer’ means the purchaser of garment or any accessories (Goods) from the Company.
‘Company’ means Designer Bridal House Pty Ltd ACN 141 696 399.
‘Goods’ means all goods sold and/or delivered by the Company to the Customer.
‘Terms’ means these terms and conditions of sale.
‘GST’ means Goods and Services Tax in Australia as determined in accordance with the GST Act.
‘GST Act’ means the A New Tax System (Goods and Services) Act 1999.
- These Terms apply to all contracts for the sale of Goods by the Company to the Customer (including any sale to which a quotation relates) and supersede any previous terms of trade applying between the Company and the Customer (however communicated). These Terms prevail over any Customer’s terms of trade so that any sale by the Company is on these Terms only.
- Notwithstanding clause 2.1, the Company may change these Terms at its own discretion and such amended Terms will be either posted on the Company’s website or provided in writing to the Customer and will apply to all Goods ordered by the Customer from the date of such notice.
- The Customer acknowledges that no employee or agent of the Company has any right to make any representation, warranty or promise in relation to the Goods or the sale of the Goods other than as contained in these Terms.
- Prices are determined at the time of order and, prior to payment of the deposit, are subject to change without notice.
- An order for Goods constitutes an offer to purchase the Goods by the Customer subject to these Terms.
- Orders accepted by the Company may not be cancelled or altered in whole or in part without the Company’s written consent since all orders are made to Customer’s specification or description.
- The Company may at its absolute discretion decline any order either in whole or in part.
- In placing any orders the Customer expressly represents that the Customer:
- Is solvent; and
- Has not committed an act of bankruptcy.
- Terms of Payment
- Payments are to be made to the Company without any deduction or discount other than as stated in these Terms or in the relevant invoice or statement.
- A deposit of 50% of the invoice price must be paid when placing an order.
- The balance of the invoice must be paid in full before delivery.
- Should the Customer fail to pay the Company’s invoices by the due date then:
- The Company may charge interest on any overdue invoice at the penalty rate fixed under the Penalty Interest Rate Act 1983 (Victoria) calculated and payable daily, compounded from the due date until the invoice is paid in full, and;
- The Customer shall pay all of the Company’s costs and expenses (including legal costs determined as between solicitor/own client and mercantile agents fees) which may be incurred in the recovery or attempted recovery of the overdue amounts from the Customer.
- The Customer must, within 14 days of being notified of their availability, collect or accept delivery of the Goods and pay the balance of the invoice price.
- If the Customer fails to collect the goods or accept delivery within 14 days of being notified of their availability, the Company may terminate this contract, keep the deposit and resell the Goods.
- Legal and beneficial ownership of Goods will not pass to the Customer until such time as the Goods have been paid in full or cleared funds.
- Risk and Insurance
- The Goods are entirely at the risk of the Customer from the moment of delivery to the Customer’s point of delivery or on collection, even though title in the Goods has not passed to the Customer at that time.
- The Customer must, at its own expense, maintain the Goods and insure them for the benefit of the Company against theft, fire, water and other risks as from the moment of delivery to the Customer and until title in the Goods has passed to the Customer.
9.1 Unless the Customer has inspected the Goods and given written notice to the Company immediately after collection or delivery that the Goods do not comply with the relevant specifications or descriptions, the Goods are deemed to have been accepted in good order and condition.
10.1 No order may be cancelled, modified or deferred without the prior written consent of the Company (which is at the Company’s sole discretion). If such consent is given, it is at the Company’s election, subject to the Company being reimbursed all losses, including loss of profits, and paid a cancellation fee (being not less than 50% of the invoice price of the Goods).
- Limited Liability
- These terms do not affect the rights, entitlements and remedies conferred by the Trade Practices Act 1974.
- The Company is not subject to, and the Customer releases the Company from, any liability (including but not limited to consequential loss or damage) because of any delay in delivery or fault or defect in the Goods. The Customer acknowledges that the Company is not:
11.21 responsible if the Goods do not comply with any applicable safety standard or similar regulation; and
11.22 liable for any claim, damage or demand resulting from such non-compliance.
11.3 If any statutory provisions under the Trade Practices Act 1974 or any other statute apply to the contract between the Company and the Customer then, to the extent to which the Company is entitled to do so, the Company’s liability under the statutory provisions is limited, at the Company’s option, to:
11.31 replacement or repair of the Goods or the supply of equivalent Goods; or
11.32 payment of the cost of replacing or repairing the Goods or of acquiring equivalent goods; and
in either case, the Company will not be liable for any consequential loss or damage or other direct or indirect loss or damage.
- Return of Goods
12.1 The Company will not accept returns of Goods for credit or refund, other than defective Goods or the Goods is not available after deposit is paid, for which a credit or refund is required by law, without prior authorization.
12.2 If the Company authorises the return of defective Goods a Return Authority (RA) will be raised and the RA number must be quoted by the Customer on or with any claim documentation sent with the Goods, which must be sent freight pre-paid or otherwise, if approved by the Company, carried by the Company’s nominated carrier.
12.3 The Company will not accept return of Goods for credit or refund on sale of samples or clearance stock.
- Display and Samples
13.1 Any display product or sample inspected by the Customer is solely for the Customer’s convenience and does not constitute a sale by sample.
- Goods and Services Tax (‘GST’)
- All prices will be quoted inclusive of GST. Invoices will be issued in the prescribed form as set out by Section 195-1 of the GST Act and the related imposition Acts of the Commonwealth (the GST Law).
- Payment for GST
- If GST is imposed on any supply made by the Company to the Buyer pursuant to these Terms and Conditions (the GST Amount), the Customer must pay the GST Amount to the Company, in addition to any amount payable, and any non-cash consideration provided, for that supply (without any deduction or set-off) by the Customer under any other clause in these Terms). Any GST Amount payable is payable upon demand by the Company whether such demand is by means of any invoice or otherwise.
- If any part of the Purchase Price is referable to both a Taxable Supply (as defined in the GST Law) and anything that is not a Taxable Supply, the apportionment of the purchase price between those supplies shall be determined by the Company, and GST applied accordingly.
- If the Company determines on reasonable grounds that an adjustment is required to the purchase price, it will promptly issue any ‘Adjustment Notes’ that are prescribed by the GST Law.
- Other Claims
- Any claims by the Customer for short or wrongful delivery of the Goods must be notified to the Company in writing within two days after delivery of the Goods to the Customer and any claim which the Buyer does not notify within the time aforesaid (time being of the essence) shall be deemed to have been absolutely waived.
- Any other claims for adjustment to any invoice for any reason whatsoever must be made in writing within the prescribed time periods provided by law.
- Modifications of labels
16.1 The Customer shall not, without the Company’s written consent, alter, remove, or obliterate any labels which the Company attaches to the Goods.
- Performance and Representations
17.1 The Customer acknowledges that neither the Company nor any person purporting to act on its behalf has made any representation or given any promise or undertaking which is not expressly set out in writing whether as to the fitness of the Goods for any particular purpose or any other matter.
- Default in Payment
18.1 The Company will treat any default by the Customer in payment of any monies due to the Company as a breach of these Terms. The Company reserves the right thereupon to cease work on the relevant order and all other orders placed by the Customer and hold all the Customer’s work until the due payment or payments on all moneys owed are made. Recurring payments default may, at the Company’s discretion, lead to the Customer’s account with the Company being closed and any further order placed by the Customer and accepted by the Company will only be processed when prepaid at the Company’s absolute discretion.
19.1 Failure by the Company to insist upon strict performance of any term or condition of these Terms shall not be deemed as a waiver thereof or of any rights the Company may have and no express waiver shall be deemed a waiver of any subsequent breach of any term warranty or condition.
- Intellectual Property Right
20.1 The Customer warrants that any design or instruction furnished to the Company shall not be such as will cause the Company to infringe any intellectual property rights (including patents, registered designs, trademarks, copyright, confidential information and the like) in the execution of the Customer’s order and the Customer agrees to indemnify the Company against any infringement or unauthorised use of the intellectual property rights arising out of the manufacture or use of the Goods and it is especially agreed that the sale and purchase of Goods does not confer on the Customer any licence or rights under any intellectual property rights which is the property of the Company.
21.1 It is agreed that if any provision of these Terms should be determined to be void by any court of competent jurisdiction, then such determination shall not affect any other provision hereof and each such other provision shall remain in full force and effect.
- Governing Law
22.1 These Terms shall be governed by and construed in accordance with the laws of Victoria. The Buyer and the Company agree to submit to the non-exclusive jurisdiction of Victoria and the Federal Court of Australia.
- Entire Agreement
23.1 These Terms contain all the terms of the agreement between the parties and supersede all prior discussions and arrangements. In the event that there is any conflict between the provisions of these Terms and the provisions of a Purchase Order or any record of any other agreement that the Company may have with the Customer, then the provisions of these Terms shall prevail. The only exception to the foregoing will be a signed Trading Terms agreement (if applicable) that will prevail in relation to specific clauses relating to Pricing and Delivery Terms.