Terms and Conditions

BASIS OF AGREEMENT

1. 1. Unless otherwise agreed by Superior Window Décor Wholesalers Pty Ltd in writing, the Terms apply exclusively to every Agreement and cannot be varied or supplanted by any other conditions, including the Customer’s terms and conditions of purchase (if any).
   2. Any written quotation provided by Superior Window Décor Wholesalers Pty Ltd to the Customer concerning the proposed supply of goods or services is:
      1. valid for 30 days;
      2. an invitation to treat only; and
      3. subject to the Customer offering to enter into an Agreement (including, if specified in the quotation, by completing an acceptance form and paying a deposit) and accepting these Terms.
   3. Superior Window Décor Wholesalers Pty Ltd in its absolute discretion may refuse to accept any offer.
   4. It is the Customer’s responsibility to provide Superior Window Décor Wholesalers Pty Ltd with its specific requirements in relation to the goods and services.
   5. Superior Window Decor Wholesalers Pty Ltd may vary these Terms by notice in writing to the Customer at any time. Any variations will apply to orders made by the Customer after the date of notice.

2. PRICING

   1. Prices quoted, whether by written quotation, in a brochure, on Superior Window Décor Wholesalers Pty Ltd website or verbally, for the supply of goods and services, exclude GST and any other taxes or duties imposed on or in relation to the goods and services. In addition to payment of the price of goods and services, the Customer must pay any GST and any other taxes or duties imposed on the goods and services.
   2. If the Customer requests any variation to the Agreement, Superior Window Décor Wholesalers Pty Ltd may increase the price to account for the variation.
   3. Where there is any change in the costs incurred by Superior Window Décor Wholesalers Pty Ltd in relation to the goods or services, Superior Window Décor Wholesalers Pty Ltd may vary its price for the goods or services in order to take account of any such change, by notifying the Customer.

3. PAYMENT

   1. Subject to clauses 3.2 and 3.3, payment for all goods and services must be made within 30 days from the date of invoice.
   2. Notwithstanding clause 3.1, if specified in Superior Window Decor Wholesalers Pty Ltd quotation, the Customer must pay a deposit upon placing an order with Superior Window Decor Wholesalers Pty Ltd and any progress payments on the dates specified in the quotation.
   3. Notwithstanding clauses 3.1 and 3.2, Superior Window Décor Wholesalers Pty Ltd reserves the right to require payment in full on delivery of goods or commencement of services.
   4. Payment by cheque is not deemed made until the proceeds of the cheque have cleared.
   5. Payment terms may be revoked or amended at the sole discretion of Superior Window Décor Wholesalers Pty Ltd immediately upon giving written notice to the Customer.

4. PAYMENT DEFAULT

   1. If the Customer defaults in payment by the due date of any amount payable to Superior Window Décor Wholesalers Pty Ltd, then all money which would become payable by the Customer to Superior Window Décor Wholesalers Pty Ltd at a later date on any account, becomes immediately due and payable without the requirement of any notice to the Customer, and Superior Window Décor Wholesalers Pty Ltd may, without prejudice to any other remedy available to it:
      1. charge the Customer interest on any sum due at the prevailing rate pursuant to the Penalty Interest Rates Act 1983 (Vic) plus 2 per cent, calculated daily, for the period from the due date until the date of payment in full;
      2. charge the Customer for, and the Customer must indemnify Superior Window Décor Wholesalers Pty Ltd from, all costs and expenses (including without limitation all legal costs, collection agency costs and expenses) incurred by it resulting from the default or in taking action to enforce compliance with the Terms or to recover any goods;
      3. cease or suspend for such period as Superior Window Décor Wholesalers Pty Ltd thinks fit, supply of any further goods or services to the Customer; and
      4. by notice in writing to the Customer, terminate any Agreement with the Customer so far as unperformed by Superior Window Décor Wholesalers Pty Ltd; without effect on the accrued rights of Superior Window Décor Wholesalers Pty Ltd under any Agreement.
   2. Clauses 5.1(c) and (d) may also be relied upon, at the option of Superior Window Décor Wholesalers Pty Ltd:
      1. where the Customer is an individual and becomes bankrupt or enters into any scheme of arrangement or any assignment or composition with or for the benefit of his or her creditors or any class of his or her creditors generally; or
      2. where the Customer is a corporation and, it enters into any scheme of arrangement or any assignment or composition with or for the benefit of its creditors or any class of its creditors generally, or has a liquidator, provisional liquidator, administrator, receiver or receiver and manager appointed, or any action is taken for, or with the view to, the liquidation (including provisional liquidation), winding up or dissolution without winding up of the Customer.

5. PASSING OF PROPERTY

   1. Until full payment in cleared funds is received by Superior Window Décor Wholesalers Pty Ltd for all goods and services supplied by it to the Customer, as well as all other amounts owing to Superior Window Décor Wholesalers Pty Ltd by the Customer:
      1. title and property in all goods remain vested in Superior Window Décor Wholesalers Pty Ltd and do not pass to the Customer;
      2. the Customer must hold the goods as fiduciary bailee and agent for Superior Window Décor Wholesalers Pty Ltd;
      3. to the extent that it is possible to do so, the Customer must keep the goods separate from its goods and maintain the labeling of Superior Window Décor Wholesalers Pty Ltd;
      4. the Customer is required to hold the proceeds of any sale of the goods on trust for Superior Window Décor Wholesalers Pty Ltd in a separate account however failure to do so will not affect the Customer’s obligation to deal with the proceeds as trustee;
      5. Superior Window Décor Wholesalers Pty Ltd may without notice, enter any premises where it suspects the goods may be and remove them, notwithstanding that they may have been attached to other goods not the property of Superior Window Décor Wholesalers Pty Ltd, and for this purpose the Customer irrevocably licences Superior Window Décor Wholesalers Pty Ltd to enter such premises and also indemnifies Superior Window Décor Wholesalers Pty Ltd from and against all costs, claims, demands or actions by any party arising from such action.

6. RISK AND INSURANCE

   1. The risk in the goods and all insurance responsibility for theft, damage or otherwise in respect of the goods will pass to the Customer immediately on the goods being dispatched to the Customer’s premises or collected by the Customer from Superior Window Décor Wholesalers Pty Ltd premises.
   2. The Customer assumes all risk and liability for loss, damage or injury to persons or to property of the Customer, or third parties arising out of the use or possession of any of the goods sold by Superior Window Décor Wholesalers Pty Ltd, whether such goods are used singularly, or in combination with other goods, items, substances, or any process.

7. ACKNOWLEDGMENTS

   1. The Customer acknowledges that:
      1. it has not relied on any service involving skill and judgement, or on any advice, recommendation, information or assistance provided by Superior Window Décor Wholesalers Pty Ltd in relation to the goods or services or their use or application;
      2. it has the sole responsibility of satisfying itself that the goods or services are suitable for the use of the Customer or any contemplated use by the Customer, whether or not such use is known by Superior Window Décor Wholesalers Pty Ltd; and
      3. any description of the goods provided on Superior Window Décor Wholesalers Pty Ltd website, in any brochure or catalogue or other marketing material, or in a quotation or invoice is given by way of identification only and the use of such description does not constitute a contract of sale by description.
   2. The Customer must not make any claim or demand for any matter referred to in clause 7.1

8. PERFORMANCE OF AGREEMENT

   1. Any period or date for delivery of goods or provision of services stated by Superior Window Décor Wholesalers Pty Ltd is intended as an estimate only and is not a contractual commitment. Superior Window Décor Wholesalers Pty Ltd will use its reasonable endeavours to meet any estimated dates for delivery of the goods or completion of the services but will, in no circumstances whatsoever, be liable for any loss or damage suffered by the Customer or any third party for failure to meet any estimated date.

9. DELIVERY

   1. Superior Window Décor Wholesalers Pty Ltd will, at its discretion, arrange for delivery of goods to the Customer and designate the route and means of transportation for the delivery of the goods. In the event that the Customer requires a more expensive rate or means of transport the Customer will reimburse Superior Window Décor Wholesalers Pty Ltd for the extra costs involved.
   2. The Customer authorises Superior Window Décor Wholesalers Pty Ltd to subcontract delivery of the goods in its absoute discretion.
   3. If goods are to be collected by the Customer from Superior Window Décor Wholesalers Pty Ltd premises, the Customer must arrange for collection of the goods within 7 days of notification that the goods are ready.
   4. A completed drivers manifest or delivery docket whether signed by the driver or by the Customer or its employee or agent will be proof of delivery of goods invoiced.
   5. The Customer will inform Superior Window Décor Wholesalers Pty Ltd of all necessary details so that Superior Window Décor Wholesalers Pty Ltd can effect delivery and installation (where applicable) of the goods.
   6. The Customer must provide reasonable and proper access to the location specified for delivery and installation.
   7. The Customer will be responsible for all costs associated with delivery, including freight, insurance and other charges arising from the point of despatch of the goods to the Customer to the point of delivery.
   8. Any extra carrier charges due to difficult access, wrong instructions provided by the Customer, frustrated delivery, or the requirement for extra personnel, will be charged to Customer at cost plus a 10% service fee plus GST charged by Superior Window Décor Wholesalers Pty Ltd.
   9. If Superior Window Décor Wholesalers Pty Ltd does not receive forwarding instructions sufficient to enable it to dispatch the goods within 14 days of notification that the goods are ready, the Customer shall be deemed to have taken delivery of the goods from such date. The Customer shall be liable for storage charges payable monthly on demand.
   10. The Customer must advise Superior Window Décor Wholesalers Pty Ltd in writing within 3 days of receipt of the goods:
       1. of the non arrival of any of the goods;
       2. if there is damage to the goods;
       3. that the wrong goods have been received;
       4. that the quantity of the goods is incorrect; or
       5. the goods do not meet any agreed specifications.
   11. If the Customer fails to give notice in accordance with clause 9.10, then the goods are deemed to have been accepted by the Customer and the Customer must pay for the goods in accordance with these Terms.

10. LIABILITY

    1. Except as specifically set out herein, or contained in any warranty statement provided with the goods or services, any term, condition or warranty in respect of the quality, merchantability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the goods or services, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.
    2. Replacement or repair of the goods or resupply of the services is the absolute limit of Superior Window Décor Wholesalers Pty Ltd liability howsoever arising under or in connection with the sale, use of, storage or any other dealings with the goods or service by the Customer or any third party.
    3. Superior Window Décor Wholesalers Pty Ltd is not liable for any indirect or consequential losses or expenses suffered by the Customer or any third party, howsoever caused, including but not limited to loss of perishables, loss of turnover, profits, business or goodwill or any liability to any other party.
    4. Superior Window Décor Wholesalers Pty Ltd will not be liable for any loss or damage suffered by the Customer where Superior Window Décor Wholesalers Pty Ltd has failed to deliver goods or services or fails to meet any delivery date or cancels or suspends the supply of goods or services.
    5. Nothing in the Terms is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Federal legislation applicable to the sale of goods or supply of services which cannot be excluded, restricted or modified.

11. CANCELLATION

    1. If, through circumstances beyond the control of Superior Window Décor Wholesalers Pty Ltd, Superior Window Décor Wholesalers Pty Ltd is unable to effect delivery or provision of goods or services, then Superior Window Décor Wholesalers Pty Ltd may cancel the Customer’s order (even if it has already been accepted) by notice in writing to the Customer.
    2. No purported cancellation or suspension of any order by the Customer is binding on Superior Window Décor Wholesalers Pty Ltd after that order has been accepted.
    3. Superior Window Décor Wholesalers Pty Ltd, in its absolute discretion may review, alter or terminate the Customer’s credit limit or payment terms without notice.
    4. If the Customer purports to cancel an order and Superior Window Décor Wholesalers Pty Ltd agrees to the cancellation, any deposit paid and any progress payments made will be forfeited.

12. SPECIFICATIONS

    1. All specifications, drawings, illustrations, descriptive matter and particulars contained in Superior Window Décor Wholesalers Pty Ltd quotations, price lists, catalogues, website and marketing or other documents are indicative only, do not form part of this Agreement, and are not representations or warranties of any kind. Any discrepancy will not entitle the Customer to rescind this Agreement or seek compensation or damages.
    2. All specifications, drawings, illustrations, descriptive matter and particulars supplied, remain Superior Window Décor Wholesalers Pty Ltd property and are to be returned to Superior Window Décor Wholesalers Pty Ltd on demand. The Customer must not publish or permit them to be copied or communicate them to any other person without Superior Window Décor Wholesalers Pty Ltd prior consent in writing.

13. WARRANTY

    1. Superior Window Décor Wholesalers Pty Ltd, in its sole discretion as it deems necessary, may repair or replace any goods or the parts of any goods, or re-provide the services to remedy any failure due to faulty workmanship or materials, provided that the goods and services may have acceptable variance.
    2. Nothing in this clause 13 will serve to extend any manufacturer’s warranty.
    3. All goods sold have a twelve (12) month warranty against defects in materials, and all services provided have a three (3) month warranty against faulty workmanship, from the date of sale, unless otherwise stated on any additional warranty provided with the goods or services (“Warranty”).
    4. This Warranty does not operate where:
       1. the Customer fails to make payment in full or the Customer is otherwise in breach of these Terms or any Agreement;
       2. the Customer fails to give written notice of the claim to Superior Window Décor Wholesalers Pty Ltd within 7 days of the occurrence of the fault, or the Customer fails to provide sufficient detail of the defect;
       3. the goods have been subject to abnormal conditions, whether of temperature, humidity, pressure, stress or similar;
       4. the goods have not been used in accordance with Superior Window Décor Wholesalers Pty Ltd instructions, recommendations, or specifications or have been misused, neglected, improperly installed, stored or maintained or have been involved in an accident;
       5. unauthorized repairs, work or alterations have been carried our on the goods;
       6. unauthorized parts and accessories used in connection with the goods;
       7. the faults have arisen in the goods due to fair wear and tear, or corrosion; or
       8. the goods are damaged due to any power surge or other fault in the supply of electricity.
    5. This Warranty is subject to the Customer allowing Superior Window Décor Wholesalers Pty Ltd, its employees or agents to inspect the goods, or the Customer returning the goods to Superior Window Décor Wholesalers Pty Ltd, at the Customer’s risk and cost.
    6. If, on inspection of the goods, Superior Window Décor Wholesalers Pty Ltd determines in its absolute opinion, that the goods are not covered by the Warranty, then the Customer must pay Superior Window Décor Wholesalers Pty Ltd usual charges for service work, testing and/or re-handling.

14. PRIVACY

    1. Superior Window Décor Wholesalers Pty Ltd is bound by the Privacy Amendment (Private Sector) Act 2000. All personal information obtained in connection with the Customer will be appropriately collected, stored, used, disclosed, transferred and destroyed in accordance with the National Privacy Principles (“NPP”).
    2. Superior Window Décor Wholesalers Pty Ltd requires that the Customer comply with the NPP’s in connection with any personal information supplied to it by Superior Window Décor Wholesalers Pty Ltd in connection with this Agreement.

15. MISCELLANEOUS

    1. The law of Victoria from time to time governs the Terms and the parties agree to the non-exclusive jurisdiction of the courts of Victoria, the Federal Court of Australia, and of courts entitled to hear appeals from those Courts.
    2. Failure by Superior Window Décor Wholesalers Pty Ltd to enforce any of these Terms shall not be construed as a waiver of any of Superior Window Décor Wholesalers Pty Ltd rights.
    3. If any of the Terms are unenforceable it shall be read down so as to be enforceable or, if it cannot be so read down, the condition shall be severed from these Terms without affecting the enforceability of the remaining conditions.
    4. A notice must be in writing and handed personally or sent by facsimile or prepaid mail to the last known address of the addressee. Notices sent by pre-paid post are deemed to be received upon posting. Notices sent by facsimile are deemed received on the facsimile machine confirming transmission.