WOVEN IMAGE PTY LIMITED
TERMS AND CONDITIONS OF SALE AND SUPPLY

You must read these Terms and Conditions carefully.
By use of this site and clicking “Place Order” you agree to be bound by the Terms and Conditions below.

1.PAYMENT TERMS

1.1 Unless otherwise agreed in writing between Woven Image and the Customer, Woven Image will invoice the Customer for the price of the Goods or Services and the Customer must pay the price of the Goods or Services in full no later than 30 days from the date of the invoice.

1.2 Woven Image reserves the right to require the Customer to pay all or part of the price of the Goods or Services upon placing the Order. Cash sales up to the value of $5,000.00 must be paid for and cleared before delivery.  Cash sales above a value of $5,000.00 require a 50% deposit before orders are placed on manufacturers. Woven Image may request a 50% deposit in respect of orders above the value of $10,000.00. The Customer agrees that Woven Image may charge the credit card as supplied by the Customer.

1.3 Unless otherwise agreed by Woven Image and the Customer in writing, a reference to a price in any Quotation, Order or Confirmation is a reference to a price in Australian dollars, and all prices are exclusive of GST.

2.ACCEPTANCE OF TERMS AND CONDITIONS

The Customer by placing an Order with Woven Image agrees to be bound by the Terms and Conditions of Supply as detailed herein and agrees that this Agreement prevails over any terms and conditions of purchase that may be incorporated in any purchase order submitted by the Customer (unless such terms and conditions are agreed to in writing by Woven Image and signed by Woven Image’s authorised representative) in the event of an inconsistency.

3.QUOTATIONS

3.1 Subject to clause 3.2, all Quotations will be valid for 60 days from the date specified in the Quotation and shall not have any force or effect upon expiration.

3.2 Any Quotation made or given by Woven Image may be withdrawn or varied by Woven Image at any time prior to the acceptance by Woven Image of an Order in accordance with clause 4.

3.3 Subject to clause 5, Woven Image is not bound by any price specified in a Quotation.

3.4 Any completion or delivery dates specified in any Quotation are estimates only. Woven Image is not bound by any completion or delivery dates specified in a Quotation and shall not be liable to the Customer for any loss or damage whatsoever and howsoever arising directly or indirectly from any failure by Woven Image to deliver Goods or perform Services on or before any quoted date. The Customer must accept and pay for Goods and Services tendered notwithstanding any failure by Woven Image to deliver by any quoted date.

3.5 Quotes on fire retarding of fabrics will be provided by Woven Image on an individual basis. These terms and conditions otherwise apply to all Quotes on fire retarding of fabrics.

4.ORDERS

4.1 The Customer is requested to assist Woven Image by ensuring that all details regarding pattern name, colour number, the Customer’s reference or order number and delivery address is given to Woven Image.

4.2 If the Customer requires an exact colour match the Customer is requested to ask for a cutting of Woven Image’s current stock to compare and match, or the Customer may supply a cutting to Woven Image to compare and match. Woven Image provides no guarantees or warranties in respect of dye lots and will issue no credit for dye lot variation, unless the Customer submitted a colour sample to be matched with the Order.

4.3 An Order shall not bind Woven Image unless and until Woven Image accepts that Order by issuing a Confirmation or by commencing to supply Goods or perform Services. Orders will only be accepted if they are received directly from the Customer and will not be accepted if received by agents, or any other person which purports to act on behalf of a Customer. At the request in writing by a Customer, Woven Image will reserve Goods for a period of up to 5 days after receipt of the request. Unless extended by Woven Image at its absolute discretion, the reservation will lapse if the Customer does not place an Order for the Goods within the 5 day period and otherwise complies with all Woven Image’s terms and conditions in respect of that Order.

4.4 Any Order accepted by Woven Image in accordance with clause 4.3 may only be cancelled, varied or suspended by the Customer with the written consent of Woven Image. Woven Image will only consider accepting a cancellation where fabric has not been cut. In such circumstances the Customer will be charged a cancellation fee of 20% of the total Price of the particular Order.  Woven Image will not accept a cancellation in respect of special items not considered as standard Goods by Woven Image.

4.5 In the event that Woven Image provides Services at the Customer’s premises (or premises specified by a Customer), the Customer will:

(a) provide (at its cost) any necessary equipment and services;
(b) ensure the conditions under which the Services are to be performed) are satisfactory (failing which Woven Image can charge a reasonable increase in the price of the Services; and
(c) indemnify Woven Image in respect of any liability arising in connection with Woven Image’s performance of the Services at such premises.

5.PRICE

5.1 If an Order is accepted by Woven Image in accordance with clause 4.3, subject to any price increases pursuant to clause 5.2 and unless otherwise expressly agreed in writing by Woven Image and the Customer prior to delivery of the Goods or completion of the Services:

(a) where the Order is for Goods or Services which are the subject of a valid Quotation pursuant to clause 3, the price of those Goods or Services shall be the price stated in the Quotation in respect of those Goods or Services; and
(b) where the Order is for Goods or Services which are not the subject of a valid Quotation pursuant to clause 3, the price of those Goods or Services shall be the price charged by Woven Image as at the date of delivery of the Goods or completion of the Services.

5.2 Unless already included within the price of any Goods or Services, Woven Image reserves the right to add to the price of any Goods or Services:

(a) any additional cost incurred by Woven Image as a result of a variation to Customer Specifications or the specifications or quantities contained In any Order;
(b) any amount which Woven Image is required to pay on account of any duties (including excise and stamp duty) or any taxes or charges which may be established or levied by any government or governmental authority (whether Commonwealth, State or foreign) thereupon or on any part thereof or in connection therewith including all GST (payable on a Taxable Supply in accordance with GST Legislation); and
(c) any amount that reflects any relevant increase in exchange rates, the costs of labour, materials and other overheads, delivery costs and any other costs of whatsoever nature and howsoever incurred.

Orders under 2 metres will attract a $15 cutting surcharge without exception unless agreed to by Woven Image in writing.

6.DELIVERY OF GOODS

6.1 Within Australia: Unless otherwise requested by the Customer and agreed by Woven Image, Woven Image will arrange for the delivery of the Goods to the premises specified for delivery in the Confirmation (or to such other premises as are agreed between the parties). Unless otherwise agreed, Woven Image will, except when the Customer requests airfreight, bear the costs of freight, insurance and all other costs connected with the delivery of the Goods, except that the Customer shall at its own expense provide all labour and equipment necessary to off-load and take delivery of the Goods upon arrival at the place of delivery.
 
Within Australia Airfreight: Woven Image will supply the Goods EX-WORKS Sydney, Australia and the Customer shall be responsible for and bear freight, insurance and all other costs of carriage and delivery to the Customer by DHL Courier or another carrier designated by Woven Image.

International: Woven Image will supply the Goods EX-WORKS Sydney, Australia and, unless Woven Image agrees otherwise in writing, the Customer shall be responsible for and bear freight, insurance and all other costs of carriage and delivery to the Customer by DHL Courier or another carrier designated by Woven Image. 

6.2 If the parties have agreed that the Customer will collect the Goods from Woven Image, the Customer shall be responsible for and shall bear all costs of collecting the Goods from Woven Image. If the Goods are not collected within a specified period after notification by Woven Image that the Goods are ready for collection, the Goods shall he deemed to have been delivered to the Customer and the Customer must pay all storage costs incurred by Woven Image for the period that the Goods are stored.

6.3 Woven Image reserves the right to deliver the Goods in installments and if delivery is made by installments, the Customer shall not be entitled to terminate or cancel the contract comprising the Order and Woven Image’s acceptance of the Order in accordance with clause 4.3 or to compensation for any loss or damage whatsoever and howsoever directly or indirectly arising in connection with failure by Woven Image to deliver any installments on or before the quoted date or at all,

6.4 Woven Image reserves the right to subcontract the delivery of the Goods.

6.5 If a delivery or completion date is specified by Woven Image in a Confirmation, Woven Image will use its reasonable endeavours to ensure that the Goods are delivered or the Services are completed on or before that date. Unless otherwise agreed by Woven Image and the Customer in writing, Woven Image shall not be liable to the Customer for any loss or damage howsoever arising directly or indirectly from any failure by Woven Image to deliver Goods or perform Services on or before any quoted date or at all and the Customer shall not be entitled to cancel the contract comprising the Order and Woven Image’s acceptance of the Order in accordance with clause 4.3 by reason of any such failure by Woven Image.

6.6 If delivery of Goods or performance of Services by Woven Image is delayed, either at the request of the Customer or owing to the inability of the Customer to accept the goods for any reason on or after the due date for delivery or owing to some other cause beyond the control of Woven Image in circumstances where Woven Image is able to deliver same, then the Customer shall be liable for any and all charges, losses and expenses incurred by Woven Image arising therefrom.
               
6.7 The quantities of Goods listed on Woven Image’s invoice shall be conclusive evidence of the quantities of Goods delivered by Woven Image and received by the Customer unless Woven Image receives written advice from the Customer of any purported shortfall within 7 days of delivery of the Goods.

6.8 Unless otherwise agreed in writing by Woven Image and the Customer, to the extent permitted by law, and subject to clause 6.9, no claim will be made by the Customer in respect of any shortfall in delivery of Goods by Woven Image for an amount that exceeds the invoiced unit price of the Goods in respect of which the claim is made. If any excess of up to 10% of Goods ordered are delivered by Woven Image, the Customer shall accept such excess quantities and make payment to Woven Image for such excess quantities at the price payable for the Goods in accordance with clause 5.1.

6.9 Where an Order is placed for special items not considered as standard Goods by Woven Image (such as but not limited to specially produced cloths and custom panel production), the quantity supplied may vary in accordance with industry standard (plus or minus 5%), and the Customer agrees to refrain from making a claim against Woven Image unless the shortfall exceeds 5% of the Order, unless the Customer has made clear in writing in the Order that a minimum quantity is essential in which case the Customer may make a claim for the entire shortfall. If the Customer is entitled to make a claim for shortfall under this clause 6.9, no claim will be made by the Customer in respect of any shortfall in delivery of Goods by Woven Image for an amount that exceeds the invoiced unit price of the Goods in respect of which the claim is made.

7.DESCRIPTION AND SPECIFICATIONS

7.1 The descriptions, illustrations and other material contained in any product catalogue, price list, brochure, leaflet, advertisement or other material provided by or on behalf of Woven Image shall not form part of these Conditions or any Order, Confirmation or contract between Woven Image and the Customer for the supply of Goods or Services and shall not amount to any representation or warranty (whether collateral thereto or otherwise), nor shall the use of such material constitute a contract of sale by description except where Woven Image has specified the relevant Goods or Services in the Confirmation as so described or illustrated. All Goods and Services supplied by Woven Image shall be in conformity with Woven Image’s standard commercial specifications at the time of supply, subject to Woven Image’s right without notice to incorporate such minor modifications thereto as it thinks fit or any modifications of whatever nature necessary to comply with any relevant law. While most fabric tolerances are stated, none are guaranteed against shrinkage, fading or wear. Widths, repeats and dye lots may vary. Fabrics used as curtains, when held against the light, may display flaws. Fabrics are not completely stable and stretching and shrinkage may occur as a result of changing humidity, and the Customer accepts and agrees that 2-3% shrinkage or stretching is reasonable.

7.2 The Customer must deliver any Customer Specifications in writing to Woven Image prior to the acceptance by Woven Image of any Order in accordance with clause 4. Any variation by the Customer to Customer Specifications must be accepted by Woven Image in writing.

8.PROPERTY AND RISK

8.1 Risk in any Goods supplied by Woven Image to the Customer shall pass to the Customer upon:

(a) delivery of the Goods to the Customer in accordance with clause 6; or
(b) collection of the Goods by the Customer or its agent;

and Woven Image shall not be liable for any loss or damage to the Goods arising after delivery (actual or deemed) or collection as aforesaid.

8.2 Property in all Goods shall not pass to the Customer until Woven Image has received payment in full for the Goods, including any delivery charges and GST.

8.3 Until Woven Image has received payment in full all Goods, including any delivery charges and GST:

(a) the relationship between Woven Image and the Customer shall be fiduciary and the Customer shall hold such Goods as bailee;
(b) the Customer shall, at its own cost and expense, hold and store the Goods separately in a manner that clearly identifies such Goods as the property of Woven Image;

8.4 The Customer shall at its own cost and expense effect and maintain such policy or policies of insurance, in the names of both Woven Image and the Customer, and shall pay when due all premiums therefore as are necessary to ensure full cover for any damage to or loss of all Goods supplied by Woven Image, until such time as property in the Goods has passed to the Customer pursuant to clause 8.2;

8.5 If the Customer fails to make full payment for any Goods supplied hereunder, including any delivery charges and GST, Woven Image shall be entitled to possession of those Goods and may recover and sell the same and may retain so much of the proceeds of sale as is equal to the amount owing by the Customer to Woven Image in respect of those Goods. The Customer shall immediately upon Woven Image’s written demand place any such Goods in its possession at the disposal of Woven Image.

8.6 In addition to any other rights which Woven Image may have under these Conditions or at law, the Customer gives Woven Image, its agents and employees leave and licence, upon reasonable notice, to use reasonable force to enter on and into any premises occupied by the Customer to inspect, search for or remove any Goods in which title remains vested in Woven Image, without Woven Image being liable for any trespass, negligence or payment of any compensation whatsoever to the Customer.

8.7 If Goods in which title remains vested in Woven Image are sold by the Customer:

(a) the Customer shall hold so much of the proceeds of such sale received by the Customer as equals the unpaid purchase price of the Goods in a separate account on trust for Woven Image, specifically identifying the Goods to which such proceeds relate; and
(b) Woven Image may trace the proceeds of such sales in accordance with equitable principles.

8.8 If Goods in which property remains vested in Woven Image are incorporated into any new products and such new products are sold by the Customer:

(a) the Customer shall hold so much of the proceeds of such sale received by the Customer as equals the purchase price of the original Goods in a separate account on trust for Woven Image, specifically identifying the Goods to which such proceeds relate; and
(b) Woven Image may trace the proceeds of such sales in accordance with equitable principles.

9.INTELLECTUAL PROPERTY

9.1 The purchase of the Goods does not confer on the Customer any licence or right under copyright, patent, design or trade mark or any other intellectual property right which is the property of Woven Image and the Customer agrees not to infringe those intellectual property rights or challenge the validity thereof.

9.2 All design details, drawings and technical handbooks and specifications and other data supplied by or made available to the Customer by Woven Image with or without charge are subject to copyright and strictly confidential. The Customer must not:

(a) communicate any details of any drawings or technical specifications to any third party without the prior written consent of Woven Image; or
(b) make any copies of or use the drawings or technical specifications for any purpose other than expressly authorised by Woven Image in writing.

9.3 The Customer shall indemnify and keep indemnified Woven Image against any loss or damage sustained by Woven Image resulting from a breach by the Customer of its obligations pursuant to Clause 9.

10.DEFAULT

10.1 In the event that the Customer fails to make any payment when due in accordance with clause 1.2, then, without prejudice to any other rights which Woven Image may have in accordance with these Conditions or otherwise:

(a) interest shall accrue on the amount of the overdue payment at a rate equal to 3% per month, calculated from the date payment was due, until payment in full is received by Woven Image;
(b) Woven Image reserves the right to withhold Goods without notice and to refuse to accept any further orders from the Customer until all payments which are due have been made in full;
(c) any and all payments to Woven Image which are not yet due shall immediately become due and payable by the Customer; and
(d) the Customer shall be liable to Woven Image for any costs or damage incurred by Woven Image as a result of the Customer’s default, including any legal and other costs associated with recovering any moneys owed by the Customer to Woven Image.

10.2 Without prejudice to any of Woven Image’s other rights:

(a) if being an individual, the Customer shall die or have a receiver appointed over his or her assets;
(b) if being a company, the Customer is or becomes an externally administered body corporate (within the meaning of the Corporations Act 2001) or a controller (within the meaning of the Corporations Act 2001) enters into possession or takes control of all or any of the Customer’s assets or undertaking or if the Customer is or becomes insolvent (within the meaning of the Corporations Act 2001) or ceases or threatens to cease carrying on business;
(c) if the Customer compounds with or negotiates for any composition with its creditors or permits any judgment against it to remain unsatisfied for 7 days;
(d) if any distress, execution or similar legal proceeding shall be levied upon the Customer,

Woven Image may at its option, without liability or notice, require payment in cash before supplying Goods or Services to that Customer, or may withhold further deliveries to that Customer and cancel all or any outstanding Orders placed by that Customer.

10.3 Upon termination of the Order or suspension of deliveries, Woven Image may recover and resell the Goods and the Customer hereby grants to Woven Image the rights referred to in clause 8.6.

11.NO WARRANTY

11.1 The Customer acknowledges that Woven Image gives no warranty, condition, description or representation in relation to the Goods, either expressly or impliedly. All warranties, terms and condition in relation to the state, quality or fitness of the Goods and of every other kind whether implied by use, statute or otherwise is hereby excluded to the fullest extent permitted by law and in no event shall Woven Image be liable for special or consequential damages. Woven Image accepts no responsibility whatsoever and shall under no circumstances be liable for fire retardant or other finishes completed by third parties, and the Customer agrees to make no claim whatsoever against Woven Image in relation to fire retardant or other finishes completed by third parties.

11.3 Where any applicable legislation implies any term, condition or warranty into the relationship between Woven Image and the Customer or into these Conditions or a contract of sale between Woven Image and the Customer in relation to the sale or supply of Goods or Services, or otherwise gives the Customer a particular remedy against Woven Image, and that legislation or any legislation avoids or prohibits provisions excluding or modifying the application of, or exercise of, or liability under, such term, condition, warranty or remedy, then that term, condition, warranty or remedy shall be deemed to be included in these Conditions, or, as the case may be, apply to that relationship. However, Woven Image’s liability for any breach of such term, condition or warranty or under such remedy shall be limited, at Woven Image’s option, in any one or more of the ways permitted by that legislation including, where so permitted:

(a) if the breach relates to any Goods, to:
(i) the replacement of those Goods or the supply of equivalent Goods;
(ii) the repair of those Goods;
(iii) the payment of the cost of replacing those Goods or acquiring equivalent Goods; or
(iv) the payment of the cost of having those Goods repaired; and
(b) if the breach relates to any Services, to:
(i) the supplying of those Services again; or
(ii) the payment of the cost of having those Services supplied again.

11.4 Except as expressly provided In sub-clauses 11.1 and 11.3, all terms, conditions, warranties, undertakings, inducements and representations, whether express or implied, statutory or otherwise, relating in any way to any Goods supplied or Services performed by Woven Image are excluded.  Without limiting the generality of the preceding sentence, Woven Image will not be under any other liability in respect of any loss or damage (including consequential loss or damage) however caused (whether by negligence of Woven Image or any person or otherwise) which may be suffered or incurred or which may arise directly or indirectly in respect of any Goods or Services supplied by Woven Image.

11.5

(a) Any claims by the Customer for credit, other than claims in respect of return of Goods, will not be valid unless made in writing prior to the end of the payment period referred to in clause 1.2. Claims by the Customer for credit in respect of Goods which are defective in accordance with these Conditions must first have prior written approval of Woven Image’s authorised representative and will not be valid unless made within seven days of delivery of the Goods and the Goods the subject of such claim(s) promptly are returned to Company with a signed Return of Goods Authority on carrier(s) and to warehouse(s) nominated by Woven Image.  

(b) Woven Image is under no obligation to accept claims for Goods returned which have been used, damaged or altered in any way.  All Goods must be returned in their original packaging.

12.LIMITED USE OF INFORMATION AND SOFTWARE

The Customer is provided with restricted rights of access to the Woven Image computer systems and software. The Customer shall ensure that no corrupt or non standard software shall be operated or installed on the Woven Image computer systems. All software and design images shall be provided on a loan basis and shall be deleted from the Customers computer system or storage upon termination of connection to the Woven Image computer systems. All rights to the Woven Image designs, images, code, technical specifications and data on the computer system remain the property of Woven Image Pty Ltd and no transfer or use shall be made of the above rights without the written authority of Woven Image.

14.1 Any notice required to be given shall be addressed to Woven Image at the registered head office in Australia at Building 10, 1 Vuko Place Warriewood NSW 2102, Australia.

14.2 In the event of the invalidity of any provisions or any part of a provision of these terms and conditions, such invalidity shall not affect the validity or enforceability of any other provision or part of a provision of this agreement.

15.INTERNATIONAL SALES

Woven Image and the Customer agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Conditions or the supply of Goods by Woven Image to the Customer.

16.GOVERNING LAW AND JURISDICTION

These Conditions shall be governed by and construed in accordance with the laws in force in New South Wales, Australia. Woven Image and the Customer submit to the non-exclusive jurisdiction of the courts of New South Wales and of the Commonwealth of Australia.

17.DEFINITIONS

17.1 In these terms and conditions:

“Conditions” means these terms and conditions of sale and supply as amended by Woven Image from time to time.

“Confirmation” means Woven Image’s written acceptance of an Order.

“Customer” means a person who has placed an Order with Woven Image or requested a Quotation from Woven Image.

”Customer Specifications” means any specifications or requirements of the Customer as to the description, design, materials and dimensions of any Goods.

“Goods” means any goods requested by the Customer in an Order.

”GST” means the tax payable on Taxable Supplies under GST Legislation.

“GST Legislation” means the A New Tax System (Goods and Services Tax) Act 1999 and any related Act imposing such tax or legislation that is enacted to validate, recapture or recoup such tax.

“Order” means any written order placed by a person for supply of goods or services by Woven Image.

“Person” includes a corporation.

“Quotation” means a quotation given in writing by Woven Image to any person.

“Services” means any services requested by the Customer in an Order.

“Taxable Supplies” has the meaning given to that term in the GST Legislation.

“Woven Image” means WOVEN IMAGE PTY LIMITED ABN 74 003 268 415
whose registered office is at Building 10, 1 Vuko Place, Warriewood, NSW 2102

17.2 Subject to sub-clause 11.3, these Conditions constitute the terms and conditions upon which Woven Image will supply Goods or Services to the Customer and take precedence over any terms and conditions that may be contained in any Order, Quotation or in any other document. Any variation of these Conditions must be in writing and signed by Woven Image and the Customer.