General Terms and Conditions
1. Placing Orders/Pricing
1.1 All details regarding product name, pattern name, colour number, your order number and delivery address must be supplied by the Customer when making an order.
1.2 Orders shall only be accepted from the Customer that is purchasing the goods. No order will be accepted for and or on behalf of another.
1.3 Goods may be reserved by the Customer for a period of up to 3 days. If an order for the reserved goods is not received within 3 days, the reservation will automatically lapse. Extensions of reservations may be granted by the Company at its absolute discretion. The Company will not accept product reservations from clients with a trading account whose credit has been halted.
1.4 All orders shall be invoiced at the current published price list.
1.5 Delivery of all goods is at the customers expense, unless otherwise approved by the Company. A guide to freight costs is included in the Company’s price list and will be updated from time to time, at the sole discretion of the Company.
1.6 The Company endeavors to give as much notice of price changes as possible. However, due to circumstances beyond the control of the Company, prices are subject to change without notice.
1.7 The prices quoted by the Company shall not be varied for a period of 60 days from the date of the written quotation. Following the expiration of this period, the negotiated price must be confirmed, and the responsibility shall rest with the Customer.
1.8 Quotes on fire retarding of fabrics should be checked with every order for which the process is required.
1.9 Where orders are placed for specially woven yarn dyed fabric or custom project, the quantity supplied shall vary in accordance with industry standard, which is plus or minus 10%. If a minimum quantity is essential, then this should be made clear by the Customer at the time of ordering.
2.1 If an exact colour match is required, the Customer shall request a sample of our present stock for the Customer's approval, or the Customer may send the Company a sample to match. As colour variations often cannot be avoided from one dye lot to another, the Company does not guarantee dye lots and can issue no credit for dye lot variation unless a colour sample was submitted to be matched with the order.
2.2 While most fabric tolerances are stated, the fabrics are not guaranteed by the Company against shrinkage, fading or wear.
2.3 Widths and repeats may vary as may dye lots.
2.4 Fabrics used as curtains, when held against the light cannot be guaranteed against flaws.
2.5 Fabrics are not completely stable and stretching and shrinkage may occur because of changing humidity, a 2 - 3% change may be expected and is reasonable. Tolerances for EchoPanel® or any of its derivative products are stated on the Woven Image website.
3. Payment Terms
3.1 At the Company’s sole discretion, a 50% deposit may be required prior to any supply.
3.2 The terms of payment are strictly 30 days from the date of invoice, or such other period as nominated by the Company from time to time, and payment of all fees, charges and costs are due and payable on that date.
3.3 Cash sales must be paid in advance before the order is processed.
3.4 All payments taken via credit card will incur a surcharge of 1.5%.
3.5 In the event of a dispute, the complete undisputed portion of the account must be paid in accordance with the Payment Terms.
3.6 Should it be considered necessary by the Company to incur legal and/or any other expenses, including any such expenses to any debt collection agency, in obtaining, or attempting to obtain, payment for any amount due by the Customer, the Customer shall be liable for all such expenses.
3.7 Amounts received by the Company may be applied first against interest, charges, and expenses.
3.8 Interest on overdue amounts may be charged at a rate of 3 % per calendar month or part thereof and the Customer shall be liable for, and expressly undertakes to pay, all such interest.
3.9 Any payment made by or on behalf of a Customer which is later voided by the application of any Statutory Provision shall be deemed not to discharge the Customer’s indebtedness and, in such an event, the parties are to be restored to rights which each respectively would have had if the payment had not been made.
3.10 The Customer shall be liable for and expressly undertakes to pay all fees (including an Administration Fee in an amount to be set from time to time by the Company) for all costs incurred because of any cheque or electronic banking transaction being dishonoured for whatever reason.
3.11 When accounts are outside the terms of trade of 30 days payment net, the Company reserves the right to withhold goods without notice and no further orders will be accepted until the account is brought up to date. If an account remains unpaid for 90 days, the Company reserves the absolute right to cancel the account, without further notice.
4.1 Deliveries will be made to the address nominated by the Customer on the order form. If the Customer requests delivery of the goods to a third party, that third party must accept the goods for an on behalf of the Customer.
4.2 Unless specifically requested, all deliveries within Australia will be made by Road Freight or as arranged by the Company, in its absolute discretion.
4.3 The Customer shall, at its own expense, provide all necessary labour and equipment to off load the goods on arrival at the nominated place of delivery.
4.4 The delivery times made known to the Customer are estimates only and the Company shall not be liable for any loss or damage, including consequential loss or damage, arising from delay in delivery or failure to deliver goods, either whole or in part, due to circumstances beyond its control.
4.5 The Company’s obligation to deliver shall be discharged on arrival of the goods at the Customer’s nominated delivery destination or nominated agent or carrier. If the Customer is unable or unwilling to accept physical delivery of the goods when the said goods is ready for delivery, the Company shall be entitled to charge a fee for any delay suffered, or to arrange for storage of the goods; at the risk and cost of the Customer including all transportation, storage, and other consequential costs.
4.6 If delivery of the goods or completion of any work undertaken by the Company 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 the Company in circumstances where the Company is able to deliver same, then the Customer shall be liable for any and all charges, losses and expenses incurred by Company arising there from.
5.1 The Customer shall inspect the goods upon delivery and prior to installation and will, within 7 days, notify the Company of any defects (including colour variations), short deliveries, or any failure to fulfill any quotation or order.
5.2 The Customer will, within a reasonable time following delivery, grant the Company access to the Collateral to inspect for any alleged defects.
5.3 Should the Customer fail to notify the Company within the specified period then the goods shall be deemed to be following the order, free from any defect whatsoever and the Company will not be held responsible for any damage to the goods and will not approve a return or replacement.
6.1 The Company does not warrant that the goods is fit for a particular purpose and, except or unless otherwise stated herein, warranties relating to title, defects or conformity of the goods are expressly excluded.
6.2 Any costs associated with the return of goods for the purpose of a warranty claim shall be the responsibility of the Customer.
7. Retention of Title
7.1 Title in all the goods supplied shall remain vested in the Company and shall not pass to the Customer until all monies owing to the Company by the Customer together with all collection, repossession and/or legal costs incurred, have been paid in full. Until title passes to the Customer, the Customer acknowledges that these conditions create, in the Company’s favor, a PPSA purchase money security interest in the goods and any proceeds of their sale.
7.2 The Company shall retain an equitable interest in the goods, whether separate or co-mingled or accessioned, which shall be stored in such a manner as to be clearly identifiable as the property of the Company, until title has passed to the Customer and further, upon re-sale of the goods by the Customer, the Company shall have the right to trace any proceeds of sale to the extent that they relate to its goods which are incorporated.
7.3 If payment has not been received, the Customer will transfer to the Company all its rights in respect of the sale price.
7.4 The Company may demand at any time until title has passed to the Customer that the Customer returns the goods or any part of them.
7.5 In the event that the Customer defaults in the payment of any monies owing, the Company and its employees or agents shall have the right to enter without notice upon the Customer’s premises or any other premises where the goods are known to be stored to repossess the goods and for this purpose the Customer shall grant reasonable access rights and the Company, its employees or agents shall be entitled to do all things required to secure repossession.
8.1 Notwithstanding Retention of Title provisions as per clause 8 hereof, the risk in goods purchased shall pass to the Customer upon delivery to the Customer or its agent or a carrier nominated by the Customer.
8.2 If any of the goods is damaged or destroyed prior to the title in them passing to the Customer, the Company is entitled, without affecting any other rights and remedies under any agreement, to any insurance proceeds payable for the goods.
9.1 The Company may cancel the delivery of goods at any time before delivery by giving notice to the Customer by any means.
9.2 The Company shall not be liable for any loss or damage, including any consequential loss or damage, arising from such cancellation.
9.3 Orders accepted by the Company cannot be cancelled or delivery deferred, or goods returned except with the written consent of the Company. The Company will only accept cancellations where product has not been altered. In such circumstances, a 20% cancellation fee shall be payable by the Customer. Special items not considered as standard inventory by the Company such as products from Knoll Textiles will not be accepted for return by the Company. Due to the high risk of damage to the boards, the Company will not accept back into stock any EchoPanel® deliveries.
9.4 If the Company consents to an order cancellation by the Customer, the Customer may be liable for any costs incurred by the Company up to the time of the cancellation including, but not limited to, any re-stocking fees incurred by the Company.
10. Limitation of Liability
10.1 The Customer acknowledges that no warranty, condition, description, or representation in relation to the goods is given by the Company, 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 the Company be liable for special or consequential damages.
10.2 Except as otherwise required by law, the liability of the Company in respect of any goods supplied shall be limited at the election of the Company to:
i. The repair or replacement of the goods or supply of equivalent goods; or
ii. Payment of the cost of replacing the goods where payment in full has been made.
10.3 The Company accepts no responsibility whatsoever and shall under no circumstances be liable for fire retardant or other finishes completed by third parties.
10.4 The Company will endeavor to ensure there is no more than one fault per ten (10) running meters of fabric. Any faults that are included in a shipment will be compensated with an extra 20cm of fabric per fault.
10.5 Once a goods delivery has been altered in any way, the Company will not consider the return of the goods.
10.6 Any goods that are a current Australian stock product and the customer would like to swap for another colour of the same product and same quality will incur a freight charge for the second delivery.
10.7 The Company will only consider return of unaltered goods within 30 days of date of invoice. Request for returned goods is at the discretion of the Company. Goods returned by the customer and accepted by the Company will incur a 20% restocking fee.
11.1 The Company accepts no responsibility for changes in any law which may affect the supply of goods.
11.2 Neither the Company nor the Customer shall be liable for any breach of any provision of any contract between them arising from an act of their respective God, natural disaster, terrorism, war or any other, specified, or un-specified, occurrence beyond the control of either party.
11.3 The invalidity or unenforceability of any provision of these General Terms and Conditions shall not affect the validity or enforceability of the remaining provisions.
12.1 No delay or omission by a party to exercise any right power or remedy available to that party because of a continuing breach or default pursuant to these terms and conditions will impair any such right, power or remedy, nor will it be construed to be a waiver of that party’s rights to act or make a claim in respect of a continuing breach or default.
13. Acceptance of Terms and Conditions
13.1 The placement of an order by the Customer constitutes acceptance of these terms and conditions as the sole basis of the sale of goods to the exclusion of any conditions of purchase appearing on any document of the Customer. Modifications of these conditions expressed in any document of the Customer will not apply unless expressly accepted by Woven Image® in writing.