TERMS OF SALE - INTERIOR FLOW

1. APPLICATION OF TERMS OF SALE

The Seller and the Buyer agree that all supply of Goods made by the Seller to the Buyer will be made upon the condition that the following terms of sale apply to the exclusion of all other conditions and warranties in respect of all contracts of sale made between the Seller and the Buyer.

2. DEFINITIONS AND INTERPRETATION

(1) In these Terms: (a) Buyer means the person identified in clause 1 as the Buyer; (b) Goods means goods supplied by the Seller, the subject of a purchase order placed by the Buyer with the Seller and accepted by the Seller, in accordance with the Terms; (c) Insolvent includes bankrupt, insolvent, in receivership, in receivership and management, in liquidation, in provisional liquidation, under official management or any other form of administration, wound up, dissolved, subject to any arrangement, assignment or composition, protected from creditors under any statute, or in receipt of the benefit of any adjustment under statute of liabilities or of their enforcement and Insolvency has a corresponding meaning;(d) List Price means the most current quoted or listed price of a product or item set out in the Seller's pricing; (e) Sales Order means the order confirmation issued by the Seller to the Buyer that is subject to these Terms; (f) Seller means Interior Flow Pty Ltd A.C.N. 626 556 858 trading as Interior Flow; (g) Tax Invoice means the final request for payment issued by the Seller to the Buyer that is subject to these terms; (h) Terms means these printed Terms. (2) Unless the context otherwise requires: (a) References to a party to this deed includes the executors, administrators, successors and permitted assigns of that party; (b) References to any statute, ordinance or other law includes all regulations and other instruments thereunder and all consolidations, amendments, re-enactments or replacements thereof; (c) Words importing the singular include the plural and vice versa, words importing a gender include other genders and references to a person must be construed as reference to an individual, firm, body corporate, association (whether incorporated or not), government and governmental, semi governmental and local authority or agency;  (d) Where any word or phrase is given a defined meaning in this deed, any other part of speech or other grammatical form in respect of such word or phrase has a corresponding meaning;  (e) Headings included in this deed are for convenience only and must be disregarded in the construction of these Terms. 

3. ACCEPTANCE OF ORDER

No binding contract is effected by the Buyer's acceptance of a quotation or offer made by Seller until the Seller confirms such contract by invoice or in writing. Any conditions attaching to an order contained in any written or printed document of the Buyer will not apply unless the Seller accepts them in writing. The Seller reserves the right to accept or decline to fulfill any order in whole or in part at any time notwithstanding that the Seller has already accepted the order.

4. PRICES

(1) All List Prices are subject to variation without notice (2) Subject to clause 3, the Seller accepts all orders on the condition that the Seller will invoice the Goods supplied at the List Price.

5. PAYMENT

(1) The Buyer must pay for the Goods supplied within the times specified on the Sales Order and the Tax Invoice (the "Due Date").

(2) The Buyer must pay the invoice by cash, credit card, cheque or bank transfer. Some credit cards will attract a surcharge. 

(3) The Buyer must pay for the Goods supplied without deduction of any monies due or allegedly due by the Seller to the Buyer, unless such deduction is made with the Seller's prior written consent.

6. DEFAULT

If the Buyer fails to pay for any invoice on or before Due Date, the Seller may: 

(1) Require payment by cash upon supply of any further order; 

(2) Require the Buyer to pay interest at the rate of two per centum (2%) per month, or such other rate as may be determined by the Seller from time to time, calculated on daily rests on any monies due but unpaid, such interest to be computed from the Due Date. The Buyer and the Seller agree that such interest and all such charges will be payable on demand;

(3) Claim from the Buyer for all costs relating to any action taken by the Seller to recover monies or goods due from the Buyer including any legal costs and disbursements on a solicitor/client basis and such costs will be part of the indebtedness of the Buyer to the Seller; and   

(4) Cease any further supply of Goods ordered to the Buyer and to terminate any orders accepted by the Seller that have not been performed. 

7. DELIVERY AND DELAYS IN DELIVERY

(1) Delivery shall be deemed to be made when the Goods are delivered to the place specified in the Sales Order (2) Upon acceptance of a Sales Order the Seller may confirm the period of shipment or delivery and must notify the Buyer of any variation from the quoted period. Unless the Buyer objects in writing within seven (7) days of such notification to the Buyer the period of shipment or delivery notified to the Buyer will be the contractual period for shipment or delivery.Time shall not be considered to be of the essence of the contract. A quoted period for delivery will only commence on the date the Buyer approves the Seller's design and finishes schedules as well as the Buyer complying with the Terms of Payment set out in clause 5. The Seller may extend the quoted period if the Buyer requests any variation to the design and finishes schedules after that date.

(3) The Seller is not liable for any failure to provide or delay in supply of any Goods. Without limiting the generality of the foregoing, the Seller does not accept responsibility for delays arising from strikes, accidents or other contingencies beyond the control of the Seller

(4) Quotes of deliveries are given with best intentions but are not guaranteed. The Seller will not be liable for damages of a consequential nature or other common law damages should delivery be delayed.

8. PART DELIVERY

The Seller reserves the right to make a part delivery of any

Sales Order when necessary. Each part delivery may be invoiced separately, at the Seller's discretion. 

9. SUBSTITUTE GOODS

The Seller reserves the right to supply alternative or substitute Goods when necessary, unless the contrary is agreed to in writing. 

The Buyer must make claims for loss or damage in writing within forty eight (48) hours from the time of delivery of the Goods by the Seller to the Buyer.

11. DEFERMENT OR CANCELLATION OF ORDERS

(1) The Buyer cannot defer to cancel an order unless the deferment and cancellation occurs within five (5) days from the date of the order and such action is authorized in writing by a director of the Seller.

(2) If the Seller authorizes the deferment or cancellation of an order, the Seller may charge a cancellation fee to the Buyer or the greater of: (a) An amount up to 50% of the value of the Goods ordered; or

(b) That proportion of the value of the Goods ordered as specified at the time the Seller accepts the cancellation.

(3) If the Buyer does not adhere to these Terms, the Seller may terminate any contract arising upon the Seller accepting an order placed by the Buyer, without compensation to the Buyer.

12. BUYER'S REPRESENTATIVE

(1) Any request made by or on behalf of the Buyer or by any employee of any officer of the Buyer to change the name or designation of the account of the Buyer with the Seller or to alter the method of operation of such account will not affect or discharge the liability of the Buyer to the Seller.

(2) The Buyer acknowledges that any act done or omitted to be done by any employee, shareholder, director or other officer of the Buyer will, so far as the Seller is concerned, at the option of the Seller, be binding upon the Buyer.  Without limiting the generality of the foregoing, each  employee, shareholder, director and other officer of the Buyer is deemed to have authority to place orders for the supply of Goods by the Buyer from the Seller. 

13. PERSONAL PROPERTY SECURITIES ACT 2009(CTH) 

(1) Notwithstanding any other term, the Goods and any other products delivered by the Seller to the Buyer shall remain the sole and absolute property of the Seller as legal and equitable owner, until the date the first of the following occurs:

(a) There are no longer any amounts owing to the Seller for those Goods;

(b) The Seller registers a Financing Statement (as that term is defined in the PPS Act) in respect of those Goods; and (c) The Buyer sells or transforms those Goods in accordance with clause 13 (3).

(2) Until and unless the Buyer has paid the Seller in full for the Goods, the Buyer must: 

(a) Store those Goods on its premises separately from any other goods that may be in the possession of the Buyer and in a manner which makes them readily identifiable as the Seller's Goods;

(b) Hold those Goods as the Seller's bailee; 

(c) Return those Goods to the Seller on demand; and (d) Immediately pay to the Seller the proceeds of any sale of those Goods or hold any proceeds of any sale.

Goods on trust for the Seller in a separate account

(3) The Buyer agrees that the Buyer shall only sell Goods in respect of which the Buyer has not made full payment to the Seller on the conditions that any such sale is conducted at arm's length and is for the full market value of those Goods and the Seller has not demanded the return of those Goods. 

(4) The Buyer grants to the Seller a Purchase Money Security Interest (as that term is defined in the PPS Act) in all Goods as security for all amounts owing and unpaid by the Buyer to the Seller in respect of those Goods.

(5) The Buyer must not grant any Security Interest (as that term is defined in the PPS Act) or any further Purchase Money Security Interest (as that term is defined in the PPS Act) in the Goods other than the Purchase Money Security Interest referred to in clause 13(4) of these Terms without:

(a) Providing fourteen (14) days prior notice in writing to the Seller; and

(b) Obtaining the prior written consent of the Seller Failure to comply with this term will constitute a breach entitling the Seller to terminate the obligations of the Seller under these Terms.

(6) The Seller may apply to register a Financing Statement or a Financing Change Statement (as those terms are defined in the PPS Act), from time to time, in relation to a Purchase Money Security Interest, without notice to the Buyer.The Buyer must promptly sign any further documents and/or provide any further information requested by the Seller to complete and register a Financing Statement or a Financing Change Statement. The Buyer agrees to indemnify and, upon demand, reimburse the Seller for all costs incurred in searching, registering and/or discharging a financing statement or other document with the PPS Register and any reasonable fees incurred by the Seller in enforcing the Purchase Money Security Interest referred to in clause 13(4) of these Terms.

(7) Until all amounts owing to the Seller for Goods have been received from the Buyer by the Seller, the Buyer grants an exclusive, irrevocable license to the Seller to enter any premises where Goods for which payment in full has not been received by the Seller are kept to take possession of those Goods and to use all reasonable force in doing so without any liability for any resulting damage.

(8) The Buyer acknowledges and agrees that the Seller may exercise any and all remedies afforded to a Secured Party (as that term is defined in the PPS Act) including, but not limited to, entry into any building or premises owned, occupied, or used by the Buyer, to search for and seize, dispose of or retain those Goods in respect of which the Buyer has granted to the Seller a Purchase Money Security Interest.

(9) The Buyer and the Seller agree, pursuant to Section 115 of the PPS Act, to contract out of the following provisions of the PPS Act in respect of all Goods:

(a) Sections 95, 121(4), 123(2), 130 and 135 of the PPS Act (to the extent that the Seller is required to give notice to the Buyer); and  

(b) Sections 96, 125, 129(2) 132(3)(d), 132(4), 142 and 143 of the PPS Act.

(10) To the extent permitted under the PPS Act, the Buyer expressly waives its right to receive from the Seller a copy of any Financing Statement, Financing Change Statement or Verification Statement (as that term is defined in the 

PPS Act) that is registered, issued or received at any time in relation to any Goods.

(11) The Buyer warrants that it is not at the time of entering into this Contract insolvent and knows of no circumstances which would entitle any creditor to appoint a receiver or to petition for winding up or to exercise any other rights over or against its assets.

(12) These provisions relating to title shall apply notwithstanding any agreement or arrangement, whether part of this Contract or otherwise, pursuant to which the Seller may give credit to the Buyer.

14. RISK 

Loss or damage suffered by the Buyer after the supply of the Goods by the Seller, does not discharge the Buyer from the obligation to pay for the Goods unless the loss or damage is due to the default or negligence of the Seller.

15. LIMIT OF LIABILITY

(1) The Seller gives no warranty in relation to the supply of the Goods

(2) The Buyer acknowledges that the Buyer has not relied upon any representation or warranty made by or on behalf of the Seller in relation to the supply of the Goods ordered.

(3) The Competition and Consumer Act 2010 and certain State and Territory legislation may imply certain conditions and warranties into this contract for the benefit of the Buyer.

To the extent permitted by law:

(a) Such conditions and warranties are expressly excluded; and (b) The Seller's liability if any arising from the breach of such conditions and warranties is limited to the re-supply of the Goods.

(4) The Seller does not undertake any liability for any loss or damage to persons or property of any nature or due to any cause or for any amount as a result, direct or indirect, of any defect, deficiency or discrepancy in the Goods supplied by the Seller. Subject to the warranties supplied by the statute which cannot be negatived, it is the Buyer's responsibility to ensure that any Goods ordered are sufficient and suitable for the Buyer's purpose. 

16. WARRANTIES 

(1) The warranty period commences when: 

(a) All goods have been delivered; 

(b) Any installation work required by the Seller has met practical completion;

(c) Where required by the Quotation the installation has been signed off by the Buyer's representative.

(2) The Seller warrants its Goods to be free from defects in material and workmanship, regardless of the number of shifts during which the Goods are used, provided the Goods are installed and maintained according to the Seller's published instructions, by authorized and accredited personnel of the Seller, for the period the manufacturer sets for each Good ("Warranty Period").

(3) The Seller will during the Warranty Period, free of charge, repair or replace with comparable Goods (at the Seller's option) any product, part or component which fails under normal use as a result of such defect in material or workmanship. This warranty extends only to the original purchasers who acquire new Goods from the Seller or other authorized resellers. The terms of this warranty set forth:

(a) All of the warranties given with respect to the Goods and authorized resellers;

(b) All of the warranties with respect to the products and the 

Seller disclaims any other warranty; and

(c) All remedies available with respect to defective Goods 

(4) This warranty does not apply to normal wear and tear. Natural variations occurring in wood, marble and leather are not considered defects, the Seller does not warrant the colour fastness or matching of colours, grains or textures of these natural materials or textiles. The Seller will not be liable for any variations occurring in any material, caused by any environmental factor. All products supplied are for indoor use only, unless otherwise stated in writing by the Seller.

(5) To the extent allowed by law, any implied warranties including any warranty of merchantability or fitness for a particular purpose are limited in duration of these written warranties.

The Seller shall not be liable for loss of time inconvenience, commercial loss, incidental or consequential damages.

(6) Service problems should be referred and/or returned to the Customer Service Coordinator for the Buyer's region.

(7) The Buyer may be required to supply a proof of purchase. This is at the Seller's discretion.

17. INDEMNITY

The Buyer must indemnify and keep indemnified the Seller in respect of all costs, charges, interest and expenses  (including legal costs as between legal and own client) incurred by the Seller in enforcing or attempting to enforce all or any of the rights, powers or remedies of the Seller  arising pursuant to these Terms or otherwise arising in  connection with the collection or any attempt to collect  any money or in the future due or owing by the Buyer to the Seller.

18. PRODUCT STEWARDSHIP 

(1) The Seller will accept furniture for recycling provided the following conditions are met:

(a) The Buyer confirms in advance with the Seller the return of the Goods to the Seller; 

(b) The Buyer provides proof of purchase if there is no identifiable branding on the Goods;

(c) The Buyer bears the cost for the return of the Goods;

(d) The Goods are not contaminated in any way, included but not limited to, the application of protective coatings, adhesives, paint or any other coatings.

(2) If any of the conditions in clause 18(1) are not met, the Goods may be returned to the Buyer at the Buyer's (2) If any of the conditions in clause 18(1) are not met expense.

(3) The Seller will offer replacement parts that are subject to the warranties under clause 16 of these Terms, and if required, these replacement parts will be subject to a further warranty.

(4) If the Goods have been re-fabricated or altered in any other way, it will be deemed to be recycled and will not be accepted back by the Seller for additional recycling. 

(5) If the Buyer breaches any condition under clause 18 the Seller reserves the right to exclude the Buyer from participating further in the Product Stewardship program.

19. INSPECTION & ACCEPTANCE

a. The buyer shall inspect and sign for all goods upon delivery. Accepting the goods is an acceptance of the condition in which they are delivered. If the goods are damaged when delivered, the buyer must refuse goods.

b. Upon accepting the goods, the risk in the goods shall pass to the buyer and the buyer accepts the responsibility for insurance from that time notwithstanding the buyer does not become the owner of the goods until payment in full.

c. The buyer shall within forty-eight hours of delivery give notice to Interior Flow Pty Ltd of any matter or thing in which the buyer alleges that the goods are not in accordance with the buyer”s order.

d. Failing such notice and to the extent permitted by statute, the goods and their condition shall be deemed to have been delivered and accepted by the buyer.

e. Variations will occur in natural products such as stone, timber and leather. No guarantee can be given to exactly replicate the natural features of products displayed in our showroom or online.

20. GOVERNING LAW

This Contract is governed by Victorian law and each party submits to the non exclusive jurisdiction of the courts in that State.