Terms & Conditions
1. Dictionary In these terms and conditions:
a. “ACL” means the Australian Consumer Law as contained at Schedule 2 to The Competition and Consumer Act 2010 (Cth).
a. “ARCHIPROFILES” means Archiprofiles Pty Ltd d A.C.N. 161139037, NSW 2015, who is also the Secured Party.b. “Authority” means any governmental or semi-governmental entity, authority, agency, commission, corporation or body (including those constituted or formed under any statute), local government authority, stock exchange, administrative or judicial body or tribunal or anyone else with the power to impose requirements or conditions directly or indirectly in respect of the Goods or their use.
b. “Business Day” means Monday to Friday 9:00am to 4:00pm excluding public holidays.
c. “Contract” means the agreement between ARCHIPROFILES and the Customer, incorporating these terms and conditions.
c. “Customer” means the person to whom ARCHIPROFILES supplies Goods, who is also the Grantor.
d. “Goods” mean any item purchased by the Customer from ARCHIPROFILES and also has the meaning defined in the PPSA.
. “Goods Warranty Period[AS1] ” means a period of one (1) year after supply of the Goods by ARCHIPROFILES to the Customer.
f. “PPS Register” means the Personal Property Securities Register established under section 147 of the PPSA.
g. “PPSA” means the Personal Property and Securities Act 2009 (Cth).
h. The terms “Collateral”, “Debtor”, “Financing Change Statement”, “Financing Statement”, “Grantor”, “Proceeds”, “Purchase Money Security Interest (“PMSI”)”, “Secured Party”, “Security Agreement”, and “Security Interest” have the meanings defined in the PPSA.
i. “Standards” means any Australian Standard or any other standard that relates or may relate to the Goods or how they are used, and any requirement of any Authority in respect of any Goods or services supplied by ARCHIPROFILES.
2. Formation of Contract and Cancellation
2.1 Any quotation by ARCHIPROFILES is not an offer to sell, and an order by the Customer will only bind ARCHIPROFILES when it is accepted by ARCHIPROFILES in writing. Any such acceptance is subject to these terms and conditions, and the Customer agrees to be bound by these terms and conditions with effect from such acceptance. . No modified or other terms and conditions will be recognised by ARCHIPROFILES unless ARCHIPROFILES has specifically agreed in writing. Failure by ARCHIPROFILES to object to provisions contained in a purchase order or other communications by the Customer is not to be construed as a waiver of these terms and conditions or an acceptance of the Customer’s terms and conditions.
2.2 These terms and conditions apply to the manufacture or sale of any Goods by ARCHIPROFILES to the Customer except as varied in writing signed by ARCHIPROFILES and the Customer. To the extent permitted by law, these terms and conditions apply to and prevail over any terms and conditions implied by trade, custom, practice or a course of dealing.
2.3 If the Customer wishes to vary or cancel any order after it has been accepted, the Customer acknowledges that ARCHIPROFILES has the discretion to either refuse or accept such variation or cancellation request by the Customer.
3. Goods Supply Arrangements
3.1 All orders placed by the Customer must be in writing to ARCHIPROFILES and set out the Goods sought.
3.2 Upon receipt of an order, ARCHIPROFILES will indicate to the Customer the estimated delivery date of the Goods. ARCHIPROFILES shall not be liable for any delay or failure to meet the estimated delivery date.
3.3 The price of the Goods is set out in the current website listing or as quoted to the Customer by a duly authorised officer of ARCHIPROFILES. Prices are in Australian dollars and are inclusive of duties and taxes and exclusive of GST unless otherwise specified.
a. Quantity discounts for trade accounts are assessed on annual sales, discounts are only available on orders 100 metres or more [AS2] and apply to sea-freighted orders only.
3.4 Payment by the Customer for the Goods is due at the time the Customer orders the Goods or, if credit terms have been extended to the Customer by ARCHIPROFILES in writing, in accordance with the terms of that credit account.
3.5 If any correctly rendered invoice is not paid on or before seven (7) days after the due date, or if the Customer is in default of any contract with ARCHIPROFILES, or if the Customer enters into liquidation, or if any form of composition with its creditors, has a receiver, receiver and manager or mortgagee in possession appointed or becomes insolvent, or if the contract is terminated by either party, then, without limiting ARCHIPROFILES’s other rights:
a. all of the moneys that the Customer owes ARCHIPROFILES on any account shall become immediately due and payable; and
b. ARCHIPROFILES may suspend or cancel any outstanding orders for any other Goods; and
c. the Customer must pay ARCHIPROFILES (in the following order): the costs of enforcing its rights against the Customer including, but not limited to, all legal costs and disbursements (on a solicitor/own client basis); then bank or similar fees that result from default in, dishonour or re- presentation of, or delay in, any payment by the Customer; then interest on the overdue amounts, calculated on daily balances commencing from the due date for payment, at the rate of 15%[AS3] on the outstanding price; then the outstanding price due for all or part of any Goods supplied by ARCHIPROFILES to the Customer. The parties agree that the interest rate set out in this clause is a genuine pre-estimate of the damage that ARCHIPROFILES is likely to suffer in the event of a breach by the Customer.; and
d. the Customer acknowledges that it has no right to deduct or set off any amount, disputed or otherwise, against moneys due to ARCHIPROFILES.
4. Delivery
4.1 Except as otherwise specified, prices include standard packaging of the Goods to the Customer at ARCHIPROFILES's premises.
4.2 If the Customer requests alternative packaging or delivery arrangements for the Goods, ARCHIPROFILES is entitled to invoice the Customer for those services. If ARCHIPROFILES agrees to arrange courier delivery on behalf of the client delivery will be subject to the terms and conditions of the courier company sourced to deliver the goods. ARCHIPROFILES is not liable for any delays.
Delivery Options:
-In person from our despatch warehouse 7 days NSW 2015
-Self-managed courier pick-up
-Courier delivery on the customer's behalf - these deliveries are subject to the courier agent's delivery instructions and conditions
4.3 The Customer acknowledges that its acceptance of delivery of the Goods is an act done by or with its authority with the intention of accepting the security agreement referred to in clause 6 hereof in respect of those Goods
4.4 If all or part of an order of any Goods is not collected or accepted by the Customer for any reason[AS4] , ARCHIPROFILES may place such Goods in storage, including at or on ARCHIPROFILES premises. The Customer must pay ARCHIPROFILES all expenses incurred in relation to storing any Goods not collected or accepted and in any case an amount not less than the commercial value of comparable storage.
5. Retention of Title
5.1 Title to the Goods supplied by ARCHIPROFILES passes to the Customer only when ARCHIPROFILES receives cleared funds in full payment for all Goods supplied by ARCHIPROFILES.
5.2 Until title to the Goods passes to the Customer:
a. the Customer must hold the Goods solely as fiduciary bailee for ARCHIPROFILES.
b. the Customer must store the Goods separately from its own goods and those of other persons and in such manner as will clearly identify the Goods as the property of ARCHIPROFILES.
c. the Goods are and shall remain PPSA retention of title property and section 51F of the Corporations Act 2001 applies.
6. The PPSA
6.1 The contract, which includes these terms and conditions, between ARCHIPROFILES and the Customer is a Security Agreement for the purposes of the PPSA and if the Goods are supplied by ARCHIPROFILES to the Customer without payment by way of cleared funds being made at the time of supply: a. ARCHIPROFILES holds a Security Interest in Goods supplied by it to the Customer (“Collateral”) and any Proceeds thereupon arising in accordance with and subject to the PPSA;
a. that Security Interest will be a PMSI;
b. ARCHIPROFILES’s Security Interest in the Goods continues notwithstanding the Goods may be processed, commingled or become an accession with other goods;
c. ARCHIPROFILES’s Security Interest will be a continuing and subsisting Security Interest in the Collateral with priority to the fullest extent permitted by law; and
d. in addition to any other rights under these terms and conditions or otherwise arising, ARCHIPROFILES may exercise any and all remedies afforded to it as a Secured Party under Chapter 4 of the PPSA including, without limitation, entry by it, its servants or agents into any building or premises owned, occupied or used by the Customer, to search for and seize, repossess, dispose of or retain those Goods.
6.2 The Customer undertakes to:
a. sign any further documents and provide such information which ARCHIPROFILES may reasonably require to register, amend or update a Financing Statement or Financing Change Statement in relation to a Security Interest on the PPS Register or to further protect its rights pursuant to this clause 6;
b. indemnify and upon demand reimburse ARCHIPROFILES for all expenses incurred in registering a Financing Statement or Financing Change Statement on the PPS Register or releasing any Security Interests;
c. provide ARCHIPROFILES not less than seven (7) days prior written notice of any proposed change in the Customer’s name, address, contact numbers, business practice or such other change in the Customer’s details registered on the PPS Register to enable ARCHIPROFILES to register a Financing Change Statement if required.
6.3 ARCHIPROFILES and the Customer contract out of sections 96, 125 and 132(3)(d) and 132(4) of the PPSA. 6.4 The Customer hereby waives its rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
6.5 The Customer waives its rights as a Grantor and/or a Debtor under sections 142 and 143 of the PPSA.
6.6 The Customer waives its right to receive a verification statement under section 157 of the PPSA. 6.7 The rights of ARCHIPROFILES expressed in this clause 6 will survive the termination of the contract, howsoever that shall occur, to the extent permitted by law.
7. Risk and Insurance
7.1 Notwithstanding that title in the Goods may remain with ARCHIPROFILES until cleared funds as payment in full is received, risk in any such Goods and liability for any loss or damage passes to the Customer immediately on their collection by or on behalf of the Customer.
7.2 Any claim for damage or short delivery must be made in writing and addressed to ARCHIPROFILES and received by ARCHIPROFILES within twenty-four (24) hours of delivery of the Goods by or on behalf of the Customer[AS5] .
7.3 It is the responsibility of the Customer to effect insurance from the time the Goods are collected to the time title passes to the Customer in respect of loss or damage to such Goods for their full replacement value against all risks[AS6] prudently insured against including, without limitation, loss or damage whilst the Goods are in transit.
7.3.1 Goods taken on loan[AS7] by the Customer will be returned within two (2) working days, failure to comply will result in an automatic direct debit for the full amount of the Goods.
7.3.2 Goods on loan, the Customer is to effect insurance from the time the Goods are collected are returned, Goods returned damaged will result in an automatic direct debit for the full amount of the Goods.
8. Goods Warranty Period, Limitations and Exclusions
8.1 To the full extent permitted by law, and subject to the remainder of this clause, the parties agree that neither party to this Contract shall have any liability, obligation or responsibility, whether in contract, tort (including but not limited to negligence), under statute or on any other basis, for any indirect, incidental, consequential, special or exemplary damages, or damages for loss of profits, revenue, data or use, arising in any way in connection with this Contract, including, but not limited to, damage to property, injury to persons, lost profits, or delays or inconvenience, even if such party has been advised of the possibility of such damages (“Claim”).
8.2 To the full extent permitted by applicable law, ARCHIPROFILE's maximum aggregate liability in respect of any Claim shall not exceed the amount of the fees paid by the Customer to ARCHIPROFILE under this Contract during the previous 12 month period in which such claim arises.
8.3 Where the Customer obtains goods or services from ARCHIPROFILES as a consumer, within the meaning of the Australian Consumer Law, the following provisions of this clause 8.3 shall apply.
i. Such goods and services are supplied subject to the guarantees set out in Division 1 of the Australian Consumer Law (“the Guarantees”);, subject to clauses (ii) and (iii);
ii. In the case of goods, the liability of ARCHIPROFILES for failure to comply with a guarantee (other than a guarantee under section 51, 52 or 53 of the Australian Consumer Law) is limited to the replacement of the goods or the supply of equivalent goods;
iii. In the case of services, the liability of ARCHIPROFILES for failure to comply with a guarantee is limited to the supply of the services again; and
iv. This clause 8.3 prevails over all other provisions of this Contract.
8.4. The Customer releases ARCHIPROFILE’s employees and contractors (“ARCHIPROFILES Staff”) from any claim for which ARCHIPROFILES is not liable to the Customer under this Contract. Without limiting the foregoing, the Customer shall indemnify Archiprofiles for any claim against ARCHIPROFILES by any ARCHIPROFILES Staff as a result of the Customer making a claim against such ARCHIPROFILES Staff. The Customer is agreeing to this clause 8.4 with ARCHIPROFILES as the agent of such ARCHIPROFILES Staff.
8.5 When returning the Goods, the Customer must provide proof of purchase from ARCHIPROFILES. ARCHIPROFILES reserves its right to verify the Customer’s claim and will notify the Customer of its determination within a reasonable time.
8.6 If the Customer changes its mind about the Goods, ARCHIPROFILES does not have to give the Customer a refund.
8.7 ARCHIPROFILES makes no warranty that the Goods meet any particular Standards, and the Customer shall rely on their own inquiries in all respects.
9. Warranties
9.1 The Customer warrants that:
a. it has not relied on any representation made or implied by ARCHIPROFILES or arising out of or implied by ARCHIPROFILES's conduct, nor upon any description, illustration or specification contained in any document produced by ARCHIPROFILES, including any catalogue or publicity material, unless made in writing for the purposes of a particular order and signed by a duly authorised officer of ARCHIPROFILES.
b. because the Customer has had and taken the opportunity to independently check and form its own view about the significance, and the accuracy or otherwise, of the representation, to the extent that ARCHIPROFILES has made or implied any representation that is not expressly stated in these conditions, it does not rely on that representation.
c. the information contained in the Customer’s order is accurate and correct to the best of the Customer’s knowledge and ability.
d. it will not onward sell the Goods for the purpose of commercial resale.
e. The customer acknowledges they have read the manufacturer’s installation guidelines and product safety specifications.
(1) Technical Information
(2) Working Conditions
(3) Accessories
(4) Glues[AS8]
The supplier's adhesives will only be sold in quantities proportional to the quantity of goods ordered, in ARCHIPROFILES’ reasonable opinion.
10. Goods & Services Tax
10.1 ARCHIPROFILES may add to each of the amounts payable by Customer for relevant taxable supplies, an amount equivalent to the GST liability of ARCHIPROFILES in respect of the taxable supply as reasonably calculated by ARCHIPROFILES and the Customer must pay ARCHIPROFILES the higher amounts which result. ARCHIPROFILES will issue a tax invoice or tax invoices as required, which shall be payable at the same time and the same manner as the other sums payable pursuant to this Contract.
11. Unexpected Delay
11.1 This clause applies if something happens which is beyond ARCHIPROFILES's reasonable control which makes it impossible, more difficult or more expensive for ARCHIPROFILES to perform its obligations in its usual way. In those cases ARCHIPROFILES may wait until it is again possible for ARCHIPROFILES to perform its obligations in its usual way without additional difficulty or expense and ARCHIPROFILES is not liable for any delay which results. Without limiting those general words, this clause applies where ARCHIPROFILES has problems due to accidents, strikes, transport difficulties or stock shortages.
12. Custom Orders
12.1 The Customer acknowledges and accepts that ARCHIPROFILES customised[AS9] orders items are manufactured to the Customer’s order by the supplier's factory overseas.
12.2 Standard sea freight delivery times for ARCHIPROFILES Special[AS10] Orders are eight to ten weeks and for air freight, one to two weeks or Express Courier 4-5 days at the customers cost.
12.3 For the avoidance of doubt, the Goods are deemed to be collected by the Customer once they leave the supplier's factory overseas.
4. Custom orders are non-refundable.
13. Credit Card Payments
13.1 All VISA, MASTERCARD and AMEX and PayPal payments by the Customer to ARCHIPROFILES will incur an additional charge by the third party service provider. ARCHIPROFILES will pass payment of that additional charge on to the Customer and the Customer agrees to make payment of the additional charge. ARCHIPROFILES will give notice of the amount of that additional charge to the Customer before processing the Customer’s payment.
14. Equipment-Rental
14.1 Credit card details will be given by the Customer as security for rental plus ancillary charges if any for damage / overdue return fees.
14.1 Overdue rental returns will be charged at double the daily rate up to 14days. This is a genuine pre-estimate of the loss that ARCHIPROFILES is likely to suffer as a result of the breach of the rental terms.
14.2 Failure to return the overdue rental after 14 days will result in a credit card debit for the full purchase cost of the item/s from the hirer's account[AS11] . This is a genuine pre-estimate of the loss that ARCHIPROFILES is likely to suffer as a result of the breach of the rental terms.
14.3 Damaged equipment will incur full replacement costs from the hirer's credit card account / repair costs.
15. Miscellaneous
15.1 These terms and conditions and every related contract is governed by the laws of the State of New South Wales and the parties hereby submit to the non- exclusive jurisdiction of the Courts operating in New South Wales in connection thereto.
15.2 If any of these terms or conditions is void or unenforceable such provisions must be read down as far as is required by law to render it enforceable or, if unable to be read down, must be severed and the balance will remain in full force and effect.
16.Privacy
We do not divulge customer personal details unless required by law to do so. We do not sell contact details to third parties and we do not engage in any mass mail, email or telephone marketing campaigns. Any and all information given to us is treated as strictly confidential.
17. Pricing
17.1 Prices are subject to change without notice due to international currency fluctuations, international transport and the manufacturers price increases
18.Quotes
Quotes are valid for 30 days from the date of issue unless specified differently.
19. Orac Designs
Archiprofiles is the representative for Orac designs which are its exclusive property. In no case shall Orac’s designs be reproduced, even partly, be communicated to a third party or used for any purpose without Orac's express written permission. Further legal information can be found at https://www.oracdecor.com/en/general-sales-conditions. Products, including Orac products, provided to the customer may not be copied. If it is found that works had been carried out using products which have been copied from Orac products supplied to the customer, whether as samples or otherwise, the customer shall pay Archiprofiles the amount Archiprofiles would have charged for providing those products.
20. Force majeure
If any circumstances beyond Archiprofiles’ control prevent it from performing any of its obligations under this agreement, those obligations shall be suspended for so long as those circumstances exist. Archiprofiles shall be required to take all steps reasonably necessary on its part, if any, to bring such circumstances to an end. If such inability to perform its obligations continues for more than 60 days, either Archiprofiles or the customer shall have the right to terminate any order affected by such inability.