Terms and Conditions

ROOM & CO. PTY LTD TERMS AND CONDITIONS AND CLIENT AGREEMENT (WHOLESALE AND TRADE CLIENTS ONLY)

 

These Terms and Conditions constitute an agreement between You and Room & Co. Pty Ltd (ACN 625 276 584) (“R+C”). Please read them carefully as they set out the Terms and Conditions under which You purchase products from R+C. By completing the Client Registration form, using the R+C website, placing an order or accepting any written offer or quotation by R+C to supply goods, You agree to be bound by the Terms and Conditions of this agreement. “You” and “Customer” means the person named as the Client on any Client Registration form or other form of application or Order for the supply of Goods completed or made by such person and any person using the website (and “Your” has a corresponding meaning). “Goods” means all Goods or Services supplied by R+C to You at Your request from time to time (where the context so permits the terms “Goods,” “Products,” or “Services” shall be interchangeable for the other).

 

1. AGREEMENT

 

1.1 An agreement is taken to have been exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions between You and R+C when:

 

(i) R+C receives an Order and does not reject it before confirming dispatch of the Order.

(ii) R+C confirms and accepts an Order by notifying You in written or electronic form confirming receipt of the Order and/or You receive written or electronic notification confirming dispatch of the Order; and Until confirmation of dispatch of an Order R+C may reject Your Order and refund any payment made by You.

 

1.2 Each Order is a separate agreement and these Terms and Conditions will be deemed to be incorporated into any and each agreement between R+C and You. Any terms and conditions contained in any Order, acceptance or other document from You and all representations, statements, terms and conditions and warranties (whether implied by statute or otherwise) not embodied in these Terms and Conditions are expressly excluded to the fullest extent permitted by law.

 

1.3 All Orders by You for Goods must be made by way of order form transmitted electronically to R+C and will be deemed to be an offer by You to purchase the Goods pursuant to these Terms and Conditions.

 

1.4 The price payable for the Goods will be the price quoted for the Goods by R+C or where no quotation is given as detailed on this website.

 

1.5 The Goods will be deemed ordered and supplied in accordance with the description and the product name or number detailed on this website or in any separate quotation given by R+C.

 

2. CLIENT REGISTRATION

 

2.1 Before You place an initial Order for Goods with R+C by means of this website You must fully complete a client registration form. You must also warrant to R+C that all information and details provided by You in that form are accurate, complete and current. As this information will be relied upon by R+C in processing subsequent Orders You must promptly notify R+C of any change to this information.

 

2.2 Any costs associated with accessing the R+C website and placing Orders for Goods on the website including, but not limited to, internet provider fees are Your sole responsibility.

 

3. CHANGE IN CONTROL

 

3.1 You shall give R+C not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in Your details (including, but not limited to, changes in the customer’s name, address, contact phone or fax numbers(s), or business practice). You shall be liable for any loss incurred by R+C as a result of Your failure to comply with this clause. 

4. ORDERS AND DELIVERY

 

4.1 R+C may at its discretion impose limitations on the quantities and/or monetary value of the Goods, subject to any order.

 

4.2 You must not resell the Goods to any third party unless You first obtain agreement from R+C in writing or are acknowledged by R+C in writing to be a wholesaler or a reseller of R+C Products.

 

4.3 A minimum of 48 hours is required from receipt of payment until Goods are ready for shipment or collection.

 

4.4 R+C will arrange delivery if You are located in the delivery areas serviced by R+C or its third party nominated carrier. The charges for delivery will be added to the price of the Goods. If You are not located in the delivery areas you must contact sales@roomandco.com.au for delivery pricing.

 

4.5 If You wish to nominate your own carrier, or wish to pick up the Goods from our warehouse, please let us know when placing your order.

 

4.6 R+C will not accept any responsibility to You for any loss or damage You may suffer by reason of any delay in delivery whether same is due to negligence of R+C or any other party or due to strike or any other industrial action be it of R+C or from any other cause or party whatsoever beyond the reasonable control of R+C.

 

4.7 Pricing of Goods is GST exclusive and Your liability to pay for Goods together with GST arises at the time of Order.

 

4.8 R+C reserves the right to deliver by instalments. If delivery is made by instalments You will not be entitled:

(a) to terminate or cancel the Agreement; or

(b) to any claim, loss or damage however arising from any failure by R+C to deliver any instalments on or before the quoted date.

 

4.9 Anyone at the delivery address who receives the Goods will be presumed by R+C to be authorised to receive the Goods.

 

4.10 Any quotation containing a provision to supply Goods “ex stock” (i.e. available to deliver) is subject to fulfillment of prior orders at the date of receipt of Your Order.

 

4.11 Delivery (“Delivery”) of the Goods is taken to occur at the time that:

1. You or Your nominated carrier takes possession of the Goods at R+C’s warehouse address; or
2. R+C (or R+C’s nominated carrier) delivers the Goods to Your nominated address, even if You are not present at the address.

 

4.12 Delivery shall be by R+C (or R+C’s nominated carrier) or where R+C is specifically requested by You to use Your nominated carrier. R+C shall arrange for the transport of Goods on Your behalf with all costs being charged to You.

 

4.13 At R+C’s sole discretion the cost of delivery is in addition to the Price.

 

4.14 You must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. In the event that You are unable to take delivery of the Goods as arranged, then R+C shall be entitled to charge a reasonable fee for redelivery and/or storage. If delivery is not possible R+C will arrange for return of the Goods to it and will be entitled to the cost of the attempted delivery or other shipping costs, restocking fees, and any relevant taxes and duties which may, at the sole discretion of R+C, be deducted from any part of the purchase Price which may be refunded to You following such attempted delivery.

 

4.15 Any time or date given by R+C to You is an estimate only. You must still accept delivery of the goods even if past the estimated time or date, and R+C will not be liable for any loss or damage incurred by You as a result of delivery occurring past the estimated time or date.

 

5. PRICING AND PAYMENT

 

5.1 At R+C sole discretion the price shall be either:

1. As indicated on any invoice provided by R+C to You; or
2. The Price as the date of delivery of the Goods according to R+C current price list.

 

5.2 R+C reserves the right to change the Price if a variation to R+C’s quotation is requested.

 

5.3 At R+C sole discretion a non-refundable deposit may be required.

 

5.4 Time for payment for the Goods being of the essence, the Price will be payable by You on the date(s) determined by R+C, which may be:

1. Before delivery of the Goods;
2. By way of instalments or progress payments in accordance with R+C’s payment schedule;
3. Failing any notice to the contrary, the date which is either seven (7), fourteen (14), or thirty (30) days following the date of any invoice sent to You by R+C and as determined by R+C.

 

5.5 Any discount applicable to the Price shall become null and void if payment is not made by You by the due date stated on the invoice.

 

5.6 Payment may be made by credit card (visa or mastercard, plus a surcharge of 2.2% of the price), by direct deposit, or by any other method at the sole discretion of R+C.

1. Direct deposit information:   

Bank: Commonwealth Bank of Australia

BSB: 064-185

Account: 1040 8709

 

5.7  Products in Your Order are charged at the Price applicable at the time You submitted Your Order and as shown in Your invoice and are GST exclusive. You must, in addition to the Price, pay R+C and amount equal to any GST that R+C must pay for under this or any other agreement for the sale of the Goods. You must pay GST without deduction or offset by any other amount, at the time of Payment of Your invoice.

 

5.8 The price of the Goods specified on this website is the price which is applicable at the time You view it and place Your Order.

 

5.9 Unless expressed to be inclusive of delivery then You agree to pay the delivery costs in respect of each Order.

 

5.10 If payment is made by credit card, by doing so You warrant to R+C that You are an authorised user of the credit card used to complete payment for each Order.

 

5.11 Pricing is subject to change without notice.

 

6. RISK AND OWNERSHIP IN THE GOODS

 

6.1 Notwithstanding delivery of the Goods, title in the products will not pass to You until the later of delivery or the date Your payment has been processed or otherwise received by R+C. If Your payment is declined for any reason R+C reserves the right to reclaim the products from Your possession, custody or control even if they have been delivered to You or moved from the delivery address. R+C reserves the right to keep or sell the products. Subject to the R+C Returns and Refunds policy set out below, risk of loss, damage or deterioration to any products will pass to You on delivery.

 

6.2 You acknowledge and agree that clause 5.1 creates a purchase money security interest in the Goods which R+C is entitled to register under the Personal Property Securities Act 2009 (Cth) (“PPSA”). To the extent permitted under the PPSA, You and R+C agree to contract out of the provisions listed in Section 115 of the PPSA. You waive Your right to be provided with verification statements under section 157 of the PPSA. It is agreed by You and R+C that neither will disclose to any third person information of the type referred to in Section 275(1) of the PPSA and that for the purposes of Section 275(6) of the PPSA this is a confidentiality agreement.

 

7. STORAGE

 

7.1 If you have ordered and paid for Goods and request R+C to hold and store same prior to delivery to your delivery address, R+C reserves the right to charge storage on all Goods that are stored for more than 14 days. Storage will be charged at such rate as R+C determines at its discretion but which rate will not be less than $50.00 per cubic metre per week or part of a week and must be paid prior to delivery. No Goods will be released by R+C until storage charges are paid in full.

 

8. DEFECTS, WARRANTIES AND RETURNS, COMPETITION AND CONSUMER ACT 2010 (CCA)

 

8.1 You must notify R+C of any claim arising from any defect or damage within 48 hours of receipt of the Goods and no more than 7 days from the receipt of the goods. That notification must include full details of the nature of the claim; Upon such notification You must allow R+C to inspect the Goods.

R+C is not a carrier and any damages incurred in transport are not the responsibility of R+C, but will assist You to resolve the issue, including in the making of an insurance claim, or under certain circumstances as outlined below, to arrange repairs or replacement. Clear photographic evidence of the product and shipping materials must support any claim arising from a defect or damage. Any broken parts must be kept and returned together with the original shipping materials. Claims for damaged Goods returned with any missing parts or shipping container will not be processed until all missing parts are returned. R+C will not accept claims after 48 hours of delivery. R+C cannot assist with or be held responsible for damages relating to freight bookings arranged directly by You.

8.2 notification to R+C must be made in writing by email to sales@roomandco.com.au following which You will be provided with a “Returns Confirmation”; Your Returns Confirmation must be provided when returning Goods;

 

8.3  Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-Excluded Guarantees).

 

8.4  R+C acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.

 

8.5  Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, R+C makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Goods. R+C’s liability in respect of these warranties is limited to the fullest extent permitted by law.

 

8.6  If the Customer is a consumer within the meaning of the CCA, R+C’s liability is limited to the extent permitted by section 64A of Schedule 2.

 

8.7  If R+C is required to replace the Goods under this clause or the CCA, but is unable to do so, R+C may refund any money the Customer has paid for the Goods.

 

8.8  If the Customer is not a consumer within the meaning of the CCA, R+C’s liability for any defects or damage in the Goods is:

1. limited to the value of any express warranty or warranty card provided to the Customer by R+C at R+C’s sole discretion;
2. limited to any warranty to which R+C is entitled, if R+C did not manufacture the Goods;
3. otherwise negated absolutely.

8.9 Subject to this clause 8, returns for defective Goods will only be accepted provided that:

1. the Customer has complied with the provisions of clause 8.1 to 8.2 and has been issued with a return authorisation number; and
2. R+C has agreed that the Goods are defective; and
3. the Goods are returned within 7 days of delivery at Your cost using a R+C nominated carrier or otherwise with R+C authorization; and
4. the Goods are returned in as close a condition to that in which they were delivered as is possible.

 

8.10 R+C will at its discretion either refund the purchase price in full, repair or replace the Goods as soon as is reasonably practicable;

 

8.11 Replacement of Goods is subject to availability of the same item and style and repair of Goods will be undertaken at the cost of R+C and in accordance with the same delivery terms as for purchases and in all respects at the cost of R+C;

 

8.12  Notwithstanding clauses 8.1 to 8.9 but subject to the CCA, R+C shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:

1. the Customer failing to properly maintain or store any Goods;
2. the Customer using the Goods for any purpose other than that for which they were designed;
3. the Customer continuing the use of any Goods after any defect becomes apparent or should have become apparent to a reasonably prudent operator or user;
4. the Customer failing to follow any instructions or guidelines (either provided by R+C with the goods or available on the website);
5. fair wear and tear, any accident, or act of God;
6. where repairs or alterations have been made to the Goods, save where such repairs or alterations have been carried out or authorised by R+C.

 

8.13  R+C does not offer a refund if you change your mind. R+C may in its absolute discretion accept non-defective Goods for return provided R+C has agreed and has issued a return authorisation number, in which case R+C may require You to pay handling fees of up to twenty percent (20%) of the value of the returned Goods plus any freight costs. Returns must be made utilizing a R+C nominated carrier and will be arranged by R+C at the earliest opportunity as determined by R+C.

 

8.14 Any refund applicable to You will only be credited or paid to the original source of payment and will be processed by R+C usually within seven days of return to R+C.

 

9. APPEARANCE, PRESENTATION AND CARE OF GOODS

 

9.1 R+C will at all times endeavour to include on the website up to date pictures, representations or descriptions of the Goods. At times the picture of the Goods displayed online on your computer monitor may differ from the Goods actually supplied to you, for example in colour or the fine detail of finishes. R+C does not warrant the accuracy of the depiction of or information pertaining to the Goods published on the website.

 

All products are hand finished and using natural materials ensuring each piece is distinctively different and possesses unique characteristics. Small variations or imperfections in color, design, size and finish may occur from piece to piece and from online representations to delivered items.  Every effort is made to achieve consistency of colour, texture and finish. This however is not guaranteed and no liability will be accepted by R+C for said variations. Such variations are an integral part of hand-made products and will not be construed as defects, and therefore are not eligible for credit claims.

 

9.2 R+C recommends that where product care and use information is published online or attached as labels to or delivered with the Goods that you carefully review such information before using them to ensure you are fully aware of the particular quality of the Goods and any specific care, maintenance or use requirements. R+C will not accept any liability for damage or destruction of the Goods by reason of any failure by you to care for, maintain or use the Goods in accordance with that information. 

Due to possible exposure to weather conditions, including sun, humidity or moisture, any external use of a product voids any applicable warranty.

 

9.3 R+C will not accept liability for any loss or damage whatsoever, whether directly, indirectly or consequentially arising from any fault, defect or damage in the Goods caused to you or any third party or to his or their property or interests by R+C, its servants or agents.

 

9.4 R+C will not be liable in any circumstances for any technical advice or assistance given or rendered by it to you whether or not in connection with the manufacture or construction or supply of Goods for or to you.

 

10. INTELLECTUAL PROPERTY RIGHTS

 

10.1 You acknowledge that R+C owns all intellectual property rights in the website, all links to and parts of the website under the control of R+C, including, but not limited to any images, photographs or text or R+C blogs which appear or are contained on that website. you agree that you will make no representation to the contrary, and that you will not use or copy the website or any of its content in any manner which is inconsistent with the rights of the owner of such intellectual property rights or is likely to harm R+C, its reputation or the website.

 

All trademarks, logos, text, product getup or style which appear on the website are owned by R+C or its related corporations and you acknowledge that fact. you must not, except with the express licence of R+C in accordance with its usual terms and conditions associated with its intellectual property, do anything to prejudice the rights of R+C as the owner of such trademarks, logos, text, product getup or style.

 

11. LIABILITY

 

11.1 You acknowledge that, to the fullest extent permitted by law, having regard for legislative provisions such as the Competition and Consumer Act 2010 (Commonwealth) and similarly enacted State and Territory legislation which impose rights, remedies and obligations which cannot be contractually excluded or restricted that R+C is not making and has not made any warranty or representation as to the suitability of any R+C products or the website for any particular purpose. You agree that in using the website and purchasing Goods depicted in it, you are not relying on any statement or representation made by R+C which is not expressly contained in this agreement.

 

11.2 Subject to the preservation of any rights attaching to conditions or warranties implied by law as referred to above, you agree that any liability of R+C arising out of or in connection with any breach of any express or implied warranty or condition in respect of Goods or services supplied to you by R+C whether through the use of the website or otherwise will, at the election of R+C be limited to:

 

(a) if the condition or warranty relates to Goods, the replacement or repair of the Goods or the supply of equivalent Goods; and

(b) if the condition or warranty relates to services, the supplying of the services again or the payment of the costs of having the services supplied again.

 

You agree that the entire risk arising out of installation, downloading, use or performance of any part of the R+C website remains with you. To the extent permitted by law, you release and discharge R+C from all forms of direct, special, indirect or consequential loss or damage (including loss of profits, loss of data, or loss or damage which may reasonably have been supposed to have been in the contemplation of you and R+C as at the date of this agreement) arising out of or in connection with the website or any agreement between you and R+C incorporating these Terms and Conditions, including, without limitation, loss or damage caused by the negligence of R+C or its related corporations, servants or agents.

 

12. USE OF WEBSITE

12.1 you agree to take responsibility for the safekeeping of any username and/or password created to facilitate your use of the website. you are liable if your username and password are used by an unauthorised person. you agree to release and indemnify R+C in relation to any liability arising out of the unauthorised use of your username and/or password.

 

12.2 you will not engage in conduct of any kind whatsoever which may or may be designed or intended to damage or interfere with the operation of the R+C computer system or website or the computer

systems or websites of other users of the website including, but not limited to, by hacking, malicious damage, propagating viruses or worms or by overloading.

 

13. CHANGES TO TERMS

 

13.1 R+C may add to, delete or otherwise change any of the Terms of this agreement by giving You notice as provided in clause 16. Your continued custom or use of the R+C website after notice will constitute Your acceptance of such changes.

 

13.2 You may not change any Terms and Conditions or seek to vary these Terms and Conditions by attaching conditions to Your Orders or by any other means unless R+C agrees in writing to such change or variation.

 

14. FORCE MAJEURE

 

Any failure on the part of R+C to perform its obligations under these Terms and Conditions by reason of strikes, riots, fire, explosions, electronic data loss, act of God, war, terrorism, government action or any cause beyond the reasonable control of R+C will not result in any liability on the part of R+C.

 

15. PRIVACY AND SECURITY

 

For details on the R+C privacy and security statement, please review the Privacy and Security Statement located on the website or by forwarding an email request to R+C to sales@roomandco.com.au.

 

16. TERMINATION

 

R+C may terminate or suspend Your use of the website at any time by delivering notice to You (specified in clause 16). If this occurs, termination of the agreement constituted by Your use of the website in accordance with these Terms and Conditions will be effective from the day notice is received or such later date as is specified in the notice and R+C will not be liable to You for any loss, damage or expenses arising directly or indirectly from termination.

 

17. NOTICES

 

Any notice required to be given to You by R+C may be given to You by electronic mail, facsimile or conventional mail to Your address contained in the Client Registration form or by notice posted on the website or otherwise notified by You to R+C in writing. You may give notice to R+C by electronic mail to sales@roomandco.com.au or by conventional mail.

 

18. SEVERABILITY

 

Each of the Terms and Conditions constituting this Agreement are severable. Severance does not affect any other provisions.

 

19. JURISDICTION

 

The laws of Queensland govern this agreement and any dispute arising out of this agreement which becomes the subject of litigation must be dealt with in the forum of the Courts of the State of Queensland including those relating to Orders originating from or delivered outside Australia. In this respect the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention 1980) is specifically excluded.

 

20. DEFINITIONS

 

In these conditions:

“Agreement” means an agreement between You and R+C comprising Your order and these Terms and Conditions (as amended from time to time) pursuant to which You purchase Goods from the catalogue, use the R+C website www.roomandco.com.au or otherwise purchase Goods (whether online or directly) from R+C.

“Conditions” means these Terms and Conditions and any agreed variations from time to time notified to You in writing.

“Delivery Address” means the address to which the Goods are to be delivered as stated on the Order.

“Delivery Costs” means the costs of delivery of any Goods to Your Delivery Address and referred to on the website.

“Goods” includes services and goods displayed or represented on the website and will be deemed to refer to any goods obtained from R+C from time to time described in an Order and includes the packaging or get up of those goods.

“GST” means any Goods and Services Tax.

“Intellectual Property Rights” includes all rights in respect of copyrights, trademarks, patents, designs, protection of confidential information and photographic and illustrative representations of the Products, whether arising under Statute or otherwise.

“Online” means by way of the website.

“Order” means an order by You to purchase goods from R+C.

“Product(s)” means any goods represented on the website or otherwise available for purchase from R+C.

“Price list” means the current list of prices of the R+C Goods from time to time published on the website.

“Privacy and Security statement” means the privacy and security statement contained on the website.

“Website” and “R+C website” means internet website with the URL www.roomandco.com.au and associated or linked websites conducted by R+C.