Terms

1

General

The whole of the Agreement between OneWorld Collection Pty Limited ABN 59 103 359 691 (“OneWorld”) and the Customer are those set out in these Terms and Conditions as amended from time to time and those, if any, which are implied and which cannot be excluded by law (“Terms”). Any other contractual terms of the Customer (whether upon the Customer’s order or elsewhere) which are contrary to or inconsistent with these Terms shall not apply nor shall they constitute a counter-offer. By receiving delivery and/or supply of all or a portion of the goods, materials and/or parts and/or labour and/or services supplied by OneWorld under these Terms (“Goods”), the Customer shall be deemed to have accepted these Terms and to have agreed that they shall apply to the exclusion of all others.

2

Credit Terms

If the Customer does not have a preapproved credit account, all goods must be paid for in full including freight prior to dispatch. The final freight cost will be calculated on the total order dispatched.

For credit account Customers, payment is due on or prior to thirty (30) days from the date of invoice rendered in respect of the supply of the Goods unless otherwise stated in writing by OneWorld. OneWorld may charge interest at a rate of 12% per annum on overdue accounts.

OneWorld’s express or implied approval for extending credit to the Customer may be revoked or withdrawn by OneWorld at any time. Any payments received from the Customer on overdue accounts will be applied first to satisfy interest which may have accrued, second to reasonable expenses and legal costs, and then to principal.

The Customer is liable for all reasonable expenses (including contingent expenses such as debt collection commission) and legal costs (on a full indemnity basis) incurred by OneWorld for enforcement of obligations and recovery of monies due from the Customer to OneWorld.

3

Quotations and Pricing

Prices charged for Goods will be according to a current quotation for those Goods. Otherwise, they will be determined by OneWorld by reference to its standard prices in effect at the date of delivery (whether notified to the Customer or not and regardless of any prices contained in the order). OneWorld will use its best endeavours to notify the Customer of price changes but bears no liability in respect of this.

Any quotation, acceptance of quotation, purchase order or other document which requires signature may be signed in electronic form, and such signature shall be binding upon the person affixing that signature.

Unless otherwise specified by OneWorld, the prices exclude:-

Any statutory tax, including any GST, duty or impost levied in respect of the Goods and which has not been allowed for by OneWorld in calculating the price.

Costs and charges in relation to insurance, packing (other than the standard packing of OneWorld), crating, delivery (whether by road, rail, ship or air) and export of the Goods.

Any variations in the invoice or contract price as a consequence of currency fluctuations shall be payable by the Customer.

The contract between OneWorld and the Customer shall not be affected by any impositions or alterations of customs duties or by decisions of the Customs Department with regard to either classification or value of duty or landing charges occasioned thereby. Any such impositions shall be to the account of the Customer.

4

Delivery & Supply

Any times quoted for delivery and/or supply are estimates only and OneWorld shall not be liable for failure to deliver/supply, or for delay in delivery/supply. The Customer shall not be relieved of any obligation to accept or pay for Goods, by reason of any delay in delivery/supply or dispatch. OneWorld reserves the right to stop supply at any time if the Customer fails to comply with the Terms.

If the Customer directs that delivery of the Goods be staggered over different times or to different addresses from those specified in the Account and Credit Application, then the Customer:-

shall be liable for any additional cost, charge and expense incurred by OneWorld in complying with the Customer’s direction; and

shall pay for the whole of the invoiced value of the Goods notwithstanding the staggered deliveries.

Such action shall be deemed to be delivery to the Customer.

The Customer is deemed to accept delivery of the Goods where it is either delivered to the Customer’s premises or when OneWorld notifies the Customer that the Goods are available for collection.

If the Customer is unable or fails to accept delivery of the Goods, OneWorld may deliver it to a place of storage nominated by the Customer and, failing such nomination, to a place determined by OneWorld. Such action shall be deemed to be delivery to the Customer. The Customer shall be liable for all cost, charge and expense incurred by OneWorld on account of storage, detention, double cartage/delivery or similar causes.

5

Property

Until full payment has been made for all Goods, and any other sums in any way outstanding from the Customer to OneWorld from time to time:-

All sums outstanding become immediately due and payable by the Customer to OneWorld if the Customer makes default in paying any other sums due to OneWorld, becomes bankrupt, or commits any act of bankruptcy, compounds with its creditors, has judgment entered against it in any court or, being a company, has a provisional liquidator, liquidator, receiver, receiver manager or administrator appointed, notwithstanding the provisions of any other clause in these Terms.

The property in the Goods shall not pass to the Customer and the Customer shall hold the Goods as bailee for OneWorld (returning the same to OneWorld on request). The Goods shall nevertheless be at the risk of the Customer from the time of delivery/supply and the Customer must insure the Goods from the time of delivery/supply.

The Customer is only authorised to sell the Goods (or any portion of them) to third parties as the fiduciary agent of OneWorld provided that there shall be no right to bind OneWorld to any liability to such third party by contract or otherwise. All payments (direct or indirect) received from such third parties by the Customer for the Goods (or any portion of them) shall be held on trust for OneWorld pursuant to the fiduciary relationship.

In the event that the Customer incorporates or transforms the Goods (or any portion of them) into any other goods or products produced by the Customer (or a third party), then the Customer must hold a proportion of any payment (“relevant proportion”) received by the Customer for such goods or products on trust for OneWorld. The Customer expressly acknowledges that the relevant proportion shall be equal to the dollar value of the Goods incorporated or transformed and the Customer further acknowledges that any part payment (not exceeding the relevant proportion) received by the Customer for such goods or products is received as payment first of the relevant proportion.

OneWorld is irrevocably authorised to enter any premises where the Goods are kept, and to use the name of the Customer and to act on its behalf, if necessary, to recover possession of the Goods without liability for trespass or any resulting damage.

In addition to any lien to which OneWorld may, by statute or otherwise, be entitled, OneWorld shall in the event of the Customer’s insolvency, bankruptcy or winding up, be entitled to a general lien over all property or goods belonging to the Customer in OneWorld’s possession (although all or some of such property or goods may have been paid) for the unpaid price of any Goods sold or delivered to the Customer under this or any other contract.

6

Availability of Stock

Any order that cannot be fulfilled on its receipt will automatically be back ordered and processed when stock becomes available unless it is the Customer’s stated standard policy not to accept back orders or the Customer specifically marks its order, “Do Not Back Order”, in which case OneWorld will remove all unavailable goods from the Customer’s order. Deliveries at any time are subject to availability of stock and OneWorld will not be liable for any charges due to product unavailability.

OneWorld considers all orders received as confirmed and ready for dispatch.

All lamps are wired in accordance with statutory regulation and fully tested. The approval must remain on the lamp and visible at all times.

A large selection of the Goods are handcrafted, and therefore subject to changes in color and finish, which will not affect overall quality and is an inherent part of the range. OneWorld will not accept any Customer returns due to a variation in finish of handcrafted Goods. All items are individually coded and priced unless otherwise stated.

Stock items cannot be reserved for customers, and orders will be shipped subject to availability. Goods are not placed on hold in OneWorld’s warehouse when orders are placed.

7

Freight

Subject to Clause 3.3 and unless otherwise agreed, OneWorld will ship by the least expensive route and carrier to all points. If the Customer chooses a route with a higher charge than the route of OneWorld’s choice for shipment, OneWorld will charge the difference to the Customer.

OneWorld provides a carrier service. If the Customer requires any additional or enhanced services including, but not limited to delivery to residential premises, or assistance unloading the carrier truck it may be subject to a ‘special delivery’ service from the carrier which will be passed on by OneWorld to the Customer.

8

Returns, Cancellations and Claims

The Customer shall not return any Goods to OneWorld without obtaining prior authorisation from OneWorld. No returns will be accepted unless a copy of the relevant invoice is enclosed with the returned Goods. A list of the Goods returned including product descriptions, quantity, date of return and the Customer’s name and address must also be enclosed. Freight charges must be paid by the Customer. All Goods must be returned in the original packaging and the Customer shall be responsible for all damage incurred during return shipment. A credit note will be issued by OneWorld only after Goods returned are either collected by OneWorld’s authorized representative or agent or returned to it by the Customer as set out above. The Customer shall not deduct the amount of any anticipated credit from any payment due to OneWorld but must await receipt of a credit note.

All goods returned must be of merchantable and reasonable quality such that the goods are complete in their original packaging, not shopsoiled, are not price ticketed and are still listed in the current price list.

If OneWorld accepts the return of any Goods that have been ordered, OneWorld may charge the Customer fifteen per cent (20%) of the invoice price as a handling fee with freight costs and risk remaining the responsibility of the Customer.

The Customer shall not withhold any payments because a credit or a replacement has not been received.

No cancellations or partial cancellation of an order by the Customer shall be accepted by OneWorld unless it has first consented in writing to such cancellation or partial cancellation and unless a cancellation charge has been paid which, as determined by OneWorld, will indemnify OneWorld against all loss, without limitation. Cancellation will not be accepted on goods that are not regular stock which are in the process of manufacture or ready for shipment.

All complaints, claims, or notification of lost Goods, incomplete Goods, Goods damaged in transit or Goods that do not comply with the Customer’s purchase order must be submitted by the Customer to OneWorld in writing within seven (7) business days of the date of the invoice rendered for the supply of the Goods. Otherwise, the Customer shall be deemed to have accepted the Goods and shall not refuse to pay for the Goods on the basis that they were lost, incomplete, damaged in transit, or do not comply with the Customer’s purchase order.

9

Notification

The Customer must notify OneWorld in writing within seven (7) days of:-
1. Any alteration of the name or ownership of the Customer.
2. The issue of any legal proceedings against the Customer.
3. The appointment of any provisional liquidator, liquidator, receiver, receiver manager or administrator to the Customer.
4. Any change in the ownership of the business name of the Customer. The Customer agrees that it shall be liable to OneWorld for all Goods supplied to the new owner by OneWorld until notice of any such change is received.

10

Warranties

No warranties except those implied and that by law cannot be excluded are given by OneWorld in respect of Goods supplied. Where it is lawful to do so, the liability of OneWorld for a breach of a condition or warranty is limited to the repair or replacement of the Goods, the supply of equivalent Goods, the payment of the cost of repairing or replacing the Goods or acquiring equivalent Goods, as determined by OneWorld.

The Customer acknowledges and warrants that it has relied on its own skill and judgment or, alternatively, on the skill and judgment of tradesmen and professional adviser retained by it to provide advice and assistance on the suitability of the Goods for specific purposes and procedures and, in this respect, shall indemnify OneWorld from and against any suit, claim, demand or compensation which, but for these Terms, the Customer may have had against OneWorld.

11

Force Majeure

OneWorld shall be released from its obligations in the event of national emergency, war, prohibitive governmental regulation or if any other cause beyond the control of the parties renders provision of the Goods impossible, where all money due to OneWorld shall be paid immediately and, unless prohibited by law, OneWorld may elect to terminate the Agreement.

12

Equitable Charge

The Customer as beneficial owner and/or registered proprietor now charges in favour of OneWorld all of the Customer’s estate and interest in any real property (including but not limited to any applicable land owned by the
Customer named or described as the Customer’s Street Address in the Account and Credit Application if applicable) (“Land”) to secure payment of accounts rendered by OneWorld to the Customer for the delivery and/or supply of the Goods including interest payable on these accounts and costs (including legal costs on a full indemnity basis) incurred by OneWorld and including the costs to prepare and lodge a Caveat against the Land and to remove the Caveat.

13

Legal Construction

These Terms shall be governed by and interpreted according to the laws of Victoria and OneWorld and the Customer consent and submit to the jurisdiction of the Courts of New South Wales.
Notwithstanding that any provision of the Terms may prove may prove to be illegal or unenforceable pursuant to any statute or rule of law, or for any other reason that provision is deemed omitted without affecting the legality of the remaining provisions and the remaining provisions of the Terms shall continue in full force and effect.

14

Privacy

Privacy Act 1988 (“Privacy Act”)

To enable OneWorld to assess the Customer’s application for credit, the Customer authorises OneWorld:-

To obtain from a credit reporting agency a consumer or commercial credit report containing personal information about the Customer and its guarantors pursuant to Section 18K(1) of the Privacy Act; and

To obtain a report from a credit reporting agency and other information in relation to the Customer’s commercial credit activities, and

To give to a credit reporting agency information including identity particulars and application details

AND in accordance with Section 18N(1) of the Privacy Act the customer authorizes OneWorld to give to and obtain from any credit provider named in the accompanying credit application and credit providers that may be named in a credit report issued by a credit reporting agency about the Customer’s credit arrangements. The Customer understands that this information can include any information about its credit worthiness, credit standing, credit history, or credit capacity that credit providers are allowed to give or receive from each other under the Privacy Act.

The customer understands that the information can be used for the purposes of assessing its application for credit (Section 18L(4) Privacy Act), assisting it to avoid defaulting on its credit obligations, assessing its credit worthiness and notifying other credit providers and credit reporting agencies of a default by it, under these Terms.

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