Terms & Conditions

V W Rugs Pty Ltd – Wholesale & Trade Terms and Conditions

These Wholesale & Trade Terms and Conditions (“Terms”) apply to every supply of rugs, home décor and related goods (“Goods”) by V W Rugs Pty Ltd (ABN 72156521238) “V W Rugs”, “we”, “us” or “our”) to wholesale, trade and commercial customers (“Customer”, “you” or “your”). They apply together with any quotation, order confirmation, invoice, purchase order or written agreement for a particular order.

1. Application of these Terms

1.1 These Terms apply to all wholesale and trade orders unless we agree otherwise in writing.

1.2 You accept these Terms when you open a wholesale account, accept a quotation or place an order with us.

1.3 If a written agreement signed by both parties conflicts with these Terms, the signed agreement prevails to the extent of the conflict. Terms in your purchase order that conflict with these Terms do not apply unless we accept them in writing.

1.4 You confirm that you are acquiring the Goods for the purposes of your business, including for resale, and not for personal, domestic or household use.

2. Wholesale accounts

2.1 Before we offer trade pricing or accept wholesale orders, we may ask you to complete a wholesale account application, including:

• your business name, ABN and registered and trading addresses;
• contact, billing and delivery details;
• your website or retail store details; and
• trade references and other business information reasonably needed to assess your application.

2.2 We may contact your trade references and verify your business information. With your consent, where the law requires it, we may also carry out credit checks.

2.3 We approve wholesale accounts at our discretion, acting reasonably and in line with applicable law. We may decline an application, or withdraw wholesale pricing, by telling you in writing.

2.4 Please tell us promptly if your business name, ownership, ABN or contact details change.

3. Quotations and pricing

3.1 Unless a quotation says otherwise, it is valid for 30 days from its date.

3.2 A quotation may specify the product description and code, dimensions, quantity, unit price, GST, freight charges, estimated production or dispatch time, payment terms and any special conditions.

3.3 A quotation is not acceptance of an order. A contract is formed only when we accept your order under clause 4.

3.4 Before we accept an order, prices may change because of supplier pricing, exchange rates, freight or material costs, or availability. Once we confirm an order, the confirmed price applies unless we agree otherwise in writing.

3.5 Unless stated otherwise, prices are in Australian dollars (AUD), exclude GST and exclude freight.

3.6 If a price or product detail is clearly wrong, we will tell you before dispatch. You may then choose to proceed at the corrected price or cancel the affected order, in which case we will refund any amount you have paid for it.

4. Orders and acceptance

4.1 You can place orders by email, purchase order, our website, an approved electronic ordering system or another method we have agreed with you.

4.2 Each order should state your business name, purchase order number (if any), product codes and descriptions, quantities, sizes, colours or specifications, the delivery address and any required delivery timeframe.

4.3 We accept an order, and a binding contract is formed, when we confirm it in writing (including by email or invoice) or dispatch the Goods.

4.4 We may decline an order if:

• the Goods are unavailable or the specifications cannot reasonably be met;
• the order contains a material error;
• agreed payment or account conditions have not been met; or
• other legitimate commercial circumstances prevent supply.

If we decline an order after you have paid, we will promptly refund the amount paid for the affected Goods.

5. Product availability and substitution

5.1 Supply depends on stock being available when we accept your order. Goods may come from our inventory, our manufacturing partners or overseas suppliers. Delivery timeframes we give are good-faith estimates.

5.2 If Goods become unavailable after we accept your order, we will contact you promptly and offer options, which may include an alternative product, a revised delivery time, part supply or cancellation of the affected Goods with a refund of any amount paid for them.

5.3 We will not substitute a product that is materially different from the one you ordered without your agreement.

6. Minimum order quantities

6.1 Some Goods have a minimum order quantity (MOQ). We will tell you the MOQ in our quotation, catalogue, wholesale price list, order confirmation or other written communication.

6.2 Custom-made and special-order Goods may have separate minimum quantities, which we will confirm before you order.

7. Payment terms

7.1 Payment terms are set out in the quotation, invoice or your approved trade account. Unless we agree otherwise in writing, payment is required before dispatch.

7.2 Approved trade accounts may be offered terms such as 7, 14 or 30 days from the invoice date.

7.3 We may review, reduce or withdraw credit terms, acting reasonably, based on your account history, outstanding balances or credit risk. We will tell you if we do.

7.4 You must pay each invoice in full by its due date. If you have a question about an invoice, please raise it with us promptly [and within 7 days of the invoice date] so we can resolve it quickly.

7.5 If an invoice is overdue, we may contact you to arrange payment and suspend further credit sales or new orders until your account is up to date. Where your account agreement or invoice says so, we may also charge interest on the overdue amount at [insert rate]% per annum and recover our reasonable costs of collection.

8. GST

8.1 Unless we state otherwise, amounts payable under these Terms do not include GST.

8.2 If GST is payable on a supply under these Terms, you must pay the GST in addition to the price, at the same time as the price. We will give you a valid tax invoice.

9. Freight and delivery

9.1 We will agree freight arrangements with you for each order, depending on the nature of the order, the delivery location and the size of the Goods. Freight may be arranged by us, by you, or by a carrier either of us nominates.

9.2 Freight charges may depend on the dimensions, weight and quantity of the Goods, the delivery location, whether the address is residential or commercial, access requirements, the carrier and any special handling needed.

9.3 Delivery dates are good-faith estimates and may be affected by events outside our reasonable control (see clause 22). We will tell you about any material delay.

9.4 You must make sure the delivery address is accessible and suitable for receiving the Goods, and that someone is available to receive them. If a delivery fails because of this, or you have not arranged agreed unloading equipment, we may charge you the reasonable redelivery or additional costs.

10. Risk and title

10.1 Risk in the Goods passes to you at the earliest of: delivery to your delivery address; collection by you or your carrier; or, where you nominate the carrier, handover of the Goods to that carrier. [Confirm this suits how you ship.]

10.2 Ownership of the Goods stays with us until we have received payment in full for them, including freight and GST.

10.3 Until ownership passes to you, you must:

• hold the Goods safely, keep them identifiable and insured, and not charge or pledge them;
• let us inspect them on reasonable notice; and
• if you resell them in the ordinary course of business before paying for them, account to us for the proceeds up to the amount you owe us.

If you do not pay when due, and where the law allows, we may on reasonable notice enter premises where the Goods are located to recover unpaid Goods that you still hold.

10.4 Under the Personal Property Securities Act 2009 (Cth) (PPSA), these Terms create a security interest in the Goods, and their proceeds, in our favour to secure payment. You agree that we may register that interest on the Personal Property Securities Register, and you will give us any information we reasonably need to do so. To the extent the law allows, you waive any right to receive a verification statement.

11. Inspecting Goods and reporting problems

11.1 Please inspect the Goods as soon as reasonably practicable after delivery.

11.2 If the Goods are damaged, short-delivered or not what you ordered, please tell us in writing within [7] days of delivery, and note any damage on the carrier’s delivery document. For transit damage, photograph the packaging and the Goods and record the condition of the shipment, so that we and the carrier can investigate quickly.

11.3 If you find a defect that was not visible on inspection, please tell us as soon as reasonably practicable after you discover it.

11.4 Prompt notice helps us investigate and resolve the problem. A late notice does not limit any right that cannot lawfully be limited.

12. Handmade products, natural variation and size tolerances

12.1 Many of our Goods are handmade from natural fibres using traditional techniques. Minor variations between individual pieces are normal and may include differences in colour (including between dye lots), texture, pattern, pile height, yarn thickness, shape, surface appearance and dimensions.

12.2 Stated dimensions for handmade rugs are approximate unless we have agreed an exact size in writing. A variation of up to [3]% from the stated size is a normal result of hand weaving, knotting, tufting and finishing.

12.3 These characteristics are part of what makes a handmade product, and on their own they are not a defect. If the Goods materially differ from the description or specification we agreed, clause 15 applies.

13. Colour, samples and images

13.1 Photographs, digital images and samples are a guide only. Colours can look different depending on lighting, photography, screens and natural or hand-dyed materials.

13.2 If an exact colour or material match is important, such as for a commercial project, please ask for a physical sample before placing a large or custom order. Where we have agreed in writing that a physical sample is the reference, the Goods should match that sample within the variations described in clause 12.

14. Custom and special-order Goods

14.1 We can make custom and special-order rugs to specifications that you supply or approve.

14.2 Before production starts, please check carefully the size, shape, design, colour, material, construction, quantity, border details and any other specifications. Your written approval of the specification confirms them.

14.3 Custom orders may require a deposit, as stated in the quotation.

14.4 Once production has started, it may not be possible to change or cancel a custom order. If we agree to cancel after production has started, you will pay the reasonable costs we have actually incurred up to that point, such as materials, labour and freight already paid.

14.5 Normal handmade characteristics described in clause 12 are not defects where the Goods are consistent with the agreed description and specifications.

15. Faulty, damaged or incorrect Goods

15.1 If Goods are faulty, damaged, incorrectly supplied or do not match the agreed order or specification, please contact us as set out in clause 11 and provide, where you can:

• the order or invoice number and product code;
• a description of the problem;
• photographs, and video if helpful;
• delivery documents; and
• anything else we reasonably need to investigate.

15.2 We will assess the problem promptly and, where appropriate, offer a remedy such as replacement, repair, refund, credit, a partial refund or price reduction, or another agreed solution. If we accept your claim, we will cover the reasonable cost of returning the Goods to us.

15.3 The right remedy depends on the nature of the problem, the terms of your order and your rights under Australian law.

15.4 Whether the Australian Consumer Law consumer guarantees apply to your purchase depends on how you acquire and use the Goods. They generally do not apply to goods acquired for resale. Nothing in these Terms limits any right that cannot lawfully be limited.

16. Change-of-mind returns

16.1 Wholesale and trade orders are made for business purposes and are not automatically eligible for change-of-mind returns.

16.2 We may, at our discretion, accept a return if the Goods are unused and in saleable condition, the original packaging is substantially intact, and we have approved the return in writing before you ship it [and you return the Goods within 14 days of delivery].

16.3 You are responsible for return freight on an approved change-of-mind return unless we agree otherwise. We will charge handling or restocking fees only if we told you about them, or you agreed to them, before the order.

16.4 We do not accept change-of-mind returns of custom, made-to-order or special-order Goods once production has started.

16.5 This clause does not limit any right you have under the Australian Consumer Law.

17. Care of products

17.1 Please follow the care instructions we or the manufacturer provide, and pass them on to your own customers when you resell the Goods.

17.2 We are not responsible for damage caused by improper cleaning or maintenance, excessive moisture, improper installation or use, unauthorised alterations, negligence or misuse, subject to any rights that cannot lawfully be excluded.

18. Resale of our Goods

If you buy Goods for resale:

18.1 you are responsible for complying with the laws that apply to your own retail or commercial activities, including the Australian Consumer Law;

18.2 you must not make false, misleading or unsupported claims about the Goods, including about their origin, materials or handmade nature;

18.3 you must not change our product descriptions, specifications or care instructions in a way that misrepresents the Goods;

18.4 you must make sure the claims you make to your own customers are accurate and consistent with the information we give you; and

18.5 you must not present yourself as a manufacturer, agent or representative of V W Rugs unless we have authorised you in writing.

19. Intellectual property and product images

19.1 We own our intellectual property, including our logos, brand names, product photographs, catalogue images, product descriptions, designs created by or for us, marketing materials and other proprietary content.

19.2 While you are an approved wholesale customer, and where we have authorised it, you may use our product photographs, descriptions and marketing materials solely to promote and resell our Goods. This permission is non-exclusive and we may withdraw it by written notice.

19.3 You must not:

• alter our logos without our permission;
• claim ownership of our images or content;
• sell or license our images to anyone else;
• use our intellectual property in a misleading way; or
• use our branding in a way that suggests a relationship with us that does not exist.

19.4 If we ask you to remove content that is inaccurate, misleading or unauthorised, you must do so promptly.

20. Drop-shipping and direct-to-customer delivery

If we agree to ship directly to your customers:

20.1 you must give us accurate and lawful customer and delivery details, and make sure you are entitled to give us any personal information about your customers;

20.2 delivery times depend on the availability and capacity of the freight provider;

20.3 you are responsible for the product information and retail terms you give your own customers; and

20.4 we may give you tracking information to pass on to your customer.

21. Cancellation by V W Rugs

21.1 We may cancel or decline an order, acting reasonably, if:

• the Goods are unavailable or cannot reasonably be manufactured or supplied;
• there is a material error in the quoted price or product information (see clause 3.6);
• you have not met agreed payment conditions; or
• events outside our reasonable control prevent supply.

21.2 If we cancel an order after you have paid, and the cancellation is not due to something you did or failed to do, we will promptly refund the amount you paid for the affected Goods.

22. Events outside our control

22.1 We are not responsible for delay or failure to supply caused by events beyond our reasonable control, such as natural disasters, floods, fires, severe weather, industrial action, port closures, shipping or transport disruption, government restrictions, customs or quarantine delays, supplier delays, manufacturing interruptions, and power or telecommunications failures.

22.2 If this happens, we will make reasonable efforts to tell you about material delays and give you an updated estimated timeframe.

22.3 If the delay lasts more than [60] days, either of us may cancel the affected order by written notice, and we will refund any amount you have paid for Goods not delivered.

23. Australian Consumer Law and liability

23.1 Nothing in these Terms excludes, restricts or modifies any right, guarantee, remedy or liability that cannot lawfully be excluded, restricted or modified, including under the Australian Consumer Law.

23.2 Subject to clause 23.1 and to the extent the law allows:

• where the law permits us to limit our liability for failing to meet a guarantee, our liability is limited to replacing or repairing the Goods, supplying equivalent Goods, or paying the cost of doing so;
• we are not liable for indirect or consequential loss, or for loss of profit, revenue or business opportunity; and
• our total liability for any claim relating to an order will not exceed the price you paid for the affected Goods.

23.3 We are not responsible for loss caused by events outside our reasonable control (see clause 22) or by your acts or omissions.

24. Default and suspension

24.1 If you do not pay an amount when due, or you breach these Terms and do not fix the breach within [7] days of our written notice, we may suspend supply, cancel unfilled orders and require immediate payment of all amounts you owe us.

24.2 We may take the same steps if you become insolvent, or an administrator, receiver or liquidator is appointed to you.

24.3 These rights are in addition to our other rights under these Terms and at law.

25. Confidentiality

25.1 Each of us must treat as confidential any information the other gives us that is clearly confidential or reasonably understood to be confidential. This includes wholesale and special pricing, product development information, custom designs, customer information and commercial arrangements.

25.2 This does not apply to information that is public, was already lawfully known to the recipient, is independently developed, or must be disclosed by law. Either of us may share confidential information with our professional advisers, who must also keep it confidential.

26. Privacy

We handle personal information in line with our Privacy Policy, available on our website at www.vwrugs.com.au. If you give us personal information about other people, such as your staff or customers, you must make sure you are entitled to do so.

27. Dispute resolution

27.1 If a dispute arises about an order or these Terms, either of us may give the other written notice setting out the nature of the dispute, the relevant order or invoice, the outcome sought and any supporting information.

27.2 Appropriate representatives of each of us will meet or speak in good faith within 14 days of the notice and try to resolve the dispute.

27.3 If the dispute is not resolved within [30] days of the notice, we will consider mediation with an independent mediator we both agree on before either of us starts court proceedings.

27.4 This clause does not stop either of us from seeking urgent legal relief.

28. Notices and communications

Notices under these Terms must be in writing and may be sent by email to the address in your account application or most recent order, or to info@vwrugs.com.au for notices to us. An email is received when sent, unless the sender receives a delivery failure message.

29. General

29.1 Governing law. These Terms are governed by the laws of New South Wales, Australia. We each submit to the courts of New South Wales and the Commonwealth courts that sit there.

29.2 Changes. We may update these Terms from time to time. The Terms in effect when we accept an order apply to that order, and we will tell account customers about material changes before they apply to new orders.

29.3 Whole agreement. These Terms, together with the quotation, order confirmation, invoice and any signed agreement for an order, are the whole agreement between us about that order.

29.4 Severability. If a provision of these Terms is invalid or unenforceable, it is read down or removed to the extent necessary, and the rest of the Terms continue to apply.

29.5 No waiver. If we do not enforce a right straight away, we do not give it up.

29.6 Assignment. You may not transfer your rights or obligations under these Terms without our written consent, which we will not unreasonably withhold.

30. Contact us

V W Rugs Pty Ltd Sydney, New South Wales, Australia Email: info@vwrugs.com.au Website: www.vwrugs.com.au