Terms & Conditions
This website (https://www.decor.com.au) (the Decor Website) is maintained by The Decor Corporation Pty Ltd (ACN 004 231 109) (Decor).Your use of the Decor Website is governed by the provisions contained in these terms and conditions and also by the Decor Privacy Policy as it applies to users of the Decor Website (together, the Terms and Conditions). Please take the time to review them. By using or accessing the Decor Website you agree to be bound by all these Terms and Conditions. If you do not agree to the Terms and Conditions, please do not access or otherwise use the Decor Website. Decor may modify the Terms and Conditions at any time, by posting modified Terms and Conditions on the Decor Website, and the modified Terms and Conditions will take effect immediately upon being posted. You should check the Decor Website for such changes frequently. Your continued access to, and use of, the Decor Website after such changes, conclusively demonstrates your acceptance of those changes. Access to and use of the Decor Website You may access and use the Decor Website solely pursuant to these Terms and Conditions for your personal, non-commercial use. Any other use requires prior consent from Decor, which may be granted or withheld in Decor’s absolute discretion. You must not use the Decor Website for any purpose or in any way prohibited by these Terms and Conditions or that is unlawful under Australian law or any other laws that apply to you.Intellectual Property All rights are reserved. Apart from reproductions specially permitted by or otherwise not infringing applicable copyright legislation, no material on this Decor Website may be reproduced in any form without the prior written permission of Decor.Decor has a stringent policy of registering and protecting its intellectual property rights both in Australia and in other major markets. Thus most of the Decor products shown or referred to on the Decor Website are the subject of patent, design and/or trademark registrations or applications, in Australia and/or in certain overseas countries. Product designs may also be the subject of the automatic copyright protection granted under Australian copyright legislation and similar legislation in other countries. In addition, automatic copyright protection also covers various materials included on this Decor Website. Information does not represent advice; limitation of liability You acknowledge and agree that information published by Decor is intended to provide general information in summary form only. Decor does not warrant the accuracy, adequacy or completeness of any information provided on the Decor Website or that any information is suitable for the requirements of users (including their specific dietary needs). It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, merchandise and other information provided through the Decor Website or on the internet generally.To the fullest extent allowable by law, Decor will not be liable to you or anyone else for any decision made or action taken by you or anyone else in reliance upon any information contained on or omitted from the Decor Website or for any other use by you or anyone else of the Decor Website or the content or services offered or provided by it. No guarantees of product availability Decor gives no guarantee to you of the availability or continuing availability of any particular item advertised on the Decor Website. Decor will not be liable to you should any product be out of stock or discontinued at any time, prior to removal of the advertisement from the Decor Website. No endorsement of third party sites Decor may provide links and pointers to Internet sites maintained by third parties from the Decor Website. Such linked sites are not under the control of Decor and Decor is not responsible for the contents (including the accuracy, legality or decency) of any linked site or any link contained in a linked site. Decor is providing these links to you only as a convenience, and the inclusion of any link does not imply approval or endorsement by Decor of the linked site. Decor is not responsible for the copyright compliance of any linked site. Decor will not be liable for any damages or loss arising in any way out of or in connection with or incidental to any information or third party service provided by any third party. Disclaimer Any information or pricing detailed on the Decor Website is updated regularly in an effort to ensure that it is up to date. However, any errors, omissions or irregularities on the Decor Website are strictly non-binding on Decor, to the fullest extent permissible by law. Where errors, omissions or irregularities occur the information provided to you at the point of sale will take precedence over what has been provided on the Decor Website.At no point is the information on the Decor Website intended to constitute a contractual agreement between Decor and any other person, except to the extent expressly stated to the contrary. No website service guarantee Decor provides no warranty to you that the services generally available through the Decor Website will be uninterrupted or error-free or that defects in the service will be corrected. You also understand that Decor cannot and does not guarantee or warrant to you that any files available for downloading through the Decor Website or delivered via electronic mail from Decor (including through the Decor Website) will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Decor Website for the reconstruction of any lost data.Our rights to use information you send us Decor welcomes ideas and feedback from you about all aspects of the Decor Website. You agree that Decor may reproduce, distribute, transmit, create derivative works of, and publicly display any materials and other information (including ideas for new or improved products and services) that you submit to the Decor Website or by email to Decor, subject to the Decor Privacy Policy. You acknowledge that you have full responsibility for any submissions or communications you make to the Decor Website or by email to Decor, including its legality and reliability and that you are not breaching any third party rights (including intellectual property rights) when you communicate with Decor. No guarantee as to the security of your information While Decor takes due care in ensuring the privacy and integrity of the information you provide, the possibility exists that this information could be unlawfully observed by a third party while in transit over the Internet or while stored on Decor systems or on the Decor Website. Decor disclaims all liability to you to the greatest extent possible pursuant to law should this occur. Indemnity To the fullest extent allowable by law, you agree to indemnify and to keep Decor indemnified for any third party claim or demand, right of action or claim for compensation made against Decor and for any injury, direct or indirect damage, loss, cost or expense or liability suffered by Decor in connection with your use of the Decor Website, your breach of these Terms and Conditions or your breach of any rights of third parties. General Provisions The Terms and Conditions are governed by the laws of Victoria Australia, even if you are not located or resident in Victoria. Each party submits to the jurisdiction of courts exercising jurisdiction there, and waives any right to claim that those courts are an inconvenient forum.Any provision of these Terms and Conditions that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of these Terms and Conditions nor affect the validity or enforceability of that provision in any other jurisdiction.
THE DECOR CORPORATION PTY LTD
T E R M S A N D C O N D I T I O N S O F C O N T R A C T
company means The Decor Corporation Pty Ltd.
customer means the person or corporation named on the face of the invoice as the customer.
goods means the goods described on the face of the invoice.
Terms means the terms and conditions below and the terms of any invoice agreed between the company and customer for the provision of the goods by the company.
wrongful act of a party means any negligent, reckless, fraudulent or dishonest act or omission of the party or any officer, employee or agent of the party.
- If there is a conflict between any terms and conditions contained in a customer’s purchase order (or other document used by the customer to administer their business) and these Terms, these Terms shall prevail.
- The customer acknowledges that the minimum order value is $AUD500 excluding GST, shipping, freight, taxes and tariff costs, for any one delivery (“Minimum Order Value”). The company reserves the right to increase the Minimum Order Value at any time on 30 days notice to the customer prior to the increase taking effect. An increase to the Minimum Order Value will not affect any orders placed by the customer prior to the effective date of the applicable increase in Minimum Order Value.
- All prices quoted for goods are excluding GST and shipping, freight, taxes and tariff costs (which will be added to the price of such goods). Quotes are valid for a period of 30 days from the date of quote. Thereafter quoted prices are subject to change prior to the company’s acceptance of the relevant order and if prices have changed the company will provide notice to the customer of this change. Within 14 days of receiving such a price change notice, the customer may withdraw the relevant order. If the order is not withdrawn in that period, the customer is deemed to acknowledge and accept the change in quoted price for the goods and the company may accept the order and proceed to fulfil it.
- Payment must be made in cleared funds:
- for orders equal to or greater than the Minimum Order Value, within 30 days from the date of invoice, unless another period is agreed between the parties asset out in the relevant invoice;
- for orders less than the Minimum Order Value, in advance and payment must be received by the company prior to dispatch of the goods, unless otherwise agreed.
- The company reserves the right to vary the terms of payment on notice to the customer (including introducing late payment fees and credit card surcharges), prior to acceptance of any new order, and to require payment in cleared funds in full prior to dispatch if the creditworthiness of the customer is, in the company’s reasonable opinion, unsatisfactory. For the avoidance of doubt, the customer is under no obligation to place an order after notification of any varied payment terms by the company in accordance with this clause.
- The company will deliver the goods to the customer’s shipping address as notified to the company from time to time. The customer is solely responsible for ensuring the accuracy and completeness of all address and contact details provided by it, and will indemnify the company for any loss or damage suffered by the company due to the customer’s failure to provide accurate address and contact details for the delivery location (including but not limited to the costs of re-delivery, or storage of the goods due to the customer’s failure to accommodate delivery). This indemnity does not apply to any loss or damage to the extent it arises due to a failure by the company to use reasonable endeavours to mitigate the loss or damage.
- The company may use third party couriers to deliver the goods. Whilst the company will use reasonable endeavours to ensure goods are delivered within a requested timeframe, the company cannot guarantee that this will always be possible. The company may refuse to fulfil any order which includes an address that is not a valid street address (e.g. PO Box). The company is not responsible for delay or non-delivery of the goods, and shall not be liable for any losses, liabilities, costs, damages, charges or expenses arising from late delivery or non-delivery of goods save to the extent that the late or non-delivery is caused or contributed to by the company’s wrongful act.
- All conditions and warranties expressed or implied by statute, the common law, equity, trade, custom or usage or otherwise are expressly excluded, to the maximum extent permitted by law.
- So far as the law permits, the liability of the company for a breach of a condition or warranty that cannot be excluded is limited, at the company’s option, to:
- the replacement or repair of the goods;
- refund for any amount paid for the goods;
- the supply of equivalent goods; or
- the cost of replacing or repairing the goods or of acquiring equivalent goods.
- To the maximum extent permitted by law, the company and its related bodies corporate, and their respective authorised representatives, officers, directors, employees, agents, licensees and licensors (collectively, the “Related Parties”) exclude all liability arising under or in connection with these Terms, save to the extent the liability is caused or contributed to by the wrongful act of the company or its Related Parties or to liability which cannot be excluded by law whether based in contract, tort (including negligence), strict liability or otherwise.
- Each party’s maximum liability to the other party for any claims arising under or in respect of goods supplied pursuant to these Terms which is not otherwise excluded or limited pursuant to clauses 8), 9) or 10), is, in aggregate, limited to the amount paid by the customer for goods in the 6 months preceding the relevant claim. This limitation does not apply to limit liability to the extent caused or contributed to by the wrongful act of the claiming party or to liability which cannot be limited by law. Further, this clause does not limit any payment amount the company is entitled to in respect of an order pursuant to these Terms.
- No party will have liability to the other party for indirect, incidental, consequential, exemplary, punitive, and special loss or damage (including damages for loss of profits, revenue, income, goodwill, use, data, time or other intangible losses) arising out of or in any way connected with these Terms or the purchase of goods by the customer from the company.
- Subject to law, the customer acknowledges that any text accompanying the goods is provided solely for the purpose of identifying the product and is not a ‘description’ of the goods, and that any images of the goods provided to the customer are illustrative only and cannot be relied upon as an accurate description of the goods due to the variation of lighting and resolution of each image. Further, no two items are completely identical, and if the law would imply that a sale by reference to a sample has occurred, the customer acknowledges and accepts that there are small variations in the goods depending on the manufacturer, printer, and supplier used, and that superficial variations in the colour, texture, shine, or craftsmanship of the goods will not constitute a ‘significant difference’ from any so-called reference sample.
- The customer acknowledges that the goods are being provided for the purpose of re-supply, and that neither the company nor any person purporting to act on its behalf has made any representation or given any promise or undertaking, as to the fitness of the goods for any particular purpose.
15) The customer shall only use the company’s approved marketing materials in respect of any promotion, sale or resupply of goods and in accordance with any marketing or other guidelines provided by the company to the customer. The customer shall not alter any of the company’s intellectual property, (including but not limited to copyright, designs, and trade marks in any goods, products, or marketing materials) without the prior written consent of the company. In addition, the customer shall not co-brand any of the company’s goods or products, without the prior written consent of the company. Unless otherwise agreed in writing, the customer shall bear all costs and expenses it incurs in marketing and distributing the goods and marketing materials.
- The customer agrees to indemnify the company against any claim, loss, liability, cost and expense that may be incurred by the company as a result of any infringement or unauthorised use of any patent trademark design or copyright arising out of the use of the goods to the extent such infringement or unauthorised use is caused or contributed to by an act or omission of the customer, but excludes loss, liability, cost and expenses incurred due to a failure of the company to take reasonable steps to mitigate such loss, liability, cost or expense, and it is specifically agreed that the sale and purchase of the goods does not confer on the customer any licence or rights under any patent trademark or copyright which is the property of the company.
- The company reserves the right to subcontract the manufacture and/or printing and/or supply of any goods or any part of the goods provided under or contemplated by this contract.
- If either party makes default in payment under these Terms which is not remedied within 14days of notice of default by the payee, or commits a material breach of these Terms which is not remedied within 14 days of notice of the default from the other party, or commits an act of bankruptcy or, being a company, becomes insolvent or an administrator or a controller within the meaning of section 9 of the Corporations Act 2001 (Cth) (“Corporations Act”) or a similar officer is appointed to any of its assets or undertaking or an application or order is made or a resolution is passed or proposed for the winding up of the party or for it to enter an arrangement or compromise with any of its creditors, the non-defaulting party may, in addition to any other rights it has, suspend its obligations under, or terminate, this contract and suspend or terminate (in whole or in part) any obligations in relation to completing unfulfilled orders under this contract by written notice to the defaulting party, without liability or prejudice, save that a party’s obligation to make payment with respect to any previously completed orders or obligations under this contract will survive such termination.
- The company is entitled to payment for all orders accepted by the company up to and including the date of termination of this contract will not prejudice or otherwise affect any rights and obligations of the parties expressed in this contract or intended to survive termination, nor will it prejudice or otherwise affect any right or remedy one party has against another party in respect of any breach of the contract before termination, but termination of the contract will terminate all other rights and obligations of the parties under this contract. This clause 19) and clauses 4), 8), 9), 10), 11), 12),24), 29) and31) and the indemnities in these Terms survive termination of this contract.
- Failure by a party to insist upon a strict performance of any term or condition herein shall not be deemed a waiver thereof or of any rights the party may have and shall not be deemed a waiver of any subsequent breach of any term of condition.
- Each party acknowledges and agrees that these terms and conditions will be binding upon any liquidator, receiver, receiver and manager, administrator, controller (within the meaning of section 9 of the Corporations Act), inspector or similar officer who may be appointed to administer or investigate the party or its assets or undertaking at any time.
- Neither party is liable for any failure or delay in the performance of any of its obligations hereunder (except for any obligation to pay) due to a cause beyond its reasonable control and in such a case this contract may be terminated by either party, without penalty if the failure or delay lasts for at least 60 days unless the parties otherwise agree to suspend or vary this contract. Nothing in this clause, relieves a party from its obligation to take reasonable steps to mitigate its losses
- The customer agrees either by itself or by its nominated forwarding agent to complete and sign the company’s delivery receipt on receipt of the goods. Any claims by the customer for short or wrongful delivery of goods, or that the goods arrive damaged, must be endorsed on the company’s delivery receipt at the time of delivery or notified to the company within forty-eight hours of delivery. Subject to law, if the customer does not notify the company of short or wrong delivery within forty-eight (48) hours of delivery of the goods, the goods shall be deemed to have accepted by the customer.
- The customer warrants and agrees that:
- the risk of loss of, or damage to, the goods will pass to the customer on dispatch and the company is not responsible for loss, deterioration or damage to the goods during transit (except to the extent caused by a wrongful act of the company).
- the customer shall hold all necessary product insurance in relation to the goods from the date that the risk passes to the customer.
- property in, and ownership of, the goods will not pass from the company to the customer until payment in full of the purchase price of the goods and all other amounts owing to the company by the customer (the “money owing”).
- until property in the goods passes to the customer:
- the company may register a security interest over the goods on the personal property securities register and the customer agrees to sign all documents and do such acts necessary to facilitate this, promptly when requested;
- the customer will hold the goods as fiduciary for the company;
- the company, its employees or agents, are entitled to enter the customer’s premises between 9.00 am and 5.00 pm to inspect the goods, and
- unless otherwise notified in writing by the company and subject to paragraph (e), the customer is authorised to sell the goods in the ordinary course of the customer’s business.
- if payment for the goods is not made by the customer to the company on the due date, then within 14 days of receipt of written notice from the company notifying the customer’s failure to make payment by the due date, the customer must either pay the company its money owing or return the goods to the company at the customer’s sole expense, in the same condition as at delivery of the goods to the customer by company. If the customer does not comply with such notice within fourteen (14) days of receipt, the company, its employees or agents, are entitled:
- to enter the customer’s premises at any time to do all things necessary in order to take possession of the goods, and the customer:
- must procure the consent of all other persons having any interest in the premises where the goods are situated to entry of those premises by the company, its employees or agents; and
- indemnifies the company against any claim, loss, liability, cost and expense that may be incurred or sustained by the company, its employees or agents, as a result of the entry of those premises where the goods are situated (save to the extent caused by a wrongful act of the company); and
- with or without taking possession of the goods, to sell them as the company sees fit.
- to enter the customer’s premises at any time to do all things necessary in order to take possession of the goods, and the customer:
- the customer must reimburse the company for its bona fide costs and expenses incurred in respect of any enforcement of this clause, or in the recovery or attempted recovery of either the money owing by the customer to the company or possession of the goods, including, courier costs, storage costs, mercantile agents, and other agents acting on the company’s behalf.
- the customer’s right to hold and sell the goods will immediately cease if an administrator or a controller within the meaning of section 9 of the Corporations Act or a similar officer is appointed to any of its assets or undertaking or an application or order is made or a resolution is passed or proposed for the winding up of the customer or for the customer to enter an arrangement or compromise with any of its creditors. In any case, and without the need for notice or demand by the company, the customer acknowledges that any sale or purported sale of the goods will not be in the ordinary course of the customer’s business and the proceeds of any such sale or purported sale of the goods will, to the extent of the money owing, be held on trust for the company by the administrator, controller or similar officer (as the case may be), or if there is no such officer, by the customer.
- Any provision of these Terms which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability, but this does not invalidate the remaining provisions of this clause nor effect the validity or enforceability of that provision in any other jurisdiction.
- If the customer cancels an order more than 48 hours after it accepted by the company or refuses to accept all or any of the goods other than in circumstances permitted by this contract, the company may request that the customer pay to the company the full contract price of the goods, in which case the customer must pay such amount to the company within 10 days of the company’s request. This clause will not apply when an order (or part thereof) is cancelled or refused due to a wrongful act of the company.
- The customer agrees to indemnify, defend, and hold the company, and any of its Related Parties, harmless against any and all claims, actions, proceedings and suits and all related liabilities, damages, settlements, penalties, fines, demands, losses, costs or expenses incurred by the company and their Related Parties arising out of, or relating to, (ii) the customer’s breach of any term of this contract, or (ii) the customer’s violation of any third party’s rights, proprietary rights (except to the extent caused or contributed to by a wrongful act of the company or its Related Parties). This indemnity does not apply to any liability, damage, penalty, fine, loss, cost or expense to the extent it arises due to a failure of the company or any person seeking the benefit of the indemnity not taking reasonable steps to mitigate.
- The company agrees to indemnify, defend, and hold the customer harmless against any and all claims, actions, proceedings and suits and all related liabilities, damages, settlements, penalties, fines, demands, losses, costs or expenses incurred by the customer arising out of, or relating to (i) the company’s breach of any term of this contract, or (ii) the company’s violation of any third party’s rights, proprietary rights (except to the extent caused or contributed to by a wrongful act of the customer). This indemnity does not apply to any liability, damage, penalty, fine, loss, cost or expense to the extent it arises due to a failure of the customer or any person seeking the benefit of the indemnity not taking reasonable steps to mitigate.
- All amounts payable to a party under this Agreement (other than an amount for GST payable to the party under this clause 29) have been calculated without regard to GST. If the whole or any part of any such amount is the consideration for a taxable supply for which the supplying party is liable to pay GST, the supplying party may charge the party liable to pay for the taxable supply under this Agreement, and that party must pay the supplying party, concurrently with the payment of that amount, an additional amount equal to the GST payable in respect of the taxable supply calculated on the basis that the value of the taxable supply is the amount payable for the taxable supply excluding any GST. The recovery of consideration for any taxable supply made under this Agreement is subject to the supplying party issuing to the party liable to pay for the taxable supply a tax invoice in respect of the supply. Any reference to a cost or expense incurred by a party in this Agreement excludes any amount of GST forming part of the relevant cost or expense when incurred by the party for which the party can claim an input tax credit. Any reference to ‘GST’ in this clause is a reference to any goods and services or equivalent value added tax where applicable.
- The company may collect personal information relating to the customer from various sources to meet its obligations, protect its lawful interests and provide services in the course of its business. The company may share the information it has collected with its related bodies corporate, third parties that assist the company in providing its goods and services, its professional advisors, regulatory authorities and others in accordance with the terms of the company’s privacy policy. These parties may be located in other states or countries, and while they will often be subject to privacy and confidentiality obligations, the customer accepts that they may not always comply with the specific requirements of Australian state or federal privacy laws. For more information on how the company handles personal information, its privacy policy is available by request or by visiting Décor’s website: [https://decor.com.au/pages/privacy-policy].
- This contract shall be governed by and construed in accordance with the laws of Victoria, Australia.