Conditions of Sale
This document governs the relationship between Instyle Contract Textiles Pty Ltd and the Purchaser and by submitting a purchase order to Instyle you confirm that you have read/understand and will abide by our Conditions of Sale. If these Conditions of Sale are unclear and require clarification, contact Instyle Customer Service (02 9317 0222). Within this document ‘Instyle’ refers to Instyle Contract Textiles Pty Ltd and the ‘Customer’ refers to the Purchaser.
1.1 Terms for Non Account (Cash Sale) Customers
A Customer will trade on a cash sale basis unless they have an existing commercial credit account. Orders should be placed as per clause 2.0. A proforma invoice will be issued to obtain payment and all products must be paid in full and payment cleared prior to the products being dispatched. Instyle offers the following payment options:
- EFT: Instyle bank confirmation required
- Cheque: 4-day cheque clearance period applies
- Bank Deposit: 4-day clearance period applies for any payment made at a bank branch
- Credit Card: MasterCard, Visa, a 1.0% processing fee applies, $5,000 transaction limit per order
1.1.1 Indent/Large orders For Non Account (Cash Sale) Customers
Deposits (where agreed to by Instyle) for products to be back ordered are accepted on the following conditions:
- When back ordered items arrive in the Instyle warehouse, they will be put on proforma reserve and a proforma tax invoice issued for the outstanding balance.
- Balance of payment for products on proforma reserve is required within 5-days of the balance of proforma tax invoice being issued.
- If payment is not received within the period specified above, Instyle reserves the right to charge a daily warehousing fee (after the initial 5-day pack + hold period). The fee’s will be deducted from the deposit and reflected in the outstanding balance due. At Instyle’s discretion, an interest charge may also apply on the debt due at the rate of (debt x 15% x overdue days / 365).
- If the balance owing is not paid in full within 14-days of the balance proforma tax invoice being issued, Instyle may commence legal action to recover outstanding monies. All costs incurred will be added to the debt and payable by the Purchaser.
- Products will not be dispatched until payment in full is received.
- Payment claims are made under the Australian Building and Construction Industry Security of Payment Act 1999, preventing any form of retention and/or deduction with regards to the payment of any invoice. When sign off is accepted by Instyle, the Purchaser agrees that any production and/or contractual delays they may incur, will not delay balance of payment to Instyle, that is, the Purchaser will pay the debt upon request and accept the goods purchased as per the order.
1.2 Commercial Credit Facilities
Before offering commercial credit, Instyle requires that a Customer trade on a cash sale basis to establish a regular trading history (3 completed cash sales within the current 6 month period, a minimum of $5,000 product value). To request an account email your full details to firstname.lastname@example.org. Note: account requests are subject to credit checking via Creditor Watch and then trade references, also availability of budgeted space on our ledger.
1.3 Terms for Approved Accounts Customers
An indemnity is required for all commercial credit facilities offered, along with an agreement for Terms of Credit Providing. All accounts are payable in full within 30-days from date of statement (terms are not negotiable). Deducting and holding retentions is not permitted. All overdue accounts are placed on stop supply at 35-days. Accounts are monitored and payment patterns will determine if facilities are revoked. Credit limits are subject to payment pattern, this determines any increases/decreases in limits.
1.4 Indent/Large orders For Account Customers
Payment claims are made under the Australian Building and Construction Industry Security of Payment Act 1999. Deducting and holding retentions is not permitted. When sign off is accepted by Instyle, the Purchaser agrees that any production and/or contractual delays they may incur will not delay the payment to Instyle, that is, the Purchaser will accept the goods purchased as per the order and pay the account at 30-days in full as per the commercial credit terms offered by Instyle.
Invoices are raised at the point of dispatch and charged to the account same day, and auto emailed. Invoices are not to be rolled if delivery falls outside the month charged. Instyle cannot be held responsible for delivery ETA’s or delays.
The Customer acknowledges that interest charges apply on all overdue accounts. The interest charge will be calculated at the following rate: (Debt x 15% x overdue days / 365). Instyle may at its discretion request from time to time that a commercial credit application be updated. Failing to update as requested could result in loss of commercial credit facilities, until the required documents are completed and returned. All business, and trading/as names must be registered if you wish to use them as an account name. Notification in writing is requested prior to selling the business, name changes and/or Director changes etc. The Customer further acknowledges that they shall be liable for any costs incurred by Instyle in collecting or attempting to collect outstanding monies, including commissions paid to agents and legal fees. Any breach of these terms will result in credit facilities being revoked. Instyle also reserves the right to revoke commercial credit facilities at its discretion, without notice.
2.0 ORDERING PROCEDURES (both cash sale and account customers)
The processing of all orders is managed by our Sydney Customer Service Team. Orders are to be placed via email refer email@example.com. When placing orders quote:
- Business name and / or Account name
- Official order number
- Product name
- Colour name
- Quantity required
- Delivery instruction
2.1 Minimum Order Value
Where the invoiced value of products ordered (excluding GST+ Freight) is less than $100, the Customer shall in conjunction with the price pay a $25 surcharge. The surcharge amount may be reviewed / altered at a future date without notice.
2.2 Minimum Order Quantity
Minimum order quantities apply for stock products;
Fabric / vinyl’s minimum cut length is 0.5m. All orders will be supplied to the nearest 0.1m i.e. an order for 0.75m will be cut and invoiced as 0.8m. Indent products have minimum order quantities and customers should check each product for specific details.
Leather, wallcoverings and ecoustic® refer to current pricelist for product specific minimums and any applicable Minimum Order Surcharges. Leather is supplied by the full hide.
2.3 Cutting and Allowances
It is recommended that the Customer make an allowance for wastage, flaws, roll lengths and hide sizes in their order quantity calculations. Instyle does not supply against indicated cuts/panels (rather total metreage ordered). Instyle cannot guarantee that supplied fabric / vinyl / leather or wall covering will be flaw free. However rolls of fabric / vinyl and wall covering will be supplied within industry standard of an average of not more than 6 flaws per 50m length and any flaws will be tagged and an industry standard allowance provided. Allowances are given as 0.1m per horizontal flaw and flaw length for vertical flaws.
On any order only one cut per product will be made and allowances beyond those provided for flaws will not be given to enable the Customer to achieve their drops / panels. Instyle will not be liable for any claims where the fabric meets the above industry standards nor for fabric imperfections once the goods have been cut, marked or used in any other way.
As leather is a natural product, it is supplied by full hides only. Hide sizes will vary and orders will be fulfilled with varying sizes. Every effort will be made to supply orders as close as possible to the minimum metreage as indicated on the customer order however Instyle reserves the right to deviate from the quantity ordered up to the next full hide size.
2.4 Colour Matching
Due to the nature of the product supplied, it is not always possible to obtain an exact colour match with sample presentations.
Although every effort is made to ensure colours correspond to those illustrated in the sample presentations, these are an indication of colour only and variations occur between batches and/or deliveries. Should a close colour match be required it is recommended that a cutting from stock be requested for the Customer’s approval. In the case of repeat orders, the Customer must submit with each new order a cutting from a previous order and quote the batch number which will assist in colour matching. Even then colour variations may still occur.
2.5 Reservation of Products
Generally, reserves on products by special request are held for a period of 5-days after which they are automatically deleted from our system. The reserving of stock does not guarantee availability. To confirm product availability and suitability, an order must be placed.
3.0 PRICING STRUCTURE
In most instances two prices are quoted for each product
For fabric / vinyl / wallcoverings a “cut <55m” price and a “bulk 55+m” price applies as follows:
- Cut <55m Price: Is applicable where less than 55m per colourway of fabric / vinyl / wallcovering is ordered or where the quantity ordered exceeds 55m but is delivered to more than one delivery address resulting in <55m being delivered to a single address.
- Bulk 55+m: Is applicable where 55m or more per colourway of fabric / vinyl / wallcovering is ordered and delivered to a single delivery address.
For leather a “cut <55sqm” price and a “bulk 55+sqm” price applies as follows:
- Cut <55sqm Price: Is applicable where less than 55sqm per colourway of leather is ordered or where the quantity ordered exceeds 55sqm but is delivered to more than one delivery address resulting in <55sqm being delivered to a single address.
- Bulk 55+sqm: Is applicable where 55sqm or more per colourway of leather is ordered and delivered to a single delivery address.
For Ecoustic products and modular systems please refer to the current price list.
3.1 Freight Freight charges apply for all orders. If your order has more than one destination a charge will apply for each.
3.2 Price Changes
Every endeavour will be made to maintain prices at the levels shown in the price list. However, owing to the numerous variables beyond Instyles control, prices are subject to change without notice.
Quoted prices shall be valid for one month only, unless otherwise agreed by Instyle in writing. A copy of the quote should be forwarded with your official purchase order to ensure agreed pricing is charged.
Deliveries will be made to the address nominated by the Customer. If the Customer requests delivery of the goods to a third party, the third party must accept the goods for and on behalf of the Customer . Unless specifically requested, all deliveries within Australian will be made by a carrier nominated by Instyle. If an alternative freight company is nominated by the Customer then the Customer will cover the expense of this option.
The Customer acknowledges that the capacity of Instyle to deliver products is subject to external factors, persons and entities beyond the control of Instyle and over which Instyle has no control. The delivery times advised to the Customer are estimates only and Instyle will not be liable for late delivery or non-delivery by a carrier. Under no circumstances shall Instyle be liable for any loss, damage or delay suffered by the Customer arising from late or non-delivery of goods.
The Customer shall, at their own expense, provide all necessary labour and equipment (including fork lift if required), to offload goods on arrival at the nominated place of delivery. If at the nominated delivery point the Customer is unable to take delivery or offload the goods for whatever reason, the Customer will be liable for all additional freight costs associated with a second or subsequent delivery attempts.
5.0 INSPECTION OF PRODUCTS ON DELIVERY
5.1 Check all Products
It is important that the Receiver check on arrival and before cutting/usage that:
- The correct product has been received
- The colour is correct, and
- The quality and quantity are as ordered
5.2 Alteration or Cancellation of Orders
All reasonable requests for changes will be accommodated where possible:
If the Customer wishes to cancel or amend an order, contact our Sydney Customer Service Team on 02 9317 0222.
a ) If the order has already been processed a cancellation / restocking fee applies as outlined in clause 5.3 below. If products have already been dispatched in addition to the cancellation / restocking fee the Customer is responsible for return freight costs.
b) Large Orders: The ordered quantity cannot be cancelled.
c) Indent Products: If products have been specifically manufactured or imported for the Customer the order cannot be cancelled or altered.
d) Forward Dated orders: (Account customers only) Where the Customer requests a delayed delivery date (i.e. products are not to be invoiced and dispatched upon availability) then products will be held once available, for dispatch on the date nominated by the Customer (to at latest the 15th of the following month). Changes / cancellation of orders being held are done under the same terms shown above in 5.2 (a) and 5.3 below.
5.3 Return of Products (No Fabric / Vinyl length less than 5m will be accepted for return)
No return will be accepted without prior written approval from Instyle. Unless there is a problem with the product i.e. defects, or error on Instyles behalf the Customer is liable for the cost of return shipment of the product to Instyles Sydney warehouse and subject to a cancellation / restocking fee of 25% of invoice value of the goods or $100 (whichever is the greater) plus G.S.T. If a return is requested outside of the specified return period (as below) a 35% restocking fee is applicable, subject to approval of the return by Instyle.
A return can only be accepted under the following circumstances:
- Instyle is notified within 7-days of receipt of products.
- The product is returned in the same condition as supplied and products are securely wrapped for transportation. The return of products will NOT be accepted after the product has been cut, treated, marked and/or altered in any way.
- Products that have been specifically manufactured or imported for the Customer or discontinued lines are not returnable.
- Ecoustic®, modular products and edging are not returnable.
- Instyle, in its absolute discretion, agrees to accept the return.
- When Instyle has agreed in writing to accept a return the products are required to be returned as outlined in the return documents issued and within 14-days of this written agreement.
5.4 Seven Days Reasonable + Sufficient For Examination
The Customer acknowledges that a period of 7-days after the date of delivery of the products is a reasonable and sufficient period within which to examine the products for all purposes.
6.1 Procedure for Claims to Be Strictly Complied With
The Customer must notify Instyle in writing if the products are defective in whole or in part:
a) Within 7-days after the date of delivery (in which respect time shall be of the essence); and
b) Prior to the products being cut, laminated, treated, marked and/or altered in any way.
c) No refund or credit will be given or allowed by Instyle to the Customer unless the Customer complies with the provisions of paragraphs (a) and (b) and the products are returned as follows;
- In the same condition as supplied to the Customer;
- Strictly in accordance with the directions of Instyle; and
- To Instyles Sydney warehouse within 14-days after Instyle has agreed in writing to the return.
All quotations are without guarantee, expressed or implied that the products will be suitable for a specific purpose although such purpose may be known to Instyle. Nor is any guarantee given by Instyle as to the performance of any products supplied hereunder. The Customer acknowledges that the products are manufactured from natural materials and variations may occur from one roll / hide to another and within individual rolls / hides. Instyle will not be liable for any colour variations and/or product imperfections after the products have been cut, marked or used in any other way. The Customer accepts that all products purchased are supplied as “run of production” and are not individually selected unless specifically stated on the Customers official order form. If the Customer requires any products to be individually selected and to be suitable for a particular purpose, Instyle must be notified in writing on the order form stating the requirement and also of the purpose for which the products are to be used.
Notwithstanding any such notification the Customer acknowledges that variations in the material substances from which products are manufactured preclude any warranty that all products supplied will be fit for the purpose notified. Any samples shown to the Customer are intended to indicate the general colour only and all agreements are entered into without guarantee expressed or implied that the products delivered will colour match with the samples.
6.3 Limitation of Liability
Where Instyle is in breach of any term, warranty or condition, whether contained in these Conditions of Sale or implied by statute, law or otherwise and which has not been excluded from these Conditions of Sale, the Customer acknowledges and agrees that Instyles liability for damages shall be limited to whichever of the following Instyle, at its sole discretion, decides:
(a) The replacement of the products.
(b) The repair of the products.
(c) The payment of the cost of replacing products or acquiring equivalent products.
(d) Or the payment for the repair of the products.
IMPORTANT – Notwithstanding, to the extent lawfully permitted, Instyles liability is further limited to a sum not exceeding the invoice price of the products, and the Customer acknowledges that all products are supplied on this basis.
6.4 Instyle Not Liable For Consequential Damages
The Customer further acknowledges and agrees that in no circumstances shall Instyle be liable for any consequential losses or damages suffered or incurred by the Customer as a consequence of a breach by Instyle of any term or condition on its part to be performed or of any warranty notwithstanding that Instyle may have been given notice by the Customer of the prospective consequential losses or damages the Customer may suffer or incur as a consequence of such breach.
7.0 WARRANTIES, REPRESENTATIONS, FITNESS
7.1 Exclusion of Implied Terms Etc
To the fullest extent lawfully permitted and so that this provision is not rendered void, all terms, warranties, conditions or liabilities implied or imposed by statute, law or otherwise are hereby negated and/ or excluded.
7.2 No Warranties Etc Given by Instyle Contract Textiles Pty Ltd
The Customer acknowledges that without limiting the effect of any other provision of these conditions, Instyle does not warrant:
- Suitability – that the products will be fit or suitable for the purpose for which the Customer is acquiring the same, unless stated on sample presentations or given in writing;
- After treatments – that the products may be treated in any way including without limitation, treatment such as fire retardants, soil resistant finishes, sprays, finishes, dips, backings or coatings without damaging the products or otherwise affecting their durability, performance or finish.
8.0 RISK + TITLE
The risk in the products shall pass to the Customer upon delivery to the Customer or to any carrier or agent acting on the Customer’s behalf. For the purpose of this provision, when Instyle has agreed to deliver the products to the premises of the Customer, its carrier or agent, as the case may be, delivery shall be deemed to have been effected upon the entry of the carrier onto such premises and thereafter the products shall be at the Customer’s risk, including without limitation during the off-loading of the products from Instyles carrier. Or in the event of the products being picked up from the premises of Instyle, the risk in the products shall pass to the Customer on leaving the premises of Instyle.
8.2 Property / Ownership
Property in the products shall not pass to the Customer until full payment has been received by Instyle. The Customer agrees that Instyle is authorised to enter the Customer’s premises and repossess the products (or any Instyle products in lieu, even if previously paid for) if the Customer fails to comply with the terms of payment.
Until property in the products passes the Customer, the Customer shall:
- Store the products so that they are clearly identified as the property of Instyle and;
- So much of the proceeds of the resale of the products as is owing to pay directly to Instyle and;
- Maintain any claim against a sub-purchaser for the benefit of Instyle.
9.1 Customer’s Warranty
The Customer warrants that performance by Instyle pursuant to an order placed by the Customer will not infringe any registered trade mark or design and undertakes to indemnify and keep indemnified Instyle against all claims, demands, actions, proceedings, liabilities, losses and expenses for actual or alleged infringement.
9.2 No Waiver
Any time or other indulgence granted to the Customer shall not affect Instyles strict rights except to the extent to which Instyle expressly waives such rights in writing but no waiver in respect of any breach shall affect Instyles strict rights in respect of any other breach by the Customer.
9.3 Legal Action (both Cash Sale and/or Commercial Credit Accounts)
The Purchaser agrees and understands that should it be required – any and all legal costs shall be added to the debt and payable by the Purchaser.
Any contract for the supply of products, made between Instyle and the Customer shall be governed by and construed in accordance with the laws from time to time in force in N.S.W. & Instyle and the Customer hereby submit to the exclusive jurisdiction of the courts of N.S.W. The Customer acknowledges that Instyle shall be entitled to charge interest on overdue accounts at the sum equal to the interest calculated daily on the amount outstanding from time to time at the rate/s set out in Schedule J to the NSW Supreme Court Rules 1970: and the sum equal to the costs (including without limitation legal costs on a common fund basis) incurred by Instyle in attempting to recover the amount due.
9.5 Retention of Title
- Title in the products shall not pass to the Customer until payment is made in full to Instyle. Until payment in full is made, the Customer shall retain the products as Instyle fiduciary agent and bailee.
- The Customer may resell the products but only on market terms and pending any such resale or utilisation in any manufacturing process, the products must be insured, and securely stored separate from other products and clearly marked as being Instyle products.
- Instyle at its discretion reserves the right to lodge a PPSA on an invoice and /or the commercial credit account itself.
- The Customer shall hold in trust for Instyle all proceeds from the resale of Instyle products or where Instyle products have been incorporated into other product/s such part of the proceeds from the sale of the products as relates to Instyle products (which part shall be deemed to equal in dollar terms the amount owing by the Customer to Instyle). Such proceeds shall be deposited to a separate account until the liability to Instyle has been discharged.
9.6 Design Rights
The designs depicted in Instyle samples, price lists and web sites are propriety to Instyle and Instyle reserves the exclusive right to manufacture or distribute them. Any reproduction of these designs, in any form, including but not limited to fabric, leather, wallcovering, carpet, laminate, glass, infringes Instyle rights and that infringement will be prosecuted.