By submitting a credit application and/or ordering goods and services (“goods”) from JasonL Pty Ltd (ABN 27 138 695 40) (“JasonL”) you (“Customer”) agree that the following terms and conditions of sale shall apply to the supply. These terms and conditions replace any previous terms and conditions of sale. The Customers warrants that they are not a consumer under the Australian Consumer Law and are acquiring the goods for resupply or for use in a manufacturing process.
“Customer” means a person whose order for the purchase of goods is accepted by JasonL: “Law” means any Commonwealth or Australian state legislation, regulations and the general law and includes in particular the Commonwealth Competition and Consumer Act 2010 and regulations as amended from time to time and the Commonwealth Personal Property Securities Act 2009 and regulations as amended from time to time: “PPSA” means Personal Property Securities Act 2009: “Purchase Monies Securities Interest” or “PMSI” has the meaning given in section 14 of the PPSA as amended from time to time.
- “Including” is not a term of limitation.
- Where the context admits or requires words importing the singular number shall include the plural number, those denoting a given gender shall include all other genders and those denoting natural persons shall include corporations.
- Unless otherwise specifically agreed in writing by JasonL, where any terms and conditions of the Customer’s order are inconsistent with these terms and conditions, then these terms and conditions will prevail. Any variations or additions to these terms and conditions not expressly agreed to in writing by JasonL are expressly rejected by JasonL and shall not apply to the transactions contemplated by these terms and conditions.
- A quotation by JasonL shall not constitute an offer to sell goods to the Customer. No contract for the supply of goods shall exist between JasonL and the Customer until a Customer’s order for goods has been accepted by JasonL (such acceptance of Customer’s orders may be made and communicated by JasonL in writing or by an overt act of acceptance). JasonL may accept or refuse any order for goods in its absolute discretion and may make its acceptance of an order conditional upon it receiving a satisfactory credit assessment of the Customer.
- JasonL may vary these terms and conditions by notice in writing to the Customer. The variation will commence on the date specified in the notice. The Customer may consider the variation and, if not acceptable, may elect not to proceed with the purchase of goods which are intended to be subject to the variation. If the Customer does not notify JasonL of any issue before the specified date in the notice, then the Customer agrees that goods delivered and/or ordered after that date will be subject to the variation and acceptance of the goods or the placing of the order shall be deemed to be an acceptance of such varied terms and conditions.
- Should there be any variation to any of the information supplied by the Customer to JasonL in any credit application, or there has been a change of control of the Customer or in the structure or nature of the Customer’s business (such as a conversion to or from a Company or Trust) the Customer shall notify JasonL in writing within 14 days of the variation occurring.
- These terms and conditions and all obligations hereunder shall be binding on the Customer’s personal representatives, successors and permitted assignees and shall be for the benefit of JasonL’ successors and assignees.
- SPECIAL or customised ORDERS
- Notwithstanding any other clause of these terms and conditions, orders for customised goods cannot be cancelled or varied once the work has been commissioned or commenced by JasonL,.
- A cancellation fee equal to 50% of the order is payable by the Customer if any order is cancelled prior to manufacture commencing and 100% of the order is payable after manufacture has commenced.
- The Customer warrants to JasonL that all drawings and specifications and other design information provided to JasonL for the manufacture of special or customised orders are accurate and correct in all respects, comply with any relevant standards or legal or regulatory requirements, and do not infringe upon the intellectual property rights of any party including any copyright, patents, designs or trademarks of a third party.
- Provided that JasonL has complied with all written specifications provided by the Client, or supplied by JasonL to the Client, , JasonL bears no responsibility if goods supplied to the Customer are unsuitable. The Customer has the responsibility of ensuring specifications are accurate and acceptable and the goods are fit for purpose.
- Quotes provided by JasonL shall be valid for a period of 30 days from issue of the quotation.
- JasonL will be entitled to set off against any money owing to the Customer amounts owed to JasonL by the Customer on any account whatsoever.
- Unless otherwise agreed, a cancellation fee equal to 50% of the order is payable by the Customer if any order is cancelled prior to manufacture commencing and 100% of the order is payable after manufacture has commenced.
- ACCOUNT TERMS
- JasonL shall issue a tax invoice for the goods. Unless otherwise agreed, 100% of the order is payable by the Customer upon the order being accepted by JasonL.
- Credit extended to the Customer for goods sold will be made in accordance with any express written agreement between the Customer and JasonL or, if none, in accordance with the terms of credit as maintained by JasonL at the time the Customer’s account was established. In all other respects these terms and conditions will apply.
- If the Customer does not pay JasonL by the due date, the Customer shall pay interest on monies due, calculated on a daily basis at 10% per annum from the due date for payment until actual date of payment. If the Customer has an account with JasonL, JasonL may debit the Customer’s account monthly or at such other times it chooses for such interest.
- The Customer shall pay any legal costs (on a solicitor/client), stamp duties and other expenses payable on the enforcement of these terms and conditions or any credit application, guarantee or other security documents signed by the Customer together with any collection costs or dishonoured cheque fees.
- JasonL may withdraw the Customer’s credit facilities at any time or vary the Customer’s credit limit, without notice to the Customer or any guarantor of the Customer.
- If JasonL advises the Customer that it is prepared to accept payments by credit card, the Customer will be subject to a surcharge which is equal to the merchant charge to JasonL.
- Where the Customer is liable for payment of any tax invoice for goods and any payment is received from the Customer then JasonL is entitled to apply or reapply any payment as it sees fit at any time and is not required to apply any payments as directed by the Customer.
- PERSONAL PROPERTY SECURITY ACT
- The Customer agrees that these terms and conditions create a PMSI in the goods (and their proceeds) supplied presently and in the future by JasonL to the Customer.
- This PMSI does not lose its priority as a result of the renewal, refinance, consolidation or restructure of the subject matter of these terms and conditions and any purchase money obligations.
- Until ownership of the goods passes to the Customer, the Customer waives its rights under sections 95, 118, 129, 130, 132, 135, 137, 142, 143 and 157 of the PPSA. To the extent permitted by the PPSA, these terms and conditions exclude any provisions of the PPSA which may be excluded in JasonL’s discretion and which would otherwise confer rights on the Customer.
- The Customer’s right to possession of goods still owned by JasonL under these terms and conditions shall cease if:
- the Customer being an individual, commits an act of bankruptcy;
- the Customer being a company, circumstances arise where a receiver, manager, administrator or controller becomes entitled to take possession of any of its assets, any proceedings are instituted for winding up, or the Customer entering into a deed of company arrangement;
- the Customer ceasing or threatening to cease conducting business in the normal manner or applying for deregistration or receives a deregistration notice;
- any cheque the Customer provides to JasonL is dishonoured for payment;
- the Customer fails to comply with any demand for payment issued by JasonL; or
- the Customer breaches any of the terms and conditions contained herein and/or is in default of any other agreement between JasonL and the Customer.
- The Customer expressly and irrevocably agrees that JasonL is entitled, but not obliged, to enter any premises where the goods supplied by JasonL are located to repossess, remove and sell such goods. The Customer (its successors and assigns, including any external manager or administrator) shall not object to JasonL, or its agents, entering any premises for the purpose of this clause 7 and agrees to indemnify and keep JasonL indemnified in respect of any claims, actions and costs that may arise against JasonL in relation to the removal, repossession and sale of the goods pursuant to these terms and conditions including any claims brought by third parties.
- The Customer agrees that repossession and retention of the goods pursuant to the PPSA will only satisfy so much of the monies which may become payable to JasonL by the Customer, as is equivalent to JasonL’ estimation of the market value of the goods as it is at the date of repossession and the repossession and retention will immediately extinguish any rights for interest JasonL has on the value of the goods recovered.
- Until ownership of the goods passes, the Customer must not give JasonL a written demand or allow any other person to give JasonL a written demand requiring JasonL to register a financing change statement under the PPSA or enter into or allow any other person to enter into the personal property securities register a financing change statement under the PPSA.
- The Customer agrees not to change its Customer name or undertake any changes to any documents that JasonL has registered, requires to be registered or are capable of being registered without JasonL’ prior written consent.
- DIRECTOR PERSONAL GUARANTEE
- If these terms are signed, or entered into by a Director of the Customer, that Director is taken to have personally guaranteed performance by the Customer of all its obligations under these Terms (including the requirement to pay).
- Statutory Warranty and Limitation of Liability
- Warranties that may be implied by the Competition and Consumer Act, 2010, or any other legislation applicable to the goods are hereby expressly excluded but only to the extent that such exclusion is not prohibited by such legislation.
- JasonL’s liability to the Customer for any breach of its obligations hereunder in relation to delivery of the goods, defective goods, damaged goods or any warranty implied by law (other than a warranty as to title) shall in all cases be limited to an amount equal to the lesser of (as determined by JasonL);
- the cost of having the goods repaired; or
- the cost of replacing the goods; or
- the cost of obtaining and supplying equivalent goods.
- Notwithstanding any other provision of these terms and conditions and any additional terms to which JasonL and the Customer have agreed apply to a supply of goods, JasonL shall not be liable;
- for special, indirect or consequential loss or damage whatsoever in connection with the supply and use of the goods, including but not limited to any loss of revenue or profits which would otherwise be derived from the use of the goods; or
- in tort including any tortious act, neglect or default of JasonL, its servants or agents, in connection with the supply, delivery and use of the goods.
- JasonL has any reasonable grounds to believe that the Customer may not be able to make due and punctual payment to JasonL of any monies owing by the Customer or there is any default or failure by the Customer in making such payments;
- an administrator, liquidator, provisional liquidator or external manager is appointed in respect of the Customer;
- a receiver, receiver and manager, administrator or controller is appointed in respect of any assets or group of assets of the Customer;
- the Customer goes into bankruptcy or is wound up;
- the Customer becomes, admits in writing that it is, or is declared by a court to be unable to pay its debts as and when they fall due; or
- there is a breach by the Customer of any of these terms and conditions,
then all monies payable by the Customer to JasonL may, at JasonL’ election, become immediately due and payable notwithstanding the due date for payment shall not have expired and JasonL may without prejudice to any other rights it may have do any or all of the following:
- withdraw any credit facilities which may have been extended to the Customer;
- withhold any further delivery of goods;
- in respect of goods already delivered, enter onto the Customer’s premises to recover and resell the goods for its own benefit;
- recover from the Customer the cost of materials or goods acquired for the purpose of future deliveries;
- exercise such rights as are afforded to JasonL under the PPSA; or
- register a default with any credit reference facility.
- Goods will be delivered or deemed to be delivered when they are collected by the Customer or the Customer’s agent, or delivered to the delivery place nominated by the Customer. If no such address is nominated then delivery will be deemed to occur at the time when the goods are ready for collection at JasonL’ premises.
- The Customer shall pay to JasonL packing (other than the standard packing of JasonL), crating and delivery charges in accordance with JasonL’ current rates, as at the date of dispatch. If there is no current rate then JasonL may charge a reasonable amount to the Customer.
- JasonL may charge a reasonable amount for storage if delivery instructions are not provided by the Customer within 14 days of a request by JasonL for such information, or if JasonL need to store your goods for any other reason. Risk of damage to, or loss or theft of, or deterioration of, the goods (and the need to insure it) passes to you once the goods are available for delivery, irrespective of whether the goods are stored by us or not.
- Unless specifically agreed to in writing, goods delivered by JasonL will be delivered to the Customer’s nominated address for such deliveries. A delivery confirmation from the Customer is not required and goods left at the nominated address at the nominated time shall be deemed to have been delivered..
- If, for whatever reason, beyond the control of JasonL, the goods cannot be delivered to the Customer, the goods will be returned to JasonL and the costs and expenses incurred by JasonL shall be added to the price of the goods.
- Any times quoted for delivery are estimates only and JasonL shall not be liable to the Customer for any failure to deliver or for delay in delivery of goods occasioned by any other cause whatsoever whether or not beyond the control of JasonL.
- The Customer shall not be relieved of any obligation to accept or pay for goods by reason of any delay in delivery.
- JasonL reserves the right to deliver goods by instalments and each instalment shall be deemed to be sold under a separate contract. Failure to deliver any instalment or deliver any instalment on time shall not entitle the Customer to repudiate the contract in whole or in part.
- If JasonL has quoted an installation service this refers to the removal of components from wrapping and placement on floor and to the assembly of components and final placement of the goods but shall not include any hard wiring components which you will need to have installed by a certified electrical contractor at the Customer’s cost.
- Installation shall take place between 7am and 5.00pm Monday to Friday. Any request for installation at other times will be subject to further charges.
- PROPERTY AND RISK
- The goods shall be held at the sole risk of the Customer as soon as they are delivered or deemed to be delivered.
- Property in and title to the goods will not pass to the Customer until those goods and all other amounts owed to JasonL by the Customer have been paid for in full and until then:
- the Customer will hold the goods as fiduciary and bailee for JasonL;
- the goods must be stored separately and in a manner enabling them to be identified as goods of JasonL and cross-referenced to particular invoices and the Customer acknowledges that if it should process or mix the goods with other goods or items such that the goods are no longer separately identifiable then the Customer and JasonL will be owners in common of the new goods;
- the Customer may sell the goods in the ordinary course of its business as bailee for JasonL and will hold the proceeds of sale in a separate account on trust for JasonL and account to JasonL for those proceeds; and
- JasonL may require the Customer to return the goods to it on demand and may enter upon the premises of the Customer to inspect or repossess the goods.
- The Customer shall insure the goods against theft or any damage until such goods have been paid for or until they are sold by the Customer whichever occurs first and JasonL will be entitled to call for details of the insurance policy. If the Customer does not insure the goods or fails to supply details of its insurance policy the Customer will reimburse JasonL for the cost of any insurance which JasonL may reasonably arrange in respect of the goods supplied to the Custom.
- RETURN OF GOODS AND CLAIMS
- Subject to the application of the Competition and Consumer Act, 2010 (if applicable), if you are not 100% satisfied with your goods and
- the goods are not custom made; and
- you notified JasonL within 14 days of delivery; and
- the goods have not been assembled and are returned in its original packaging, undamaged, and
- JasonL have confirmed acceptance of the above conditions; then
- Subject to the application of the Competition and Consumer Act, 2010 (if applicable), if you are not 100% satisfied with your goods and
JasonL will refund you the price, less the cost of shipping and handling.
- In all other circumstances, JasonL will not accept the return of the goods.
- Nothing in the clause limits claims for JasonL’s failure to comply with the Customer’s order or specification whether due to shortfall, defect, error, incorrect delivery or otherwise. The Customer must give written notice to JasonL within fourteen (14) days from the date of delivery of such defect. If the Customer fails to provide such notice then the Customer shall be deemed to have accepted the goods.
- These terms and conditions shall not exclude, or limit the application of any provision of any statute including any implied condition or warranty the exclusion of which would contravene any statute or cause any part of this clause 12 to be void. To the extent permitted by law all conditions, warranties and undertakings are expressly excluded.
- JasonL’ liability for breach of a non-excludable condition or warranty is limited at JasonL’ option, to any one of the following:
- the replacement of the goods or the supply of equivalent goods;
- the repair of the goods;
- the payment of the cost of providing replacement goods or of acquiring equivalent goods; or
- the payment of the cost of having the goods repaired.
- JasonL shall not be liable for any indirect loss or damages whatsoever, including consequential loss, loss of profits, loss of opportunity or loss of use.
- FITNESS FOR PURPOSE
- To the maximum extent permitted by the Law, the Customer agrees that it does not rely on the skill or judgement of JasonL in relation to the suitability of any goods for a particular purpose. Any advice, recommendation, information or assistance provided by JasonL is provided without any liability by JasonL whatsoever.
- Given the nature of the textiles industry and natural goods, JasonL cannot guarantee or warrant continuity of exact shade, colour, size, weight, texture, or construction of finished goods that include textiles or natural products and the Customer shall make no claim in relation to deviations in that regard.
- Intellectual property
- Unless otherwise specified, the intellectual property in all designs, fabrics, artwork, and all other intellectual property created by JasonL on behalf of the Customer remains the property of, and is owned by JasonL.
- Any intellectual property owned by JasonL cannot be used or disclosed by the Customer without the express written consent of JasonL. Without limiting the above, Customers cannot:
- disclose or reproduce JasonL’ designs;
- JasonL’ artworks and designs must not be photographed, copy or reproduced in anyway.
- Unless otherwise expressly agreed, JasonL shall, upon receiving payment in full for its supply of goods, provide the Customer with a royalty free, perpetual, transferable license to use the artwork and design for the sale of garments as anticipated by these terms and conditions.
- providing the goods to the Customer;
- providing the Customer with information about JasonL and its goods and services;
- developing and identifying goods and services that may interest the Customer;
- performing its administrative and marketing operations;
- considering any other application the Customer may make to JasonL;
- managing its rights and obligations in relation to external payment systems (e.g. credit card schemes and debit payment schemes);
- conducting market research or customer satisfaction research;
- developing, establishing and administering arrangements with other organisations in relation to the promotion, administration and use of its goods; and
- complying with legislative and regulatory requirements or as otherwise permitted or authorised by law.
- In this clause 16 the expressions “GST”, “input tax credit”, “tax invoice”, “recipient” and “taxable supply” have the meanings given to those expressions in the A New Tax System (Goods and Services Tax) Act 1999.
- With the exception of any amount payable under this clause 16, unless otherwise expressly stated all amounts stated to be payable by the Customer under these terms and conditions are exclusive of GST.
- If GST is imposed on any supply made under or in accordance with these terms and conditions, the recipient of the taxable supply must pay to JasonL an additional amount equal to the GST payable on or for the taxable supply. Payment of the additional amount will be made at the same time as payment for the taxable supply is required to be made in accordance with these terms and conditions, subject to the provision of a tax invoice.
- JASONL On LINE
- By representing our products online for sale, we are inviting you to make an offer to us to purchase those products or services on the Terms set out.
- To offer to purchase products online, you must:
- place an order for the products using the process set out on the website or app;
- confirm the order details in accordance with the procedure on the website or app. You must ensure that you check the order carefully. Except in limited circumstances required under statute, once accepted by JasonL, the offer cannot be varied or cancelled;
- make payment in full on the website or app at the time of placing the order; and
- accept our pricing and Terms.
- Once you have placed your order, you cannot cancel or revoke your order, unless expressly provided for in these Terms, or if one of the exceptions under the Electronic Transactions Act
- You acknowledge and agree that:
- The electronic transmission of information is sometimes unreliable and it is possible that your offer or payment may not be received by JasonL for reasons beyond either parties' reasonable control;
- to the extent permitted by law, JasonL is not liable to you in any way for any loss or damage at all and however caused, arising directly or indirectly in connection with your use of the website or app, the transmission of an electronic communication through the website, or any failure to receive an electronic instruction for whatever reason;
- We are under no obligation to investigate the authenticity or authority of persons using your login and password, or placing an order, or to verify the accuracy and completeness of such electronic instructions.
- You will receive an email from JasonL as soon as practicable after you have made payment. If you have any questions regarding your order you may contact JasonL Contact details for JasonL will be displayed on your order confirmation, or they can be found on our website.
- We may, in our sole and absolute discretion, accept or reject any offer to purchase made by you for any reason, including but not limited to an error in the advertised price for, or description of, the products on the website, or an error in your order.
- While we endeavour to accept and fulfil all orders, there may be occasions where we may not be in a position to accept your order. If that occurs, we will notify you by telephone or email and arrange for an account credit or a full refund of any payment made by you in relation to that order to be processed.
- We will be deemed to have accepted your order when your order is delivered to your specified delivery address or on collection of your order from JasonL .
- Prices shown on our website are in Australian dollars. Prices will not include delivery which will be notified as a separate amount. Prices are subject to change.
- Unless otherwise stated, any accessories shown in any image of products are not included in the price.
- We reserve the right to correct any errors published on the website.
- All payments must be made in full at the time of placing your order online
- Payments must be made via the method set out on the website. If a third party supplier is utilised by JasonL to process payments, use of the website will be subject to any terms and conditions of that provider.
ONLINE PAYMENT and credit card fraud
- To the extent permitted by law, JasonL will not be responsible for any damages or consequential losses (whether direct or indirect) suffered by a user where a credit card or PayPal account is fraudulently used or is used in an unauthorised manner.
- By utilising the online payment system you agree to be bound by the terms and conditions of use of that system.
Disclaimer and Indemnity
- To the extent permitted by law, JasonL excludes all liability to you or anyone else for loss or damage of any kind (however caused or arising) relating in any way to the website including, but not limited to, loss or damage you might suffer as a result of:
- errors, mistakes or inaccuracies on the website;
- any interruption or cessation of transmission to or from the website;
- you acting, or failing to act, on any information contained on or referred to on the website and/or any linked website;
- any unauthorised access to or use of the websites secure servers; and/or
- any malware, viruses, Trojan horses, worms or other harmful or malicious code or communications which may be transmitted to or through the website.
save to the extent that our gross negligence has directly caused or contributed to that liability.
- Except as expressly provided in these terms, and to the fullest extent allowed by the law, JasonL and its third parties will not be liable for any indirect, special, incidental or consequential damages arising out of your access to or use of the website including, but not limited to, any loss of profit, loss of opportunity, loss of income, loss of business, any loss of goodwill or reputation; increase in expenses; and pure economic loss.
- You will at all times indemnify, and keep indemnified, JasonL and each of its related bodies corporate, including their directors, officers, employees and agents from and against any loss (including reasonable legal costs and expenses on a full indemnity basis) or liability incurred or suffered by you or by any of them arising from any claim, demand, suit, action or proceeding by any person against you or them where such loss or liability arose out of, in connection with, or in respect of, your conduct or breach of these terms.
- This clause is not intended to exclude or limit any rights which you may have under the Competition and Consumer Act 2010 (Cth).
- CHARGE and General SECURITY INTEREST
The Customer hereby charges all property and grants a security interest in all personal property, both equitable and legal, present and after-acquired of the Customer, in respect of any monies that may hereinafter be owing to JasonL under this these terms and conditions by the Customer or otherwise and hereby authorises JasonL or its solicitors to execute any consent form as its attorney for the purpose of registering a mortgage or caveat over any real property owned by the Customer at any time, or to register the security interest on the Personal Properties Security Register (“PPSR”). The costs and stamp duty payable on the charge, mortgage or caveat or registration on the PPSR are payable by the Customer.
- Third party warranties
Nothing in these terms and conditions renders JasonL responsible for administering or honouring any manufacturer’s warranty and all claims under the warranty must be made by the Customer direct to the manufacturer.
- TRUST AND TRUSTEES
Where the Customer is a trustee the Customer agrees to produce a stamped copy of the trust deed (with all amendments) if and when requested by JasonL and the Customer warrants that it has full power and authority to enter into this Agreement on behalf of the trust and that it shall be bound by these terms and conditions both personally and as trustee, irrespective of whether or not it discloses to JasonL that it is a trustee at the time of entering into any credit agreement with JasonL.
- LAWS TO GOVERN PROVISIONS OF AGREEMENT
These terms and conditions shall be governed by and construed in accordance with the laws of New South Wales. The parties submit to the exclusive jurisdiction of the courts of New South Wales.
Notice to be given by the Customer to JasonL may be delivered personally or sent to the credit manager of JasonL at JasonL’ address of 4/538 Gardeners Rd, Sydney NSW 2015 and unless the contrary is proved shall be taken as delivered on the second business day following posting. Notice to be given to the Customer by JasonL may be delivered personally, or sent to the Customer’s last known address and unless the contrary is proved shall be taken as delivered on the second business day following posting. Invoices and statements are deemed received by the Customer on the second business day after posting by ordinary prepaid post.
In the event that the whole or any part or parts of any provisions in these terms and conditions should be held to be void or unenforceable in whole or in part such provision or part thereof shall to that extent be severed from these terms and conditions but the validity and enforceability of the remainder of these terms and conditions shall not be affected.
- SUB CONTRACTING
JasonL reserves the right to sub-contract the design, manufacture and/or supply of the goods or any part thereof to a third party.
Unless otherwise agreed, all reference to currency is reference to Australian Dollars.
- force majeure
JasonL shall not be liable for any loss or damage caused by its failure or delay deliver the goods or perform the services due to anything outside the reasonable control of JasonL including but not limited to acts or omissions of the Customer, breakdown of plant or machinery, shortage of labour, strikes, lockouts, industrial disputes, fire or arson, storm or tempest, theft, vandalism, riots, civil commotions, terrorist actions, wars, government restrictions, intervention and/or control, transport delays, accidents or embargoes of any kind.