These terms of business apply to all dealings between the Customer and Eagle Workwear Pty Ltd (ABN 99 667 171 744) (“Workwear Point”, “us”, “we” or “our”). These General Terms & Conditions (“Terms”) are important, and you should ensure that you read them carefully.
For the purposes of these Terms, the word:
“ACL” means Australian Consumer Laws set out at Schedule 2 of the Competition and Consumer Act 2010 (Cth).
“Price” means the price quoted to the Customer in the Quotation relating to the Goods.
“Customer” means the person(s) or company that purchases the Goods or Custom Goods from our Website.
“Custom Goods” means any Goods that the Customer requests Workwear Point to specifically manufacture or alter for that Customer as set out in the Quotation or any variation pursuant to clause 11.
“Custom Goods Works” means any works relating to or pursuant to clause 3.
“Goods” means the goods that we sell as part of its business which the Customer orders from Workwear Point’s stock.
“Insolvency Event” means being placed into an arrangement with its creditors or, being an individual, commits an act of bankruptcy or is made bankrupt, or being a company resolves or is ordered to be wound up or has a liquidator, receiver, receiver and manager or official manager appointed.
“Substantial Breach” means as defined at clause 17.4.
“Order” means an order of Custom Goods or Goods made and paid for on the Website.
“Quotation” means the quotation provided to the Customer, describing the Works to be performed or supplied, the Price and any other relevant information, the term Quotation and these Terms may also be referred to as the “Contract”.
If a provision of these Terms is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
These Terms and any contract to which they apply shall be governed by the laws of New South Wales and are subject to the jurisdiction of the courts of New South Wales.
We will not be responsible for any loss or liability incurred by you arising or in any way connected with any dealing or transaction with us, contemplated or actual, except to the extent of liability imposed by the Australian Consumer Law.
Our failure to enforce any provision of these Terms shall not be treated as a waiver of that provision, nor shall it affect our right to subsequently enforce that provision.
We are not liable whatsoever to you for any direct or indirect losses and/or expense suffered by you arising out of a breach by us of these Terms.
We may sub-contract all or any part of our rights and obligations without the consent of the Customer.
Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
The Customer warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent, and that this agreement creates binding and valid legal obligations on it.
If the Customer is a corporation, the directors of the Customer agree that they are signing these Terms on behalf of the Customer and in their personal capacity for the purposes of the Personal Guarantee provision at clause 18.
We may provide any notice required under these Terms by publishing the notice on our Website (“Notice”).
If a Customer provides us with a purchase order, any terms within the purchase order do not apply to these Terms and in any case these Terms would take precedence.
These Terms, together with the Privacy Policy, constitute the entire agreement between you and us and supersede any prior versions of these Terms and all other communications whether oral or written, express or implied.
2. Acceptance & Quotations
The Customer is taken to have read, understood, accepted and is immediately bound, jointly and severally, these Terms by continuing to use our Website and:
In the case of Goods, transacting with Workwear Point by purchasing Goodson the Website; or
In the case of Custom Goods, transacting with Workwear Point by ordering Custom Goods in accordance with clause 3.
It is the responsibility of the Customer to check all proofs, designs or artworks for errors or omissions and the Customer assumes responsibility for any remaining errors or omissions in the Goods or Custom Goods.
Please note that we and entities controlled by it are bound by the Australian Privacy Principles (or APP’s) and the Privacy Act (1988) in relation to the treatment of the personal information of a Customer.
Subject to any variation of the Custom Goods to be supplied set out in the Quotation pursuant to clause 11, the Customer acknowledges that the Custom Goods include and are limited to the Custom Goods set out in the Quotation. If there is a variation to Custom Goods supplied set out in the Quotation the Price may be revised.
The Price in the Quotation will remain open for acceptance for a period of thirty (30) days from the date of the Quotation and then it will be subject to revision.
We reserve the right to amend the Price if there is any error or omission in the Quotation. This clause applies notwithstanding the Customer’s acceptance of the Quotation.
All technical or descriptive information (including photographs, drawings, illustrations, weights, dimensions and any other particulars on the Website or accompanying, associated with or given in a Quotation, descriptive literature or a catalogue) is approximate only and, to the extent permitted by law, we give no warranty and make no representation with respect to the correctness, compliance, adequacy or otherwise of that information. To the extent permitted by law, the Customer agrees that it uses that information at its own risk. We further state that although we try to represent the Goods that we sell on our Website as accurately as possible, the actual colour and texture is not always able to be conveyed through the image on our Website. Other factors out of our control which may affect the perception of the colour or texture include the definition and brightness of the screen with which you are viewing the image.
3. Ordering of Goods
The Customer must add the Goods they wish to purchase from the Website to their checkout cart and must take care in ensuring that they order the correct size and quantities.
The Customer must provide correct address details to enable to the purchased items to be delivered.
If we are unable to fulfill the Order placed by the Customer we will notify the Customers of the Goods available for delivery. In relation to items not available, we will confirm when those Goods will be able to be delivered or we will offer a refund of those items.
4. Custom Goods
In order for a Customer to order a Custom Good, the following process applies:
(i) The item, stock item no. (SKU) and quantity from our stock that the Customer wishes to customise including the size and colour (if applicable); and
(ii) The Customer’s logo or wording that is required for the Custom Works; and
(iii) Whether the Customer requires printing, embroidery or sublimation.
Once this information is obtained:
(i) Firstly:
in relation to the Customer’s logo, we must assess whether the logo is of satisfactory resolution to be used in the Custom Works; and
in relation to the logo and wording, we must assess whether the wording is suitable and not offensive or capable of causing offense, this is determined at our sole discretion; and
whether printing, embroidery or sublimation is possible for that particular stock item.
(ii) If the logo and/or the wording is suitable, a Quotation will be sent to the Customer and payment is required prior to any Custom Goods Works commencing.
5. Sales & Discounts
We may provide discount codes and apply from time-to-time discounts on the Goods as a result of a promotion or advertised sale.
If we conduct a sale or promotion it will be on such Goods as determined by us at our sole 0discretion.
We are not obligated to operate a sale or promotion and the occasion of such sale or promotion is at our sole discretion.
Such discounts only relate to the price of such Good and does not apply to any shipping or delivery costs. For the avoidance of doubt the sale or discount will not apply to any Custom Goods or Custom Goods Works.
6. Terms of Payment
The Customer must pay for Goods on the Website at the time of checkout.
In relation to Custom Goods, the Customer must pay the full amount of the Price upon obtaining the Quotation in accordance with clause 3.1(b).
(If Applicable) Further to clause 5.2 and in addition to clause 15, if the Customer fails to pay our invoice the following provisions will apply:
Interest shall be payable by the Customer on any invoice amount which is overdue for payment. Interest will be calculated at a rate of 15% per annum from the due date;
All costs associated with the recovery of an overdue account including agency Commission and solicitor’s costs will be added to the debt and charged to the Customer;
We may without demand or notice destroy the Goods or if capable of being sold to another party sell the Goods on such terms and in such manner as it may determine and will be entitled to deduct all expenses incurred.
7. Dispatch
Dispatch of the Goods or Custom Goods cannot occur prior to payment of the Price.
Dispatch time frames vary however, we estimate that in relation to:
Goods – upon an Order being paid for and confirmed as accepted, Dispatch may take between 6 to 10 working days, In relation to International Orders, a dispatch time frame will be advised upon confirmation of the order.
Custom Goods – upon acceptance of the Quotation and subject to full payment of the Price, dispatch in relation to printing and embroidery custom work may take 4 weeks and in relation to sublimation may take 8 weeks to be completed and dispatched.
We are not responsible for any orders that are lost or stolen during the delivery of the Goods, this is the responsibility of our delivery partners.
We reserve the right to make part deliveries of any Order, in circumstances where certain items are available for dispatch and there will be a delay in the dispatch of the balance of the items.
In relation to international Orders, a dispatch time frame may be advised upon confirmation of the Order.
Please note that the above are only estimates and upon confirmation of an Order, we will use our best endeavours to provide as accurate as possible a delivery timeline based upon the information we receive from our manufacturers or suppliers.
While we endeavours to keep dispatch dates, any delay of dispatch , for any reason whatsoever, will not entitle the Customer to claim for any consequential loss or damage or to cancel, rescind or terminate the agreement.
Should circumstances beyond our control prevent or hinder delivery or dispatch, we will be free from any obligation to deliver Goods while such circumstances continue. For as long as such circumstances exist, er may, at our option, cancel, rescind or terminate all or any part of the Contract or keep the Contract on foot until such circumstances have ceased. Such circumstances beyond the control of we include, but are not limited to: strikes, lockouts, rebellions; fire; acts of God; shortages of raw materials; Government decrees, proclamations or orders; transport difficulties; and failures or malfunctions of computers or other information technology systems.
We may impose a delivery charge on all deliveries which we will notify the Customer of. Any delivery charges that the Customer pays are non-refundable.
8. Acceptance of Goods and Completion of Works
The Customer will inspect the Goods or Custom Goods immediately upon delivery to the Customer or upon collection of that order by the Customer’s agent or courier, as the case may be.
Subject to clause 2.7 and 15, all claims against we regarding the quality, nature, fitness, suitability (including wrong size), conformance with description or defects (“defect”), excluding any item arising out of clause 2.7 or 15, of the Goods or Custom Goods must be made in writing to we within 2 days of delivery. The Goods or Custom Goods must be returned by the Customer at the Customer’s cost and we will determine if the Goods or Custom Goods are faulty. The Goods must be returned in the condition it was delivered, unworn and unwashed with all tags still attached to the Goods.
We do not accept liability for any such claim not made in accordance with these terms. Subject to the ACL, if the Customer fails to notify the defects within the time frame set out at clause 7.2, the Goods or Custom Goods will be considered to have been delivered to and accepted by the Customer in a satisfactory condition.
If we determine the Goods not to be faulty, the Customer must pay for the cost of the return of delivery.
In the event of justified objection notified by the Customer in accordance with these terms, we may choose any of the options set out at clause 9, and no additional claims of any nature whatsoever may be made against us.
9. Returns
This clause is subject to the relevant provisions of the ACL.
Return of goods only applies pursuant to clause 7.2 and will not be accepted or approved for change of mind.
10. Competition and Consumer Act 2010 (CTH)
The terms in these Terms that exclude or limit our liability will apply only to the extent permitted by law. Provisions of the Competition and Consumer Act 2010 (Cth) (as amended) and other statutes from time to time in force cannot be excluded, restricted or modified or can only be restricted or modified to a limited extent. These Terms must be read and construed subject to any such statutory provisions. If any such statutory provisions apply, then to the extent to which the owner is entitled to do so, its liability under those statutory provisions will be limited at its option to:
(a) the replacement of the Goods or the supply of equivalent Goods or Custom Goods;
(b) the repair of the Goods or Custom Goods; or
(c) Refund of the cost of the Goods or Custom Goods
11. Cancellation
An Order may only be cancelled by mutual agreement and in the event of such cancellation the Customer agrees to reimburse us for any design, printing or works already performed to that time.
The Customer otherwise has no right to cancel an Order that has been accepted.
12. Variation
Subject to clause 11.2, any variation to the Order or Custom Goods Works set out in the Quotation must be in writing and accepted by Custom workwear point inviting.
If the Customer requests any variation in the Works we shall, if we accepts the variation, be entitled to increase or decrease the Price by a reasonable amount including allowance for profit. If any variation impacts the timeframe within which the Custom Works are to be completed we shall be entitled to a reasonable extension of time to complete the Custom Works.
13. Risk
Risk in each order will pass to the Customer upon delivery of that order to the Customer or upon collection of that order by the Customer’s agent or courier as the case may be.
Where, in accordance with these terms, we accept return of any Goods or Custom Goods, risk in those Goods or Custom Goods will revert to us upon delivery to us or upon collection by us.
Any property of the Customer’s under our custody or control will be entirely at the Customer’s risk as regards loss or damage caused to the property or by it.
14. Retention of Title
If any Goods or Custom Goods are delivered prior to payment of the Price, notwithstanding delivery of the Goods or Custom Goods to the Customer, until the Customer has effected full payment for the Goods or Custom Goods legal title to the Goods will remain with we;
15. PPSA (If Applicable)
Unless otherwise defined in these terms, the capitalised terms and expressions used in this clause have the meanings given to them in the Personal Property Securities Act 2009 (Cth) (PPSA).
The Customer acknowledges and agrees that it will grant to us a Security Interest in the goods and their Proceeds, including any Accounts, Accessions and Commingled Goods.
The Customer acknowledges that any purchase by it on credit terms from we, or any retention of title supply pursuant to these terms, attaches on delivery of the relevant goods and constitutes a Purchase Money Security Interest.
The Customer agrees that:
(a) these terms or, subject to we giving the Customer at least 30 days’ notice, such other terms and conditions as we may adopt from time to time, apply to the supply of goods by us to the Customer to the exclusion of all other terms and conditions of sale or purchase to the extent permitted by law and constitute a Security Agreement pursuant to the PPSA;
(b) no variation to these terms will be of any effect unless agreed to by us in writing;
(c) the goods supplied by us secure the payment of the purchase price of those goods and of any other goods supplied by us with priority to the fullest extent permitted by law over all other registered or unregistered Security Interests;
(d) the Customer will do all the things necessary in our reasonable opinion, including providing all information we require, to register a Financing Statement or Financing Change Statement on the Register as a Security Interest and/or a Purchase Money Security Interest;
(e) the Customer will not change its name or ABN or other details required in respect of registration, or maintenance of registration, of each Security Interest on the Register, without first notifying we in writing;
(f) the Customer waives its right to receive a Verification Statement in respect of any Financing Statement or Financing Change Statement in respect of any Security Interest created pursuant to these terms; and
(g) the Customer must pay our costs of any discharge or necessary amendment of any Registration. We reserve the right to charge an administration fee for registration, or maintenance of registration, of any Security Interest arising under these terms.
If the provisions of Chapter 4 of the PPSA would otherwise apply, to the maximum extent permitted by law, the Customer agrees that Sections 129(3), 132(3)(d), 132(4), 134(1), 135, 142 and 143 of the PPSA will not apply.
To the maximum extent permitted by law, the Customer contracts out of, and waives any rights the Customer may have pursuant to, Sections 95 and 96, and if the provisions of Chapter 4 of the PPSA would otherwise apply, Sections 117, 118, 121(4), 123, 129(2) and 130 of the PPSA
In addition to any other rights under these terms, we may exercise any and all remedies set out in the PPSA including, without limitation, entry into any building or premises owned, occupied or used by the Customer, to search for and seize, dispose of or retain those goods in respect to which we has a Security Interest. In this regard, the Customer acknowledges that Sections 126, 128, and 129(1) of the PPSA relating to seizure of goods and disposal of seized goods apply.
The Customer agrees with us that neither will disclose any confidential information of the kind referred to in Section 275(1) of the PPSA and that this clause 14.8 constitutes a confidentiality agreement within the meaning of Section 275(6)(a) of the PPSA.
The Customer waives any rights the Customer may have under Section 275(7)(c) of the PPSA to authorise disclosure of any confidential information that is protected from disclosure under clause 14.8.
The Customer appoints and authorises we as the Customer’s attorney to sign in the Customer’s name all documents which we reasonably considers necessary to enforce or protect our rights and powers under these terms and to protect, preserve and enforce our rights under the PPSA.
16. Advice and Information
Any advice, recommendation, information, assistance or service given by us in relation to the Works conducted or the Goods sold or manufactured by us or their use or application is given in good faith and is believed to be accurate, appropriate and reliable at the time it is given, but is provided without any warranty of accuracy, appropriateness or reliability and we does not accept any liability or responsibility for any loss suffered from the Customer’s reliance on such advice, recommendation, information, assistance or service.
We do not warrant the accuracy, reliability, or completeness of any description or specification of any Good on the Website. We will not be liable for any loss or damage arising under or in connection with use of or reliance on any content displayed on our site.
17. Default
In the event that the Customer decides to terminate the Contract in relation to Custom Goods Works pursuant to clause 3, the Customer is required to pay for all works completed by us just prior to the Companies termination of the Contract. The Customer may only terminate the contract if we are subject to an Insolvency Event.
If the Customer is in Substantial Breach of these Terms we may provide a written default notice describing the details of the breach with the requirement that it be remedied within 10 business days.
If the breach is not remedied within 10 business days, we may suspend Custom Goods Works or terminate the Custom Goods Works
A substantial breach of these terms by the Customer includes, but is not limited to:
failing to perform or observe any of the terms arising from these Terms, the Quotation or any invoice provided in relation to the Custom Goods; or
being affected by an Insolvency Event.
(“Substantial Breach”)
If we terminate the Custom Goods Works, the Customer must pay as a debt the value of the Works completed prior to that point.
We shall be also entitled to be reimbursed for any loss or damage it may sustain as a result of the default of the Customer, including any loss sustained through the suspension and subsequent resumption of the Works.
Such suspension or termination shall not affect any of our rights accrued against the Customer prior.
18. Personal Guarantee
The Guarantor as defined at clause 1.11 in consideration of we agreeing to conduct the Works at the request of the Customer’s directors agree to jointly and severally personally guarantee the performance of all obligations and payment of all debt incurred by the Customer. This is a continuing and irrevocable guarantee for all monies which are now or may be from time to time owing or remain unpaid by the Customer.
The Guarantor agrees that this Deed does not merge on completion or ending of this Contract by and continues regardless of whether the Customer has been wound up or place in liquidation.
The Guarantor is not discharged by any variation to the Contract, any delay or claim by us enforcing any right pursuant to this Contract against the Customer and any forbearance given to the Customer to perform its obligations.
19. GST
The parties agree that the Price is inclusive of GST and all other Payments have been calculated without regard to GST.
20. Notice, Permits and Fees
The Customer shall give all necessary notices, obtain all necessary permits, pay all necessary fees and comply with all provisions and requirements statutory or otherwise, relating to the Goods or Works.
21. Disputes
Referring the matter to the Australian Dispute Centre, and, failing any agreement, then referring the matter to arbitration, should resolve any dispute in relation to the contract.
22. Indemnity
The Customer shall be solely liable for and shall indemnify and hold harmless we, its officers, employees and agents from and against all liability of any nature whatsoever and howsoever arising in or in connections with the Contract, and howsoever or whomsoever caused except to the extent that such liability is caused by negligence.
23. Governing Law & Jurisdiction
The Customer agrees that these Terms will be construed according to the laws of the state of New South Wales.
