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Terms & Conditions
To the fullest extent legally permissible all dealings between the Customer and Merchwise Pty Ltd (ABN: 28 697 080 265) (and/or any related and/or associated companies, trusts and/or other entities and/or any successors and/or assigns) whether trading as Merchwise Pty Ltd and/or otherwise relating to any goods and/or services [the ‘goods and/or the services’] are subject to the following terms and
conditions [‘these Terms’] unless otherwise expressly agreed in writing.
1. BUSINESS DETAILS: Our office hours are: Monday through Friday, 9 AM to 5:00
PM AEST. We are closed all state and national public holidays. Sales and order enquiries phone: 07 5605 4889.
Email:sales@merchwise.com.au
2. PAYMENT: Non Account Holders
Payment Terms are On Invoice in Full as all goods are perishable once decorated Payment must be made prior to production
and upon approval of the Formal quote / Order Form. Credit accounts may be applied after 5 production orders (sample orders are not included). All credit account applications will be subject to our approval. Account Holders Strictly Net 30 days from invoice date, if credit status granted. Overdue Accounts :Accounts exceeding 15 days past due date will have credit suspended and will be notified accordingly. New Orders will not be processed until outstanding amounts are received. Accounts exceeding 30 days past due date will result in account being passed onto our debt collection agency. All legal, recovery and collection fees will be incurred by and invoiced to the account holder. Exceptions We reserve the right to request a deposit up to 60% of total order value on orders over $10,000, and on all indent (off shore) orders. If applicable, this will be specified on quotation of product. Interest: may be payable on all overdue accounts at the rate of 3% per month and such interest in recoverable as a liquidated debt.
3. PAYMENT OPTIONS: Shall be made by electronic funds transfer or credit card (MasterCard & visa only), and within the credit period stipulated on each invoice or statement. b) The Customer agrees to pay a 3% surcharge on all credit card payments accepted by Merchwise Pty Ltd. Credit Cards We accept MasterCard and Visa Card payments attract a 3% fee to offset Merchant Service fees and administration. This fee will be automatically applied to the invoice total once payment authorisation has been received. An amended invoice will be forwarded foryour records. Please note that a receipt is available upon request. ElectronicmPayments can be made via direct deposit. Please remit to: Account Name: Merchwise PTY LTD, BSB: 084 034, Account No: 288616030. Please email remittance advice to sales@merchwise.com.au.
4. PROPERTY: a) Property in goods shall not pass until Merchwise Pty Ltd receive payment in full of all monies owed by Customer. b) Merchwise Pty Ltd reserves the right to take possession and dispose of goods as it sees fit at any time until full payment is made. The Customer grants permission to Merchwise Pty Ltd to enter any property where any goods are stored as necessary. c) Immediately on delivery the Customer accepts liability for the safe custody of goods and indemnifies.Merchwise Pty Ltd for any related losses. d) Until payment in full the Customer agrees: (i) to keep all goods unpaid for as fiduciary for Merchwise Pty Ltd and to store all goods in a manner which shows Merchwise Pty Ltd as owner; (ii) to only sellgoods in the usual course of its business on the basis that all proceeds are held in
trust for Merchwise Pty Ltd; and (iii) that sale on terms, for less than cost or to an related entity of the Customer shall not be “in the usua
l course”. f) Without derogating from any rights of Merchwise Pty Ltd as a creditor of the Customer or any rights of Merchwise Pty Ltd under these Terms, if goods are used in any construction, fabrication, manufacturing and/or other process [“the Process”] which results in an entitlement of the Customer to receive money from any other person the Customer agrees to hold such part of any monies received by the Customer (or the corresponding book debt owed to the Customer in respect of the entitlement to receive those monies) as is equivalent to the value of any goods used in the Process as invoiced to the Customer by Merchwise Pty Ltd UPON TRUST for Merchwise Pty Ltd until payment in full for those goods and all monies owed to Merchwise Pty Ltd.g) Nothing in this clause is intended to create a charge and this clause shall be read down to the extent necessary to avoid creating any charge. h) The Customer agrees that a certificate purporting be signed by an officer of Merchwise Pty Ltd identifying goods as “unpaid for” shall be conclusive evidence of each fact stated there in.
5. SAMPLES: All sample orders are to be paid “prior to dispatch”. Credit account holders may request the invoice be applied to their credit account, in accordance with their approved trading terms (refer to Payment Terms). SALES UNDER $5,000 Companies with purchases totalling less than $5000 for the last 12 months, all Samples and Freight charges will be invoiced accordingly as incurred. Samples will
be invoiced at our lowest unit quantity rate plus 10% GST and freight charges. Companies with purchases totalling more than $15,000 for the last 12 months, samples to the value of $20.00 per order will be supplied free of charge. Samples will be invoiced at our lowest unit quantity rate plus 10% GST and freight charges. SAMPLE FREIGHT CHARGES. Please nominate your preferred freight option when
submitting your order. If a freight method isn’t nominated, samples will be sent via road freight service & charged accordingly.
6. LIMITATION OF LIABIL(ITY: a) The Customer agrees to limit any claim in respect of goods or services to, at the election of Merchwise Pty Ltd, replacement or repair of goods, or the cost of replacement or repair of goods or supply of equivalent goods or resupply of the services
. b) Merchwise Pty Ltd shall not be liable for: (i) any claim, loss or expense arising which is made after 7 days from the date of delivery of goods and/or services (or at all once goods have been unpacked, or otherwise used, applied, installed or disposed (of) after which there shall be deemed to have been unqualified acceptance; (ii) any loss and/or damage in respect of any property and/or premises; (iii) any consequential loss, and/or special or punitive damages through any fault of Merchwise Pty Ltd or o therwise; (iv) any claim in any way caused or contributed to by the customer and/or any third party. c) These Terms shall prevail to the extent of any inconsistency with any other agreement, representation and/or warranty.
7. ALTERATIONS, CANCELLATIONS & RETURNS: The Customer agrees: a) all purchase orders, signed artwork proofs and approved order confirmation forms are considered final and are non cancellable once received via email or mail. b) once confirmed, an order cannot be cancelled unless agreed to in writing by Merchwise Pty Ltd. The customer will be responsible for all material and labour charges incurred
prior to cancellation and will be invoiced accordingly. c) orders for custom made,overseas and/or indent products cannot be cancelled once production commences, under any circumstances including but not limited to delays caused by external effects i.e. shipping, customs, acts of God, delays or strikes. d) Merchwise Pty Ltd does not offer any warranties unless stated in writing to the Customer & will onlyoffer discounts, refunds or replacements at their discretion. e) Not to return goods without Merchwise’s prior written approval, not to return not in brand new and unused condition with undamaged packaging, not to return goods if 14 days or more have passed since dispatch. f) not to return any goods which have been custom made, custom processed or custom acquired without Merchwise’s approval. g) That Merchwise Pty Ltd does not give cash refunds.
8. QUOTATIONS: The Customer agrees that: a) quotatio ns will only be honoured if provided in writing. b) Merchwise Pty Ltd shall not be bound by any quotation if an order is not placed within 7 days from the date of quotation. c) Merchwise Pty Ltd\ may prior to receipt of any order amend any quotation and not ify the Customer accordingly without ramification. d) Merchwise Pty Ltd shall not be bound by any quotation if it forms the view that the of the quotation is to form part of a larger transaction or series of transactions with the Customer and if Merchwise Pty Ltd also forms the view that those circumstances have substantially and/or materially changed. e) the Customer shall pay any additional charges Merchwise Pty Ltd levies for holding any goods referred to in any quotation pending placement of an order.
PLACEMENT OF ORDERS: The Customer agrees that: a) all orders must be provided in writing via email or mail with the provision an official company purchase order. (b) any changes or additions to purchase orders must be done so in writing. Merchwise Pty Ltd does not accept verbal purchase orders or instructions. c) if any dispute arises concerning any order (including any question of identity or authority or any telephone, facsimile or computer generated order) the internal records of Merchwise Pty Ltd shal l be conclusive evidence of what was ordered. d) each order shall be and be deemed to be a representation by the Customer made at the time that it is solvent and able to pay all of its debts as and when they fall due. e) when placing any order the Customer shall inform Merchwise Pty Ltd of any facts which might reasonably affect acceptance of the order by Merchwise Pty Ltd and/or any grant of credit and any failure to do so by or on behalf of the Customer shall be deemed to create an inequality of bargaining position, shall be deemed to constitute the taking of an unfair advantage of Merchwise Pty Ltd and shall be deemed to be unconscionable, misleading and deceptive.
9. STOCK RESERVATIONS: In order to hold stock, we must have your official purchase order in writing. Stock will be held for no longer than 48 hours or as agreed in writing without follow up from client. After 48 hours stock may be released for other orders.
10. LEAD TIMES, SUPPLY & DELIVERY: a) Merchwise Pty Ltd may supply by instalments and/or withhold or cancel supply without liability where: (i) Merchwise Pty Ltd has insufficient goods to fulfil orders; (ii) goods are not available to supply; (iii) the Customer is in breach of these Terms; (iv) Merchwise Pty Ltd has safety concerns; and/or (v) Merchwise Pty Ltd otherwise considers it appropriate. b) The Customer agrees that: (i) Merchwise Pty Ltd may elect at its discretion to arrange delivery without any liability and at the Customer’s cost and responsibility in all things; (ii) the Customer shall be deemed to have accepted delivery and liability for goods on being notified by Merchwise Pty Ltd that goods are ready for collection and/or on goods being delivered to a carrier or to the Customer’s business premises
or nominated site whether attended or not; (iii) a certificate purporting to be signed by an officer of Merchwise Pty Ltd confirming delivery shall be conclusive evidence of delivery as shall any signed delivery docket; and (iv) Merchwise Pty Ltd shall not be liable for delay, failure or inability to delivery any goods. c)
The Customer agrees that: (i) Lead times may be specified, however, in the event of goods being out of stock or your required delivery date not being achievable, Merchwise Pty Ltd will make contact to advise best delivery date; (ii)A RUSH or AIR service may be available on certain items, however additional charges may apply. Please check with Merchwise Pty Ltd to confirm; (iii) If your order form does not have a specified ‘required by’ date, your order will be processed under standard factory production times as listed for each product. Factory production time begins after you have approved an artwork proof and we have received your prepayment and signed confirmation if this is required; (iv) Merchwise Pty Ltd does not guarantee supply of goods and reserves the right to decline delivery at our sole discretion; (v) Where Merchwise Pty Ltd can assure a dispatch date we cannot be held responsible for any shipping or freight delays and therefore “delivery date” can be estimated & is not guaranteed (vi) If goods are not delivered by your ‘delivery date’ the customer will still be responsible for payment of the goods; (vii) Merchwise Pty Ltd will not be held responsible for any unforeseen delays including third party or transit delays. Third parties may include but are not limited to, separate factories or suppliers involved in the supply and production process. Transit delays may include but are not limited to customs clearance delays and courier delays.
11. SHIPPING INSTRUCTIONS:Goods will be delivered to your specified delivery address as outlined on your approved order confirmation, quote, purchase order. We do not send invoices with orders. Invoices will be sent to your original business address via email and via post. I f payment is due prior to dispatch, we will email a copy of your invoice for immediate payment at least 35 working days prior to dispatch, to ensure you allow enough time to process the payment prior to dispatch / delivery of goods. Please also ensure all shipping instructions are clearly listed on your purchase order. If split shipments are required, additional handling charges will apply. Please check with Merchwise Pty Ltd prior to confirming your order. Please always check delivery addresses on your or der confirmation sheet carefully. We may
be unable to change delivery addresses once your order has shipped. Merchwise Pty Ltd will not be held liable if incorrect addresses are approved order confirmation and if redelivery or redirection services are required, all additional charges will be the responsibility of the customer.
12. FREIGHT CHARGES: Where no freight company is specified on your order, we will ship by our Carriers (fastest and most economical means) and add freight costs to invoices. If freight quotations are required prior to ordering please contact our office. Goods requiring repacking and logistic work will be charged at an hourly rate. We will quote as requested. Goods going to multiple locations will be charged a
handling charge plus 10% GST per location.
13. INSURANCE: Insurance on goods in transit is at your risk. Please ensure you have goods in transit coverage.
14. DELIVERIES TO THIRD PARTIES: Where it is requested we deliver your order to another party then it is your responsibility to check personally that the delivery is correct as ordered. We will not accept responsibility for goods lost by the third parties. Additionally, if we deliver incorrect undecorated product to you or a third party and the incorrect goods are decorated or used under your direction, then
UNDER NO CIRCUMSTANCE WILL WE ACCEPT RESPONSIBILITY FOR THE GOODS OR ACCEPT A RETURN FOR CREDIT. Merchwise Pty Ltd shall not be liable for delay, failure or inability to deliver any goods.
15. PRICING POLICY: a) In the absence of a binding quotation or online pricing, all sales are made at the price nominated by Merchwise Pty Ltd at the time of ordering. (c) All government imposts (including any GST or equivalent) will be additional and charged to the Customer’s d) Prices displayed on our website, or quoted in writing, exclude government imposts (including any GST or equivalent) and/or any fees,
and/or fines and/or charges levied by any third party unless Merchwise Pty Ltd otherwise agrees. e) “GST” has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999. f) Freight charges will be additional and charged to the Customer unless stated otherwise. g) Prices for quantities above the maximu m price breaks listed are quoted upon request. Please allow approximately 24
48 hrs for these custom quotations. h) Prices for ‘between’ quantity breaks listed will be based on the quantity price base before. This only applies to quantities breaks that are above the lowest minimum order quantity price break for the product.
Orders for quantities that fall between the standard price breaks are always subject to our approval, as some products cannot be ordered in any other quantity points than those listed. (i) Less than minimum surcharges will apply on all below minimum orders. Orders will not be accepted if less than half of minimum order quantity. All below minimum orders are subject to Merchwise’s acceptance and stock availability. Minimum Order Quantities for each product do differ from product to product, and are also subject to variation, so please always check with Merchwise Pty Ltd for the most up to date charges prior to ordering. INDENT PRODUCTS Orders will not be accepted for if less than half of m inimum order quantity. All transactions areprocessed in Australian dollars.
16. SET UP CHARGES: Merchwise Pty Ltd only holds design set up on file for two years from order completion. After such time, a new set
up charge will apply per colour/position and new artwork will also need to be supplied. We will advise if this is required after receipt of order. Setup Charges and Repeat Setup Charges for eachn product will be quoted in writing, these charges do differ from product to product, and
are also subject to variation, so please always check with Merchwise Pty Ltd for the most up to date charges prior to ordering.
17. ARTWORK & ORDER APPROVALS: Upon receipt of order (or prior in some instances), our art department will prepare an artwork proof / approval and formal quotation / confirmation form for your approval (This may be in the form of a email correspondence, or verbal in rare cases). These forms should be returned via email or mail by the expiration date specified in order to secure the dispatch / delivery times stated. Failure to approve within the time frame specified may result in an increased delivery time for your order. Any changes to product or artwork once the original artwork proofs have been sent, may result in an extended lead time /
dispatch / delivery date; we will do our best to achieve the original delivery date to: (i) check all goods for compliance with all relevant applicable laws, standards and/or guidelines before use, application, installation or disposal; (ii) comply with all applicable laws, standards, and/or guidelines, and with all recommendations and/or directions made and/or given by Merchwise Pty Ltd and/or by any manufacturer; and (iii) act in accordance with good practice at all times.
32. INDEMNITY: The Customer fully indemnifies Merchwise Pty Ltd against any claim or loss arising from or related in any way to any dealing between Merchwise Pty Ltd and the Customer and/or arising under these Terms.
33. INTELLECTUAL PROPERTY: The Customer agrees that all intellectual property used in the creation or supply of any goods and/or services shall be and remain the property of Merchwise Pty Ltd notwithstanding any contribution by the Customer. 33.
OTHER TERMS & CONDITIONS: No terms and conditions sought to be imposed by the Customer upon Merchwise Pty Ltd shall apply.
34. RECONDITIONED GOODS: Merchwise Pty Ltd shall not be liable for any reconditioning and/or repair of products made and/or supplied by the Customer and/or by any third party.
35. CUSTOMER RESTRUCTURE: The Customer shall notify Merchwise Pty Ltd in writing of any change in its structure or management including any change in director, shareholder or management and/or any change in partnership or trusteeship within 7 days of any such change. Until such notice is received, the Customer guarantees the performance of all obligations passing to any third party and fully indemnifies Merchwise Pty Ltd against all loss (including legal costs on an indemnity basis).
36. JURISDICTION: The Customer agrees that all dealings with Merchwise Pty Ltd shall be governed by the laws of Queensland and the Customer agrees to submit to the jurisdiction of the appropriate Court nominated by Merchwise Pty Ltd in Queensland.
37. CREDIT LIMIT: Any credit facility or credit limit is an indication only of th intention at the time. Merchwise Pty Ltd may vary or withdraw credit at any time at its discretion and without any liability to the Customer or any other party.
38. WAIVER: An election by Merchwise Pty Ltd not to exercise any of its rights arising as a result of any breach of these Terms shall not constitute a waiver of any rights of Merchwise Pty Ltd relating to any subsequent or other breach.
39. NOTICE OF CHANGE OF TERMS: The Customer agrees that it shall be deemed to have notice of and shall be bound by any change to these Terms immediately any change is adopted by Merchwise Pty Ltd and the changed Terms are displayed on Merchwise’s website at www.merchwise.com.au or included in any price list, quotation or other document given to the Customer and whether or not the Customer has actual notice and notwithstanding any other purported or pre existing terms and conditions which might otherwise have applied.
40. SECURITY FOR PAYMENT: The Customer hereby grants to Merchwise Pty Ltd a general lien over all property of the Customer until payment in full of all monies mowing to Merchwise Pty Ltd.
41. FORCE MAJEURE: Merchwise Pty Ltd shall not be in default or in breach of any contract with the Customer as a result of Force Majeure including any strike or lock out. Merchwise Pty Ltd shall not be liable for any losses or damages, and shall be excused from any delay or failure in performance hereunder, caused by any labour dispute or disturbances, governmental order or requirements, acts of God, casualty,
disaster, inability to secure materials and transportation facilities, wars and other civil disturbances, and other circumstances beyond its control including the failure of its supplier(s) and/or subcontractors to perform.
Where a party is unable, wholly or in part, by reason of an act of God, strike, lockout or other interference with work, war, declared or undeclared, act of terrorism, blockade, disturbance , lightng, fire, earthquake, storm, flood, explosion, government or quasigovernmental restraint, expropriation prohibition intervention direct or embargo, unavailability or delay in availability of equipment or transport, inability or delay in authorities or allocations, and any other cause whether of the kind specifically enumerated above or otherwise which is not reasonably within the control of the party affect (“force majeure”), to carry out any obligation under this agreement and that party: a) gives the other party prompt notice of that force majeure with reasonably full particulars thereof and insofar as known, the probable extent to which it will be unable to perform or be delayed in performing that obligation; b) uses all possible diligence to remove that force majeure as quickly as possible. An obligation to pay money is never excused
Where a party is unable, wholly or in part, by reason of an act of God, strike, lockout or other interference with work, war, declared or undeclared, act of terrorism, blockade, disturbance , lightng, fire, earthquake, storm, flood, explosion, government or quasigovernmental restraint, expropriation prohibition intervention direct or embargo, unavailability or delay in availability of equipment or transport, inability or delay in authorities or allocations, and any other cause whether of the kind specifically enumerated above or otherwise which is not reasonably within the control of the party affect (“force majeure”), to carry out any obligation under this agreement and that party: a) gives the other party prompt notice of that force majeure with reasonably full particulars thereof and insofar as known, the probable extent to which it will be unable to perform or be delayed in performing that obligation; b) uses all possible diligence to remove that force majeure as quickly as possible. An obligation to pay money is never excused
by force majeure; and the requirement that any force majeure shall be removed with all possible diligence shall not require the settlement of strikes, lockouts or other labour disputes, or claims or demands by any government on terms contrary to the wishes of the party affected.
42. INSOLVENCY: a) If the Customer commits or is involved in any act of insolvency the Customer shall be deemed to be in default under these Terms. b) An act of insolvency is deemed to include the appointment of any insolvency practitioner and the calling of any formal meeting of creditors.
43. PALLETS & STANDS: The Customer agrees on request to return all pallets, stands, reusable packaging and/or display equipment [“Equipment”] provided by Merchwise Pty Ltd and to indemnify Merchwise Pty Ltd for the full replacement cost of any Equipment not returned.
44. SEVERABILITY: Any part of these Terms being the whole or part of any clause(s) shall be capable of severance without affecting any other part of these Terms. Upon receipt of order (or prior in some instances), our art department will prepare an artwork proof / approval and formal quotation / confirmation form for your approval (This may be in the form of an email correspondence or verbal in rare cases). These forms should be returned via email or mail by the expiration date specified on order to secure the dispatch / delivery times stated. Failure to approve within the time frame specified may result in an increased delivery time for your order. Any changes to product or artwork once the original artwork proofs have been sent, may result in an extended lead time / dispatch / delivery date; we will do our best to achieve the original delivery date although will not be held accountable for any such delays that occur.