These Terms and Conditions are entered into between Stone & Tile Collective Pty Ltd (ABN [82 696 371 310]) (“we”, “us” or “our”) and the customer identified in the Quote (“you” or “your”) (together, the “Parties” and each a “Party”). These Terms, together with any Quote, Order or invoice (together, the “Terms”), form the entire agreement between the Parties under which we agree to supply the Goods to you.
1. Orders and Acceptance
You may request the supply of Goods by submitting an order via phone, email, online platform or by any other method we approve from time to time. Any such request constitutes an offer by you to purchase the Goods and you are responsible for ensuring that all information provided is accurate and complete. We may, in our absolute discretion, accept or reject any request. If accepted, we may issue a Quote. A Quote may be accepted by signing and returning it, confirming acceptance electronically, instructing us to proceed, or making any payment toward the Price. Upon acceptance, a binding Order is formed and these Terms apply to the exclusion of any other terms, except where expressly agreed in writing.
2. Natural Stone Disclaimer
You acknowledge and agree that natural stone is a naturally occurring material which varies in colour, texture, composition and appearance and may contain natural holes, fissures, veins, markings and tonal variations. Such characteristics are inherent and are not defects. You further acknowledge that the Goods are not sold by reference to sample and that any samples, images or descriptions provided are for illustrative purposes only. We do not warrant that Goods supplied will match samples or previous orders, including where materials are sourced from different batches. Natural stone is porous and susceptible to staining, etching, weathering and deterioration over time depending on environmental conditions, installation and maintenance.
3. Variations
Any request to vary an Order must be submitted in writing specifying the details of the requested change. We are not obliged to accept any variation request. If a variation is accepted, we may adjust the Price, delivery schedule and specifications of the Goods accordingly. We are not required to act on any instruction that constitutes a variation unless it has been formally accepted by us.
4. Price and Payment
You agree to pay the Price for the Goods in accordance with the Quote and any invoice issued by us. All prices are in Australian dollars and are exclusive of GST, delivery costs, duties, taxes and other charges unless otherwise stated. Any required deposit must be paid within the timeframe specified and prior to us placing orders with suppliers. You must pay all invoices in accordance with their terms without deduction or set-off. If payment is not made when due, we may suspend supply and charge interest on overdue amounts at a rate equal to the Reserve Bank of Australia cash rate plus 2% per annum, calculated daily and compounding monthly.
5. Personal Property Securities Act (PPSA)
Until full payment of the Price has been received, title in the Goods remains with us and you grant us a security interest in the Goods and their proceeds under the Personal Property Securities Act 2009 (“PPSA”). You acknowledge that this security interest constitutes a purchase money security interest (PMSI) as defined in the PPSA. We may register this security interest on the Personal Property Securities Register and you agree to do all things necessary to ensure that our security interest is enforceable, perfected and has priority. To the maximum extent permitted by law, sections 115(1), 132(4) and 135 of the PPSA are excluded, and pursuant to section 115(7), sections 129(2) and (3), 134(2) and 135 are excluded.
6. Installation and Maintenance
You acknowledge that you are solely responsible for determining the suitability of the Goods for your intended purpose. We recommend that the Goods be professionally installed. You must inspect all Goods prior to installation and verify quantities and measurements. To the maximum extent permitted by law, we are not liable for any Goods once installed. Any advice provided by us regarding installation or maintenance is general in nature only and does not constitute professional advice. We are not liable for deterioration, discolouration or damage arising from installation, use or maintenance.
7. Delivery
Delivery arrangements will be agreed between the Parties. Where we deliver the Goods, delivery is deemed to occur when the Goods are delivered to the nominated site, typically at kerbside unless otherwise agreed. You are responsible for ensuring safe and suitable access and for relocation of the Goods. Any delivery dates provided are estimates only and we are not liable for delays except where caused by our gross negligence, wilful misconduct or unlawful conduct. Risk in the Goods passes to you upon delivery.
8. Title and Risk
Title in the Goods does not pass to you until full payment has been received. Risk passes to you upon delivery or collection of the Goods.
9. Defects
You must inspect the Goods within 7 days of delivery and notify us in writing of any defect, shortage or damage. You must allow us to inspect the Goods where a claim is made. Where Goods are confirmed defective, we may, at our discretion, replace the Goods or provide an equivalent remedy. To the maximum extent permitted by law, we are not liable for defects arising from improper installation, misuse, failure to follow instructions, continued use after a defect becomes apparent, fair wear and tear or external causes.
10. Returns
We will only accept returns where approved in writing. Approved returns must be made within the specified timeframe and Goods must be returned in original condition. We may charge a handling or restocking fee of up to 20% of the Price.
11. Cancellation
Orders may be cancelled by written notice. You must pay all costs incurred by us prior to cancellation. We may cancel an Order prior to delivery and will refund any payments made, except where costs have been incurred.
12. Liability, Indemnity and Exclusions
To the maximum extent permitted by law, neither Party is liable for any consequential loss, including loss of profit, revenue, opportunity or goodwill. Our liability under the Australian Consumer Law contained within the Competition and Consumer Act 2010 is limited, at our discretion, to replacement of the Goods or the cost of supplying equivalent Goods. Our total liability arising from or in connection with these Terms is limited to the Price paid for the Goods. You indemnify us against any loss, damage or liability arising from your breach of these Terms, misuse of the Goods or failure to properly install or maintain the Goods.
13. Warranties
Each Party represents and warrants that it has full power and authority to enter into these Terms and that these Terms constitute a binding legal agreement. You warrant that you will comply with all applicable laws, provide accurate information, maintain appropriate insurance and ensure that any site is safe and suitable.
14. Intellectual Property
All intellectual property rights remain the property of the respective owner. Nothing in these Terms transfers any ownership rights.
15. Confidentiality
Each Party must keep confidential all information of a confidential nature obtained in connection with these Terms and must not disclose such information except where required by law or with consent.
16. Force Majeure
We are not liable for any delay or failure to perform our obligations where such delay is caused by events beyond our reasonable control, including but not limited to acts of God, fire, strike, illness, transport disruption or supply shortages. Delivery timelines will be extended accordingly.
17. Dispute Resolution
The Parties must first attempt to resolve any dispute in good faith. If unresolved, the dispute may be referred to mediation. Nothing prevents either Party from seeking urgent relief from a court.
18. Governing Law
These Terms are governed by the laws of South Australia and the Parties submit to the exclusive jurisdiction of its courts.
19. Insolvency (Corporations Act)
For the purposes of these Terms, an insolvency event includes any event described under the Corporations Act 2001, including where a party becomes externally administered, enters liquidation, has a controller appointed, fails to comply with a statutory demand or commits an act of bankruptcy, and in such circumstances we may terminate the Agreement immediately.
20. General
These Terms may only be amended in writing. If any provision is invalid or unenforceable, it will be severed and the remaining provisions will remain in force. The rights and obligations of the Parties survive termination where necessary to give effect to these Terms.