- These Sales Terms and Conditions (“Agreement”) are between Orno Interiors Pty Ltd (ABN 79 601 536 010), its successors and assignees (referred to as “we”, “our” and “us”) and you, the person, organisation or entity that purchases the Goods from us (referred to as “you” and “your”), each a “Party” and collectively the “Parties”. This Agreement applies to the sale of all Goods by us to you, and are available at https://www.ornointeriors.com.au/pages/terms-conditions (“Website”).
- You accept this Agreement by making a purchase from us. You agree that this Agreement and any document referred to in it forms the entire agreement under which we will supply Goods to you. Please read this Agreement carefully and contact us if you have any questions. Your purchase from us indicates that you have had sufficient opportunity to access this Agreement and contact us, that you have read, accepted and will comply with this Agreement, and that you are 18 years or older, or have the consent of a legal guardian who is 18 years or older. You must not order Goods from us if you are under 18 years of age or do not have the consent of a legal guardian who is 18 years or older. If you do not agree to this Agreement, you should not purchase from us.
- We will not commence supplying the Goods to you until you have paid the Fees in accordance with this Agreement.
GOODS & ORDERS
- You may place an order for Goods from us as set out on our Website (Order). We may at our discretion accept or reject an Order depending on factors including availability of Goods and our ability to validate payment for the Goods.
- We are not responsible for any delays or interruptions to the Website during your placement of an Order or any related use of the Website. While we will use commercially reasonable efforts to minimise delays or interruptions, we cannot warrant that the Website will be available at all times or at any given time.
- It is your responsibility to check the Order details, including the description of the Goods and the Fee applicable, before you complete your Order on our Website.
- On placing an Order, and once your payment has been validated, we will provide you with an Order confirmation, which may include an Order number, the Party responsible for the Pick-Up or Delivery of the Goods and the Delivery Costs, the relevant Pick-Up Address or Delivery Address (as applicable), a description of the Goods that were Ordered, and the Fee payable by you for the Goods (Order Confirmation).
- A binding agreement comes into existence between the Parties once we have given you an Order Confirmation. No changes to this Agreement will be effective unless we both agree to the changes in writing, or as otherwise permitted under this Agreement.
- You can cancel your Order at any time prior to placing your Order and paying the Fee, or as otherwise permitted under this Agreement.
- We will use our best endeavours to provide you with the Goods in accordance with this Agreement and your Order.
- STOCK AVAILABILITY
You acknowledge and agree that:
- whilst we make every effort to ensure availability of our Goods, our stock levels are subject to availability, including from third party suppliers;
- in the event that any Goods that you have purchased are out of stock or significantly delayed, we will contact you with details of alternative Goods available, along with an updated estimated Delivery Date & Time, Pick Up Date & Time or lead time (Alternative Goods); and
- you will have the option as to whether to purchase the Alternative Goods, or to cancel your original Order and/or receive a refund, or (if possible) place your Goods on back-order.
- The Party set out in the Order Confirmation will be responsible for the Delivery Costs.
- Where the Order Confirmation stipulates that we are responsible for the Delivery of the Goods, you acknowledge and agree that:
- we will use our best endeavours to Deliver the Goods to the Delivery Address by the Delivery Date & Time; and
- we may Deliver the Goods through a third-party courier service and, to the maximum extent permitted by law, we exclude all responsibility and liability for any delay in Delivery or damage to the Goods caused in transit, however, we will use our best endeavours to assist you in resolving the delay or damage with the third-party courier service.
- Where the Order Confirmation stipulates that you are responsible for Pick-Up of the Goods, we will notify you of when the Goods are ready for Pick-Up, and you will be responsible for arranging the Pick-Up of the Goods from the Pick-Up Address on or before the Pick-Up Date & Time.
- You must make any cancellations or changes to the Delivery Date & Time or the Pick-Up Date & Time within 48 hours before the agreed time, otherwise, a cancellation or re-delivery fee may apply.
- If we are unable to Deliver the Goods to you due to you not being at the Delivery Address, or for other reasons outside of our reasonable control, a re-delivery fee may apply.
- If your Order contains multiple Goods, you acknowledge and agree that individual Goods may be delivered on different days.
- When Goods become available and either cannot be Delivered by the Delivery Date & Time, or cannot be Picked-Up by the Pick-Up Date & Time, as a result of delays caused or contributed to by you, we will store the Goods for a limited period of 30 days, following which, a storage fee may apply.
- To the maximum extent permitted by law, we exclude all responsibility and liability arising from, or connected with, the storage of any uncollected or undelivered Goods under this clause 5, including any Liability or Claim arising from, or connected with, any loss, damage or theft to those stored Goods.
- We reserve our statutory rights to dispose of any uncollected Goods pursuant to the Disposal of Uncollected Goods Act 1970 (WA), including to sell uncollected Goods and to apply any amounts recovered to the payment of any amounts due and payable by you under this Agreement.
TITLE AND RISK
- Title in the Goods will remain with us until you have paid us the Fee in full in accordance with this Agreement.
- Risk in the Goods will pass to you on Delivery of the Goods to the Delivery Address, or Pick-Up of the Goods from the Pick-Up Address, in accordance with this Agreement.
- LEAD TIMES
You acknowledge and agrees that:
- the Delivery Date & Time, Pick Up Date & Time and any other lead times in relation to the Goods are estimates only and are subject to change depending on the type of Goods Ordered by you;
- custom made Orders require longer lead times, which will be discussed and agreed upon at the time/closely after you place an Order with us; and
- while we will use our best endeavours to supply or make available the Goods to you by the estimated Delivery Date & Time, Pick Up Date & Time or any lead time, we are under no obligation to do so, and any failure on our part to do so will not constitute a breach of this Agreement.
- Order cancellations must be received by us in writing to email@example.com within 7 days of placing the relevant Order with us.
- If you cancel an Order for any Goods after acceptance of this Agreement, but before the Goods have been paid for in full and supplied to you, we may, in our absolute discretion:
- retain the Fee in full;
- offer you a choice of a refund or store credit, which will be valid for a 3 month period; and/or
- charge you a restocking fee of 20% of the Fee relevant to the Good (where applicable).
- You acknowledge and agree that any changes to or cancellation of custom made Orders cannot be accepted after the Fee has been paid by you and production of the relevant Goods has begun.
- You acknowledge and agree that the retention of the Fee and payment of the restocking fee under this clause 9 is reasonable, and represents a genuine pre-estimate of the loss, cost, damage or expense that we will suffer or incur as a result of your cancellation of your Order after acceptance of this Agreement.
- ACL: Certain legislation including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010(Cth) and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of goods by us to you which cannot be excluded, restricted or modified (Statutory Rights). Nothing in this Agreement excludes your Statutory Rights as a consumer under the ACL. You agree that our liability for Goods provided under the ACL is governed solely by the ACL and this Agreement.
- Notice Period: You must contact us immediately, but in any event, within 24 hours of Delivery of the Goods, to notify us of any fault, defect, loss, damage, omission or misdescription in the Goods, or where the Goods do not comply with this Agreement or your Order (Defect), along with a photo and description of the relevant Defect, to firstname.lastname@example.org. Where Goods are Defective, we will offer to repair or replace the Goods, or if we are unable to repair or replace the Goods, offer you a choice of a store credit or refund.
- Exclusion: To the maximum extent permitted by law, you acknowledge and agree that:
- failure to notify us in accordance with clause 2 will bar you from making any Claim against us in relation to, and bar you from any entitlement to a repair, replacement or refund of, the relevant Goods;
- we accept no responsibility or liability for, and we will be under no obligation to repair, replace or refund, any Goods that are lost or damaged by you (accidentally or otherwise) or due to fair wear and tear following Delivery; and
- we accept no responsibility or liability, and we will be under no obligation to repair, replace or refund any Goods, due to your change of mind or preference, or where you no longer require or have a need for the Goods.
- Returning Goods: Goods must be returned to us in the same condition they were received, in original packaging where possible. All parts and accessories must be returned with the relevant Good. If shipping a return, you are responsible for repacking the item for safe delivery. Returns may not be accepted if they arrive with further damage.
- Refunds: Refunds will be paid to you via electronic funds transfer to your nominated account, or using any other method in our absolute discretion. Credit card refunds may incur a merchant fee of 1% of the transaction total.
PRICE, INVOICING AND PAYMENT
- You agree to pay us the Fee as set out on our Website, and in accordance with this Agreement. You acknowledge and agree that the Fee (if applicable) is non-refundable. All amounts are stated in Australian dollars and are exclusive of GST, unless expressly stated otherwise.
- If an amount payable by you to us under this Agreement is unpaid after the date for payment set out in this Agreement, we may cease to provide the Goods to you until we receive payment.
- Some of our payments are operated through an online and automated billing system (Online Payments). Where your payments are made via Online Payment:
- you agree to ensure sufficient funds are available in your nominated account to meet any account withdrawals made by us on their scheduled dates;
- if payment is defaulted or not received, you authorise us to debit any outstanding funds from your nominated account without need for notification at a future date.
- Where another agent or enterprise is debiting funds pursuant to an arrangement entered into with us, you also affirm the same rights and undertakings explained in these Terms to them.
- We may charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 8% per annum, calculated daily and compounding monthly, on any amounts unpaid after the payment date set out in this Agreement.
- If invoices are unpaid after the payment date, we have the right to engage debt collection services for the collection of unpaid and undisputed debts, and the right to commence legal proceedings for any outstanding amounts owed to us.
- We reserve the right to report bad debts to independent credit data agencies.
- If our Website states that the Fee is an estimate only, you acknowledge that the final Fee may be more or less than the estimated amounts. We will endeavour to inform you of any material variation in the Fee as it becomes apparent.
- GIFT CARDS
You acknowledge and agree that:
- “Orno Interiors” gift vouchers are valid for six months from the date of issue;
- any possible refunds associated with Goods paid for with a voucher will not be issued in cash or cash equivalent; rather a new “Orno Interiors” gift voucher will be issued; and
- gift vouchers will remain your sole responsibility; we will not re-issue or replace lost or stolen gift vouchers, and we exclude all responsibility and liability arising from, or connected with, any lost or stolen gift vouchers.
YOUR OBLIGATIONS AND WARRANTIES
- You warrant and agree that:
- there are no legal restrictions preventing you from agreeing to this Agreement;
- you will cooperate with us, and provide us with all information that is reasonably necessary to enable us to perform the Goods, in a timely manner;
- the information you provide to us is true, correct and complete;
- you will not infringe any third party rights in working with us and receiving the Goods;
- you will inform us if you have reasonable concerns relating to our provision of Goods under this Agreement, with the aim that the Parties will use all reasonable efforts to resolve your concerns;
- you will not on-sell, re-supply, re-distribute or otherwise provide the Goods that we have provided to you to any third party (whether for commercial profit or gain or otherwise) without our prior written consent;
- if applicable, you hold a valid ABN which has been advised to us;
- if applicable, you are registered for GST purposes;
- you will not employ, canvass, solicit, entice, induce or attempt to employ our employees or contractors; and
- you will not disclose our Confidential Information to any third party.
OUR INTELLECTUAL PROPERTY AND MORAL RIGHTS
- The work, materials and services that we provide to you in supplying the Goods contains material which is owned by or licensed to us and is protected by Australian and international laws (Materials). We own the copyright which subsists in all creative and literary works incorporated into our Materials.
- You agree that, as between you and us, we own all Intellectual Property rights in our Materials, and that nothing in this Agreement constitutes a transfer of any Intellectual Property ownership rights in our Materials.
- Your use of our Materials does not grant you a licence, or act as a right of use, to any of the Intellectual Property in the Materials, whether registered or unregistered, except as stated in this Agreement or with our written permission.
- You must not breach our copyright or Intellectual Property rights by, including but not limited to:
- altering or modifying any of the Materials;
- creating derivative works from the Materials;
- providing or disclosing the Materials to, or allowing our Materials to be used by, any third party; or
- using our Materials for purposes other than as expressly stated in this Agreement.
- We grant you a non-perpetual, non-exclusive, revocable, worldwide and non-transferable right and licence to use the Materials for the purposes expressly stated in this Agreement.
FEEDBACK AND DISPUTE RESOLUTION
- Your feedback is important to us. We seek to resolve your concerns quickly and effectively. If you have any feedback or questions about the Goods, please contact us.
- If there is a dispute between the Parties in relation to this Agreement, the Parties agree to the following dispute resolution procedure:
- The complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties agree to meet in good faith to seek to resolve the dispute by agreement between them at an initial meeting.
- If the Parties cannot agree how to resolve the dispute at that initial meeting, any Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, the complainant will ask the Law Society of Western Australia to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith, to seek to resolve the dispute.
- Any attempts made by the Parties to resolve a dispute pursuant to this clause 18 are without prejudice to other rights or entitlements of the Parties under this Agreement, by law or in equity.
LIMITATION OF LIABILITY AND DISCLAIMERS
- Warranties: To the maximum extent permitted by law, we exclude all express and implied warranties, representations and guarantees of any kind (whether under statute, law, equity or on any other basis) and all material, work and Goods are provided to you without warranties, representations and guarantees of any kind including, without limitation, warranties as to merchantability, condition, quality and fitness for any particular purpose.
- Exclusions: To the maximum extent permitted by law, we exclude any Liability or Claim, and we will not be liable for any Liability or Claim (whether under statute, contract, tort (including negligence), indemnity, or otherwise) caused or contributed to by:
- acts or omissions of you (or any of your employees, agents, contractors, tenants or patrons) or any other third party;
- any advice, work, goods, services or other things provided by third parties (whether or not we referred them to you);
- the use of credit card or other financial information, failure to complete (or delay in completing) any Order, or other loss or damage arising from any Order made or attempted on our Website;
- the Goods being unavailable (for any reason) or any failure on our part to Deliver the Goods on or from the Delivery Date & Time, or to make the Goods available for Pick-Up on or from the Pick-Up Date & Time;
- any loss or damage to the Goods suffered during transit;
- any event or circumstance outside of our reasonable control;
- any Claims for Consequential Loss.
- Limitation: To the maximum extent permitted by law, our total liability arising out of or in connection with the Goods and this Agreement, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, is limited to us re-supplying the Goods to you, or, at our option, us refunding to you the amount you have paid us for the Goods to which the relevant Liability or Claim relates.
- This clause 15 will survive the termination of these Terms.
- You are liable for and agree to indemnify, defend and hold us harmless for and against any and all Claims and Liabilities resulting directly or indirectly from:
- acts or omissions of you (or any of your employees, agents, contractors, tenants or patrons) or any other third party; and/or
- any of our acts or omissions (or that of our employees, agents or contractors), where those acts or omissions are consistent with a direction that has been given by you (or any of your employees, agents or contractors).
- You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of the Goods including, but not limited, to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given us.
- This clause 16 will survive the termination of these Terms.
- Accuracy: We make no representations, warranties or guarantee, express or implied, about the completeness, accuracy, reliability, suitability or availability of any information, images, products, services, or related graphics contained on our Website for any particular purpose. You hereby acknowledge that such information and materials may contain mistakes, inaccuracies or errors and we expressly exclude any liability for such to the fullest extent permissible by law.
- Termination: We reserve the right to refuse supply of the Goods Ordered by you, without penalty, if you breach any provision of this Agreement, at our sole and unfettered discretion.
- Email: You acknowledge that we are able to send electronic mail to you and receive electronic mail from you. You release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.
- GST: If and when applicable, GST payable on the Fee for the Goods and Services will be set out on our invoices. You agree to pay the GST amount at the same time as you pay the Fee.
- Relationship of Parties: This Agreement is not intended to create a relationship between the Parties of partnership, joint venture, or employer-employee.
- Assignment: This Agreement is personal to the Parties. A Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld).
- Severance: If any provision (or part of it) under this Agreement is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) under this Agreement cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from this Agreement and the remaining provisions (and remaining part of the provision) of this Agreement are valid and enforceable.
- Force Majeure: We will not be liable for any delay or failure to perform our obligations under this Agreement if such delay is due to any circumstance beyond our reasonable control.
- Notices: Any notice required or permitted to be given by either Party to the other under this Agreement will be in writing addressed to the relevant address in the Confirmation Order. Any notice may be sent by standard post or email, and notices will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
- Jurisdiction & Applicable Law: This Agreement is governed by the laws of Western Australia and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Western Australia. The Website may be accessed throughout Australia and overseas. We make no representation that the Website complies with the laws (including intellectual property laws) of any country outside Australia. If you access the Website from outside Australia, you do so at your own risk and are responsible for complying with the laws in the place where you access the Website.
- Entire Agreement: This Agreement and any document expressly referred to in it represents the entire agreement between the Parties and supersedes any prior agreement, understanding or arrangement between the Parties, whether oral or in writing.
- Business Day means a day which is not a Saturday, Sunday or bank or public holiday in Western Australia, Australia.
- Claim/Claims includes a claim, notice, demand, right, entitlement, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, award, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute, whether indirect, incidental, special, consequential and/or incidental, and whether involving a third party or a Party to this Agreement or otherwise.
- Confidential Information includes this Agreement, confidential information about us, and the business, structure, programs, processes, methods, operating procedures, activities, products and Goods and Services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, technology, and other information of us, whether or not such information is reduced to a tangible form or marked in writing as “confidential”.
- Consequential Loss includes any indirect, special, incidental or consequential loss, damage or costs, including legal costs, loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation, use or any remote, abnormal or unforeseeable loss, or any loss or damage relating to business interruption, or otherwise, suffered or incurred by a person, arising out of or in connection with this Agreement (whether involving a third party or a Party to this Agreement or otherwise).
- Delivery means the Delivery of the Goods, as set out in the Order Confirmation.
- Delivery Address is set out in the Order Confirmation.
- Delivery Costs all costs associated with the Delivery of the Goods to the Delivery Address, or the Pick-Up of the Goods from the Pick-Up Address, including the cost of effecting and maintaining insurance of the Goods in transit.
- Delivery Date & Time is set out in the Order Confirmation.
- Exclusions are set out on our Website.
- Fees are set out on our Website, and include the Delivery Costs (where the Website and/or Order Confirmation states that you are responsible for paying for the Delivery Costs).
- Goods are set out in the Order Confirmation.
- GST means GST as defined in the A New Tax System (Goods and Goods and Services Tax) Act 1999 (Cth) as amended from time to time or any replacement or other relevant legislation and regulations.
- Intellectual Property includes any and all present and future rights to intellectual and industrial property throughout the world, and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), patents, improvements, registered and unregistered trademarks, designs, any corresponding property rights under the laws of any jurisdiction, discoveries, circuit layouts, trade names, trade secrets, secret processes, know-how, concepts, ideas, information, processes, data or formulae, business names, company names or internet domain names, Moral Rights and any Confidential Information.
- Liability means any loss, liability, cost, payment, damages, debt or expense (including but not limited to reasonable legal fees and the cost of litigation).
- Moral Rights means the right of attribution of authorship, the right not to have authorship falsely attributed and the right of integrity of authorship, as defined in the Copyright Act 1968 (Cth).
- Online Payments is defined in clause 10.3.
- Pick-Up means your pick-up of the Goods from the Pick-Up Address, as set out in the Confirmation Order.
- Pick-Up Address is set out in the Confirmation Order.
- Pick-Up Date & Time is set out in the Confirmation Order.
- Website is defined in clause 1.