Terms & Conditions

Stone Design & Co Pty Ltd – Terms and Conditions of Sale

1. INTERPRETATION

In these Terms and Conditions, unless the context otherwise requires:

1.1 “Seller” means Stone Design & Co Pty Ltd – ABN: 49 660 829 603

1.2 “Buyer” means the purchaser of Products from the Seller.

1.3 “Product” means all goods sold and/or picked up or delivered by the Seller to the Buyer.

1.4 “Terms” means these terms and conditions of sale.

1.5 $, dollar, or AUD is a reference to the lawful currency of Australia.

1.6 “Time” is a reference to the time zone in Brisbane, Australia (unless otherwise specified).

1.7 “Party” includes a reference to that person’s executors, administrators, successors, substitutes (including a person

who becomes a party by novation), assigns, and in the case of a trustee, includes any substituted or additional trustee.

1.8 A “Right” includes a benefit, remedy, authority, discretion, or power.

1.9 “In writing” or “written” means any expression of information in words, numbers, or other symbols, which can be

read, reproduced, and later communicated, and includes electronically transmitted and stored information.

1.10 Words such as “includes”, “including”, and “for example” are not words of limitation and are to be construed as

though followed by the words “without limitation”.

1.11 A term of an agreement in favour of two or more persons is for the benefit of them jointly and each of them

separately.

2. APPLICATION OF TERMS

2.1 These Terms and Conditions govern the Seller’s supply of Products and Services to the Buyer, including supplies on

a cash basis.

2.2 If the Buyer wishes to negotiate these Terms and Conditions with the Seller then the Buyer should respond to this

document, marking up these Terms and drawing those changes to the Seller’s attention and obtain the Seller’s

agreement in writing.

2.3 It is not the Seller’s practice to otherwise review Terms and Conditions on documents that the Buyer issues to the

Seller.

2.4 Unless the Seller otherwise agrees in writing, the Seller does not accept, and will not be bound by, any Terms or

Conditions included in, attached to, or referenced in, any other document the Buyer gives to the Seller (for example a

purchase order).

3. AGREEMENT

3.1 These Terms and Conditions apply to all contracts for the sale of Products by the Seller.

3.2 The Buyer accepts these Terms and Conditions upon providing the Seller:

(a) written or verbal with instructions to order Products

(b) written or verbal acceptance of a written quote provided by the Seller

4. PRICE

4.1 The price payable for the Products or Services will be:

(a) the price agreed in writing; or alternatively

(b) the price by the Seller’s prevailing price list/rates as when the Buyer places an Order.

4.2 The Seller reserves the right to revise its prices with or without notice.

4.3 The Seller may vary their price or rates by notice to the Buyer if the Buyer requests:

(a) the Products or Services be rendered outside Business Hours;

(b) different Products or Services to be supplied to the contract for supply; or

4.4 Where there is a contract and the Seller varies the price or rates payable for the Products or Services pursuant to

clause 4.2, the Seller will notify the Buyer of the new price/rates. Thereafter the Buyer may reject the new price/rates

within seven (7) days and terminate the contract for supply without any cost or penalty to them. Otherwise the Buyer

agrees that the price/rates will apply to the contract.

5. QUOTATIONS

5.1 Each quotation that the Seller issues:

(a) is an estimate only;

(b) is not an offer or obligation to supply any Products or to perform any Services;

(d) may not include the costs of delivering Products;

(e) remains valid for acceptance for a period of thirty (30) days (or as otherwise specified) from the date of

quotation, unless withdrawn by the Seller before a contract for supply is formed. After this period passes, the

Seller may provide the Buyer with a new quotation and the Buyer acknowledges that the Seller cannot

guarantee their prices will remain the same;

(f) contains a price on the basis that all Services are performed, and all Products delivered, during Business

Hours; and

(g) for imported items, is based on exchange rates and freight rates, unless the quotation states otherwise.

5.2 Quotations provided verbally are subject to written confirmation.

5.3 A quotation may include additional terms or conditions, which will supplement these Terms.

5.4 Should the Buyer wish to have Services performed or Products delivered outside Business Hours please advise the

Seller (as additional charges may apply).

6. FORMATION OF CONTRACT

6.1 The Seller is not obliged to supply any Products or provide Services until after a contract for supply is formed.

6.2 A contract for supply is formed, and the Buyer has accepted these Terms, when:

(a) the Buyer has placed an Order with the Seller; and

(b) the Seller has received any deposit they have required from the Buyer in respect of the Order before

progressing it; and either the Seller have:

(d) supplied the Buyer with any Products or performed any Services following receipt of the Order.

6.3 If the Buyer revokes an Order:

(a) prior to the formation of a contract for supply then:

(i) the Seller will refund the Buyer any deposit the Buyer has paid in respect of that Order; and

(ii) the Buyer will not be required to pay any fee for the cancellation of the Order; or alternatively

(b) after the formation of a contract for supply then unless the Seller is in breach of the contract for supply:

(i) the Buyer must pay all our reasonable costs associated with fulfilment of the Order; and (ii) the

Seller may apply any deposit the Buyer has paid towards those costs.

6.4 The Buyer acknowledges and agrees:

(a) Orders for indent Products (custom and/or special order) cannot be revoked;

(b) to make reasonable inquiries with the Seller, at or before the time the Buyer places an Order, if the Order

is for indent Products.

7. DELIVERY, ACCEPTANCE AND RISK

7.1 The Seller will use reasonable endeavours to deliver the Products at the time and place agreed for delivery. It is the

responsibility of the Buyer to make arrangements necessary to take delivery of the Products.

7.2 Unless otherwise provided on the face of the Buyer’s purchase order, the Buyer shall take delivery of the Product at

the Seller’s yard, plant or facility and it is agreed that the Seller completes any obligation hereunder regarding physical

delivery by making the Product available to the Buyer.

7.3 The Buyer acknowledges and agrees that:

(a) unless the contract for supply expressly states otherwise, time in respect of delivery is not of the essence;

and

(b) any timeframe or date for delivery is an estimate only and is not a contractual commitment.

7.4 Risk of loss, damage, or deterioration to the Products passes to the Buyer, and delivery is deemed to occur, at the

time:

(a) the Buyer or any third party on your behalf collect the Products from the Seller;

(b) the Seller or their nominated carrier deliver the Products to the delivery location stated in the Order (or to

such other location as agreed in writing); or

7.5 The Buyer must inspect and check the Product prior to acceptance of the Product and at the time of delivery. The

Seller shall not be liable for any claims relating to incorrect products, shade variations, or damages. The Buyer must

notify the Seller immediately at the time of delivery about any claims regarding the Product. The Buyer shall not make

a claim against the Seller exceeding the invoiced amount.

7.6 Deliveries to a site are at a set fee.

7.7 It is the Buyer’s responsibility to provide suitable, practical, and safe means of access and egress to the place agreed

for delivery. If the site is deemed unsuitable or unsafe (at the delivery driver’s sole discretion), then the delivery driver

may:

(a) refuse to deliver the Products and return the Products to the point of dispatch (in which case an

additional delivery fee will apply to any subsequent delivery attempt); or

(b) deliver the Products to the location nearest to the agreed place (for example on the nature strip) for

delivery where delivery can be safely effected.

7.8 The Buyer agrees to sign the delivery docket or consignment note or that of the nominated carrier as confirmation

that the Buyer has received the Products, and if appropriate, certify that the Buyer has received the Products in

apparent good order and condition in the quantity or volume the Buyer has ordered.

7.9 If the Buyer authorises the Seller to deliver the Products to an unattended location or to leave the Product outside

the agreed place for delivery, we may deliver the Products as requested at your risk.

7.10 If delivery or collection of the Products is deferred:

(a) at the Buyer’s request; or

(b) due to the Buyer being unable or unwilling to accept delivery of the Products (other than as a result of

the Products delivered not being in accordance with the contract for supply); in circumstances where:

(d) the Products are due to be delivered or collected on an agreed delivery date, then the Buyer will pay to

the Seller:

(e) reasonable daily storage charges (which will continue to accrue until such time as the Products are

delivered or collected); and

(f) any costs associated with the Seller or their nominated carrier attempting to re-deliver the Products

(where the Seller or their nominated carrier has previously attempted to deliver the Products).

7.11 The Buyer acknowledges and agrees that the Seller may deliver the Products in one or more lots and may invoice

the Buyer for pro rata progress in respect thereof.

7.12 The Seller shall not be liable for any loss or damage suffered by the Buyer as a result of delay, driver discretion,

driver negligence or placement of the Product upon delivery.

8. FORCE MAJEURE

The Seller shall not be liable for any delay in the delivery due to any circumstances beyond its reasonable control,

including, without limitation, any act of god, local or global pandemics, border closures, war, fire, breakages, breakages

of machinery, strikes, shipping or arising out of any other unexpected cause, or cause beyond reasonable control of the

Seller. Any non-performance as a result of the occurrence of any Force Majeure event shall not place the Seller in

default in relation to the affected order, and the Seller’s sole and exclusive liability to the Buyer for failure to deliver the

Product due to a Force Majeure event shall be limited to the return of the purchase price for the Product if previously

paid by the Buyer.

9. COLLECTION OF PRODUCTS AND STORAGE

9.1 Purchased stock items can be stored up to sixty (60) days free of charge in the Seller’s warehouse. If the Buyer fails

to collect/accept delivery for the Products within this timeframe, storage fees will apply. A three dollars ($3) per day per

pallet charge will be incurred over and above this time.

9.2 The Seller reserves the right to charge market rent for space for stored orders on the Seller’s premises.

9.3 Any dates given for availability of the Products are approximate. The Seller will endeavour to ensure Products are

available by the estimated availability date, however, any failure of availability of the Products by that date will not

entitle the Buyer to cancel their Order, void any of these Terms or claim compensation.

9.4 It is the Buyer’s responsibility to ensure that their vehicle is appropriate and has sufficient load capacity to accept

the Products. The Seller reserves the right to deny or delay collection of Products if the Seller deems the Buyer’s

vehicle inappropriate for loading.

10. TERMS OF PAYMENT

10.1 In-stock ordered Products – require full payment (100%) amount on ordering.

10.2 Back-ordered Products – require a fifty percent (50%) deposit amount on ordering and balance payment required

within 30 days of the order date, as specified on the Seller’s order/invoice. A request from the Seller to the Buyer for the

outstanding balance may be raised up to five (5) business days prior to the end of the thirty (30) days.

10.3 Special ordered Products – require full payment (100%) amount on ordering.

10.4 Custom ordered Products – require full payment (100%) amount on ordering.

10.5 Interest – If payment is not made as required by clause 10.1 to 10.4, the Seller, in addition to the Seller’s other rights,

may charge the Buyer interest on overdue amounts, materials stored on the Buyer’s behalf, suspend deliveries of any

Products ordered by the Buyer and/or terminate this agreement. Interest will accrue from and including the invoice

payment due date until the date the account is paid in full. Interest will be charged at a rate of two per cent (2%) above

the commercial lending rate of the National Australia Bank, calculated on a daily basis on amounts not paid on the

Seller’s tax invoice.

10.6 Damages – The Buyer must pay to the Seller any costs, expenses or losses incurred by the Seller as a result of the

Buyer’s failure to pay to the Seller all sums outstanding as owed by the Buyer to the Seller, including and without

limitation, the generality of forgoing any debt collection and legal costs incurred in enforcing payment/s.

10.7 Failure to Comply – If the Buyer fails to make any payment in accordance with these Terms and Conditions, or fails

to comply with any of the terms hereof, the Seller may, at their discretion, cancel any order/work in progress for the

Buyer whether on this order or any other order. The Seller may refuse to deliver any undelivered Product to the Buyer,

whether on this order or any other order. In such an event, all unpaid amounts owed by the Buyer to the Seller for the

purchase of Products which have been supplied to site, whether on this order or any other order, shall be immediately

due and payable.

10.8 Payment options – Direct Deposit to the Seller’s nominated bank account, Visa or MasterCard. The Seller reserves

the right to change the payment methods that the Seller accepts at any given time.

10.9 All Products are subject to GST.

10.10 The Buyer agrees to pay sums due to the Seller free of any set off or counterclaim and without deduction or

withholding.

11. PURCHASE ORDERS

11.1 The payment required (deposit or payment in full) to convert a purchase order to an order/invoice depends on the

type of Products being ordered (refer to clause 10.1 to 10.4).

11.2 Payment is required to secure stocked Products and/or for the Seller to place orders for indented (special or custom

order) Products with their overseas manufacturers.

11.3 Once a purchase order is received by the Seller from the Buyer, stocked items will be placed on reserve for a

maximum of forty-eight (48) hours (unless otherwise agreed upon by the Seller). If payment has not been received

within forty-eight (48) hours, the stock will be released back for general sale.

11.4 A purchase order will remain ‘active’ for five (5) business days. If payment is not received within five (5) business

days, the purchase order will be deemed ‘inactive’.

11.5 By submitting to the Seller a purchase order or purchase request, the Buyer agrees that upon notification that the

Products are ready for dispatch, orders with greater than thirty (30) days remaining until the target delivery date, will

require full payment. In the case of orders for stocked Products, being placed greater than thirty (30) days before the

target delivery date, full payment will be required in accordance with the Seller’s payment terms as per clause 10.1.

12. RETURN OF PRODUCT

12.1 The Seller will accept the return of any Products if:

(a) the Products supplied do not conform with the contract for supply;

(b) the Products are defective; or

12.2 At the Seller’s discretion, the Seller may accept the return of Products if the Buyer changes their mind if:

(a) the Buyer agrees to:

(i) pay a handling and administration charge of thirty percent (30%) of the purchase price of the

returned Products; or

(ii) pay a handling and administration charge of fifty dollars ($50) where the purchase price of the

returned Products is less than two hundred dollars ($200); and

(iii) reimburse the Seller for all costs (including transport costs) the Seller incurs in connection with

the return of those Products (except for Products the Seller has incorrectly supplied or the Seller

agrees to be defective);

(b) the Products are in substantially the same undamaged and saleable condition to the condition in which

they were delivered;

special order Products);

(d) the Seller has more than 100 m2 of Products corresponding to, or matching the returned Products batch

code on stock; and

(e) the Return of over-ordered Products is at the Seller’s discretion.

12.3 No indented, custom, special order or end of line Products will be accepted for returns or cancellations once a

deposit has been received.

12.4 The Buyer indemnifies and releases the Seller from any damage that occurs to any Products in return transit. The

Buyer should ensure that any returned Products are insured against such damage.

13. RETENTION OF TITLE

13.1 Until such time as the Buyer has made payment in full (in cash or cleared funds) for any Products the Seller has

supplied:

(a) title in the Products does not pass to the Buyer and the Seller retains the legal and equitable title in the

Products;

(b) the Buyer will hold the Products as fiduciary and bailee for the Seller and agree to store the Products in

such a manner as to enable them to be readily identifiable as the Seller’s property;

(d) unless and until the Seller notifies the Buyer to the contrary, the Buyer will be entitled to sell the Products

in the ordinary course of their business (provided any such sale is at arm’s length and on market terms) and

will sell the Products as the Seller’s agent and bailee; and

13.2 While title in the Products remains with the Seller, the Buyer permits the Seller to enter upon any premises the

Buyer occupies (or any premises any receiver, receiver and manager, administrator, liquidator, or trustee in bankruptcy

of the Buyer’s occupies) as the Buyer invitee to inspect the Products and, when the Buyer are in default of payment of

any invoice, to repossess any Products in the Buyer’s possession, custody, or control.

13.3 Where the Seller exercises their right of entry pursuant to clause 13.2, the Buyer agrees that the Seller doing so will

not give rise to any Claim for trespass or similar action against the Seller or their officers, employees, and agents.

13.4 Where the Seller has retaken Products into their possession, the Seller has the right to sell or deal with those

Products, and, if necessary, sell any Products bearing the Buyer’s name or trade mark, and the Buyer hereby grants the

Seller an irrevocable license to do all things necessary to sell those Products.

14. PARTICULAR PURPOSE

If the Buyer requires any Products for a particular purpose, the Buyer must advise the Seller of that purpose prior to

placing an Order and must obtain a written assurance from the Seller that the Products will meet the Buyer’s

requirements. If the Buyer does not advise the Seller of their requirements and the Seller does not expressly warrant in

writing that the Products will be fit for a particular purpose, then the Buyer agrees that they did not rely upon the

Seller’s skill or judgment in relation to the suitability of the Products for that purpose.

15. INSTALLATION & CLAIMS

15.1 Natural stone has colour variations, pitting, chips, fissures, veining, slight imperfections and minor size variations.

These are the natural characteristics of stone and are to be expected.

15.2 Some natural stones contain silica. Please ensure the Buyer and the Installer understand the risks and how to

safely install and protect against exposure to hazardous levels of dust.

15.3 The Seller does NOT recommend using tile clips on natural stone as this may cause cracking during or post

installation.

15.4 Installation is deemed acceptance of the Product. Once the Product has been installed, no refunds, exchanges

and/or returns will be approved by the Seller.

15.5 The Buyer must, before purchasing a Product, ensure that the goods are suitable to meet the requirements for the

application and are in compliance with any relevant Australian standards.

15.6 The Buyer is required to seek advice on installation, sealing and cleaning from qualified and licensed tradespeople,

as incorrect methods may result in damage of Products.

15.7 The Buyer acknowledges and agrees that the Product supplied is to be installed by qualified, licensed and insured

tradespeople and that the application of the Product/s are within the relevant Australian Standards or manufacture

directions of use.

15.8 The Seller (or any of its agents) shall not be liable in any aspect for referrals and/or the advice given for the fixing,

sealing or cleaning of Products. Nor shall the Seller be liable for any damages or losses incurred by the Buyer as a result

of the Product purchased.

15.9 Due to the natural variation of stone, it is required that the installer mix all crated Products prior to installation to

ensure an even blend of variations and colour.

15.10 A breach of clause 15.2-15.9 will void all claims by the Buyer against the Seller regarding the Product purchased.

15.11 The Buyer must, within seven (7) days from the date of delivery:

(a) give the Seller notice in writing, with particulars, of any Claim that the Products delivered are not in

accordance with the contract for supply (including any Claim for shortfall, incorrect supply, or damage to the

Products); and

(b) at the Seller’s request, provide the Seller with photographic evidence (to the Seller’s satisfaction) of any

alleged damage to the Products.

15.12 If the Buyer fails to notify the Seller in accordance with clause 9.6, then, to the extent permitted by law, the

Products are deemed to have been delivered in good condition and in accordance with the contract for supply.

15.13 If it is determined by the Seller that a site meeting is required, all relevant parties and tradespeople need to be

present at the site meeting to mediate or resolve any issues. A site inspection fee will apply should no fault be

warranted against the Seller of supply of the Product in the sum of two hundred dollars ($200) within Brisbane Metro

and two hundred and fifty dollars ($250) to the Sunshine Coast or the Gold Coast areas. Additional costs may be

incurred beyond these areas at the Seller’s discretion.

15.14 Clearance Products and/or discontinued Products are sold as is and are non-refundable.

15.15 Wholesale Products purchased and sold to a third party are subject to these Terms and Conditions.

16. STONE SAMPLES AND OTHER PRODUCT MANUFACTURING

The Seller accepts no responsibility in respect to any minor variations between samples shown to the Buyer and actual

supplied Product. Samples should be used as a guide only. The Buyer waives any claim against the seller for any such

variation.

17. STONE SAMPLE BOARDS AND DISPLAYS

17.1 Where the Seller agrees to provide you with Sample Boards and Displays, you acknowledge and agree that:

(a) Display Boards may only be used within the agreed store, premises, or place of display (the ‘Display

Premises’);

(b) Display Boards must only be used to display or advertise the Seller’s Products or Services; and

(including Products, samples, or products on display) are protected against loss, damage, or tampering.

17.2 The Seller may, on two (2) weeks written notice to you, enter the Display Premises for the purpose of:

(a) varying or changing the arrangement of Display Boards or Products or other samples on display; or

(b) (with your prior consent) moving or relocating the Display Boards within the Display Premises; or

17.3 Where you are in possession of Display Boards you must not:

(a) vary, amend, or otherwise change the arrangement of advertising materials, Products or samples on

display;

(b) remove or cause to be removed the Products or samples on display;

works in which the Seller’s Intellectual Property Rights subsist;

(d) make any replacements, modifications, alterations, additions, or improvements to Display Boards;

(e) move, remove, or cause to be removed Display Boards from or within the Display Premises, without the

Seller’s prior consent.

17.4 You acknowledge and agree that the Sellers are the owner of the Display Boards and retain title to the Display

Boards (and all Products or samples on display) in all circumstances. Your right under these Terms to possess the

Display Boards (and all Products or samples on display) is as a bailee only.

17.5 For the removal of doubt, neither payment of compensation nor any other event or circumstances will amount to,

constitute, or result in any transfer of property or interest in the Display Boards from the Seller or any related body

corporate of the Seller’s.

18. IMAGES ON THE SELLER’S WEBSITE AND IN ADVERTISEMENTS

18.1 Images on the Seller’s website, social media and advertisements are owned by the Seller. Use of these images are

forbidden unless written approval has been sought.

18.2 Images on the Seller’s website are a representation of the product. All care is taken to photograph the natural

colour blends and movements of Products. As the colour and movement range is vast, the Seller simply cannot

represent all of these variations on this website. These photos should be used as a guide only. The Seller suggests

before ordering that the Buyer visit the Seller’s showroom and/or warehouse to view the stone in person to manage

expectations.

19. INTELLECTUAL PROPERTY RIGHTS

19.1 All right, title, and interest in the Intellectual Property Rights in and to all Working Documents, and all Products

sold or supplied by the Seller are, and will at all times, remain the Seller’s property.

19.2 All improvements, derivatives and modifications to the Intellectual Property Rights contemplated by clause 19.1

(the Improvements) vest in the Seller immediately on creation. To the extent necessary to give effect to this clause 19,

the Buyer assigns to the Seller all right, title, and interest in the Improvements.

19.3 The Buyer acknowledges and agrees that:

(a) the Buyer has no rights to use the Seller’s Intellectual Property Rights under these Terms, except as

expressly set out herein, unless otherwise agreed in writing; and

(b) the Buyer must not modify, copy, clone, or reverse engineer any of the Seller’s Products (nor procure or

permit any person within the Buyer’s reasonable control to do any of these things).

20. CONFIDENTIALITY

20.1 The Buyers agree to keep confidential, and not use or disclose, other than for their internal business purposes only,

any Confidential Information provided to or obtained by the Buyer before or after the Buyer enters into a Contract with

the Seller.

20.2 The obligations of confidence imposed on the Buyer by clause 20.1 do not apply to Confidential Information that is

required to be disclosed by any applicable Law or under compulsion of a court, Government Authority, or the rules of

any securities exchange (as long as the Buyer discloses the minimum amount required to satisfy the Law or rules,

provide the Seller with prior notice in writing, and take reasonable steps to maintain the confidence of such

Confidential Information) or that is in the public domain otherwise than as a result of a breach of these Terms or other

obligation of confidence.

20.3 Clauses 20.1 and 20.2 survive the termination or performance of a Contract.

21. DEFAULT

21.1 Clauses 21.2 to 21.4 apply if the Buyer fails to pay sums to the Seller when they fall due.

21.2 The Seller may charge the Buyer interest on the outstanding debt (including any judgment debt) at the rate of 10%

per annum.

21.3 The Seller may suspend or cease the supply of any further Products or Services to the Buyer.

21.4 The Seller may require pre-payment in full for any Products or Services which have not yet been supplied.

22. INDEMNITY

22.1 If the Buyer defaults in the performance or observance of their obligations under any contract of which these

Terms form part, then:

(a) the Seller will take steps to mitigate their loss and act reasonably in relation to any default by the Buyer;

and

(b) the Seller will give the Buyer notice requesting payment for loss and damage occasioned in respect of

those events and requesting that the Buyer remedy any breach within a reasonable time; and

(including collection costs, bank dishonour fees, and legal costs on an indemnity basis) that the Seller has

suffered arising therefrom.

22.2 The Buyer’s liability to indemnify the Seller will be reduced proportionally to the extent that any fraud, negligence,

or wilful misconduct by the Seller or a breach of our obligations under contract has contributed to the Claim, loss,

damage, or cost which is the subject of the indemnity.

22.3 The Buyer’s liability to indemnify the Seller is a continuing obligation separate and independent from the Buyer’s

other obligations and survives the termination or performance of any contract of which these Terms form part.

23. TERMINATION

A party may, with immediate effect, terminate any contract for supply of which these Terms form part, by notice in

writing, if the other party:

(a) commits a material or persistent breach of these Terms and does not remedy that breach (if capable of

remedy) within seven (7) days of the receipt of a notice (or such longer time as specified in the notice)

identifying the breach and requiring its remedy; or

(b) has failed to pay sums due to the party within seven (7) days; or

(d) ceases to carry on business; or

(e) comprises an entity which is the subject of the appointment of receivers or managers; or

(f) comprises a natural person who:

(i) has committed an act of bankruptcy; or

(ii) has been made bankrupt;

(g) comprises a corporation which:

(i) enters into voluntary administration;

(ii) is subject to a deed of company arrangement; or

(iii) is subject to the appointment of liquidators or provisional liquidators.

24. TRUSTEES

24.1 If the Buyer is the trustee of a trust (whether disclosed to us or not), the Buyer warrants to the Seller that:

(a) the Buyer enter into the contract for supply in both your capacity as trustee and in their personal

capacity;

(b) the Buyer has the right to be reasonably indemnified out of trust assets;

(d) the Buyer will not retire as trustee of the trust nor appoint any new or additional trustee without first

notifying the Seller in writing and having the new or additional trustee sign an agreement on terms

substantially the same as those governing the Buyer’s Credit Facility (where applicable).

24.2 The Buyer must give the Seller a true and complete copy of the trust deed upon request.

25. VARIATION

The Seller may amend these Terms and Conditions in the future in order to maintain compliance with the law and to

reflect any changes to the way the Seller operated. The Seller will notify the Buyer of changes in writing. The amended

Terms and Conditions will thereafter apply to each Order the Buyer places unless the Buyer gives the Seller prior

written notice in advance of placing an Order.

26. CONFLICTS AND INCONSISTENCIES

If there is any conflict or inconsistency between any of the documents which together govern the relationship

between the parties, it is agreed the order of precedence will be (highest to lowest):

(a) any additional terms or conditions contained in our quotation applicable to the supply of Products or

Services;

(b) any terms governing your Credit Facility; and

27. SEVERANCE

If any part or term of the Seller’s agreement with the Buyer is illegal, invalid, or unenforceable, it will be read down so

far as necessary to give it a valid and enforceable operation. Or, if that is not possible, it will be severed from the

contract and the remaining provisions will not be affected, prejudiced, or impaired by such severance.

28. GOVERNING LAW AND JURISDICTION

28.1 The Seller’s and Buyer’s relationship is governed by and must be construed according to the law applying in the

State of Queensland.

28.2 The parties irrevocably submit to the non-exclusive jurisdiction of the courts of the State of Queensland with

respect to any proceedings that may be brought at any time relating to the Seller’s and Buyer’s relationship.

28.3 Where the Australian Consumer Law, Schedule 2 of the Competition and Consumer Act 2010, or any other

consumer protection legislation in your jurisdiction applies and cannot be excluded, these Terms and Conditions will

not limit your legal rights and remedies under that legislation. These Terms and Conditions will be read subject to the

mandatory provisions of that legislation. If there is a conflict between these Terms and Conditions and that legislation,

the mandatory provisions of the legislation will apply.

29. DEFINITIONS

In these Terms and Conditions, unless the context otherwise requires, the following definitions apply:

29.1 Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth), as amended.

29.2 Business Hours means:

(a) (for general office hours) between 08:00am to 4:00pm;

(b) (for the Seller’s Geebung warehouse and showroom) on days that are not a Saturday, Sunday, or gazetted

public holiday.

29.3 Claim includes a claim, notice, demand, action, proceeding, litigation, investigation, judgment, or award

howsoever arising, whether present, unascertained, immediate, future, or contingent, whether based in contract, tort,

pursuant to statute or otherwise and whether involving a third party or a party to a contract for supply.

29.4 Confidential Information includes:

(a) any information relating to our business and affairs (including information contemplated by section 275

of the PPS Act);

(b) any information that is by its nature confidential;

(d) any information that the Buyer knows, or ought to know, is confidential; and

(e) all financial information, pricing information, and commercially valuable information of ours.

29.5 Consequential Loss includes any:

(a) consequential loss;

(b) loss of anticipated or actual profits or revenue;

(d) financial or holding costs;

(e) loss or failure to realise any anticipated savings;

(f) loss or denial of business or commercial opportunity;

(g) loss of or damage to goodwill, business reputation, future reputation, or publicity;

(h) loss or corruption of data;

(i) downtime costs or wasted overheads; or

(j) special, punitive, or exemplary damages.

29.6 Consumer Contract has the meaning given to this term in section 23(3) of the Australian Consumer Law.

29.7 Buyer, means the person or other entity who has placed an Order with the Seller for the supply of Products or

Services (or the person on whose behalf an Order is placed).

29.8 Customer Material means all information and documentation provided to us by you (or on your behalf) in the

course of us supplying the Products or Services.

29.9 Product means all goods supplied by the Seller, as described on our quotation, invoice, or any other form issued

by us.

29.10 Intellectual Property Rights means all industrial and intellectual property rights throughout the world, whether

present or future, and whether protectable by statue, at common law or in equity, including rights in relation to

form), designs, patents and patentable inventions, including the right to apply for registration of any such rights.

29.11 Order means a written order placed by you requesting that we provide Goods or Services.

29.12 PPS Act means the Personal Property Securities Act 2009 (Cth), as amended.

29.13 Services means all services performed by us, as described on our quotation, invoice, or any other form issued by

us.

29.14 Small Business Contract has the meaning given to this term in section 23(4) of the Australian Consumer Law.

29.15 Seller, we, us means Stone Design & Co Pty Ltd (ABN 49 660 829 603).

Stone Design & Co Pty Ltd – Terms and Conditions of Sale

Information

Contact

Stay Connected

Information

Contact

Stay Connected