GENERAL TERMS AND CONDITIONS OF SALE 

These General Terms and Conditions of Sale apply to all supply of goods by Advance Design Clothing Co Pty Ltd (ABN 30 052 124 188) (the “Seller”) to the buyer or customer (“Buyer”), including supply of goods pursuant to sales quotations, online orders or invoices. 

1. DEFINITIONS AND INTERPRETATION 

1.1  DEFINITIONS 

In these terms and conditions, unless the context otherwise requires: 

(a) “Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of State Fair Trading legislation. 

(b) “Seller” means Advance Design Clothing Co Pty Limited (ABN 30 052 124 188) and its related businesses. 

(c) “Related Businesses” means the registered business names and trading platforms owned and operated by Advance Design Clothing Co Pty Limited (including Advance Design, The Scrub Store, Scrub Brands Australia); 

(d) “Buyer” means the Person or Organisation named as the buyer or purchaser in the relevant Purchase Order, Invoice, Quotation or Online Order. 

(e) “Business Day” means a day other than a weekend or public holiday in New South Wales. 

(f) “Consumer” means a consumer as defined in Schedule 2 of the Competition and Consumer Act 2010 (Cth) as amended from time to time. 

(g) “Excluded Loss” means: 

(i) in the case of loss or damage resulting from a breach of contract (including any contractual duty of care) loss of revenue; loss of profit; loss or denial of opportunity; loss of access to markets; loss of goodwill; loss of business reputation; loss of data;  loss arising from late delivery or failure to deliver goods; loss arising from any business interruption; increased overhead costs and any indirect, remote or unforeseeable loss occasioned by that breach, whether or not in the reasonable contemplation of the Buyer and the Seller at the time of the Quotation, Invoice or any delivery of goods as being a probable result of the relevant breach; and

(ii) in the case of loss or damage arising from any tort (including negligence) which does not also constitute a breach of contract – indirect, remote or unforeseeable loss and, in the case of pure economic loss, loss not flowing directly from the commission of the tort. 

(f) “Customised Products” means any goods which are, at the Buyer’s request, designed, embroidered, printed, customised, cut-to-size or specifically ordered for the Buyer. 

(g) “Payment” means any amount payable under or in connection with an Invoice. 

(h) “Quotation” means the form of quotation (which may be referred to as a sales quote or quote), together with any supporting documentation, including range plans, supply proposals or Supply Agreements, submitted by the Seller setting out the Purchase Price and any other special terms and conditions for the supply of goods by the Seller to the Buyer.  

(i) “Purchase Price” means the price set out in the relevant Quotation or Invoice and being subject to GST.

(j) “PPSA” means the Personal Property Securities Act 2009 (Cth).

(k) “30 Days” means 30 days from the invoice date.

(l) “Cash” means a requirement for 50% of the invoice to be payable at the time of placing the order with the remaining 50% owing prior to the goods being released for shipment. 

(m) “Tax Invoice” has the meaning given to that term by the GST Law. 

(n) “Supply Agreement” means a signed agreement (typically supplied in the form of a Proposify submission but which may be supplied in other electronic or printed formats) outlining the products, pricing, start and end date and all other special conditions negotiated between the Seller and Buyer. 

1.2  INTERPRETATION
(a) Any special conditions specified on a Quotation, Online Order or Invoice shall take precedence over these terms and conditions. 

(b) If any provision of these terms and conditions is invalid, these terms and conditions should be read as if that provision has been severed. 

2. PRICING 

(a) All prices on the Seller’s websites (www.thescrubstore.com.au) are displayed in Australian dollars.  Prices are subject to change without prior notice.   

(b) All prices on the Seller’s trade portals (https://onlinstore.advancedesign.com.auhttps://www.scrubbrands.com.au) are displayed in Australian dollars and are subject to change in accordance with the notice period assigned to any supply agreement or contract agreed to with the Buyer.  In the case where a supply agreement or contract does not exist, prices are subject to change with 30 days prior notice being provided in writing to the Buyer. 

3. GOVERNING TERMS AND CONDITIONS 

These are the only terms and conditions which are binding upon the Seller with the exception of those otherwise agreed in writing by the Seller or which are imposed by a statute including the Competition and Consumer Act 2010 (Cth) and which cannot be excluded. Any direction by the Buyer either verbal or written to procure goods or services from the Seller will be deemed as acceptance by the Buyer of these terms and conditions. 

4. PAYMENT 

(a)Payment to the Seller for goods delivered and accepted by the Buyer will be on the terms specified on the Invoice. 

(b)Where the invoice is for the purpose of a pre-production deposit, the invoice value is due and payable in full at the date on which it is raised and issued. 

(c) If the Buyer fails to make payment in accordance with the invoice terms, all amounts owing by the Buyer to the Seller on any account shall immediately become due and payable. Interest may be charged from the date of invoice at the rate of 2.5% per centum per month or part of a month on any late payment.   

(c) The Buyer must pay the Seller any costs (including legal costs) incurred by the Seller in taking steps to recover unpaid or overdue amounts under these terms and conditions. 

5. ACCEPTANCE 

(a) The Buyer shall inspect all goods upon delivery and shall within five (5) business days of delivery give notice to the Seller of any matter by which the Buyer alleges that the goods are not in accordance with the Buyer’s purchase order or these terms and conditions. Failing such notice, the goods shall be deemed to have been delivered to and accepted by the Buyer.

(b) Upon acceptance of a claim by the Seller, a credit will be processed for damaged goods or a free-of-charge replacement raised for incorrectly delivered goods.  The cost of freight associated with making good on approved claims will be met by the Seller.

6. RETURN FOR CREDIT 

(a) Return of goods for credit (other than in situations where the Seller is required to accept a return of goods under the Australian Consumer Law) must be pre-approved by the Seller. 

(b)  A return for credit request may be made online or where online returns are not offered, by contacting the seller’s Customer Service Department within 5 business days of delivery. 

(c) A return for credit request will only be granted and subsequently approved if; 

(i) freight is prepaid by the Buyer;  

(ii) the goods are not clearance items; 

(iii) the goods are not Customised Products (refer section 1.1 (f)), headwear, footwear or items of promotional merchandise: 

(iv) the goods are in a saleable condition, bearing no sign of wear, alteration or laundering, and are in the original packaging: 

(v) the goods being returned are received at the seller’s premises within 10 business days of the return request being accepted. 

(d) The Seller reserves the right to charge a handling fee of 20% of the price of the goods under this provision

(e) The Seller will offer the net value of the return as a credit against the Buyer’s account 

7. RETURN FOR EXCHANGE 

(a) Return of goods for exchange (other than in situations where the Seller is required to accept a return of goods under the Australian Consumer Law) is an option offered to Buyers that have a signed Exchange Agreement (or where the Exchange Agreement is embodied in a signed and executed Supply Agreement with the Seller). Notwithstanding, each exchange request must be pre-approved by the Seller. 

(b)  A return for exchange request may be made online or by contacting the Seller within 15 business days of delivery. 

(b) Exchange requests may be made for the same style in a different size.   

(c) A return for exchange request will only be granted and subsequently approved if; 

(i) freight is prepaid by the Buyer;  

(ii) the goods are not clearance items; 

(iii) the goods are not headwear, footwear or items of promotional merchandise: 

(iv) the goods are in a saleable condition, bearing no sign of wear, alteration or laundering, and are in the original packaging: 

(v) the goods being returned are received at the seller’s premises within 10 business days of the return for exchange request being accepted. 

(d) Seller will credit the Buyer for the exchanged product and invoice the required item at the Buyers normal price.   

(e) Returned product will be added to an inventory pool created specifically for the Buyer.  Product in the inventory pool may be invoiced to the customer under any of the following conditions; 

(i) To fill orders; 

(ii) Upon removal of the product from the Buyers uniform program or online range; 

(iii) Expiry or termination by either party of a supply agreement or supply contract; 

(iv) Discontinuation of the product by the Seller (or its suppliers); 

(v) Where the Buyer reaches the $ threshold for the inventory pool as outlined in the Exchange Agreement. 

 

8. QUOTATIONS 

(a) A Quotation is valid for 30 days or such other period as stated in it.  

(b) The Seller shall not be bound by any conditions attaching to the Buyer’s purchase order or acceptance of a Quotation and, unless such conditions are expressly accepted by the relevant Seller in writing, the Buyer acknowledges that such conditions are expressly negatived. 

9.     PASSING OF PROPERTY AND RISK
(a) Goods supplied by the Seller to the Buyer shall be at the Buyer’s risk immediately upon delivery to the Buyer, into the Buyer’s custody or at the Buyer’s direction (whichever happens first). The Buyer shall insure the goods from the time of that delivery at its cost against such risks as it thinks appropriate. 

(b) Title in the goods supplied by the Seller to the Buyer under these terms and conditions shall not pass to the Buyer until those goods and other goods have been paid for in full. 

(c) Until the goods have been paid for in full, the: 

(i) the Buyer shall store the goods in a manner which shows clearly that they are the property of the Seller which supplied them; and 

(ii) the Buyer may sell the goods, in the ordinary course of its business, and shall account to the Seller for the proceeds of sale. 

(d) The Buyer authorises the Seller at any time to enter onto any premises upon which the Seller’s goods are stored to enable the Seller to inspect the goods and/or reclaim the goods if the Buyer has breached these terms and conditions; 

(e) Each party consents to the other perfecting any security interest under these terms and conditions which arises by operation of the PPSA in any property by registration under the PPSA and agrees to do anything reasonably requested by the other party to enable it to do so. 

(f) Each party waives its right to receive each notice which, under section 157(3) of the PPSA, it is permitted to waive. 

(g) Each party waives its rights to receive anything from any other party under section 275 of the PPSA and agrees not to make any request of any other party under that section. 

10. SUPPLY

(a) The Seller reserves the right to suspend or discontinue the supply of goods to the Buyer on reasonable grounds without being obliged to give any reason for its action. 

(b) From time to time, the Seller may no longer have access to the supply of particular products (Discontinued Products).  Where the Seller knows that Discontinued Products are currently the subject of a purchase order, online order or quotation with the Buyer, the Seller will:

(i) notify the Buyer of its inability to supply the Discontinued Product/s;
(ii) where practicable, offer to supply the Buyer with similar products to the Discontinued Products (with pricing to be agreed between the parties).

11. PART DELIVERIES& CHARGES

The Seller reserves the right to make part deliveries of any order, and each part delivery shall constitute a separate sale of goods under these terms and conditions. A part delivery of a purchase order shall not invalidate the balance of a purchase order. A delivery charge may apply to all deliveries with the exception of back-order deliveries which are part of an original order that has been partly fulfilled. 

12. CONTINGENCIES 

Any charge, duty, impost, sales tax or other expenditure which is not applicable at the date of Quotation but which is subsequently levied upon the Seller in relation to a Quotation prior to invoicing, as a result of the introduction of any legislation, regulation or governmental policy, shall be amended to correctly reflect the change. 

13. FORCE MAJEURE 

The Seller shall be excused from the performance or observance of any obligations of the Seller to the extent it’s performance or observance is prevented, restricted or affected by reason of a force majeure event including strike, lockout, industrial dispute, raw material shortage, breakdown of plant, transport or equipment delays or failures, epidemic, pandemic, quarantine restriction, public health emergency, communicable disease outbreak (including the Covid-19 outbreak), measures or actions taken by any government or government body including, without limitation, in connection with bio-security, public health and importation of goods or any other cause beyond the reasonable control of the Seller.  The Seller may, in its absolute discretion give prompt notice of that cause to the Buyer. 

14. BUYER’S CANCELLATION 

Unless otherwise agreed in writing, the Buyer shall have no right to cancel a purchase order which has been accepted by the Seller. If a right of cancellation is expressly reserved to the Buyer, such right of cancellation must be exercised by notice in writing from the Buyer to the Seller within 5 business days of placing the purchase order.  Any deposit paid by the Buyer shall be forfeited to the Seller. Despite the cancellation of any purchase order for any reason, the Buyer must still purchase from the Seller any goods ordered which constitute Customised Products (whether in-store, in transit or being manufactured) which were procured or ordered by the Seller before such cancellation, unless otherwise agreed in writing by the Seller. 

15. WARRANTY AND LIABILITY OF SELLER 

(a) Buyer shall as soon as practicable notify the Seller in writing of any defect in the goods supplied by the Seller. The Buyer shall not carry out any remedial work to allegedly defective goods without first obtaining the written consent of the Seller to do so. The provisions of this clause 16(a) do not constitute a warranty in relation to the quality or fitness of the goods, or require the Seller to repair or replace goods, or offer a refund in relation to goods, in circumstances other than those set out in Australian Consumer Law (to the extent that the Australian Consumer Law applies to the goods) 

(b) The Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law guarantee certain conditions, warranties and undertakings, and provides Consumers other legal rights, in relation to the quality and fitness for purpose of consumer goods sold in Australia. These guarantees cannot be modified nor excluded by any contract.  

(c) Except as expressly set out in these terms and conditions and the Australian Consumer Law, the Seller makes no warranties or other representations under these terms and conditions. The Seller’s liability in respect of these warranties, representations, undertakings and guarantees is limited to the fullest extent permitted by law. 

(e) Where goods are supplied to Consumers under these terms and conditions the Buyer is entitled to a replacement or refund for a major failure. The Buyer is entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. 

(f) To the extent permitted by law, the Seller shall not in any circumstances be liable to the Buyer for or in respect of any Excluded Loss. 

(g) Subject to clauses 15(d) to (f) above, and except in the case of fraud or wilful misconduct of the Seller, the total aggregate liability of the Seller, whether in contract, in tort (including but not limited to negligence), in equity, under any warranties or indemnities, by operation of statute or otherwise, will, to the extent permitted by law, be limited to the Purchase Price. 

(i) The Seller makes no express warranties in relation to the suitability for any purpose of goods or materials supplied by the Seller. 

16. INTELLECTUAL PROPERTY 

Nothing in these terms and conditions creates any right, title or interest in any intellectual property right (including trademark, copyright, patent or registered design) (Intellectual Property) in favour of the Buyer with respect to any good supplied under these terms and conditions. 

The Buyer indemnifies the Seller from and against all losses, claims, liabilities, demands and expenses (Claims) arising from or relating to the use or infringement any third party’s Intellectual Property to the extent that such Claim relates to or is in connection with any Intellectual Property provided to the Seller by the Buyer in connection with these terms and conditions. 

17. ALTERATION TO CONDITIONS 

The Seller may, at any time and from time to time, alter these terms and conditions without notice and with immediate effect once posted on the Seller’s website, provided that any variation to these standard terms and conditions will not apply to any: 

(i) purchase orders placed not yet fulfilled prior to the date of such variation taking effect; or
(ii) contract for a specified term that incorporates a version of these standard terms and conditions released prior to the variation. 

18. GOVERNING LAW 

These terms and conditions and any contract including them shall be governed by and construed in accordance with the laws of the State of New South Wales and the Seller and the Buyer submit to the jurisdiction of the Courts of New South Wales. 

September, 2021 

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