TERMS AND CONDITIONS

ZEPEL FABRICS TERMS AND CONDITIONS

1. PAYMENT
Payment is to be made by cheque, bank cheque, credit card, or Electronic Funds Transfer without deduction, within 30 days from end of month in which invoice was issued. Zepel Fabrics reserves the right to:

Withhold supplying any pending orders without any prior notice if accounts are overdue.
Charge an accounting monthly fee of $7.50 which will apply to all accounts showing an outstanding balance of $100 or more at the completion of each month. No account shall be deemed to be paid until full payment is received by Zepel Fabrics.

2. INTEREST
Interest is payable on all overdue amounts unpaid for 60 days from the date of the monthly statement on which the invoice was first shown. Such interest shall be paid at the rate of 13% per month compounded or at such other rate as shall be determined by the Grantor of Credit.

3. PROPERTY
Property in all products including samples on consignment, shall not pass until payment is made in full of all monies owed for products as Zepel Fabrics reserves the right to take possession and dispose of products as it sees fit at any time.
The customer grants permission to Zepel Fabrics to enter any property where any product is in order to do so with such force as necessary.
Upon delivery the customer accepts liability for safe custody of products and indemnifies Zepel Fabrics for any losses relating thereto.
Upon disposition of any products prior to payment in full the customer agrees to deposit all proceeds in a separate bank account, agrees not to mix proceeds with any other monies and will account to Zepel Fabrics therefore any credit facility and / or time to pay or any conduct of Zepel Fabrics.
Until payment in full the customer agrees:To keep all products unpaid for as fiduciary for Zepel Fabrics and store them in a manner which shows Zepel Fabrics as owner.
Only to sell products in the usual course of its business on condition that the customer holds all proceeds in trust for Zepel Fabrics.
Sale on terms for less than cost shall be "in the usual course".
This clause 3 is not intended to create charge over any products and shall be read down to the extent necessary.
The customer agrees that:Products will be deemed at all times to be dealt with the customer on a "first in first out basis".
Invoices from Zepel Fabrics identifying products as unpaid for shall be conclusive evidence that the goods have not been paid for and of Zepel Fabrics title thereto.
If the customer uses product in any packaging, fabrication or manufacturing process, the customer agrees to hold such part of the proceeds of sale of finished articles in which equates to the invoiced price for the products used, upon trust for Zepel Fabrics until payment in full for those products and of all monies owed to Zepel Fabrics.

4. LIMITATION OF LIABILITY
The customer agrees to limit any claim it makes to the cost of the supply of equivalent products or to the total invoiced amount.
Zepel Fabrics shall not be liable for any claim, loss or expense which is made after 5 days from the date of delivery of product or services (or at all once products have been unpacked, on-sold or otherwise used or applied) after which there shall be deemed to be unqualified acceptance.
Zepel Fabrics will not be liable for any contingent consequential direct / indirect special or punitive damages arising in any way, whether due to Zepel Fabrics' negligence or otherwise. The customer acknowledges this express limit of liability and agrees to limit any claim accordingly.
No other term, condition, agreement, warranty, representation or understanding whether express or implied, extending to or relating to or binding upon Zepel Fabrics (whether as to fitness for purpose, merchantability or otherwise) is made or given.

5. EXCLUSIONS
Sample: no contract between Zepel Fabrics and the customer shall be or deemed to be a sale by sample.
If Zepel Fabrics published material concerning its products, services or prices so anything published which is incompatible with these terms is expressly excluded.
The customer will rely on its knowledge and expertise in selecting any product or services for any purpose and any advice or assistance given for or on behalf of Zepel Fabrics shall be accepted at the customers' risk and shall not be deemed given as expert or advisor nor to have been riled upon by or through the customer.

6. CUSTOMER MATERIAL

The customer acknowledges and agrees:

That it is the customers' responsibility to ensure that anything ("material") which is provided by or on behalf of the customer, to be used by Zepel Fabrics in meeting any orders, is correct and appropriate in every particular.
The material will be relied upon Zepel Fabrics in the providing of any product or services shall be merchantable quality and fit for the purpose and will become the property of Zepel Fabrics.

7. PLACEMENT OF ORDERS
In the event of any dispute concerning any order (including any question of identity or authority or any telephone, fax, e-mail, e-commerce, or computer generated order) that the internal records of Zepel Fabrics will be conclusive evidence of what was ordered in all respects.
Each order it places shall be and be deemed to be representation by it, made at the time it is and will remain in the future solvent and able to pay all its debts as and when they fall due.
Failure to pay Zepel Fabrics in accordance with these terms shall be and be deemed to be conclusive evidence that the customer had no reasonable grounds for making the representation referred to in 7b hereof and that the representations were unconscionable, misleading and deceptive.
When any order is placed, the customer shall inform Zepel Fabrics of any material facts which would or might reasonable effect the commercial decision by Zepel Fabrics to accept the order and / or grant credit in relation thereto. Any failure to do so by or on behalf of the customer shall create and be deemed to create an inequality of bargaining position and be deemed to constitute the taking of unfair advantage of Zepel Fabrics and to be misleading and deceptive.
The customer must specify the product name, colour number, and meterage with every order
The customer must also specify the number and length of drops for window furnishings
Minimum fabric cut is 1 metre
All pattern repeats are approximate only - check prior to cutting

8. CANCELLATION OF ORDERS
A service fee of 20% will apply to returned orders that have been supplied correctly as ordered and when Zepel Fabrics have agreed to accept these goods for credit.
A credit will only be issued once the goods have been physically returned to Zepel Fabrics warehouse.
If goods are not returned in good order, Zepel Fabrics reserves the right to reject the claim for credit on cancelled goods.
Cancellation of INDENT or COMMERCIAL orders specifically bought in for overseas for customer or custom goods produced will not be accepted. Refer to Commercial and Indent Terms and Conditions.

9. CREDITS
Unused credits expire after twelve (12) months and is the sole responsibility of the Customer to advise if and when a credit is to be applied to a particular invoice.
Credits are non-refundable and non-transferable.
Credits can only be used to offset an account or be applied to any current order or back order with Zepel Fabrics.
Zepel Fabrics reserves the right to reverse credits that have expired and cannot be reinstated.

10. DELIVERY
The customer agrees and acknowledges that:

Zepel Fabrics accepts no responsibility or duty for delivery but may elect to arrange delivery at its discretion, without liability and customers' costs and responsibility in all things.
Orders will be delivered FIS (free into store) within the metro areas of all Australian mainland capital cities.
$20 plus GST freight charge applies to all deliveries outside the metro areas of the Australian mainland capital cities.
On-forwarding freight to all locations or special delivery (EG: air, sea or road express) will be at the customers' expense. Where on-forwarding instructions are not specified, a freight charge will apply.
It shall be deemed to accepted delivery and liability for products immediately Zepel Fabrics notifies the customer that they are ready for collection or they are delivered to a carrier or to the Customers business premises or site whether attended or not.
A certificate purporting to be signed by an officer of Zepel Fabrics confirming delivery shall be conclusive evidence of delivery as shall any signed delivery docket.
Zepel Fabrics will not be liable for delay, failure or inability to deliver any products or perform any services.
Once the customer is notified products are ready for collection or delivery, the customer agrees to pay all costs of Zepel Fabrics in holding those products for the customer.
ALL GOODS RECIEVED MUST BE CHECKED PRIOR TO CUTTING / MANUFACTURING TO ENSURE CORRECT FABRIC, COLOUR, DYELOT, QUANTITY HAS BEEN ORDERED AND FURTHER ENSURE THE GOODS RECEIVED ARE SUITABLE FOR THE APPLICATION.
This also applies where fabrics are delivered to any third party nominated by the customer, IE; workrooms and manufacturers
Any possible claims will be subject to this clause.

11. LOST IN TRANSIT
In the event that goods are lost in transit, Zepel Fabrics reserves the right to replace goods based on evidence that the customer has endeavoured to assist Zepel Fabrics in locating missing goods. Credit for missing goods will be given once Zepel Fabrics is satisfied that the goods are lost, indefinitely. In the event that goods appear / are delivered to the customer, after a credit has been given, the customer must notify Zepel Fabrics and is liable for the goods. Zepel Fabrics reserves the right to invoice the customer, if the goods are not returned in merchantable quality.

12. RETURN OF GOODS
All returns must be authorised by Zepel Fabrics. The Australian and International standard for acceptable flaws is 6 flaws per 50mt roll of fabric. Please note that Zepel Fabrics adheres to this standard and will not accept returns that meet this criteria. Zepel Fabrics will only accept returned goods if:

The goods supplied are not in accordance with the order placed.
The fabric has not been cut.
The claim is made within 21 days of receipt.
Arrangements have been made with Zepel Fabrics to inspect the goods and claim has been lodged.
The returned fabric is accompanied with a written claim, citing the invoice number, authorisation number and reason for return.
Goods returned must be securely wrapped to avoid damage in transit.

13. SMALL ORDER SURCHARGE
A surcharge of $25 plus GST will be added to all invoices below a value of $150 (exclusive of GST). Samples are excluded from this charge.

14. PRICING AND PRODUCT WITHDRAWALS / DISCONTINUED
Zepel Fabrics reserves the right to change prices without notice.
Withdraw or discontinue products. Items no longer listed in the Zepel Fabrics price list should be considered discontinued and sampling of such items be removed.