Terms & Conditions

This website (https://www.decor.com.au) (the Decor Website) is maintained by The Decor Corporation Pty Ltd (ACN 004 231 109) (Decor).Your use of the Decor Website is governed by the provisions contained in these terms and conditions and also by the Decor Privacy Policy as it applies to users of the Decor Website (together, the Terms and Conditions). Please take the time to review them. By using or accessing the Decor Website you agree to be bound by all these Terms and Conditions. If you do not agree to the Terms and Conditions, please do not access or otherwise use the Decor Website. Decor may modify the Terms and Conditions at any time, by posting modified Terms and Conditions on the Decor Website, and the modified Terms and Conditions will take effect immediately upon being posted. You should check the Decor Website for such changes frequently. Your continued access to, and use of, the Decor Website after such changes, conclusively demonstrates your acceptance of those changes. Access to and use of the Decor Website You may access and use the Decor Website solely pursuant to these Terms and Conditions for your personal, non-commercial use. Any other use requires prior consent from Decor, which may be granted or withheld in Decor’s absolute discretion. You must not use the Decor Website for any purpose or in any way prohibited by these Terms and Conditions or that is unlawful under Australian law or any other laws that apply to you.Intellectual Property All rights are reserved. Apart from reproductions specially permitted by or otherwise not infringing applicable copyright legislation, no material on this Decor Website may be reproduced in any form without the prior written permission of Decor.Decor has a stringent policy of registering and protecting its intellectual property rights both in Australia and in other major markets. Thus most of the Decor products shown or referred to on the Decor Website are the subject of patent, design and/or trademark registrations or applications, in Australia and/or in certain overseas countries. Product designs may also be the subject of the automatic copyright protection granted under Australian copyright legislation and similar legislation in other countries. In addition, automatic copyright protection also covers various materials included on this Decor Website. Information does not represent advice; limitation of liability You acknowledge and agree that information published by Decor is intended to provide general information in summary form only. Decor does not warrant the accuracy, adequacy or completeness of any information provided on the Decor Website or that any information is suitable for the requirements of users (including their specific dietary needs). It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, merchandise and other information provided through the Decor Website or on the internet generally.To the fullest extent allowable by law, Decor will not be liable to you or anyone else for any decision made or action taken by you or anyone else in reliance upon any information contained on or omitted from the Decor Website or for any other use by you or anyone else of the Decor Website or the content or services offered or provided by it. No guarantees of product availability Decor gives no guarantee to you of the availability or continuing availability of any particular item advertised on the Decor Website. Decor will not be liable to you should any product be out of stock or discontinued at any time, prior to removal of the advertisement from the Decor Website. No endorsement of third party sites Decor may provide links and pointers to Internet sites maintained by third parties from the Decor Website. Such linked sites are not under the control of Decor and Decor is not responsible for the contents (including the accuracy, legality or decency) of any linked site or any link contained in a linked site. Decor is providing these links to you only as a convenience, and the inclusion of any link does not imply approval or endorsement by Decor of the linked site. Decor is not responsible for the copyright compliance of any linked site. Decor will not be liable for any damages or loss arising in any way out of or in connection with or incidental to any information or third party service provided by any third party. Disclaimer Any information or pricing detailed on the Decor Website is updated regularly in an effort to ensure that it is up to date. However, any errors, omissions or irregularities on the Decor Website are strictly non-binding on Decor, to the fullest extent permissible by law. Where errors, omissions or irregularities occur the information provided to you at the point of sale will take precedence over what has been provided on the Decor Website.At no point is the information on the Decor Website intended to constitute a contractual agreement between Decor and any other person, except to the extent expressly stated to the contrary. No website service guarantee Decor provides no warranty to you that the services generally available through the Decor Website will be uninterrupted or error-free or that defects in the service will be corrected. You also understand that Decor cannot and does not guarantee or warrant to you that any files available for downloading through the Decor Website or delivered via electronic mail from Decor (including through the Decor Website) will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Decor Website for the reconstruction of any lost data.Our rights to use information you send us Decor welcomes ideas and feedback from you about all aspects of the Decor Website. You agree that Decor may reproduce, distribute, transmit, create derivative works of, and publicly display any materials and other information (including ideas for new or improved products and services) that you submit to the Decor Website or by email to Decor, subject to the Decor Privacy Policy. You acknowledge that you have full responsibility for any submissions or communications you make to the Decor Website or by email to Decor, including its legality and reliability and that you are not breaching any third party rights (including intellectual property rights) when you communicate with Decor. No guarantee as to the security of your information While Decor takes due care in ensuring the privacy and integrity of the information you provide, the possibility exists that this information could be unlawfully observed by a third party while in transit over the Internet or while stored on Decor systems or on the Decor Website. Decor disclaims all liability to you to the greatest extent possible pursuant to law should this occur. Indemnity To the fullest extent allowable by law, you agree to indemnify and to keep Decor indemnified for any third party claim or demand, right of action or claim for compensation made against Decor and for any injury, direct or indirect damage, loss, cost or expense or liability suffered by Decor in connection with your use of the Decor Website, your breach of these Terms and Conditions or your breach of any rights of third parties. General Provisions The Terms and Conditions are governed by the laws of Victoria Australia, even if you are not located or resident in Victoria. Each party submits to the jurisdiction of courts exercising jurisdiction there, and waives any right to claim that those courts are an inconvenient forum.Any provision of these Terms and Conditions that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of these Terms and Conditions nor affect the validity or enforceability of that provision in any other jurisdiction.

 

Decor Conditions of Sale.

1. Definitions: In these conditions:

“Application” means the account application form (if any) submitted by the Customer and accepted by Décor;

 “Contract” means the contract for the purchase of Goods comprising these conditions, the Application and the accepted Orders placed under this Contract;

“Customer” means any person that purchases Goods under this Contract;

“Décor” means The Décor Corporation UK Limited Company Number 12819625;

“Defect" or “Defective” means a defect or flaw in the Goods which prevents the Goods from being used for the purposes intended for such Goods or which makes the use of the Goods dangerous, but does not include anything which has been disclosed as a feature or limitation of the Goods by Décor before the date of purchase, or any defect or flaw that is

trivial or insubstantial;

“Excluded Loss” means any loss which is special, incidental, indirect or consequential and any loss of revenue, loss of income, loss of business, loss of profits, loss of goodwill or credit, loss of anticipated savings, loss of agreements or contracts, loss of business reputation or, future reputation or publicity, loss of use, loss of interest, damage to credit rating, or loss or denial of opportunity;

“Fees” means any and all cleared funds for all Goods supplied by Décor to the Customer, as well as all other amounts owing to Décor by the Customer under any other contract;

“Goods” means all products and services agreed to be supplied by Décor to the Customer from time to time under this Contract;

"Insolvency Event" means the happening of any of these events:

(a)          a party suspends payment of its debts generally, is or becomes unable to pay its debts;

(b)          a party enters into, or resolves to enter into, any arrangement, composition or compromise with, or assignment for the benefit of, its creditors or any class of them;

(c)          a receiver, receiver and manager, liquidator, provisional liquidator, administrator, trustee or similar official is appointed over any of the assets or undertakings of a party, an application, petition, or order is made for the winding up (whether solvent or insolvent)or dissolution of a party, or a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution of a party, except for the purpose of an amalgamation or reconstruction which has the other party’s prior consent;

(d)          a party goes or is declared bankrupt;

(e)          party ceases, or threatens to cease, to carry on all, or a material part, of its business;

(f)           the subject of a petition for an administration order or an application for an administration order, or an administrator is appointed to it or notice of intention to appoint an administrator is given, or any other step is taken by any person with a view to the Customer’s administration under the Insolvency Act 1986; and

(g)          the Customer suffers, or is subject to, any equivalent event, circumstance or procedure to those set out above in (a) to (f) above;

“Invoice” means the invoice issued by Décor to the Customer setting out the amount to be paid by the Customer; and

“Order” means any order for Goods placed by the Customer with Décor, in whatever form.

2. Contract: Unless Décor otherwise agrees in writing, this Contract is the only contract which shall apply to all Goods supplied by Décor, and Décor rejects the applicability of any purchase or other terms and conditions of the Customer.
3. Orders

3.1 Décor has sole discretion to accept or reject any Order or any variation, modification or cancellation of an Order requested by the Customer.

3.2 The minimum Order value is GBP 750 (excluding VAT or any other applicable sales tax), for any one delivery. The minimum Order value may be changed at the sole discretion of Décor by written notice to the Customer which will become effective for any Orders placed by the Customer after Décor gives any such notice.

3.3 If the Customer enters into this Contract on behalf of another natural person or legal entity, it represents and warrants that it has the authority to bind the Customer to this Contract. In addition to this natural person or legal entity, the Customer shall be jointly and severally liable for meeting all obligations under this Contract.

4. No reliance or representations: The Customer acknowledges and agrees that:

(a)          it has not relied on any service involving skill or judgment, or on any advice, recommendation or, information given by Décor regarding the Goods or their use or application;

(b)          no sale under these conditions constitutes a sale by sample;

(c)          neither Décor nor any person purporting to act on its behalf has made any representation which is not expressly set out in writing, about the fitness of the Goods for any particular purpose;

(d)          it alone is responsible for determining the fitness of the Goods for the purpose for which the Customer intends to use them;

(e)          any description of the Goods is given by way of identification only and the use of such description does not constitute a sale by description; and

(f)           any samples, drawings or advertising produced by Décor and any relevant descriptions or illustrations are produced for the sole purpose of giving an approximate idea of the Goods referred to in them and they shall not form part of this Contract nor have any contractual force.

5. Delivery

5.1 Décor will make all reasonable efforts to deliver the Goods to the Customer on the date agreed between the parties as the delivery date. However, the Customer acknowledges and agrees that time is not of the essence under this Contract and Décor shall not be liable for any failure to deliver or delay in delivery for any reason. If delivery is made based on certain Incoterms, this is expressly stated in an Order.

5.2 Décor will deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing.

5.3 On delivery of the Goods, the Customer must (itself or via its freight forwarding agent) sign Décor's delivery receipt.

5.4 Décor shall not be liable for any delay in delivery of the Goods or the Customer's failure to provide Décor with adequate delivery instructions or any other instructions that are relevant to the delivery or supply of the Goods.

5.5 Décor may deliver the Goods by instalments, which shall be invoiced and paid for separately. The Customer acknowledges and agrees that any delay in delivery or defect in an instalment will not entitle the Customer to cancel any other instalment.

6. Shortages and defects

6.1 The Customer must, as soon as possible after delivery, check the quantity of the Goods delivered against the quantity due to be delivered. Décor is not responsible for making good any shortage unless the Customer gives Décor notice of the shortage within 7 days after delivery. If Décor does not receive a notice under this clause, the Goods delivered will be considered to accord with the relevant order and to be accepted by the Customer.

6.2 The Customer must, as soon as possible after delivery, check whether the Goods were Defective when delivered. The Goods will be considered to have been delivered in good condition unless the Customer gives Décor notice of the Defect within 7 days after delivery. If the Customer gives Décor notice under this clause, it must:

(a)          preserve the Goods in the state in which they were delivered for 7 days after it gives Décor the notice;

(b)          during that period, allow Décor access to the Customer’s premises to inspect the Goods; and

(c)          at Décor’s request return the Goods to Décor at such location to be specified by Décor, within 7 days after the delivery date in the condition in which they were delivered and with all packaging material in as new condition as is reasonably possible in the circumstances.

7. Remedies for Defective Goods

7.1 Subject to clause 7.2 and the Customer’s compliance with clause 6.2, Décor’s liability in respect of Goods that are Defective is limited to any one of the following options as determined by Décor (in its sole discretion):

(a)          the repair or replacement of the Goods or the supply of equivalent Goods;

(b)          payment of the cost of replacing or repairing the Goods or of acquiring equivalent Goods; or

(c)          provision of a credit.

7.2 Décor will not have any obligations under clause 7.1 in any of the following events:

(a)          the Customer makes any further use of the Goods after giving notice in accordance with clause 6.2;

(b)          the Goods are Defective because the Customer failed to follow Décor's instructions as to the storage, use and maintenance of the Goods;

(c)          the Goods are Defective as a result of Décor following any design or instructions furnished by the Customer;

(d)          the Customer has altered or repaired the Goods without the written consent of Décor; and

(e)          the defect arises as a result of willful damage, negligence, or abnormal storage or use of the Goods.

7.3 The Customer acknowledges and agrees that:

(a)          the remedies set out in clause 7.1 are its sole and exclusive remedies in respect of any Defective Goods;

(b)          Décor shall have no obligation to refund or pay to Customer any credit that has been provided (including any unused credit); and

(c)          after Décor has provided or performed one of the options in clause 7.1, it has no further obligations or liability.in respective of the relevant Defective Goods.

8. Title and risk

8.1 Unless otherwise agreed in writing and without prejudice to any Incoterms that have been stated to apply in the Order, risk in the Goods purchased passes to the Customer when the Goods are delivered to the Customer. Title in and to the Goods passes to the Customer on the earlier of:

(a)          receipt of full payment of the Fees by Décor; and

(b)          the Customer reselling the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 8.3.

8.2 Until Décor receives full payment of the Fees:

(a)          the Customer holds the Goods as bailee for Décor;

(b)          the Customer must maintain the labelling and packaging of the Goods so that they are readily identifiable as the property of Décor;

(c)          not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(d)          maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(e)          give Décor such information as Décor may reasonably require from time to time relating to the Goods and the ongoing financial position of the Customer;

(f)           the Customer must not sell the Goods except in the ordinary course of the Customer’s business and only as permitted in and subject to clause 8.3;

(g)          if the Customer does sell the Goods in accordance with clause with clause 8.3, the Customer holds the proceeds of any sale of the Goods on trust for Décor until the Customer pays the Fees in full to Décor; and

(h)          in addition to any rights Décor may have under applicable laws, Décor may (i) require the Customer to deliver up all Goods in its possession that have not been resold; and/or upon reasonable notice, enter into any Customer premises where the Goods are, or it suspects the Goods are, located and remove them without committing a trespass, even though they may have been attached to other goods or land not owned by Décor. The Customer grants Décor an irrevocable right to enter such premises and indemnifies Décor against all loss suffered or incurred by Décor (including any Excluded Loss) as a result of entering any such premises; and

(i)           the Customer acknowledges and warrants that Décor has a security interest in any proceeds from the sale of the Goods in accordance with clause 8.3 until Décor receives full payment of the Fees. The Customer must, at its cost, do all such acts and execute all deeds and other documents which are reasonably required by Décor to enable Décor to register, confirm and perfect its security interest, with the priority that Décor requires and to maintain that registration.

8.3 Subject to clauses 8.4 and 8.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Décor receives payment of the Fees, in which case title to the Goods shall pass from Décor to the Customer immediately before the time at which resale by the Customer occurs.

8.4 At any time before title to the Goods passes to the Customer, Décor may by notice in writing, terminate the Customer’s right under clause 8.3 to resell the Goods or use them in the ordinary course of its business.

8.5 In respect of any Goods that the Customer resells, it shall do so as principal in its own name and for its own account. The Customer shall not at any time have the right to represent Décor as agent or otherwise, and shall not hold itself out as Décor’s agent.

8.6 Décor’s rights under this clause 8 secure:

(a)          Décor’s right to receive the price of the Goods; and

(b)          all other amounts owing to Décor under this Contract and any other contract.

9. Price

9.1 Unless otherwise agreed in writing, the price for the Goods shall be the price as determined by Décor at the date of the Order. Any price indications or price lists provided by Décor to the Customer or otherwise made available to the Customer are subject to alteration in accordance with the price applicable at the date of delivery.

9.2 All sums payable under this Contract are exclusive of VAT (or any other applicable sales tax) for which the Customer shall be charged in addition thereto. If following the conclusion of an Order, but before the delivery of the Goods, the VAT rates or other taxes or charges are changed, Décor shall be entitled to change the price(s) accordingly and the Customer shall pay the revised price. The Customer is responsible for paying any other duties, taxes or charges, including any stamp duty (if applicable), in relation to the Goods.

10. Payment and Termination

10.1 Subject to clause 10.3 and 10.4, and unless otherwise agreed in writing by Décor the Customer shall pay all invoices within 30 days after the date that Décor issues an invoice to the Customer.

10.2 Décor may charge interest on any overdue amount at a per annum rate equal to two percent (2%) above the then current base rate of the Bank of England at the date the payment was due from the due date until payment in full is made.

10.3 If the Customer:

(a)          makes defaults on any payments or sums due under or in connection with this Contract;

(b)          breaches any term of this Contract; or

(c)          suffers an Insolvency Event,

then:

(d)          Décor may, at its option and in its discretion, withhold further deliveries or cancel any Order and/or this Contract on written notice to the Customer and without prejudice to any other action or remedy which Décor has or might otherwise have under this Contract or at law or in equity; and

(e)          all moneys owing to Décor on any Invoice and irrespective of whether the due date on any Invoice has occurred or passed shall become immediately due and payable by the Customer.

10.4 The Customer shall compensate Décor for any loss (including any Excluded Loss) that Décor suffered as a result or in connection with the suspension, cancellation or termination of any Order and/or this Contract.

10.5 Termination or expiry of this Contract for any reason shall not affect or prejudice (i) any of the parties’ accrued or outstanding rights or obligations at the time of termination or expiry; and (ii) the provisions of this Contract which expressly, or by their nature, survive termination.

11. Limitation of liability

11.1 Nothing in this Contract limits or excludes Décor's liability:

(a)          for death or personal injury arising out of its negligence, or that of its personnel;

(b)          for losses suffered arising out of Décor's (or its personnel’s) fraud, willful misconduct or the tort of deceit; or

(c)          any liability that cannot, by law, be excluded or limited.

11.2 Except only for those rights and remedies that the Customer has in respect of the Goods which cannot be lawfully excluded, restricted or modified and to the extent permitted by law:

(a)          Décor excludes all liability to the Customer for any Excluded Loss howsoever caused even if Décor has been advised of its possibility or such Excluded Loss is reasonably foreseeable;

(b)          all conditions, implied terms and warranties, whether statutory or otherwise, (including, but not limited to, sections 13 to 15 of the Sale of Goods Act 1979) are excluded in relation to the Goods; and

(c)          Décor is not liable to the Customer for any loss, howsoever caused, which the Customer suffers, incurs or is liable for in connection with supply of the Goods under the Contract.

11.3 Subject to clauses 11.1 and 11.2, Décor’s aggregate liability, whether in contact or tort (including negligence), arising under or in connection with this Contract shall not exceed the amount paid by Customer to Décor for the Goods.

12. Force majeure: Décor is not liable for any failure to perform any of its obligations under this Contract because of any event beyond its reasonable control. If this occurs, Décor may, without liability, suspend performance of any obligations under this Contract while the event continues or may, without liability, terminate any affected Order or this Contract immediately by giving the Customer written notice.
13. Intellectual Property Rights: The purchase of Goods under this Contract does not confer on the Customer any licence or assignment of any copyright, patent, design or trademark, or any other intellectual property right (whether registered, registrable or not) (“Intellectual Property Rights”) that subsists in the Goods. The Customer warrants that any design or instruction furnished to Décor shall not be such as will cause Décor to infringe any Intellectual Property Rights in the execution of the Customer’s Order. The Customer must indemnify Décor against any loss (including any Excluded Loss) that may be incurred by Décor as a result of or in connection with any actual or alleged claim that the use of the Goods in accordance with any design or instruction by the Customer or otherwise in accordance with any Order constitutes an infringement or unauthorised use of any (including any third party’s) Intellectual Property Rights.
14. Credit Information

14.1 The Customer agrees for Décor to obtain from a credit reporting body, credit reporting information containing credit information about the Customer in relation to credit provided by Décor.

14.2 The Customer agrees that Décor may exchange information about the Customer with those credit providers either named as trade referees by the Customer or named in a consumer credit report issued by a credit reporting body for the following purposes:

(a)          to assess an application by the Customer;

(b)          to notify other credit providers of a default by the Customer;

(c)          to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit providers; and/or

(d)          to assess the creditworthiness of the Customer.

14.3 The Customer acknowledges and agrees that the information exchanged can include anything about the Customer's creditworthiness, credit standing, credit history or credit capacity.

14.4 The Customer agrees to Décor being given a consumer credit report to collect overdue payment on commercial credit.

14.5 The Customer agrees that Décor may give information about the Customer to a credit reporting body for the following purposes:

(a)          to obtain a consumer credit report about the Customer; and

(b)          allow the credit reporting body to create or maintain a credit information file containing information about the Customer.

15. Privacy

15.1 In respect of any personal data that Customer provides to Décor (including, but not limited to, where credit reporting information contains personal data), the Customer undertakes and warrants that:

(a)          it has satisfied a statutory ground under applicable data protection laws permitting it to transfer the personal data to Décor for Décor to use for the purposes set out in this Contract;

(b)          it has delivered to the relevant individuals such information as is required by data protection laws; and

(c)          any personal data it provides to Décor is accurate and up to date.

15.2 Décor will use any personal data in accordance with its privacy notice at www.decor.com.au/privacy-policy/. If the Customer provides personal data of, or on behalf of, any individuals to Décor it shall direct them to Décor’s privacy notice.

16. General

16.1 If any provision of this Contract or its application to any person or circumstance is or becomes invalid, illegal or unenforceable the provision shall, so far as possible, be read down to such extent as may be necessary to ensure that it is not invalid, illegal or unenforceable. If any provision or part of it cannot be so read down the provision or part of it shall be deemed to be void and severable and the remaining provisions of the Contract shall not in any way be affected or impaired.

16.2 This Contract may be varied by the parties in writing only.

16.3 The Customer may not assign its rights under this Contract without Décor’s prior written consent. Décor may assign, transfer or sub-contract the rights under, or the benefit of, this Contract (in whole or in part) to any third party.

16.4 This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

16.5 Décor's waiver of a breach of this Contract or of any right or power arising on a breach of this Contract must be in writing and signed by Décor. A right or power arising on a breach of this Contract is not waived by any failure to exercise or delay in exercising that or any other right or power.

16.6 These conditions contain the whole agreement between the Customer and Décor relating to the subject matter of these conditions and supersede all prior agreements, arrangements and understandings between the Customer and Décor, whether oral or written, relating to that subject matter.

16.7 This Contract does not confer any right or benefit on any person not a party to it (within the meaning of the Contracts (Rights of Third Parties) Act 1999).

16.8 Any Order may be executed in any number of counterparts, and by the parties in separate counterparts, which together constitute one single agreement between the parties.

16.9 Décor may revise these conditions at any time and will give the Customer reasonable notice of those changes to these conditions. By continuing to place Orders the Customer acknowledges and agrees to those changes to these conditions of delivery.