Privacy policy

13. Personal Property Securities Act 2009 ("PPSA")

13.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.
13.2 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods and/or collateral (account) — being a monetary obligation of the Client to Savoy for any ancillary Services — that have previously been supplied and that will be supplied in the future by Savoy to the Client.
13.3 The Client undertakes to:

(a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Savoy may reasonably require to; 8

(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;

(ii) register any other document required to be registered by the PPSA; or

(iii) correct a defect in a statement referred to in clause 13.3(a)(i) or 13.3(a)(ii);

(b) indemnify, and upon demand reimburse, Savoy for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby;

(c) not register a financing change statement in respect of a security interest without the prior written consent of Savoy;

(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favour of a third party without the prior written consent of Savoy;

(e) immediately advise Savoy of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.

13.4 Savoy and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.
13.5 The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
13.6 The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
13.7 Unless otherwise agreed to in writing by Savoy , the Client waives their right to receive a verification statement in accordance with section 157 of the PPSA.
13.8 The Client must unconditionally ratify any actions taken by Savoy under clauses 13.3 to 13.5.
13.9 Subject to any express provisions to the contrary nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

14. Security and Charge

14.1 In consideration of Savoy agreeing to supply the Goods, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
14.2 The Client indemnifies Savoy from and against all Savoy’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Savoy’s rights under this clause. 9
14.3 The Client irrevocably appoints Savoy and each director of Savoy as the Client's true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 14 including, but not limited to, signing any document on the Client's behalf.

15. Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)

15.1 The Client must inspect the Goods on delivery and must within thirty (30) days of delivery notify Savoy in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Client must notify any other alleged defect in the Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification the Client must allow Savoy to inspect the Goods. The Client will inspect all Goods upon delivery and will within 48 hours of delivery give written notice to Savoy of any matter or thing by which the client alleges that the Goods are not in accordance with the client's order. Failing such notice, subject to any contrary provision applying under the ACL or other law, the Goods will be deemed to have been delivered to and accepted by the Client.
15.2 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non- Excluded Guarantees).
15.3 Savoy acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
15.4 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, Savoy makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Goods. Savoy’s liability in respect of these warranties is limited to the fullest extent permitted by law.
15.5 If the Client is a consumer within the meaning of the CCA, Savoy’s liability is limited to the extent permitted by section 64A of Schedule 2.
15.6 If Savoy is required to replace the Goods under this clause or the CCA, but is unable to do so, Savoy may refund any money the Client has paid for the Goods. Savoy will not be liable for any consequential losses.
15.7 If the Client is not a consumer within the meaning of the CCA, Savoy’s liability for any defect or damage in the Goods is:

(a) limited to the value of any express warranty or warranty card provided to the Client by Savoy at Savoy’s sole discretion;

(b) limited to any warranty to which Savoy is entitled, if Savoy did not manufacture the Goods;

(c) otherwise negated absolutely.

10 15.8 Subject to this clause 15, returns will only be accepted provided that:

(a) the Client has complied with the provisions of clause 15.1; and

(b) Savoy has agreed that the Goods are defective; and

(c) the Goods are returned within a reasonable time at the Client's cost (if that cost is not significant); and

(d) the Goods are returned in as close a condition to that in which they were delivered as is possible.

15.9 Notwithstanding clauses 15.1 to 15.8 but subject to the CCA, Savoy shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:

(a) the Client failing to properly maintain or store any Goods;

(b) the Client using the Goods for any purpose other than that for which they were designed;

(c) the Client continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably prudent operator or user;

(d) the Client failing to follow any instructions or guidelines provided by Savoy or the manufacturer; (e) fair wear and tear, any accident, or act of God.

15.10 Returns liable to rejection

Without in any way limiting our discretion to refuse to accept the return of any Goods, then subject to any contrary provision applying under the ACL or other law the following Goods will not be returnable:

15.10.1 any Goods that have been held by the Buyer for more than seven (7) days; or
15.10.2 any Goods which are not in original condition including packaging; or
15.10.3 any Goods that are manufactured as made to order ("mto") items unless defective. Any manufacturing surcharge is non refundable.
15.11.1 A Goods Return Credit ("GRC") authority number must be obtained from Savoy prior to the return of any Goods;
15.11.2 The Client must provide the invoice number and the date of purchase before a GRC will be issued;
15.11.3 The GRC authority number must be clearly marked on the packaging of Goods returned to us.
15.11.4 Failure to comply with this clause may at Savoy’s sole discretion result in Savoy refusing to accept delivery of the returned Goods.
15.12.1 Notwithstanding anything contained in this clause if Savoy is required by a law to accept a return then Savoy will only accept a return on the conditions imposed by that law.

16. Intellectual Property

16.1 Where Savoy has designed, drawn or developed Goods for the Client, then the copyright in any designs and drawings and documents shall remain the property of Savoy.
16.2 The Client warrants that all designs, specifications or instructions given to Savoy will not cause Savoy to infringe any patent, registered design or trademark in the 11 execution of the Client's order and the Client agrees to indemnify Savoy against any action taken by a third party against Savoy in respect of any such infringement.
16.3 The Client agrees that Savoy may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which Savoy has created for the Client.

17. Default and Consequences of Default

17.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate_of one and a quarter percent (1.25% per calendar month (and at Savoy’s sole discretion such interest shall compound monthly at such a rate) after as well as on any judgment.
17.2 If the Client owes Savoy any money the Client shall indemnify Savoy from and against all costs and disbursements incurred by Savoy in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Savoy’s contract default fee, and bank dishonour fees).
17.3 Further to any other rights or remedies Savoy may have under this contract, if a Client has made payment to Savoy , and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by Savoy under this clause 17 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client's obligations under this agreement.
17.4 Without prejudice to any other remedies Savoy may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions Savoy may suspend or terminate the supply of Goods to the Client. Savoy will not be liable to the Client for any loss or damage the Client suffers because Savoy has exercised its rights under this clause.
17.5 Without prejudice to Savoy’s other remedies at law Savoy shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Savoy shall, whether or not due for payment, become immediately payable if:

(a) any money payable to Savoy becomes overdue, or in Savoy’s opinion the Client will be unable to make a payment when it falls due;

(b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or

(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

18. Cancellation

18.1 Savoy may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice Savoy shall repay to the Client any money paid by the Client for the Goods. Savoy shall not be liable for any loss or damage whatsoever arising from such cancellation. 12
18.2 In the event that the Client cancels delivery of Goods the Client shall be liable for any and all loss incurred (whether direct or indirect) by Savoy as a direct result of the cancellation (including, but not limited to, any loss of profits).
18.3 Cancellation of orders for Goods made to the Client's specifications, or for nonstocklist items, will NOT be accepted once production has commenced, or an order has been placed.

19. Privacy Act 1988

19.1 The Client agrees for Savoy to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name, address, D.O.B, occupation, previous credit applications, credit history) about the Client in relation to credit provided by Savoy’s
19.2 The Client agrees that Savoy may exchange information about the Client with those credit providers and with related body corporates for the following purposes:

(a) to assess an application by the Client; and/or

(b) to notify other credit providers of a default by the Client; and/or

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

(d) to assess the creditworthiness of the Client including the Client's repayment history in the preceding two years.

19.3 The Client consents to Savoy being given a consumer credit report to collect overdue payment on commercial credit.
19.4 The Client agrees that personal credit information provided may be used and retained by Savoy for the following purposes (and for other agreed purposes or required by):

(a) the provision of Goods; and/or

(b) analysing, verifying and/or checking the Client's credit, payment and/or status in relation to the provision of Goods; and/or

(c) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or

(d) enabling the collection of amounts outstanding in relation to the Goods.

19.5 Savoy may give information about the Client to a CRB for the following purposes:

(a) to obtain a consumer credit report;

(b) allow the CRB to create or maintain a credit information file about the Client including credit history.

19.6 The information given to the CRB may include:

(a) personal information as outlined in 19.1 above;

(b) name of the credit provider and that Savoy is a current credit provider to the Client; 13

(c) whether the credit provider is a licensee;

(d) type of consumer credit;

(e) details concerning the Client's application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested);

(f) advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the Client no longer has any overdue accounts and Savoy has been paid or otherwise discharged and all details surrounding that discharge (e.g. dates of payments);

(g) information that, in the opinion of Savoy, the Client has committed a serious credit infringement;

(h) advice that the amount of the Client's overdue payment is equal to or more than one hundred and fifty dollars ($150).

19.7 The Client shall have the right to request (by e-mail) from Savoy:

(a) a copy of the information about the Client retained by Savoy and the right to request that Savoy correct any incorrect information; and

(b) that Savoy does not disclose any personal information about the Client for the purpose of direct marketing.

19.8 Savoy will destroy personal information upon the Client's request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this agreement or is required to be maintained and/or stored in accordance with the law.
19.9 The Client can make a privacy complaint by contacting Savoy via e-mail. Savoy will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at www.oaic.gov.au.

20. Dispute Resolution

20.1 If a dispute arises between the parties to this contract then either party shall send to the other party a notice of dispute in writing adequately identifying and providing details of the dispute. Within fourteen (14) days after service of a notice of dispute, the parties shall confer at least once, to attempt to resolve the dispute. At any such conference each party shall be represented by a person having authority to agree to a resolution of the dispute. In the event that the dispute cannot be so resolved either party may by further notice in writing delivered by hand or sent by certified mail to the other party refer such dispute to arbitration. Any arbitration shall be:

(a) referred to a single arbitrator to be nominated by the President of the Institute of Arbitrators Australia; and

(b) conducted in accordance with the Institute of Arbitrators Australia Rules for the Conduct of Commercial Arbitration. 14

21. General

21.1 The failure by Savoy to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Savoy’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
21.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales in which Savoy has its principal place of business, and are subject to the jurisdiction of the courts in New South Wales.
21.3 Subject to clause 15, Savoy shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by Savoy of these terms and conditions (alternatively Savoy’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
21.4 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by Savoy nor to withhold payment of any invoice because part of that invoice is in dispute.
21.5 Savoy may license or sub-contract all or any part of its rights and obligations without the Client's consent.
21.6 The Client agrees that Savoy may amend these terms and conditions at any time. If Savoy makes a change to these terms and conditions, then that change will take effect from the date on which Savoy publishes the updated terms on this site which will be deemed direct written notification to the Client of such change. Without derogating from other provisions of these Terms, the Client will in addition be taken to have expressly and/or impliedly accepted such changes if the Client makes a further request for Savoy to provide Goods to the Client.
21.7 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
21.8 You understand and agree that your use of this web site and any services or content provided (the "service") is made available and provided to you at your own risk. It is provided to you "as is" and we expressly disclaim all warranties of any kind, implied or express, including but not limited to the warranties of merchantability, fitness for a particular purpose, and non-infringement.
21.9 Savoy makes no warranty, implied or express, that any part of the service will be uninterrupted, error-free, virus-free, timely, secure, accurate, reliable, of any quality, nor that any content is safe in any manner for download. You understand and agree that neither Savoy nor any participant in the service provides professional advice of any kind and that use of such advice or any other information is solely at your own risk and without our liability of any kind. 15
21.10 We reserve all of our rights, including but not limited to any and all copyrights, trademarks, patents, trade secrets, and any other proprietary right that we may have in our web site, its content, and the goods and services that may be provided. The use of our rights and property requires our prior written consent. We are not providing you with any implied or express licenses or rights by making services available to you and you will have no rights to make any commercial uses of our web site or service without our prior written consent.
21.11 In the event that this Terms of Use conflicts with any law under which any provision may be held invalid by a court with jurisdiction within NSW, Australia, such provision will be interpreted so as to give effect to the intentions of the parties in accordance with applicable law, and the remainder of this Terms of Use will remain valid and intact; (ii) The failure of either party to assert any right under this Terms of Use shall not be considered a waiver of any that party's right and that right will remain in full force and effect; (iii) You agree that without regard to any statute or contrary law that any claim or cause arising out of this web site or its services must be filed within one (1) year after such claim or cause arose or the claim shall be forever barred; (iv) Where Savoy assigns its rights and obligations under these Terms of Use and Savoy shall be relieved of any further obligation.

22 Electronic Transactions Act 2000

Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that Act