Terms and Conditions
1. About Us
Matthews Bronze Pty Ltd ACN 007 171 486 trading as Arrow Bronze (AB, we, us or our) and the Customer (you, and your).
2. About this document
2.1 This document sets out the terms and conditions (Terms) that apply to our users of our website and purchasers of our products. Products and goods have the same meaning for the purpose of these terms.
2.2 Our Agreement with you is made up of:
(a) these Terms; and
(b) the Order Form.
2.3 In the event of conflict, our Terms take precedence over the Order Form to the extent of the conflict.
3. Convention on Contracts for the International Sale of Goods
The UN Convention on Contracts forthe International Sale of Goods does not apply to these terms or any sales of goods to you and is expressly excluded.
4. Orders and Refunds
4.1 You may place an order for goods through or website or via email by using an order form (Order Form).
4.2 By placing an order with us you are offering to enter into an agreement for the sale of goods with us.
4.3 Only once an order is accepted by us in writing, it becomes an agreement for the sale of goods to you,
however, we may cancel an order or sale agreement at any time prior to dispatch including where we detect fraud or where we suspect the infringement of IP Rights.
4.4 On occasion we may not have stock of an item, in which case:
(a) we may offer you an alternative;
(b) offer you a refund and cancel the agreement; or
(c) keep your order current for a period of 30 days pending and ship your order upon receipt of more stock.
4.5 We will issue refunds:
(a) where we cancel an order in accordance with this clause 4 or any other part of these terms;
(b) where we agree to your cancellation of an order;
(c) to the credit card or other payment source used to pay for goods at the time of the order;
and
(d) where we are required to by law.
4.6 You may not cancel an order once we have accepted it.
5. Product Specifications
5.1 Our goods are in most cases built to order, and are reliant upon you
providing us with –
(a) clear instructions;
(b) correct spelling and punctuation;
and
(c) anything else we require.
5.2 We are not liable for any defects in goods where you breach this clause 5, or you submit duplicate or conflicting orders.
5.3 We reserve the right to follow standard conventions in punctuation, spelling and grammar as defined by the Style Manual – © Commonwealth of Australia 2002 and the Oxford Dictionary. Our goods will be manufactured using these conventions unless expressly specified otherwise by you in an Order Form.
5.4 We reserve the right in our discretion to choose the layout, case and font of inscription on the goods based on experience, graphic art convention, good aesthetics and manufacturing constraints. Our goods will be manufactured using these conventions unless you expressly specify otherwise in an Order Form.
5.5 We will manufacture the goods to dimensions specified as width (first) and height (second). Thickness of the goods shall be at our discretion unless expressly specified in an order.
5.6 Features and specifications of goods on our website:
(a) are subject to change without notice;
(b) are only a guide and should not solely be relied upon in determining whether to purchase goods.
5.7 Weights, dimensions and volumes of goods are approximate and may slightly vary.
6. Delay, Ownership and Responsibility
6.1 Responsibility and risk in goods passes to you upon dispatch from our warehouse.
6.2 Ownership in goods passes to you upon receipt of full payment to us, and you grant us a security interest (within the meaning of the PPS Law) in all goods we supply to you.
6.3 Unless you do so sooner, you are deemed to have accepted the goods 2 days after delivery.
6.4 On occasion something outside of our control may delay shipment of goods, we are not liable for any such delay.
6.5 Estimated shipping and delivery dates generated by us or our website are estimates only and may vary depending on the courier or postal service.
6.6 We will nominate the method of delivery used depending upon the shipping address of the goods.
7. Personal Property Securities
7.1 This clause applies to the extent that the agreement we have with you provides for or contains a ‘security interest’ for the purposes of the Personal Property Securities Act 2009 (Cth) (PPS Law) (or part of it). The security interest granted to us is a ‘purchase money security interest’ (PMSI) to the extent that it can be under section 14 of the PPS Law.
7.2 We may register our security interest. You must do anything (such as obtaining consents and signing documents) which we require for the purposes of:
(a) ensuring that our security interest is enforceable, perfected and otherwise effective under the PPS Law;
(b) enabling us to gain first priority (or any other priority agreed to us in writing) for our security interest; and
(c) enabling us to exercise rights in connection with the security interest.
7.3 Our rights under our agreement with you are in addition to and not in substitution for our rights under other law (including the PPS Law) and we may choose whether to exercise rights under our agreement and/or under such other law, as we see fit.
7.4 The following provisions of the PPS Law do not apply and, for the purposes of section 115 of the PPS Law are “contracted out” of our agreement with you in respect of goods that are not used predominantly for personal, domestic or household purposes, section -
(a) 95 (notice of removal of accession to the extent it requires us to give a notice to you);
(b) 96 (retention of accession),
(c) 125 (obligations to dispose of or retain collateral);
(d) 130 (notice of disposal to the extent it requires us to give a notice to you);
(e) 132(3)(d) (contents of statement of account after disposal);
(f) 132(4) (statement of account if no disposal);
(g) 135 (notice of retention);
(h) 142 (redemption of collateral);
and
(i) 143 (re-instatement of security agreement).
7.5 The following provisions of the PPS Law - section 123 (seizing collateral); section 126 (apparent possession); section 128 (secured party may dispose of collateral); section 129 (disposal by purchase); and section 134(1) (retention of collateral), confer rights on us. You agree that in addition to those rights, we shall, if there is default by you, have the right to seize, purchase, take possession or apparent possession, retain, deal with or dispose of any goods, not only under those sections but also, as additional and independent rights, under our agreement with you and you agree that we may do so in any manner we see fit including (in respect of dealing and disposal) by private or public sale, lease or licence.
7.6 You waive your rights to receive a verification statement in relation to registration events in respect of commercial property under section 157 of the PPS Law.
7.7 The parties agree not to disclose information of the kind that can be requested under section 275(1) of the PPS Law. You must do everything necessary on your part to ensure that section 275(6)(a) of the PPS Law continues to apply. The agreement in this sub-clause is made solely for the purpose of allowing to us the benefit of section 275(6)(a) and we shall not be liable to pay damages or any other compensation or be subject to injunction if we breach this sub-clause.
7.8 You must not create, purport to create or permit to be created any ‘security interest’ (as defined in PPS Law) in the goods other than with our express written consent.
7.9 You must take all steps including registration under PPS Law as may be required to:
(a) ensure that any security interest arising under or in respect of the sub-hire is enforceable, perfected and otherwise effective under the PPS Law;
(b) enabling us to gain (subject always to our rights) first priority (or any other priority we agree to in writing) for the security interest; and
(c) enabling each of us to exercise our respective rights in connection with the security interest. 7.10 We may recover from you the cost of doing anything under this clause 7, including registration fees and the costs of notification.
8. Quotations, Pricing and Terms
8.1 Where we provide you with a quotation, it is an estimate only and is subject to amendment or withdrawal.
8.2 Quotations are only valid for a period of 7 days unless withdrawn or amended sooner.
8.3 Prices on our website, any Order Form or quotation:
(a) are subject to change without notice;
(b) are correct except in the case of manifest error;
(c) include Australian GST;
(d) does not include any levy, charges or taxes other than GST;
(e) exclude delivery costs which are calculated at checkout or upon acceptance of an Order.
8.4 Where we extend you payment terms, you must pay all Invoices within 30 days.
8.5 We may charge interest on overdue payments at the Default Rate.
9. Our relationship with you
You are an independent of us. You are not our employee or agent and have no authority to act on our behalf or to bind us. You must not allow any person to believe otherwise.
10. Website Content
10.1 Our website may include:
(a) advertisements; and
(b) third party services.
10.2 Our website may link to external landing pages or other locations. Unless stated otherwise:
(a) we do not control, approve, endorse or sponsor any such websites, landing pages or their content;
(b) we do not have the approval, sponsorship, endorsement or affiliation of any such websites; and
(c) we do not provide any warranty or take any responsibility for any aspect of those websites, landing pages or their content.
11. Third Party Services
11.1 Our website may rely upon third party services including address verification, pop ups or fraud prevention tools (Third Party Services).
11.2 Where third Party Services do not function properly, our website may not function properly, and ordering may be impacted.
11.3 You acknowledge that the failure of a Third-Party Services is not a defect in our website.
11.4 Where you acknowledge something, you agree that your use of our website is subject to these acknowledgments.
12. Security
12.1 You must ensure and warrant that you will not introduce into our website or our servers any:
(a) malware, adware, viruses, or Trojans;
(b) other content or material which may be detrimental to us or our website.
12.2 Your access and use of our website is at your own risk.
12.3 The internet is not secure. Material passing over the internet may be intercepted, altered or corrupted in storage or transit.
12.4 We do not promise that our website:
(a) is free from errors;
(b) will operate without interruption; or
(c) is free from anything which may damage your computer or data including viruses and malware.
12.5 You should always ensure you have up-to-date antivirus and firewall security in place when using the internet.
12.6 We may at any time, in our sole discretion and without notice to you, restrict, suspend or limit access to and use of our website.
13. Limited license
13.1 You have a limited license to use our website subject to these terms.
13.2 You must not:
(a) reverse engineer, adapt, disassemble, decompile, copy or replicate our website or any part of it; and
(b) do anything which compromises or adversely impacts the operation of our website.
14. Privacy
14.1 We will handle all personal and sensitive information in accordance with our privacy policy and in a manner consistent with the Privacy Act 1988 (Cth).
14.2 By placing an order with us you consent to receiving electronic messages including SMS and email promoting our goods and services.
14.3 You consent to the collection, use, disclosure and storage of personal information, and sensitive information in order to use our website (and acquire goods) including the terms of our Privacy Policy and Collection Statement.
14.4 You consent to our use of personal information for marketing purposes. We will never use sell your personal information, and sensitive information. You may opt out of receiving communications from us at any time, however, our website ordering process may not work in some circumstances where you do.
15. Intellectual Property
15.1 We own the IP Rights in:
(a) our website;
(b) in the trademarks that appear on our website (unless those trademarks are licensed for use); and
(c) the goods, their content and design.
15.2 You must not:
(a) do anything which may infringe, jeopardise or challenge such rights;
(b) commercialise or attempt to commercialise such rights.
15.3 Unless otherwise indicated, copyright in the goods, our website and its contents belongs to us.
15.4 You may:
(a) publish a link to our website;
(b) make a temporary copy of part or all of this website on your computer for the sole purpose of viewing it; and
(c) print a hardcopy of a whole page of our website as long as no part of the page (including any copyright notice) is edited, modified or deleted in any way.
15.5 Unless permitted by law and subject to this clause 15, you must not, without our prior written consent:
(a) otherwise reproduce, adapt, store in a retrieval system, transmit, print, display, perform, publish, broadcast or create derivative works from:
(i) any part of our website or its contents; or
(ii) the goods we supply you.
(b) cause any part of our website or its contents to be framed or included in another website.
16. Gift or Credit vouchers
We may issue gift or credit vouchers, where we do, they may only be used on our website and unless required by law cannot be redeemed for cash.
17. Liability
17.1 If we supply goods or services of a kind ordinarily acquired for personal, domestic or household (PDH) use or consumption, you may have rights under the Australian Consumer Law (ACL) including Consumer Guarantee Rights. Nothing in these terms limits those rights and remedies in any way.
17.2 If we supply goods or services not of a kind ordinarily acquired for PDH use or consumption and costing no more than $100,000:
(a) in relation to those goods, our liability for failure to comply with a Consumer Guarantee (other than certain guarantees about ownership and undisturbed use) is limited to:
(i) replacing the goods or supplying equivalent ones;
(ii) repairing the goods;
(iii) paying the cost of replacing the goods or of acquiring equivalent ones; or
(iv) paying the cost of having the goods repaired; and
(b) in relation to those services, our liability for failure to comply with a Consumer Guarantee is limited to:
(i) supplying the services again; or
(ii) paying the cost of having the services supplied again.
17.3 Subject to clauses 17.2(a) and 17.2(b):
(a) any representation, warranty, condition or undertaking that would be implied in a sale agreement by legislation, common law, equity, trade,custom or usage or otherwise is excluded, to the fullest extent permitted by law.
(b) Neither party is liable for Consequential Loss.
(c) To the extent permitted by law, our liability (including for any Claim or Loss) is capped at $500 in the aggregate.
18. Warranty
To the extent permitted by law and subject to the limitations of liability in clause 17 -
(a) in addition to any statutory warranties that you may have, we warrant that our products will be free of defective workmanship or materials for a period of 3 months from the date of delivery.
(b) we are not liable for damage caused to our products where you use cleaning or maintenance products other than those approved by us in our care instructions.
19. Reviews, content sharing and social media
19.1 Subject to clause 19.2, you may:
(a) share any blog posts, reviews and articles published on this website on other websites or via social media websites or social media services; and
(b) share any other content on this website via social media if we provide you with the means for doing so, e.g. if we provide a hyperlink, button or other means of sharing it via social media.
19.2 You may only share content from this website if you:
(a) include a hyperlink to the original content on this website;
(b) do not claim, suggest or infer that the content belongs to
anyone other than us; and
(c) do not commercialise it, e.g. by charging people to access it or including it in a paid publication.
19.3 Where you review any product you warrant that it must be truthful and free of any unlawful content including defamatory content. We reserve theright to remove any review which contravenes these terms.
20. Suspension
(a) We may suspend your use of our website where you breachany of our terms.
(b) If we suspend you from using our website we are not obliged to fulfil any order you place.
21. Notice
21.1 We may send notices to you by Electronic Messaging.
21.2 Otherwise, any notice or consent to be given under a Service Agreement must be in writing addressed to the relevant Party at its Contact Address.
22. Force Majeure
We are excused from our obligations under an Agreement to the extent that a Force Majeure prevents or hinders us.
23. Miscellaneous
(a) We may amend these Terms from time to time by giving you written notice. Amendments will not apply retrospectively.
(b) You may not assign any part of your rights or obligations under these terms without our prior written consent.
(c) The parties rights, remedies and powers under these terms are cumulative and not exclusive of any rights, remedies or powers provided to us by law.
(d) If we overlook a breach of these terms on one or more occasions, we are not taken to have agreed to any future breach.
(e) If a provision of these terms is unenforceable it must be read down, to the point of severance if necessary.
(f) These terms constitute the entire agreement between you and us in relation to its subject matter and supersede all other agreements, arrangements or understandings.
(g) These terms are not to be construed against a party because that party was responsible for its preparation.
(h) You are free to negotiate any of these terms with us prior toplacin g an order. The terms are
only varied upon our written agreement.
(i) These terms are governed exclusively by the law of Victoria, Australia, and any dispute may only be heard in the Courts of Victoria Australia.
24. Dictionary
Claim means any claim, demand, action, proceeding or legal process(inclu ding by way of set off, crossclaim
or counterclaim).
Confidential Information includes the terms of a contract, designs, and other information which by its nature is confidential and which is not in the public domain otherwise than by a breach of the confidentiality obligations under these Terms.
Consequential Loss means
(a) economic loss;
(b) business interruption;
(c) loss of revenue, profits, actual or potential business opportunities or contracts;
(d)anticipated savings;
(e) loss of profits;
(f) loss of data;
(g) an obligation to indemnify another person;
(h) an obligation to contribute to the compensation of loss or damage suffered by another person and
(i) consequential loss within the meaning of Environmental Systems Pty Ltd v Peerless Holdings Pty Ltd [2008] VSCA 26.
Contact Address means, in relation to a party, the postal or business address, email address or other address or identifier most recently notified as the party’s address for communications (being as notified in a Service Agreement, until further notice.)
Customer means the person so specified in an Agreement with us.
Default means, a breach of these Terms or an Agreement for which either party has issued a Default notice outlining the breach.
Default Rate means a rate which is 2% higher than the penalty rate fixed under s3 of the Penalty Interest Rate Act 1983 (Vic) from time to time.
Electronic Messaging means Email, SMS and MMS.
Force Majeure means anything beyond the reasonable control of a party and includes an act of God, a pandemic and a public health declaration.
Invoice means a statement of Charges that have accrued and/or are payable in advance.
IP Rights means all industrial and intellectual property rights of any kind which may subsist in Australi a or anywhere else in the world, including without limitation:
(a) patents, copyright, rights in circuit layouts, designs, trademarks (including goodwill in those marks) and domain names;
(b) any application or right to apply for registration of any of the rights referred to in paragraph (a) of this definition; and
(c) all rights of a similar nature to any of the rights in paragraphs (a) or (b) of this definition – whether or not such rights are registered or capable of being registered; and
(d) Future IP Rights.
Loss means loss or damage suffered by a person and arising in connection with or out of an Agreement or any supply made under them (whether pleaded in contract, tort, breach of statutory duty or on any other basis, and whether arising from acts or omissions, and whether or not loss or damage the risk of which another person was or should have been aware), including but not limited to Consequential Loss and an obligation to contribute to or indemnify against loss or damage suffered by a third party.
Terms means this document.
