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The terms and conditions set out below (“Conditions”) are important.  Please read them carefully.  By agreeing to purchase products (“Products”) from Seth & Sukhie’s Pty Ltd ACN 644 875 409 of 122 Bethany Road, Hoppers Crossing VIC 3029 (“us”, “we”), you (the customer) agree to these Conditions.

We reserve the right to make changes to these Conditions at any time without notice to you.  Any purchase orders placed after such a change will be made subject to the latest version of these Conditions, which can be found at  General Terms and Conditions of Sale

1.Interpretation

In these Conditions unless the context otherwise requires:

1.1.        a reference to a person is a reference to one or more individuals, whether or not formally in partnership, or to a corporation, government body, or other association or organisation;

1.2.        these terms and conditions apply to all supplies of Products by us to any customer, and prevail over any terms proposed by you;

1.3.        any agreement by either party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing;

1.4.        except where stated otherwise, any obligation of any person arising from these Conditions may be performed by any other person;

1.5.        in these Conditions references to a party include references to a person to whom relevant rights and obligations are transferred or passed as a result of a merger, division, reconstruction or other re-organisation involving that party;

1.6.        the headings to the clauses and schedules (if any) to these Conditions do not affect the interpretation of these Conditions;

1.7.        a reference to an act or regulation includes new law of substantially the same intent as that act or regulation;

1.8.        these terms and conditions apply in any event to you as a buyer or prospective buyer of our Products and so far as the context allows, to you as a visitor to Our Website; and

1.9.        these Conditions are made only in the English language.  If there is any conflict in meaning between the English language version of these Conditions and any version or translation of these Conditions in any other language, the English language version shall prevail.

2.                   Quotations, purchase orders and Acceptance

2.1.        If we provide you with a quotation, the quotation does not constitute an offer, but constitutes an invitation to you make an offer by way of purchase order.

2.2.        If you provide us with a purchase order, the purchase order constitutes an offer to purchase, which we can accept or reject in our sole discretion.  A purchase order can only be accepted by notice in writing from us, and any purported verbal or implied acceptance is of no force or effect.

2.3.        A purchase order will remain open and capable of acceptance for a period of 30 days, after which it automatically lapses.  You may only withdraw a purchase order by notice in writing to us and any purported verbal or implied withdrawal is of no force or effect.

2.4.        You do not have the right to amend a purchase order after it has been accepted by us.  You may request such an amendment, but we are under no obligation to agree to the amendment and may accept or refuse the requested amendment in our sole discretion.

2.5.        We reserve the right to make changes to quoted or indicative pricing at any time without notice to you.  Any purchase orders placed after such a change will be made at the price applicable at the date of the purchase order.

2.6.        We reserve the right to reject any order placed by you.  If we reject the order, we will return the purchase monies to you as soon as practicable.

3.                   Personalised Products

We may offer to sell personalised products.  If we do, the following provisions will apply:

3.1.        You will provide us with a design brief in sufficient detail to enable us to ascertain detail of the design work required.  We will have a discretion as to whether to accept the design brief or any proposed amendments.  If we accept the design brief, we will then provide you with a proof of the proposed product design and quotation for your approval.

3.2.        Once you have approved the proof and quotation, and we have provided us with a purchase order, you cannot make any changes to the design brief or proof and (notwithstanding any other term of these Conditions) you cannot return the product unless the product fails to comply with the approved proof.

4.                   Terms of Payment

4.1.        Unless otherwise stipulated or agreed in writing by us, you must pay amounts due for our Products at the time of placing an order, and we will be under no obligation to deliver under the purchase order if payment in full has not been made.  We will have the right in our sole discretion to determine whether or not to extend credit to you, and to stipulate the conditions that apply.

4.2.        Where we have agreed to extend credit to you, unless otherwise stipulated or agreed in writing by us, you must pay amounts due for our Products on or before the last business day in the month following the month of invoice, without deduction or set-off.

4.3.        If payment is not received by the due date, interest will accrue on outstanding amounts at a rate 5% above the rate for the time being fixed under section 2 of the Penalty Interest Rates Act 1983 (Vic) from the due date until the date of payment in full.

5.                   Goods & Services Tax

5.1.        Terms used in this clause 5 have the same meaning as the meaning given to those terms in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and related imposition Acts.  GST Amount means in relation to a Taxable Supply the amount of GST payable on that Taxable Supply.

5.2.        If GST is payable on a Taxable Supply made under, by reference to or in connection with these Conditions, the party providing the Consideration for that Taxable Supply must also pay the GST Amount as additional Consideration.  No payment is required until the supplier has provided a Tax Invoice.  This clause 5.2 does not apply to the extent that the Consideration for the Taxable Supply is expressly stated to be GST inclusive.

5.3.        Any reference in the calculation of any indemnity, reimbursement or similar amount to a cost, expense or other liability incurred by a party, must exclude the amount of any Input Tax Credit entitlement in relation to the relevant cost, expense or other liability.

5.4.        This clause 5 will continue to apply after expiration or termination of these Conditions.

6.                   Taxes, Duties and Charges

You are liable for all taxes (including without limitation GST), duties, levies and other government fees, and charges in relation to our Products and/or their supply or delivery (including without limitation the costs of delivery and insurance).  Unless otherwise specified in writing by us, prices quoted do not include such taxes, duties, levies and other government fees or charges.

7.                   Currency

All prices and costs in documentation issued or published by us are in Australian dollars, and a reference to dollars and $ is a reference to the lawful currency of Australia.

8.                   Claims and Returns

8.1.        If you wish to submit a claim or return our Products, you must provide us with written notification of details of the alleged defect or issue as soon as practicable, and in any event no later than 14 days after delivery of the products to you or your agent.

8.2.        If requested by us, you must provide us with a sample of the products in question and further information relating to the defect or issue.  We have the right on reasonable notice to inspect the products in question.

8.3.        If requested by us, you must return to us all products specified by us in their original packaging, with all contents as shipped.  At our discretion we can arrange pick-up of the goods and charge your account the cost of shipping.  You must not return products to us without our prior written consent.

8.4.        To the fullest extent permissible at law, if you do any of the following in relation to a product, all claims in respect of the product are deemed to have been waived by you:

8.4.1               you fail to provide us with the required written notification within 14 days after delivery of the product;

8.4.2               you dispose of any of the products without prior written consent from us;

8.4.3               where we have asked you to return the products to us, you fail to return the product to us in their original packaging, with all contents as shipped.

9.                   Delivery

9.1.             Where we hold ordered Products in stock, we will use reasonable endeavours to dispatch the products within 2 business days of acceptance of the order.  We will use reasonable endeavours to deliver Products purchased by you according to the estimated delivery times but provide no guarantee in this regard.

9.2.             Where we do not hold ordered products in stock, the products will be listed on your invoice and will be shipped as soon as practicable after they become available.

9.3.             Generally, we deliver products by courier.  You must pay delivery, shipping and insurance costs, which are influenced by the size and weight of the order and your location. Exact costs will be calculated and added to the order total before checkout.

9.4.             Delivery will be made to the address indicated on the order confirmation unless otherwise agreed in writing with us.

9.5.             You must make an authorised person available to receive delivery, and upon delivery you must sign an official receipt provided by us.  We reserve the right to refuse delivery if a duly authorised person does not accept delivery or sign an official receipt provided by us.

10.               International

10.1.      We deliver goods Australia wide.  However, at this time we do not accept international orders through our Website.  If you wish to place an order for delivery overseas, or if you are based overseas, please contact us to enquire about a special order.

10.2.      If you are not in Australia, we have no knowledge of, and take no responsibility for, the laws in your country.

10.3.      If you wish to place an order for delivery overseas, or if you are based overseas, you must only purchase Products which you are lawfully able to import and you are responsible for the payment of import duties and taxes of any kind levied in your country.

10.4.      All other charges relating to payment in a currency other than Australian dollar will be borne by you.

10.5.      Any information given by us in relation to exchange rates are approximate only and may vary from time to time.

11.               Passing of Title and Risk

11.1.      Risk of loss of or damage to our Products will pass to you upon delivery to you or your agent or when you or your agent take/s custody or control of the Products.  However, where you have advised us that your or your agent will not be available to accept delivery of the products and your or your agent have/has requested that we leave the products unattended at a designated address, then risk of loss of or damage to the Products will pass to you upon leaving the products unattended at the designated address.  Unless otherwise agreed in writing by us, you must arrange your own insurance cover for our Products in transit, and we will have no responsibility for such insurance.

11.2.      Title in our Products will not pass to you until the whole of the purchase price and any other charges payable under these Conditions and the relevant purchase order and/or contract are paid in full to us by you.  Until that time, you must store our Products in such a manner as to show clearly that they are our property and must upon our demand deliver up those products to us at your cost.

12.               Personal Property Securities Act

12.1.      Notwithstanding anything to the contrary contained in these Conditions, the Personal Property Securities Act 2009 (Cth) (“PPSA”) applies to these Conditions and any purchase order and/or contract relating to products purchased from us.

12.2.      For the purposes of the PPSA:

12.2.1           capitalised terms used in these Conditions that are defined in the PPSA have meanings given to them in the PPSA;

12.2.2           the contract for the purchase by you of Products from us is a Security Agreement and we have a Purchase Money Security Interest in those products and in the proceeds of their sale;

12.2.3           the Security Interest is a continuing interest irrespective of whether there are monies or obligations owing by you at any particular time; and

12.2.4           the Security Interest arising under this clause 12 attaches to each Product when it is delivered to or collected by you or your agent.

12.3.      You must immediately upon our request: