TERMS AND CONDITIONS

FREEMAN GALLERY & FREEMAN& CO

PRODUCT AND SERVICES SUPPLY TERMS

THESE ARE THE TERMS AND CONDITIONS ON WHICH WE WILL SUPPLY PRODUCTS AND/OR SERVICES TO YOU ("SUPPLY TERMS"). THESE SUPPLY TERMS SHOULD BE READ TOGETHER WITH OUR PRIVACY POLICY, WHICH IS LOCATED AT WWW.FREE-MAN.GALLERY

1. DEFINITIONS AND INTERPRETATION
   • UNLESS THE CONTEXT REQUIRES OTHERWISE, IN THESE SUPPLY TERMS:

AUSTRALIAN CONSUMER LAW MEANS SCHEDULE 2 OF THE COMPETITION AND CONSUMER ACT 2010 (CTH).

CONTRACT MEANS EACH SEPARATE CONTRACT FOR US TO SUPPLY PRODUCTS OR SERVICES TO YOU, AS CONSTITUTED UNDER CLAUSE 3.

DEPOSIT MEANS THE AMOUNT SPECIFIED AS THE DEPOSIT IN THE INVOICE OR A FEE PROPOSAL, AS APPLICABLE.

FEE PROPOSAL MEANS OUR WRITTEN PROPOSAL TO YOU WITH RESPECT TO THE SUPPLY OF SERVICES (INCLUDING ANY SCOPE OF SERVICES AND ANY SPECIAL TERMS IDENTIFIED AS SUCH IN THE FEE PROPOSAL).

FORCE MAJEURE EVENT MEANS ANY CIRCUMSTANCE BEYOND THE REASONABLE CONTROL OF THE AFFECTED PARTY, INCLUDING ACCIDENT, FIRE, EARTHQUAKE, FLOOD, EXTREME WEATHER, ACT OF GOD, EXPLOSION, PANDEMIC, CASUALTY, RIOT, STRIKE, LOCK-OUT, WARFARE OR ACT OF ANY PUBLIC ENEMY.

GST MEANS GOODS AND SERVICES TAX AS DEFINED IN A NEW TAX ACT (GOODS AND SERVICES) 1999 (CTH).

INSOLVENCY EVENT MEANS, IN RELATION TO A PARTY, WHEN:

• AN APPLICATION IS MADE TO A COURT FOR AN ORDER, OR AN ORDER IS MADE, THAT THE PARTY BE WOUND UP;
• A LIQUIDATOR, ADMINISTRATOR, TRUSTEE ADMINISTRATOR, RECEIVER OR RECEIVER AND MANAGER IS APPOINTED IN RELATION TO THE PARTY OR ANY OF ITS ASSETS; OR
• THE PARTY BECOMES BANKRUPT, GOES INTO LIQUIDATION (WHETHER VOLUNTARY OR COMPULSORY), ENTERS INTO ADMINISTRATION, OFFERS TO MAKE OR ENTERS INTO ANY ARRANGEMENT OR COMPOSITION WITH ANY OF ITS CREDITORS OR IS, OR IS DEEMED TO BE, INSOLVENT WITHIN THE MEANING OF THE CORPORATIONS ACT 2001 (CTH).

INTELLECTUAL PROPERTY RIGHTS MEANS ALL INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS, CONFERRED BY STATUTE, AT COMMON LAW, IN EQUITY OR OTHERWISE, INCLUDING COPYRIGHT AND NEIGHBOURING RIGHTS, ALL RIGHTS IN RELATION TO INVENTIONS, PATENTS, PLANT VARIETIES, TRADEMARKS, DESIGNS, CIRCUIT LAYOUTS, KNOW HOW, BRAND NAMES, DOMAIN NAMES, PRODUCT NAMES AND TRADE SECRETS (WHETHER OR NOT REGISTERED OR CAPABLE OF REGISTRATION AND INCLUDING ANY RIGHT TO APPLY FOR REGISTRATION UNDER A STATUTE IN RESPECT OF THOSE OR LIKE RIGHTS).

INVOICE MEANS THE INVOICE WE PROVIDE TO YOU SETTING OUT THE PRICE AND ALL OTHER CHARGES FOR SUPPLY OF THE PRODUCTS AND/OR SERVICES, AS APPLICABLE.

ORDER MEANS A PRODUCT ORDER OR SERVICES ORDER, AS APPLICABLE.

MATERIALS MEANS ANY DESIGNS, DRAWINGS, MATERIALS, LAYOUTS, SPECIFICATIONS, DOCUMENTS THAT WE CREATE IN CONNECTION WITH THE SERVICES, WHETHER IN HARD COPY OR ELECTRONIC FORM.

PRODUCT MEANS ANY PRODUCTS SUPPLIED OR TO BE SUPPLIED BY US TO YOU UNDER A CONTRACT.

PRODUCT ORDER MEANS AN ORDER MADE BY YOU IN ACCORDANCE WITH CLAUSE 5.1 FOR US TO SUPPLY YOU WITH PRODUCTS.

PROJECT MEANS YOUR DESIGN AND/OR DECORATION PROJECT WITH RESPECT TO WHICH YOU HAVE ENGAGED US TO PROVIDE YOU WITH THE SERVICES.

QUOTATION MEANS OUR WRITTEN QUOTATION TO YOU FOR PRODUCTS (INCLUDING ANY SPECIFICATION FOR THE PRODUCTS REFERRED TO IN THE QUOTATION AND ANY SPECIAL TERMS IDENTIFIED AS SUCH IN THE QUOTATION).

SERVICES MEANS ANY SERVICES SUPPLIED OR TO BE SUPPLIED BY US TO YOU UNDER A CONTRACT, INCLUDING ANY INTERIOR DESIGN, INTERIOR PLANNING, FURNITURE DESIGN AND/OR PROJECT MANAGEMENT SERVICES.

SERVICES ORDER MEANS AN ORDER MADE BY YOU IN ACCORDANCE WITH CLAUSE 12.2 FOR US TO SUPPLY YOU WITH SERVICES.WE, US OR OUR MEANS FREEMAN STORE PTY LTD ACN 645 099 047.

YOU OR YOUR MEANS THE PERSON WHO ACQUIRES PRODUCTS AND/OR SERVICES FROM US PURSUANT TO THESE SUPPLY TERMS, WHOSE DETAILS ARE SET OUT IN THE QUOTATION OR INVOICE FOR PRODUCTS OR FEE PROPOSAL FOR SERVICES, AND INCLUDES THAT PERSON’S PERMITTED ASSIGNS, SUCCESSORS, EMPLOYEES, SERVANTS AND AGENTS.

• A REFERENCE TO "DOLLARS", "$", A VALUE OR A PAYMENT AMOUNT, IS TO AN AMOUNT OR VALUE IN AUSTRALIAN DOLLARS.
• EACH INDEMNITY PROVIDED IN THESE SUPPLY TERMS IS A SEPARATE AND CONTINUING INDEMNITY WHICH SURVIVES THE TERMINATION OF THESE SUPPLY TERMS AND THE SUPPLY OF THE PRODUCTS AND/OR SERVICES.
• WHERE THERE IS MORE THAN ONE OF YOU, YOU ARE JOINTLY AND SEVERALLY LIABLE.

2. SUPPLY OF PRODUCTS AND/OR SERVICES
   • YOU MAY REQUEST US TO SUPPLY YOU WITH PRODUCTS AND/OR SERVICES.
   • IF WE AGREE TO SUPPLY YOU WITH PRODUCTS AND/OR SERVICES, A CONTRACT WILL BE FORMED WITH YOU IN ACCORDANCE WITH THESE SUPPLY TERMS.
3. CONTRACT FORMATION
   • UNLESS WE AGREE OTHERWISE, THE TERMS OF OUR CONTRACT WITH YOU IN CONNECTION WITH A:
     • SUPPLY OF PRODUCTS ARE CONSTITUTED BY:
       • THE QUOTATION (IF ANY);
       • THESE SUPPLY TERMS;
       • THE INVOICE FOR THE PRODUCTS; AND
       • THE EXTENT TO WHICH WE ACCEPT YOUR PRODUCT ORDER; AND
     • SUPPLY OF SERVICES ARE CONSTITUTED BY:
       • THE FEE PROPOSAL;
       • THESE SUPPLY TERMS;
       • THE INVOICE FOR THE SERVICES; AND
       • THE EXTENT TO WHICH WE ACCEPT YOUR SERVICES ORDER.
     • IF THERE IS ANY AMBIGUITY, DISCREPANCY OR INCONSISTENCY BETWEEN THE TERMS OF A CONTRACT:
       • FOR PRODUCTS, THEN EACH OF THE ITEMS IN CLAUSE 3.1(a) WILL PREVAIL IN DESCENDING ORDER OF PRECEDENCE WITH ANY ITEM LISTED EARLIER PREVAILING OVER A LATER LISTED ITEM; AND
       • FOR SERVICES, THEN EACH OF THE ITEMS IN CLAUSE 3.1(b) WILL PREVAIL IN DESCENDING ORDER OF PRECEDENCE WITH ANY ITEM LISTED EARLIER PREVAILING OVER A LATER LISTED ITEM.
     • A BINDING CONTRACT FOR US TO SUPPLY PRODUCTS TO YOU ONLY COMES INTO EXISTENCE WHEN WE ACCEPT YOUR PRODUCT ORDER PURSUANT TO CLAUSE 5.2 OR SERVICES ORDER IN ACCORDANCE WITH CLAUSE 12.2. A SEPARATE AND INDEPENDENT CONTRACT ARISES IN RESPECT OF OUR ACCEPTANCE OF EACH PRODUCT ORDER AND SERVICES ORDER.
     • THE QUOTATION (IF ANY), THESE SUPPLY TERMS, THE INVOICE FOR PRODUCTS AND THE EXTENT TO WHICH WE ACCEPT YOUR PRODUCT ORDER CONSTITUTE THE ENTIRE WRITTEN AGREEMENT IN CONNECTION WITH OUR SUPPLY OF PRODUCTS TO YOU. THE FEE PROPOSAL, THESE SUPPLY TERMS, THE INVOICE FOR SERVICES AND THE EXTENT TO WHICH WE ACCEPT YOUR SERVICES ORDER CONSTITUTE THE ENTIRE WRITTEN AGREEMENT IN CONNECTION WITH OUR SUPPLY OF SERVICES TO YOU. ALL OTHER TERMS AND CONDITIONS, EXPRESS OR IMPLIED, ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING WITHOUT LIMITATION ANY TERMS AND CONDITIONS SOUGHT TO BE IMPOSED BY YOU.
     • NO MODIFICATION OR VARIATION TO THESE SUPPLY TERMS OR ANY TERMS INCONSISTENT WITH THESE SUPPLY TERMS PROVIDED BY YOU WILL BIND US, UNLESS WE EXPRESSLY AND SPECIFICALLY AGREE OTHERWISE IN WRITING.
     • THESE SUPPLY TERMS BIND YOU EVEN IF YOU DO NOT SIGN THEM OR ANY QUOTATION, INVOICE OR FEE PROPOSAL PROMPTLY OR AT ALL.
     • WE MAY VARY THESE SUPPLY TERMS FROM TIME TO TIME. HOWEVER, ANY VARIATIONS WILL NOT APPLY TO ANY PRODUCT ORDERS OR SERVICES ORDERS ALREADY MADE BEFORE THE DATE OF THE VARIATION.

4. INVOICES AND QUOTATIONS FOR PRODUCTS
   • WE MAY ISSUE INVOICES FROM TIME TO TIME WITH RESPECT TO THE SUPPLY OF PRODUCTS.
   • ON SOME OCCASIONS, WE MAY FIRST ISSUE YOU WITH A QUOTATION WITH RESPECT TO THE SUPPLY OF PRODUCTS. IF WE ISSUE YOU A QUOTATION AND YOU ADVISE US THAT THE TERMS OF THE QUOTATION ARE ACCEPTABLE, WE WILL THEN ISSUE YOU WITH AN INVOICE.
   • ANY QUOTATION OR INVOICE GIVEN BY US IS A MERE INVITATION TO TREAT AND DOES NOT CONSTITUTE A CONTRACTUAL OFFER.
   • ALL QUOTATIONS LAPSE ON THE EXPIRY DATE STATED IN THE QUOTATION OR, IF NO EXPIRY DATE IS STATED IN THE QUOTATION, FOURTEEN (14) DAYS AFTER THE DATE OF ISSUE OF THE QUOTATION. ALL INVOICES LAPSE WITHIN FOURTEEN (14) DAYS AFTER THE DATE OF ISSUE.
   • WE MAY WITHDRAW A QUOTATION OR INVOICE AT ANY TIME BEFORE IT LAPSES BY NOTICE TO YOU IN WRITING.
5. PRODUCT ORDERS
   • ON RECEIPT OF OUR INVOICE FOR PRODUCTS, YOU MAY SUBMIT A PRODUCT ORDER TO US BY PAYING THE DEPOSIT FOR THE PRODUCTS BY THE DUE DATE FOR THE DEPOSIT SET OUT IN THE INVOICE. YOU ARE RESPONSIBLE FOR ENSURING THAT ALL DETAILS IN THE INVOICE ARE CORRECT, INCLUDING IN RESPECT OF THE SELECTED PRODUCT(S) AND DELIVERY DETAILS, BEFORE PAYING THE DEPOSIT.  YOU ACKNOWLEDGE AND AGREE THAT IF THE DELIVERY ADDRESS IN THE INVOICE IS INCORRECT, THEN YOU WILL BE LIABLE FOR ANY ADDITIONAL SHIPPING CHARGES REASONABLY INCURRED BY US IN ORDER TO REDIRECT YOUR PRODUCT ORDER TO THE CORRECT DELIVERY ADDRESS.
   • WE MAY ACCEPT YOUR PRODUCT ORDER, EITHER IN WHOLE OR IN PART, BY SENDING A CONFIRMATION EMAIL TO YOU OR BY OUR PERFORMANCE OF THE CONTRACT. IF WE WISH TO REJECT ALL OR PART OF YOUR PRODUCT ORDER, WE WILL NOTIFY YOU AND REFUND ANY AMOUNTS PAID BY YOU IN RESPECT OF THE REJECTED PORTION OF THE PRODUCT ORDER TO YOUR NOMINATED BANK ACCOUNT.
   • WHILST WE WILL USE REASONABLE ENDEAVOURS TO SUPPLY PRODUCTS ACCORDING TO A PRODUCT ORDER, WE ARE NOT LIABLE FOR ANY LOSS OR DAMAGE ARISING THROUGH NON-AVAILABILITY OF THE PRODUCTS.
   • ONCE WE HAVE ACCEPTED A PRODUCT ORDER, YOU CANNOT CANCEL OR CHANGE THE PRODUCT ORDER WITHOUT OUR PRIOR WRITTEN CONSENT.
   • ANY ADDITIONAL PRODUCTS OR SERVICES THAT YOU REQUEST US TO PROVIDE OUTSIDE THE PRODUCT ORDER IN ADDITION TO THE PRODUCTS WILL BE THE SUBJECT OF A SEPARATE CONTRACT AND WILL INCUR ADDITIONAL CHARGES.
6. PRICES AND OTHER FEES FOR PRODUCTS
   • THE PRICE OF ANY PRODUCT WILL BE AS SPECIFIED IN THE INVOICE FOR THE PRODUCT.
   • UNLESS OTHERWISE EXPRESSLY STATED, THE PRICE OF ANY PRODUCT IS EXCLUSIVE OF ANY FREIGHT, DELIVERY, CARTAGE, PACKING, CRATING, HANDLING, STORAGE OR EXPORT CHARGES, INSURANCES, CUSTOMS DUTY, GST OR SIMILAR TAXES AND YOU ARE LIABLE FOR THESE IN ADDITION TO THE PRICE OF THE PRODUCTS.
   • IF OUR SUPPLY OF PRODUCTS TO YOU CONSTITUTES A TAXABLE SUPPLY, YOU MUST PAY US AN ADDITIONAL AMOUNT EQUAL TO THE GST.
   • FREIGHT AND DELIVERY CHARGES (IF ANY) WILL BE CHARGED TO YOU IN ACCORDANCE WITH THE INVOICE.
7. DELIVERY OF PRODUCTS
   • THE INVOICE FOR PRODUCTS WILL SPECIFY WHETHER THE PRODUCTS ARE TO BE DELIVERED BY US TO YOUR DELIVERY ADDRESS SPECIFIED IN THE INVOICE OR COLLECTED FROM OUR WAREHOUSE EITHER DIRECTLY BY YOU OR YOUR TRANSPORT CARRIER.
   • WE WILL PROVIDE YOU WITH OUR BEST ESTIMATE OF THE ANTICIPATED DATE FOR DELIVERY OR COLLECTION OF THE PRODUCTS AND WILL KEEP YOU UPDATED REGARDING ANY CHANGES TO THAT DATE. ANY DATES ADVISED BY US ARE ESTIMATES ONLY AND WE WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE SUFFERED BY YOU AS A RESULT OF OUR FAILURE TO DELIVER THE PRODUCTS BY THE ADVISED DELIVERY OR COLLECTION DATE.
   • WE WILL PROVIDE YOU WITH REASONABLE NOTICE OF THE ACTUAL DELIVERY OR COLLECTION TIME. IF YOUR PRODUCT ORDER INVOLVES MORE THAN ONE ITEM, THE ITEMS MAY BE SHIPPED TOGETHER ALL AT ONCE.
   • YOU ACKNOWLEDGE THAT WHERE THE PRODUCTS ARE DELIVERED BY US VIA A ROUTE THAT INVOLVES SEA TRANSIT, IT IS USUAL FOR YOU TO INSURE AGAINST LOSS OR DAMAGE. FOR THE AVOIDANCE OF DOUBT, THIS CLAUSE 4 IS NOTICE TO YOU UNDER SECTION 35(3) OF THE SALE OF GOODS ACT 1923 (NSW) TO INSURE EACH PRODUCT PURCHASED FROM US IN THESE CIRCUMSTANCES.
   • STORAGE OF THE PRODUCTS BY US WILL BE AT YOUR RISK AND EXPENSE AFTER THE SCHEDULED DELIVERY OR COLLECTION TIME.
   • YOU MUST:
     • EXAMINE THE PRODUCTS AS SOON AS REASONABLY PRACTICABLE AFTER DELIVERY OR COLLECTION;
     • WITHIN SEVEN (7) DAYS OF DELIVERY OR COLLECTION OF THE PRODUCTS, NOTIFY US IN WRITING OF ANY INCOMPLETE OR FAILED DELIVERY, LOSS OR DAMAGE TO THE PRODUCTS OR OTHER FAILURE TO COMPLY WITH THE CONTRACT; AND
     • PRESERVE AS FAR AS POSSIBLE FOR OUR INSPECTION, PRODUCTS THAT ARE ALLEGED NOT TO COMPLY WITH THE CONTRACT AND RETURN THESE PRODUCTS TO US ON OUR REQUEST.

8. VARIATIONS AND IRREGULARITIES IN PRODUCTS
   • DUE TO THE HANDCRAFTED NATURE OF OUR PRODUCTS, EACH PIECE IS UNIQUE. ACCORDINGLY, SLIGHT VARIATIONS AND IRREGULARITIES IN SHAPE, DIMENSIONS, FINISHES, COLOURS, AND SURFACES MAY OCCUR IN OUR PRODUCTS. THESE ARE HALLMARKS OF THE UNIQUE CRAFTSMANSHIP OF THE PRODUCT AND SHOULD NOT BE CONSIDERED AS DEFECTS BUT AS A SIGN OF AUTHENTICITY OF THE PRODUCT.
   • FURTHER, SOME OF THE MATERIALS USED TO CONSTRUCT OUR PRODUCTS, PARTICULARLY FINISHES AND FITTINGS, MAY INCLUDE NATURAL MATERIALS (E.G. STONE, METAL, TIMBER, MARBLE) WHICH MAY:
     • EXHIBIT VARIATIONS AND IMPERFECTIONS SUCH AS IN SHADE, COLOUR, TEXTURE, SURFACE, FINISH, MARKINGS OR THE LIKE;
     • CONTAIN NATURAL FISSURES, OCCLUSIONS, LINES, INDENTATIONS OR THE LIKE;
     • EXPAND, CONTRACT, WARP, CRACK OR BECOME OTHERWISE SLIGHTLY DISTORTED OVER TIME AS A RESULT OF EXPOSURE TO HEAT, COLD, CHANGES IN HUMIDITY, TEMPERATURE OR THE LIKE;
     • BECOME MARKED OR STAINED IF EXPOSED TO CERTAIN SUBSTANCES; AND/OR
     • BECOME DAMAGED OR DISFIGURED BY KNOCKS, BUMPS, SCRATCHES OR THE LIKE.

9. TITLE AND RISK IN PRODUCTS
   • RISK IN AND TITLE TO PRODUCTS PASSES TO YOU:
     • IN THE CASE OF PRODUCT ORDERS WE DELIVER TO YOUR DELIVERY ADDRESS, ON THE DATE AND AT THE TIME OF DELIVERY OF THE PRODUCTS TO THE ADDRESS IN THE INVOICE; AND
     • IN THE CASE OF PRODUCT ORDERS COLLECTED BY YOU OR YOUR TRANSPORT CARRIER FROM OUR WAREHOUSE, ON THE DATE AND AT THE TIME THE PRODUCTS ARE PICKED UP FROM OUR WAREHOUSE BY YOU OR YOUR TRANSPORT CARRIER.

10. RETURNS OF PRODUCTS
    • NO PRODUCTS MAY BE RETURNED TO US OR EXCHANGED FOR A CHANGE OF MIND WITHOUT OUR PRIOR WRITTEN APPROVAL.
    • OTHER THAN PRODUCTS THAT ARE IN BREACH OF THESE SUPPLY TERMS OR THAT FAIL TO MEET ANY STATUTORY GUARANTEES APPLICABLE TO THE PRODUCTS UNDER THE AUSTRALIAN CONSUMER LAW, ANY RETURN OF GOODS WILL BE AT OUR DISCRETION.
    • IF WE AGREE TO A RETURN OF GOODS FOR A CHANGE IN MIND, WE WILL BE ENTITLED TO CHARGE A HANDLING FEE OF UP TO 10% OF THE PRICE OF THE PRODUCTS TO COVER OUR REASONABLE COSTS.
11. FEE PROPOSALS FOR SERVICES
    • IF YOU REQUEST US TO PROVIDE YOU WITH SERVICES, WE MAY ISSUE YOU WITH A FEE PROPOSAL.
    • ANY FEE PROPOSAL GIVEN BY US IS A MERE INVITATION TO TREAT AND DOES NOT CONSTITUTE A CONTRACTUAL OFFER.
    • ALL FEE PROPOSALS LAPSE ON THE EXPIRY DATE STATED IN THE FEE PROPOSAL OR, IF NO EXPIRY DATE IS STATED IN THE FEE PROPOSAL, FOURTEEN (14) DAYS AFTER THE DATE OF ISSUE OF THE FEE PROPOSAL.
    • WE MAY WITHDRAW A FEE PROPOSAL AT ANY TIME BEFORE IT LAPSES BY NOTICE TO YOU IN WRITING.
12. SERVICES ORDERS
    • ON RECEIPT OF OUR FEE PROPOSAL, YOU MAY SUBMIT A SERVICES ORDER TO US BY PAYING THE DEPOSIT BY THE DUE DATE FOR THE DEPOSIT SET OUT IN THE FEE PROPOSAL. YOU ARE RESPONSIBLE FOR ENSURING THAT ALL DETAILS IN THE FEE PROPOSAL ARE CORRECT, INCLUDING IN RESPECT OF THE SCOPE OF SERVICES AND THE PROJECT LOCATION, BEFORE PAYING THE DEPOSIT. 
    • WE MAY ACCEPT YOUR SERVICES ORDER BY SENDING A CONFIRMATION EMAIL TO YOU OR BY OUR PERFORMANCE OF THE CONTRACT. IF WE WISH TO REJECT YOUR SERVICES ORDER, WE WILL NOTIFY YOU AND REFUND ANY AMOUNTS PAID BY YOU IN RESPECT OF THE SERVICES ORDER TO YOUR NOMINATED BANK ACCOUNT.
    • ONCE WE HAVE ACCEPTED A SERVICES ORDER, YOU CANNOT CHANGE THE SERVICES ORDER WITHOUT OUR PRIOR WRITTEN CONSENT.
    • ANY ADDITIONAL PRODUCTS OR SERVICES OUTSIDE THE SERVICES ORDER THAT YOU REQUEST US TO PROVIDE IN ADDITION TO THE SERVICES WILL BE THE SUBJECT OF A SEPARATE CONTRACT AND WILL INCUR ADDITIONAL CHARGES.
13. YOUR OBLIGATIONS WITH RESPECT TO OUR SERVICES
    • IF WE ARE PROVIDING YOU WITH SERVICES, YOU MUST:
      • PROVIDE US WITH REASONABLE ACCESS TO THE PROJECT LOCATION AND ALL INFORMATION WE REASONABLY REQUIRE IN ORDER TO PERFORM THE SERVICES;
      • APPROVE OR PROVIDE COMMENTS ON ANY DELIVERABLES WE PROVIDE TO YOU IN OUR PERFORMANCE OF THE SERVICES IN A PROMPT AND TIMELY MANNER;
      • WORK CO-OPERATIVELY WITH US TO ENSURE THAT YOUR PROJECT PROGRESSES IN A TIMELY AND EFFICIENT MANNER AND IN ACCORDANCE WITH OUR CONTRACT; AND
      • INDEPENDENTLY ENGAGE ALL OTHER CONSULTANTS, TRADES AND ADVISERS AS REQUIRED FOR COMPLETION OF YOUR PROJECT.

14. TERMINATION OF SERVICES
    • YOU MAY TERMINATE A CONTRACT FOR US TO PROVIDE YOU WITH SERVICES BY GIVING US 14 DAYS’ PRIOR WRITTEN NOTICE, IN WHICH CASE YOU WILL BE LIABLE TO PAY US PROMPTLY ON REQUEST FOR ALL THE WORK WE HAVE PERFORMED AND ANY WORK IN-PROGRESS UP TO THE TERMINATION DATE.
15. PRICES AND OTHER FEES FOR SERVICES
    • THE PRICE OF ANY SERVICES WILL BE AS SPECIFIED IN THE FEE PROPOSAL. ANY PRICES THAT ARE CHARGED AS FIXED FEES MUST BE PAID BEFORE THE COMMENCEMENT OF THE RELEVANT SERVICES.  ANY PRICES THAT ARE CHARGED ON THE BASIS OF HOURLY RATES WILL BE INVOICED TO YOU PROMPTLY UPON COMPLETION OF THE RELEVANT SERVICES.
    • UNLESS OTHERWISE EXPRESSLY STATED, THE PRICE OF ANY SERVICES IS EXCLUSIVE OF ANY TRAVEL OR OTHER DISBURSEMNTS (INCLUDING FEES, CHARGES AND EXPENSES TO AUTHORITIES AND PRINTING), INSURANCES, GST OR SIMILAR TAXES AND YOU ARE LIABLE FOR THESE IN ADDITION TO THE PRICE OF THE SERVICES.
    • IF OUR SUPPLY OF SERVICES TO YOU CONSTITUTES A TAXABLE SUPPLY, YOU MUST PAY US AN ADDITIONAL AMOUNT EQUAL TO THE GST.
16. PAYMENT
    • FOR PRODUCTS, YOU MUST PAY THE DEPOSIT AND BALANCE OF THE PRICE BY THE DUE DATE SPECIFIED IN THE INVOICE.
    • FOR SERVICES, THE DEPOSIT MUST BE PAID BY THE DUE DATE SET OUT IN THE FEE PROPOSAL OR, IF NO DATE IS SPECIFIED, WITHIN 7 DAYS OF THE FEE PROPOSAL BEING ISSUED TO YOU. ALL OTHER INVOICES ISSUED TO YOU WITH RESPECT TO THE SERVICES MUST BE PAID WITHIN 7 DAYS OF BEING ISSUED TO YOU.
    • YOU ACKNOWLEDGE AND ACCEPT THAT WE WILL NOT BEGIN PROCESSING OR PERFORMING YOUR ORDER UNLESS AND UNTIL WE RECEIVE FULL PAYMENT OF THE DEPOSIT.
    • WE RESERVE THE RIGHT TO WITHHOLD:
      • DELIVERY OR COLLECTION OF THE PRODUCTS UNTIL YOU HAVE PAID THE INVOICE IN FULL; OR
      • PERFORMANCE OF SERVICES UNTIL THE DEPOSIT AND ANY OUTSTANDING INVOICES HAVE BEEN PAID IN FULL.
    • WITHOUT PREJUDICE TO ANY OF OUR OTHER RIGHTS UNDER THIS CONTRACT OR OTHERWISE AT LAW:
      • WE MAY CHARGE YOU INTEREST ON ANY OVERDUE AMOUNTS AT AN ANNUAL RATE EQUAL TO TWO PER CENT (2%) ABOVE THE RATE NOTIFIED BY THE COMMONWEALTH BANK OF AUSTRALIA FROM TIME TO TIME AS BEING THAT BANK'S INDICATOR LENDING RATE; AND
      • WE MAY CHARGE YOU FOR OUR REASONABLE COSTS AND EXPENSES, INCLUDING OUR LEGAL COSTS, INCURRED IN RECOVERING OR SEEKING TO RECOVER ANY OVERDUE AMOUNTS FROM YOU.
    • ALL AMOUNTS TO BE PAID UNDER AN INVOICE MUST BE IN PAID IN AUSTRALIAN DOLLARS.
    • NEITHER PARTY IS ENTITLED TO EXERCISE ANY SET-OFF, LIEN OR ANY OTHER SIMILAR RIGHT OR CLAIM.
17. CANCELLATION OF ORDERS
    • WE RESERVE THE RIGHT TO CANCEL YOUR ORDER AT ANY TIME:
      • IN THE EVENT YOU FAIL TO PAY THE DEPOSIT OR ANY AMOUNT UNDER AN INVOICE THAT WE HAVE ISSUED TO YOU BY THE DUE DATE FOR PAYMENT OR YOU SUFFER AN INSOLVENCY EVENT; OR
      • AS A RESULT OF AN UNAVAILABILITY OF PRODUCTS, AN ERROR IN THE PRICE, IMAGE OR DESCRIPTION OF THE PRODUCT, AN ERROR OR DISCREPANCY IN YOUR ORDER OR OTHER ISSUES WITH YOUR PAYMENT OR NOMINATED DELIVERY OR PROJECT LOCATION DETAILS, FRAUD PREVENTION, SHIPPING OR TRADE RESTRICTIONS, SHIPPING OR DELIVERY TIME CONSTRAINTS, PRODUCT RECALLS OR WITHDRAWALS, CUSTOMISATION ISSUES, TECHNICAL ERRORS, A FORCE MAJEURE EVENT OR AS OTHERWISE SET OUT IN THESE SUPPLY TERMS.
    • IF WE CANCEL YOUR ORDER, WE WILL CONTACT YOU PROMPTLY TO PROVIDE YOU WITH A FULL REFUND OF ANY AMOUNTS PAID BY YOU UNDER THE CONTRACT FOR PRODUCTS AND/OR SERVICES THAT WE HAVE NOT PROVIDED, EXCEPT IF YOU FAIL TO PAY THE BALANCE OF AN INVOICE OR ANY OTHER AMOUNT WE ARE ENTITLED TO INVOICE YOU FOR BY THE DUE DATE OR WE CANCEL YOUR ORDER AFTER YOU HAVE PAID THE DEPOSIT DUE TO YOU SUFFERING AN INSOLVENCY EVENT, IN WHICH CASE WE WILL BE ENTITLED TO RETAIN AN AMOUNT TO COVER OUR LOSSES UP TO THE VALUE OF THE DEPOSIT AND ANY AMOUNTS YOU HAVE PAID FOR PRODUCTS OR SERVICES THAT WE HAVE PROVIDED TO YOU.
18. EXCLUSION OF LIABILITY AND INDEMNITY
    • SUBJECT TO CLAUSE 18.2, ALL TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS THAT ARE NOT EXPRESSLY SET OUT IN THESE SUPPLY TERMS ARE EXPRESSLY EXCLUDED.
    • WE DO NOT EXCLUDE, RESTRICT OR MODIFY ANY LIABILITY THAT CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED, OR WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED EXCEPT TO A LIMITED EXTENT, AS BETWEEN US AND YOU BY LAW INCLUDING LIABILITY UNDER THE COMPETITION AND CONSUMER ACT 2010 (CTH).
    • TO THE EXTENT PERMITTED BY LAW, OUR LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), BY STATUTE OR OTHERWISE, IN AGGREGATE FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH ANY CONTRACT, MUST NOT EXCEED THE TOTAL DOLLAR AMOUNT OF THE PRODUCTS AND/OR SERVICES PURCHASED BY YOU UNDER THAT CONTRACT.
    • TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR ECONOMIC LOSS, COST, DAMAGE, LIABILITY OR EXPENSE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STATUTE OR OTHERWISE, INCLUDING ANY LOSS OF PROFIT, LOSS OF USE, LOSS OF INCOME, LOSS OF PRODUCTION OR LOSS OF ACTUAL OR POTENTIAL BUSINESS OPPORTUNITY OR OTHERWISE.
    • YOU INDEMNIFY US FOR ANY LOSS, COST, DAMAGE, LIABILITY OR EXPENSE (“LOSS”) WE SUFFER ARISING FROM OR IN CONNECTION WITH:
      • YOUR BREACH OF ANY CONTRACT OR NEGLIGENCE; OR
      • THE DEATH OR INJURY TO ANY PERSON OR LOSS OR DAMAGE TO ANY PROPERTY ARISING FROM YOUR PERFORMANCE OF ANY CONTRACT,

PROVIDED THAT YOUR LIABILITY UNDER THIS INDEMNITY WILL BE REDUCED TO THE EXTENT OUR BREACH OF CONTRACT, NEGLIGENCE OR OTHER WILFUL MISCONDUCT CAUSED THE LOSS THAT IS THE SUBJECT MATTER OF THE INDEMNITY.

• IF WE ARE PROVIDING YOU WITH SERVICES, YOU ACKNOWLEDGE THAT:
  • WE ARE NOT LIABLE FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTIES YOU ENGAGE IN CONNECTION WITH YOUR PROJECT; AND
  • THE SERVICES, INCLUDING ANY DELIVERABLES WE PROVIDE YOU WITH IN OUR PERFORMANCE OF THE SERVICES, ARE DESIGN PLANS AND THAT WE ARE NOT ARCHITECHTS, BUILDERS OR ENGINEERS AND ARE NOT RESPONSIBLE FOR ANY WORKS OR CONSTRUCTION UNDERTAKEN WITHH RESPECT TO YOUR PROJECT BY THIRD PARTIES.

19. INTELLECTUAL PROPERTY RIGHTS
    • YOU ACKNOWLEDGE THAT, AS BETWEEN YOU AND US, ALL INTELLECTUAL PROPERTY RIGHTS IN RESPECT OF THE PRODUCTS AND/OR SERVICES (INCLUDING ANY IMPROVEMENTS IN THE PRODUCTS AND THE MATERIALS) WILL BE RETAINED BY US.
    • YOU WILL HAVE A NON-EXCLUSIVE LICENCE TO USE ANY MATERIALS WE PROVIDE TO YOU IN RESPECT OF THE PROJECT THE SUBJECT OF THE SERVICES. HOWEVER, THOSE MATERIALS CANNOT BE USED IN RESPECT OF ANY OTHER PROJECT OR PROVIDED TO ANY OTHER PERSON WITHOUT OUR PRIOR WRITTEN CONSENT.
    • YOU MUST NOT ADVERTISE OR PROMOTE THE PROJECT IN ANY MANNER OR PUBLISH PHOTOGRAPHS OF ALL OR ANY PART OF THE PROJECT WITHOUT ATTRIBUTING US AND OBTAINING OUR PRIOR WRITTEN CONSENT.
    • IN THE CASE OF PRODUCTS WHICH ARE MANUFACTURED TO YOUR DESIGN OR SPECIFICATIONS, YOU WARRANT THAT THE DESIGN AND SPECIFICATION OF THE PRODUCTS DOES NOT INFRINGE ANY INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY OR OTHER LIKE PROTECTION OF ANY OTHER PERSON, AND COMPLY WITH ANY APPLICABLE STATUTE, STATUTORY INSTRUMENT, REGULATION OR PROJECT REQUIREMENTS INCLUDING IN RESPECT OF PRODUCT SAFETY.
    • YOU MUST INDEMNIFY US AND HOLD US HARMLESS IN RESPECT OF ANY BREACH OF CLAUSE 19.4, EXCEPT TO THE EXTENT TO WHICH WE HAVE CONTRIBUTED TO SUCH LOSS THROUGH OUR WILFUL MISCONDUCT OR NEGLIGENT ACTS OR OMISSIONS.
20. MISCELLANEOUS
    • IF ANY PART OF THESE SUPPLY TERMS IS HELD BY A COURT OR OTHER COMPETENT AUTHORITY TO BE INVALID OR UNENFORCEABLE OR IN CONFLICT WITH THE LAW, THAT PART IS LIMITED OR ELIMINATED TO THE MINIMUM EXTENT SO THAT THESE SUPPLY TERMS OTHERWISE REMAIN IN FULL EFFECT.
    • ANY WAIVER BY US MUST BE IN WRITING SIGNED BY US. FAILURE OR DELAY BY US IN ENFORCING ANY RIGHT OR REMEDY IS NOT A WAIVER OF THAT RIGHT OR REMEDY OR A WAIVER IN RESPECT OF A CONTINUING BREACH.
    • THESE SUPPLY TERMS AND OUR PRIVACY POLICY CONSTITUTE THE ENTIRE AGREEMENT IN RESPECT OF OUR SUPPLY OF PRODUCTS AND/OR SERVICES TO YOU AND SUPERSEDE ALL PRIOR WRITTEN AND ORAL AGREEMENTS BETWEEN US AND YOU IN RELATION TO THE SAME SUBJECT MATTER.
    • THESE SUPPLY TERMS ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW SOUTH WALES, AUSTRALIA AND THE PARTIES SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF NEW SOUTHS WALES, AUSTRALIA.
21. ENQUIRIES

FOR ALL ENQUIRIES RELATED TO YOUR ORDER, INCLUDING DELIVERY OR PRODUCT SUPPORT MATTERS, YOU CAN CONTACT US IN THE FOLLOWING WAYS:

EMAIL: INFO@FREE-MAN.GALLERY

PHONE: +61 488 970 125

POST: SHOP 6, 350 BOURKE STREET, SURRY HILLS NSW 2010