1.1 Additional Charges means freight, delivery, handling, storage, insurance requested by the Customer, duties, taxes, GST and other amounts payable in addition to the Purchase Price, together with reasonable recovery costs where the Customer is in default.
1.2 Agreement means these Terms, any accepted quotation or order, any applicable product specification, and any other document expressly incorporated by reference.
1.3 ACL means Schedule 2 to the Competition and Consumer Act 2010 (Cth), known as the Australian Consumer Law.
1.4 Business Day means a day other than a Saturday, Sunday or public holiday in New South Wales.
1.5 Customer means the person or entity acquiring Goods or Services from Versatile Spaces®.
1.6 Custom Goods means Goods manufactured, configured, cut, machined, coloured, branded, assembled or otherwise procured to a Customer-specific specification or order.
1.7 Goods means products supplied by Versatile Spaces®, including Vellex® products, components, accessories and replacement parts.
1.8 Services means any design, planning, configuration, installation, assembly, project support, consulting or related service supplied by Versatile Spaces®.
1.9 Purchase Price means the price stated in an accepted quotation, order confirmation or at checkout, exclusive of GST unless stated otherwise.
1.10 Website means versatile-spaces.com and any online store, configurator or space-planning interface operated by or for Versatile Spaces®.
2.1 A Customer order is an offer to purchase. An Agreement is formed when Versatile Spaces® accepts the order in writing, issues an order confirmation, accepts payment, or commences supply, whichever occurs first.
2.2 Versatile Spaces® may accept or reject an order, or accept part of an order, acting reasonably. If Versatile Spaces® cannot accept an order after payment has been taken, Versatile Spaces® will refund the amount paid for the part it cannot supply.
2.3 Customer purchase-order terms do not apply unless Versatile Spaces® expressly agrees to them in writing.
2.4 Once accepted, an order may only be cancelled or varied with Versatile Spaces®’s written agreement. Versatile Spaces® may charge reasonable costs already incurred, including committed third-party costs and work performed. Custom Goods cannot ordinarily be cancelled once manufacture or procurement has commenced, except where required by law.
3.1 Images, renders, colour representations, drawings, dimensions and product descriptions are intended to assist selection. Minor variations may occur due to manufacturing tolerances, monitor settings, raw material batches, finishes and product improvements.
3.2 Published dimensions are nominal unless expressly stated otherwise. Versatile Spaces® may make non-material design or component changes that do not materially reduce the function, safety or quality of the Goods.
3.3 The Customer is responsible for assessing whether Goods and Services are suitable for its particular intended use, environment, load, workflow and regulatory requirements, except to the extent the Customer has expressly disclosed a particular purpose and reasonably relied on Versatile Spaces®’s skill or judgment in circumstances where the ACL applies.
3.4 Any statement regarding standards, certifications, cleanability, chemical resistance, PC2/PC3 suitability, load ratings or performance applies only to the specific product/configuration and test basis identified in Versatile Spaces®’s current written product documentation.
4.1 Unless stated otherwise, quotations are valid for 30 days from the date of issue.
4.2 Prices exclude GST, freight and Additional Charges unless expressly stated otherwise.
4.3 Before acceptance, Versatile Spaces® may correct a genuine pricing, typographical, description or calculation error. After acceptance, Versatile Spaces® may only vary the price where the Customer requests a change, where the parties agree to a scope variation, or where a clearly identified variable third-party charge changes and the Agreement expressly allows that adjustment.
4.4 For project work, concealed site conditions, inaccurate Customer information, additional site attendances, waiting time, access restrictions or Customer-requested changes may be treated as a variation where reasonably necessary and notified to the Customer.
5.1 Unless approved trade terms or a quotation state otherwise, payment is due before dispatch or commencement of the relevant supply.
5.2 Approved trade accounts are payable within 14 days from the invoice date, unless otherwise agreed by Versatile Spaces® in writing.
5.3 If an undisputed amount is overdue, Versatile Spaces® may charge interest at 1.5% per month, or the maximum rate permitted by law if lower, calculated daily from the due date until payment.
5.4 Versatile Spaces® may suspend further supply for overdue undisputed amounts after giving reasonable notice, without affecting accrued rights.
5.5 The Customer must not withhold an undisputed amount by set-off or counterclaim, except where permitted by law.
6.1 Delivery dates are estimates unless expressly agreed as a fixed date. Versatile Spaces® will use reasonable endeavours to meet estimated dates and will keep the Customer informed of material delays.
6.2 Delivery charges are as quoted or shown at checkout. Bulky, remote-area, special-handling or dangerous-goods charges may apply where disclosed before order acceptance or otherwise agreed.
6.3 Risk in Goods passes to the Customer on delivery to the nominated delivery location or collection by the Customer or its carrier. Title is dealt with separately in clause 15.
6.4 The Customer must provide safe, suitable and timely access for delivery and unloading. Additional costs caused by failed delivery, unsafe access, waiting time or redelivery may be charged where reasonably incurred.
6.5 Versatile Spaces® may deliver in instalments where reasonable. Each instalment may be invoiced separately if the quotation or order provides for staged supply.
7.1 The Customer should inspect Goods promptly after delivery. Claims for visible transit damage, shortages or incorrect supply should be notified within 7 Business Days where reasonably practicable, with photographs and order details.
7.2 A failure to notify within that period does not exclude rights that cannot lawfully be excluded, including rights under the ACL.
7.3 The Customer must preserve packaging and make affected Goods available for reasonable inspection where requested.
8.1 This clause applies in addition to any non-excludable rights under the ACL.
8.2 For eligible standard stock Goods, Versatile Spaces® offers a 30-day change-of-mind return period from the invoice date, subject to prior return authorisation, proof of purchase and the Goods being unused, uninstalled, complete, resalable and in original packaging.
8.3 Approved change-of-mind returns are subject to a restocking fee of 20% of the Purchase Price, reflecting inspection, handling and repackaging costs. The fee does not apply where Goods are faulty, incorrectly supplied or otherwise returnable by law.
8.4 The Customer is responsible for return freight for change-of-mind returns. Versatile Spaces® is responsible for reasonable return freight where Goods were incorrectly supplied by Versatile Spaces® or where required by law.
8.5 Custom Goods, special-order items, clearance items identified as non-returnable, and Goods altered or installed after delivery are not eligible for change-of-mind return, except where required by law.
9.1 Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy that cannot lawfully be excluded, restricted or modified.
9.2 Where the ACL applies, the Goods and Services supplied by Versatile Spaces® come with guarantees that cannot be excluded. Any express or limited warranty Versatile Spaces® provides is additional to those rights.
9.3 Vellex® products are also covered by the Versatile Spaces® Limited Warranty in Part D, subject to its terms and the applicable Warranty Period.
10.1 To the maximum extent permitted by law, where a guarantee under the ACL applies and the Goods or Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, the liability of Versatile Spaces® for failure to comply with that guarantee is limited, at Versatile Spaces®’s option, to the remedies permitted by section 64A of the ACL.
10.2 To the maximum extent permitted by law, neither party is liable to the other for indirect or consequential loss, loss of profit, loss of revenue, loss of opportunity, loss of goodwill or loss of anticipated savings, except to the extent such loss cannot lawfully be excluded or was caused by fraud, wilful misconduct or a liability that cannot be limited by law.
10.3 Subject to clauses 9 and 10.1 and to any liability that cannot be limited by law, the aggregate liability of Versatile Spaces® arising out of or in connection with an Agreement, whether in contract, tort (including negligence), statute or otherwise, will not exceed the amount paid or payable by the Customer under the particular order for the Goods or Services giving rise to the claim.
10.4 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, wilful misconduct, or any other liability that cannot lawfully be limited.
11.1 Where installation or assembly is included, the Customer must provide clear access, a safe work area, suitable services, accurate site information and any required inductions or permits.
11.2 Unless expressly included, building works, electrical works, plumbing, wall reinforcement, structural engineering, hazardous-material removal, after-hours work and rectification of unsuitable site conditions are excluded.
11.3 Where the Customer or a third party installs or modifies Goods, the Customer must follow current installation instructions and applicable safety requirements.
12.1 Any layout, design, render, bill of materials or configuration generated by the Versatile Spaces® Website, Space Planner or team is based on information available at the time and should be checked against actual site dimensions and requirements before purchase, manufacture or installation.
12.2 Unless Versatile Spaces® expressly agrees to provide professional architectural, engineering or certification services, its design assistance does not constitute such services.
12.3 The Customer is responsible for verifying measurements, clearances, services, building conditions and compliance requirements before approving a final configuration.
13.1 Versatile Spaces® and its licensors retain all intellectual property rights in Vellex®, product designs, drawings, renders, photographs, specifications, software, configurators, know-how, branding and materials Versatile Spaces® creates or provides, except for Customer Materials.
13.2 The Customer retains ownership of logos, artwork, data and materials it supplies to Versatile Spaces® (Customer Materials) and grants Versatile Spaces® a limited licence to use them solely to perform the Agreement and related support obligations.
13.3 The Customer warrants that its Customer Materials and the authorised use of them by Versatile Spaces® do not infringe third-party rights, and will be responsible for loss reasonably arising from a breach of that warranty to the extent caused by the Customer.
13.4 Unless agreed otherwise, project drawings and proposals may be used by the Customer only for the project for which they were supplied and must not be used to manufacture or procure copies of the proprietary products of Versatile Spaces®.
14.1 Each party must keep confidential information received from the other party confidential and use it only for the Agreement, except where disclosure is required by law, to professional advisers, insurers, financiers or service providers under appropriate confidentiality obligations, or with consent.
14.2 Confidentiality does not apply to information that is public other than through breach, was already lawfully known, or is independently developed without use of the other party’s confidential information.
15.1 Title to Goods remains with Versatile Spaces® until all amounts owing for those Goods are paid in full. Risk passes in accordance with clause 6.
15.2 Until title passes, the Customer must keep unpaid Goods identifiable and must not grant an interest in them inconsistent with the rights of Versatile Spaces®, except for bona fide resale in the ordinary course of business.
15.3 These Terms constitute a security agreement for the purposes of the Personal Property Securities Act 2009 (Cth) (PPSA). The Customer grants Versatile Spaces® a security interest, including where applicable a purchase money security interest, in Goods supplied and their proceeds to secure amounts owing to Versatile Spaces®.
15.4 The Customer must provide information reasonably required to register, maintain or enforce that security interest and, to the extent permitted by the PPSA, waives the right to receive a verification statement. Each party must do anything reasonably necessary to give effect to this clause.
15.5 Any enforcement rights under this clause are subject to applicable law. Versatile Spaces® will not enter premises or repossess Goods except where legally entitled to do so.
16.1 A party is in material default if it materially breaches the Agreement and, where the breach can be remedied, fails to remedy it within a reasonable period after written notice.
16.2 Versatile Spaces® may suspend supply or terminate an affected order where the Customer fails to pay an undisputed overdue amount, becomes insolvent, or materially breaches the Agreement, provided the action is reasonably necessary to protect the legitimate interests of Versatile Spaces® and subject to applicable law.
16.3 The Customer remains liable for Goods supplied, Services performed and reasonable non-cancellable commitments incurred before suspension or termination.
17.1 The parties should attempt to resolve any dispute arising out of or in connection with an Agreement (Dispute) using this clause before commencing court proceedings, except where a party seeks urgent interlocutory or injunctive relief, or where action is reasonably necessary to protect a security interest or to comply with a time limit imposed by law.
17.2 A party claiming a Dispute has arisen must give the other party written notice under clause 18 setting out the nature of the Dispute, the outcome sought and sufficient detail to enable the other party to respond (Dispute Notice).
17.3 Within 10 Business Days after a Dispute Notice is given, the parties must confer in good faith, at a senior level with authority to resolve the Dispute, and use reasonable endeavours to resolve it, including by exchanging relevant information.
17.4 If the Dispute is not resolved within 20 Business Days after the Dispute Notice is given (or a longer period agreed in writing), either party may refer the Dispute to mediation administered by the Australian Disputes Centre (ADC) in accordance with the ADC Guidelines for Commercial Mediation current at the time. The mediation is to be conducted in Sydney, New South Wales, unless the parties agree otherwise.
17.5 The mediator is to be agreed by the parties or, failing agreement within 5 Business Days, appointed at the request of either party by the Chief Executive Officer of the ADC or their nominee. The parties bear their own costs of the mediation and share the mediator’s costs and any administrative fees equally.
17.6 If the Dispute is not resolved within 30 Business Days after referral to mediation, or within any longer period the parties agree in writing, either party may commence court proceedings in accordance with clause 22.
17.7 Each party must continue to perform its obligations under the Agreement (including obligations not in dispute) while a Dispute is being resolved. Nothing in this clause prevents a party from seeking urgent interlocutory or injunctive relief from a court.
17.8 Where the Customer acquires Goods or Services as a consumer, nothing in this clause limits or excludes any right the Customer has to pursue a remedy through a tribunal, ombudsman, regulator or other forum available under the ACL or other applicable law.
18.1 A notice, consent, approval, demand or other communication under or in connection with an Agreement (Notice) must be in writing, in English, and signed by or on behalf of the party giving it (or, for email, sent by an authorised representative of that party).
18.2 A Notice must be given to the recipient at the postal address or email address most recently notified by that party for the purpose of receiving Notices. The initial address for Versatile Spaces® is Level 2, Suite 5A, 60-62 McNamara Street, Orange NSW 2800, Australia, email info@versatile-spaces.com. The address for the Customer is the address or email address stated in the relevant quotation, order or account record, or otherwise notified in writing.
18.3 A Notice may be given by hand, by prepaid post, or by email to the address referred to in clause 18.2. A party may change its address for Notices by giving Notice to the other party under this clause.
18.4 A Notice is taken to be received: (a) if delivered by hand, on the day of delivery if that is a Business Day and delivery is before 5:00pm at the place of receipt, and otherwise on the next Business Day; (b) if sent by prepaid post within Australia, on the fifth Business Day after posting (or, if sent to or from an address outside Australia, on the tenth Business Day after posting); and (c) if sent by email, at the time the email enters the recipient’s information system, unless the sender receives an automated message that the email was not delivered, provided that if that time is not on a Business Day or is after 5:00pm at the place of receipt, the Notice is taken to be received at 9:00am on the next Business Day.
18.5 This clause does not apply to the service of any document in court proceedings, which must be effected in accordance with the applicable rules of court.
19.1 Neither party is liable for delay or failure caused by an event beyond its reasonable control, including natural disaster, fire, flood, epidemic or pandemic, war, civil disturbance, industrial action, cyber incident, transport interruption, utility failure, government action or material supply-chain disruption, provided the affected party takes reasonable steps to mitigate the impact.
19.2 The affected party must notify the other party of a material Force Majeure Event and its expected impact. If the event continues for more than 60 days and materially prevents performance, either party may terminate the affected undelivered portion on written notice without liability for future performance, subject to payment for Goods or Services already supplied and committed Customer-specific costs.
20.1 Versatile Spaces® handles personal information in accordance with its Privacy Policy in Part C.
20.2 Transactional communications may be sent where necessary to administer an order or customer relationship. Marketing communications may be sent where permitted by law and can be opted out of using the unsubscribe mechanism or by contacting Versatile Spaces®.
21.1 A reseller or dealer must not make representations, warranties or performance claims about Goods beyond the current authorised materials of Versatile Spaces® unless Versatile Spaces® approves them in writing.
21.2 Resellers must provide end users with applicable safety information, product instructions and warranty information supplied by Versatile Spaces®.
22.1 These Terms are governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and courts entitled to hear appeals from them.
22.2 If any provision is invalid or unenforceable, it is severed or read down to the minimum extent necessary without affecting the remainder.
22.3 A failure or delay to exercise a right is not a waiver of that right.
22.4 Versatile Spaces® may update these Terms for future orders. The terms applying to an accepted order are those in effect when that order is accepted, unless the parties agree otherwise or a change is required by law.
22.5 Notices under an Agreement must be given in accordance with clause 18.
