TERMS AND CONDITIONS
The Website and Wholesale Portal located at https://www.italtex.com.au/login (Site), is owned and operated by Italtex Trading Co Pty Ltd (ABN 86001377108) trading as Italtex Imported Rugs (Italtex).
- Background
These terms and conditions (Terms) and the Privacy Policy govern and apply to all, and any purchase, use, access and availability of our products (Products) and use of this site is dependent on agreement of these Terms by the customer user (User).
These Terms may be amended by Italtex at any time, and by continuing to use the Site or purchasing any Products, the User accepts the Terms as they apply from time to time.
- Access to Site and Product
(a) To place orders for Products through the Site, Users must first:
- apply for;
- be accepted for; and
- not be in breach of the terms of;
an account by Italtex (Account).
(b) As a User of this Site, you agree that:
(i) your access to and use of our Site is non-transferable;
(ii) you are responsible for maintaining the confidentiality of your login details at all times;
(iii) Italtex may deny anyone access to Products or the Site at any time and for any reason without notice; and
(iv) Italtex is not obliged to confirm the identity of the Users of the site.
3. Use of the Site
The User must:
(a) only use the Site for lawful purposes and for the purposes for which they are intended;
(b) not commit any act, engage in any practice or omit to commit any act that:
(i) is harmful to our systems, reputation or goodwill; or
(ii) interferes with the integrity of the Site, including, but not limited to, by hacking, transmitting any viruses, spyware, malware or any other code of a destructive or disruptive nature;
(c) not restrict, or attempt to restrict, another authorised User from using the Site; or
(d) not encourage or facilitate violations of the Terms.
4. Price
(a) The price for the Products is as displayed on the Site. The price does not include:
(i) any taxes, duties and charges (excluding GST) levied in connection with the supply of the Products; or
(ii) costs related to freight, shipping, packing and delivery fees;
unless otherwise negotiated or stated.
(b) The User acknowledges that Italtex has displayed and described as accurately as possible the colours, shapes and sizes of the Products shown on this Site. Italtex cannot guarantee that your monitor's or device's display will be accurate.
(c) Italtex reserves the right to accept or reject the Order for any reason at any time.
5. Restrictions on use and sale of Products
(a) Without limiting any other provision of the Terms, Users agree not to do any of the following:
(i) use the Products in a defamatory, fraudulent, lewd, obscene or otherwise illegal manner, including but not limited to infringing any third-party intellectual property or privacy rights, whether directly or in context or by juxtaposition with other services or products;
(ii) use the Products as part of a trademark, design mark, tradename, business name, service mark, or logo;
(iii)falsely represent that the User is the original provider, developer or manufacturer of Italtex Products;
(iv)remove, alter or disguise any copyright or other proprietary labels on the Products; repackage the Products in packaging other than its original packaging or any other packaging supplied by Italtex; or
(v) modify, adapt, merge, decompile, disassemble, reverse engineer, or create derivative works out of the Products.
(b) In the event of a product recall, the User must provide Italtex and any third party any reasonable assistance as required.
(c) The User must not, without Italtex prior consent or approval, sell or offer the Products for sale on any third party websites including but not limited to eBay, Amazon, WeChat, Facebook groups or Marketplace.
6. Payment
(a) Italtex will not ship the Products until receipt of payment in full. Italtex does not offer credit, consignment or other delayed payment terms, without prior approval.
(b) All payments are made in Australian Dollars (AUD) and may be converted to your local currency at the time of your order.
(c) "GST" means GST within the meaning of A New Tax System (Goods and Services) Act 1999 (Cth). Subject to this clause, if GST is payable in respect of any supply made to the User by Italtex, an amount equal to the GST payable (at the current prevailing rate) will be included as part of the price at which a Product is sold on this Site.
(d) the User agrees and acknowledges that Italtex can vary any fees or costs related to the Products at any time. The User will be notified of changes or variations.
(e) the User is responsible for ensuring payment details are correct. Changes to payment details can be made by contacting Italtex. If the credit card of the User expires or the payment method is invalid, access to Italtex Products may be disabled or revoked.
(f) If Italtex cannot process or accept your Order after payment is received, The User will be contacted by email or telephone.
(g) Italtex has the right to deny the User access to the Site or suspend or terminate the User’s Account if unable to process the applicable fees.
7. Promotional Materials
The User must not:
(a) use the promotional materials of Italtex for any other purpose, including to promote the Users own or any third party’s brand or products;
(b) remove, alter or obstruct any copyright or other proprietary notices on Italtex promotional materials;
(c) use any other imagery or material in connection with the sale of Italtex Products without prior consent of Italtex.
8. Delivery & Returns
8.1 Delivery
(a) Once an Order has been accepted and paid for in full, Italtex will arrange for shipping of the Products to the location nominated by the User when placing the Order.
(b) If the Order is paid in full and Italtex has the appropriate stock on hand to fulfil the Order, Italtex will ship the Products from our Sydney warehouse as soon as possible after the day of the placement of the Order.
(c) The User acknowledges that external factors beyond our reasonable control may delay delivery.
(d) In the event of any delay due to external factors, Italtex will not be liable to the User or the Users customers for any loss or liability arising from the delay.
8.2 Defective or incorrect Products
(a) If the User receives Products that are defective or incorrect, Italtex must be notified within 5 days of delivery with details of the shortage, error or defect.
(b) Where Italtex is reasonably satisfied that the Products are defective, we will, at our option:
(i) accept return, at Italtex cost, of the defective Products;
(ii) give the User credit for the defective Products; or
(iii) provide a refund for the defective Products.
(c) Where Products are incorrect, the User must, at Italtex cost, return the incorrect Products and we will arrange for the correct Products to be delivered to the User.
8.3 Risk and title
Risk and title in the Products will pass to the User on delivery of the Products to the User or the nominated carrier of the User.
9. Refunds
(a) If Italtex rejects the Order for any reason, the User will receive a refund of any money paid.
(b) Except as required by law, Italtex is under no obligation to refund any payment made by the User, in part or in full, for any reason, including, without limitation, deactivation of the Account or discontinued use of the Site.
10. Intellectual Property
(a) The Site and all of Italtex Products are subject to copyright. The material on the Site is protected under the laws of Australia and through international treaties.
(b) In these Terms, Intellectual Property (Rights) means all intellectual property rights, including all copyright, patents, trade-marks, design rights, trade secrets, circuit layouts, source code, domain names, logos, button icons, scripts, design elements, graphics, know-how and other rights of a similar nature worldwide, whether registered or unregistered, and any applications for registration or rights to make such an application.
(c) Italtex owns or is the licensee of all rights, title and interests (including Intellectual Property) in the Site, Promotional Materials or to the material (including all text information and content, graphics, logos and software) made available to the User on the Site (collectively, Site Content). The use and access of the Site do not grant or transfer any rights, title or interest to the User in relation to the Site Content.
(d) The User may view the Site using a web browser or mobile device and electronically copy and print in hard copy the Site Content solely for personal and non-commercial use.
(e) Italtex retains all rights, title and interest in and to its Products, Promotional Materials and the Site. Nothing the User does on or in relation to Italtex Products, Promotional Materials or the Site will transfer any:
(i) business name, trading name, domain name, trademark, industrial design, patent, registered design or copyright;
(ii) right to use or exploit a business name, trading name, domain name, trademark or industrial design; or
(iii) thing, intervention, design, system, work or process that is the subject of a patent, registered design or copyright or any other Intellectual Property Right (or an adaptation, improvement, modification of such a thing, invention, design, system, work or process).
(f) The User must not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, reverse engineer, create derivative works from, transfer or sell any Site Content, Promotional Materials or any other material in whatever form contained within the Site unless expressly stated otherwise in these Terms.
(g) The obligations accepted by the User under this clause survive termination or expiry of these Terms.
11. Privacy
Italtex will collect, use and disclose any personal information which the User provides when accessing the Site in accordance with Italtex Privacy Policy. For more information on Italtex information collection and handling practices, please view our Privacy Policy.
12. Exclusions and Limitation of Liability
12.1 Exclusions
(a) To the maximum extent permitted by law, Italtex excludes all representations and warranties relating to the subject matter of these Terms, our Site and the use of the Products and Promotional Materials. This exclusion includes, but is not limited to:
(i) the completeness, truth, suitability, quality or accuracy of the information or product descriptions published on the Site (including Promotional Materials, third-party material and advertisements);
(ii) whether any result or objective can be achieved or attained by accessing the Site or Products; or
(iii) that the information on the Site is current.
(b) Italtex does not warrant or represent:
(i) the Products will meet the Users requirements or expectations;
(ii) the accuracy of the captioning, keywording, heading, or any other information, representation or thing depicted on or associated with the Site;
(iii) that the Site or any Products on the Site will remain available, uninterrupted, timely, or error free; or
(iv) that any errors or defects on the Site or with our Products will be corrected.
12.2 Limitation of Liability
Everything on the Site is provided to Users "as is" and "as available". None of Italtex affiliates, directors, officers, employees, agents, contributors and licensors makes any representation or warranty about the Products referred to on the Site. This includes, without limitation, loss or damage which the User may suffer as a result of any of the following:
(a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, virus or any other harmful component, loss of data, communication line failure, unlawful third-party conduct, or theft, destruction, alteration or unauthorised access to records;
(b) costs incurred as a result of use of the Site and Products; or
(c) any defamatory, threatening, offensive or unlawful conduct by third parties, or publication of any materials relating to or constituting such conduct.
13. Indemnity
(a) the User agrees to indemnify Italtex for all losses, damages, liabilities, claims and expenses (including reasonable legal costs) incurred by Italtex arising out of or in connection with the Users use of the Site and Products, the Users breach of the Terms or any rights of third parties, except to the extent that we directly caused or contributed to the loss, damage, liability, claim or expense.
(b) Italtex reserves the right to assume the exclusive control of any matter otherwise subject to indemnification by the User, and in such case, the User agrees to cooperate with Italtex defence of such claim.
14. Termination
(a) Italtex may at any time, terminate the Terms with the User if:
(i) The User has breached any provisions of the Terms;
(ii) Italtex is required to do so by law; or
(iii) the provision of the Products to the User by Italtex is, in the opinion of Italtex, no longer commercially viable.
(b) Italtex reserves the right to cease operating the Site, without notice and for any reason.
(c) If one of the events described in clause 14(a) and (b) occurs, then:
(i) the User will not have any access to the Site or Products; and
(ii) Italtex will not be liable for any losses arising as a result of terminating your access to the Site.
15. Disputes
(a) A party must not commence legal proceedings (except proceedings seeking interlocutory relief) in respect of a dispute arising out of this Agreement unless it has complied with this clause 15. A party claiming that a dispute has arisen must notify the other party to the dispute giving details of the dispute.
(b) During the 15 business days after notice is given (or any longer period agreed in writing by the parties to the dispute) (Initial Period) each party to the dispute (Disputant) must co-operate and take all reasonable steps necessary to resolve the dispute.
(c) If the Disputants are unable to resolve the dispute within the Initial Period, each Disputant agrees that the Dispute must be referred for mediation to a mediator agreed on by the Disputant.
(d) If the Disputants are unable to agree on a mediator within 7 days after the end of the Initial Period, then the parties must submit the dispute for mediation through the Law Society of NSW and have the president of that Law Society appoint a Mediator and set the matter for mediation.
(e) The role of the mediator is to assist in negotiating a resolution of the Dispute. A mediator may not make a decision that is binding on a Disputant unless that Disputant has so agreed in writing.
(f) Each Disputant must pay its own costs of complying with this clause. The Disputants must pay equally the costs of any mediator engaged.
(g) The mediation will be held in Sydney NSW, Australia.
(h) After the Initial Period, a Disputant that has complied with this section may terminate the dispute resolution process by giving notice to each other Disputant. A party to the dispute will only be entitled to pursue other remedies available to it at law or otherwise, if the parties have failed to resolve the dispute within 30 Business Days after commencement of dispute resolution.
(i) All communications concerning negotiations made by the Disputants in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable law of evidence.
16. General
16.1 No Waiver
No waiver of rights in these Terms, any of our policies, or agreement between Italtex and a User shall constitute a subsequent waiver of this or any other right under these Terms.
Any failure on the part of italtex to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.
16.2 Severability
If any provision of the Terms is unenforceable or invalid, it will be ineffective to the extent that it will not affect the enforceability or validity of the remaining provisions.
16.3 Entire Agreement
These Terms and any other terms that form part of it shall constitute the entire agreement between Italtex and the User in relation to the use of the Site and shall supersede all previous agreements between Italtex and the User.
16.4 Law and Jurisdiction
These Terms are governed by and construed in accordance with the laws of NSW, Australia. The User submits to the non-exclusive jurisdiction of the Courts of NSW and Courts of Appeal from them for determining any dispute concerning these Terms.
16.5 Force Majeure
Force Majeure means an event which is beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, fires, acts of God, and governmental action. Neither The user or Italtex shall be deemed to be in breach of these Terms for any delays or failures in the performance of either party which results from a Force Majeure.