Terms and Conditions of Trading

Interpretation – In this agreement

“the Seller” means Hard Rock Enterprises Pty. Ltd. (trade as Hard Rock Clothing) and its successors, assignees and transferees;

“ the Purchaser” means the applicant, firm or company so identified overleaf together with its successors, assignees and transferees;

“the Products” means the Seller’s range of manufactured garments and accessories and any other items carried by the Seller from time for time.

Prices, Sizes, Colors

2.1 Prices quoted in the Seller’s published price list or by the representatives of the Seller are subject to change without notice and are not binding on the Seller.

2.2 The Products is charged at F.O.B origin.

2.3 Price is based on various quantities each style each colour. Minimum order of each style each colour for indent is requested.

2.4 Despite our best quality control, some colors may vary slightly from delivery to delivery.

2.5 The colors and size measurements displayed in the Seller’s published catalogues and web sites are a guide only and not an exact representation of the final products.

2.6 Due to the nature of the wholesale business, reasonable tolerances and variations in colour, size, weight, fabric, shrinkage, quality and other specifications may occur between batches.

Terms of Payment

3.1 Where the purchaser has a credit account, unless the Seller otherwise notifies the Purchaser, the Products must be paid for in full within thirty (30) days of the invoice. The Seller reserves the right at any time to vary the period of credit on thirty (30) days prior written notice to the Purchaser.

3.2 Where the Purchaser has a credit account and is overdue with any payment or if the Seller is in receipt of bank or trade references, which it regards as unsatisfactory, the Seller reserves the right to change the Purchaser to a C.O.D. account and interest will apply on overdue account at rate of 1.5% per month.

3.3 Where the Purchaser has a C.O.D account, the Products must be paid for in full on or before the time of delivery to the Purchaser.

3.4 The Purchaser shall have no right to set-off any monies against any outstanding accounts in respect of any claims it may have against the Seller.

Credit claims

4.1 The Seller must be notified by the Purchaser for delivery shortages and incorrect products against invoice in writing within 48 hours of receiving products.

4.2 The Seller must be notified by the Purchaser for faulty products in writing within seven (7) days upon receipt of products.

4.3 No credit will be issued if the Products have been printed, embroided, or changed in any way from the original states.

4.4 No credit will be issued if the Product’s fabric vary +/- 10 gsm and size measurements +/- 1.5 cm due to batch to batch products.

4.5 The Products returned must be accompanied with a copy of the relevant invoice number, the Seller authorization number and the name and address of the Purchaser and via the Seller nominated carrier.

4.6 The Seller shall not accept a credit claim made where the Purchaser has had the goods delivered directly by Seller to the Purchaser’s printers, embroiderers or other means than the Purchaser’s premises.

4.7 Due to the nature of sampling, the seller does not accept credit/returns for stock service samples. The seller reserves the right to determine whether or not the return is a sample or stock return

Delivery

5.1 Delivery shall be taken to the effective when the Products have been delivered to the Purchaser or the Purchaser’s agents nominated delivery address and all risk in respect of the Products shall pass immediately to the Purchaser on such delivery.

5.2 The Products is in a stock service, but needs 1-4 days allowance for preparation subject to seasons. The Seller shall use all reasonable endeavours to meet the Purchaser’s requested delivery date by the Seller shall not be liable to the Purchasers for any loss or damage whatsoever should it be delayed or prevented from delivering the Products on the nominated date.

5.3 Freight charges from proforma invoice or online website are approximates only, the Seller has the right to request for addition fees to make up for the difference.

5.4 Shipping time takes 2-3 weeks and airfreight takes 4-7 days for offshore order. The Seller shall not in any circumstances be liable for any delay in transit due to the season of shipping lines, airlines and ports of loading and discharging.

Retention of title.

6.1 The Seller shall retain title to the Products supplied to the Purchaser until it has received payment in full. The Products belonging

to the Seller shall be stored so that they are identifiable as such. That the Seller retains title to the Products until they have been

paid for shall not affect its rights as an unpaid seller. Furthermore, if payment is overdue the Seller shall be entitled to recover

the Products belonging to it and the Seller and its duly authorised agents shall at all times and without notice be entitled to enter

the premises believed to be occupied by the Purchaser without any liability for trespass or other damage and recover therefrom

the Products the subject of this agreement but only if there is then an existing default in the terms of payment for such products.

6.2 If the Products belonging to the Seller are disposed of by the Purchaser or an insurance claim is made in respect of them, the Seller shall be entitled to trace the sale and/or insurance process which proceeds shall be held by the Purchaser in a separate band account in trust for the Seller.

6.3 Once the risk has passed to the Purchaser in accordance with clause 5.1 or otherwise as agreed, the Products shall be and remain at the Purchaser’s risk at all times, unless the seller has retaken possession of the Products and the Purchaser shall insure and be liable for the Products accordingly.

Cancellation and return

7.1 The Purchaser may vary indent orders within seven (7) days of date of order. After seven (7) days, the order cannot be either varied or cancelled except at the discretion of the Seller.

7.2 Returned and cancelled stock service orders will only be accepted within 7 days and will incur a 17.5% handling fee, this also includes orders that have been packed but prior to invoicing and dispatch.

7.3 The Seller reserved the right immediately to cancel any order or suspend any delivery without incurring any liability to the Purchaser if the Purchaser is in default of payment or if the Purchaser becomes bankrupt, goes into liquidation, makes a composition with its creditors, has a receiver or manager appointed of whole or any part of its assets or business or takes or suffers any similar action in consequence of debt.

Non-Availability of Stock

While every effort will be make to fulfill the Purchaser’s orders for the Products, the Seller shall not be liable for any loss or damage arising as a result of non-availability of stock.

9 General

9.1 Failure to enforce any term of this agreement does not constitute a waiver and shall in no way affect the remaining terms.

9.2 The validity or unenforceability of any term of this agreement shall in no way affect the remaining terms.

9.3 Clause headings are purely for ease of reference and do not form part of or affect the interpretation of this agreement.

9.4 The construction, validity and performance of this agreement shall be governed by the laws of the States of New South Wales.

9.5 These terms and conditions of trading shall be binding upon the Purchaser, its successors, executors, administrators and permitted assigns and shall inure to the benefit of the seller, its successors and assigns.

9.6 If the Purchaser is a trustee or director of a company or a partner in a partnership, the Purchaser warrants that it has the authority and power to enter into this agreement and to personally guarantee the performance of all of the obligations under this agreement