FINESSE COLLECTION

TERMS & CONDITIONS OF TRADE

1. CREDIT PROVISION TERMS

1.1 The Agreement for the supply of goods by Finesse Collection to the Merchant comprises these Terms and Conditions, the Merchant’s credit application, and any statements and invoices issued by Finesse Collection to the Merchant in respect of goods supplied.

1.2 By executing these Terms and Conditions, the Merchant acknowledges that, upon Finesse Collection approving and accepting the Merchant’s credit application, a binding agreement is entered into between Finesse Collection and the Merchant.

1.3 Finesse Collection will notify the Merchant upon approval of the credit application of the credit limit, if any, applied to the Merchant’s account.

1.4 Finesse Collection reserves the right, at its discretion and subject to applicable law, to determine and vary the Merchant’s credit limit from time to time. The credit limit may be increased, reduced, suspended or withdrawn by Finesse Collection or its insurer.

1.5 Credit terms provided by Finesse Collection may be varied from time to time at the discretion of Finesse Collection, subject to applicable law.

1.6 The Merchant must promptly notify Finesse Collection in writing of any material change to information provided in its credit application, including changes to ownership, directors, business structure, trading address or financial circumstances.

1.7 To the extent permitted by law, Finesse Collection accepts no responsibility to the Merchant, any Guarantor or signatory for unauthorised use of the Merchant’s credit facility by a person who reasonably appears to Finesse Collection to be the Merchant or an authorised representative of the Merchant.

1.8 A failure by the Merchant to comply with its obligations under this Agreement may constitute an Event of Default under clause 9.

2. RETENTION OF TITLE

2.1 Risk in goods passes to the Merchant upon delivery to the Merchant or into the custody of a person acting on the Merchant’s behalf. If the Merchant fails to accept delivery or requests a delay in delivery, risk passes to the Merchant from the time of such failure or request.

2.2 Property in and title to goods supplied by Finesse Collection remains with Finesse Collection until the Merchant has paid in full:

(a)    the purchase price of the goods; and

(b)    all other monies owing by the Merchant to Finesse Collection on any account.

2.3 Subject to these Terms and Conditions, the Merchant may sell or otherwise dispose of goods supplied by Finesse Collection in the ordinary course of the Merchant’s business.

2.4 Where the Merchant disposes of goods before payment has been made to Finesse Collection, the Merchant must, to the extent permitted by law, account to Finesse Collection for the proceeds relating to those goods.

2.5 Where permitted by law, if goods have not been paid for by their due date, Finesse Collection may enter premises where the goods are reasonably believed to be located and recover possession of those goods, subject to the requirements of the Personal Property Securities Act 2009 (Cth) (“PPSA”) and any other applicable law.

2.6 While goods remain the property of Finesse Collection, the Merchant agrees:

(a)    to keep the goods identifiable as goods supplied by Finesse Collection;

(b)    only to dispose of the goods in the ordinary course of its business;

(c)    not to cause the goods to lose their identifiable character or be intermingled with other goods in a manner that prevents identification, except with Finesse Collection’s prior written consent;

(d)    not to claim any interest in the goods as security for an obligation owed by Finesse Collection to the Merchant;

(e)    not to claim a lien over the goods;

(f)      not to create or permit any third-party security interest in the goods except with Finesse Collection’s prior written consent;

(g)     to provide Finesse Collection with reasonable access, subject to applicable law, to premises where the goods are stored for the purposes of inspection or lawful recovery;

(h)    to take reasonable steps to protect the goods from loss or damage; and

(i)       not to remove, deface or obliterate any identifying mark, serial number, product code or other identification on the goods.

2.7 These Terms and Conditions apply to each order, contract and commercial transaction concerning the supply of goods or services by Finesse Collection to the Merchant unless otherwise agreed in writing.

3. INVOICES & PAYMENT

3.1 Finesse Collection will issue invoices and, where applicable, statements to the Merchant. Each invoice will specify the goods supplied, amounts payable and applicable payment terms.

3.2 By ordering or accepting delivery of goods, the Merchant agrees to these Terms and Conditions and the applicable trading terms shown on the invoice.

3.3 The Merchant must pay each invoice in accordance with the payment terms specified on that invoice or otherwise agreed in writing by Finesse Collection.

3.4 The applicable due date will be stated on the invoice.

3.5 In the absence of manifest error, Finesse Collection’s business records are prima facie evidence of goods and services supplied and amounts owing by the Merchant.

3.6 The Merchant’s obligation to pay Finesse Collection is not dependent upon the Merchant receiving payment from its customers.

3.7 Unless otherwise agreed in writing, the Merchant remains responsible for collecting amounts owing to it by its own customers.

3.8 Payment must be made by a payment method accepted by Finesse Collection.

Where the Merchant provides authority for Finesse Collection to charge a nominated credit or debit card, the Merchant authorises Finesse Collection to process amounts that have become due and payable in accordance with that authority.

3.9 Finesse Collection may apply a surcharge to credit or debit card payments where permitted by law. Any surcharge will not exceed the amount permitted under applicable Australian law.

3.10 Finesse Collection may offer promotional pricing, supplier-supported offers, special purchasing arrangements or other commercial offers from time to time. Additional terms notified to the Merchant in connection with a particular offer will apply to that offer.

4. LATE PAYMENT

4.1 If the Merchant fails to make payment by the due date, Finesse Collection may, subject to applicable law:

(a)    suspend further supply of goods;

(b)    place the Merchant’s account on hold;

(c)    reduce or withdraw the Merchant’s credit limit;

(d)    require future orders to be paid for in advance; and/or

(e)    exercise any other rights available under these Terms and Conditions or applicable law.

4.2 Suspension of the Merchant’s account does not extinguish or reduce any amount already owing to Finesse Collection.

4.3 Without limiting any other right available to Finesse Collection, overdue amounts may incur interest at the rate of 2% per month, calculated from the due date until payment, to the extent permitted by law.

4.4 The charging of interest does not extend the due date or constitute an agreement by Finesse Collection to defer payment.

4.5 If the Merchant fails to maintain its account in good standing, Finesse Collection may request reasonable financial information from the Merchant for the purpose of reviewing the Merchant’s credit facility.

4.6 The Merchant must reimburse Finesse Collection for reasonable costs incurred in recovering overdue amounts, including debt collection and legal costs, to the extent permitted by law.

5. DISPUTED INVOICES & RETURNS

5.1 If the Merchant disputes an invoice or wishes to return goods, the Merchant must promptly:

(a)    pay any undisputed portion of the invoice by the due date;

(b)    provide details of the reason for the dispute or proposed return;

(c)    provide supporting documentation where reasonably required; and

(d)    contact Finesse Collection using the contact details nominated by Finesse Collection.

5.2 Unless otherwise agreed, invoice disputes should be notified to Finesse Collection within a reasonable period after receipt of the invoice.

5.3 Returns are subject to Finesse Collection’s applicable returns policy and any rights or remedies available under Australian law.

5.4 Where goods have been specially ordered, customised, engraved, altered, resized or otherwise produced specifically for the Merchant, Finesse Collection may decline a change-of-mind return, subject to applicable law.

5.5 A dispute concerning part of an invoice does not entitle the Merchant to withhold payment of the undisputed portion.

6. SET-OFF

6.1 To the extent permitted by law, the Merchant must pay all monies owing to Finesse Collection without deduction, withholding, set-off or counterclaim unless otherwise agreed in writing.

6.2 Payments received from the Merchant may be applied to invoices as specified by the Merchant or, where no invoice is specified, in such manner as Finesse Collection reasonably determines.

7. TAXES AND CURRENCY

7.1 Unless expressly stated otherwise, prices are exclusive of GST and any other applicable taxes, duties or charges.

7.2 The Merchant must pay GST and any other applicable taxes, duties or charges relating to goods or services supplied under this Agreement, except taxes imposed on Finesse Collection’s income.

7.3 Unless expressly agreed otherwise in writing, all amounts payable to Finesse Collection are payable in Australian dollars (AUD).

7.4 Where Finesse Collection agrees to transact in another currency, the applicable exchange rate, fees and payment arrangements will be those specified by Finesse Collection in the relevant quotation, order confirmation or invoice.

8. DELIVERY

8.1 Goods will be delivered to the delivery address nominated by the Merchant or otherwise made available for collection as agreed between the parties.

8.2 Unless otherwise agreed in writing, the Merchant is responsible for freight, insurance, handling and other delivery charges.

8.3 The Merchant must ensure reasonable access is available for delivery of goods.

8.4 Any estimated delivery date provided by Finesse Collection is an estimate only unless Finesse Collection expressly agrees in writing that a particular delivery date is guaranteed.

8.5 Finesse Collection will use reasonable endeavours to meet estimated delivery dates but, to the extent permitted by law, is not liable for delays caused by circumstances outside its reasonable control.

8.6 The Merchant is responsible for inspecting goods promptly following delivery and notifying Finesse Collection of any shortage, incorrect goods, visible damage or other delivery discrepancy as soon as reasonably practicable.

8.7 Nothing in these Terms and Conditions excludes, restricts or modifies any consumer guarantee, right or remedy that cannot lawfully be excluded under the Australian Consumer Law or other applicable legislation.

9. EVENTS OF DEFAULT

9.1 Each of the following constitutes an Event of Default:

(a)    the Merchant fails to pay an amount by its due date;

(b)    the Merchant materially breaches these Terms and Conditions and, where the breach is capable of remedy, fails to remedy it within a reasonable period after receiving notice;

(c)    a security interest, judgment, enforcement order or similar process is enforced against a material part of the Merchant’s assets;

(d)    goods owned by Finesse Collection are seized, forfeited, confiscated or materially threatened with seizure;

(e)    information, representations or warranties provided by the Merchant in connection with its credit application are materially incorrect or misleading;

(f)      the Merchant becomes Insolvent;

(g)     the Merchant ceases or threatens to cease carrying on all or a material part of its business;

(h)    there is a material adverse change in the Merchant’s financial position which reasonably affects its ability to meet its payment obligations;

(i)       the Merchant ceases to be legally entitled to carry on its business; or

(j)       the Merchant defaults under another material agreement with Finesse Collection.

9.2 Following an Event of Default, and subject to applicable law, Finesse Collection may:

(a)    suspend or terminate the Merchant’s credit facility;

(b)    terminate this Agreement;

(c)    declare amounts owing immediately due and payable;

(d)    cease supplying goods;

(e)    require payment in advance for future orders; and/or

(f)      exercise rights relating to goods in which Finesse Collection retains title or holds a security interest.

9.3 The Merchant agrees to pay reasonable costs incurred by Finesse Collection in enforcing its rights or recovering amounts owing, including reasonable legal and recovery costs, to the extent permitted by law.

10. PRIVACY & CREDIT INFORMATION

10.1 Finesse Collection may collect, hold, use and disclose information relating to the Merchant, its directors, principals and Guarantors for legitimate business purposes including:

(a)    assessing and administering credit applications;

(b)    supplying goods and services;

(c)    managing the Merchant’s account;

(d)    processing payments;

(e)    recovering amounts owing;

(f)      fraud prevention and risk management;

(g)     dealing with insurers, professional advisers, service providers and contractors; and

(h)    complying with legal and regulatory obligations.

10.2 Where permitted by law and where the necessary consents have been obtained, Finesse Collection may obtain information from credit reporting bodies and other credit providers for the purpose of assessing an application for commercial credit or a guarantee.

10.3 Finesse Collection may disclose information to credit reporting bodies or other credit providers where authorised by the Merchant or Guarantor and permitted by applicable privacy and credit reporting laws.

10.4 Personal information will otherwise be handled in accordance with applicable Australian privacy laws and Finesse Collection’s privacy practices.

11. PERSONAL PROPERTY SECURITIES ACT

11.1 The Merchant acknowledges that these Terms and Conditions may constitute a security agreement for the purposes of the Personal Property Securities Act 2009 (Cth).

11.2 The Merchant grants Finesse Collection a security interest in goods supplied by Finesse Collection and, to the extent permitted by the PPSA, their proceeds, to secure payment of amounts owing to Finesse Collection.

11.3 Where applicable, Finesse Collection may register its security interest on the Personal Property Securities Register (“PPSR”), including as a purchase money security interest (“PMSI”) where the requirements of the PPSA are satisfied.

11.4 The Merchant agrees to provide information and assistance reasonably required by Finesse Collection to register, maintain or enforce a security interest.

11.5 To the extent permitted by the PPSA, the Merchant waives its right under section 157 of the PPSA to receive notice of a verification statement.

11.6 Nothing in these Terms and Conditions excludes any provision of the PPSA that cannot lawfully be excluded.

12. GUARANTEE

12.1 Where Finesse Collection requires a personal or director’s guarantee as a condition of granting credit, that guarantee must be executed in the form required by Finesse Collection.

12.2 A guarantee is separate from and additional to the obligations of the Merchant under these Terms and Conditions.

12.3 Finesse Collection may decline to provide or continue a credit facility where a requested guarantee has not been provided.

13. LIMITATION OF LIABILITY

13.1 Nothing in these Terms and Conditions excludes, restricts or modifies any guarantee, condition, warranty, right or remedy conferred by the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, or any other legislation where doing so would be unlawful.

13.2 Subject to clause 13.1 and to the extent permitted by law, Finesse Collection will not be liable for indirect, incidental, special or consequential loss arising from the supply, delay or non-supply of goods.

13.3 Where liability may lawfully be limited, Finesse Collection’s liability will be limited to the extent permitted by applicable law.

14. FORCE MAJEURE

14.1 Finesse Collection will not be liable for a failure or delay in performing an obligation where that failure or delay results from circumstances outside its reasonable control, including natural disasters, fire, flood, industrial action, transport disruption, war, civil disturbance, government action, epidemic or pandemic, interruption to utilities, supplier failure or international shipping disruption.

14.2 Finesse Collection will use reasonable endeavours to minimise the effect of such circumstances.

15. VARIATION

15.1 Finesse Collection may amend these Terms and Conditions from time to time, subject to applicable law.

15.2 Where an amendment materially affects an existing credit arrangement, Finesse Collection will provide reasonable notice where required by law.

15.3 The Terms and Conditions applicable to a transaction will be those in effect when the relevant order is accepted, unless otherwise agreed in writing.

16. SEVERABILITY

16.1 If any provision of these Terms and Conditions is found to be invalid, illegal or unenforceable, that provision will be read down to the extent necessary or, if it cannot be read down, severed without affecting the validity and enforceability of the remaining provisions.

17. WAIVER

17.1 A failure or delay by Finesse Collection in exercising a right under these Terms and Conditions does not constitute a waiver of that right.

17.2 A waiver is effective only if given in writing by Finesse Collection.

18. GOVERNING LAW

18.1 This Agreement is governed by the laws of New South Wales, Australia.

18.2 The parties submit to the jurisdiction of the courts of New South Wales and courts competent to hear appeals from those courts.

19. DEFINITIONS

In these Terms and Conditions:

“Agreement” means these Terms and Conditions together with the Merchant’s credit application, approved credit arrangements, quotations, accepted orders and applicable invoices.

“Australian Consumer Law” means Schedule 2 to the Competition and Consumer Act 2010 (Cth), as amended from time to time.

“Finesse Collection” means, trading as Finesse Collection PTY LTD.

“Goods” means jewellery, watches, precious metals, gemstones, diamonds, accessories, displays and any other goods or products supplied by Finesse Collection.

“Guarantor” means any person who provides a guarantee in respect of the Merchant’s obligations to Finesse Collection.

“Insolvent” includes circumstances where a receiver, manager, liquidator, provisional liquidator, administrator, restructuring practitioner, trustee in bankruptcy or similar officer is appointed to the Merchant or its property; the Merchant enters or proposes to enter an arrangement with creditors; the Merchant is unable to pay its debts as and when they become due; or an application or resolution is made for its winding up, subject to applicable law.

“Merchant” means the person, partnership, company, trust or other entity identified as the applicant in the relevant credit application.

“PPSA” means the Personal Property Securities Act 2009 (Cth).

“PPSR” means the Personal Property Securities Register.

ACCEPTANCE OF TERMS & CONDITIONS

The Merchant declares that the information provided in its credit application is true and correct.

By signing and submitting a credit application, placing an order after receiving these Terms and Conditions, or otherwise accepting a credit facility from Finesse Collection, the Merchant acknowledges that it has read and understood these Terms and Conditions and agrees to be bound by them.

The person signing on behalf of the Merchant warrants that they are duly authorised to bind the Merchant.

MERCHANT DETAILS

Legal Business Name: ______________________________________

Trading Name: ____________________________________________

ABN/ACN: _________________________________________________

Authorised Representative: _________________________________

Position: _________________________________________________

Signature: ________________________________________________

Date: _____________________________________________________

FINESSE COLLECTION

Legal Entity: Finesse Collection PTY LTD

Trading As: Finesse Collection

ABN/ACN: 12 701 498 348

Business Address: suite 203 80 Chandos Street Crows Nest 2065

Email: claire@finessecollection.com.au

Website: www.finessecollection.com.au

I agree to terms & conditions.