Terms & Conditions

  1. 1. Application of terms
      1. (a) These terms and conditions of sale (Conditions) apply to all transactions between Bruck Textiles Pty Ltd (Bruck) and the customer (Customer) in respect of all goods provided by Bruck to the Customer from time to time (the Goods), unless otherwise agreed in writing by the Chief Executive Officer.  
      2. 2. PURCHASE ORDER
      3. (a) To purchase any Goods the Customer must provide a written a purchase order (or contract in the event of a tender) and, if applicable, a full and detailed specifications (the Specifications). Order confirmation is at Bruck’s discretion, and may be issued with a proposed delivery date for the Goods.
      4. 3. ORDER DELAYS, CANCELLATIONS AND VARIATIONS BY CUSTOMER
      5. (a) Where the Customer cancels or requests a deferment of delivery of the Goods and such cancellation or deferment is agreed to by Bruck, Bruck  reserves the right to recoup any cost incurred as a result of the cancellation or deferment (as the case may be).
      6. 4. SPECIFICATIONs
      7. (a) In the event the Customer provides Specification to Bruck and Bruck agrees to provide Goods in accordance with those Specifications, Bruck shall have no liability to the Customer or any third party for any loss or damage arising from the goods so produced. The Customer shall be solely responsible for obtaining, and incurring the cost of, any insurance on such Goods. Unless agreed in writing, Bruck makes no representations or recommendations, and gives no opinions or advice in relation to the Goods or the Customer’s Specifications.
      8. 5. PRICES
      9. (a) Goods are sold to the Customer at the price current at the time of delivery. Unless expressly agreed, prices and quotations are exclusive of GST and any Australian or overseas taxes or duties, and freight or delivery charges.
      10. 6. TERMS OF PAYMENT 
      11. (a) Terms are strictly cash before delivery unless prior credit arrangements have been made.
      12. (b) Customers granted credit term facilities may have such facilities suspended or rescinded should they not conform to trading terms
      13. (c) Bruck may charge interest on all unpaid amounts at the rate of 10% per year calculated on a daily basis.
      14. 7. DELIVERY
      15. (a) The Company’s delivery records shall be the prima facie proof of delivery of the Goods in good order and of the description stated therein and shall be evidence of receipt by the Customer (notwithstanding the absence of any representative of the Customer at the delivery address).
      16. (b) Any entry by Bruck to the Customer’s premises to deliver goods shall be at the sole discretion of Bruck. In any such entry Bruck shall not be liable in any way or manner whatsoever for any loss, damage or injury caused to/sustained by any person or persons arising out of or in any way connected with such entry and Bruck shall be at all times be indemnified and be kept indemnified by the Customer.
      17. (c) It is the Customer’s responsibility to provide adequate signs and directions to enable the carrier to affect delivery. Failure to do so will render the Customer liable for any additional costs incurred by Bruck. 
      18. 8. Acceptance, Return of GOODS AND CLAIMS
      19. (a) The Customer must comply with all safety, care, cleaning, disposal and manufacturing directions or requirements issued by Bruck in relation to the Goods.
      20. (b) Bruck will not accept return for Goods ordered in error, or any Goods that have been cut or damaged in any other way or where the Customer has not complied with all safely, care, disposal and manufacturing directions or requirements Bruck will only accept return of Goods that do not comply with the Specification or Purchase Order. The Customer is deemed to have accepted a delivery of Goods upon delivery (unless the Customer (within 7 days of delivery) has notified Bruck in writing of its rejection of that delivery and the reasons for the rejection are accepted by Bruck); or immediately upon use of the Goods, whichever is the earlier.  The Customer warrants that it will inspect the Goods upon delivery to ensure that the Goods correspond with the Purchase Order or the Specifications. The Customer agrees that Bruck is not required to accept the return of any Goods for credit however Bruck reserves the right to credit the Customer’s account towards the Customer’s next Purchase Order where Bruck has supplied Goods not in accordance with the Specification or Purchase Order.
      21. (c) Substandard (“Sub”) grade fabrics shall not be on-sold or otherwise  provided to third parties by the Customer and no representations are made by Bruck in relation to the qualify or utility of Sub grade fabrics. Orders for Sub grade fabric of less than $AUD500 (inc GST) will incur an additional handling and freight cost of $50 per order. Subject to any contrary laws, Subs grade fabric may not be subject to exchange, return or refund once accepted by the Customer.
      22. 9. DELAYS
      23. (a) Any date for delivery of the Goods by Bruck is an estimated date for delivery only.  Bruck shall be under no liability for loss or damage, however it arises, if the Goods are not delivered by that date.
      24. 10. RISK
      25. (a) All risk in any Goods shall pass to the Customer upon delivery of the Goods to the Customer, the Customer’s nominated agent or representative, or to a carrier commissioned by the Customer. The Customer indemnifies Bruck against any loss incurred between the date of delivery of the Goods to the Customer and the date of title passed to the Customer.
      26. 11. PROPERTY
      27. (a) Property in the Goods shall remain with Bruck and Bruck reserves the right to dispose of the Goods until such time as full payment is made for all amounts owing by the Customer to Bruck under these Conditions.
      28. (b) If the Customer fails to pay all or any part of the Customer’s total indebtedness to Bruck, or an event of default as specified in clause 12 occurs, the Customer authorises and grants an irrevocable licence to Bruck and its authorised representatives to enter any premises where any Goods are kept to repossess the Goods and to use all reasonable force in doing so without any liability for any resulting damage;
      29. (c) Until payment in full has been received by Bruck,  the Customer shall store the Goods in a way that clearly manifests Bruck’s title; shall hold the Goods as bailee and as a fiduciary for Bruck; must not allow any person to have or acquire any right or interest in the Goods; and in the event of sale of the Goods  (whether in their original form, or altered, or as part of other products), the Customer in its position as a fiduciary shall assign to Bruck the benefit of any claim against a Customer; account fully to Bruck for the entire proceeds of the sale of those Goods and hold such proceeds on trust for Bruck separately for its account, not mixed with the Customer’s other money, debts or property and payable immediately without demand; and permit Bruck to trace the proceeds of any such sales in accordance with equitable principles.
      30. (d) Pursuant to Personal Property Securities Act, 2009 (the Act) (if in force) the Customer agrees and acknowledges that Bruck has an interest in any unpaid Goods and may have that interest registered in accordance with the Act. These Conditions constitute a personal money security instrument (PMSI) under the Act. Bruck may protect and perfect its rights under these Conditions, the Act and under any other relevant law. The Customer will cooperate with Bruck and, if necessary assist Bruck in taking steps to register this PMSI or otherwise notify the registry or authority of these Conditions.
      31. 12. BREACH
      32. (a) The Customer acknowledges and agrees that if the Customer fails to comply with any of these Conditions or in Bruck’s opinion, the Customer’s credit standing has materially changed, then Bruck may (in addition and without prejudice to any other rights that Bruck may have) require the Customer to immediately pay all amounts that are invoiced but unpaid;  to pay in advance for any further supply or delivery of Goods; to suspend or cease supplying Goods;  to demand that the unpaid  Goods be immediately returned to Bruck at the Customer’s expense; to enter the Customer’s premises and repossess Goods for which payment is overdue; or cancel any other contract(s) with the Customer or such parts as Bruck sees fit.
      33. (b) The Customer will be liable to Bruck for all costs incurred by Bruck, including all costs on a full indemnity basis, in securing payment or recovering the Goods and will be liable to Bruck for all costs incurred by Bruck arising, directly or indirectly, as a result of non-payment  for Goods, including legal costs.
      34. 13. Warranty and Limitation of Liability
      35. (a) To the fullest extent permissible by law, Bruck excludes all conditions and warranties implied by statute, general law or custom, and further excludes and expressly disclaims any and all liability for any loss, expense, damage or claim suffered or incurred by the Customer (whether direct, indirect or consequential) arising in any way out of use of the Goods, including but not limited to, lost profits, consequential damages or loss, costs and damages sustained or incurred directly by the Customer or as a result of a claim by a third party
      36. (b) To the extent that Bruck is not permitted by law to exclude liability in accordance with clause 13 (a) the Customer agrees that Bruck’s liability for any loss, expense, damage or claim suffered or incurred by the Customer (whether direct, indirect or consequential) arising from or in connection with the provision of the Goods or any negligent act or omission of Bruck, its officers, employees, contractors or agents, including but not limited to, lost profits, costs and damages sustained or incurred as a result of a claim by a third person or liability for breach of any express term of these Conditions, or liability for breach of any statutory or regulatory condition, is limited to, at the sole discretion of Bruck to the replacement of the Goods or the supply of equivalent Goods; the payment of the cost of replacing the Goods or of acquiring equivalent Goods.
      37. 14. Indemnity
      38. (a) The Customer agrees to immediately indemnify and keep indemnified Bruck and its directors, officers, employees and agents, from and against any and all actions, claims, proceedings or demands which may be brought against Bruck or its directors, officers, employees and agents, in respect of any loss, penalty, damage, death, injury, illness, costs, expenses and liabilities of any kind (including, without limitation, reasonable legal costs) whether for personal injury, environmental damage or property damage, and whether special, direct, indirect, or consequential including consequential financial loss, arising out of or in connection with the Customer’s purchase or use of the Goods, including any third party use of the Goods or any breach of warranty, default, act or omission or any negligence by Bruck or its directors, officers, employees and agents.
      39. (b) To the full extent permitted by law, Part 4 of the Civil Liability Act 2002 (NSW), (and other state equivalents) is excluded in relation to all and any rights, obligations and liabilities of either party under or in connection with these Conditions whether such rights, obligations or liabilities are sought to be enforced in contract (including breach of contract), in tort (including negligence), in equity, under statute or otherwise at law.
      40. 15. Intellectual Property
      41. (a) Bruck or others own and reserve all the proprietary rights in the Intellectual Property in the Goods.  If Bruck makes available or introduces any of its Intellectual Property to the Customer in providing Goods to the Customer then all proprietary rights to that Intellectual Property shall remain the sole property of Bruck or others. The Customer must notify Bruck immediately upon becoming aware of any known or threatened infringement of the proprietary rights in the Intellectual Property or any claim, proceeding or action instituted against Bruck in relation to the Intellectual Property, and must co-operate with and assist Bruck and comply with its instructions in relation to any of the above. Intellectual Property” means all forms of intellectual property throughout the world, whether or not registered including, without limitation, copyright, registered patent, design, trade mark, business name, domain name and confidential information including know-how, production process and trade secrets;
      42. 16. Force Majeure
      43. (a) Without limiting the generality of clause 9, Bruck shall not be liable for any loss or damage caused by its failure to, or delay in, delivering the Goods due to anything outside the reasonable control of Bruck.
      44. 17. GOVERNING LAW
      45. (a) These Conditions will be governed by and construed in accordance with the laws of New South Wales.  The parties agree to submit to the non-exclusive jurisdiction of the Courts of New South Wales.

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