This Agreement may impact you, including that:
a) Wild Orchid’s liability to the Customer is limited or excluded in some circumstances;
b) The Customer may agree and be bound to the Agreement by way of conduct, including the making of an Order, making payment or by verbally accepting the terms therein;
c) The Customer may be liable to indemnify Wild Orchid in the event it breaches this Agreement; and
Terms and Conditions
1. Definitions and Interpretation
In these Terms and Conditions, unless the context requires otherwise:
Accepted Order means a Quote accepted by the Customer pursuant to this Agreement.
Agreement is comprised of the Commercial Details, the Terms and Conditions and any ancillary documents referred to or forming part of the Terms and Conditions.
Approvals means any certificate, licence, consent, permit, approval or other requirement of any Authority having jurisdiction in connection with the activities contemplated by this Agreement.
Australian Consumer Law means the Australian Consumer Law set out in Schedule 2 of the Competition Consumer Act 2010 (Cth).
Authority means any government, semi-governmental, statutory, administrative, fiscal or judicial body, department, commission, authority, tribunal, public or other person.
Claim includes any claim, including a notice, demand, debt, account, action, expense, damage, loss, cost, lien, liability, proceeding, litigation (including reasonable legal costs), investigation or judgment of any nature, whether known or unknown.
Commercial Details means:
(a) the commercial details to which these Terms and Conditions are attached or, if not applicable;
(b) any additional or separate document (whether described as a digital document, webform or the like) describing the commercial details (including, but not limited to, the details of the Customer, the Payment Terms and any Special Conditions) of Wild Orchid’s agreement to supply the Products to the Customer.
Consumer Guarantee means a consumer guarantee as it applies to supplies made under this agreement, as set out in under Part 3-2, Division 1 of the Australian Consumer Law.
Customer means you, or any person or entity who purchases Products from Wild Orchid, including the person or entity named in the Commercial Details.
Default Rate means 12% per annum.
Delivery Address means the delivery address described in the Commercial Details or an Accepted Order.
Disbursements means money which Wild Orchid pays or is liable to pay on behalf of the Customer or for the purpose of performing the Services and providing the Products and may include:
(a) travel expenses;
(b) Approval fees and charges;
(c) third party supplier fees,
unless expressly included in an Accepted Order.
Force Majeure Event means an act of God, fire, lightning, earthquake, explosions, flood, subsidence, insurrection or civil disorder or military operations or act of terrorism, expropriation, strikes, lock-outs or other industrial disputes of any kind not relating solely to the party affected, and any other event which is not within the reasonable control of the party affected but does not include any act or omission of the other party.
GST has the meaning given in GST Law.
GST Law has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Insolvency Event means the happening of any one or more of the following events:
(a) in relation to a natural person:
(i) that person being unable to pay his or her debts as and when they fall due;
(ii) an application and filing for bankruptcy being made in respect of that person; or
(iii) a receiver, or receiver and manager, trustee for creditors or trustee in bankruptcy or analogous person being appointed over that person’s assets or undertakings or any of them; or
(b) in relation to a body corporate:
(i) that body corporate being unable to pay its debts as and when they fall due;
(ii) a receiver, receiver and manager, administrator or liquidator being appointed over that body corporate’s assets or undertakings or any of them;
(iii) an application for winding up or other process seeking orders which, if granted, would render that body corporate an externally-administered body corporate being filed and not being withdrawn within 20 Business Days;
(iv) that body corporate being or becoming the subject of an order, or a resolution being passed, for the winding up or dissolution of that body corporate; or
(v) that body corporate entering into, or resolving to enter into, a deed of supplier arrangement or an arrangement, composition or compromise with, or proceedings being commenced to sanction such a deed of supplier arrangement or arrangement, composition or compromise, other than for the purposes of a bona fide scheme of solvent reconstruction or amalgamation
Invoice means an invoice issued by Wild Orchid to the Customer following acceptance of a Quote.
Loss means any damage, loss, claims, liability, expense or cost whether direct or indirect, consequential or incidental (including, but not limited to, legal fees). Order has the meaning given to that term in clause 3.1.
Payment Terms means the payment terms contained in the Commercial Details, an Accepted Order or an Invoice.
PPSA means the Personal Property Securities Act 2009 (Cth).
Personal Information has the meaning given to that term in the Privacy Act.
Privacy Laws means the Privacy Act 1988 (Cth) (Privacy Act) and the Australian Privacy Principles forming part of the Privacy Act.
Products means the products specified in the Commercial Details or an Accepted Order.
Quote means a quotation for Products issued by Wild Orchid to the Customer which, for the avoidance of any doubt, may be provided via email/electronic correspondence or verbally (including in-person or via telephone).
Security Interest has the meaning given in the PPSA.
Shipping, Returns and Exchange Policy means Wild Orchid’s policy described as such as made available on the Website or at www.wildorchidspaces.com.
Terms and Conditions means these terms and conditions.
Website means Wild Orchid’s website at www.wildorchidspaces.com.
In this Agreement:
(a) any word not defined in these Terms and Conditions will be given its meaning set out in other components of this Agreement or, if not otherwise define, its ordinary and natural meaning; and
(b) in the event of inconsistency, the following order of priority should apply to the Agreement:
(i) an Invoice; then
(ii) an Accepted Order; then
(iii) the Commercial Details; then
(iv) these Terms and Conditions.
2. Supply of Products
2.1 This Agreement records the terms and conditions on which Wild Orchid agrees to supply the Products to the Customer and, subject to the terms of the Agreement, applies to all Accepted Orders.
2.2 Subject to the terms of this Agreement, on payment of the Purchase Price by the Customer, Wild Orchid agrees to supply to the Customer the Product(s).
2.3 This Agreement applies to the sale of any Products via:
(a) in-store purchases;
(b) purchases via direct consultation with Wild Orchid (whether in person, virtually or otherwise);
(d) the Website;
(e) other means as otherwise permitted by Wild Orchid from time to time.
2.4 The Customer acknowledges and agrees that the Products are supplied for personal use only and, except where otherwise expressly consented to by Wild Orchid, must not be used for any commercial purposes, including (without limitation) for on-sale, resale or hire to third-parties.
2.5 The Customer acknowledges and agrees that the terms of this Agreement may be accepted by it by reason of conduct, including (without limitation) by making an Order with Wild Orchid or by verbally communicating its acceptance of this Agreement.
3. Product Orders
3.1 The Customer may make an enquiry with or submit a purchase order to Wild Orchid (each an Order), specifying:
(a) the Product it requires to be supplied;
(b) the Delivery Address, if not specified in or different to the Delivery Address described in the Commercial Details;
(c) any specifications or special requirements (including special delivery instructions) for the relevant Product.
3.2 Each Order placed is an offer by the Customer to purchase the particular Product for the Purchase Price notified (including the delivery and other charges and taxes) at the time the Order is placed.
3.3 In response to the receipt of an Order, Wild Orchid may, in its sole discretion:
(a) issue the Customer with a Quote containing no less than the Purchase Price for the Products in the Order;
(b) where the Purchase Price has been agreed:
(i) accept an Order by agreeing to supply the Products specified in that Order (each an Accepted Order); or
(ii) decline an Order (without being obliged to provide a reason for doing so) by giving notice to that effect to the Customer.
3.4 No Order is binding until it is accepted by Wild Orchid. For the avoidance of any doubt, acceptance of an Order may occur via:
(a) acceptance being communicated to the Customer;
(b) an Invoice being issued to the Customer;
(c) the Product being supplied (including being dispatched or collected); and/or
(d) any other means by which acceptance of the Order is demonstrated by Wild Orchid.
3.5 For the avoidance of any doubt, nothing in this Agreement compels or obliges Wild Orchid to accept an Order.
3.6 Wild Orchid may require the Customer to provide additional details (or confirm existing details) to enable Wild Orchid to process and/or complete any Orders or Accepted Orders (as applicable). The Customer acknowledges and agrees that it shall, upon reasonable request, provide or confirm such details, failing which, Wild Orchid shall be under no obligation to process, complete or fulfil any Accepted Orders.
4.Price and Payment
4.1 The Purchase Price will be as set out in the Commercial Details, Invoice, Quote or Accepted Order (as applicable). Clause 1.2(b) shall apply in the event of any inconsistency.
4.2 Except where specified by Wild Orchid, the Purchase Price shall be exclusive of:
(b) delivery charges or expenses;
(c) any other fees, charges, taxes or excises.
4.3 The Purchase Price included supplied to the Customer is current as at the time it is issued or supplied. If a subsequent updated Purchase Price is supplied, then this shall supersede the prior Purchase Price supplied (irrespective of the effect of clause 1.2(b)). Notwithstanding the foregoing, Wild Orchid reserves the right to change or alter the Purchase Price of any Products prior to the date of any Accepted Order.
4.4 All prices shown on this Site are in Australian Dollars (AUD).
4.5 Wild Orchid will charge the Customer, and the Customer agrees to pay, the following in relation to an Accepted Order (as applicable):
(a) the Purchase Price;
(b) Disbursements (if any);
(c) delivery charges and expenses;
(d) any other fees, charges, taxes or excises set out or payable pursuant to this Agreement,
pursuant to the timeframes described in the Payment Terms.
4.6 All fees and charges identified in the Agreement including the Purchase shall be inclusive of GST (unless otherwise indicated).
4.7 Wild Orchid may provide the Customer with a number of means for making payments of the Purchase Price, including (without limitation):
(b) electronic fund transfer;
(c) credit or debit card; and/or
(d) third-party payment service provider (e.g. PayPal, Shopify, Stripe etc.).
4.8 If paying by credit card, the Customers authorises Wild Orchid to debit the nominated card for an amount equivalent to the amounts due and payable pursuant to the terms of the Agreement (including those amounts contained in clause 4.5).
4.9 Products will not be dispatched or will not be permitted to be picked up until such time as all payments due and payable by the Customer have been received by Wild Orchid. Where payment is rejected or not received pursuant to the Payment Terms, Wild Orchid may cancel the Order.
4.10 Title and risk in each Product passes to the Customer upon dispatch of the Products by Wild Orchid or its agent or representatives.
5.1 Wild Orchid
(a) Prior to the dispatch of Products pursuant to an Accepted Order, Wild Orchid may vary or cancel all or any part of that Accepted Order without any liability to you for that cancellation if:
(i) the requested Product(s) in that Accepted Order are not available;
(ii) the requested Product(s) in that Accepted Order are unavailable due to a Force Majeure Event;
(iii) there is an error in the Purchase Price, the Product description or any other fees or charges payable under the Agreement;
(iv) your Accepted Order weight exceeds the maximum postal delivery weight (in which case Wild Orchid will contact you to make alternative arrangements where possible); or
(v) that Order has been placed in breach of this Agreement.
(b) If Wild Orchid cancels the Accepted Order (or any part of it) pursuant to clause 5.1, then it will endeavour to provide the Customer with reasonable notice of that cancellation, and will not charge the Customer for the cancelled part of the Accepted Order, provided the Customer is not at fault or in breach of the Agreement.
(c) In the event that a Product is unavailable, Wild Orchid may substitute substantially similar products for equal or greater value.
(a) Customers may not cancel Accepted Orders (or any part of them). In the event the Customer wishes to amend any part of the Accepted Order (including the Delivery Address), the Customer should contact Wild Orchid directly.
(b) If Wild Orchid agrees to amend, vary or cancel an Accepted Order, it does so in its sole discretion and may (but is in no way obligated to) provide a credit or refund (at its election) of the relevant Purchase Price, less any out of pocket expenses or Disbursements.
6.1 Unless otherwise expressly stated by Wild Orchid, Delivery is offered within Australia only.
6.2 Delivery times may vary and any delivery or arrival times are estimates only.
6.3 By agreeing to the terms of this Agreement, you acknowledge and agree to the terms of the Shipping, Returns and Exchange Policy.
6.4 For further information in relation to the delivery of Accepted Orders, please refer to the Shipping, Returns and Exchange Policy
7.Warranty and Liability
7.1 To the extent permitted by the Australian Consumer Law and any other law, any warranty included with any Product is a warranty which is claimable by the Customer against the manufacturer of the Product only.
7.2 Where Wild Orchid is permitted by law (and subject to clause 7.7):
(a) it does not warrant or represent the suitability of a Product for any purpose; and
(b) not be liable to the Customer for any Losses (including without limitation for loss of revenue, loss of profits, failure to realise expected profits or savings and any other commercial or economic loss of any kind) or loss or corruption of data, in contract, tort, under any statute or otherwise (including negligence) arising from or connected to the Product.
7.3 To the extent permitted by the Australian Consumer Law any other law, Wild Orchid’s liability in connection with this Agreement and the Products is limited to the Purchase Price.
7.4 To the extent permitted by the Australian Consumer Law any other law, the Customer releases and indemnifies Wild Orchid in respect of all Claims and Losses in connection with this Agreement or the Products, unless caused by our gross negligence.
7.5 Wild Orchid’s liability to the Customer for loss or damage of any kind arising out of this Agreement or in connection with the relationship established by it is reduced to the extent (if any) that the Customer causes or contributes to the loss or damage. This reduction applies whether Wild Orchid’s liability is in contract, tort (including negligence), under any statute or otherwise.
7.6 In the event there is a fault with a Product, Wild Orchid will provide you with a remedy in accordance with the Australian Consumer Law. No returns are accepted for change of mind.
7.7 Nothing in this Agreement is intended to exclude, restrict or modify rights which the Customer may have under the Australian Consumer Law.
7.8 A waiver of a right under this Agreement by Wild Orchid will not prevent any other exercise of that right or any other right.
8.1 Subject to clause 8.3, either party may terminate this Agreement on thirty (30) days’ notice, without cause.
8.2 Without prejudice to Wild Orchid’s rights under the Agreement, it may immediately terminate this Agreement in the event of:
(a) an Insolvency Event affecting the Customer; and/or
(b) in the event the Customer breaches this Agreement and, provided the breach may be remedied, does not remedy such breach within seven (7) days of being requested to by Wild Orchid.
8.3 In the event the Customer elects to terminate the Agreement pursuant to clause 8.1, all amounts owing by the Customer to Wild Orchid become immediately due and payable, including (without limitation) any part-paid Accepted Orders
9. Privacy and Data
9.1 Wild Orchid may collect your Personal Information in order to comply with its obligations under the Agreement.
9.3 Personal Information will be collected, used and/or stored pursuant to the Privacy Laws.
10.1 This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, understandings and communications, whether written or oral.
10.2 The Agreement operates as a ‘standing agreement’ and each Accepted Order shall constitute a separate contract for supply of the Products between the parties and Wild Orchid may enforce its rights under this Agreement against an Accepted Order, multiple Accepted Orders or the Agreement as a whole.
10.3 The Customer may not, without the prior written consent of Wild Orchid, assign, transfer or grant any Security Interest over, its right, title and interest in or to the Agreement to any person (or agree or purport to do so).
10.4 Wild Orchid may, without the prior written consent of the Customer, assign, transfer or grant any Security Interest over, its right, title and interest in or to the Agreement to any person (or agree or purport to do so).
10.5 Except as required by law, the Customer must not disclose to any person without Wild Orchid’s prior written consent the existence of, or details in, the Agreement or any other information Wild Orchid gives the Customer.
10.6 If any provision of the Agreement is illegal or unenforceable in any relevant jurisdiction, it must be enforced to the maximum extent possible, and if unenforceable may be severed for the purposes of that jurisdiction, without affecting its enforceability in any other jurisdiction or the enforceability of any other part of these terms and conditions.
10.7 All waivers must be in writing. A single or partial exercise or waiver by a party of a right relating to these terms and conditions does not prevent any other exercise of that right or the exercise of any other right. 10.8 Clauses 1, 7.4, 7.5 and any indemnities survive termination or expiration of this Agreement.
10.9 The Agreement is governed by and is to be construed in accordance with the laws applicable in New South Wales, Australia.