Effective date: 1 October 2025
Version: 1.1

1.1 These Trading Terms and Conditions apply to all quotations, orders, sales and supplies of goods by Star-Line to a Customer.

1.2 In these Terms:

Australian Supplier means Star-Line Distribution Pty Ltd ABN 70 690 611 388, of 2, 2 Apollo Close, West Gosford NSW 2250, Australia.

Business Day means a day other than a Saturday, Sunday or public holiday in the place where the Supplier has its principal place of business.

Contract means the contract between the Supplier and the Customer for a particular supply of Goods, consisting of:

(a) any special terms expressly agreed in writing by the Supplier;

(b) the accepted quotation, order confirmation or other written acceptance issued by the Supplier;

(c) any applicable written promotion or program terms;

(d) the Customer’s accepted credit application; and

(e) these Terms.

Customer means the person or entity ordering or acquiring Goods from the Supplier.

Goods means all goods supplied or to be supplied by the Supplier, including stock, display stands, display equipment, promotional materials, packaging and replacement goods where applicable.

GST means:

(a) for an Australian Contract, goods and services tax under the A New Tax System (Goods and Services Tax) Act 1999 (Cth); and

(b) for a New Zealand Contract, goods and services tax under the Goods and Services Tax Act 1985 (NZ).

New Zealand Supplier means Star-Line Direct Limited, company number NZBN 9429053163998, of c/ NZ TAX ACCOUNTANTS LIMITED, Suite A Floor 8 Harbourview Building, 152 Quay Street, Auckland Central, Auckland, 1010, NZ.

Order means an order or request by the Customer to purchase Goods.

PPSA means:

(a) for an Australian Contract, the Personal Property Securities Act 2009 (Cth); and

(b) for a New Zealand Contract, the Personal Property Securities Act 1999 (NZ).

PPSR means the Personal Property Securities Register established under the applicable PPSA.

Supplier or Star-Line means the Australian Supplier or New Zealand Supplier, as determined under clause 2.

Terms means these Trading Terms and Conditions, as updated for future Contracts in accordance with clause 29.

1.3 A reference to “including” or “includes” does not limit the words preceding it.

1.4 Headings assist readability and do not affect interpretation.

1.5 A reference to legislation includes amendments, replacements and subordinate legislation.

1.6 Unless the context requires otherwise:

(a) the singular includes the plural and vice versa;

(b) a reference to a person includes an individual, company, partnership, trust, association, government body or other entity; and

(c) a reference to writing includes email and other electronic communications capable of being retained.

2.1 Unless the Supplier states otherwise in a quotation, order confirmation or invoice:

(a) where the delivery address is in Australia, the Supplier is the Australian Supplier; and

(b) where the delivery address is in New Zealand, the Supplier is the New Zealand Supplier.

2.2 Only the entity identified as the Supplier is responsible for the relevant Contract. No other Star-Line entity has liability under that Contract.

2.3 The Customer must make payment to the bank account or payment facility nominated by the Supplier identified on the relevant invoice.

3.1 The Customer accepts these Terms when it:

(a) signs or electronically accepts a credit application referring to them;

(b) checks an online acceptance box referring to them;

(c) confirms by email or otherwise in writing that it accepts them;

(d) places an Order after being given these Terms or a link to them; or

(e) otherwise expressly agrees that they apply.

3.2 The person accepting these Terms or placing an Order on behalf of a Customer warrants that they have authority to bind the Customer.

3.3 These Terms apply to each subsequent Order placed through the Customer’s account unless different terms are expressly agreed in writing.

3.4 Terms contained in a Customer purchase order, procurement portal, email or other document do not apply merely because the Supplier accepts or fulfils the Order. Any Customer term applies only if expressly accepted in writing by an authorised representative of the Supplier.

3.5 A sales representative or agent cannot amend these Terms, approve a return, extend credit, vary a price or make a binding commitment on behalf of the Supplier unless the Supplier confirms that arrangement in writing.

4.1 The Customer must provide complete and accurate account, billing, delivery and contact information.

4.2 The Customer must promptly notify the Supplier of any change to its:

(a) legal or trading name;

(b) ownership or control;

(c) company, business, ABN, ACN or NZBN details;

(d) billing or delivery address;

(e) email address or telephone number; or

(f) financial position where the change may materially affect its ability to pay.

4.3 A credit account is personal to the Customer and may not be transferred to another person or entity. A change of business ownership may require a new account and credit approval.

4.4 The Customer is responsible for keeping account passwords and login details secure.

4.5 The Supplier may treat an Order placed through the Customer’s account, email address, electronic ordering platform or an authorised employee or representative as having been authorised by the Customer, unless the Supplier has received prior notice of unauthorised use.

4.6 The Customer must notify the Supplier promptly if it becomes aware of unauthorised use of its account.

5.1 A quotation, catalogue, price list, sample, website listing or presentation is an invitation to place an Order and is not an offer capable of acceptance unless it expressly states otherwise.

5.2 An Order placed by the Customer is an offer to purchase the Goods on these Terms.

5.3 The Supplier may accept or reject an Order in whole or in part.

5.4 A Contract is formed when the Supplier:

(a) issues a written order confirmation or other written acceptance;

(b) issues an invoice for the Order;

(c) dispatches the Goods; or

(d) otherwise confirms acceptance in writing,

whichever occurs first.

5.5 The Supplier may impose reasonable minimum order values, minimum quantities, pack sizes or ordering increments. These requirements will be stated in the relevant catalogue, sell sheet, ordering system or quotation.

5.6 Where Goods are sold in sealed packs or specified quantities, the Supplier is not required to split those packs or quantities.

5.7 The Customer must check each order confirmation promptly and notify the Supplier of any discrepancy before dispatch.

5.8 The Supplier may decline an Order because of stock availability, credit concerns, delivery restrictions, suspected error, suspected fraud or other reasonable commercial grounds.

6.1 Unless expressly stated otherwise:

(a) prices are in Australian dollars for an Australian Contract;

(b) prices are in New Zealand dollars for a New Zealand Contract;

(c) prices exclude GST;

(d) prices exclude freight, insurance, customs charges, duties, levies and other delivery costs; and

(e) recommended retail prices include GST where expressly stated.

6.2 The Customer must pay GST and any other applicable taxes or government charges in addition to the price.

6.3 A quotation is valid for the period stated in it. If no period is stated, it remains valid for 30 days, subject to stock availability.

6.4 Catalogue, website and price-list prices may change before an Order is accepted.

6.5 After an Order has been accepted, the Supplier will not increase the agreed price except to reflect:

(a) a change requested by the Customer;

(b) an incorrect delivery address, delivery requirement or quantity supplied by the Customer;

(c) a new or increased tax, duty, levy or government charge directly affecting the supply; or

(d) another change expressly agreed with the Customer.

6.6 If the Supplier identifies an obvious pricing or description error after accepting an Order but before dispatch, it will notify the Customer. The Customer may either accept the corrected Order or cancel the affected Goods without charge.

6.7 Any recommended retail price is a recommendation only. The Customer remains free to determine its own resale prices.

7.1 The Supplier will take reasonable care to ensure that product descriptions, specifications, dimensions, photographs and other information are accurate.

7.2 Colours, finishes, packaging, dimensions and appearance may vary slightly between production runs or from photographs and samples.

7.3 A sample illustrates the general type and quality of the Goods. It does not guarantee that every production item will be identical in every minor respect.

7.4 The Supplier will not make a material substitution without the Customer’s agreement.

7.5 All Goods are subject to availability. The Supplier may:

(a) supply available Goods and place remaining Goods on backorder;

(b) offer a reasonable alternative;

(c) cancel unavailable Goods and refund any amount paid for them; or

(d) ask the Customer whether it wishes to wait for restocking.

7.6 The Supplier does not guarantee any particular resale volume, sales rate, profit, margin, stock turn or commercial result from the Goods.

7.7 Sales information, past performance, forecasts, suggested margins and statements about likely customer demand are estimates or general guidance only unless expressly incorporated as a contractual commitment.

8.1 A promotion, rebate, discount, bonus-stock arrangement, launch-support program or other offer may be subject to separate written terms.

8.2 Where separate promotion terms conflict with these Terms, the promotion terms prevail only in relation to that promotion.

8.3 Unless the applicable promotion terms state otherwise:

(a) promotions cannot be combined;

(b) qualifying expenditure excludes GST and freight;

(c) bonus stock and promotional credits have no cash value;

(d) credits may only be used against future purchases from the issuing Supplier;

(e) credits are not transferable; and

(f) the Customer must have complied with its payment obligations to qualify.

8.4 The Customer must not deduct a claimed credit, rebate or allowance from an invoice unless the Supplier has issued a credit note or otherwise approved the deduction in writing.

9.1 Delivery dates are estimates unless the Supplier expressly agrees in writing that a date is fixed.

9.2 The Supplier will use reasonable efforts to meet estimated delivery dates but is not responsible for a reasonable delay caused by transport providers, ports, customs, suppliers, production delays or circumstances outside its reasonable control.

9.3 The Supplier may make partial deliveries and invoice each delivery separately.

9.4 Delivery occurs when:

(a) the Goods are delivered to the delivery address nominated by the Customer;

(b) the Goods are collected by the Customer;

(c) the Goods are handed to a carrier nominated or arranged directly by the Customer; or

(d) where the Customer has authorised delivery without a signature, the Goods are left at the authorised location.

9.5 The Customer must ensure that:

(a) the delivery address and instructions are accurate;

(b) there is suitable access for delivery;

(c) an authorised person is available to receive the Goods where required; and

(d) the delivery location is safe and suitable.

9.6 The Customer must pay reasonable redelivery, storage or additional freight costs caused by:

(a) an incorrect address or delivery instruction;

(b) no one being available to receive the Goods;

(c) unsafe or inadequate access;

(d) refusal of delivery without proper grounds; or

(e) another act or omission of the Customer.

9.7 A carrier’s proof of delivery, delivery scan, photograph or signed delivery record is evidence of delivery unless shown to be incorrect.

9.8 Where the Customer nominates and directly arranges its own carrier, the Supplier’s delivery obligation is completed when the Goods are handed to that carrier.

10.1 Risk of loss of or damage to the Goods passes to the Customer on delivery under clause 9.4.

10.2 Title may remain with the Supplier after risk has passed, as provided in clause 16.

10.3 The Customer is responsible for the Goods after risk passes, including loss, theft, damage and deterioration.

11.1 The Customer must inspect the Goods as soon as reasonably practicable after delivery.

11.2 Claims relating to visible:

(a) transit damage;

(b) shortages;

(c) incorrect Goods; or

(d) picking or packing errors,

must be notified to the Supplier in writing within 7 days after delivery.

11.3 A claim should include:

(a) the relevant invoice or Order number;

(b) the affected SKU and quantity;

(c) photographs where relevant;

(d) a description of the issue; and

(e) photographs of packaging where transit damage is alleged.

11.4 The Customer must preserve the affected Goods and packaging for a reasonable period so that the Supplier or carrier can inspect them.

11.5 A latent defect that could not reasonably have been identified during the initial inspection must be notified promptly after it is discovered.

11.6 Failure to comply with this clause does not exclude any right that cannot lawfully be excluded. It may, however, affect the Supplier’s ability to investigate a claim or recover from a carrier.

12.1 Goods are supplied on a firm-sale basis unless the Supplier expressly agrees in writing to a sale-or-return, consignment or launch-support arrangement.

12.2 The Supplier is not required to accept a return because:

(a) the Customer changes its mind;

(b) the Goods sell more slowly than expected;

(c) the Customer over-orders;

(d) the Customer no longer has space for the Goods or display; or

(e) the Customer’s business circumstances change.

12.3 A return will only be accepted where:

(a) required by law;

(b) the Goods are defective, damaged or incorrectly supplied and the Supplier accepts the claim;

(c) an applicable written sale-or-return or launch-support program permits the return; or

(d) the Supplier otherwise authorises the return in writing.

12.4 The Customer must obtain a return authorisation before returning Goods.

12.5 Unless required by law or otherwise agreed, authorised returns must be:

(a) unused and in saleable condition;

(b) in their original packaging;

(c) accompanied by the return authorisation and relevant invoice details; and

(d) returned using the method directed by the Supplier.

12.6 The Customer is responsible for return freight unless:

(a) the Goods were defective, damaged or incorrectly supplied by the Supplier; or

(b) the Supplier agrees otherwise.

12.7 The Supplier may refuse or reduce a credit where returned Goods are incomplete, used, damaged, marked, incorrectly packed or no longer saleable, except where the damage or condition is the reason for a valid statutory claim.

13.1 The Customer may request cancellation before dispatch, but cancellation is not effective until approved by the Supplier in writing.

13.2 The Supplier may require the Customer to reimburse reasonable costs already incurred in reliance on the Order, including production, procurement, packing and administration costs.

13.3 Custom-made, personalised, specially ordered or specially manufactured Goods cannot be cancelled after production or procurement has commenced unless the Supplier agrees otherwise.

13.4 An Order may not be cancelled after dispatch unless the Supplier agrees in writing.

13.5 If the Supplier agrees to accept a cancellation or return after dispatch, the Customer must pay:

(a) the original and return freight costs;

(b) reasonable handling and inspection costs; and

(c) reasonable restocking, administrative and commercial costs, up to 20% of the value of the returned Goods.

13.6 This clause does not limit any cancellation or return right that cannot lawfully be excluded.

14.1 Unless the Supplier agrees otherwise in writing, payment is due 30 days following the invoice date.

14.2 The due date stated on the invoice applies where it differs from clause 14.1 because the Supplier has approved different payment terms.

14.3 The Customer must pay invoices in full in cleared funds using an approved payment method.

14.4 The Customer must pay any undisputed part of an invoice by the due date, even if another part is disputed.

14.5 The Customer may not set off or deduct any amount from an invoice unless:

(a) the Supplier has issued a credit note;

(b) the Supplier has approved the deduction in writing; or

(c) the Customer has a legal right of set-off that cannot be excluded.

14.6 Unless the Customer gives a clear payment allocation when making payment, the Supplier may apply a payment to the oldest overdue amount first.

14.7 The Customer must reimburse reasonable bank dishonour, payment-reversal or chargeback costs actually incurred by the Supplier where the dishonour, reversal or chargeback was not caused by the Supplier.

15.1 An amount is overdue if it has not been received in cleared funds by its due date.

15.2 Interest accrues on overdue principal amounts at 12.5% per annum:

(a) calculated daily;

(b) on a simple interest basis;

(c) from the due date until payment in full; and

(d) without compounding.

15.3 If an amount remains overdue after written demand, the Customer must reimburse the Supplier for all reasonable external costs actually incurred in recovering or enforcing payment, including:

(a) debt collection agency fees;

(b) court filing and service fees;

(c) enforcement expenses; and

(d) reasonable legal costs,

to the extent permitted by law.

15.4 If an amount remains overdue for 5 Business Days after written demand, the Supplier may, subject to applicable law:

(a) suspend further deliveries;

(b) place unshipped Orders on hold;

(c) withdraw or reduce credit facilities;

(d) require payment before dispatch for future supplies; and

(e) declare all other invoiced and undisputed amounts immediately due.

15.5 Interest and recovery costs are payable in addition to the original overdue amount.

15.6 The Supplier may waive interest or costs in a particular case without waiving its right to apply them in another case.

16.1 Title to particular Goods remains with the Supplier until the Supplier receives payment in full of:

(a) the purchase price of those Goods;

(b) freight and other charges relating to those Goods; and

(c) GST on those amounts.

16.2 Until title passes, the Customer:

(a) holds the Goods subject to the Supplier’s security interest;

(b) must keep the Goods identifiable where reasonably practicable;

(c) must not deliberately remove or obscure identifying packaging or markings before resale;

(d) must keep the Goods in reasonable condition; and

(e) must not dispose of the Goods except through a genuine sale in the ordinary course of its retail business.

16.3 The Customer may resell the Goods in the ordinary course of business before title passes.

16.4 To the extent permitted by the applicable PPSA, the Supplier’s security interest continues in identifiable proceeds of the Goods.

16.5 If the Customer defaults and the Supplier is entitled to enforce its security interest, the Customer must:

(a) identify unpaid Goods still in its possession or control;

(b) preserve those Goods;

(c) make those Goods reasonably available to the Supplier; and

(d) provide reasonable assistance required for lawful enforcement.

16.6 The Supplier may only enter premises or recover Goods in accordance with applicable law and without using force or breaching the peace.

17.1 The Customer acknowledges that:

(a) these Terms constitute a security agreement for the purposes of the applicable PPSA; and

(b) the Supplier has a security interest in the Goods and their proceeds.

17.2 The Customer grants the Supplier a security interest in:

(a) all Goods supplied by the Supplier to the Customer for which payment remains outstanding; and

(b) the identifiable proceeds of those Goods,

to secure payment of the purchase price and related charges for those Goods.

17.3 To the extent that the security interest is a purchase money security interest, the Supplier may register it as a purchase money security interest.

17.4 The Customer consents to the Supplier registering and maintaining financing statements or other registrations on the applicable PPSR.

17.5 The Customer must promptly provide information reasonably required to:

(a) register, maintain, amend or discharge a registration;

(b) identify the Customer correctly on the PPSR; or

(c) enforce the security interest.

17.6 The Customer must give the Supplier at least 14 days’ written notice before changing its legal name, entity type, ACN, ABN, NZBN or other identifier used for PPSR registration, unless the change occurs without prior notice to the Customer, in which case notice must be given promptly afterwards.

17.7 To the extent permitted by law, the Customer waives the right to receive a copy of any verification statement or notice of registration relating to the security interest created by these Terms.

17.8 The Supplier will amend or discharge a PPSR registration when required by law.

17.9 Nothing in these Terms excludes or limits a mandatory right or obligation under the applicable PPSA.

17.10 Capitalised terms used in this clause that are defined in the applicable PPSA have the same meaning as in that legislation.

18.1 Unless an Order, invoice or separate agreement states that a display stand or other display equipment is loaned, the display equipment is supplied as part of the relevant Order.

18.2 Where display equipment is supplied as part of an Order, title remains with the Supplier until the amounts specified in clause 16.1 have been paid in full.

18.3 Where display equipment is expressly stated to be loaned:

(a) title remains with the Supplier at all times;

(b) the Customer must use it only to display the products or ranges approved by the Supplier;

(c) the Customer must take reasonable care of it;

(d) the Customer must not sell, transfer, dispose of or grant an interest in it;

(e) the Customer must notify the Supplier if it is lost, damaged or no longer required; and

(f) the Customer must return it on reasonable written request, subject to any agreed display period or program terms.

18.4 The Customer is not responsible for fair wear and tear to loaned display equipment.

18.5 The Customer must not remove or alter Star-Line branding from loaned display equipment without written approval.

19.1 Credit facilities are discretionary and subject to the Supplier’s approval.

19.2 The Supplier may set or change a credit limit for future Orders after considering reasonable matters such as:

(a) payment history;

(b) current exposure;

(c) credit information;

(d) insurance requirements; and

(e) material changes in the Customer’s financial position.

19.3 The Supplier will give reasonable notice of a change to credit terms where practicable.

19.4 The Supplier may immediately suspend further credit where:

(a) an invoice is overdue;

(b) the Customer exceeds its credit limit;

(c) the Supplier reasonably believes the Customer may be unable to pay;

(d) information supplied in a credit application was materially incorrect; or

(e) there is suspected fraud or unauthorised account use.

19.5 Where there are reasonable grounds to doubt payment for an accepted but unshipped Order, the Supplier may request payment in advance or other reasonable assurance of payment.

19.6 If the Customer does not provide the requested assurance within a reasonable period, the Supplier may cancel the unshipped part of the Order and refund any amount paid for Goods not supplied.

19.7 Any director’s guarantee or other third-party security must be contained in a separate signed document. These Terms do not, by themselves, create a personal guarantee.

20.1 The Customer must:

(a) store, display, handle and sell the Goods in accordance with applicable laws and any instructions or warnings supplied with the Goods;

(b) retain safety warnings, age recommendations, care instructions and mandatory labels;

(c) not alter, relabel or repackage Goods in a way that makes them unsafe, misleading or non-compliant;

(d) not make claims about the Goods that have not been approved by the Supplier or manufacturer;

(e) promptly notify the Supplier of any serious product complaint, safety incident or suspected defect; and

(f) reasonably cooperate with any safety notice, product withdrawal or recall.

20.2 The Customer must not sell Goods that it knows, or reasonably suspects, are unsafe or subject to a recall.

20.3 The Supplier may direct the Customer to stop selling or displaying affected Goods while a genuine safety issue is investigated.

20.4 Where a withdrawal or recall is required because of a defect or non-compliance existing when the Goods were supplied, the Supplier will bear the reasonable costs it agrees or is legally required to bear.

20.5 The Customer is responsible for loss to the extent caused by its unauthorised modification, repackaging, relabelling, misuse or misleading representation about the Goods.

21.1 Nothing in these Terms excludes, restricts or modifies any guarantee, condition, warranty, right or remedy that cannot lawfully be excluded, restricted or modified.

21.2 For an Australian Contract, this includes rights under the Australian Consumer Law where that law applies.

21.3 Goods acquired for resale will generally be treated differently from goods acquired as a consumer. The Customer must tell the Supplier before purchase if it is acquiring particular Goods for personal, domestic or household use rather than for resale or business use.

21.4 Where the Supplier is permitted to limit its liability for a failure to comply with a statutory guarantee relating to goods not ordinarily acquired for personal, domestic or household use, the Supplier’s liability is limited, at its option, to:

(a) replacing the Goods or supplying equivalent Goods;

(b) repairing the Goods;

(c) paying the cost of replacing the Goods or acquiring equivalent Goods; or

(d) paying the cost of having the Goods repaired,

provided that it is fair and reasonable to rely on that limitation.

22.1 This clause applies only to a New Zealand Contract.

22.2 The parties acknowledge that:

(a) the Supplier is in trade;

(b) the Customer is acquiring the Goods in trade and for business purposes; and

(c) except where the Customer has disclosed otherwise before the Contract is formed, the Goods are acquired for resale or use in the Customer’s business.

22.3 To the extent permitted by section 43 of the Consumer Guarantees Act 1993, and where it is fair and reasonable that the parties are bound by this clause, the parties agree that the provisions of that Act do not apply to the Contract.

22.4 To the extent permitted by section 5D of the Fair Trading Act 1986, and where it is fair and reasonable that the parties are bound by this clause, the parties agree to contract out of sections 9, 12A, 13 and 14(1) of that Act only to the extent necessary to give effect to:

(a) the entire-agreement provision in clause 28; and

(b) the Customer’s agreement that it has not relied on a representation that is not expressly included in the Contract.

22.5 Clause 22.4 does not:

(a) permit fraud or deliberate deception;

(b) protect a party that knowingly makes a false representation;

(c) exclude obligations that cannot lawfully be excluded; or

(d) prevent the Commerce Commission or another regulator exercising its statutory powers.

23.1 Subject to clauses 21 and 22, the Supplier warrants that the Goods will:

(a) materially correspond with their accepted description;

(b) be free from material defects in manufacture when delivered; and

(c) comply with applicable mandatory product-safety requirements known to the Supplier.

23.2 The warranty in clause 23.1 does not cover:

(a) normal wear and tear;

(b) damage after risk has passed;

(c) misuse, neglect or improper storage;

(d) unauthorised alteration, repair, relabelling or repackaging;

(e) failure to follow warnings or instructions; or

(f) minor variations described in clause 7.2.

23.3 Where the Supplier accepts a valid claim, it may provide an appropriate remedy, including:

(a) replacement Goods;

(b) repair;

(c) a credit note;

(d) a refund; or

(e) another remedy agreed with the Customer.

23.4 The remedy will be selected having regard to the nature of the issue, the cost of the Goods, available stock and the Customer’s non-excludable statutory rights.

24.1 This clause applies only to the extent permitted by law.

24.2 The Supplier is not liable for:

(a) loss of profit;

(b) loss of revenue;

(c) loss of anticipated savings;

(d) loss of goodwill;

(e) loss of business opportunity;

(f) loss caused by the Customer’s failure to mitigate; or

(g) indirect or special loss,

arising from the Contract.

24.3 Clause 24.2 does not exclude a direct loss that was reasonably foreseeable and caused by the Supplier’s breach.

24.4 Subject to clauses 21, 22 and 24.5, the Supplier’s aggregate liability arising from a particular supply of Goods is limited to the amount paid or payable for the affected Goods.

24.5 The limitations in this clause do not apply to:

(a) fraud or deliberate misconduct;

(b) liability for death or personal injury that cannot lawfully be limited;

(c) the Supplier’s liability under a law that cannot be excluded or limited; or

(d) liability to the extent that applying the limitation would not be fair and reasonable.

24.6 The Customer must take reasonable steps to mitigate loss arising from a breach or defect.

25.1 All intellectual property in the Supplier’s:

(a) brands and trade marks;

(b) product designs;

(c) catalogues;

(d) photographs;

(e) artwork;

(f) sales materials;

(g) product descriptions; and

(h) website content,

remains owned by the Supplier or its licensors.

25.2 The Supplier grants the Customer a limited, non-exclusive, revocable licence to use approved product photographs, descriptions and marketing materials solely to advertise and sell genuine Goods purchased from the Supplier.

25.3 The Customer must not:

(a) alter a trade mark or brand presentation in a misleading or damaging way;

(b) claim ownership of the Supplier’s intellectual property;

(c) use the material to advertise competing or counterfeit goods;

(d) register a domain name, business name, social-media account or trade mark containing the Supplier’s brand without approval; or

(e) materially modify approved marketing material without written approval.

25.4 The licence in clause 25.2 ends when the Customer no longer stocks the relevant Goods or when the Supplier withdraws permission for reasonable brand, legal or compliance reasons.

26.1 The Supplier may collect, use, store and disclose personal information in accordance with:

(a) applicable Australian or New Zealand privacy laws; and

(b) the Supplier’s Privacy Policy available at [insert URL].

26.2 The Customer warrants that it has authority to provide personal information about its owners, directors, employees, representatives and trade referees.

26.3 Subject to applicable law and any required consent, the Supplier may use or disclose relevant information for:

(a) opening and administering the Customer’s account;

(b) assessing and monitoring commercial credit;

(c) verifying identity and authority;

(d) processing and delivering Orders;

(e) preventing fraud;

(f) collecting overdue amounts;

(g) obtaining trade references;

(h) registering or enforcing a security interest;

(i) insurance, audit and professional advice; and

(j) complying with legal obligations.

26.4 Information may be disclosed where reasonably necessary to carriers, warehouses, payment providers, insurers, professional advisers, debt collectors, credit-information providers and government authorities.

26.5 Any consent required for a personal credit check, director’s guarantee or disclosure to a credit reporting body may be obtained separately through the credit-application process.

27.1 Neither party is liable for delay or failure to perform an obligation, other than an obligation to pay money already due, where the delay or failure is caused by an event outside that party’s reasonable control.

27.2 Such events may include natural disasters, fire, flood, epidemic, pandemic, war, civil disturbance, industrial action, government restrictions, port disruption, customs delays, carrier interruption, shipping interruption, cyber incidents affecting third-party systems, power failure or supplier production failure.

27.3 The affected party must:

(a) notify the other party within a reasonable time;

(b) take reasonable steps to reduce the effect of the event; and

(c) resume performance as soon as reasonably practicable.

27.4 If an affected supply is delayed for more than 60 days, either party may cancel the undelivered part by written notice.

27.5 If the undelivered part is cancelled, the Supplier must refund any amount paid for Goods that will not be supplied.

28.1 The Contract contains the entire agreement between the parties concerning the relevant supply.

28.2 The Customer acknowledges that, in entering the Contract, it has relied on:

(a) the written terms of the Contract;

(b) product samples and information expressly incorporated into the Contract; and

(c) its own assessment of the suitability and commercial potential of the Goods.

28.3 The Customer has not relied on a forecast, opinion, statement or representation that is not expressly included in the Contract.

28.4 Clauses 28.1 to 28.3 do not exclude liability for:

(a) fraud;

(b) a deliberate or knowing misrepresentation; or

(c) misleading conduct that cannot lawfully be excluded.

28.5 If documents forming the Contract are inconsistent, the following order of priority applies:

(a) special terms signed or expressly agreed by an authorised representative of the Supplier;

(b) the accepted quotation or order confirmation;

(c) applicable promotion or program terms;

(d) the accepted credit application; and

(e) these Terms.

29.1 The Supplier may update these Terms from time to time by publishing a revised version on its website.

29.2 A revised version applies only to:

(a) Orders placed after the revised version takes effect; and

(b) an existing continuing account arrangement where the Supplier has given reasonable notice and the Customer places a further Order after that notice.

29.3 A change does not retrospectively alter a Contract already formed unless:

(a) the parties agree in writing; or

(b) the change is required by law.

29.4 The effective date and version number will appear at the beginning of these Terms.

30.1 Either party may close the Customer’s trading account by written notice. Closing an account does not cancel an existing Contract or affect accrued rights and payment obligations.

30.2 The Supplier may suspend supply or terminate an uncompleted Contract by written notice if:

(a) the Customer commits a material breach and does not remedy it within a reasonable period stated in the notice;

(b) an amount remains overdue after written demand;

(c) the Customer provides materially false or misleading credit information;

(d) the Supplier reasonably suspects fraud, illegality or unauthorised account use;

(e) the Customer becomes insolvent or subject to an insolvency process, to the extent termination is permitted by law; or

(f) continuing the supply would be unlawful.

30.3 Where a breach can be remedied, the Supplier will generally give the Customer a reasonable opportunity to remedy it before termination.

30.4 Termination does not affect:

(a) accrued payment obligations;

(b) rights relating to Goods already supplied;

(c) security interests;

(d) confidentiality and intellectual property obligations; or

(e) any provision intended to continue after termination.

31.1 A party must not disclose confidential commercial information received from the other party except:

(a) to employees, contractors, insurers, financiers or professional advisers who need the information and are subject to confidentiality obligations;

(b) with the other party’s consent;

(c) to enforce the Contract; or

(d) as required by law.

31.2 The Customer must take reasonable steps to protect wholesale login details, non-public wholesale pricing and confidential product-launch information.

31.3 This clause does not apply to information that:

(a) is publicly available other than through a breach;

(b) was already lawfully known to the receiving party; or

(c) is independently developed without using the confidential information.

32.1 A notice under these Terms must be in writing and sent to the postal or email address most recently notified by the receiving party.

32.2 A notice may be delivered by:

(a) hand;

(b) prepaid post or courier; or

(c) email.

32.3 A notice is taken to be received:

(a) if delivered by hand, when delivered;

(b) if sent by tracked post or courier, when the delivery record shows delivery; and

(c) if sent by email, when the sender’s system records successful transmission, provided the sender does not receive an automated failure message.

32.4 If an email is sent after 5:00 pm at the recipient’s location, it is treated as received on the next Business Day.

32.5 This clause does not govern formal service of court documents where applicable procedural laws require another method.

33.1 The Customer may not assign or transfer a Contract without the Supplier’s prior written consent, which will not be unreasonably withheld.

33.2 The Supplier may assign:

(a) an account receivable to a financier or debt purchaser;

(b) a Contract to a related company; or

(c) its rights and obligations as part of a genuine sale or restructuring of its business,

provided the assignment does not materially reduce the Customer’s contractual rights.

33.3 The Supplier will notify the Customer of an assignment where notice is reasonably required.

34.1 A failure or delay in exercising a right does not waive that right.

34.2 A waiver is effective only if given in writing and only for the particular matter stated.

34.3 If a provision is invalid, illegal or unenforceable:

(a) it is to be read down to the minimum extent necessary to make it valid and enforceable; or

(b) if it cannot be read down, it is severed,

without affecting the remaining provisions.

34.4 The parties are independent contracting parties. Nothing in the Contract creates a partnership, joint venture, employment, fiduciary or agency relationship.

34.5 Each party must do anything reasonably necessary to give effect to the Contract.

34.6 The Contract may be accepted or signed electronically and in counterparts.

34.7 Except where the Contract expressly provides otherwise, it does not confer an enforceable benefit on a person who is not a party.

35.1 An Australian Contract is governed by the laws of New South Wales, Australia.

35.2 The parties to an Australian Contract submit to the non-exclusive jurisdiction of the courts of New South Wales and courts entitled to hear appeals from them.

35.3 A New Zealand Contract is governed by the laws of New Zealand.

35.4 The parties to a New Zealand Contract submit to the non-exclusive jurisdiction of the courts of New Zealand.

35.5 The non-exclusive jurisdiction provisions do not prevent the Supplier from bringing debt-recovery or enforcement proceedings in another court that has jurisdiction over the Customer or its assets.

Questions, notices and claims concerning these Terms should be directed to:

Australia
Star-Line Distribution Pty Ltd
Address: 2, 2 Apollo Close, West Gosford NSW 2250, Australia
Email: accounts@star-line.com.au
Telephone: 0494 388 444

New Zealand
Star-Line Direct Limited
Email: accounts@star-line.com.au
Telephone: +61 494 388 444