Terms & Conditions

1. Introduction

1.1These Terms and Conditions of Sale (Terms) apply to every quotation, order and supply of goods and/or services (Works) provided by Impact Holdings Australia Pty Ltd ABN 87 657 792 722, trading as Reflective Fabrications (RF, we, us, our) to the customer (Customer, you, your).

1.2By placing an Order, paying a deposit or otherwise instructing RF to proceed, the Customer accepts these Terms in full. These Terms apply to the exclusion of any terms put forward by the Customer, including any terms on a purchase order, unless RF agrees to those terms in writing.

1.3Nothing in these Terms restricts, modifies or excludes any right the Customer has under the Australian Consumer Law (ACL) or any other legislation that cannot lawfully be excluded.

2. Definitions

In these Terms, unless the context otherwise requires:

Term	Meaning
Business Day	A day, other than Saturday, Sunday or a public holiday, on which banks are open for business in Melbourne, Victoria.
Confidential Information	Information disclosed by one party to the other that is marked confidential or would reasonably be regarded as confidential, including pricing, concepts, designs, samples, tooling, patterns and business processes.
Customer	The person or entity placing the Order, referred to as “you” or “your”.
GST	Goods and services tax under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Goods	Safety garments, reflective materials, traffic and signage products, customised visibility solutions and any other item manufactured or supplied by RF.
Insolvency Event	The Customer becomes insolvent, enters administration, receivership or liquidation, executes a deed of company arrangement, or is otherwise unable to pay its debts as and when they fall due.
Intellectual Property (IP)	All patents, trademarks, copyright, registered and unregistered designs, trade secrets, confidential know how, patterns, cutters and screens, and any application for the foregoing.
Loss	Any damage, loss, cost, expense or liability, and includes any claim, action or proceeding, whether present or future, fixed or unascertained, actual or contingent.
Order	A written purchase order, signed quotation, online checkout or email instruction accepted by RF describing the Works.
PPSA	The Personal Property Securities Act 2009 (Cth).
Price	The total amount payable for the Works as set out in the relevant quotation or invoice, exclusive of GST unless stated to be GST inclusive.
RF	Impact Holdings Australia Pty Ltd ABN 87 657 792 722, trading as Reflective Fabrications (RF), referred to as “we”, “us” or “our”.
Services	Ancillary services such as artwork setup, customisation, retrofitment of reflective tape, branding, warehousing, packaging, on site demonstrations and consultancy.
Works	The Goods and/or Services supplied under an Order.

3. Quotations and Orders

3.1Quotations are valid for 30 days from the date of issue unless stated otherwise, and may be withdrawn or varied by RF at any time before acceptance.

3.2A binding contract is formed on the earlier of RF receiving the Customer’s unconditional acceptance of a quotation, or RF commencing the Works following the Customer’s written instruction.

3.3The Customer is solely responsible for the accuracy of all specifications, artwork, measurements, colours, quantities and materials given in the Order. RF is not liable for any error, defect or delay arising from incorrect information supplied by the Customer.

3.4RF may accept or decline any Order at its discretion.

4. Prices and Payment

4.1All Prices are in Australian dollars and are exclusive of GST unless stated to be GST inclusive. GST is payable in addition to the Price at the applicable rate.

4.2Payment is received only once cleared funds are held in RF’s nominated account. RF may withhold dispatch, suspend Services, or cancel any Order, including any other outstanding Order placed by the Customer, if any payment is overdue.

4.3Credit terms, if offered, are at RF’s discretion, subject to approval, and may be varied, suspended or withdrawn by RF at any time on notice to the Customer.

4.4Interest accrues on any overdue amount at 2% per month, calculated daily from the due date until payment, both before and after judgment.

4.5The Customer must pay all amounts owing to RF in full without any deduction, set off or counterclaim.

4.6Where the cost of materials, freight or labour increases materially between the date of a quotation and the date of supply, RF may adjust the Price to reflect that increase on reasonable notice to the Customer, unless the Price has been separately confirmed as fixed in writing.

4.7For Custom-Made Goods, RF may require a deposit of up to 50% of the Price before commencing production, with the balance payable prior to dispatch unless credit terms have been agreed in writing. A deposit is non-refundable once production has started or materials have been ordered for the Order, consistent with clause 5.1.

4.8The Customer must not initiate a chargeback, payment reversal or bank dispute in respect of any amount properly invoiced under these Terms. Any concern about the Goods or Services must be raised directly with RF under clause 8 (Acceptance of Goods) or clause 10 (Warranty and Returns). If the Customer initiates a chargeback or reversal other than for an amount RF agrees was charged in error, RF may treat this as a breach of these Terms, suspend supply of any further Order, and recover the disputed amount, together with any bank or administration fees incurred, as a debt due and payable.

5. Changes, Cancellations and Returns

5.1  Custom-Made Goods

(a)Custom-Made means Goods made to the Customer’s specifications, including size, colour, materials, branding or any other non-standard feature.

(b)Once RF accepts an Order for Custom-Made Goods, it cannot be cancelled, returned or refunded once production has started, or once materials or components have been ordered specifically for that Order.

(c)Changes requested after acceptance may be accommodated at RF’s discretion, and may result in revised lead times and additional charges.

(d)This clause does not limit the Customer’s rights under the ACL for faulty Goods or Goods not supplied as described.

5.2  Supplier-Sourced Goods

(a)If RF supplies Goods purchased from a third-party supplier and that supplier applies a no-returns policy, the same policy applies to the Customer’s Order.

(b)Bulk supplier orders cannot be cancelled once the supplier has dispatched the goods from its warehouse.

5.3  Custom Vests and Tabards

(a)An Order may be cancelled before RF has commenced production and before RF has purchased additional stock for that Order.

(b)If RF has purchased stock or commenced production, the Order will be charged in full.

5.4  Stock Items – Change of Mind

(a)For stocked, non-custom Goods, change-of-mind returns are accepted within 14 days of invoice, provided the Goods are unused, in original condition, in original packaging, and returned at the Customer’s cost and risk.

(b)A restocking fee of 15% of the invoiced Price applies to all change-of-mind returns.

(c)Refunds are processed once the Goods are received and inspected by RF.

5.5  Return Process

(a)All returns must be pre-approved by RF and accompanied by a Return Authorisation Number (RAN).

(b)Goods returned without a RAN may be rejected and returned to the Customer at the Customer’s cost.

6. Delivery, Risk and Title

6.1Unless otherwise agreed in writing, Goods are supplied Ex Works (Incoterms® 2020) Clayton South, Victoria.

6.2Risk in the Goods passes to the Customer on the earlier of collection by the Customer or its carrier, or dispatch from RF’s premises.

6.3Title to the Goods does not pass to the Customer until RF has received payment in full of all amounts owing by the Customer to RF, whether in respect of that Order or any other Order.

6.4Quoted lead times are estimates only. RF is not liable for any delay caused by circumstances beyond its reasonable control, including material shortages, supplier delay, freight disruption, industrial action, or government restriction.

7. Security Interest (PPSA)

7.1Until title passes under clause 6.3, RF retains a security interest in the Goods, and in any proceeds of the Goods, within the meaning of the PPSA.

7.2The Customer must, on request, do anything reasonably required by RF to enable RF to register or perfect its security interest, including a purchase money security interest, under the PPSA, and must not grant any other security interest over the Goods to a third party until title has passed.

7.3If the Customer defaults on payment or an Insolvency Event occurs, RF may, without notice, enter any premises where the Goods are held and recover the Goods, and the Customer indemnifies RF for the reasonable cost of doing so.

7.4To the extent permitted by law, the Customer waives its right to receive notices otherwise required under the PPSA, and the parties agree that sections 96, 115 and 125 of the PPSA do not apply to the enforcement of RF’s security interest.

8. Acceptance of Goods

8.1The Customer must inspect the Goods on delivery and notify RF in writing of any shortage, incorrect quantity, or visible defect within 5 Business Days of delivery.

8.2If the Customer does not notify RF within that period, the Goods are deemed accepted. This clause does not limit the Customer’s rights under the ACL in relation to a defect that was not reasonably apparent on inspection.

9. Permits, Compliance and Artwork Approvals

9.1The Customer is responsible for obtaining any permit, approval, brand-guideline authority or third-party licence required before manufacture.

9.2RF will supply digital proofs or pre-production samples, where agreed, for approval. Approval of a proof or sample is authority to proceed, and any error overlooked and approved by the Customer is the Customer’s responsibility.

10. Warranty and Returns

10.1RF warrants that the Goods will be free from defects in workmanship and materials for 30 days from the date of invoice, and will be produced in accordance with the agreed specifications.

10.2Despite clause 10.1, garments manufactured by RF carry a 2 year warranty against defects in workmanship and materials from the date of invoice. This extended warranty covers failure caused by a manufacturing or workmanship defect attributable to RF. It does not apply to tape, signage, decals, fleet markings or any other non-garment product, and does not cover failure caused by normal wear and tear, misuse, or any other matter excluded under clause 10.4.

10.3Third-party manufacturer warranties, for example 3M reflective tape (up to 10 years) and the breathable reflective tape patent, apply in addition to and separately from RF’s warranty under clauses 10.1 and 10.2.

10.4This warranty does not cover damage arising from improper use, alteration or repair by the Customer, failure to follow care instructions, or fair wear and tear, abrasive exposure, chemical damage or excessive laundering.

10.5To claim under warranty, the Customer must notify RF in writing at [insert RF postal address, phone number and email for warranty claims] within the warranty period, provide reasonable evidence of the defect, and allow RF to inspect, repair or replace the Goods at RF’s option.

10.6Except as required by the ACL, RF’s liability for breach of a consumer guarantee is limited, at RF’s option, to replacement or repair of the Goods, supply of equivalent goods, or refund of the Price paid.

10.7Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

11. Intellectual Property and Tooling

11.1All IP owned or developed by RF, including patterns, cutters, screens, software, processes and designs, whether created before or during the supply of the Works, remains RF’s exclusive property. Payment of any tooling, setup or development fee does not transfer any IP right to the Customer, and grants the Customer no licence beyond the right to have the relevant Goods manufactured by RF.

11.2The Customer must not copy, reverse engineer or use any RF pattern, cutter, screen, design or process, or permit a third party to do so, without RF’s prior written consent.

11.3The Customer warrants that any artwork, logo or instruction it supplies does not infringe the IP rights of any third party, and indemnifies RF against any claim, loss or cost arising from a breach of this warranty.

11.4The Customer must not use any sample, proof, pattern or artwork produced by RF to seek a quotation or manufacture from another supplier.

12. Confidentiality

12.1Each party must keep the other’s Confidential Information confidential, use it solely to perform the Order, and not disclose it to a third party without the other party’s written consent, except where disclosure is required by law.

12.2This clause survives termination or completion of the Order for a period of three years.

13. Limitation of Liability

13.1To the maximum extent permitted by law, and except for any right or guarantee that cannot lawfully be excluded, RF’s total aggregate liability arising out of or in connection with the Works, whether in contract, tort, under statute or otherwise, is limited at RF’s option to the repair or replacement of the Goods, the resupply of the Services, or a refund of the Price paid for the Goods or Services giving rise to the claim.

13.2RF is not liable, in any circumstance, for any indirect, consequential or special loss, including loss of profit, revenue, production, business opportunity, anticipated savings or reputation, even if RF was advised of the possibility of that loss.

13.3Nothing in these Terms excludes, restricts or modifies any consumer guarantee under the ACL that cannot lawfully be excluded.

14. Indemnity

14.1 The Customer indemnifies RF, its directors, employees and agents against any Loss arising from or in connection with a breach of these Terms by the Customer, any negligent, wilful or unlawful act or omission of the Customer, any personal injury, death or property damage caused by the Customer’s use, misuse or alteration of the Goods, or RF’s reasonable reliance on information supplied by the Customer.

15. Force Majeure

15.1 Neither party is liable for a failure or delay in performing an obligation, other than a payment obligation, caused by an event beyond its reasonable control. The affected party must promptly notify the other party and resume performance as soon as reasonably practicable.

16. Insurance

16.1 RF holds Public and Products Liability insurance of A$20 million.

16.2 RF also holds Indemnity insurance and WorkCover insurance in accordance with Victorian legislation.

16.3 A Certificate of Currency for any of these policies is available on request.

17. Cancellation by RF

17.1 RF may cancel an Order and refund monies paid, less reasonable costs incurred, if the Customer breaches these Terms and fails to remedy the breach within 7 days of notice, an Insolvency Event occurs in relation to the Customer, or RF is unable to source critical materials on commercially reasonable terms.

18. Compliance with Laws

18.1 The Customer must comply with all applicable laws and standards relating to the installation, use and maintenance of the Goods, including workplace health and safety legislation and the relevant Australian Standards, for example AS/NZS 4602.1 and AS/NZS 1906.4.

19. Non-Solicitation

19.1 During the supply of the Works and for 12 months afterwards, the Customer must not, without RF’s written consent, directly or indirectly solicit, employ or engage any person who was an employee or contractor of RF and involved in the supply of the Works.

20. Relationship of Parties

20.1 Nothing in these Terms constitutes a partnership, joint venture or agency relationship between the parties.

21. Assignment

21.1 The Customer must not assign, novate or transfer any right or obligation under these Terms, whether directly or by a change of control, without RF’s prior written consent. RF may assign its rights under these Terms on written notice to the Customer, including as part of a sale or restructure of its business.

22. Waiver

22.1 A failure by either party to enforce a provision of these Terms is not a waiver of that provision, and does not affect that party’s right to enforce it at a later time.

23. Severability

23.1 If a provision of these Terms is held to be invalid or unenforceable, that provision is severed and the remainder continues in full force.

24. Notices

24.1A notice given under these Terms must be in writing and may be delivered personally, sent by prepaid post, or sent by email, to the last address or email address notified by the recipient.

24.2A notice is taken to be received: if delivered personally, at the time of delivery; if sent by prepaid post, on the second Business Day after posting within Australia, or the fifth Business Day after posting if sent to an address outside Australia; and if sent by email, at the time it is received on the recipient’s email server, but if received after 5pm or on a day that is not a Business Day, it is taken to be received at 9am on the next Business Day.

25. Entire Agreement

These Terms, together with any quotation, Order and any document expressly incorporated by reference, constitute the entire agreement between the parties in relation to the Works, and supersede all prior representations, negotiations and agreements, whether written or oral.

26. No Reliance

26.1 Each party confirms that it has made its own enquiries in relation to the Works, and does not rely on any representation made by the other party that is not set out in these Terms or the relevant Order.

27. Electronic Communications and Counterparts

27.1 RF may issue quotations, invoices and notices electronically, and an Order may be accepted electronically, including by email or online checkout. Any document may be executed in counterparts, and an electronic or scanned signature is as effective as an original.

28. Variation

28.1 No variation to these Terms is valid unless in writing and signed, or otherwise agreed in writing, by an authorised representative of both parties.

29. Remedies Cumulative

29.1 The rights, powers and remedies available to RF under these Terms are cumulative with, and not exclusive of, any other right, power or remedy available to RF at law, including under the PPSA.

30. Survival

30.1 The following clauses survive completion, expiry or termination of an Order: clause 2 (Definitions), clause 4 (Prices and Payment, to the extent of amounts owing), clause 7 (Security Interest), clause 10 (Warranty and Returns, for the balance of any warranty period), clause 11 (Intellectual Property and Tooling), clause 12 (Confidentiality), clause 13 (Limitation of Liability), clause 14 (Indemnity), clause 19 (Non-Solicitation), and clause 31 (Governing Law, Jurisdiction and Dispute Resolution).

31. Governing Law, Jurisdiction and Dispute Resolution

31.1These Terms are governed by the laws of Victoria, Australia.

31.2If a dispute arises under these Terms, a party must give the other party written notice setting out reasonable details of the dispute, and the parties must attempt in good faith to resolve the dispute through discussion between senior representatives within 14 days of that notice.

31.3If the dispute is not resolved under clause 31.2, either party may refer the dispute to mediation through the Dispute Settlement Centre of Victoria, or another mediator agreed between the parties, before commencing court proceedings, other than for urgent interlocutory relief.

31.4The Customer must continue to perform its obligations under these Terms, including payment obligations, during a dispute, unless RF agrees otherwise in writing.

31.5Subject to this clause, the parties submit to the non-exclusive jurisdiction of the courts of Victoria.

Acknowledgement

By placing an Order or paying a deposit to RF, the Customer acknowledges that it has read, understood and agrees to be bound by these Terms.