Introduction

These Website and Sales Terms and Conditions govern:

• access to and use of vilu.com.au;
• enquiries and quotation requests submitted to VILU;
• orders placed through the website or directly with VILU; and
• the supply of products and related services by VILU.

By using the website, accepting a quotation, paying a deposit, placing an order or purchasing a product from VILU, you agree to be bound by these Terms.

VILU is operated by VILU LIVING PTY LTD.

Email: vilu@vilu.com.au
Website: vilu.com.au

Definitions

In these Terms:

• ACL means the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
• Business Day means a day other than a Saturday, Sunday or public holiday in New South Wales.
• Customer, you and your mean the individual, company or other entity accessing the website, requesting a quotation or purchasing Products from VILU.
• Order means an order for Products accepted by VILU.
• Products means furniture, accessories, components, replacement parts and other goods offered or supplied by VILU.
• Quotation means a written quotation, proposal, sales order or project offer issued by VILU.
• Terms means these Website and Sales Terms and Conditions, as amended from time to time.
• VILU, we, us and our mean VILU LIVING PTY LTD trading as VILU.
• Website means vilu.com.au and any associated webpage operated by VILU.

Application of these Terms

These Terms apply to all Orders unless VILU expressly agrees otherwise in writing.

An Order may also be subject to:

• an accepted Quotation;
• project-specific specifications;
• approved drawings or samples;
• the VILU Returns, Refunds and Exchanges Policy;
• product care instructions; and
• any other written terms expressly incorporated into the Order.

Where an accepted Quotation contains a term that is inconsistent with these Terms, the specific term in the Quotation will prevail to the extent of the inconsistency.

Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any guarantee, condition, warranty, right or remedy imposed or conferred by the ACL or any other law that cannot lawfully be excluded, restricted or modified.

Our Products come with consumer guarantees that cannot be excluded under the ACL where the ACL applies.

Website access and acceptable use

You may use the Website only for lawful purposes.

You must not:

• interfere with the Website’s operation, availability or security;
• attempt to gain unauthorised access to any system, account, server or database;
• introduce any virus, malware or harmful code;
• use any automated process to scrape, copy, monitor or extract Website content;
• submit information that is false, misleading, fraudulent or incomplete;
• impersonate another person or entity;
• use the Website in a manner that infringes another party’s rights; or
• use VILU’s content for an unauthorised commercial purpose.

VILU may restrict or suspend access to the Website where reasonably necessary to protect VILU, its customers, its systems or its intellectual property.

Website availability

VILU takes reasonable steps to maintain the accuracy and availability of the Website but does not guarantee that the Website will always be uninterrupted, secure or error-free.

VILU may modify, suspend or discontinue any part of the Website without notice where reasonably necessary.

Nothing in this section excludes any liability that cannot lawfully be excluded.

Product information

VILU takes reasonable care when preparing product descriptions, images, specifications, dimensions and other information.

Customers acknowledge that:

• product images may include styling items, accessories or surroundings that are not included in the sale;
• colours may appear differently depending on lighting, photography, screen settings and device type;
• dimensions may be subject to reasonable manufacturing tolerances;
• minor variations in finish, surface, construction and texture may occur;
• packaging may differ from images displayed online; and
• product specifications may be updated where reasonably necessary for safety, availability, manufacturing or product improvement.

VILU will not make a material substitution to an accepted Order without the customer’s agreement where such agreement is required.

Customers should request clarification before ordering where a colour, dimension, weight, specification or intended use is critical to their purchasing decision.

Product colours and finishes

VILU Products may be offered in several powder-coated colours and finishes.

Reasonable differences may occur between:

• digital images;
• printed materials;
• colour samples;
• products manufactured in different production batches; and
• products viewed under different lighting conditions.

A reasonable screen or lighting variation does not, by itself, constitute a product fault.

Customers placing commercial, project or quantity orders should request physical colour confirmation where an exact colour match is essential.

Quotations

Unless otherwise stated:

• a Quotation is valid for 14 days from its issue date;
• a Quotation is an invitation to place an Order and is not binding until accepted by VILU;
• product availability remains subject to confirmation;
• delivery and lead times are estimates;
• prices may be based on the quantities, specifications and delivery information stated in the Quotation; and
• any change to those details may require the Quotation to be revised.

VILU may withdraw or amend a Quotation before accepting the customer’s Order.

Formation of an Order

An Order is formed only when VILU has:

• received the customer’s order or acceptance of a Quotation;
• accepted the order in writing;
• received any required deposit or payment; and
• confirmed the availability or production of the Products.

An automated email acknowledging an online order does not necessarily constitute final acceptance of that order.

VILU may decline an order before acceptance where:

• a Product is unavailable;
• a price or description contains an obvious error;
• payment cannot be authorised or verified;
• delivery cannot reasonably be completed;
• the order appears fraudulent or unlawful; or
• VILU is otherwise unable to supply the Order.

Where VILU declines an order after receiving payment and the customer is not responsible for the cancellation, VILU will refund the relevant amount paid.

Pricing and GST

Unless expressly stated otherwise, prices displayed to Australian consumers are in Australian dollars and include applicable GST.

Delivery, assembly, installation, storage, special handling and other services may be charged separately.

VILU may change its prices at any time before accepting an Order.

A price change will not affect an Order already accepted by VILU unless:

• the customer requests a change to the Order;
• the parties agree to the change; or
• an obvious pricing or calculation error occurred.

If an obvious error is identified, VILU may offer the customer the option of proceeding at the correct price or cancelling the affected Order for a refund.

Payment

The customer must pay all amounts in accordance with the applicable checkout terms, invoice or Quotation.

Unless otherwise agreed in writing:

• payment must be made in full before dispatch or collection;
• manufacturing or procurement will not commence until the required deposit is received;
• an Order will not be reserved indefinitely while payment remains outstanding; and
• the customer is responsible for fees charged by the customer’s bank or payment provider.

Payment must be made using a method accepted by VILU.

Title to Products

Legal title to the Products remains with VILU until VILU has received all amounts payable in connection with the relevant Order.

The customer must not sell, transfer, pledge, encumber or otherwise dispose of unpaid Products.

Risk in the Products passes in accordance with section 20 of these Terms.

Custom and made-to-order Products

Custom, special-order, project-specific and made-to-order Products may require a deposit before work begins.

Once procurement, manufacturing, finishing or customisation has commenced:

• the Order cannot be cancelled without VILU’s written approval;
• requested changes may be declined;
• approved changes may affect the price and lead time; and
• the customer may be responsible for reasonable costs already incurred.

VILU may require written approval of dimensions, drawings, finishes, samples or specifications before commencing production.

The customer is responsible for reviewing and approving all submitted information carefully.

Nothing in this section limits any statutory right that cannot lawfully be excluded.

Order changes and cancellations

Customers must verify all Order details before acceptance, including:

• product model;
• colour and finish;
• dimensions;
• quantities;
• delivery address;
• delivery access;
• installation requirements; and
• contact information.

A request to change, defer or cancel an accepted Order must be made in writing.

VILU may approve or reject the request, taking into account:

• whether the Products are standard stock or made to order;
• whether procurement or manufacturing has commenced;
• whether the Order has been dispatched;
• costs already incurred; and
• commitments made to suppliers or freight providers.

Any approved cancellation may be subject to reasonable costs incurred by VILU. Those costs will be explained before the cancellation is finalised where reasonably practicable.

Lead times

Production, dispatch and delivery dates are estimates unless VILU expressly confirms in writing that a particular date is guaranteed.

Lead times may be affected by:

• product availability;
• production scheduling;
• raw-material availability;
• freight capacity;
• customs or port processing;
• carrier delays;
• weather;
• public holidays;
• industrial action;
• government restrictions; or
• circumstances outside VILU’s reasonable control.

VILU will take reasonable steps to notify the customer of a material delay.

Nothing in this section limits any right arising where VILU fails to supply Products within an agreed or reasonable time.

Delivery charges

Delivery charges are calculated according to factors that may include:

• delivery location;
• product dimensions and weight;
• quantity;
• access conditions;
• handling requirements;
• delivery timeframe; and
• the services requested.

Unless expressly included in the Order, delivery does not include:

• assembly;
• installation;
• placement;
• removal of existing furniture;
• removal of packaging;
• delivery above ground level;
• crane or lifting services; or
• after-hours or weekend delivery.

Additional services must be agreed in writing and may incur additional charges.

Delivery access and customer responsibilities

The customer must provide:

• an accurate delivery address;
• a current contact telephone number;
• safe and lawful access to the delivery location;
• accurate information about stairs, lifts, loading docks, parking and access restrictions;
• any building-management delivery requirements; and
• any permits or approvals required at the delivery location.

The customer must ensure that the Products can be safely moved through all doors, lifts, corridors, stairways and other access points.

Where delivery cannot be completed because of inaccurate information, unsafe access, restricted access or the customer’s absence, the customer may be responsible for reasonable:

• waiting time;
• redelivery;
• storage;
• handling; and
• administration costs.

Collection

Customers collecting an Order may be required to provide:

• the Order confirmation;
• valid identification; and
• written authority where collection is undertaken by another person.

The customer is responsible for providing a suitable vehicle, appropriate restraints and adequate protection for the Products.

VILU may refuse to release Products where the proposed collection method is manifestly unsafe or inadequate.

Risk

Where VILU arranges delivery, risk passes to the customer when the Products are delivered to the nominated delivery location.

Where the customer collects the Products, risk passes when the Products are released to the customer or the customer’s representative.

Where the customer appoints an independent carrier, risk passes when the Products are collected by that carrier, subject to any rights or responsibilities that cannot lawfully be excluded.

Inspection and delivery claims

The customer should inspect the Products as soon as reasonably practicable following delivery or collection.

Visible damage, incorrect Products and shortages should be reported promptly to <a href="mailto:vilu@vilu.com.au">vilu@vilu.com.au</a>.

The report should include the Order or invoice number and supporting photographs.

VILU recommends reporting visible delivery issues within 48 hours to facilitate freight and warehouse investigations. This recommended period does not limit any rights under the ACL.

Returns, refunds and exchanges

Returns, refunds and exchanges are governed by the VILU Returns, Refunds and Exchanges Policy published on vilu.com.au.

That Policy forms part of these Terms.

VILU does not generally provide refunds or exchanges for change of mind, incorrect selection, incorrect measurements or unsuitable access.

Nothing in these Terms or the Returns Policy limits any right or remedy that cannot lawfully be excluded.

Product care

Customers must follow all assembly, use, cleaning, storage and maintenance instructions supplied by VILU.

Product performance and appearance may be affected by:

• frequency and intensity of use;
• weather exposure;
• salt and marine conditions;
• chlorine and poolside conditions;
• humidity;
• pollutants;
• cleaning products;
• storage conditions; and
• maintenance frequency.

Outdoor furniture must be cleaned and maintained appropriately for its environment.

Products used in coastal, marine, poolside, humid or high-salt environments may require more frequent cleaning and maintenance.

Commercial and hospitality use

VILU supplies Products for residential and commercial applications. Not every Product is suitable for every environment or level of use.

Commercial customers must communicate any material requirements before ordering, including:

• expected frequency of use;
• venue type;
• indoor or outdoor placement;
• coastal or poolside exposure;
• stacking requirements;
• weight or loading requirements;
• cleaning procedures;
• floor-surface requirements; and
• applicable project or regulatory specifications.

The customer is responsible for confirming that the selected Product is suitable for the intended application unless VILU has expressly agreed to that application in writing.

Assembly and installation

Where Products require assembly or installation, the work must be completed:

• in accordance with the supplied instructions;
• using the correct components and tools;
• on a stable and appropriate surface; and
• by a suitably competent person.

VILU is not responsible for damage caused by incorrect assembly, installation, modification or relocation, except to the extent liability cannot lawfully be excluded.

The customer should inspect and periodically tighten fixings where required by the product-care instructions.

Warranties and consumer guarantees

Where applicable, Products are covered by guarantees under the Australian Consumer Law.

An additional written product warranty, if offered, applies according to its stated terms and operates in addition to rights under the ACL.

A warranty or consumer-guarantee claim should be submitted to <a href="mailto:vilu@vilu.com.au">vilu@vilu.com.au</a> with:

• proof of purchase;
• the Order or invoice number;
• a detailed description of the issue; and
• supporting photographs or video.

VILU may reasonably inspect or assess the Product before determining the appropriate remedy.

Exclusions from voluntary warranty coverage

Subject to the ACL and the terms of any applicable written warranty, voluntary warranty coverage does not ordinarily extend to:

• normal wear and tear;
• misuse, abuse or accidental damage;
• incorrect assembly or installation;
• unauthorised modification or repair;
• failure to follow care instructions;
• damage caused by harsh chemicals, abrasives or inappropriate cleaning equipment;
• corrosion or deterioration caused by inadequate maintenance;
• damage occurring during customer-arranged transport;
• superficial marks occurring after delivery;
• reasonable manufacturing tolerances; or
• reasonable colour, texture or finish variations.

This section does not exclude any remedy available under the ACL.

Intellectual property

All intellectual property associated with VILU and the Website is owned by or licensed to VILU.

This includes:

• the VILU name and logo;
• the tagline “You don’t sit. You arrive.”;
• product names and designs;
• photographs and videos;
• written content;
• drawings and specifications;
• catalogues and marketing materials;
• graphics and layouts; and
• Website software and presentation.

You must not reproduce, modify, publish, distribute, scrape, sell, licence or commercially use VILU content without prior written permission.

Purchasing a Product does not transfer ownership of any intellectual property relating to that Product.

Third-party websites and services

The Website may contain links to third-party websites or may use third-party payment, delivery or technology services.

VILU does not control third-party websites and is not responsible for their content, security, availability or privacy practices.

Customers should review the applicable terms and privacy policies before using a third-party service.

Electronic communications

You consent to VILU providing transaction-related communications electronically, including:

• quotations;
• order confirmations;
• invoices;
• payment notifications;
• delivery information;
• product-care information; and
• notices relating to an Order.

Marketing communications will be managed in accordance with applicable privacy and electronic-marketing laws.

Privacy

VILU handles personal information in accordance with its Privacy Policy and applicable Australian privacy laws.

Customers must provide accurate information reasonably required to:

• process an Order;
• verify payment;
• communicate about the purchase;
• arrange delivery;
• provide customer service; and
• manage warranty or return claims.

Limitation of liability

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

To the maximum extent permitted by law, VILU is not liable for indirect, incidental or consequential loss arising from an Order or Product, including loss of profit, revenue, business opportunity, goodwill or anticipated savings.

Where VILU’s liability may lawfully be limited, it is limited, at VILU’s option, to an available remedy permitted by law.

This section must be read subject to the ACL and any other applicable legislation.

Events outside reasonable control

VILU is not responsible for a delay or failure caused by an event outside its reasonable control, including:

• natural disaster;
• severe weather;
• fire or flood;
• epidemic or public-health restriction;
• war, terrorism or civil disturbance;
• industrial action;
• shipping or port interruption;
• customs delay;
• carrier failure;
• government action;
• supplier disruption; or
• interruption to utilities, telecommunications or technology systems.

VILU will take reasonable steps to minimise the effect of the event and notify affected customers of a material delay.

This section does not remove any right that cannot lawfully be excluded.

Indemnity

To the extent permitted by law, you indemnify VILU and its officers, employees and representatives against loss, damage, liability, claim or reasonable expense arising directly from:

• your unlawful use of the Website;
• your infringement of another party’s intellectual property rights;
• false or misleading information supplied by you; or
• your material breach of these Terms.

This indemnity does not apply to the extent that the loss was caused or contributed to by VILU or where the indemnity would be unlawful or unfair.

Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision will be read down to the minimum extent necessary.

If it cannot be read down, it will be severed without affecting the validity and enforceability of the remaining provisions.

Waiver

A failure or delay by VILU to exercise a right does not constitute a waiver of that right.

A waiver is effective only where it is expressly provided in writing.

Governing law

These Terms are governed by the laws of New South Wales and the Commonwealth of Australia.

The parties submit to the non-exclusive jurisdiction of the courts and tribunals of New South Wales.

Nothing in this section prevents the application of a mandatory law of another Australian state or territory.

Changes to these Terms

VILU may update these Terms by publishing a revised version on the Website.

The version applying to an Order will ordinarily be the version in effect when the Order was accepted, unless:

• a change is required by law;
• the change benefits the customer; or
• the parties agree otherwise.

Contact details

Questions concerning these Terms, an Order, delivery, a return or a product claim should be directed to:

VILU
Operated by VILU LIVING PTY LTD

Email: vilu@vilu.com.au
Website: vilu.com.au