Terms And Conditions

Definitions And Interpretation

In these Terms, unless the context otherwise requires:

1. Business Day means a day other than a Saturday, Sunday or public holiday in New South Wales.
2. Client means the person or entity purchasing Goods from Amesa Interiors.
3. Contract means the legally binding agreement between Amesa Interiors and the Client formed when Amesa Interiors accepts an Order, and includes these Terms, the relevant Quote, and the accepted Order.
4. Delivery means the point at which the Goods are made available at the delivery location specified in the Order, unless otherwise agreed in writing.
5. Goods means the furniture and related items supplied by Amesa Interiors to the Client under a Contract.
6. Intellectual Property means all intellectual property rights, whether registered or unregistered, including copyright, designs, trademarks, trade names, patents, know-how, specifications, drawings and other proprietary rights.
7. Order means a purchase order submitted by the Client and accepted in writing by Amesa Interiors.
8. PPSA means the Personal Property Securities Act 2009 (Cth) and any regulations made under it, as amended or replaced from time to time.
9. Price means the price payable for the Goods as set out in the accepted Quote or invoice issued by Amesa Interiors.
10. Quote means a written offer issued by Amesa Interiors setting out the proposed Price, quantities and specifications for Goods.
11. Specifications means the drawings, finishes, measurements and other technical details for the Goods as agreed in writing between Amesa Interiors and the Client.
12. Terms means these terms and conditions, as amended from time to time.

Interpretation

1. Headings are for convenience only and do not affect interpretation.
2. The singular includes the plural and the plural includes the singular.
3. A reference to a party includes that party’s successors, permitted assigns and substitutes.
4. A reference to legislation includes any modification, re-enactment or replacement of it.
5. A reference to a document or agreement includes any variation or replacement of it.
6. “Including” means “including without limitation.”

1. Quote Terms, Quantities, And Specifications

1.1 Validity And Pricing

1. A Quote is a written offer issued by AMESA INTERIORS specifying price, quantity, and product specifications.
2. All Quotes are valid for thirty (30) calendar days from the date of issue, unless otherwise stated in writing.
3. Unless otherwise agreed in writing:
   1. Goods will be charged at the prices ruling on the date the Order is accepted.
   2. Prices may be adjusted to reflect currency exchange fluctuations or changes in the date of Order.

1.2 Quote Integrity

1. All Quotes and pricing are based on the quantities and specifications set out in the official Quote issued by AMESA INTERIORS.
2. Minimum order quantities may apply. Any variation to the specified quantities or product details will invalidate the quoted pricing and require a revised Quote.
3. AMESA INTERIORS reserves the right to:
   1. Decline to honour quoted prices where changes have been made to quantities or specifications.
   2. Commercially match colours.
   3. Substitute equivalent products without prior notice.

1.3 Product Variations

1. AMESA INTERIORS may commercially match colours and/or substitute materials without notice.
2. Specifications may be varied for future Orders, and exact matches to previous Orders cannot be guaranteed.

2. Risk, Insurance, And Title

2.1 Passing Of Risk

1. Risk of loss or damage to the Goods passes to the Client immediately upon Delivery, regardless of whether title has transferred.
2. Delivery is deemed to occur when the Goods are unloaded at the delivery location specified in the Order.
3. Where the Client appoints its own carrier, risk passes at the time the Goods are handed over to that carrier.

2.2 Delivery Lead Time

1. All quoted delivery lead times are calculated in Business Days, excluding public holidays, and are dependent on the performance of third-party freight providers.
2. Amesa Interiors shall not be liable for any delays caused by circumstances beyond its reasonable control, including but not limited to shipping disruptions, customs clearance delays, or other logistical constraints.

2.3 Retention Of Title

1. Title to the Goods remains with Amesa Interiors until the Price has been paid in full in cleared funds.
2. Until such time as title passes, the Client must:
   1. Hold the Goods as fiduciary bailee for Amesa Interiors,
   2. Keep the Goods separate and clearly identifiable as the property of Amesa Interiors,
   3. And refrain from selling, pledging, or otherwise encumbering the Goods, except in the ordinary course of business.
3. If the Goods are on-sold before full payment is made, the Client acknowledges that it holds the proceeds of such sale on trust for Amesa Interiors.
4. Additional terms relating to security interests and enforcement are set out in Clause 5 (PPSA).

2.4 Insurance

1. From the time risk passes, the Client must maintain insurance over the Goods for their full replacement value against all risks, including theft, fire, water damage, and transit risks.
2. If requested by Amesa Interiors, the Client must ensure that Amesa Interiors is noted as an interested party on the policy and must provide a certificate of currency or other satisfactory evidence of insurance.

2.5 Delayed Delivery

1. If Delivery is delayed at the Client’s request, or due to the Client’s act, omission, or failure to provide adequate instructions, risk will be deemed to have passed on the date Delivery would otherwise have occurred. In such circumstances,
2. Amesa Interiors may charge the Client reasonable storage, insurance, and handling fees from that date until actual Delivery.
3. The Client assumes responsibility for any deterioration or damage to the Goods that occurs during such storage.

2.6 Right Of Repossession

1. If the Client fails to pay the Price in full by the due date, or if Amesa Interiors reasonably believes that the Client may become insolvent or unable to pay its debts as they fall due, Amesa Interiors may, without prejudice to any other rights, enter the Client’s premises or any other location where the Goods are stored for the purpose of repossession.
2. The Client must ensure that Amesa Interiors has safe, full, and unrestricted access to such premises to recover the Goods.

3. Inspection, Acceptance, And Non-Conforming Goods

3.1 Inspection On Delivery

1. The Client must carefully inspect the Goods immediately upon Delivery to verify the quantities, specifications, finishes, and overall condition against the Order and accompanying delivery documentation.

3.2 For the purposes of this Agreement, Delivery occurs when the Goods are made available at the delivery location specified in the Order, with risk of loss transferring as set out in Clause 2.1.

3.3 Notice Of Defects

1. The Goods will be deemed accepted unless the Client provides Amesa Interiors with written notice of any alleged defect, shortage, or non-conformity within seven (7) days of Delivery.
2. Such notice must include reasonable supporting details, including photographs or other relevant evidence.
3. Failure to provide notice within this period constitutes a waiver of any claim in respect of the alleged defect, shortage, or non-conformity.

3.4 Warranty

1. Amesa Interiors provides a limited warranty covering manufacturing defects that do not arise from misuse, neglect, improper installation, or failure to comply with maintenance obligations. The warranty periods are:
   1. Two (2) years for seating products,
   2. And one (1) year for veneer or laminate finishes.
2. All warranty claims are subject to inspection and approval by Amesa Interiors.

3.5 Warranty Claims And Client Obligations

1. To lodge a warranty claim, the Client must provide the invoice number and date of purchase, accept responsibility for the risk of Goods in transit during return, and cover the cost of freight for returning the Goods.
2. Goods exposed to excessive weather conditions must be maintained regularly (for example, oiling wood products) and covered appropriately (for example, protecting plastic products).
3. Amesa Interiors is not liable for damage caused by a failure to provide proper care or maintenance.

3.6 Warranty Exclusions

This warranty does not extend to failures caused by unreasonable use, lack of proper care and maintenance, normal fading due to light or sunlight, scratches or chips in paint or timber finishes, or stains, discoloration, corrosion, or damage caused by contact with chemicals.

3.7 Cancellations, Returns, And Refunds

1. All deposits and payments are non-refundable.
2. Where Goods do not conform to the agreed specifications, Amesa Interiors will rectify them, subject to inspection and verification.
3. Cancellation requests:
   1. Must be made in writing and received prior to Delivery.
   2. May incur administrative and production costs if made before Delivery.
   3. Cannot be made for custom orders once production has commenced.
4. Amesa Interiors reserves the right to:
   1. Charge for all costs incurred prior to cancellation.
   2. Apply a cancellation fee of up to thirty percent (30%) of the Price.
5. If cancellation occurs after production is completed, the Client remains liable for the full Price of the Goods.
6. Where Goods fail to meet exact specifications, Amesa Interiors may, at its discretion, exchange the Goods.
7. All freight costs associated with returns or exchanges are the sole responsibility of the Client.
8. Amesa Interiors accepts no liability for any freight charges incurred during the return or exchange process.

3.8 Assessment Of Claims

Upon receipt of a valid notice, Amesa Interiors will assess the claim in good faith. If the Goods are determined to be non-conforming, Amesa Interiors may, at its sole discretion, repair the Goods, replace them with equivalent items, or issue a credit note for the affected Goods.

3.9 Preservation Of Goods

Until a claim is resolved, the Client must preserve the Goods in the condition in which they were delivered, refrain from disposing of, installing, or using them, and allow Amesa Interiors or its representatives reasonable access to the Client’s premises for inspection.

3.10 Exclusions

Minor variations in colour, grain, texture, or finish that fall within industry standards or manufacturing tolerances do not constitute defects. Claims for damage occurring after Delivery; including damage caused by improper handling, storage, or installation by the Client or its contractors , are expressly excluded.

4. Credit Terms, Default And Remedies

4.1 Payment Terms And Interest

Unless otherwise agreed in writing, all invoices are payable on or before the due date stated on the invoice. If the Client fails to pay any amount by the due date, Amesa Interiors may charge interest on the overdue balance at the higher of: (i) 5% per month; or (ii) 2% above the Reserve Bank of Australia cash rate. Interest accrues daily, compounds monthly, and is payable on demand.

4.2 Payment Methods And Conditions

Amesa Interiors accepts payment by credit card or direct deposit. Credit card payments may incur a surcharge. A non-refundable deposit of fifty percent (50%) is payable at the time of order. All outstanding balances must be settled no later than four (2) weeks prior to shipment.

4.3 Remedies For Default

If the Client defaults in payment, the Client must reimburse Amesa Interiors for all reasonable costs of collection, including legal costs on a full indemnity basis, debt collection fees, and any costs associated with PPSR registration or enforcement. In addition, Amesa Interiors may suspend manufacture, Delivery, or acceptance of future Orders until all overdue amounts (including interest and costs) have been paid in full. Amesa Interiors may also set off any amount it owes the Client against any amount the Client owes Amesa Interiors under any Contract.

5. PPSA Security Interest And Retention Of Title

5.1 Security Interest

The Client acknowledges that these Terms create a purchase money security interest (PMSI) in the Goods and their proceeds for the purposes of the PPSA. The Client grants Amesa Interiors a security interest in the Goods and their proceeds and authorises Amesa Interiors to register any financing statement, and any amendment or discharge of that statement, necessary to perfect or otherwise protect its interest.

5.2 Enforcement And Waivers

The Client must do all things reasonably required to enable Amesa Interiors to protect and enforce its security interest, including providing information and executing documents. To the maximum extent permitted by law, the Client waives its rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d), 132(4) and 157 of the PPSA, and agrees that sections 125, 142 and 143 of the PPSA do not apply to any Contract.

5.3 Separation And Trust Obligations

Until the Price has been paid in full, the Client must keep the Goods separate and clearly identifiable as the property of Amesa Interiors and must not mix, affix, or otherwise deal with the Goods except in the ordinary course of business. If the Goods are sold before title has passed, the Client acknowledges that it holds the proceeds of such sale on trust for Amesa Interiors.

6. Client Materials, Approvals And Limited Licence

6.1 Client Responsibilities

The Client is solely responsible for the accuracy and completeness of all Specifications, drawings, measurements, fabric selections, and approvals it provides. By supplying any artwork, logos, designs, photographs, or other materials (“Client Materials”), the Client:

1. Grants Amesa Interiors a non-exclusive, royalty-free licence to use the Client Materials solely for the purposes of manufacturing and supplying the Goods and maintaining records of the Order; and
2. Warrants that it has all necessary rights and approvals in relation to the Client Materials.

6.2 Portfolio And Marketing Use

Unless the Client notifies Amesa Interiors in writing prior to Delivery that the project is confidential, Amesa Interiors may:

1. Photograph completed installations;
2. Use images of the Goods in situ; and
3. Refer to the Client’s name and project for portfolio, marketing, and promotional purposes.

The Client further agrees to indemnify Amesa Interiors against any third-party claims, liabilities, or losses arising from or relating to the use of Client Materials in accordance with this clause.

7. Limitation Of Liability And Statutory Guarantees

7.1 Consumer Law Protections

Nothing in these Terms excludes, restricts, or modifies any consumer guarantees, rights, or remedies provided under the Australian Consumer Law (ACL) that cannot lawfully be excluded. To the fullest extent permitted by law, Amesa Interiors excludes all other warranties, conditions, or guarantees—whether statutory, implied, or otherwise—that are not expressly set out in these Terms.

7.2 Limitation Of Liability

Where legislation implies non-excludable conditions or warranties, Amesa Interiors’ liability is limited, at its option, to one or more of the following:

1. For Goods: repairing or replacing the Goods, supplying equivalent Goods, or paying the cost of doing so.
2. For Services: resupplying the services or paying the cost of resupply.

To the extent permitted by law:

1. Amesa Interiors is not liable for any loss of profit, loss of revenue, loss of opportunity, or any indirect, special, or consequential loss.
2. The total aggregate liability of Amesa Interiors arising out of or in connection with a Contract will not exceed the Price paid by the Client for the Goods under that Contract.

8. Force Majeure

8.1 Relief From Liability

If a Force Majeure Event prevents or delays the performance of a party’s obligations under a Contract, that party will not be liable for the delay or failure, and the time for performance will be extended for the duration of the Force Majeure Event.

8.2 Definition Of Force Majeure Event

A Force Majeure Event includes, but is not limited to:

1. Acts of God;
2. Epidemics or pandemics and related government restrictions;
3. Government actions, port congestion, or customs and quarantine delays;
4. Industrial disputes;
5. Shortages of materials, labour, or freight capacity; and
6. Any other event beyond a party’s reasonable control.

8.3 Termination For Extended Force Majeure

If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected Contract by written notice. In such circumstances, the Client must pay Amesa Interiors for all Goods manufactured, procured, or committed to supply as at the date of termination.

9. Dispute Resolution

9.1 Notice Of Dispute

If a dispute arises under or in connection with a Contract, a party must first give written notice to the other party setting out particulars of the dispute.

9.2 Good Faith Negotiation

Senior representatives of the parties must meet in good faith within ten (10) Business Days after the notice is given to attempt to resolve the dispute.

9.3 Mediation

If the dispute is not resolved within twenty (20) Business Days after notice is given, either party may refer the matter to mediation administered by:

1. The NSW Small Business Commissioner; or
2. The Australian Disputes Centre.

The mediation will be conducted in accordance with the relevant organisation’s mediation guidelines, and the parties will share the mediator’s fees equally.

9.4 Right To Commence Proceedings

If the dispute is not resolved within thirty (30) days after the appointment of a mediator, either party may commence court proceedings.

9.5 Exceptions

This clause does not prevent a party from seeking urgent interlocutory relief or from taking action to recover a debt.

10. Intellectual Property (Product IP)

10.1 Ownership And Restrictions

1. All Intellectual Property in or relating to the Goods, designs, samples, drawings, finishes and website content is owned by Amesa Interiors or its licensors.
2. No rights in the Intellectual Property are assigned or licensed to the Client except as expressly stated.
3. The Client must not reverse engineer, copy or reproduce the Goods or designs without prior written consent.

11. Confidentiality

11.1 Non-Disclosure Obligations

1. Each party must keep confidential all non-public information of the other party disclosed in connection with a Quote, Order, or Contract, including pricing, designs, and Specifications.
2. Such information must not be used for any purpose other than fulfilling the Contract.
3. Disclosure is permitted only:
   1. Where required by law; or
   2. To professional advisers who are bound by confidentiality obligations.

12. Marketing Communications And Testimonials

12.1 Consent And Use

1. Amesa Interiors may send product updates and marketing communications to business contacts using details provided during enquiries and Orders.
2. Recipients may opt out at any time by using the unsubscribe link in the communication or by contacting Amesa Interiors directly.
3. Testimonials or reviews provided by the Client may be reproduced in full or in part, and attributed to the Client’s name and business title, unless the Client requests otherwise in writing.

13. Entire Agreement And Priority

13.1 Contract Structure

1. The Contract consists of:
   1. These Terms;
   2. The accepted Quote; and
   3. Any written variations signed by both parties.
2. The Contract constitutes the entire agreement between the parties and supersedes all prior proposals, representations, and communications.
3. In the event of any inconsistency, the following order of precedence applies:
   1. A signed variation;
   2. The accepted Quote; and
   3. These Terms.

14. Severability And Assignment

14.1 Legal Continuity

1. If any part of these Terms is held to be invalid, unlawful, or unenforceable, that part will be read down or severed to the extent necessary, and the remainder will continue in full force and effect.
2. The Client must not assign, transfer, or otherwise deal with any of its rights or obligations under a Contract without the prior written consent of Amesa Interiors.
3. Amesa Interiors may assign or novate its rights and obligations under a Contract by notice to the Client, including as part of a business restructure, merger, or sale.

15. Governing Law And Jurisdiction; Confirmation

15.1 Applicable Law

1. These Terms are governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia.
2. Note on the consumer guarantees references. These clauses are drafted to align with the Australian Consumer Law consumer guarantees and permitted limits of liability for non-excludable guarantees, and with the current $100,000 consumer threshold.

16. Website Ownership And Use

16.1 Terms Of Access

1. This website, including all text, graphics, logos, designs, and other content, is and remains the exclusive property of Amesa Interiors.
2. By accessing or using the website, the user acknowledges and agrees to be bound by these Terms and Conditions, the Privacy Policy, and any additional notices or disclaimers published on the website from time to time.
3. Unauthorized use of the website or its content may constitute a breach of intellectual property rights and may give rise to claims for damages and/or criminal liability.

17. Disclaimer And Limitation Of Liability (Website Disclaimer)

17.1 External Content Disclaimer

1. The website and its content are provided on an “as is” and “as available” basis.
2. Amesa Interiors makes no representations or warranties of any kind, express or implied, regarding the accuracy, reliability, completeness, or availability of the website or its content.
3. To the fullest extent permitted by law, Amesa Interiors disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
4. Amesa Interiors is not liable for any direct, indirect, incidental, consequential, or punitive damages arising out of or in connection with the use of, or inability to use, the website.

18. Indemnity (Website Use)

18.1 The user agrees to indemnify, defend, and hold harmless Amesa Interiors, its directors, officers, employees, and agents from and against all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from or in connection with:

1. The user’s breach of these Terms and Conditions; or
2. The misuse or unauthorised use of the website or its content.

19. Intellectual Property (Website IP)

1. All intellectual property rights in the website and its content, including but not limited to copyrights, trademarks, trade dress, designs, and graphics, are owned by Amesa Interiors or its licensors.
2. Except for personal, non-commercial use, no part of the website or its content may be reproduced, distributed, modified, published, or transmitted in any form without the prior written consent of Amesa Interiors.

20. Order Terms And Conditions

1. All purchase orders submitted to Amesa Interiors are deemed to incorporate these Terms and Conditions.
2. Submission of full or partial payment by the Client constitutes acceptance of these Terms and Conditions in their entirety, as applicable to the relevant Order.

21. Customer’s Own Material (COM) Policy

21.1 Submission Requirements

1. Customer’s Own Material (COM) must be delivered to Amesa Interiors’ warehouse within two (2) weeks of the deposit payment.
2. Production scheduling is contingent upon timely receipt of COM.
3. Cutting for Approval (CFA) must be supplied prior to purchase order submission.
4. Where time does not permit CFA review, the Client is solely responsible for ensuring the fabric is suitable for the intended upholstery.
5. Amesa Interiors reserves the right to refuse unsuitable fabrics or leathers.
6. Each COM shipment must include a completed COM label from the fabric supplier.

21.2 Fabric Suitability And Yardage

1. Clients must follow Amesa Interiors’ usage specifications.
2. Buffalo hides or other thick leathers may not be compatible with certain frames.
3. Difficult fabrics (e.g., unusual patterns or proportions) may require additional yardage. A thirty percent (30%) buffer is required on all items.

21.3 Limitations Of Responsibility

Amesa Interiors is not responsible for:

1. Fabric or leather defects;
2. Colour imperfections; or
3. Other flaws or leftover material.

22. Care And Maintenance

22.1 General Maintenance

Amesa Interiors furniture is designed to withstand normal wear and tear under typical conditions. Clients are responsible for performing periodic inspections to identify damage or signs of structural fatigue. Loose screws must be tightened immediately, and any product requiring repair must be removed from service until repaired or replaced.

22.2 Cleaning And Care Guidelines

1. Chairs & Barstools
   1. Non-Wooden Chairs: Clean using water, with or without mild soap.
   2. Wooden Chairs: Wipe with a soft cloth or clean using furniture polish.
   3. Outdoor Furniture: Lightly sand and revarnish frames annually using commercial outdoor spray lacquer. Replace missing glides promptly. Avoid exposure to rain, sleet, or snow. During winter or inclement weather, cover and store appropriately.
2. Teak Table Tops & Chairs
   1. Maintain with regular applications of varnish, teak oil, or suitable topcoat materials.
3. Engineered, Veneer, or Solid Wood Tops & Chairs
   1. Clean with mild soap and water using a soft cloth. Dry immediately. Avoid abrasive, ammonia-based, or acidic cleaners.
4. Acrylic Fusion Tops
   1. Clean with mild soap and warm water using a clean, soft cloth. Dry immediately. Do not use bleach, ammonia, chlorine, or acid-based cleaners.
5. Marble Table Tops
   1. Apply anti-stain treatments at least twice per year. Clean food or liquid stains immediately.
6. Laminate Table Tops / Urban Tops
   1. Wipe with a clean, damp cloth or sponge using mild soap, non-bleach detergent, or general-purpose cleaner. Avoid polishes, sealers, abrasives, and antibacterial formulas.
7. Aluminium / Stainless Steel
   1. Apply liquid aluminium polish annually. Follow manufacturer instructions.
8. Solid Surface (e.g., Avonite / Caesarstone)
   1. Matte Finish: Clean with soap, water, and a sponge. Use a green Scotch-Brite pad for stubborn stains.
   2. Satin Finish: Use soap, water, a white Scotch-Brite pad, and a non-abrasive cleanser.
   3. High Gloss: Clean with soap and water. Use a polishing compound for stubborn stains.
9. Varnished, Painted, or Powder-Coated Metal Surfaces
1. Clean using non-abrasive, non-acidic solutions such as mild soap or non-bleach detergent.

22.3 Usage Guidelines

To preserve product integrity and appearance, Clients should:

1. Use hot pads or trivets under hot items;
2. Use cutting boards to prevent surface damage;
3. Avoid standing on counters or tables;
4. Avoid harsh chemicals such as drain cleaners or paint removers;
5. Use felt protectors under pottery on high-gloss surfaces;
6. Run cool water when pouring boiling water into sinks.

23. Sample Policy

23.1 Product Samples

1. Product samples are available upon request from Amesa Interiors.
2. Colour and finish variations may occur due to differences in material type and country of origin.
3. Final production may differ from samples received, as Amesa Interiors reserves the right to make adjustments during manufacturing to preserve construction integrity.

23.2 Finish Samples And CFA Approval

1. Finish samples will be supplied to the best of Amesa Interiors’ ability, subject to availability.
2. Amesa Interiors reserves the right to provide alternative swatches where necessary to facilitate CFA prior to production.
3. If custom finish samples are required, the purchaser must supply the CFA for matching purposes.
4. Amesa Interiors is not responsible for sourcing or purchasing custom CFAs on behalf of the purchaser.

24. Competitions And Promotions

24.1 General Conditions

Participation in any promotional activities, competitions, or giveaways hosted by Amesa Interiors is subject to the specific terms and conditions applicable to each event.

24.2 Right To Modify

Amesa Interiors reserves the right to modify, suspend, or terminate any promotion at any time without prior notice and without liability.