At Just Add Plants (JAP) we value strong, long-term relationships with our trade customers. These terms set out the required guidelines and rules required for transparency and protection for all parties.

These Trade Account Terms and Conditions apply to all applications for, and use of, a trade account with Just Add Plants Pty Ltd ABN 82 600 674 253 of Unit 3B 151 Robinson Rd East, Geebung (JAP, we, us, our). By applying for a trade account, placing an order through a trade account, or otherwise purchasing goods from us as an approved trade customer, you agree to these Terms.

About these Terms

• These Terms apply to the supply of goods by JAP to approved trade account customers.
• Our trade accounts are intended for genuine business customers, including designers, landscapers, retailers, commercial buyers and other approved trade purchasers.
• A JAP trade account gives approved customers access to trade purchasing options, and any related account features we may offer from time to time.
• These Terms apply together with any quote, order confirmation, invoice, credit approval, special order confirmation, delivery arrangement or other written document issued by us. If there is any inconsistency, the more specific written document will prevail to the extent of that inconsistency.

Applying for a trade account

• To apply for a trade account, you must provide complete and accurate business information, including your legal entity name, trading name, ABN, contact details and any other information we reasonably request.
• You confirm that the information provided in your application is true, current and complete.
• Approval of a trade account is at JAP’s discretion. We may approve, decline or request further information as part of the application process.
• If your business details change, including your ABN, trading entity, ownership, delivery details, billing details or authorised contacts, you must let us know as soon as reasonably practicable.
• A trade account is issued to the approved business entity only and must not be transferred, assigned or shared with another entity without our prior written consent.
• All new B2B website signed up customers are eligible for a one-off 15% first order discount. This excludes all sale items.

Account access and authorised users

• You are responsible for ensuring that only authorised people within your business access and use your trade account.
• You are responsible for activity conducted through your account login, unless caused by our fraud, negligence or wilful misconduct.
• You must keep your login details secure and notify us promptly if you become aware of any unauthorised use of your account.

Quotes, product information and samples

• Any quote issued by us is valid for the period stated in the quote, or if no period is stated, for 14 days from the date of issue, unless withdrawn earlier.
• Product images, dimensions, finishes, colours and descriptions are provided in good faith. Because many of our products are handcrafted, finished by hand, batch made, or produced using natural materials and processes, reasonable variations may occur.
• Samples, swatches and photography are intended as a guide only and may not exactly replicate the final supplied product.
• Due to the nature of handmade, hand finished and natural material products, variations may occur in shade, tone, texture, markings, veining, gloss level, shape, dimensions, weight, surface finish and general appearance. Minor scuffing, small surface irregularities, non-structural crazing, and ordinary variation between batches may occur and will not, of themselves, be taken to mean the goods are faulty.
• The customer acknowledges that, depending on the material and environment, goods may expand, contract, weather, mark, stain, fade, discolour, or show ordinary wear over time through exposure to sun, rain, water, soil, plant matter, fertilisers and normal outdoor use. Ordinary weathering or ageing of this kind is not, of itself, a defect.
• You are responsible for satisfying yourself that the selected goods are suitable for your intended application, project and environment.

Orders

• An order is not binding on JAP until we accept it.
• We may accept an order by written confirmation, by issuing an invoice, or by dispatching the goods.
• From time to time, we may need to decline or cancel an order before dispatch, including where:
  a) the goods are unavailable,
  b) there is an obvious pricing or product description error,
  c) your account is overdue or not in good standing,
  d) the order is outside normal trading patterns, or
  e) we reasonably suspect fraud, misuse or unauthorised account activity.
• If we cancel an order before dispatch and payment has already been made for that order, we will refund the amount paid for the cancelled goods.
• Orders for custom made, specially sourced, indent or manufacturer order goods may be subject to separate terms confirmed by us in writing.

Pricing

• Trade pricing is available only to approved trade account holders and is confidential to the account holder unless we agree otherwise in writing.
• All prices are in Australian dollars unless stated otherwise.
• Unless expressly stated otherwise, prices are exclusive of GST and exclusive of delivery, freight, handling, installation and other third party charges.
• We may update our pricing, freight charges, product ranges and account settings from time to time. Any updated pricing will apply to future orders unless we have already accepted an order at an earlier price.
• If an obvious pricing error is identified before dispatch, we may contact you to confirm whether you wish to proceed at the correct price. If you do not wish to proceed, we will cancel the affected order and refund any amount already paid for that order.
• Unless expressly stated otherwise by JAP in writing, retail promotions, discount codes, gifts with purchase, consumer campaign offers and similar promotional arrangements do not apply to trade account purchases.

Payment terms

• Unless we have expressly approved credit terms for your account in writing, all trade orders must be paid in full before dispatch.
• Approved 30-day terms are not automatic and are only available where JAP has separately approved them in writing.
• Where JAP has approved 30-day terms, payment must be made within 30 days from the end of the month of invoice, unless otherwise agreed in writing.
• You must pay all amounts in cleared funds without set-off, counterclaim, deduction or withholding, except where required by law or agreed by us in writing.
• If an amount becomes overdue, we may do one or more of the following:
  a) place future orders on hold,
  b) require prepayment for future orders,
  c) suspend account access, or
  d) recover reasonable costs actually incurred in collecting the overdue amount.
• We may also charge interest on overdue amounts at the rate of 2% per annum above the Reserve Bank of Australia cash rate, calculated daily and payable monthly, provided that the total does not exceed any rate permitted by law.
• We may reduce, suspend or withdraw approved credit terms where reasonably necessary to protect our legitimate business interests, including where payments are overdue or we reasonably believe payment risk has materially increased.

Deposits and special orders

• JAP may require a deposit for custom made, specially sourced, indent or manufacturer order goods.
• Any required deposit amount will be advised at the time of quote or order confirmation.
• Once JAP has placed the order with the manufacturer or supplier, that order cannot be cancelled by you.
• Custom made, specially sourced, indent or manufacturer order goods are non-returnable unless required by law or unless we agree otherwise in writing.

Product suitability and installation

• You are responsible for ensuring that the goods are suitable for the intended project, conditions and end use.
• Unless expressly confirmed by JAP in writing, JAP does not provide engineering, structural, drainage, waterproofing, landscaping or installation advice.
• Any recommendation or comment we make is general in nature unless we expressly state otherwise in writing.
• You are responsible for ensuring that handling, installation and use of the goods complies with all applicable laws, standards, codes and good industry practice.
• Where JAP provides product care, drainage, installation, handling or maintenance instructions, whether on the website, in product materials, or otherwise in writing, you are responsible for ensuring those instructions are followed.
• To the extent permitted by law, JAP is not responsible for damage, deterioration, finish issues, drainage problems, structural issues or reduced product life caused or contributed to by failure to follow JAP’s product care, drainage, installation, handling or maintenance instructions.
• To the extent permitted by law, JAP is not responsible for issues arising from modifications made after supply, including drilling, cutting, painting, sealing, filling drainage holes, connecting the goods to drainage systems, or any other alteration not approved by JAP in writing.

Intellectual property

• All intellectual property rights in JAP branding, images, catalogues, product descriptions, website content and marketing materials remain the property of JAP or its licensors.
• You may use JAP’s approved marketing materials only for the purpose of promoting genuine JAP products in a manner consistent with our branding and any reasonable directions we provide.
• You must not alter, republish or use JAP materials in a misleading or deceptive way.

Account use and resale

• You must use your trade account honestly, in good faith and in a manner consistent with normal business purchasing activity.
• You must not:
  a) misuse trade pricing,
  b) use the account for unlawful or fraudulent conduct,
  c) impersonate another person or business, or
  d) represent that you are acting on behalf of JAP without our consent.
• If you resell JAP goods, you must not make misleading statements about the goods, their specifications, availability, suitability or origin.
• Unless we agree otherwise in writing, nothing in these Terms grants you any exclusive territory, exclusive supply right, agency arrangement, distribution appointment or authority to bind JAP.

Account suspension or closure

• JAP may suspend, restrict or close a trade account where reasonably necessary, including where:
  a) amounts owing are overdue,
  b) these Terms are breached and the breach is not remedied within a reasonable time after notice where remedy is possible,
  c) we reasonably suspect fraudulent or unauthorised activity,
  d) you become insolvent or we reasonably believe insolvency risk has materially increased, or
  e) continuing the account would expose JAP to material legal, financial or operational risk.
• JAP may also close a dormant account on reasonable notice.
• Suspension or closure of an account does not affect:
  a) rights that accrued before suspension or closure,
  b) payment obligations already owed to JAP, or
  c) any order already accepted by JAP, unless JAP notifies you otherwise.

Force majeure

• JAP is not liable for delay or failure to perform to the extent caused by events beyond our reasonable control, including supplier delay, shipping disruption, freight interruption, natural disasters, industrial action, pandemic related events, systems outages, government action or severe weather.
• Where such an event occurs, JAP will use reasonable efforts to minimise disruption and resume performance as soon as reasonably practicable.

Privacy

• JAP collects, uses and discloses personal information in accordance with its Privacy Policy.
• If you provide JAP with personal information about another person, you confirm that you are authorised to provide that information for the purposes of the trading relationship.

Notices

• Notices under these Terms must be given by email or another written method accepted by the parties.
• You are responsible for keeping your account contact details current.

Changes to these Terms

• JAP may update these Terms from time to time to reflect changes to our business, systems, supply arrangements or legal obligations.
• We will give reasonable notice of material changes by posting updated Terms on our website or B2B portal, or by notifying you through your account contact details.

General

• These Terms are governed by the laws of Queensland, Australia.
• The parties submit to the non-exclusive jurisdiction of the courts of Queensland and courts entitled to hear appeals from those courts.
• If any provision of these Terms is found to be invalid or unenforceable, that provision will be read down to the extent necessary or, if that is not possible, severed, and the remaining provisions will continue in full force and effect.
• A failure or delay by either party to exercise a right does not waive that right.
• These Terms constitute the entire agreement between the parties in relation to their subject matter, except to the extent of any specific written agreement signed by both parties.

Shipping & Deliveries

Delivery and freight

• Delivery dates and lead times are estimates only unless we expressly confirm otherwise in writing.
• We will use all reasonable efforts to meet estimated dispatch and delivery timings. Even so, delays can sometimes occur due to stock availability, supplier timing, shipping delays, freight network issues, weather events or other matters outside our reasonable control.
• Depending on the order, freight may be:
  a) arranged by JAP and charged to you, or
  b) arranged by you or your nominated carrier.
• If JAP arranges freight, we may choose the freight method and carrier unless otherwise agreed.
• You must ensure that the delivery site is safe, accessible and suitable for unloading the goods.
• Unless otherwise agreed by JAP in writing, delivery is kerbside only. JAP and any carrier engaged by JAP do not provide unpacking, placement, installation, movement of goods through the property, upstairs delivery, or removal of packaging, pallets or other delivery materials.
• Unless otherwise agreed by JAP in writing, disposal and removal of packaging, pallets and other delivery materials is the customer’s responsibility and cost.
• If you arrange your own collection, transport or carrier, JAP is not responsible for any loss, damage or deterioration occurring after the goods are collected by you or handed to your nominated carrier.
• If delivery cannot be completed due to incorrect details, lack of access, site refusal, no available receiver, or another circumstance within your control, we may charge reasonable re-delivery, storage or handling costs.
• If you request authority for goods to be left without signature, the goods are taken to be delivered when they are left at the nominated location.

Risk and title

• Risk in the goods passes to you on delivery.
• If you arrange your own freight or collect goods from JAP or our nominated location, risk passes to you on collection or when the goods are handed to your nominated carrier.
• Title to the goods does not pass to you until JAP has received payment in full for:
  a) those goods, and
  b) all other amounts owing by you to JAP on any account.
• Until title passes, you:
  a) hold the goods as fiduciary bailee for JAP,
  b) must keep the goods separately stored where reasonably practicable so they remain identifiable,
  c) must keep the goods in good condition, and
  d) must not grant any security interest over the goods.
• If payment is overdue, and to the extent permitted by law, you authorise JAP to enter premises controlled by you at reasonable times to recover goods to which title has not passed.
• You agree that JAP may register its interest in goods supplied on credit on the Personal Property Securities Register (PPSR) if JAP considers it appropriate.

Refunds & Returns

Inspection and claims

• You must inspect the goods as soon as reasonably practicable after delivery or collection.
• You must notify us in writing within 72 hours after delivery or collection if there is:
  a) visible transit damage,
  b) short delivery,
  c) supply of the wrong goods, or
  d) any other issue that ought reasonably to have been apparent on inspection.
• You must notify us in writing within 7 days after becoming aware of any latent defect or concealed issue.
• Any claim should include reasonable supporting information, including photographs, invoice details, delivery date and a description of the issue.
• We will review claims fairly and promptly and may request additional information, return of goods, or inspection access where reasonably required.
• You must not dispose of, alter, install, repair, resell or otherwise deal with goods that are the subject of a claim unless:
  a) we agree in writing, or
  b) it is reasonably necessary to prevent safety risk or further damage.
• To the extent permitted by law, JAP may decline a claim for visible damage, wrong goods or other matters that ought reasonably to have been apparent on inspection if the goods have been installed, altered, modified, resold or otherwise dealt with before JAP has had a reasonable opportunity to review the claim.

Returns

• JAP does not accept change of mind returns unless we agree otherwise in writing.
• If JAP agrees to accept a discretionary return, the goods must be in resaleable condition unless the return relates to damage or another issue accepted by JAP.
• JAP will not charge a restocking fee on approved discretionary returns, however return freight and any reasonable handling costs remain your responsibility unless we agree otherwise.
• Custom made, specially sourced, manufacturer order, clearance, discontinued or made to order goods are generally non-returnable unless required by law or agreed by us in writing.
• Nothing in these Terms excludes any rights or remedies that cannot lawfully be excluded.

Australian Consumer Law and non-excludable rights

• Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded.
• To the extent permitted by law, where any statutory guarantee or condition applies and the law permits JAP to limit its liability, JAP’s liability is limited, at JAP’s option, to:
  a) replacing the goods,
  b) repairing the goods,
  c) paying the cost of replacing the goods, or
  d) paying the cost of having the goods repaired.