Terms & Conditions
of Trade

MERETON TEXTILES PTY LTD – TERMS & CONDITIONS OF TRADE

1. Definitions & Interpretation

• 1.1 Definitions:
  
  • ACL means the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
  • Customer / You means the person, firm, or corporation purchasing Goods or Services from Mereton.
  • Goods means any fabrics, textile products, or materials supplied or processed by Mereton.
  • Mereton / We / Us means Mereton Textiles Pty Ltd (ABN 36 109 735 999), its successors and assigns.
  • PPSA means the Personal Property Securities Act 2009 (Cth).
  • Services means commission printing, re-rolling, design work, or other services provided by Mereton.
• 1.2 Legal Context: These Terms are governed by and construed in accordance with the laws of New South Wales, Australia.

2. Orders, Pricing & Pro Forma Invoices

• 2.1 Order Placement: All orders must be submitted online via https://order.mereton.com.au/account/
• 2.2 Pro Forma Orders: Unless an approved Commercial Credit Facility is in place, all orders are supplied on a Pro Forma basis. Work will not commence, nor will Goods be dispatched, until payment is received in full.
• 2.3 Payment Timeline: Invoices issued for Pro Forma orders must be paid within 24 hours of order placement. Orders remaining unpaid after 7 business days will be automatically cancelled and deleted from the online system.
• 2.4 Pricing: Prices charged will be the rates published on Mereton’s website at the time the order is confirmed. All listed prices exclude GST and freight charges unless stated otherwise.
• 2.5 Minimum Order Value & Surcharge: Orders under $200.00 AUD (excluding GST and freight) incur a $25.00 AUD surcharge, capped so the order total does not exceed $200.00 AUD before GST and freight. Mereton reserves the right to review this surcharge periodically upon reasonable notice
• 2.6 Order Consolidation: Multiple online orders placed by the same Customer will be consolidated for dispatch unless specified otherwise during checkout.
• 2.7 Expedited Orders (Express Production Fee): Standard production lead times are 5 to 7 working days from receipt of payment. Where the Customer requests an expedited turnaround of 2 to 3 working days from payment receipt, an Express Production Fee of $65.00 AUD or 10% of the net order value (whichever is greater) will apply. Expedited production is subject to factory capacity and must be confirmed by Mereton in writing or selected at online checkout

3. Manufacturing Tolerances & Fault Allowances

• 3.1 Fault Calculation Across Runs: Mereton permits combining multiple designs within a single print run to optimize volume pricing. Consequently, fault tolerances are calculated over the total meterage of the production run, not on a per-design or per-colourway basis. (For example: A single flaw within a 5m segment of a 20m total order comprising 4 designs is deemed an acceptable tolerance across the full 20m run and does not constitute a replaceable fault).
• 3.3 Minimum Fault Allowance: The Customer must factor in a minimum 3% fault allowance across all production orders.
• 3.4 Drops, Panels & Yardage Faults: ‍
  
  • Standard Yardage Printing: Where Goods are ordered as standard continuous yardage (without specified drops), small localized faults (e.g., 5cm–10cm) will be compensated via a pro-rata credit applied to the invoice, rather than a replacement of the entire meterage segment.‍
  • Specified Drop / Panel Printing: Where specific drop or panel lengths are nominated by the Customer via Mereton’s online order system or in writing, Mereton guarantees to replace affected faulty drops up to a maximum drop length of 3.0 metres. Replacement claims for individual drop lengths exceeding 3.0 metres will not be recognised.

• 3.5 Fabric Movement & Dimensional Stability: The Customer acknowledges that heat-based printing processes (including dye-sublimation and direct-to-fabric fixing) involve high temperatures that may cause linear fabric shrinkage of up to 3% to 5%. Mereton accepts no liability for minor dimensional variations, fabric necking, or edge curling resulting from heat exposure during normal production.
• 3.6 Weft Skewing & Bowing: Mereton prints onto the fabric as fed from the roll. Mereton is not responsible for pattern distortion, skewing, or off-square printing caused by inherent manufacturing twists, bowing, or uneven tension present in the raw base cloth (whether supplied by Mereton or the Customer).

4. Colour Matching, Fabric Specifications & Care

• 4.1 Digital vs. Physical Samples: Mereton does not colour-match to digital screens or monitors. Colour matching is performed exclusively against approved physical swatches provided to Mereton.
• 4.2 Batch Variations: While Mereton exercises reasonable commercial care, sample presentations serve as an indication only. Minor shade variations may occur between production batches, base cloth lots, or separate deliveries.
• 4.3 Reference Numbers: All physical samples issued carry a reference number, which must be quoted at the time of order placement to maintain colour consistency.
• 4.4 Commission Fabrics: Any client-supplied base cloth for commission printing cannot be guaranteed for exact colour match against previous runs and must be resampled prior to main production.
• 4.5 Care Instructions & Fastness: The Customer is responsible for communicating appropriate care, washing, and handling instructions to end-users. Mereton accepts no liability for colour fading, bleeding, or degradation caused by improper laundering, exposure to harsh chemicals, post-treatment processes, or prolonged direct sunlight exposure unless a specific lightfastness specification was guaranteed in writing prior to production.

5. Commission Printing & Client-Supplied Fabrics

• 5.1 Warranty of Suitability: Where the Customer supplies fabric for commission printing:
  • The Customer warrants that the fabric has been thoroughly inspected prior to delivery to Mereton, is Prepared for Printing (PFP), and has been heat-set at 205°C to prevent thermal shock and shrinkage exceeding 3%.
  • Mereton is responsible solely for printing the supplied electronic art file as ordered. Mereton accepts no liability for how third-party fabrics perform during or after printing.
• 5.2 Re-Rolling Charges: If supplied fabric rolls arrive with damaged cores, are unevenly wound, or require prep work prior to mounting on printing machinery, a re-rolling charge of $1.00 AUD per metre will apply.
• 5.3 Covered Printing Defects: Mereton’s liability for commission printing errors is limited strictly to severe print defects caused directly by machine error (e.g., severe horizontal banding ink dropouts, incorrect file printed against order acknowledgement, or horizontal head-scuff marks).
• 5.4 Excluded Fabric Deficiencies: Mereton accepts no liability for defects originating in foreign fabrics, including but not limited to loose threads, fibre contamination, oil spots, holes, drop stitches, or ladders.
• 5.5 Storage & Unclaimed Fabrics: Mereton is a manufacturing facility, not a storage warehouse.
  • Leaving fabric at Mereton’s warehouse is strictly at the Customer’s own risk. The Customer must maintain comprehensive off-site warehouse insurance for all supplied materials.
  • Any Customer-supplied fabric remaining uncollected or unprinted for more than 60 days will incur a storage fee of $25.00 AUD per roll/pallet per week.
  • Fabric uncollected after 90 days may be disposed of or sold in accordance with the Uncollected Goods Act 1995 (NSW) to recover unpaid storage costs.

6. Delivery, Risk & Freight

• 6.1 EX Works Completion: Mereton fulfills its supply obligations EX Works (Sydney). Risk in the Goods passes to the Customer immediately upon dispatch or collection by the courier.
• 6.2 Transport Delays: Mereton accepts no liability for delays, transit damages, or consequential loss caused by third-party freight providers or couriers.
• 6.3 Authority to Leave (ATL): All deliveries dispatched by Mereton carry an automatic Authority to Leave (ATL) at the nominated delivery address.
• 6.4 Missing & Misplaced Goods Procedure: If goods are delayed or lost by a carrier, Mereton requires a mandatory investigation window of 2 to 3 weeks from the expected delivery date for the carrier to track the shipment.
  • If Mereton issues a replacement shipment after the investigation period and the original shipment is subsequently delivered, the Customer must notify Mereton immediately to arrange collection of the duplicate goods.

7. Returns, Fault Claims & Claims Procedure

• 7.1 Inspection & Notification: The Customer must inspect all Goods immediately upon delivery. Any claims regarding transit damage, short supply, or defects must be submitted to Mereton in writing via email with clear photographic evidence within seven (7) calendar days of delivery.
• 7.2 Uncut Goods Condition: NO CLAIMS WILL BE CONSIDERED IF THE FABRIC HAS BEEN CUT, TREATED, OR ALTERED IN ANY WAY. Cutting or altering the fabric constitutes full acceptance of the Goods.
• 7.3 Return Authorization: Returns will only be accepted with prior written authorization from Mereton and must be returned via Mereton’s nominated carrier.
• 7.4 Excluded Returns:
  
  • No return claims will be accepted for minor colour variations measuring less than Delta E 1 (one) on a standard spectrophotometer.
  • No fabric roll segment less than five (5) metres in length is eligible for return or credit.
• 7.5 Credit Issuance: Credits or refunds will only be evaluated and processed after the returned Goods are received and physically inspected at Mereton’s Sydney office.

8. Intellectual Property (IP) & Artwork Rights

• 8.1 Ownership & Indemnity: The Customer warrants that it holds all necessary copyright, trademark, and intellectual property licenses for all designs, files, and artwork submitted to Mereton for printing.
• 8.2 Intellectual Property Infringement: The Customer agrees to fully indemnify Mereton against any actions, claims, damages, or costs (including legal costs on a solicitor-client basis) arising from third-party copyright or IP infringement claims relating to customer-supplied artwork.
• 8.3 File Retention: Mereton retains electronic artwork files solely for the purpose of executing the Customer's orders but accepts no responsibility for long-term file archiving or loss of customer files.
• 8.4 Right to Refuse Printing: Mereton reserves the right to refuse to print any electronic file or artwork that it deems, in its absolute discretion, to be defamatory, offensive, illegal, or an infringement of third-party rights.

9. Commercial Credit Accounts & Payment

• 9.1 Credit Application Criteria: Commercial Credit Facilities are offered at Mereton’s sole discretion. Applicants must complete a minimum trading history of three (3) cash transactions totaling at least $5,000 AUD within a 6-month period prior to applying.
• 9.2 Payment Terms: Account holders must settle all invoices strictly within the payment terms specified in their credit approval letter.
• 9.3 Payment Methods: Payments may be made via Electronic Funds Transfer (Direct Deposit) or Credit Card.
• 9.4 Invoice Disputes: Dispute notifications regarding any invoice line item must be submitted in writing within seven (7) days of invoice receipt; otherwise, the invoice will be deemed accepted as correct and payable in full.
• 9.5 Overdue Accounts & Recovery Costs:
  
  • If an account becomes overdue, Mereton reserves the right to suspend or terminate ongoing orders and credit facilities without notice.
  • Overdue balances shall accrue interest at the rate of 10% per annum, calculated daily from the due date until the date of full payment.
  • The Customer agrees to pay all reasonable costs incurred by Mereton in enforcing or recovering overdue debts, including debt collection agency fees, court costs, and legal fees on a solicitor-and-own-client basis.

10. Retention of Title & PPSA (Personal Property Securities Act)

• 10.1 Retention of Title: Property and title in all Goods remain with Mereton until the Customer has paid in full all amounts owing for the Goods and all other outstanding debts owed to Mereton.
• 10.2 Right of Access: Until title passes, the Customer grants Mereton an irrevocable license to enter any premises occupied by the Customer where Goods are stored, during business hours, to inspect or repossess unpaid Goods.
• 10.3 PPSA Security Interest: The Customer acknowledges that these Terms constitute a Security Agreement under the Personal Property Securities Act 2009 (Cth) (PPSA) and creates a Purchase Money Security Interest (PMSI) in favor of Mereton over all Goods supplied.
• 10.4 PPSA Waiver: To the extent permitted by law, the Customer waives its rights to receive verification statements or notices under sections 95, 118, 121(4), 130, 132(3)(d), 132(4), 135, and 157 of the PPSA.

11. Sale of Business & Corporate Changes

• 11.1 Business Ownership Change: The Customer must notify Mereton in writing at least seven (7) days prior to any change in business ownership, corporate structure, or control.
• 11.2 Credit Balances on Sale: Credit balances arising from product returns cannot be paid out in cash upon the sale of the Customer’s business, nor transferred to a purchasing party unless agreed in writing by Mereton.

12. Limitation of Liability & Consumer Guarantees

• 12.1 ACL Compliance: Nothing in these Terms excludes, restricts, or modifies any condition, warranty, guarantee, right, or remedy implied or imposed by the Australian Consumer Law (ACL) that cannot be lawfully excluded.
• 12.2 Limitation of Liability: To the full extent permitted by law, Mereton’s liability for any breach of a non-excludable condition or warranty is limited, at Mereton’s option, to:
  • The replacement of the Goods or the supply of equivalent Goods;
  • The repair of the Goods; or
  • The refund or credit of the invoiced price paid for the Goods or Services.
• 12.3 Consequential Loss: Mereton shall not be liable for any indirect, special, economic, or consequential loss (including loss of profits, downtime, reputational damage, or third-party claims) arising out of or in connection with the supply of Goods or Services.

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Contact Details

(Any changes to these details will be updated on our website)
Mereton Textile
Mailing Address: Unit 85/37-47 Borec Rd, Penrith, NSW 2750
P: 02 4732 5400
E: orders [@] mereton.com.au