Terms of Purchase

1. Definitions and interpretation

1.1 Definitions

In these Terms of Purchase (the "Terms"), unless the context otherwise requires:

ACL means the Australian Consumer Law set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth).

Agreement means these Terms, the Order Confirmation, and any incorporated policies.

Business Day means a day that is not a Saturday, Sunday, or public holiday in Sydney, New South Wales, Australia.

Customer (or "you", "your") means the person, legal entity, or firm submitting an Order through the Website.

DDP means Delivered Duty Paid pursuant to Incoterms® 2020.

FNRBLR (or "we", "us", "our") means FNRBLR Pty Ltd ABN 64 702 275 723.

Force Majeure Event means any event or circumstance beyond the reasonable control of a party, including but not limited to acts of God, natural disasters, epidemics, war, armed conflict, civil commotion, strikes, industrial disputes, national emergencies, customs clearance delays, port congestions, or systemic disruptions to global freight and carrier networks.

Goods means any physical products, hardware, inserts, units, accessories, or parts supplied or to be supplied by FNRBLR under an Order.

Order means an electronic purchase request submitted by the Customer through the Website for the supply of Goods.

Order Confirmation means the written communication dispatched via email by FNRBLR to the Customer confirming acceptance of an Order.

Policy means the Shipping Policy, Warranty and Returns Policy, Privacy Policy and any other policies notified by FNRBLR and published to the Website from time to time.

Pre-Order means an Order placed by a Customer for Goods that are in development, awaiting factory production, or allocated from an unfulfilled manufacturing batch.

Pre-Order Terms means FNRBLR's pre-order terms governing the supply and fulfilment of advance production runs.

Privacy Policy means FNRBLR’s privacy policy published at https://www.fnrblr.com/legal/privacy.

Shipping Policy means FNRBLR’s operational shipping and freight policy published at https://www.fnrblr.com/company/shipping.

Warranty and Returns Policy means FNRBLR’s warranty, repair and returns policy published at https://www.fnrblr.com/company/warranty-and-returns.

Website means https://www.fnrblr.com/.

1.2 Interpretation

In this Agreement:

(a) headings are for convenience only and do not affect interpretation;

(b) words importing the singular include the plural and vice versa;

(c) a reference to a statute, regulation, or statutory provision includes that legislation as amended, re-enacted, consolidated, or replaced from time to time;

(d) the words "including", "include", "in particular", or any similar expression are construed as illustrative and without limitation; and

(e) if there is any inconsistency between these Terms and the Pre-Order Terms in respect of a Pre-Order transaction, the Pre-Order Terms prevail to the extent of that inconsistency.

2. Australian Consumer Law and Statutory Rights

(a) Our Goods come with guarantees that cannot be excluded under the Australian Consumer Law. The Customer is entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. The Customer is 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.

(b) Nothing in this Agreement operates to exclude, restrict, or modify any statutory condition, guarantee, warranty, right, or remedy conferred on the Customer by the ACL, or any other applicable consumer protection laws, that cannot lawfully be excluded, restricted, or modified by mutual agreement.

3. Orders

(a) By submitting an Order through the Website, the Customer makes an offer to acquire the Goods specified in the Order subject to these Terms.

(b) An Order is deemed accepted, and an Agreement comes into existence, only upon the transmission of an automated written Order Confirmation email from FNRBLR to the nominated email address of the Customer.

(c) FNRBLR reserves the right to reject, cancel, or terminate an Order at any time prior to physical dispatch including but not limited to where:

(i) the ordered Goods are unavailable or out of stock;

(ii) an obvious or manifest clerical, administrative, or typographical error occurred regarding pricing, specifications, or inventory on the Website;

(iii) FNRBLR has reasonable grounds to suspect fraudulent, unlawful, or unauthorised transaction activity; or

(iv) the Order breaches the quantity restrictions set out in clause 4.

(d) Where FNRBLR cancels or rejects an Order under clause 3(c), it shall promptly notify the Customer in writing and process a complete refund of all payments received from the Customer for that cancelled Order to the original payment method.

4. Order Limits

(a) An order for Goods may be subject to maximum quantity limits per individual order. Any applicable quantity limit will be notified by FNRBLR on the Website or at checkout at the time of the Order.

(b) The Customer may place subsequent Orders for additional quantities. Each subsequent Order forms an independent, distinct contract governed by the Terms in force at the time of submission, and each consignment will be calculated, packed, billed, and dispatched separately.

5. Cancellations and Returns

(a) All cancellations requested by the Customer are governed by these Terms and the separate Pre-Order Terms (where the Goods are subject to a Pre-Order).

(b) Subject to the specific rules in the Pre-Order Terms for Pre-Orders, the Customer may request cancellation of an ordinary standard stock Order at any time prior to the physical generation of shipping labels and handover to the freight carrier.

(c) Once an Order is cancelled under clause 5(b), FNRBLR will initiate a refund of all moneys received for the Order within 5 Business Days of receipt of such cancellation notice, (including pre-paid shipping charges, import taxes, and duties) back to the Customer's original payment method. The Customer acknowledges that the timing for the refund to be processed and cleared to the Customer’s account may be affected by third-party payment processors (including Shopify and Stripe) and the Customer’s financial institution, and is outside FNRBLR’s control.

(d) Once an Order has been physically dispatched from FNRBLR's facility, it cannot be cancelled or recalled in transit.

(e) Any return of Goods following dispatch, including any voluntary change-of-mind return, is subject to our Warranty and Returns Policy.

(f) Nothing in this clause 5 impairs or displaces any rights or remedies the Customer holds under the ACL in respect of non-compliant or defective Goods.

6. Price and Payment Terms

(a) All prices displayed on the Website are displayed in the currency selected or displayed on the Website at the time you view the relevant page. The Website will attempt to display prices in the currency associated with your geographical location, however, your location (and therefore the currency displayed) may be affected by factors outside our control, including the use of VPNs, browser plug-ins or extensions, and network conditions. Where the Website cannot reliably determine your location or applicable currency, prices may default to Australian dollars (AUD) as the base pricing currency.

(b) For domestic deliveries within Australia, prices are inclusive of Goods and Services tax ("GST") assessed under A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(c) For cross-border deliveries outside Australia, Goods may be supplied from our Australian distribution centre or from third-party logistics facilities located overseas (including, as introduced from time to time, facilities in the United States and Europe). Where Goods are supplied on a DDP basis, applicable customs duties, import tariffs, excise taxes, and clearance fees (together, “Import Charges”) will be calculated and collected at checkout. Where Goods are not supplied on a DDP basis, Import Charges will not be collected at checkout and the Customer is responsible for paying any Import Charges directly to the relevant authority or carrier, as required for delivery.

(d) Full payment of the purchase price, including applicable shipping fees and any Import Charges, is due and payable immediately upon Order submission, including in respect of Pre-Orders.

(e) Payment must be effected using the approved electronic payment methods, merchant gateways, or credit facilities integrated into the checkout interface. All financial transactions are processed by third-party payment processors. FNRBLR does not collect, record, or store full credit card numbers or payment credentials.

(f) The Customer has no right to deduct, withhold, or set off any amounts claimed against FNRBLR from the purchase price due under an Order.

(g) The Customer acknowledges that FNRBLR may register for tax services and/or indirect tax regimes in the markets it distributes to from time to time (including the EU and UK). Where FNRBLR is registered (or is required to be registered) in a market, FNRBLR may collect and remit applicable taxes in that market in connection with Orders, and any such amounts will be identified and (where applicable) calculated at checkout.

7. Delivery, Risk, and Retention of Title

(a) All freight operations, delivery zones, carrier allocations and related services are governed by this Agreement and our Shipping Policy. FNRBLR may ship from one or more distribution or fulfilment locations from time to time, including within Australia and via third-party logistics providers in other regions.

(b) Any dates, schedules, or transit windows quoted by FNRBLR or its delivery partners are commercial estimates only. To the extent permitted by law, failure to dispatch or deliver by an estimated date does not constitute a material breach of this Agreement.

(c) Risk of loss of, or damage to, the Goods passes to the Customer when the Customer (or the Customer’s nominated recipient) receives the Goods at the delivery address nominated in the Order.

(d) Title to the Goods does not pass to the Customer until FNRBLR has received payment in full of all amounts payable for the Goods (including any applicable shipping charges, duties and taxes) in cleared funds.

(e) Until title passes under clause 7(d), the Customer holds the Goods as bailee for FNRBLR, must keep the Goods safely stored and identifiable as FNRBLR’s property, and must not sell, pledge, charge, encumber, dispose of, alter or otherwise deal with the Goods.

(f) The Customer must inspect the delivered Goods as soon as practicable upon receipt. Where packaging or Goods exhibit visible signs of transit damage or material defect, the Customer must notify FNRBLR in writing within 7 days of delivery, providing reasonable digital photographic evidence.

8. Product-Specific Terms

8.1 Third-Party Trade mark Disclaimer and Non-Affiliation

(a) Certain Goods are designed to be dimensionally compatible with, or capable of being used with, third-party furniture, shelving or storage systems (each a “Third-Party System”).

(b) Unless expressly stated by FNRBLR in writing, the Goods are aftermarket products and are not official products of, and are not designed, approved, manufactured, endorsed, licensed or distributed by, any owner or manufacturer of a Third-Party System (each a “Third-Party Owner”).

(c) Any references on the Website, in product manuals, marketing materials, packaging, or these Terms to any Third-Party Owner, Third-Party System, or any third-party trade marks are made solely for the purpose of identifying intended compatibility or functional fit, and do not imply any affiliation, sponsorship or endorsement.

8.2 Customer Compatibility Obligations

Before assembling, installing or using the Goods with any Third-Party System, the Customer must ensure that:

(a) the Third-Party System is genuine (where relevant), and matches the relevant dimensions, tolerances and specifications required for safe installation and use of the Goods;

(b) the Third-Party System is structurally sound, correctly assembled and installed in accordance with the Third-Party Owner’s instructions, and is free from material defects, damage, excessive wear, water damage, fastener fatigue, or other conditions that may compromise stability;

(c) the Third-Party System has not been modified in a way that could affect stability, load-bearing capacity, alignment, or safe operation of the Goods; and

(d) the Goods are used only for their intended domestic indoor purpose, and are not used in wet, outdoor, high-humidity, corrosive or industrial environments, or for commercial or retail floor use, unless the Website or product documentation expressly states otherwise.

8.3 Mandatory Wall Anchoring Requirement

(a) The Customer acknowledges that installing pull-out drawers or similar moving components in shelving or storage systems may shift the centre of gravity forward during use, increasing the risk of furniture tip-over, serious injury, entrapment or death, particularly to infants and children.

(b) It is a strict and essential condition of this Agreement that any shelving, storage or furniture unit used with the Goods must be securely anchored to an appropriate load-bearing structure (for example, a wall stud, masonry wall or other suitable substrate) using appropriate anti-tip brackets, anchors and fixings suitable for the relevant substrate, and in accordance with the furniture manufacturer’s instructions (where applicable).

(c) The Customer must not permit children to climb, pull, hang from, or rest on open drawers, rails, the host unit, or the Goods.

8.4 Load Capacity Restrictions

The Customer must strictly adhere to the lesser of:

(a) the structural safe working load limit designated by FNRBLR for each Good; or

(b) the maximum compartment load rating published by a Third-Party Owner for a particular Good.

8.5 Overloading of Third-Party Systems (Customer Assumption of Risk)

(a) The Customer acknowledges that some common intended uses of Third-Party Systems (including storing vinyl records within cube shelving) may exceed the load limits published by Third-Party Owners.

(b) The Customer acknowledges and agrees that if the Customer loads, fills or uses a Third-Party System in a manner that exceeds any manufacturer-stated weight limit, the Customer does so knowingly and at the Customer’s own risk, and accepts responsibility for ensuring the Third-Party System is safe, stable and fit for that use.

8.6 Semi-Permanent Installation and Surface Damage Risk

(a) The Customer acknowledges that applying or installing certain Goods (or components of the Goods) may be semi-permanent and removal may cause surface damage.

(b) Without limiting clause 8.6(a), certain components may include self-adhesive backing (for example felt components for the Klaxxon Vinyl Record Drawer and plastic rail components for other products). Once applied, such components may be difficult to remove and may damage the surface finish of third-party furniture or shelving (including thin paper-like finishes).

9. Warranty and Returns

(a) All product inspection timelines, transit damage procedures, warranties, and return processes are set out in our Warranty and Returns Policy.

(b) Where delivered Goods exhibit visible external damage or manufacturing defects, the Customer must comply with the reporting requirements in the Warranty and Returns Policy, including notifying FNRBLR within 7 days of delivery and providing photographic evidence of the external packaging and damaged Goods.

10. Limitation of Liability and Indemnity

(a) To the fullest extent permitted by law, all express or implied representations, conditions, warranties, indemnities, or terms relating to the Goods, their merchantability, fitness for purpose, or performance arising by statute, common law, custom, or trade usage are hereby expressly excluded.

(b) Pursuant to section 54(6) of the ACL, Goods are not deemed to fail to satisfy the statutory guarantee of acceptable quality where the failure, damage, or malfunction results from abnormal use, negligence, or failure to exercise reasonable care by the Customer or any third party. For the purposes of this Agreement, "abnormal use" includes:

(i) failure to securely anchor or stabilise any shelving, storage, furniture or other host system used with the Goods in accordance with clause 8.3;

(ii) loading the Goods or any host compartment beyond the applicable load tolerances or ratings referred to in clause 8.4;

(iii) installing, assembling or using the Goods with any host system that is counterfeit (where relevant), damaged, defective, unstable, improperly assembled, or modified in a way that may affect stability, fit or safe operation;

(iv) improper assembly or installation of the Goods, including forced insertion, misalignment, incorrect fixing or mounting, or any structural modification, adjustment or repair carried out by unauthorised persons; or

(v) use of the Goods for commercial, retail floor or industrial purposes, or in wet, outdoor, high-humidity or other unsuitable environments, except to the extent expressly permitted by FNRBLR in writing or in the product documentation.

(c) To the extent permitted by law, FNRBLR’s liability for a failure to comply with a consumer guarantee is limited (at FNRBLR’s reasonable discretion) to one of the following remedies:

(i) the replacement of the Goods or the supply of equivalent Goods;

(ii) the repair of the Goods;

(iii) the payment of the cost of replacing the Goods or of acquiring equivalent Goods; or

(iv) the payment of the cost of having the Goods repaired.

(d) Neither party will be liable to the other under tort (including negligence), contract, statute, or otherwise for any indirect, incidental, special, punitive, exemplary, or consequential loss or damage, including loss of profits, loss of revenue, loss of goodwill, loss of opportunity, or damage to third-party assets, vinyl collections, or property, arising out of or in connection with the purchase, delivery, assembly, or use of the Goods.

11. Privacy

(a) FNRBLR handles personal information collected in connection with an Order in accordance with its Privacy Policy.

(b) The Privacy Policy describes how FNRBLR collects, uses, stores and discloses personal information, and how a person may contact FNRBLR about their personal information.

12. Re-sale and Reseller Restrictions

(a) The Customer must not offer the Goods for re-sale or re-supply.

(b) The Customer must not represent, or hold themselves out, as a reseller, distributor, stockist or authorised seller of FNRBLR products, unless FNRBLR has agreed otherwise in writing.

13. Complaints Handling and Dispute Resolution

(a) If a controversy, dispute, claim, or grievance arises out of or relates to this Agreement, an Order, or the performance of the Goods ("Dispute"), the aggrieved party must first issue a formal written notice of dispute ("Dispute Notice") to the other party setting out:

(i) the nature, factual background, and legal basis of the Dispute; and

(ii) the specific remedy sought.

(b) Customer dispute notices must be dispatched to legal@fnrblr.com.

(c) Within 14 days after receiving a Dispute Notice, FNRBLR must provide the Customer with a written response acknowledging the Dispute and stating FNRBLR’s position, including (where practicable) any proposed steps to resolve the Dispute.

(d) If the Dispute cannot be settled within 30 days following receipt of the notice under clause 13(a), either party may refer the dispute to NSW Fair Trading, an equivalent Australian State or Territory consumer tribunal, or initiate legal proceedings in a court of competent jurisdiction.

14. General

14.1 Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the laws of New South Wales, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and the courts entitled to hear appeals from them.

14.2 Force Majeure

Neither party will be liable for any delay or failure in the performance of its contractual obligations (excluding obligations to pay money) if such failure or delay is caused by a Force Majeure Event.

14.3 Severability

If any provision of this Agreement is held to be invalid, void, illegal, or unenforceable by an arbitrator or court of competent jurisdiction, such invalidity does not affect the validity of the remaining provisions, and the offending clause will be severed or read down to the minimum extent necessary.

14.4 Entire Agreement

This Agreement, together with the Order Confirmation, the Pre-Order Terms (where applicable), and any linked policies referenced herein, constitutes the complete and entire agreement between the parties regarding its subject matter and supersedes all prior representations, negotiations, and understandings.

14.5 No Waiver

A failure, delay, or indulgence by FNRBLR in enforcing any provision or right under this Agreement does not constitute a waiver of that provision or any subsequent breach