Terms & Conditions of Trade
Last updated: 7 October 2026
These terms cover project-specific sourcing, customised products, equipment and coordinated supply by TL Enterprises (WA) Pty Ltd (ABN 82 636 886 658), trading as TL Enterprises. Read them with the quotation for your project.
Version and existing orders: This version applies only when expressly provided and incorporated before a new order is accepted. It does not replace the terms already agreed for an existing quotation or order.
Contents — 33 sections
- Definitions
- Application of these terms
- Quotations and acceptance
- Client specifications
- Samples and approvals
- Variations
- Minimum orders and supplier requirements
- Pricing, GST and currency
- Payment terms
- Production
- Lead times
- Delays outside reasonable control
- Product tolerances
- Inspection and quality control
- Client approval and communication
- Compliance and certification
- Freight and logistics
- Customs, duties and taxes
- Risk and title
- Delivery, site access and commissioning
- Defects and claims
- Warranty and support
- Third-party manufacturers
- Custom and made-to-order products
- Cancellation and termination
- Intellectual property
- Client artwork and trademarks
- Confidentiality
- Force majeure
- Liability
- Australian Consumer Law
- Dispute resolution
- Governing law
1. Definitions
TL, we and us mean TL Enterprises (WA) Pty Ltd (ABN 82 636 886 658). Client means the person or entity ordering the goods or services. Project documents mean the accepted quotation, agreed scope, approved specifications and any written variations. Goods and services mean the items and work described in those documents. Writing includes email.
2. Application of these terms
These terms apply only to a new quotation or order that expressly identifies this version and provides it to the client before acceptance. They do not automatically replace the 2022 Standard Terms and Trading Conditions or any terms already agreed for an existing project. Website updates do not retrospectively change an order.
Mandatory law takes priority. Subject to that law, a separately negotiated written agreement takes priority over an accepted quotation, and the quotation takes priority over these terms. Any inconsistent conditions in a purchase order must be resolved before acceptance; neither party can unilaterally vary an agreed contract.
3. Quotations and acceptance
Each quotation identifies its validity period, scope, quantities, inclusions, exclusions and acceptance process. If the validity period has expired or a material assumption changes before acceptance, obtain written reconfirmation. An enquiry or an indicative estimate is not an accepted order. The contract forms in the manner stated in the quotation, following agreement on the project documents.
4. Client specifications
The client must provide an accurate brief, intended use, destination and relevant drawings, dimensions, artwork, materials, performance requirements and site conditions. TL will raise material uncertainties it identifies; the parties should resolve them before commitment. Responsibility for engineering, design and regulatory decisions must be allocated in the scope, rather than assumed.
5. Samples and approvals
The project documents should state whether samples, prototypes, artwork proofs or pre-production approvals are required, their cost and what each approval covers. Approvals must identify the version reviewed. A sample is assessed against the agreed criteria; a screen image or photograph does not necessarily reproduce colour, finish or scale accurately.
6. Variations
Changes after quotation, sample approval or production release require written agreement on feasibility, revised scope, price and timing before the changed work proceeds. This includes a change of mind after approving a sample or artwork. TL will explain material consequences and take reasonable steps to avoid unnecessary costs. No substitution of an agreed material or specification is permitted merely because it is more convenient.
7. Minimum orders and supplier requirements
Supplier minimum order quantities, tooling, packaging, batch sizes and production conditions will be identified where relevant before commitment. Changes to quantities may affect feasibility or price and must be agreed. No undisclosed minimum order is imposed through these terms.
8. Pricing, GST and currency
The quotation states the currency, price basis, GST treatment and included costs. Any exchange-rate basis or freight-rate adjustment mechanism must be expressly identified and agreed. An expired quotation may need repricing before acceptance. Once accepted, price changes require an agreed variation or a specific, transparent adjustment mechanism in the project documents; supplier or currency changes do not create an unrestricted right to increase prices.
9. Payment terms
Deposits, progress payments, balance payments, invoice due dates and any credit arrangements are those stated in the quotation. There is no universal deposit percentage. A party should promptly raise a genuine invoice dispute and pay any undisputed amount when due. Any proposed suspension for overdue payment must be proportionate, preceded by written notice and a reasonable opportunity to resolve the matter, and consistent with the contract and law.
10. Production
Production release depends on the approvals, information and payment milestones agreed for the project. TL coordinates the work within the agreed scope and follows up material supplier issues. If a requirement cannot be met, the parties must agree an alternative or other resolution before affected work proceeds.
11. Lead times
Production and freight estimates are identified separately where practical. The quotation should state any critical date and whether it is an estimate or a binding commitment. Timing may depend on final approvals, materials, supplier capacity, planned Chinese holidays, factory shutdowns and testing. Known shutdowns should be considered when planning the programme.
12. Delays outside reasonable control
A party becoming aware of a material delay must notify the other, explain the likely impact and take reasonable steps to reduce it. Freight, port, customs, testing and unexpected supplier disruptions may affect timing, but are not automatically an excuse for a party’s own breach. Revised dates and additional costs must be addressed under the agreement. Statutory and contractual remedies remain available.
13. Product tolerances
Dimensional, colour, finish, material or batch tolerances apply only where agreed or otherwise established by the applicable specification. Minor variation must not be used to justify a failure to meet an essential requirement. Where colour or material consistency is critical, agree a reference sample, measurement method and acceptance criteria before manufacture.
14. Inspection and quality control
The scope should identify inspection stages, sampling method, acceptance criteria, reporting and any third-party testing. A sampling inspection is not a check of every item unless expressly agreed, and cannot establish every characteristic or future performance. TL remains responsible for carrying out the agreed services with due care and skill. Inspection does not waive a later valid defect claim.
15. Client approval and communication
The client should nominate an authorised contact and provide approvals by the dates needed for the programme. TL will identify the approval requested and the likely effect of delay. A client’s approval covers the matters reasonably presented for review; it does not excuse a departure from approved documents or remove non-excludable rights.
16. Compliance and certification
The parties must identify applicable Australian requirements and responsibility for design, importation, testing, certification, installation and use before commitment. TL may coordinate supplier documents, samples, testing and independent specialist input where included in the scope. TL is not a certification authority, and supplier statements alone are not a blanket assurance of compliance.
Any required approval, test report or certificate must relate to the relevant product, specification and intended use. Technical changes may require reassessment. Each party remains responsible for its own legal duties; the agreed allocation cannot remove mandatory obligations.
17. Freight and logistics
The project documents identify freight method, destination, handling, packing, consolidation, insurance and included logistics services. An Incoterm applies only when expressly agreed with its named place and version. Any material change to routing or service that affects cost, risk or timing must be communicated and handled under the agreement. See Delivery & Logistics.
18. Customs, duties and taxes
The quotation must identify the importer arrangements and allocation of customs clearance, duties, GST, port charges and other relevant charges. Each party must provide accurate documents for its responsibilities. Additional charges must have a contractual or legal basis and be explained with reasonable supporting information; this is not an unlimited authority to incur costs on the client’s behalf.
19. Risk and title
The accepted project documents and any agreed Incoterm determine when risk transfers. Title is separate and passes as provided in the applicable contract and law. If these points are not stated, they must be clarified in writing before commitment or dispatch. Any retention-of-title, security interest, registration, insurance obligation or enforcement arrangement requires express project terms; this website does not create a general right to enter premises or seize goods.
20. Delivery, site access and commissioning
The client must advise relevant access restrictions, delivery windows, ground conditions, lifting and unloading needs, utilities and site-readiness requirements. Installation, electrical or other connections, commissioning, operator training and permits are included only where expressly agreed and must be undertaken by appropriately qualified people where required. Reasonable rescheduling, storage or demurrage costs are allocated under the project documents, with steps taken to mitigate avoidable costs.
21. Defects and claims
Notify TL promptly of incorrect, missing, damaged or defective goods, with the order reference, photographs and supporting details. Preserve relevant goods and packaging where safe. TL will review the claim against the approved specification and project documents and coordinate an appropriate assessment. A request for prompt notice is not a blanket deadline extinguishing statutory rights. Remedies and reasonable return costs will be addressed under the agreement and law. See Cancellations, Returns & Claims.
22. Warranty and support
Any express warranty must identify its provider, scope, period, claim process and relevant conditions in the project documents. Replacement parts, service labour, freight, access costs and commissioning support should be stated where relevant. Availability of future parts is not guaranteed unless agreed. Misuse, unauthorised modification or poor maintenance is relevant only to the extent it caused the issue and any exclusion is lawful. Express warranties are additional to non-excludable rights.
23. Third-party manufacturers
TL may source from independent manufacturers and coordinate a manufacturer claim or technical response. The quotation must distinguish goods TL supplies from services performed as an expressly agreed agent. Manufacturer terms do not automatically release TL from its own contractual or statutory obligations. Any material third-party conditions must be provided before acceptance.
24. Custom and made-to-order products
Custom goods may have little resale value because of client branding, dimensions, materials or specifications. Change-of-mind returns are generally unavailable unless agreed. This does not prevent claims for a failure to meet the agreed specification, defects or any remedy required by law.
25. Cancellation and termination
Request cancellation in writing as early as possible. Before supplier commitment, the parties will account for authorised work and reasonable costs already incurred. After commitment, cancellation may be impractical; an agreed settlement should address documented, unavoidable costs, work completed and any lawful payment obligations, less savings and recoveries. TL will take reasonable steps to mitigate costs; deposits are not automatically forfeited.
Rights to end an agreement for material breach or under law remain available. Where a breach can be remedied, written notice and a reasonable opportunity to remedy should be given. Cancellation for convenience must not be confused with termination because the other party has failed to perform.
26. Intellectual property
Each party retains its pre-existing intellectual property. Ownership and permitted use of project designs, drawings, tooling, moulds, software and commissioned work must be stated in the scope, including any transfer following payment. Necessary use permissions should be agreed before production; payment for goods alone does not automatically transfer every associated intellectual property right.
27. Client artwork and trademarks
The client must be entitled to provide and authorise use of its artwork, trademarks and other material for the project. It should check spelling, dimensions, content and colours in approval proofs. TL will manufacture or coordinate supply against the approved version and raise obvious concerns it identifies. Corrections requested after approval are handled as variations; approval does not excuse TL’s own departure from that version.
28. Confidentiality
Both parties must protect confidential technical, commercial and project information, use it for the project and disclose it only as reasonably necessary to authorised staff, the Shanghai sourcing team, suppliers, advisers and service providers subject to appropriate confidentiality arrangements, or where law requires. Public information and information independently obtained lawfully are not confidential merely because they relate to the project. Project publicity, client identification or use of confidential images requires an appropriate permission or other lawful basis. Personal information is handled under our Privacy Policy.
29. Force majeure
An event genuinely outside a party’s reasonable control may justify suspension of the affected obligation only for the extent and duration of its impact, subject to the agreement and law. The affected party must notify the other and take reasonable steps to mitigate the impact. Ordinary price changes, known holidays or an avoidable lack of planning do not automatically qualify. For prolonged disruption, the parties should agree a revised plan or fair termination arrangements, accounting for work performed, unavoidable commitments and savings without overriding statutory remedies.
30. Liability
Each party is responsible for loss for which it is legally liable arising from its breach or wrongful conduct. Both parties must take reasonable steps to reduce avoidable loss. Liability should reflect the cause of the loss and any contribution by the other party. No blanket exclusion, fixed liability cap or broad indemnity is imposed by these website terms of trade. Any project-specific limitation must be expressly agreed, appropriate to the risk and lawful. Nothing excludes liability that cannot lawfully be excluded.
31. Australian Consumer Law
Nothing in these terms excludes, restricts or modifies a consumer guarantee or other right or remedy that cannot lawfully be excluded, restricted or modified. Businesses can qualify for Australian Consumer Law protections. Where applicable, the available statutory remedies remain available and prevail over inconsistent project or manufacturer terms.
32. Dispute resolution
Raise a concern promptly with our team, identifying the order, issue and proposed resolution. The parties will first try to resolve it through authorised representatives and may agree to independent mediation. This process does not prevent urgent relief, a complaint to a regulator, a statutory remedy or commencing proceedings within a legal time limit. Neither party is required to accept a settlement it has not agreed.
33. Governing law
Where these terms are incorporated into an agreement with TL Enterprises (WA) Pty Ltd, the laws of Western Australia and applicable Australian law govern that agreement, unless a different lawful governing-law provision is expressly agreed. The parties submit to the non-exclusive jurisdiction of courts of Western Australia. Mandatory rights and any right to use another court or tribunal with jurisdiction are preserved.
For enquiries, contact info@tlenterprises.com.au or 08 6186 7999.