Terms Of Service

Design Shades Pty Ltd (ABN 59 652 598 055) trading as Newcastle Curtains ("Newcastle Curtains", "we", "us", "our")

Last updated: 18 July 2026

1. About these Terms

1.1 These Terms of Service ("Terms") apply to (a) your use of our website and online ordering portal (together, the "Site"), and (b) all quotes we provide and all orders for goods placed with us, whether through the portal, by email, by phone or otherwise.

1.2 Newcastle Curtains is a wholesale manufacturer of made-to-order curtains. We supply to approved trade customers only. By applying for a trade account, using the portal, or placing an order, you agree to these Terms.

1.3 In these Terms, "you" and "Customer" mean the business that holds (or has applied for) a trade account with us, and includes its authorised users. "Goods" means the curtains and related products we manufacture and supply.

1.4 Nothing in these Terms excludes, restricts or modifies any right or remedy you have under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law ("ACL"), or any other law, that cannot lawfully be excluded, restricted or modified. See clause 12.

2. Trade accounts

2.1 Ordering through our portal is available only to businesses approved by us for a trade account. To apply, you must provide accurate and complete information, including your legal entity name, ABN, contact details and, if you are applying for credit terms, the information we reasonably request to assess your application.

2.2 We may accept or decline a trade account application at our discretion. Approval of a trade account does not oblige us to accept any particular order.

2.3 You must ensure that the information on your account remains accurate and up to date, and notify us promptly of any change in your business name, legal structure, ownership or contact details.

2.4 Portal access and security. Login credentials are for use by you and your authorised users only. You are responsible for maintaining the confidentiality of your credentials and for all orders placed through your account by your authorised users. You must notify us immediately if you become aware of any unauthorised access to your account, and we will work with you to secure it. You are not responsible for orders placed after you have notified us of unauthorised access, provided the access did not result from your failure to take reasonable care of your credentials.

2.5 Suspension. We may suspend portal access or the acceptance of new orders on your account if your account is overdue beyond its payment terms, if we reasonably suspect fraudulent or unauthorised use, or if you materially breach these Terms. Where practicable we will give you notice and an opportunity to resolve the issue before suspending. Suspension does not affect orders already accepted, except as permitted by clause 8.6.

3. Made-to-order Goods and your specifications

3.1 Our Goods are manufactured to order in accordance with the specifications you submit, including fabric selection, dimensions, heading style, lining and any other options selected in the portal or agreed in writing.

3.2 You are responsible for the accuracy of all measurements and specifications you submit. We manufacture to the specifications as submitted, and we are not liable for Goods that are unsuitable because the specifications or measurements you provided were incorrect. Please check your order carefully before submitting it.

3.3 Manufacturing tolerances. Goods are handmade/machine-made soft furnishings and are subject to reasonable industry manufacturing tolerances of [+/- X mm] on finished dimensions. Variations within these tolerances do not constitute a defect.

3.4 Fabric variation. Colour, texture and pattern may vary between dye lots, rolls and batches, and fabric shown on screen may differ from the physical product. Reasonable variation of this kind is inherent in textile products and does not constitute a defect. If colour matching across multiple orders is critical, please tell us before ordering and we will advise whether it can be accommodated.

4. Quotes and orders

4.1 Quotes are valid for [30] days unless stated otherwise, and are subject to confirmation of specifications and fabric availability at the time of order.

4.2 An order submitted through the portal (or otherwise) is an offer by you to purchase the Goods. An order is accepted by us when we issue an order confirmation. We may decline an order, for example where fabric is unavailable, where there is a pricing or specification error, or where your account is suspended, and if we do we will notify you promptly and refund any amount you have prepaid for that order.

4.3 Changes and cancellation by you. Because Goods are made to order, you may change or cancel an order only before production has commenced. Once production has commenced, orders cannot be changed or cancelled except with our agreement, and we may charge for costs reasonably incurred (including fabric already cut) up to the point of cancellation.

4.4 Cancellation by us. We may cancel an accepted order only where we are unable to obtain the specified fabric or materials, where a genuine pricing or system error has occurred, or where an event described in clause 15 prevents us from fulfilling it. If we cancel, we will notify you promptly and refund all amounts you have paid for that order, and this will be the extent of our liability for the cancellation, except to the extent liability cannot be excluded under law.

5. Prices and GST

5.1 Prices are as shown in the portal or in our written quote at the time your order is submitted, and are in Australian dollars. Unless stated otherwise, prices are exclusive of GST and exclusive of delivery charges, which will be shown before you submit your order or stated in our quote.

5.2 We may update our price list from time to time. Price changes apply to new orders only and do not affect orders we have already accepted.

5.3 If a price displayed in the portal is manifestly incorrect due to a system or data-entry error, we may decline the affected order under clause 4.2 rather than supply at the erroneous price.

6. Payment

6.1 Prepay accounts. If your account is on prepayment terms, payment in full is required before production commences. Quoted lead times run from receipt of cleared payment.

6.2 Credit accounts. If we have approved credit terms for your account, payment is due within the period stated in your credit approval (for example, [30 days from end of month of invoice]), up to any credit limit we have set. Credit terms and limits are assessed internally by us and may be reviewed from time to time. We may vary or withdraw credit terms on reasonable written notice; any variation applies to new orders only.

6.3 Late payment. If an amount is not paid by its due date, we may (a) charge interest on the overdue amount at the rate of [X]% per annum, calculated daily from the due date until payment, and (b) recover our reasonable costs of collection, including reasonable debt collection and legal costs. We may also suspend the acceptance of new orders under clause 2.5.

6.4 You may not withhold payment or make deductions by way of set-off for any claim you assert against us, but this does not prevent you from pursuing any claim you may have, including under the ACL.

7. Title and risk (retention of title)

7.1 Risk in the Goods passes to you on delivery to your nominated address, or on collection where you pick up from our premises.

7.2 Title in the Goods remains with us until you have paid all amounts owing for those Goods in full. Until title passes, you must store the Goods so they are identifiable as ours, although you may resell or install them in the ordinary course of your business, in which case you hold the proceeds attributable to those Goods on our behalf to the extent of the unpaid amount.

7.3 You acknowledge that clause 7.2 creates a security interest in the Goods (and their proceeds) for the purposes of the Personal Property Securities Act 2009 (Cth) ("PPSA"), and that we may register that interest on the Personal Property Securities Register. You agree to do anything we reasonably require to ensure the security interest is enforceable and perfected. To the extent permitted by law, the parties contract out of the PPSA provisions listed in section 115(1) of the PPSA that may be excluded, and you waive your right to receive notices under the PPSA where that right may be waived.

8. Delivery and collection

8.1 We deliver, arrange freight, or make Goods available for collection from our Newcastle premises, as selected in your order.

8.2 Delivery and production lead times we quote are estimates made in good faith. We will use reasonable endeavours to meet them and will keep you informed of any material delay, but time is not of the essence and reasonable delay does not entitle you to cancel an accepted order or claim compensation, except to the extent the ACL provides otherwise or the delay is substantial and caused by our failure to take reasonable care.

8.3 You must ensure someone is available to accept delivery at the nominated address, or collect Goods within [14] days of being notified they are ready. If Goods cannot be delivered or are not collected within a reasonable time, we may charge reasonable storage and redelivery costs.

8.4 Inspection on receipt. Please inspect Goods on delivery or collection. To help us resolve issues quickly, notify us of any visible damage in transit, shortages or incorrect items within [7] days of receipt. Failure to notify within this period does not remove any rights you have under the ACL, but late notification may make claims harder to verify.

8.5 Where we arrange freight through a third-party carrier, we will assist you in pursuing any transit damage claim with the carrier.

8.6 If your account is suspended for non-payment, we may withhold dispatch of completed Goods until the overdue amounts are paid.

9. Returns, defects and remedies

9.1 Because all Goods are custom made to your specifications, we do not accept returns or cancellations for change of mind, incorrect measurements supplied by you, or errors in the specifications you submitted.

9.2 We stand behind the quality of our manufacturing. If Goods are defective, do not comply with the confirmed specifications, or otherwise fail to comply with a guarantee under the ACL, we will provide the remedies required by law. For a failure that is not a major failure, we may choose to repair the Goods, remake the affected Goods, or provide a refund or credit. For a major failure, you are entitled to the remedies set out in the ACL.

9.3 To make a claim, contact us with your order number, a description of the issue and photographs where possible. We may ask you to return the Goods to us or make them available for inspection; where the Goods are defective, we will bear the reasonable costs of return.

9.4 Our Goods come with guarantees that cannot be excluded under the Australian Consumer Law where the ACL applies to the supply.

10. Website use and intellectual property

10.1 You may use the Site only for legitimate business purposes connected with your trade account. You must not interfere with the operation or security of the Site, attempt to gain unauthorised access to it or to other customers' data, scrape or copy the Site's content or pricing data for competing purposes, or use it in breach of any law.

10.2 All intellectual property in the Site and in our product designs, patterns, specifications, images, price lists and documentation is owned by or licensed to us. Nothing in these Terms transfers any intellectual property to you. You may use our product images and materials to market Goods purchased from us to your own customers, unless we notify you otherwise.

10.3 We aim to keep the information on the Site accurate and current, but product availability, specifications and pricing may change. The confirmed details in your order confirmation prevail over general Site content.

11. Privacy

We collect and handle personal information (including information about your staff and authorised users) in accordance with our Privacy Policy, available on our website. By using the Site and holding a trade account, you acknowledge our Privacy Policy, and you agree to make your relevant staff aware of it.

12. Liability

12.1 Nothing in these Terms excludes, restricts or modifies the application of the ACL or any other law to the extent it cannot be excluded, restricted or modified, including the consumer guarantees that apply to goods costing $100,000 or less.

12.2 To the extent permitted by law, and subject to clause 12.1:

(a) our liability for a failure to comply with a consumer guarantee in relation to Goods (other than a failure that cannot be so limited under the ACL) is limited, at our option, to the replacement or repair of the Goods, the supply of equivalent Goods, or payment of the cost of doing so;

(b) our total aggregate liability to you in connection with an order, however arising, is limited to the price paid or payable for that order; and

(c) neither party is liable to the other for loss of profits, loss of business opportunity or other indirect or consequential loss, except that nothing in this paragraph limits your obligation to pay for Goods supplied or either party's liability for loss that cannot be excluded by law.

12.3 Each party's liability is reduced proportionately to the extent the relevant loss was caused or contributed to by the other party's negligence, breach of these Terms, or failure to mitigate.

13. Termination of trade accounts

13.1 Either party may close the trade account at any time by written notice. Closure does not affect orders already accepted, which will be completed and paid for under these Terms, and does not affect accrued rights or obligations.

13.2 We may close your account immediately by written notice if you commit a material breach of these Terms that is not remedied within 14 days of notice, if you suffer an insolvency event, or if we reasonably believe your account is being used fraudulently.

14. Variation of these Terms

We may update these Terms from time to time. Updated Terms will be published on the Site, and for material changes we will give account holders reasonable notice (for example by email or portal notification). Updated Terms apply to orders placed after the update takes effect; the Terms in force when an order was accepted continue to apply to that order.

15. Force majeure

Neither party is liable for delay or failure to perform (other than an obligation to pay money) caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemic, industrial action not specific to that party, utility or telecommunications failure, or supply chain disruption affecting fabric or materials. The affected party must notify the other promptly and use reasonable endeavours to minimise the impact. If such an event prevents fulfilment of an order for more than [60] days, either party may cancel the affected order and we will refund any amounts prepaid for Goods not supplied.

16. General

16.1 Governing law. These Terms are governed by the laws of New South Wales, and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

16.2 Severability. If any provision of these Terms is void, unenforceable or unfair within the meaning of the ACL, it is severed to the extent necessary and the remaining provisions continue in force.

16.3 Assignment. You may not assign your trade account or your rights under these Terms without our consent (not to be unreasonably withheld). We may assign our rights in connection with a sale or restructure of our business, provided the assignment does not reduce your rights.

16.4 Notices. Notices may be given by email to the contact email registered on the account (for you) or to [EMAIL] (for us), and are taken to be received on the next business day.

16.5 Entire agreement. These Terms, together with your order confirmation, our quote (if any) and any written credit approval, form the entire agreement in relation to each order. This clause does not exclude liability for statements made by either party on which the other was entitled to rely, including under the ACL.

17. Contact

Newcastle Curtains 10/32 Templar Place, Bennetts Green NSW 2290 Email: [email protected] Phone: 02 4946 0500.