Legal
These Terms & Conditions govern your use of the SpecSwap website and services.
By accessing our website, submitting an enquiry, uploading documents, requesting a quote, approving a product, accepting a proposal, placing an order or otherwise engaging SpecSwap, you agree to these Terms & Conditions.
SpecSwap is a China-first construction procurement broker. We assess and shortlist factories and suppliers in China on behalf of Australian clients, and provide free opportunity reviews, paid package validation, and managed procurement services for construction, fitout and furniture, fixtures & equipment (FF&E) products sourced internationally.
Our services may include reviewing furniture, fixtures, equipment, appliances, lighting, hardware, acoustic products, joinery, cabinetry, windows and doors, natural stone, metalwork, flooring and other selected fitout-related products.
SpecSwap acts as a broker and process manager, not an importer of record, customs broker, freight forwarder or licensed trade contractor, unless expressly agreed in writing for a specific engagement. SpecSwap is not a builder, architect, engineer, building surveyor or certifier. Unless expressly agreed in writing, we do not provide architectural, engineering, building certification, building surveying or regulated design services.
In these Terms:
“SpecSwap”, “we”, “us” and “our” means Bonja Group (ABN 64 814 797 294), trading as SpecSwap, and any related business entity that operates the SpecSwap service.
“Client”, “you” and “your” means the person, company, builder, designer, developer, project manager, consultant, homeowner or other party engaging with SpecSwap.
“Services” means any service provided by SpecSwap, including the Opportunity Review, Package Validation, Managed Procurement, specification review, product sourcing, factory assessment and negotiation, quality control coordination, freight coordination, delivery coordination, selected installation coordination and handover documentation.
“Landed Cost” means the total cost of a Product delivered to the agreed Australian destination, including factory/supplier price, inspection and quality-control costs, freight, insurance, customs duties, taxes and related clearance charges, but excluding SpecSwap's own fees.
“Brokerage Fee” means the fee payable to SpecSwap under a Managed Procurement engagement, calculated as a percentage of Landed Cost, subject to a minimum project fee, as set out in clause 3.3 and clause 12.
“Products” means furniture, fixtures, equipment, appliances, IT/AV products, lighting, accessories, acoustic products, selected wall or ceiling products and any other goods or materials reviewed, recommended, sourced, supplied or coordinated by SpecSwap.
“Uploaded Documents” means FF&E schedules, drawings, plans, specifications, product lists, finishes schedules, appliance schedules, IT/AV briefs, moodboards, supplier quotes, PDFs, spreadsheets, images, CSV files or other documents provided to SpecSwap.
“Proposal” means any quote, report, recommendation, estimate, proposal, scope, schedule, supply list or other document issued by SpecSwap.
“Specified Item” means an original product, item or selection provided by an architect, designer, consultant, builder, client or other project party.
“Swap” or “Alternative” means a product or option recommended as an alternative to a Specified Item.
SpecSwap may provide services under different engagement types.
The Opportunity Review is a no-cost, no-obligation assessment following review of any project or package information you submit. It is provided to help you understand whether China-direct sourcing may be worthwhile for your project and does not itself constitute a binding recommendation, valuation or Proposal.
Package Validation is a paid, fixed-fee engagement (quoted in advance, from $750 plus GST depending on scope) in which SpecSwap obtains factory quotations, coordinates like-for-like comparisons and samples, and provides a landed-cost recommendation for your package. The fee for Package Validation will be credited in full toward the Brokerage Fee if you engage SpecSwap for Managed Procurement on the same project within the period stated in your Proposal or, if none is stated, within 6 months of the Package Validation being completed.
Under a Managed Procurement engagement, SpecSwap sources, negotiates with, and manages factories and suppliers on your behalf, coordinates quality control and pre-shipment inspection, coordinates freight, and manages delivery to your site. SpecSwap charges a Brokerage Fee for this Service, calculated as a percentage of Landed Cost as set out in your Proposal (5% of Landed Cost unless a different rate is expressly agreed in writing), subject to a minimum project fee of $4,500 plus GST.
You pay the Landed Cost directly to the relevant factory, supplier or freight provider. SpecSwap does not collect, hold or forward your product funds at any stage — see clause 12 for how payment is structured.
The exact scope of work will be set out in the relevant Proposal, quote, email, written agreement or approved scope. If there is any inconsistency between these Terms and a specific written agreement signed by both parties, the signed agreement will prevail to the extent of the inconsistency.
SpecSwap focuses on low-compliance-risk categories suitable for direct overseas sourcing today, such as lighting, mirrors, decorative hardware, acoustic panels, loose and decorative furniture, and flooring and tiling. Categories such as cabinetry, joinery, windows, doors, natural stone and metalwork involve more coordination and are considered on a project-by-project basis.
Unless expressly agreed in writing, our services do not include responsibility for:
SpecSwap may review broader schedules to identify where we can assist, but this does not mean we accept responsibility for every item in a project schedule.
You confirm that:
You retain ownership of your Uploaded Documents. You grant SpecSwap permission to use, copy, review, extract, share and process Uploaded Documents as reasonably required to provide our Services, including to obtain supplier pricing, prepare recommendations, coordinate procurement, manage delivery and prepare handover documentation.
SpecSwap will take reasonable steps to treat Uploaded Documents and project information as confidential.
We may share relevant information with suppliers, manufacturers, consultants, installers, delivery providers, service providers and other project parties where reasonably required to provide the Services.
Where practical, we will only share the information necessary for the relevant purpose, such as product descriptions, quantities, dimensions, finishes, delivery suburb, project timing, drawings or schedule extracts.
Confidentiality obligations do not apply to information that is publicly available, already known to us, independently developed by us, disclosed with your consent, or required to be disclosed by law.
SpecSwap may recommend alternatives to Specified Items based on factors such as price, availability, lead time, design intent, functionality, quality, supplier reliability, warranty and suitability.
Unless expressly stated in writing, a recommended alternative is not guaranteed to be identical to the Specified Item.
Alternatives may differ in:
You are responsible for reviewing and approving any alternative before purchase. Where relevant, you should obtain approval from the client, builder, architect, designer, superintendent, project manager, certifier, engineer, building surveyor or other responsible party before proceeding.
SpecSwap is not responsible for consequences arising from a client's failure to obtain required approvals.
SpecSwap aims to recommend products that are suitable, practical and aligned with the intended design outcome.
However, design intent, appearance, quality and suitability involve judgment. Unless expressly guaranteed in writing, SpecSwap does not warrant that an alternative will be identical, equivalent or acceptable to every project stakeholder.
You remain responsible for confirming that selected products are suitable for the intended use, site conditions, project requirements, approvals, compliance obligations and end-user needs.
SpecSwap may provide lead-time, availability and delivery information based on supplier, manufacturer, freight provider or consultant information.
Lead times and availability are estimates only unless expressly guaranteed in writing.
SpecSwap is not responsible for delays caused by suppliers, manufacturers, customs, freight providers, installers, site access issues, weather, force majeure events, incorrect information, late approvals, late payment, design changes, variations, or circumstances outside our reasonable control.
If programme timing is critical, you must notify SpecSwap in writing before approving products or orders.
Prices may be based on supplier quotes, supplier catalogues, exchange rates, freight estimates, product availability, quantities, finishes, delivery locations and project assumptions.
Unless stated otherwise:
SpecSwap may revise pricing if scope, quantities, supplier pricing, delivery requirements, site conditions or assumptions change.
No product order will be placed unless:
Approval may be given by email, signed quote, purchase order, online acceptance, written instruction or another method accepted by SpecSwap.
Once an order is approved, cancellation or variation may not be possible, especially for custom, imported, made-to-order, clearance, special-order or supplier-restricted items.
Payment terms will be set out in the relevant Proposal, quote or invoice. This clause distinguishes two separate flows of money: (1) your product funds, paid directly to factories, suppliers and freight providers, and (2) SpecSwap's own fees, invoiced and paid to SpecSwap separately.
You pay the Landed Cost directly to the relevant factory, supplier or freight provider — generally in stages: a deposit on order confirmation, production checkpoint payments, and a final balance payable only once independent pre-shipment inspection has passed (or as otherwise set out in your Proposal or the relevant supplier's terms). SpecSwap does not collect, hold, forward or operate a trust account for your product funds at any stage, regardless of engagement type.
For Managed Procurement engagements, the Brokerage Fee is calculated as a percentage of Landed Cost (5% unless otherwise agreed in writing), subject to a minimum project fee of $4,500 plus GST. The Brokerage Fee is invoiced and paid to SpecSwap separately from the Landed Cost, and is payable regardless of how or when you pay the factory, supplier or freight provider.
Where you have paid for Package Validation and subsequently engage SpecSwap for Managed Procurement on the same project within the period described in clause 3.2, the Package Validation fee will be credited in full against the Brokerage Fee payable for that engagement. This credit does not apply where the engagements relate to different projects, or where the qualifying period has lapsed.
SpecSwap will provide an itemised breakdown of Landed Cost components on request before invoicing the Brokerage Fee.
Unless otherwise agreed in writing:
SpecSwap may suspend or withhold Services, deliveries, documents, warranties or handover packs while amounts owed to SpecSwap remain overdue, subject to applicable law.
Any change to scope, quantities, finishes, brands, delivery locations, programme requirements, installation requirements or documentation requirements may be treated as a variation.
SpecSwap may issue a revised quote or variation claim for additional work, supplier charges, freight costs, administration, coordination time, storage, re-delivery, cancellation charges or other costs arising from the variation.
Where SpecSwap coordinates delivery, delivery depends on supplier availability, freight providers, site access and project coordination.
You are responsible for ensuring:
Additional charges may apply for failed deliveries, waiting time, re-delivery, difficult access, after-hours delivery, storage, craneage, manual handling, stairs, remote delivery locations or changes to delivery timing.
You or your nominated site contact must inspect Products as soon as reasonably possible after delivery.
Any visible damage, missing items, incorrect items or delivery issues must be reported to SpecSwap in writing within 48 hours of delivery, with photos and relevant details.
Failure to report issues promptly may affect the ability to claim against suppliers, freight providers or insurers.
Do not install, use, dispose of packaging or move damaged goods unless instructed, as this may affect warranty, freight or supplier claims.
If Products arrive before the site is ready, or delivery is delayed due to client, builder, site or project circumstances, storage charges may apply.
Risk of damage, loss or additional costs may increase where goods are stored, moved, handled multiple times or delayed outside the original programme.
SpecSwap is not responsible for damage, loss or delay caused by storage arrangements outside our control.
SpecSwap may coordinate selected installation services where suitable.
Unless expressly agreed in writing, installation services are provided by third-party suppliers, installers or subcontractors, not directly by SpecSwap.
Installation may be subject to:
SpecSwap does not perform licensed trade work unless expressly agreed and legally permitted.
SpecSwap may assist with collecting and preparing warranties, manuals, care instructions and O&M documentation.
Product warranties are generally provided by the relevant manufacturer, supplier or installer, not SpecSwap, unless expressly stated otherwise.
Warranty periods, exclusions and claim processes vary by product and supplier.
SpecSwap may assist with warranty claims where agreed, but is not responsible for manufacturer or supplier warranty decisions, delays or exclusions.
Nothing in these Terms limits rights you may have under the Australian Consumer Law.
Where included in the scope, SpecSwap may prepare digital or physical handover documentation.
Handover documents may include product schedules, supplier details, warranties, manuals, care instructions, O&M information and other relevant records.
Handover documentation is prepared based on information available from suppliers, manufacturers, consultants and project records. SpecSwap is not responsible for errors or omissions in third-party documents provided to us.
SpecSwap may provide renders, visualisations, moodboards, product placement views or images to assist decision-making.
These are indicative only and may not represent exact dimensions, finishes, colours, textures, lighting, scale, site conditions or final appearance.
You should not rely solely on renders or images when approving products. Physical samples, supplier specifications, dimensions and technical data should be reviewed where important.
Because SpecSwap's Services centre on sourcing products direct from factories and suppliers in China and other overseas markets, the following risks apply to most engagements, including:
SpecSwap will disclose relevant category-specific risks during the Opportunity Review or Package Validation process, but orders should only proceed after written approval and acceptance of the risks, pricing and lead times relevant to your project.
Returns, cancellations and refunds depend on the product, supplier terms, order status and applicable law.
Custom, made-to-order, imported, special-order, clearance, assembled, installed or used Products may not be cancellable or returnable unless required by law or accepted by the supplier.
SpecSwap will not make misleading “no refund” claims. Your rights under the Australian Consumer Law remain protected, including consumer guarantees that cannot be excluded.
Where a return is accepted, restocking fees, freight fees, handling fees, supplier fees or administration fees may apply, except where prohibited by law.
Nothing in these Terms excludes, restricts or modifies any rights, remedies, guarantees or warranties that cannot be excluded, restricted or modified under the Australian Consumer Law or other applicable law.
Where permitted by law, SpecSwap's liability for breach of any non-excludable guarantee is limited, at our option, to:
This limitation does not apply where it would be unlawful to apply it.
To the maximum extent permitted by law, SpecSwap is not liable for indirect, consequential, special or economic loss, including loss of profit, loss of opportunity, loss of contract, delay damages, liquidated damages, loss of goodwill, loss of data or project delay, except to the extent such liability cannot be excluded by law.
To the maximum extent permitted by law, SpecSwap's total liability arising out of or in connection with the Services is limited to the amount paid by you to SpecSwap for the relevant Service giving rise to the claim.
This clause does not exclude liability that cannot be excluded under the Australian Consumer Law or other applicable law.
You are responsible for:
SpecSwap is not responsible for issues caused by incomplete information, inaccurate quantities, late approvals, incorrect assumptions, site constraints, design changes, client changes or third-party decisions.
SpecSwap may rely on suppliers, manufacturers, freight providers, consultants, installers, subcontractors and software providers.
SpecSwap is not responsible for third-party acts, omissions, delays, warranties, product defects, misrepresentations or failures except to the extent required by law or expressly agreed in writing.
Where appropriate, SpecSwap may assist you to communicate with suppliers or resolve issues, but supplier warranties and obligations remain subject to supplier terms and applicable law.
All SpecSwap branding, website content, report formats, templates, processes, copy, layouts, graphics, documents and materials are owned by or licensed to SpecSwap.
You may use SpecSwap reports, quotes and documents for the relevant project only. You must not copy, reproduce, resell, adapt or use SpecSwap materials for competing business purposes without written permission.
You retain ownership of your Uploaded Documents.
You must not use our website to:
We may restrict or block access to our website where we consider it necessary.
SpecSwap handles personal information in accordance with our Privacy Policy.
By using our website or Services, you agree that we may collect, use, store and disclose information in accordance with our Privacy Policy.
During a project and for 12 months after completion, you must not knowingly solicit, engage or bypass SpecSwap to directly engage suppliers, consultants, installers, subcontractors or support providers introduced by SpecSwap for the same project, except with our written consent.
This clause does not prevent you from dealing with suppliers you already had a genuine prior relationship with.
SpecSwap is not liable for delay or failure to perform caused by events outside our reasonable control, including supplier delays, freight delays, customs delays, industrial action, natural disasters, pandemics, government restrictions, war, cyber incidents, power outages, material shortages, extreme weather or other force majeure events.
If a dispute arises, the parties must first attempt to resolve it in good faith by negotiation.
Either party may give written notice of the dispute, setting out the issue and desired outcome.
The parties should meet or communicate within 10 business days of the notice to try to resolve the dispute.
Nothing prevents either party from seeking urgent injunctive relief or taking action to recover unpaid amounts.
SpecSwap may suspend or terminate Services if:
If Services are terminated, you remain liable for work performed, Products ordered, supplier charges, cancellation fees, administration fees, delivery fees, storage fees and other costs incurred before termination.
SpecSwap may update these Terms from time to time.
The latest version will be published on our website with the effective date shown at the top.
The Terms in effect at the time you accept a Proposal or engage SpecSwap will apply to that engagement, unless otherwise agreed.
These Terms are governed by the laws of Victoria, Australia.
The parties submit to the non-exclusive jurisdiction of the courts of Victoria and the Commonwealth courts of Australia.
For questions about these Terms, contact:
SpecSwap
Email: hello@specswap.com.au
Website: www.specswap.com.au
