Terms and Conditions of Trade

Defined Terms

(a)Account means the Customer’s account registered with Blackchrome via:
(i)the “my account (online shop)” link on the Website for retail customers; and
(ii)the “trading account application” link on the Website for wholesale customers.
(b)Blackchrome means Indico Pty Ltd trading as “Blackchrome Sportswear”, its successors and assigns or any person acting on behalf of and with the authority of Blackchrome.
(c)Business Day means a day that is not a Saturday, Sunday or Public Holiday South Australia.
(d)CCA means the Competition and Consumer Act 2010 (Cth).
(e)Customer means the person or persons acting on behalf of and with the authority of the Customer (including, but not limited to, any group, association, club, or Incorporation) requesting Blackchrome to provide the Goods as specified in any proposal, quotation, order, invoice or other documentation, and:
(i)if there is more than one person, a reference to one person is a reference to each of them jointly and severally; and
(ii)if the person is a trustee of a trust, then the person shall be bound in its capacity as a trustee; and
(iii)includes the Customer’s executors, administrators, successors and permitted assigns.
(f)Default Interest means interest charged for late payments at the rate of two and a half percent (2.5%) per calendar month.
(g)Delivery means when the Goods passes from the possession of Blackchrome to the Customer.
(h)Goods means the goods and services that are available for sale and purchase on the Website by Blackchrome from time to time.
(i)GST has the meaning under A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(j)Force Majeure has the meaning set out under clause 19.
(k)Freight means a freight and or shipping service as determined by Blackchrome at its sole discretion from time to time.
(l)Non-Excluded Guarantees has the meaning set out under clause 10.2.
(m)Order means any order for Goods placed by the Customer by completing an order form and submitting it to Blackchrome via the Website, in person or otherwise.
(n)PPSR means the Personal Property Securities Register.
(o)Price means the price of the Goods, including the Deposit, pursuant to clause 4 of these Terms.
(p)Taxes means any duties or goods and services taxes applicable to the Goods (including but not limited to GST) at point of sale.
(q)Terms means these terms and conditions and trade.
(r)Trade Mark means any trademarks and any associated device or intellectual property in connection with the Goods.
(s)Website means blackchrome.com.au, blackchrome.cc, and dyosub.com (as the case may be), and any subordinate web pages under these websites.
(t)Website Terms and Conditions means the terms located at blackchrome.com.au/website-terms-of-use.


In these Terms, unless the contrary intention appears:

(u)headings are for ease of reference and do not affect the interpretation of these Terms;
(v)the singular includes the plural and vice versa;
(w)other grammatical forms of defined words have corresponding meanings;
(x)a reference to a clause is to a clause of these Terms;
(y)a reference to these Terms or any other document includes a reference to it as novated, altered or replaced;
(z)a reference to dollars ($) is a reference to Australian currency;
(aa)a reference to time means South Australian time;
(bb)words importing natural persons include partnerships, bodies corporate, associations, governments and governmental and local authorities and agencies;
(cc)an agreement, representation or warranty in favour of two (2) or more persons is in favour of them jointly and severally;
(dd)an agreement, representation or warranty made by two (2) or more persons binds them jointly and severally;
(ee)a provision of these Terms must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of the Terms or the inclusion of the provision in the Terms; and
(ff)where the consent or approval of a party to these Terms is required hereunder to any act matter or thing such requirement shall in the absence of any express stipulation to the contrary mean the prior written consent or approval in the absolute discretion of such party.

The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these Terms if the Customer places an Order for or accepts a Delivery of the Goods.

The Terms are subject to change at any time. If the Terms are amended they will be effective immediately and shall prevail to the extent of any inconsistency with any other document or agreement between the Customer and Blackchrome.

These Terms are meant to be read in conjunction with the Website Terms and Conditions posted on the Website. If there are any inconsistencies between the two (2) documents then the Terms shall prevail.

When placing an order, as required, electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 10 of the Electronic Transactions Act 2000 (Cth) or any other applicable provisions of that Act or any Regulations referred to in that Act.

The Customer acknowledges and agrees that the supply of Goods for accepted Orders may be subject to:

(a)availability and if, for any reason, Goods are not or cease to be available, Blackchrome reserves the right to vary the Price with alternative Goods, subject to prior confirmation and agreement by the Customer. Blackchrome also reserves the right to halt the sale of Goods to the Customer until such time as Blackchrome and the Customer agree to such changes. Blackchrome shall not be liable to the Customer for any loss or damage the Customer suffers due to Blackchrome exercising its rights under this clause;
(b)payment of the Price and any other costs including but not limited to Freight, Taxes and duties.

At Blackchrome’s sole discretion the Price shall be either:

(a)as indicated on any invoice provided by Blackchrome to the Customer; or
(b)the Price as at the date of Delivery of the Goods according to Blackchrome’s current price list; or
(c)Blackchrome’s quoted price (subject to clause 5.1) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.

Blackchrome reserves the right to change the Price if a variation to Blackchrome’s quotation is requested. Any variation from the plan of scheduled designs, quantities or specifications (including, but not limited to, for overseas transactions that may increase as a consequence of variations in foreign currency rates of exchange and/or international freight and insurance charges, availability of stock or as a result of increases to Blackchrome in the cost of materials and labour) will be charged for on the basis of Blackchrome’s quotation and will be shown as variations on the invoice. The Customer shall be required to respond to any variation submitted by Blackchrome within ten (10) working days. Failure to do so will entitle Blackchrome to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.

At Blackchrome’s sole discretion a non-refundable deposit may be required.

The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to The Customer by Blackchrome nor to withhold payment of any invoice because part of that invoice is in dispute.

Unless otherwise stated the Price does not include GST. In addition to the Price the Customer must pay to Blackchrome an amount equal to any GST Blackchrome must pay for any supply by Blackchrome under this or any other agreement for the sale of the Goods. The Customer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pay the Price. In addition the Customer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.


4.1 The Deposit must be paid contemporaneously with placement of an Order unless otherwise agreed in writing.

4.2 The Customer acknowledges and agrees that:

(a)unless and until the Deposit is paid, Blackchrome will not commence any works with regard to the Order and will indemnify Blackchrome and not hold Blackchrome responsible for any loss incurred (whether direct or indirect) by the Customer as a direct result of delay in payment of the Deposit;
(b)the Deposit is non-refundable unless Blackchrome agrees, at its sole discretion, to return the Deposit.
5payment terms

Time for payment for the Goods being of the essence, the Price and any other costs including but not limited to Freight, Taxes and duties, will be payable by the Customer on the date/s determined by Blackchrome, which may be:

(a)on Delivery of the Goods;
(b)before Delivery of the Goods;
(c)by way of instalments/progress payments in accordance with Blackchrome’s payment schedule;
(d)thirty (30) days following the end of the month in which a statement is delivered to the Customer’s address or address for notices;
(e)the date specified on any invoice or other form as being the date for payment; or
(f)failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by Blackchrome.

Payment may be made by cash, cheque, bank cheque, electronic/online banking, eftpos, credit card (a surcharge may apply per transaction), or by any other method as agreed to between the Customer and Blackchrome.

The Customer acknowledges that the supply of Goods on credit shall not take effect until the Customer has completed a credit application with Blackchrome and it has been approved with a credit limit established for the Account.

In the event that the supply of Goods request exceeds the Customer’s credit limit and/or the Account exceeds the payment terms, Blackchrome reserves the right to refuse Delivery of goods.

If the Customer fails to comply with the Terms of this clause 5, then the default provisions set out at clause 8 shall apply.

6freight and order dispatch

The Customer is liable for any and all Freight cost and which costs will be displayed on the tax invoice.

Blackchrome will use reasonable endeavours to meet the requirements of the Customer’s requested Delivery date.

The Customer acknowledges and agrees that Blackchrome will not be liable for any losses the Customer suffers as a result of a delay or failure to deliver the Goods.

Orders will only be shipped once payment and Delivery details have been approved by Blackchrome at their sole discretion.

Estimated Delivery dates are approximate and for guidance only.

Blackchrome shall use reasonable endeavours to get an Order dispatched to the Customer as soon as practicable.

Time for Delivery of the Goods is not of the essence.

7discontinuation of goods

Blackchrome reserves the right to cancel or discontinue the production of any of the Goods in its range. If this occurs, any payment received for the cancelled and or discontinued Goods will be refunded in full.

8Default and Consequences of Default

If the Customer defaults on payment for Goods, then Default Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment.

If the Customer owes Blackchrome any money the Customer shall indemnify Blackchrome from and against all costs and disbursements incurred by Blackchrome in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor/client basis, Default Interest, and bank dishonour fees).

Further to any other rights or remedies Blackchrome may have under these Terms, if a Customer has made payment to Blackchrome, and the transaction is subsequently reversed, the Customer shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by Blackchrome under this clause 8 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Customer’s obligations under these Terms.

Without prejudice to Blackchrome’s other remedies at law, Blackchrome shall be entitled to cancel or suspend all or any part of any Order of the Customer which remains unfulfilled and all amounts owing to Blackchrome shall, whether or not due for payment, become immediately payable if:

(a)if at any time the Customer is in breach of any obligation (including those relating to payment) under these Terms and the breach is not remedied without seven (7) days;
(b)any money payable to Blackchrome becomes overdue, or in Blackchrome’s opinion the Customer will be unable to make a payment when it falls due;
(c)the Customer has exceeded any applicable credit limit provided by Blackchrome;
(d)the Customer becomes insolvent, convenes a meeting with its creditors, or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(e)a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

Blackchrome will not be liable to the Customer for any loss or damage the Customer suffers because Blackchrome has exercised its rights under this clause 8.

9Cancellation of orders by customer

Without prejudice to any other remedies Blackchrome may have:

(a)in the event that the Customer cancels Delivery of Goods the Customer shall be liable for any and all loss incurred (whether direct or indirect) by Blackchrome as a direct result of the cancellation (including, but not limited to, any loss of profits); and
(b)cancellation of orders for Goods made to the Customer’s specifications, or for non-stocklist items, or on a pre-order basis, will not be accepted once production has commenced, or an order has been placed.
10Defects, Warranties and Returns, Competition and Consumer Act 2010 (“CCA”)

The Customer must inspect the Goods on Delivery and must within seven (7) days of Delivery notify Blackchrome in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Customer must notify Blackchrome of any other alleged defect in the Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification the Customer must allow Blackchrome to inspect the Goods.

Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these Terms (Non-Excluded Guarantees).

Blackchrome acknowledges that nothing in these Terms purports to modify or exclude the Non-Excluded Guarantees.

Except as expressly set out in these Terms or in respect of the Non-Excluded Guarantees, Blackchrome makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Goods. Blackchrome’s liability in respect of these warranties is limited to the fullest extent permitted by law.

If the Customer is a consumer within the meaning of the CCA, Blackchrome’s liability is limited to the extent permitted by section 64A of Schedule 2 of the CCA.

If Blackchrome is required to replace the Goods under this clause or the CCA, but is unable to do so, Blackchrome may refund any money the Customer has paid for the Goods.

If the Customer is not a consumer within the meaning of the CCA, Blackchrome’s liability for any defect or damage in the Goods is:

(a)limited to the value of any express warranty or warranty card provided to the Customer by Blackchrome in Blackchrome’s sole discretion;
(b)limited to any warranty to which Blackchrome is entitled, if Blackchrome did not manufacture the Goods;
(c)otherwise negated absolutely.

Subject to this clause 10, returns will only be accepted provided that:

(d)the Customer has complied with the provisions of clause 10.1; and
(e)Blackchrome has agreed that the Goods are defective; and
(f)the Goods are returned within a reasonable time at the Customer’s cost (if that cost is not significant); and
(g)the Goods are returned in as close a condition to that in which they were delivered as is possible.

Notwithstanding clauses 10.1 to 10.8 but subject to the CCA, Blackchrome shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:

(h)the Customer failing to properly maintain or store any Goods;
(i)the Customer using the Goods for any purpose other than that for which they were designed;
(j)the Customer continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably prudent operator or user;
(k)the Customer failing to follow any instructions or guidelines provided by Blackchrome;
(l)fair wear and tear, any accident, or act of God.

Blackchrome may in its absolute discretion accept non-defective Goods for return in which case Blackchrome may require the Customer to pay handling fees of up to fifteen percent (15%) of the value of the returned Goods plus any Freight costs.

Notwithstanding anything contained in this clause 10, if Blackchrome is required by a law to accept a return then Blackchrome will only accept a return on the conditions imposed by that law.

11WholesaleR customers

Wholesaler obligations

If the Customer is a wholesaler, the Customer must, at all times:

(a)trade under the Customer’s own business name;
(b)actively sell, promote and develop the market for the sale of the Goods;
(c)act in the best interests of Blackchrome with respect to the sale of the Goods; and
(d)only sell Goods the Customer has on hand.

Wholesaler Customer Returns

(e)If a customer of the Customer makes a complaint about the Goods they purchased from the Customer, the Customer must request a picture of the fault and then the Customer must email that picture along with a copy of the proof or purchase to Blackchrome.
(f)Any customer complaints must be made within fourteen (14) days of purchase.
(g)Pursuant to the Terms, Blackchrome shall assess the fault within two (2) Business Days of receipt of email referred to in clause (a) above.
12authorised representative

The Customer agrees to nominate one (1) authorised representative to liaise directly with Blackchrome, and that once introduced as such to Blackchrome, that person shall have the full authority to deal with Blackchrome including but not limited to submit Orders, and/or to request any variation thereto on the Customer’s behalf.

The Customer acknowledges and agrees that they will be solely liable to Blackchrome for all additional costs incurred by Blackchrome (including Blackchrome’s profit margin) in providing any Goods or variation/s requested thereto by the Customer’s duly authorised representative.

13Title of goods

The Customer acknowledges and agrees that ownership of the Goods shall not pass until:

(a)The Customer has paid Blackchrome all amounts owing to Blackchrome; and
(b)The Customer has met all of the Customer’s other obligations to Blackchrome.

Receipt by Blackchrome of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.

It is further acknowledged and agreed that:

(c)until ownership of the Goods passes to the Customer in accordance with clause 13.1 that the Customer is only a bailee of the Goods and must return the Goods to Blackchrome on request.
(d)The Customer holds the benefit of any insurance of the Goods on trust for Blackchrome and must pay to Blackchrome the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
(e)The Customer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Customer sells, disposes or parts with possession of the Goods then the Customer must hold the proceeds of any such act on trust for Blackchrome and must pay or deliver the proceeds to Blackchrome on demand.

The Customer should not convert or process the Goods or intermix them with other goods but if the Customer does so then the Customer holds the resulting product on trust for the benefit of Blackchrome and must sell, dispose of or return the resulting product to Blackchrome as it so directs.

The Customer irrevocably authorises Blackchrome to enter any premises where Blackchrome believes the Goods are kept and recover possession of the Goods.

Blackchrome may recover possession of any Goods in transit whether or not Delivery has occurred.

The Customer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of Blackchrome.

Blackchrome may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.

14Personal Property Securities Act 2009 (“PPSA”)

In this clause, financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.

Upon assenting to these terms and conditions pursuant to these Terms the Customer acknowledges and agrees that these Terms constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods that have previously been supplied and that will be supplied in the future by Blackchrome to the Customer.

The Customer undertakes to:

(a)promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Blackchrome may reasonably require to:
(i)register a financing statement or financing change statement in relation to a security interest on the PPSR;
(ii)register any other document required to be registered by the PPSA; or
(iii)correct a defect in a statement referred to in clause 14(a)(i) or 14.3(a)(ii);
(b)indemnify, and upon demand reimburse, Blackchrome for all expenses incurred in registering a financing statement or financing change statement on the PPSR established by the PPSA or releasing any Goods charged thereby;
(c)not register a financing change statement in respect of a security interest without the prior written consent of Blackchrome;
(d)not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in favour of a third party without the prior written consent of Blackchrome;
(e)immediately advise Blackchrome of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.

The Customer acknowledges and agrees that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these Terms.

The Customer waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.

The Customer waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.

Unless otherwise agreed to in writing by Blackchrome, the Customer waives their right to receive a verification statement in accordance with section 157 of the PPSA.

The Customer must unconditionally ratify any actions taken by Blackchrome pursuant to this clause 14.

Subject to any express provisions to the contrary (including those contained in this clause 14) nothing in these Terms is intended to have the effect of contracting out of any of the provisions the PPSA.

15Security and charge

In consideration of Blackchrome agreeing to supply the Goods, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer either now or in the future, to secure the performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money).

The Customer indemnifies Blackchrome from and against all Blackchrome’s costs and disbursements including legal costs on a solicitor/client basis incurred in exercising Blackchrome’s rights under this clause.

The Customer irrevocably appoints Blackchrome and each director of Blackchrome as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 15 including, but not limited to, signing any document on the Customer’s behalf.

16copyright, intellectual property and Trade MArk

All marks and images and product copy of the Goods are subject to copyright and are the property of Blackchrome.

The Customer is prohibited from trading or registering a business name, trade mark, or creating a website or social media site using or incorporating in any way shape or form the Trade Mark.

The Customer is prohibited from using the Trade Mark for Google AdWords (or similar platform) as a paid advertisement.

Blackchrome reserves the right in its sole discretion to vary from time to time any Trade Mark, or permitted use of any or all of the Trade Mark, or to withdraw at any time any consent given to the Customer under this Agreement.

If the Customer is a wholesaler, then, that Customer may use any of the images on the Website for the sole purpose of promoting the Goods.

17Goods design and modification

Goods must not be modified in any way for resale or distribution without the express written consent of Blackchrome. For proper care of the Goods, please see the care instructions attached to the Goods.


Risk of damage to or loss of the Goods passes to the Customer on Delivery and the Customer must insure the Goods on or before Delivery.

If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Customer, Blackchrome is entitled to receive all insurance proceeds payable for the Goods. The production of these Terms by Blackchrome is sufficient evidence of Blackchrome’s rights to receive the insurance proceeds without the need for any person dealing with Blackchrome to make further enquiries.

If the Customer requests Blackchrome to leave Goods outside Blackchrome’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Customer’s sole risk.

In the event that the Customer provides Blackchrome with any information and/or measurements relating to the supply of the Goods, Blackchrome shall be entitled to rely on the accuracy of any such information provided by the Customer. The Customer acknowledges and agrees that in the event that any of this information provided by the Customer is inaccurate, Blackchrome accepts no responsibility for any loss, damages, or costs however resulting from the supply of inaccurate measurements or other information.

The Customer acknowledges that variations of colour and shade are inherent in fabric dye lots. While every effort will be taken by Blackchrome to match colour and shade of the Goods, Blackchrome shall not be liable for any loss, damage or costs, howsoever arising resulting from any variation in colour and shading between batches of the Goods or sale samples and the final Goods supplied.

19force majeure

Obligations Suspended

An obligation under these Terms shall be suspended to the extent and for so long as the performance of that obligation is prevented or delayed by an event or circumstance which:

(a)prevents a party from complying with any of its obligations under these Terms; and
(b)which that party did not cause, and is unable to control, influence, prevent or avoid through prudent management processes, policies, precautions or other reasonable steps,

(‘Force Majeure’).


The party whose obligation is suspended under clause 19.1 must:

(c)notify the other parties as soon as it becomes aware of the effect of the Force Majeure upon its obligations;
(d)use its best endeavours to work around or overcome the effect of the Force Majeure;
(e)keep the other parties informed of any changes in the Force Majeure and of the measures taken to comply with this clause; and
(f)recommence performance of its obligations as soon as possible without delay.


The rights and obligations of the Customer are personal and cannot be assigned, charged or otherwise dealt with, without Blackchrome prior written consent and which consent may be given at its sole discretion.

Entire agreement

These Terms record the entire agreement between the parties as to its subject matter. Any prior negotiations, agreements, arrangements, representations and understandings related to the subject matter of this Agreement are superseded by these Terms.

Governing law and Jurisdiction

(a)These Terms are governed by the laws of South Australia and the Commonwealth of Australia.
(b)The parties submit to the jurisdiction of the Courts of South Australia and the Commonwealth of Australia. Any proceeding brought in the Federal Court of Australia must be instituted in its South Australia District Registry.

No merger

The rights and obligations of the parties will not merge on completion of any transaction under the Terms or upon the execution of any other agreement or other document in connection with the subject matter of the Terms.

Preservation of rights

All rights under the Terms are in addition to and do not abrogate, limit or reduce any other rights that party may have.


Unless otherwise specified, nothing in the Terms creates a relationship of principal and agent, employer and employee, partnership or joint venture between the parties.


Any provision of the Terms that are invalid, unenforceable or illegal must be read down to the extent necessary to avoid that effect. If that is not possible, that provision must be excluded from the Terms but only to the extent necessary to avoid that effect. All other provisions of the Terms continue to be valid and enforceable.


A right or obligation under the Terms cannot be waived except by a document executed by the party waiving that right or obligation and specifying the waiver.


Unit 2 / 171 Grange Road, Beverley
South Australia 5009

Phone: (08) 8244 5500

Office Hours:
Mon – Fri 9:00am – 5:00pm (ACST)


We know sport. We’re renowned for our quality custom teamwear, our reliability and our service. We make ordering easy, we deliver on time, and we make sure everyone wearing Blackchrome feels like a pro.

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