Terms and Conditions of Sale

1.1 In these Terms: “ACL” means the Australian Consumer Law, being Schedule 2 to the Competition and Consumer Act 2010 (Cth). “Business Day” means a day that is not a Saturday, Sunday or public holiday in Sydney, New South Wales. “Confirmed Order” means an Order that has been accepted by us in accordance with clause 3. “Customer”, “you” means the person, firm or entity that places an Order, and includes its successors, permitted assigns and any person purporting to act with its authority. “Deposit” means the first instalment of the Price payable under clause 6. “Goods” means the products supplied or to be supplied by us to you, including where made, finished, sized or configured to your specification. “GST” has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth). “Incoterms” means Incoterms® 2020 published by the International Chamber of Commerce. “Order” means a request from you for the supply of Goods, whether by purchase order, email, signed quotation acceptance or payment of a Deposit. “PPSA” means the Personal Property Securities Act 2009 (Cth). “Price” means the price for the Goods as set out in our quotation or Order Confirmation, as adjusted under these Terms. “Terms” means these terms and conditions of sale, as amended from time to time in accordance with clause 33. “we”, “us”, “our” means the entity named at the head of these Terms.

1.2 Headings are for convenience only and do not affect interpretation. The singular includes the plural. A reference to a statute includes that statute as amended or replaced. “Including” and similar words are not words of limitation. A reference to “$” is to Australian dollars unless expressly stated otherwise.

1.3 No rule of construction applies to the disadvantage of a party because that party was responsible for preparing these Terms.

2.1 These Terms apply to every quotation, Order, Confirmed Order and supply of Goods by us, and form the entire contract between us and you in respect of each supply.

2.2 These Terms prevail over any terms contained in or referred to by your purchase order, standard conditions of purchase, head contract, subcontract, portal, or any other document issued by you, whenever issued and whether or not those terms purport to override these Terms. Any such terms are expressly rejected and have no effect unless we have expressly agreed to them in a document signed by our authorised officer that identifies the specific clause being varied.

2.3 Our commencement of work, acceptance of a Deposit, or delivery of Goods is not, and must not be construed as, acceptance of your terms.

2.4 A variation to these Terms is only effective if in writing and signed by our authorised officer.

2.5 These Terms may be amended by us from time to time. The Terms that apply to a supply are those published on our website at the date the relevant Order Confirmation is issued. Amendments do not affect a Confirmed Order already in existence.

3.1 A quotation is an invitation to treat and is not an offer capable of acceptance.

3.2 Unless expressly stated otherwise, a quotation is valid for fourteen (14) days from its date and lapses automatically after that period.

3.3 A quotation is at all times subject to: (a) confirmation of stock, capacity and production slot by the manufacturer; (b) the assumptions, exclusions, currency rate and freight basis stated on its face; and (c) our credit assessment of you.

3.4 A binding contract is formed only when we issue a written Order Confirmation. Placement of an Order, payment of a Deposit, or issue of a purchase order does not itself form a contract.

3.5 Once an Order Confirmation is issued, the Order is firm and non-cancellable except in accordance with clause 26.

3.6 You warrant that any person placing an Order on your behalf is authorised to bind you, and you indemnify us against any loss arising from a lack of authority.

4.1 The Price is stated exclusive of GST unless expressly marked “inc. GST”.

4.2 Unless the quotation states otherwise, the Price excludes: installation; unloading, craneage, hoisting or site handling; site measure or verification; removal of packaging, pallets or waste; storage; delivery outside the stated delivery point; after-hours or restricted-access delivery; and any statutory or council charge.

4.3 The Price is based on the quantities, specifications, finishes and drawings stated in the quotation. Any change requested by you is a variation under clause 26.

5.1 Quotations are prepared on the basis of the AUD/CNY exchange rate, freight rate, duty rate and surcharge regime stated on the face of the quotation (together, the “Cost Assumptions”).

5.2 If, between the date of the Order Confirmation and the date the Goods are loaded on board, the actual AUD/CNY exchange rate applicable to our payment to the manufacturer moves adversely to us by more than three percent (3%) against the rate stated in the Cost Assumptions, we may adjust the Price by the amount of that adverse movement in excess of 3%. We must notify you in writing of any adjustment, with supporting evidence of the applicable rate, within five (5) Business Days of the loading date.

5.3 If, after the date of the Order Confirmation, there is an increase in ocean freight, bunker adjustment factor, peak season surcharge, congestion, war risk or emergency surcharge, port or terminal charge, customs duty, anti-dumping duty, tariff, biosecurity fee or other government impost applicable to the Goods, we may pass through the actual documented increase only, supported by carrier or customs documentation on request.

5.4 If a Price adjustment under clauses 5.2 or 5.3 exceeds five percent (5%) of the Price, you may cancel the affected Order by written notice within five (5) Business Days of our notice, provided that: (a) the Goods have not yet entered production; and (b) you pay us any manufacturer deposit, tooling, sampling or cancellation charge actually incurred and non-recoverable by us.

5.5 We will not apply an adjustment under clause 5.2 or 5.3 more than once in respect of the same cost movement, and we will pass through a favourable movement of the same magnitude if it arises on the same basis.

6.1 Unless we have agreed a written credit facility with you, the Price is payable as follows: (a) Deposit — fifty percent (50%) of the Price, payable in cleared funds within five (5) Business Days of the date of the Order Confirmation. Production will not be scheduled, and no production slot is held, until the Deposit is received in cleared funds. (b) Balance — fifty percent (50%) of the Price, plus any adjustment under clause 5 and any charge under clause 18, payable in cleared funds on or before the date we notify you as the release date, being not earlier than the date of arrival of the vessel at the discharge port.

6.2 We are not obliged to release, deliver, transfer possession of, or endorse or release any document of title in respect of, the Goods until the Balance and all other money owing by you to us on any account has been received in cleared funds. Release of the Goods against unpaid funds, if ever given, is a concession only and does not vary this clause.

6.3 Payment is made only when cleared funds are received in our nominated account. Payment by cheque, credit card authorisation, or notification of transfer is not payment.

6.4 Time is of the essence in relation to payment.

6.5 You must pay all amounts in full without set-off, counterclaim, deduction, retention, withholding or reduction on any account, including any claim you may have against us and including any retention, security or back-charge under any head contract or subcontract to which we are not a party.

6.6 Payments received are applied first to enforcement and recovery costs, then to interest, then to the oldest outstanding invoice, regardless of any allocation you purport to make.

6.7 Where a supply is made in more than one shipment or release, each shipment or release may be invoiced separately and each invoice is payable on its own terms.

7.1 If GST is payable on a supply made under these Terms, you must pay us, in addition to the Price, an amount equal to the GST payable on that supply, at the same time and in the same manner as the Price.

7.2 We will issue a tax invoice compliant with the GST Act. Where a Deposit is taken, we will issue a tax invoice at the time attribution arises.

7.3 If an adjustment event occurs, we will issue an adjustment note and an appropriate adjustment will be made between the parties.

8.1 If any amount is not paid by its due date, we may (without limiting any other right): (a) charge interest on the overdue amount from the due date until payment in full at the Reserve Bank of Australia cash rate target plus 8% per annum, calculated daily and compounding monthly; (b) suspend all further supply to you, including under other Confirmed Orders, and suspend production; (c) withhold release of any Goods in our possession or the possession of our agents, carriers or warehouse; (d) place a stop on the Goods in transit; (e) require payment in full in advance as a condition of further supply; and (f) terminate any Confirmed Order under clause 27.

8.2 You must pay all costs and expenses we reasonably incur in recovering or attempting to recover any overdue amount, or in enforcing these Terms, including debt collection agency commission, mercantile agent fees, PPSA enforcement costs, and legal costs assessed on a solicitor and own client basis.

8.3 The rate in clause 8.1(a) is a genuine pre-estimate of our cost of funds and administrative cost of an unpaid account, and is not a penalty.

8.4 We may report a default to a credit reporting body in accordance with the Privacy Act 1988 (Cth) and Part IIIA of that Act.

9.1 Legal and equitable title in the Goods does not pass to you until we have received payment in full, in cleared funds, of the Price and all other money owing by you to us on any account.

9.2 Until title passes: (a) you hold the Goods as bailee and fiduciary agent for us; (b) you must store the Goods separately, in a manner that identifies them as our property and enables them to be readily identified and separated from other goods, and must not remove, deface or obscure any identifying mark; (c) you must keep the Goods insured against loss and damage for their full replacement value and hold the proceeds of any insurance claim on trust for us; (d) you must not sell, encumber, charge or grant any security interest in the Goods; and (e) you must not permit the Goods to be seized or become subject to a lien.

9.3 You may, in the ordinary course of your business and as our fiduciary agent, deal with or install the Goods, provided that you hold the proceeds of any such dealing in a separate account on trust for us to the extent of the amount owing to us, and account to us for those proceeds on demand.

9.4 Until title passes, we may, without notice and without liability, enter any premises where the Goods are or are reasonably believed to be, and take possession of and remove the Goods. You irrevocably grant us and our agents licence to enter those premises for that purpose, and you must procure the consent of any occupier. We are not liable for any damage reasonably caused in the course of removal.

9.5 If the Goods are attached to, incorporated in or become part of other goods or land, the parties intend that our security interest continues in the Goods and in the product or mass to the maximum extent permitted by law.

9.6 Risk in the Goods passes in accordance with clause 18 notwithstanding that title has not passed.

10.1 You acknowledge that these Terms constitute a security agreement for the purposes of the PPSA and create a security interest in favour of us in all Goods previously supplied and to be supplied by us to you, and in the proceeds of those Goods. Where the Goods are supplied on retention of title, the security interest is a purchase money security interest (PMSI).

10.2 You must: (a) do anything we reasonably require to enable us to register a financing statement or financing change statement, to perfect and maintain the perfection of our security interest, and to ensure our security interest has priority; (b) provide us with any information we require to complete a registration, including your full legal name, ABN, ACN or ARBN; (c) notify us in writing at least fourteen (14) days before any change to your name, ABN, ACN, ARBN, structure or trustee capacity; and (d) not register, or permit to be registered, a financing statement in respect of the Goods in favour of any third party without our prior written consent.

10.3 To the maximum extent permitted by law, you: (a) waive your right to receive a verification statement under section 157 of the PPSA; (b) contract out of sections 95, 118, 121(4), 125, 130, 132(3)(d), 132(4), 135, 142 and 143 of the PPSA, to the extent permitted by section 115; and (c) agree that sections 142 and 143 do not apply to the security agreement created by these Terms.

10.4 You must not disclose information of the kind described in section 275(1) of the PPSA except as required by section 275(7). This clause constitutes a confidentiality agreement for the purposes of section 275(6)(a).

10.5 You must pay all costs of registering, maintaining, amending, releasing and enforcing our security interest.

11.1 Any credit facility is granted at our absolute discretion, is not a right, and may be varied, suspended or withdrawn at any time by written notice, without cause.

11.2 We may require, as a condition of supply: (a) a completed and signed Credit Application; (b) an unconditional and unlimited Deed of Personal Guarantee and Indemnity from each director or principal of the Customer; (c) a bank guarantee, letter of credit, or additional deposit; and (d) satisfactory credit and trade references.

11.3 You warrant that all information provided in a Credit Application is true and complete, and that you are solvent and able to pay your debts as and when they fall due. This warranty is repeated on the placement of each Order.

11.4 If you are or become a trustee of a trust, you contract both personally and in your capacity as trustee, and you warrant that you have the power to enter into these Terms and a right of indemnity out of the trust assets.

12.1 The Goods are manufactured to the specification, drawings, finish schedule, measurements and quantities contained in the Order Confirmation and the approved shop drawings.

12.2 You are solely responsible for the accuracy of all measurements, dimensions, quantities, site conditions, specifications and selections you provide to us. We do not undertake a site measure or verify site conditions unless expressly stated in the quotation and separately charged.

12.3 Where shop drawings, cutting lists, colour selections, samples or pre-production photographs are provided for approval: (a) you must approve or comment in writing within five (5) Business Days; (b) your written approval is final and constitutes acceptance of the specification, and the Goods will be manufactured accordingly; (c) failure to respond within the approval period entitles us to extend the lead time by the period of delay, or to proceed on the last-issued drawing at your risk, at our election; and (d) any change requested after approval is a variation under clause 26 and will be repriced and rescheduled.

12.4 Where we prepare drawings, take-offs, schedules or specifications for you, we do so as an aid only and not as a design service. We are not the designer, engineer, certifier, architect or building designer for the project, and we do not warrant that the Goods are fit for any structural, engineering or design purpose. You must have all drawings and quantities independently verified by your own designer, engineer or builder before approval.

13.1 Samples, showroom displays, catalogues, photographs, renderings, digital images and website images are indicative only. They do not form part of the contractual description of the Goods and are not sale by sample.

13.2 You acknowledge and accept that: (a) timber, stone, tile, veneer, laminate and painted or lacquered finishes vary naturally in colour, grain, figure, shade, veining, texture and finish between samples, batches, production runs and individual pieces; (b) shade, calibration and batch variation is inherent in tile and flooring manufacture, and matching across separate orders or later re-orders cannot be guaranteed; (c) colours displayed on a screen or in print will not match the physical product exactly; and (d) variation of the kind described in this clause is not a defect, and is not a ground for rejection, return, price reduction or claim.

13.3 Goods are supplied within normal manufacturing tolerances. Unless a tighter tolerance is expressly stated in the Order Confirmation, the applicable tolerance is that of the manufacturer or the relevant Australian Standard, whichever is broader.

13.4 You must order sufficient quantity, including appropriate wastage allowance, in a single order where colour or batch consistency matters. We are not liable for any inability to match a subsequent order.

13.5 Timber and timber-based flooring must be acclimatised, stored and installed strictly in accordance with the manufacturer’s instructions and AS 1684 / AS/NZS 1080 requirements where applicable. Failure to acclimatise voids all warranty in respect of movement, cupping, gapping or delamination.

14.1 Where the Order Confirmation expressly states that Goods are supplied with a specified certification, mark or test evidence — for example WaterMark, Regulatory Compliance Mark (RCM), AS 2047, AS 1288, AS/NZS 2208, AS/NZS 4666, formaldehyde emission class, or slip resistance classification — we warrant that we will supply that certification or evidence with the Goods.

14.2 Except as expressly stated in the Order Confirmation, no representation is made that the Goods hold any particular certification, or are suitable for any particular application, exposure, wind classification, bushfire attack level, fire rating, acoustic rating or building class.

14.3 You are responsible for: (a) determining the compliance requirements applicable to the project, including under the National Construction Code, the relevant development consent or CDC, and any Australian Standard; (b) confirming, before placing an Order, that the specified Goods meet those requirements; (c) all installation, and for compliance of the installed work, including compliance of any glazing, waterproofing, electrical, plumbing, structural or fire-related aspect of the installation; and (d) obtaining all certificates of compliance, occupation certificates and approvals for the project.

14.4 We are not the builder, installer, certifier or principal contractor and accept no responsibility for the design or compliance of the works into which the Goods are incorporated.

14.5 We reserve the right to decline or withdraw from supply of any product that we determine, at our discretion, cannot lawfully be imported into or supplied in Australia, including engineered stone benchtops, panels and slabs (prohibited from 1 January 2025), non-compliant timber, or goods that fail illegal logging due diligence. Where we withdraw a product under this clause, we will refund amounts paid for that product, and neither party has any further claim in respect of it.

15.1 You must: (a) provide accurate information and prompt approvals under clause 12; (b) ensure the delivery site is ready, accessible to a semi-trailer, B-double or container side-loader as applicable, and has adequate hardstand, access and unloading capability; (c) provide, at your cost, all labour, forklift, crane, hoist and equipment necessary to unload the Goods; (d) have an authorised person present at the delivery site to receive and sign for the Goods; and (e) inspect the Goods in accordance with clause 20.

15.2 If delivery cannot be completed because of a matter within your control, clause 19 applies.

16.1 The delivery term is as stated in the Order Confirmation. Unless otherwise stated, Goods are supplied DAP (Delivered at Place), Incoterms® 2020, to the nominated delivery address, unloading excluded.

16.2 Where we act as importer of record, we are responsible for import clearance, import duty and import GST, and you are responsible for unloading, site handling and any charge arising after arrival at the delivery point.

16.3 We may deliver the Goods in instalments. Each instalment is a separate contract, and a defect or delay in one instalment does not entitle you to reject any other instalment or to terminate the balance of the Order.

16.4 We may substitute the carrier, vessel, routing, port of loading or port of discharge at our discretion.

16.5 A delivery docket, packing list, weighbridge ticket or carrier’s proof of delivery signed by any person at the delivery address is conclusive evidence of delivery.

17.1 All lead times, production dates, sailing dates, ETDs, ETAs and delivery dates are estimates only, given in good faith on information available at the time, and are not contractual commitments. Time is not of the essence in respect of delivery.

17.2 We will use reasonable endeavours to meet estimated dates and will keep you informed of material changes.

17.3 We are not liable for any loss, cost, damage, expense or liability arising from late delivery, including liquidated damages, delay costs, extension of time costs, standing time, trade rescheduling, storage, loss of profit, or any claim made against you under a head contract or subcontract.

17.4 Late delivery does not entitle you to reject the Goods, cancel the Order, withhold or reduce payment, or claim set-off.

17.5 If delivery is delayed by more than ninety (90) days beyond the estimated delivery date stated in the Order Confirmation for a reason other than a Force Majeure Event or a cause attributable to you, you may cancel the undelivered portion of the Order by written notice, and we will refund amounts paid for that undelivered portion. That refund is your sole and exclusive remedy for late delivery.

18.1 The Goods are subject to Australian Border Force clearance and to Department of Agriculture, Fisheries and Forestry biosecurity control, including under the Biosecurity Act 2015 (Cth) and the Illegal Logging Prohibition Act 2012 (Cth).

18.2 You acknowledge that the Goods may be subject to: documentary assessment, tailgate or full container inspection, seal integrity checks, ISPM 15 packaging verification, treatment, fumigation, re-export or destruction, at the direction of a government agency.

18.3 We are not liable for any delay, cost or loss arising from customs or biosecurity intervention. Where such intervention results in additional cost — including inspection fees, treatment or fumigation, container detention, demurrage, storage, transport to and from a quarantine approved premises, or re-export — that cost is payable by you on demand, supported by the relevant agency or service provider invoice, except to the extent the intervention was caused by our failure to provide accurate documentation within our control.

19.1 Risk in the Goods passes to you on the earlier of: (a) delivery to the nominated delivery address; (b) collection by you or your carrier; or (c) the time delivery would have occurred but for your act or omission.

19.2 We arrange marine cargo insurance to the port of discharge where we are importer of record. Insurance beyond that point is your responsibility unless expressly stated. Marine insurance is subject to the terms, deductibles and exclusions of the policy, and settlement of a marine claim is your sole remedy for loss or damage in transit.

19.3 If you fail or refuse to take delivery, or the delivery site is not ready or accessible: (a) risk passes under clause 19.1(c); (b) the Goods are deemed delivered and the Balance becomes immediately due; (c) we may store the Goods (or arrange storage) at your cost and risk, and you must pay storage, container detention, demurrage, re-delivery, double-handling and de-vanning charges at cost plus 10% administration; and (d) if the Goods remain unclaimed for sixty (60) days, we may sell or dispose of them and apply the proceeds against amounts owing, and you remain liable for any shortfall.

20.1 You must inspect the Goods immediately on delivery.

20.2 You must notify us in writing, with photographs and the delivery docket: (a) of any shortage, incorrect item, transit damage or visible defect — within seven (7) days of delivery; (b) of any latent defect — within seven (7) days of the defect becoming reasonably apparent, and in any event within the applicable warranty period.

20.3 A claim under clause 20.2(a) is deemed waived if not made within that period, and the Goods are deemed accepted. This clause does not limit any right you have under clause 23.

20.4 Installation, cutting, machining, finishing, coating, or other alteration of any item constitutes irrevocable acceptance of that item as free from visible defect and correct as to colour, shade, dimension and specification. No claim will be accepted for a visible defect in an installed item.

20.5 You must not return, destroy or dispose of any Goods the subject of a claim without our written direction, and must make them available for inspection by us or the manufacturer on reasonable notice.

21.1 The Goods carry the warranty provided by their manufacturer. The applicable warranty period, terms, exclusions and remedies are those set out in the manufacturer’s written warranty supplied with the Goods or provided to you on request, and are incorporated into these Terms by reference.

21.2 Where no manufacturer’s warranty is provided, we warrant the Goods against defects in materials and workmanship for twelve (12) months from the date of delivery.

21.3 We will, at no cost to you, assign to you the benefit of the manufacturer’s warranty to the extent it is assignable, and where it is not assignable, we will pursue the warranty claim against the manufacturer on your behalf using reasonable endeavours.

21.4 A warranty claim will only be considered where the Price and all other money owing has been paid in full.

21.5 Subject to clause 23, our liability under a warranty claim is limited, at our option, to: (a) repair of the Goods; (b) replacement of the Goods or supply of equivalent goods; (c) payment of the cost of replacement; or (d) refund of the Price paid for the affected Goods.

21.6 The warranty covers the supply of replacement Goods only. It does not extend to, and we are not liable for, the cost of removal, disposal, re-installation, re-finishing, painting, scaffolding, craneage, access, make-good, freight to or from site, trade attendance, or any other cost associated with a warranty replacement, except where clause 23 requires otherwise.

22.1 No warranty applies to a defect or failure caused by or contributed to by: (a) installation not in accordance with the manufacturer’s written instructions or relevant Australian Standard; (b) failure to acclimatise, store, handle, protect or maintain the Goods in accordance with the manufacturer’s instructions; (c) exposure to moisture, water ingress, humidity, heat, direct sunlight, salt or chemicals beyond the product’s stated rating or intended application; (d) use of the Goods in an application for which they were not specified or supplied; (e) movement, settlement, deflection or defect in the building structure, substrate, subfloor or waterproofing; (f) alteration, machining, recoating, cutting or repair by any person other than us or the manufacturer; (g) fair wear and tear, or natural variation of the kind described in clause 13; (h) accident, misuse, neglect, vandalism, or an event beyond the manufacturer’s control; or (i) any specification, measurement, drawing or selection provided or approved by you.

22.2 Warranties are given to you as original purchaser and, where the manufacturer’s warranty so provides, to the first owner of the property. Warranties are not otherwise transferable.

23.1 Nothing in these Terms excludes, restricts or modifies any right, guarantee, warranty or remedy conferred on you by the ACL or any other law that cannot lawfully be excluded, restricted or modified.

23.2 Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are 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.

23.3 To the extent permitted by section 64A of the ACL, and only in respect of Goods not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability for breach of a statutory guarantee is limited, at our option, to: (a) replacement of the Goods or supply of equivalent goods; (b) repair of the Goods; (c) payment of the cost of replacing the Goods or acquiring equivalent goods; or (d) payment of the cost of having the Goods repaired.

23.4 Clauses 21, 22 and 24 apply subject to, and to the extent permitted by, this clause 23.

24.1 Subject to clause 23, and to the maximum extent permitted by law: (a) our total aggregate liability arising out of or in connection with a Confirmed Order, whether in contract, tort (including negligence), under statute or otherwise, is limited to the Price paid by you for the Goods giving rise to the liability; (b) we are not liable for any indirect, consequential, special or economic loss, including loss of profit, loss of revenue, loss of opportunity, loss of use, loss of contract, loss of goodwill, delay costs, liquidated damages, extension of time costs, back-charges, rectification costs of other trades, or claims made against you by any third party; and (c) our liability is reduced proportionately to the extent the loss is caused or contributed to by you, your employees, contractors or agents, or by any matter described in clause 22.

24.2 Nothing in this clause limits liability for death or personal injury caused by our negligence, for fraud, or for any liability that cannot lawfully be limited.

24.3 You must take all reasonable steps to mitigate any loss.

25.1 You indemnify us against all loss, damage, cost, expense and liability (including legal costs on a solicitor and own client basis) we suffer or incur arising from or in connection with: (a) any measurement, specification, drawing, selection or instruction provided or approved by you being inaccurate or unsuitable; (b) your breach of these Terms; (c) installation, use or handling of the Goods by you or on your behalf; (d) any representation you make about the Goods that is inconsistent with the manufacturer’s specification or our documentation; and (e) any claim by a third party arising from (a) to (d).

25.2 This indemnity is reduced proportionately to the extent that we caused or contributed to the loss.

26.1 A variation to a Confirmed Order is effective only if requested in writing and confirmed by us in a written variation to the Order Confirmation, stating the revised price and lead time.

26.2 Because the Goods are manufactured to order, a Confirmed Order may not be cancelled by you except with our written consent, which may be given subject to payment of a cancellation charge.

26.3 Where we consent to cancellation, the cancellation charge is the greater of: (a) all costs we have actually and irrecoverably incurred, including manufacturer deposits, materials, tooling, sampling, production time, freight booked, and cancellation charges levied on us; and (b) the percentage of the Price set out below.

26.4 Custom-made, made-to-measure, cut-to-size, colour-matched and specially imported Goods are not returnable and are not subject to any change-of-mind refund.

26.5 Any refund of a Deposit is subject to deduction of the cancellation charge.

27.1 A “Force Majeure Event” is an event beyond a party’s reasonable control, including: act of God; fire; flood; typhoon; earthquake; epidemic or pandemic; public health order; war; terrorism; civil unrest; sanctions, export controls or trade restrictions; government action or change of law; port, terminal, customs or biosecurity closure, congestion or intervention; strike, lockout or industrial action; carrier failure, blank sailing, vessel diversion, container or equipment shortage; power rationing or utility failure; raw material shortage; cyber incident; and factory closure including for Chinese New Year, Golden Week or government-directed shutdown.

27.2 Neither party is liable for failure or delay in performing an obligation (other than an obligation to pay money) to the extent caused by a Force Majeure Event.

27.3 The affected party must notify the other as soon as reasonably practicable and use reasonable endeavours to mitigate and to resume performance.

27.4 If a Force Majeure Event continues for more than one hundred and twenty (120) days, either party may terminate the affected Order by written notice. On termination, you must pay for Goods delivered and for costs we have irrecoverably incurred, and we will refund the balance of amounts paid.

28.1 An Event of Default occurs if you: (a) fail to pay any amount when due; (b) breach these Terms and fail to remedy within seven (7) days of notice; (c) become insolvent, have an administrator, receiver, liquidator or controller appointed, enter into an arrangement with creditors, or cease or threaten to cease business; (d) suffer execution or a judgment against you that is not satisfied within seven (7) days; or (e) provide information to us that is materially false.

28.2 On an Event of Default we may, without liability and without limiting our other rights, immediately: suspend or cancel any Confirmed Order; suspend production; stop Goods in transit; withhold delivery; require payment in advance or additional security; exercise our rights under clauses 9 and 10; declare all amounts owing immediately due and payable; and terminate any or all Confirmed Orders.

28.3 Termination does not affect accrued rights, and clauses 8, 9, 10, 23, 24, 25, 29, 30, 32 and 33 survive termination.

29.1 You acknowledge that our supplier relationships, manufacturer identities, factory contacts, pricing structures, tooling arrangements and quality control processes are confidential information and valuable commercial assets developed at substantial cost.

29.2 During the term of any Confirmed Order and for twenty-four (24) months after its completion, you must not, directly or indirectly, and must procure that your related bodies corporate and principals do not: (a) contact, solicit, negotiate with, place orders with, or enter into any supply arrangement with any manufacturer, factory, trading company, agent or freight provider first introduced to you by us for the supply of goods of a kind we supply or have quoted to you; or (b) disclose the identity or contact details of any such party to a third party.

29.3 Clause 29.2 does not apply to a party you can demonstrate, by written evidence pre-dating our introduction, you already had a direct commercial relationship with.

29.4 If you breach clause 29.2, you must pay us, as a genuine pre-estimate of our loss and not as a penalty, an amount equal to twenty percent (20%) of the total ex-factory value of all goods purchased from the relevant party during the restraint period.

29.5 The restraint in clause 29.2 is severable as to duration (24, 18, 12 and 6 months) and as to scope, and if any combination is held unenforceable, the next narrowest applies.

30.1 Each party must keep confidential the other’s confidential information and use it only for the purposes of these Terms. This obligation does not apply to information that is public other than by breach, was already known, or is required to be disclosed by law.

30.2 All intellectual property in our quotations, drawings, take-offs, schedules, catalogues, specifications, photographs, cost models and website content remains our property. You are granted a non-exclusive, non-transferable licence to use those materials solely for the project for which they were supplied.

30.3 You must not use our name, logo or supplier identity in any marketing, tender or client-facing document without our prior written consent.

30.4 Where you supply us with a design, drawing or specification, you warrant that its use does not infringe any third party’s intellectual property, and you indemnify us against any claim that it does.

31.1 We collect, hold, use and disclose personal information in accordance with our Privacy Policy and the Privacy Act 1988 (Cth).

31.2 You consent to us: (a) obtaining a credit report from a credit reporting body; (b) exchanging information about you with credit providers and trade references for the purposes of assessing your creditworthiness and collecting overdue payments; and (c) disclosing default information to a credit reporting body in accordance with Part IIIA of the Privacy Act 1988 (Cth).

31.3 Where you provide us with personal information about another individual, you warrant that you are authorised to do so and have informed that individual of our Privacy Policy.

32.1 Nothing in these Terms limits or excludes any right, entitlement or remedy we have under the Building and Construction Industry Security of Payment Act 1999 (NSW) or corresponding legislation in any other jurisdiction.

32.2 Any provision of these Terms that is void, unenforceable or of no effect under that legislation applies only to the extent it is not inconsistent with that legislation.

33.1 A party must not commence proceedings in respect of a dispute (other than for urgent interlocutory relief, or for recovery of an undisputed debt) unless it has complied with this clause.

33.2 The party claiming a dispute must give written notice setting out the nature of the dispute and the outcome sought. The parties’ senior representatives must meet within ten (10) Business Days and attempt in good faith to resolve it.

33.3 If unresolved within a further twenty (20) Business Days, either party may refer the dispute to mediation administered by the Australian Disputes Centre, with the mediator’s costs shared equally.

33.4 Nothing in this clause prevents us from suspending supply under clause 8 or 28, or from commencing recovery proceedings for an amount that is not genuinely disputed.

34.1 Governing law and jurisdiction. These Terms are governed by the law of New South Wales. Each party submits to the exclusive jurisdiction of the courts of New South Wales and courts of appeal from them.

34.2 Vienna Convention excluded. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

34.3 Notices. A notice must be in writing and sent to the address or email address last notified. A notice sent by email is taken to be received at the time of transmission unless a delivery failure is received.

34.4 Entire agreement. These Terms, together with the Order Confirmation and any Credit Application and Guarantee, constitute the entire agreement and supersede all prior representations, negotiations and understandings. You acknowledge that you have not relied on any representation not expressly set out in those documents.

34.5 Severance. If a provision is void or unenforceable, it is severed to the extent necessary and the remaining provisions continue in full force.

34.6 Waiver. A failure or delay in exercising a right is not a waiver. A waiver must be in writing and is effective only for the specific instance.

34.7 Assignment. You must not assign or novate your rights without our written consent. We may assign, novate or subcontract our rights and obligations.

34.8 No agency or partnership. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.

34.9 Counterparts and electronic execution. These Terms may be accepted electronically, including by clicking acceptance, signing electronically, issuing a purchase order referencing them, or paying a Deposit. Electronic acceptance is binding under the Electronic Transactions Act 2000 (NSW).

34.10 Set-off in our favour. We may set off any amount owing by us to you against any amount owing by you to us on any account.

By placing an Order, paying a Deposit, or accepting delivery of Goods, you acknowledge that you have read, understood and agree to be bound by these Terms.

Impulse Electrical Enterprise Pty Ltd ABN 42 660 200 984 trading as Impulse Sourcing. Sydney, Australia. info@impulseelectricalenterprise.com.au | 0481 228 836.