By placing an order, making payment, or accepting delivery of goods from Shopfittings Direct Pty Ltd, the Customer acknowledges that they have read, understood, and agreed to be bound by these Terms & Conditions of Trade. These terms constitute a binding agreement between the parties and are provided with all quotations and invoices.

PART A – DEFINITIONS AND INTERPRETATION

1. Definitions

In these Terms & Conditions, unless the context otherwise requires:

“Customer” means the person, company, trust, partnership, or entity purchasing or ordering goods from the Supplier, including its officers, employees, agents, and successors.

“GST” means Goods and Services Tax as defined by A New Tax System (Goods and Services Tax) Act 1999 (Cth) and related legislation.

“Goods” means all products, equipment, display fixtures, shelving, and related items supplied or to be supplied by the Supplier to the Customer.

“Owner” means Shopfittings Direct Pty Ltd (ACN 109 684 586; ABN 48 109 684 586).

“Retained Goods” means any Goods to which the Supplier retains property and title in accordance with clause 9.

“Special Order” means any order for goods that are not held in the Supplier’s standard stock and which require specific manufacturing, importation, or procurement to fulfil the Customer’s order.

“Supplier” means Shopfittings Direct Pty Ltd (ACN 109 684 586; ABN 48 109 684 586), trading from 24 Sammut Street, Smithfield NSW 2164.

“Website” means https://www.shopfittingsdirect.com.au/ and any related subdomains or web properties operated by the Supplier.

2. Interpretation

2.1 These terms apply to all sales, quotations, and supply of Goods by the Supplier to the Customer. If the Customer does not have separate written terms of trade with the Supplier, these terms shall govern the transaction in full.

2.2 Headings are for convenience only and do not affect interpretation.

2.3 A reference to any legislation includes any amendment, re-enactment, or subordinate legislation made under it.

2.4 Words in the singular include the plural and vice versa. A reference to a person includes a corporation, trust, partnership, unincorporated body, government, or local authority.

PART B – ORDERS AND QUOTATIONS

3. Sales Orders

3.1 The Supplier may accept or decline any order for Goods, in whole or in part, at its absolute discretion.

3.2 The Customer may not cancel any order or refuse to accept delivery of Goods ordered unless the Supplier’s prior written consent is first obtained in writing.

3.3 All orders are subject to availability. The Supplier reserves the right to substitute equivalent Goods of equal or superior quality where the originally ordered Goods are unavailable, provided reasonable notice is given to the Customer.

3A. Order Cancellation and Remedies (Standard Orders)

The following cancellation and remedy provisions apply to all orders that are not classified as Special Orders. These amounts represent a genuine pre-estimate of the Supplier’s loss and are not penalties.

3A.1 Cancellation Before Processing: If the Customer cancels an order before the Supplier has commenced picking, packing, or processing, the Supplier may charge a cancellation and administration fee of up to ten percent (10%) of the total order value to cover administrative costs, stock reservation, and lost opportunity.

3A.2 Cancellation During Processing: If the Customer cancels an order after the Supplier has commenced picking, packing, quality control, crating, or any other processing activity, the Supplier may charge: (a) a cancellation fee of up to fifteen percent (15%) of the total order value; plus (b) all labour, packaging, and material costs actually incurred in processing the order to the point of cancellation.

3A.3 Refused Delivery: If the Customer refuses to accept delivery of Goods, fails to make someone available to receive the delivery, or instructs the carrier to return the Goods to the Supplier, the Customer shall be liable for: (a) all outbound freight and delivery costs; (b) all return freight costs; (c) a restocking fee of up to fifteen percent (15%) of the total order value; and (d) any re-delivery fees if the Customer subsequently requests re-delivery.

3A.4 Failed Delivery Attempts: If delivery cannot be completed due to the Customer’s failure to provide adequate access, unloading facilities, or an authorised person to accept the Goods, the Supplier may charge a failed delivery fee and arrange re-delivery at the Customer’s expense. The Supplier may hold the Goods in storage pending re-delivery arrangements.

3A.5 Storage Fees: If the Customer fails to accept delivery or collect Goods within seven (7) business days of the Supplier notifying the Customer that the Goods are ready for dispatch or collection, the Supplier may charge a storage fee of $25.00 (plus GST) per pallet space per day, or such other reasonable rate as notified by the Supplier. Storage fees accrue daily until the Goods are collected or delivered.

3A.6 Abandoned Orders: If the Customer fails to respond to the Supplier’s communications regarding collection, delivery, or payment of any outstanding balance for a period exceeding thirty (30) days, the Supplier may treat the order as abandoned. In such event, the Supplier may, at its discretion: (a) dispose of, resell, or otherwise deal with the Goods; and (b) apply any payments received from the Customer first against all fees, charges, and costs incurred, with any remaining balance refunded to the Customer. If the payments received are insufficient to cover the Supplier’s costs, the Customer remains liable for the shortfall.

3A.7 Supplier’s Right to Recover: Nothing in this clause limits the Supplier’s right to recover the full invoice amount (including GST, delivery costs, and associated expenses) where the Customer cancels or refuses delivery without the Supplier’s written consent. The Supplier may elect to apply the remedies in this clause or pursue full recovery at its discretion.

3A.8 Refund of Balance: Where a cancellation fee or restocking fee applies and the Customer has paid in full, the Supplier will refund the balance of the order value less all applicable fees, charges, and costs within fourteen (14) business days of the cancellation being processed.

3A.9 Supplier’s Remedies: Without limiting any other right or remedy available to the Supplier under these terms or at law, where the Customer cancels, refuses delivery, abandons an order, or otherwise breaches any obligation under these terms, the Supplier may at its discretion exercise any one or more of the following remedies:

(a) withhold or suspend dispatch of any undelivered Goods (including Goods relating to other orders);

(b) suspend or terminate any credit arrangement with the Customer;

(c) require payment in advance for any current or future orders;

(d) cancel any unfulfilled orders or quotations;

(e) retain any Goods in the Supplier’s possession as security until all outstanding amounts (including fees, charges, and costs under this clause) are paid in full;

(f) charge interest on all overdue amounts in accordance with clause 12.4(b);

(g) engage debt recovery agents or commence legal proceedings to recover all amounts owing, with all associated costs payable by the Customer; and

(h) set off any amounts owed

4. Quotations

4.1 Any quotation provided by the Supplier to the Customer shall be valid for a period of seven (7) days from the date of issue, unless otherwise stated in writing.

4.2 The Customer must review the quotation attachment carefully, including invoicing details, delivery address, and items (type, quantity, and colour) for accuracy. If the delivery address differs from the invoicing address, the Customer must notify the Supplier.

4.3 Quotations are not offers and do not bind the Supplier until a quotation is accepted and confirmed by the Supplier in writing or by processing the Customer’s payment.

4.4 The Supplier reserves the following rights in respect of any quotation or order:

(a) Price Variations – The Supplier may vary the price quoted in the event of:

(i) fluctuations in the value of the Australian Dollar, changes in exchange rates, or changes in the rates of taxes, duties, or tariffs affecting the cost of supply between the date of quotation and the date of delivery;

(ii) changes in product specifications without prior notice to the Supplier, resulting in increased costs of acquiring the Goods;

(iii) a request by the Customer for supply in non-standard packs or in quantities less than the minimum quantities advised by the Supplier.

(b) Correction of errors or omissions on invoices, quotations, and credit notes.

(c) Rescission of the agreement in the event of:

(i) non-availability of any Goods or raw materials within thirty (30) days from the date of acceptance by the Customer;

(ii) amendments to the product specification by the Supplier’s own supplier, without prior notice, rendering the Goods unsuitable for the Customer’s purposes.

PART C – SPECIAL ORDERS

5. Special Order Terms

The following additional terms apply to all Special Orders. A Special Order includes (without limitation) custom-manufactured items, bulk one-off orders, imported products requiring overseas procurement, and large-scale orders from existing stock where the Supplier is required to reserve, allocate, or commit significant inventory, warehouse resources, or logistics capacity to fulfil the order. The Supplier retains sole discretion to classify any order as a Special Order based on its value, scale, complexity, or resource requirements.

5.1 Non-Refundable Deposit: Due to the nature and scale of Special Orders (which require the Supplier to commit significant resources including, where applicable, manufacturing activation, overseas procurement, shipping arrangements, stock reservation, warehouse allocation, and/or logistics planning), a non-refundable deposit of forty-five percent (45%) of the total order value is required before the Supplier will commence processing the order. This deposit is strictly non-refundable.

5.2 Manufacturing Lead Times, Sea Freight, and Customs Clearance: Any manufacturing lead times, sea freight schedules, and customs clearance timeframes quoted or communicated by the Supplier are estimates only and are provided in good faith. Firm lead times cannot be guaranteed due to unforeseen circumstances including but not limited to manufacturing delays, port congestion, shipping disruptions, customs processing delays, force majeure events, and supply chain interruptions.

5.3 Modifications to Active Special Orders: Any modifications, changes, or variations requested by the Customer to an active Special Order (including changes to specifications, quantities, colours, dimensions, or delivery requirements) may incur additional costs and/or result in extended production and shipping lead times. The Supplier will provide the Customer with an updated quotation reflecting any additional costs prior to implementing the modification. The Customer must approve such updated quotation in writing before the modification proceeds.

5.4 Balance Payment: The remaining balance of fifty-five percent (55%) of the total order value (plus any additional costs arising from modifications under clause 5.3) must be paid in full prior to dispatch or collection of the Goods.

5.5 Cancellation of Special Orders: Once the non-refundable deposit has been paid and the Supplier has commenced processing the order (including but not limited to activating production, placing procurement orders, reserving stock, or allocating warehouse resources), the Customer may not cancel a Special Order without the Supplier’s written consent. If the Supplier consents to cancellation, the Customer forfeits the deposit and may be liable for: (a) any additional costs already incurred by the Supplier in connection with the order; and (b) a restocking and reallocation fee of up to fifteen percent (15%) of the total order value, to compensate the Supplier for lost opportunity, stock reservation, and reallocation costs.

5.6 Stock Reservation and Allocation: Where a Special Order involves Goods from the Supplier’s existing stock, the Supplier will reserve and allocate the relevant Goods upon receipt of the deposit. Once reserved, those Goods are committed to the Customer’s order and may not be available to other customers. The Customer acknowledges that the Supplier may decline other sales of reserved Goods during the reservation period and that this forms part of the commercial basis for the non-refundable deposit.

5.7 Supplier’s Discretion: The Supplier will advise the Customer in writing (including by email or on the face of the quotation) if an order is classified as a Special Order. Classification as a Special Order is at the Supplier’s sole discretion and is not subject to challenge by the Customer. The Customer will be required to execute a Special Order Acknowledgment Form prior to the order being processed.

PART D – DELIVERY AND RISK

6. Delivery

6.1 For orders placed by 3:00 p.m. AEST/AEDT, the Supplier will generally dispatch Goods that are in stock within one (1) to five (5) business days. For all other orders, delivery times shall be confirmed following receipt of order.

6.2 Unless otherwise agreed in writing, the Customer authorises the Supplier to arrange delivery of any Goods ordered at the Customer’s expense. If the Supplier pays such delivery costs, the Customer agrees to reimburse the Supplier the full amount upon demand.

6.3 Approximate transit times are as follows: two to three (2–3) working days for Sydney and metropolitan capital cities; three to five (3–5) working days for regional and country areas; and five to seven (5–7) working days for Perth, Tasmania, Darwin, remote towns, and remote areas. These timeframes are estimates only.

6.4 Order processing time is five to seven (5–7) working days from the date of payment receipt (excluding the payment receipt date). Bulky orders may require up to seven (7) working days. Actual dispatch time depends on carrier collection schedules.

6.5 Dispatch is approximated. The Supplier’s warehouse processes many orders, including bulky products. Orders are dispatched based on payment date and follow standard warehouse procedures including picking, checking, quality control, and packing/crating. Some orders may require special packaging or crating, which could require additional preparation time.

6.6 Any delivery dates provided by the Supplier are estimates provided in good faith. Time shall not be of the essence in regard to delivery.

6.7 The Supplier shall not be liable for any delay in delivery due to causes beyond the Supplier’s reasonable control, including (without limitation) acts of God, civil or military authority, fire, strike, flood, epidemic, pandemic, quarantine restriction, war, riot, civil commotion, natural disaster, government sanctions, supply chain disruptions, acts of the Customer, or delay in transportation. In the event of such delay, the delivery date shall be extended by a period equal to the duration of the delay.

6.8 To the maximum extent permit

To the maximum extent permitted by law, the Supplier’s liability for any delay or non-delivery is excluded but is otherwise limited to the supply or replacement of the Goods or equivalent Goods (at the Supplier’s option) within a reasonable time.

6.9 Force Majeure Cost Adjustment: Where a force majeure event or other circumstance beyond the Supplier’s reasonable control results in a material increase in the Supplier’s cost of acquiring, manufacturing, importing, or delivering the Goods (including but not limited to increases in raw material costs, shipping and freight charges, currency fluctuations, tariffs, duties, or insurance premiums), the Supplier may, by written notice to the Customer, adjust the price of the Goods to reflect the increased cost. The Customer may, within seven (7) days of receiving such notice, elect to: (a) accept the adjusted price and proceed with the order; or (b) cancel the order without liability (except for any non-refundable deposit paid under a Special Order, which remains non-refundable).

6.10 Commercial Impracticability: If a force majeure event renders the fulfilment of an order commercially impracticable (as distinct from impossible), the Supplier may cancel the order without liability by providing written notice to the Customer. In such event, the Supplier will refund any payments received from the Customer (less any non-refundable deposits under Special Orders and less any costs already reasonably incurred by the Supplier) within fourteen (14) business days of the cancellation notice.

7. Local Sydney Metro Deliveries

7.1 The Supplier’s warehouse will contact the Customer to arrange same-day point-to-point courier service where available.

7.2 Someone must be available at the delivery address to accept and sign for the delivery.

7.3 Items weighing over 25kg will require unloading assistance. A forklift or additional personnel may be required at the Customer’s expense.

7.4 Courier deliveries operate between 8:30 a.m. and 5:00 p.m., Monday to Friday. Deliveries can only be made to a loading/unloading dock or parking area.

7.5 All necessary packaging materials, including pallets, will be provided as part of the delivery and cannot be disposed of by the courier.

7.6 Any re-deliveries necessitated by the Customer’s failure to receive the original delivery will be subject to an additional re-delivery fee.

8. Outside Sydney Metro and Interstate Deliveries

8.1 The Supplier will email tracking numbers to the Customer once the order is scheduled with the courier.

8.2 The Customer is responsible for monitoring delivery status by contacting the courier directly.

8.3 Deliveries can only be made to an unloading dock or parking area. The Customer is responsible for unloading.

9. Risk

9.1 Risk in the Goods passes to the Customer upon dispatch from the Supplier’s premises.

9.2 The Customer shall inspect all Goods immediately upon receipt. The Supplier will accept no liability for any claim regarding the Goods unless the Supplier is notified in writing within seven (7) days from delivery or receipt of the Goods, whichever is later.

9.3 The Customer agrees to indemnify the Supplier against any claims for injury, death, loss, or damage to any property arising out of or in connection with the supply, delivery, storage, or use of any Goods by the Supplier.

PART E – COLLECTION AND PICK-UP

10. Personal Pick-Up

10.1 Collection hours are Monday to Thursday, 9:00 a.m. to 12:00 p.m. and 1:00 p.m. to 4:00 p.m. Friday, 9:00 a.m. to 1:00 p.m.

10.2 Orders are prepared upon arrival. The Customer may need to wait while the order is being prepared.

10.3 Some products may arrive loose or unpackaged. The Customer is responsible for bringing appropriate vehicles and transport materials to ensure safe transportation.

10.4 Bulk orders cannot be collected on demand and must be pre-scheduled with the Supplier.

11. Pick-Up Using Own Courier

11.1Collection hours are Monday to Thursday, 9:00 a.m. to 12:00 p.m. and 1:00 p.m. to 4:00 p.m. Friday, 9:00 a.m. to 1:00 p.m.

11.2 The Customer must wait for the Supplier’s notification with item dimensions and weight before sending a courier.

11.3 The Customer is responsible for supplying labels and consignment notes (by email) for identification and tracking purposes.

PART F – PAYMENT

12. Payment Terms

12.1 The Customer shall pay to the Supplier the full amount of all invoiced amounts (including GST, transport, freight, delivery, service, hiring, or finance fees or charges) strictly upon invoice, unless alternative payment terms have been agreed in writing. The Customer waives any right to set off any amount which the Customer claims is due from the Supplier.

12.2 Payment may be made via the Supplier’s BPoint portal, bank transfer (funds must clear before dispatch or collection), cash, or credit card at the Supplier’s showroom. Payment receipts must be emailed to sales@shopfittingsdirect.com.au.

12.3 Credit card transactions are processed in Australian Dollars using payment pages compliant with industry standards (TLS encryption) and 128-bit SSL encryption via a secure SSL tunnel to the payment gateway.

12.4 In the event that the Customer fails, refuses, or neglects to pay any amounts within the agreed terms:

(a) The Supplier may, at its discretion, repossess the invoiced Goods and recover any remaining balance.

(b) The Customer shall be liable to pay monthly interest at the rate of 1.5% per month on all overdue amounts until paid in full.

(c) The Customer shall pay or reimburse to the Supplier all recovery costs of whatever nature, including (but not limited to) legal costs on a solicitor/own client basis, mercantile costs (including fees, expenses, disbursements, and/or commissions at a rate not exceeding 15% of the total debt), accountancy fees, bank charges, statutory or government fees, stamp duty, search costs, and other disbursements, together with interest on those costs accruing at current bank overdraft rates on a monthly basis.

13. Charge over Property

13.1 The Customer hereby charges all freehold and leasehold interests in land and all personal property held by the Customer (whether presently owned or hereafter acquired) with payment of all monies due to the Supplier from time to time, including all recovery and collection costs.

13.2 The Customer agrees that, upon demand, it will execute and deliver such security instruments (including Bills of Mortgage, Bills of Sale, Corporation Mortgage Debentures, or caveats) as the Supplier may require. If the Customer fails to do so, the Customer irrevocably appoints the Supplier (and/or any Manager, Secretary, Credit Manager, or Solicitor of the Supplier) as attorney for the purpose of executing and registering such instruments on the Customer’s behalf.

PART G – OWNERSHIP AND RETENTION OF TITLE

14. Retention of Title

14.1 Property and title in the Goods does not pass to the Customer until payment in full is received by the Supplier for those Goods and for all other amounts owing by the Customer on any account whatsoever. Until such time:

(a) The Customer must not deal with any Retained Goods in any way inconsistent with the Supplier’s rights and interest as owner.

(b) The Customer must hold the Retained Goods as fiduciary bailee and agent for the Supplier and must store the Retained Goods separately in a manner that clearly identifies them as the property of the Supplier.

15. Possession of Retained Goods

15.1 Upon demand by the Supplier (which may be made at any time if the Customer defaults in any obligation under these terms), the Customer must deliver all Retained Goods to the Supplier or as directed.

15.2 The Supplier may enter any premises under the Customer’s control (whether occupied or not) for the purpose of recovering Retained Goods. In entering, the Supplier and its authorised representatives may use all reasonable force and will not be considered trespassers. This authority is given irrevocably by the Customer.

15.3 The Supplier may also take copies of or extracts from the Customer’s records pertaining to any Goods supplied.

16. Sale of Retained Goods

16.1

The Customer acknowledges that these Terms & Conditions create a security interest (as defined in the Personal Property Securities Act 2009 (Cth) (“PPSA”)) in all Goods supplied or to be supplied by the Supplier to the Customer, and in all proceeds of those Goods.

16A.2 The Customer consents to the Supplier registering a financing statement or financing change statement on the Personal Property Securities Register (“PPSR”) in respect of any security interest created by or arising under these terms, and the Customer agrees to provide all assistance and information reasonably required by the Supplier to facilitate such registration.

16A.3 The Customer waives its right to receive a copy of any verification statement confirming registration of a financing statement or financing change statement relating to the security interest created under these terms, to the extent permitted by section 157 of the PPSA.

16A.4 To the extent permitted by the PPSA, the Customer waives its rights under the following provisions of the PPSA:

(a) section 95 (notice of removal of accession);

(b) section 118 (retention of accession);

(c) section 121(4) (enforcement of liquid assets);

(d) section 125 (obligation to dispose of or retain collateral);

(e) section 130 (notice of disposal of collateral);

(f) section 132(3)(d) (contents of statement of account after disposal);

(g) section 132(4) (statement of account if no disposal);

(h) section 135 (notice of retention of collateral);

(i) section 142 (redemption of collateral); and

(j) section 143 (reinstatement of security agreement).

16A.5 The Customer agrees that, to the extent permitted by the PPSA, the Supplier need not comply with sections 123, 126, 128, 129, 130, and 132 of the PPSA.

16A.6 The Customer must not register, or permit to be registered, a financing statement or financing change statement in relation to the Goods in favour of any third party without the Supplier’s prior written consent.

16A.7 The Customer must immediately notify the Supplier in writing if any third party claims a security interest in any Goods supplied by the Supplier.

PART H – ASSEMBLY AND PRODUCT INFORMATION

17. Flat Pack and Kit Form Products

17.1 Some products, including but not limited to gondola units, stands, counters, glass cabinets, and glass or acrylic countertops, are supplied in flat pack or kit form and require assembly.

17.2 It is highly recommended that the Customer engage a skilled tradesperson or handyman for assembly, or ensure that the individual responsible for installation possesses relevant experience. The Customer must ensure appropriate tools are available during assembly.

17.3 The Supplier accepts no liability for damage to the Goods, the Customer’s premises, or any other property caused during assembly or installation by the Customer, the Customer’s employees, or any third party engaged by or on behalf of the Customer (including any installer referred by the Supplier under clause 18).

17A. Third-Party Installation Services

The Supplier does not perform installation services. Where the Customer requires installation of Goods (including but not limited to gondola shelving systems, display fixtures, counters, and cabinetry), the Supplier may, at its discretion, refer the Customer to one or more independent third-party installers (“Referred Installers”). The following terms apply to all such referrals.

17A.1 Referral Only – No Agency or Partnership: Any referral of a Referred Installer is provided as a convenience to the Customer only. The Referred Installer is an independent contractor and is not an employee, agent, partner, or subcontractor of the Supplier. The referral does not create any contractual relationship between the Supplier and the Customer in respect of installation services, nor does it create any relationship of agency, partnership, joint venture, or employment between the Supplier and the Referred Installer.

17A.2 No Endorsement or Warranty of Installer: The Supplier’s referral of a Referred Installer does not constitute an endorsement, guarantee, warranty, or representation of any kind regarding the Referred Installer’s:

(a) qualifications, competence, experience, or workmanship;

(b) licensing, accreditation, or regulatory compliance;

(c) insurance coverage (including public liability and workers’ compensation);

(d) pricing, availability, or timeliness;

(e) suitability for the Customer’s particular requirements; or

(f) compliance with applicable workplace health and safety legislation.

17A.3 Customer’s Due Diligence: The Customer is solely responsible for conducting its own due diligence on any Referred Installer before engaging their services. This includes (without limitation) verifying the Referred Installer’s insurance, licensing, qualifications, and suitability for the scope of work required. The Customer engages any Referred Installer entirely at the Customer’s own risk.

17A.4 Direct Contractual Relationship: The Customer’s engagement of a Referred Installer creates a direct and independent contractual relationship between the Customer and the Referred Installer. The Supplier is not a party to that contract and has no obligations, responsibilities, or liabilities arising from it. All matters relating to the installation — including scope, pricing, scheduling, performance, defects, and disputes — are between the Customer and the Referred Installer exclusively.

17A.5 Payment for Installation: The Customer shall pay the Referred Installer directly for all installation services. The Supplier does not invoice for, collect, or process any installation fees on behalf of any Referred Installer.

17B. Installation Liability and Warranty Boundaries

17B.1 No Liability for Installation: The Supplier shall not be liable for any loss, damage, injury, death, cost, or expense arising out of or in connection with installation work performed by any person, including (without limitation):

(a) damage to the Goods during or resulting from installation;

(b) damage to the Customer’s premises, fixtures, fittings, or property;

(c) personal injury to any person during installation;

(d) defective or incomplete installation;

(e) failure of Goods caused by improper installation, unsuitable site conditions, inadequate structural support, or incorrect fixings or anchors;

(f) delay in or failure to complete installation; or

(g) any act, omission, negligence, or breach by a Referred Installer or any other installer engaged by the Customer.

17B.2 Warranty Boundaries: The Supplier’s warranty on the Goods (to the extent any warranty is provided) covers manufacturing defects only and does not extend to:

(a) damage caused during or resulting from transport, handling, assembly, or installation of the Goods;

(b) issues arising from site conditions, including (without limitation) uneven floors, unsuitable walls, inadequate structural capacity, moisture, or environmental factors;

(c) modification, alteration, or adaptation of the Goods during or after installation;

(d) use of incorrect fixings, anchors, fasteners, or mounting hardware;

(e) installation that does not comply with the Supplier’s specifications, guidelines, or assembly instructions (where provided); or

(f) normal wear and tear, misuse, or overloading of the Goods beyond their rated capacity.

17B.3 Installation Indemnity: The Customer indemnifies and holds harmless the Supplier, its directors, officers, employees, and agents from and against all claims, demands, actions, losses, damages, costs, and expenses (including legal costs on a full indemnity basis) arising out of or in connection with the installation of Goods, whether performed by the Customer, the Customer’s employees, a Referred Installer, or any other third party. This indemnity applies regardless of whether the installer was referred by the Supplier.

17B.4 Customer’s Obligations at Installation: The Customer is responsible for:

(a) ensuring the installation site is safe, accessible, and suitable for the Goods to be installed;

(b) ensuring that all structural, electrical, and plumbing requirements for the installation are met prior to the installer’s attendance;

(c) obtaining any permits, approvals, or consents required for the installation;

(d) providing accurate site measurements and specifications to the installer; and

(e) inspecting the completed installation and raising any concerns with the installer directly and promptly.

PART I – RETURNS, CANCELLATIONS, AND CONSUMER GUARANTEES

18. Returns and Cancellations

18.1 To return a product, the Customer must contact the Supplier’s sales team to obtain a Return Authorisation Number (RA#). All returns must be lodged within seven (7) days of the original invoice date.

18.2 Returns other than defective Goods must be returned in original packaging, unopened, and with no labels, stickers, or writing on the product box.

18.3 Defective Goods are subject to testing by the manufacturer to determine whether credit or exchange will be provided.

18.4 No refunds or exchanges are available on Special Order items unless they are deemed faulty by the manufacturer.

19. Damage, Defects, and Loss in Transit

19.1 Any complaint concerning damage, short delivery, loss in transit, or defect must be made in writing within seven (7) working days of the Customer’s receipt of the invoice for that delivery or the receipt of the Goods, whichever occurs later.

19.2 If the complaint is not made within the required timeframe, the Customer loses any right it may have had in respect of the complaint, to the extent permitted by law.

19.3 The Supplier has the discretion to repair, replace, or refund (in whole or in part) the Goods the subject of a valid complaint. To the extent permitted by law, all statutory or other warranties not expressly set out in these terms are excluded.

20. Australian Consumer Law

20.1 Nothing in these Terms & Conditions excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on the Customer by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable legislation which cannot be excluded, restricted, or modified by agreement.

20.2 To the extent that the Supplier is entitled to limit its liability under the Australian Consumer Law, the Supplier’s liability is limited to, at the Supplier’s option: (a) replacing the Goods or supplying equivalent Goods; (b) repairing the Goods; (c) paying the cost of replacing the Goods or acquiring equivalent Goods; or (d) paying the cost of having the Goods repaired.

PART J – DEFAULT AND NOTICES

21. Events of Default

Notwithstanding the waiver of any previous default, there shall be deemed to have occurred an event of default, and all monies then outstanding to the Supplier shall become immediately due and payable, if at any time:

(a) a sequestration order is made affecting the Customer’s property;

(b) the Customer executes an authority to a trustee under Section 188 of the Bankruptcy Act 1966 (Cth);

(c) the Customer commits any act of bankruptcy;

(d) any petition is issued or resolution passed for winding up of the Customer, or the Customer is struck off the official register of companies;

(e) a receiver, manager, receiver and manager, or provisional liquidator is appointed to the whole or part of the Customer’s undertaking;

(f) an administrator under the Corporations Act 2001 (Cth) is appointed to the Customer;

(g) the Customer ceases to trade or carry on business in the usual manner;

(h) the Customer defaults in paying any amount owing to the Supplier when due;

(i) without the Supplier’s prior written consent, the Customer reduces its share capital or attempts to do so;

(j) any judgment, execution, or process of any Court or authority is issued against the Customer;

(k) the Customer suspends payment generally, ceases or threatens to cease business, or is unable to pay debts as they fall due;

(l) without the Supplier’s prior written consent, the Customer assigns, disposes of, or parts with a substantial part of its undertaking or assets;

(m) in the case of a corporate Customer, there is a change in beneficial ownership or control of more than fifty percent (50%) of the voting, income, and/or capital participation rights without the Supplier’s prior written consent.

22. Notices and Demands

22.1 A statement signed by or on behalf of the Supplier by its Manager, Director, accountant, or solicitor, sent by ordinary post or email to the Customer’s last known address, shall be sufficient evidence of the amount due to the Supplier.

22.2 Notices may be given by post, email, or hand delivery. Notices sent by post are deemed received two (2) business days after posting. Notices sent by email are deemed received on the business day they are sent.

PART K – OWNERSHIP AND TRUST PROVISIONS

23. Ownership Changes

23.1 This agreement is made with the owners and/or directors of the Customer as at the date of application.

23.2 The Customer must notify the Supplier in writing within seven (7) days of any change in ownership structure and indemnifies the Supplier against any loss or damage resulting from failure to provide such notice.

24. Trustee Provisions

In the event that the Customer enters into this Agreement as a trustee of any trust:

(a) The Customer shall be personally liable for the performance of all terms and obligations.

(b) The Customer warrants that it has full authority under the Trust to enter into this Agreement.

(c) The Supplier’s rights of recourse shall extend to relevant Trust assets.

(d) The Customer charges all rights of indemnity against the Trust fund or Trust property and warrants that such rights have not been excluded.

(e) The trustee(s) of the Trust shall not be altered (save upon death) unless the Supplier has been given written notice and has consented (such consent not to be unreasonably withheld).

(f) The following powers shall not be exercised without the Supplier’s written notice and consent (not to be unreasonably withheld): any power to alter trustees; advance or distribute capital or income; vary the terms of the Trust; resettle or vest Trust property; or add beneficiaries.

(g) Any breach of trust shall constitute a breach of this Agreement entitling the Supplier to exercise all rights and remedies upon default.

(h) The Customer warrants that it has secured or had the opportunity to secure legal advice confirming that the Trust terms create no impediment to the covenants in this clause.

PART L – LIMITATION OF LIABILITY AND INDEMNITY

25. Limitation of Liability

25.1 Subject to clause 20 (Australian Consumer Law), the Supplier’s maximum aggregate liability to the Customer under or in connection with these terms, whether in contract, tort (including negligence), statute, or otherwise, shall not exceed the total price paid by the Customer for the Goods giving rise to the claim.

25.2 The Supplier shall not be liable for any indirect, consequential, special, or incidental loss or damage (including but not limited to loss of profit, loss of revenue, loss of business, loss of opportunity, or damage to reputation) arising out of or in connection with the supply of Goods, regardless of whether the Supplier was advised of the possibility of such loss.

26. Indemnity

26.1 The Customer indemnifies and holds harmless the Supplier, its directors, officers, employees, and agents from and against all claims, demands, actions, losses, damages, costs, and expenses (including legal costs on a full indemnity basis) arising out of or in connection with:

(a) the Customer’s breach of these terms;

(b) the Customer’s use, storage, handling, or installation of the Goods;

(c) any negligent or wrongful act or omission of the Customer.

PART M – PRIVACY AND DATA

27. Privacy

27.1 The Supplier collects personal information from the Customer for the purposes of processing orders, arranging delivery, managing the Customer’s account, and marketing communications (where consent is given).

27.2 The Customer’s personal information will be handled in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

27.3 The Customer consents to the Supplier disclosing personal information to third parties (including courier companies, credit reporting agencies, and debt collection agencies) as necessary for the performance of these terms.

27.4 The Customer may access or request correction of their personal information by contacting the Supplier at sales@shopfittingsdirect.com.au.

PART N – WEBSITE TERMS OF USE

28. Website Use

28.1 The content on the Website is provided for general information purposes only. While the Supplier endeavours to keep the information accurate and up to date, it makes no representations or warranties of any kind about the completeness, accuracy, or reliability of the Website content.

28.2 Product images, descriptions, and specifications on the Website are indicative only and may vary from the actual Goods supplied.

28.3 The Supplier reserves the right to modify, update, or remove Website content at any time without notice.

PART O – GENERAL PROVISIONS

29. Governing Law and Jurisdiction

29.1 These terms shall be governed by and construed in accordance with the laws of the State of New South Wales, Australia.

29.2 The Supplier shall have the exclusive right to nominate the court in which any legal action is to be commenced.

29.3 The Customer consents to a permanent stay of any proceedings commenced by the Customer in a court not nominated by the Supplier.

30. Severability

30.1 Each clause and sub-clause of these terms is severable. If any provision is invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision.

31. Waiver

31.1 A failure by the Supplier to exercise or enforce any right or provision under these terms shall not constitute a waiver of that right or provision.

31.2 Any waiver must be in writing and signed by the Supplier to be effective.

32. Entire Agreement

32.1 These terms, together with any quotation or invoice issued by the Supplier, constitute the entire agreement between the parties relating to the supply of Goods and supersede all prior representations, negotiations, and agreements (whether oral or written).

33. Amendment

33.1 The Supplier reserves the right to amend these terms at any time. The amended terms will be published on the Website and will apply to all orders placed after the date of publication.

33.2 The Customer is responsible for reviewing the current terms prior to placing an order.