Del Commercial Joinery Pty Ltd – Terms & Conditions of Trade ABN 81 659 868 363

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1. DEFINITIONS
The following words have the following meanings in these terms and conditions unless the contrary intention appears:
1.1 “Company” means Del Commercial Joinery Pty Ltd (ABN 81 659 868 363) its successors, assigns, employees, servants, and agents.
1.2 “Consumer” means a consumer as defined by the Competition and Consumer Act 2010.
1.3 "Customer" means the entity to whom the Company has agreed to supply Product, either in its own right or as agent under these terms and, where Clause 5(e)(iii) hereof applies, it includes the guarantor(s) in the Guarantee.
1.4 “Event of Termination” means when the Customer is served with any originating process in any proceedings under the Bankruptcy Act 1966 or the winding-up provisions of the Corporations Act 2001 or similar or replacement legislation or has an Administrator, Liquidator, Provisional Liquidator, Receiver or Receiver and Manager appointed to it.
1.5 "PPSA" means the Personal Property Securities Act 2009.
1.6 "Privacy Policy" means the Company's written policy in relation to privacy.
1.7 “Product” means all products or services agreed to be supplied by the Company to the Customer including, but not limited to:
a. the making of built-in furniture; or
b. the installation of built-in furniture; or
c. both.
 

2. TENDERS
2.1 Tenders are based on Plans, sizes and details provided. Any variation in size and/or details involving additional cost to us shall be charged as an extra to the builder/owner.
2.2 All tenders are subject to review after 30 days.
2.3 Pricing excludes scaffolding, transporting items upstairs, should any scaffolding be required additional costs will apply.
 

3. GENERAL
3.1 Work will be executed with all possible expedition, but we will accept no responsibility for possible delays caused by conditions beyond our control.
3.2 Except as expressly provided in these Terms of Trade, these Terms of Trade constitute an exclusive statement of the agreement between the Company and the Customer with respect to supply of the Product, despite any provisions to a contrary effect in any of the Customer's order forms or other documents. These Terms of Trade supersede all prior arrangements written or oral.
3.3 The Company may change these Terms of Trade at any time in writing but not so as to affect orders to the extent that delivery has been made.
3.4 The Customer's acceptance of these Terms of Trade in relation to the supply of the Product is signified by the making of an order for the Product. In this respect, the Customer, by making the order, acknowledges that the Customer has read these Terms of Trade as disclosed on our website at: www.delcommercial.com.au. This does not exclude acceptance by other means, including signing a credit application or signing any like acknowledgement.
3.5 Unless otherwise agreed in writing, any Product supplied by the Company are part of an ongoing supply under these terms and conditions.
3.6 Shop drawings will not be provided until a check measure has been completed by one of Del’s staff, should shop drawings be required prior to check measure to which will be required to be redrawn there will be an additional hourly fee charged.
 

4. PRICE
4.1 Orders will be supplied at the price prevailing at the date of delivery.
4.2 In addition to the price, the Customer shall pay any GST that is payable thereon and the invoice total is inclusive of GST.
4.3 Unless otherwise stated, all prices quoted are exclusive of freight delivery costs, insurance, and other charges in relation to the transfer of the Product from the premises of the Company to the location designated by the Customer all of which charges shall be payable by the Customer.
 

5. ORDERS
5.1 the Company shall be under no obligation to accept the whole or part of any order, unless otherwise agreed by the Company.
 

6. PAYMENT SCHEDULE
6.1 In the absolute discretion of the Company and as directed by it, the price shall be paid by the Customer in cash, credit card, electronic funds transfer (EFT) or by cheque in the following manner:
a. 10% payable on acceptance of a quotation provided by the Company.
b. 30% payable upon notification by the Company in writing to the Customer that the materials required for the Product are required.

to be ordered. Please note that payment of the 30% is required before the Company will place the order for the materials.
c. 40% payable upon notification by the Company in writing that
the Company is ready to install the Product; and
d. 20% payable on completion.
6.2 The Company will issue a tax invoice for each of the above payment instalments and payment must be made by the Customer within seven (7) days of being supplied with a tax invoice by the Company.
6.3 Credit terms will only be available, at the Company's absolute discretion, upon approval of a written application for this purpose. The application for credit will contain or annex such financial information and documents as the Company may require. The Company will treat this information in a confidential manner and in accordance with its Privacy Policy. As a condition of providing credit, the Company may require the provision of personal guarantees or other forms of security.
6.4 If any payment in respect of the sale of Product is not made in full
6.5 within the agreed period, the Company is entitled to:
a. terminates any agreement arising under Terms of Trade and any other.
contract the Company may have with the Customer.
b. refuse to make any further delivery of Product including refusing.
to deliver Product ordered by the Customer.
c. demand and receive immediate payment of any invoice in respect of
an agreement arising under these Terms of Trade whether payment.
is then due or not; and
d. Recover possession of all Product to which it has retained title under.
clause 8.
6.6 All losses, expenses, and costs, including legal fees on an indemnity basis, consequent upon the Customer's failure to pay on.
the due date, are recoverable from the Customer by the Company.
6.7 Interest will be charged on overdue accounts at a rate equivalent to the interest rate prescribed by section 100 of the Civil Procedure Act 2005 (NSW) or any replacement thereof, until payment of the debt plus all costs, charges and expenses which may be incurred by the Company are recovered.
 

7. DELIVERIES
7.1 Unless otherwise agreed, the Customer will bear the costs of delivery of the Product at premises nominated by the Customer.
7.2 Delivery may be made by the Company or its contractors or agents.
7.3 Delivery shall be deemed to have been made on receipt by the Company's authorised carrier of a delivery note signed by a representative of the Customer or loading onto the Customer’s nominated carrier.
7.4 The Customer shall provide secure and suitable off-loading facilities at the premises so as to facilitate the safe and timely off-loading of the Product.
7.5 Where the Customer is not a Consumer, the Company shall not be liable for any loss or damage, including consequential loss, suffered by the Customer arising from or related to any late delivery or failure to make delivery of an order whether in whole or in part and whether there exists a breach of contract or negligence or breach of any other obligation whatsoever.
7.6 Every endeavour will be made by the Company to complete delivery within the period, if any, stated but no liability can be accepted by the Company for delay in delivery or non-delivery.
 

8. RISK AND TITLE
8.1 The Product shall be at the Customer's risk from delivery by the Company or its third-party supplier.
8.2 Without limiting the generality of clause 8(a), all transit/carriage of the Product shall be at the Customer’s risk whether from the Company to the Customer or the third party to the Company or the third party to the Customer and whether such transit/carriage is arranged by the Company, the third party or the Customer.
8.3 The Customer, within 24 hours of request, shall give the Company instructions as to delivery or collection of the Product.
8.4 Notwithstanding that the risk in the Product may have passed to the Customer, the Company and the Customer agree that, where the Customer is not a Consumer, ownership of the Product shall not pass until:
a. the Customer has paid the Company all amounts owing for the particular Product; and
b. the Customer has met all other obligations due by the Customer to the Company in respect of all contracts between the Company and the Customer.
8.5 Receipt by the Company 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 and until then the Company’s ownership or rights in respect of the Product shall continue.
8.6 It is further agreed that, where the Customer is not a Consumer:
a. the Product shall be kept separate and identifiable until the Company shall have received payment and all other obligations of the Customer are met; and
b. until such time as ownership of the Product shall pass from the Company to the Customer, the Company may give notice in writing to

the Customer to return the Product or any of them to the Company. Upon such notice, the rights of the Customer to obtain ownership or any other interest in the Product shall cease; and
c. the Company shall have the right of stopping the Product in transit.
whether or not delivery has been made; and
d. If the Customer fails to return the Product to the Company then the Company or the Company’s agent may (as the invitee of the Customer) enter upon and into land and premises owned, occupied or used by the Customer, or any premises where the Product are situated and take possession of the Product; and
e. the Customer is liable for any loss or damage incurred by removal of the Product by the Company due to the Customer failing to pay in full for the Product; and
f. the Customer is only a bailee of the Product and, until such time as the Company has received payment in full for the Product, then the Customer shall hold any proceeds from the sale or disposal of the Product, up to and including the amount the Customer owes to the Company for the Product, on trust for the Company; and
g. the Customer shall not deal with the money of the Company in any way which may be averse to the Company; and
h. the Customer shall not charge the Product in any way nor grant nor otherwise give any interest in the Product while they remain the property of the Company; and
i. the Company can issue proceedings to recover the price of the Product sold notwithstanding that ownership of the Product may not have passed to the Customer; and
j. until such time that ownership in the Product passes to the Customer, if the Product are converted or incorporated into other Product, the parties agree that the Company’s security interest will continue in accordance with the PPSA.
 

9. WARRANTIES, GUARANTEES AND CONDITIONS
9.1 All implied guarantees, warranties and conditions are excluded to the maximum extent permitted by law.
9.2 To the maximum extent permitted by law, the Company is not liable for:
9.3 any loss or damage to the Product resulting from any action or omission on the part of the Company, or the employees, contractors, or agents of the Company; or
9.4 any special, consequential, direct, or indirect loss and damage incurred by the Customer.
9.5 The Customer shall examine the Product after completion and immediately inform the Company of any alleged defect in the Product. To the maximum extent permitted by law, the Company shall have no liability to the Customer for any defect that visual examination would ordinarily reveal unless the Company receives written notification within two (2) business days from the date of delivery.
9.6 To the maximum extent permitted by law, Clauses 9(d) and (e) constitutes the Customer's sole remedy in the respect of the supply.
9.7 Where the Customer buys the Product as a Consumer, these Terms of Trade shall be subject to any laws or legislation governing the rights of Consumers and shall not affect the Consumer’s statutory rights. The Company refers each such Consumer to the Consumer Guarantee Guide at the following link: https://consumer.gov.au/consumers-and-acl/other-consumer-protections/new-south-wales
9.8 In the event of a breach of an implied guarantee, condition or warranty which cannot by law be excluded or modified, including any guarantee, condition or warranty implied by the Competition and Consumer Act 2010, the Company's liability shall at the Company's option be limited to:
9.9 the repair or replacement of the Product or the supply of equivalent Product; or the cost of such repair, replacement, or supply.
9.10 Nothing in these Terms of Trade is intended to have the effect of contracting out of any applicable provisions of the Competition and Consumer Act 2010 (“CCA”) or the Fair Trading Acts (“FTA”) in each of the States or Territories of Australia (including any substitute to those Acts or re-enactment thereof), except to the extent permitted by those Acts where applicable.
9.11 The Company shall not be responsible for damage or fault in performance arising out of incorrect or inappropriate operation of the Product by the Customer. The Customer acknowledges that the Company gives no warranty as to fitness of the Product for its intended application of the Customer and that the Customer has relied entirely upon its own evaluation thereof.
9.12 The Customer warrants that it has not relied upon any representations made by the Company which has not been stated expressly in this agreement or upon descriptions or illustrations or specifications contained in any document including any catalogues or publicity material supplied by the Company.
9.13 To the extent that the Product or any component part thereof is supplied to the Company by a third party, the warranty offered by the Company in relation to the Product or the component part thereof (as applicable) shall be limited to the Company’s right of redress if any

against the third party supplier arising out of any alleged fault/defect in the Product or component part thereof.
9.14 All Product sold by the Company carrying a warranty period are subject to the manufacturer’s terms and conditions of warranty.
 

10 CREDIT
10.1 No Product may be returned to the Company or credit allowed for such return without the prior written approval of the Company.
10.2 Any application by the Customer to return Product and receive a credit shall be in writing and shall state the reason for the return and the action requested by the Customer on the part of the Company.
 

11. TERMINATION
11.1 Where the Customer is not a Consumer, the Company may, in addition to any other course of action available to it, elect to terminate any agreement made pursuant to these terms and conditions by notice in writing to the Customer if an Event of Termination occurs.
11.2 On termination, all invoices rendered by the Company are payable immediately.
 

12 PERSONAL PROPERTY SECURITIES ACT 2009 (“PPSA”)
12.1 This clause only has application where the Customer is not a Consumer.
12.2 In this clause:
12.3 financing statement has the meaning given to it by the PPSA.
12.4 financing change statement has the meaning given to it by the PPSA.
12.5 security agreement means the security agreement under the PPSA created between the Customer and the Company by these terms and conditions; and
12.6 security interest has the meaning given to it by the PPSA.
12.7 Upon agreeing to these Terms of Trade, the Customer acknowledges and agrees that these Terms of Trade:
a. constitutes a security agreement for the purpose of the PPSA; and
b. creates a security interest in:
c. all Product previously supplied by Company to the Customer (if any).
d. All Product that will be supplied in the future by the Company to the Customer.
12.8 The Customer undertakes to:
12.9 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 the Company may reasonably require to:
12.10 register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register.
a. register any other document required to be registered by the PPSA; or
b. correct a defect in a statement referred to in clause 13(c)(I) i or 13(c)(i) ii.
12.11 indemnify, and upon demand reimburse, the Company for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Product charged thereby.
12.12 not register, or permit to be registered, a financing statement or a financing change statement in relation to the Product in favour of a third party without the prior written consent of the Company; and
12.13 immediately advise the Company of any material change in its business practices of selling the Product which would result in a change in the nature of the proceeds derived from such sales.
12.14 The Product is collateral for the purposes of the PPSA.
12.15 The Company and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions and that neither the Company nor the Customer will disclose information of the kind specified in section 275(1) of the PPSA.
12.16 The Customer hereby waives its rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
12.17 The Customer waives its rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
12.18 Unless otherwise agreed to in writing by the Company, the Customer waives its right to receive a verification statement in accordance with section 157 of the PPSA.
12.19 The Customer shall unconditionally ratify any actions taken by the Company under clauses 13(c) to 13(e).
 

13. CORPORATION
13.1 In the event of the Customer purporting to be a corporation, each of the persons who have signed this quote as Directors/Secretary of and on behalf of the corporation:
a. warrants that the corporation has been incorporated, and
b. Shall be personally liable under these Terms of Trade both jointly and severally as if they had been named herein as the Customer.
13.2 In the event that the Customer is a corporation and in the event that the corporation fails for any reason to adhere to these Terms of Trade in accordance with the terms and conditions hereof, the Directors/Secretary of that corporation who have signed these Terms of Trade on behalf of the corporation (“the Guarantor”) do hereby guarantee the due performance of the corporation in relation to the punctual payment of all moneys payable by the Customer under these Terms of Trade and the
due and punctual performance of all other obligations pursuant to the terms and conditions hereof in every aspect as if they had personally entered into these Terms of Trade themselves.
13.3 This guarantee is a continuing guarantee and cannot be abrogated, prejudiced, or discharged by any waiver by the Company or by any other matter.
13.4 This guarantee is deemed to constitute a principal obligation between the Guarantor and the Company.
 

14. MEDIA
14.1 Del Commercial Joinery reserve the right to obtain photographs obtained by Del or advertised / supplied by builder / 3rd party for advertising purposes such as website (www.delcommercial.com.au), Social media etc.
14.2 Upon awarding of project to Del Commercial Joinery Pty Ltd we reserve the right to list project on Estimate one company page.
14.3 Should builder / 3rd party list photographs or advertisements showcasing joinery / products installed by Del Commercial Joinery we reserve the right to obtain and reuse photographs etc.
14.4 Should Del not be permitted to advertise completed project the company / builder / 3rd party must advise Del in writing.
Please complete below to confirm you have received and read above terms.

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