Terms & Conditions

1. Contract:

All Goods supplied, and services provided by Doormax Ltd are sold on these terms and conditions (“Terms”).

2. Delivery, Risk of Loss and Receipt of Goods:

Risk of loss or damage to the Goods will pass to the Customer on delivery to the Customer’s proposed destination.

3. Termination:

Both Parties have the right to immediately terminate these Terms should an Event of Default occur.

4. Payment and Credit:

Payment terms are subject to Doormax credit approval. Doormax may require payment of a deposit before Doormax starts manufacturing. The balance must be paid prior to dispatch or installation unless the Customer has provided credit references that are satisfactory to Doormax, in which case the balance must be paid within 30 days.

5. Interest and costs:

Doormax may charge Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at the Supplier’s sole discretion such interest shall be compound monthly at such a rate) after as well as before any judgment.

19.2 If the Client owes the Supplier any money the Client shall indemnify the Supplier from and against all costs and disbursements incurred by the Supplier in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, the Supplier’s collection agency costs, and bank dishonor fees).

6. Retention of Title:

Despite any other provision of this Contract, but subject to any compulsory law, full legal and equitable title to and property in the Goods does not pass to the Customer until Doormax has received payment in full in cleared funds for those particular Goods and payment in full of all other money owing by the Customer on any other account, whether or not that account relates to the sale of Goods, in either case including any applicable GST and interest. Despite any other provision of this Contract, risk in the Goods passes to the Customer immediately upon delivery and the Goods must be paid for notwithstanding their loss, destruction or damage however caused. If the Customer fails to comply with any of these Terms by Doormax, without notice, may take possession of the Goods which were the subject of this reservation of title, or trace the proceeds of their sale (as applicable) and recover the full amount owing to Doormax together with any interest and costs. The Customer must, to the extent reasonably possible, hold the Goods supplied by Doormax separately from other Goods held by the Customer and marked in a way that makes it clear that they are Doormax property pending payment in full of all monies herein mentioned. Doormax may, without prejudice to any of its other rights and without notice, retake and resume

possession of any of the Goods which remains of its property and for that purpose, by its employees or agents, enter the Customer’s premises, or any other such place as the Goods may be, without liability for trespassing or any resulting damage, if:

(a) there is a breach of any contract between Doormax and the Customer.

(b) any of the Events of Default mentioned in the Schedule occur; or

(c) the Customer parts with possession of any of the Goods except by way of sale to its own customers in the ordinary course of its business.

Doormax may recover the price of the Goods by action and may apply to wind up or bankrupt the Customer, if the Goods are not paid for within Doormax usual credit terms, even though property in the Goods has not passed to the Customer. Consistently with the Customer’s intended use of the Goods, the Customer must keep the Goods in such condition as the Goods were in when supplied, or in such closest condition as can be reasonably maintained. The provisions of this clause 6 will apply irrespective of any arrangement under which Doormax provides the Customer with credit. These provisions apply to the extent of any inconsistency between the two.

7. Security Interest:

The Customer acknowledges that:

This Commercial Credit Agreement constitutes a security agreement for the purposes of the PPSA.

The Applicant acknowledges and agrees that Doormax may register on the Register any security interest it obtains in personal property of the Applicant and the Applicant agrees to do all things necessary to facilitate that registration, including: (a) providing verification of any information relating to the Applicant if required by Doormax; and (b) promptly signing any further documents and/or providing any further information (such information to be complete, accurate and up-todate in all respects) which Doormax may reasonably require to ensure the security interest is registered on the Register.

To the extent permitted by law, the Applicant irrevocably waives any rights it may have under sections 114(1)(a), 116, 120(2), 121, 125, 127, 129 131, 133 and 134 of the PPSA.

The Applicant waives its rights under the PPSA to receive a verification statement.

Upon request by Doormax, the Applicant will reimburse Doormax for any costs incurred by Doormax in registering, preserving and or enforcing its rights under the PPSA.

Terms used in clauses of these Terms of Credit have the meaning given to them in the PPSA

8. Warranty:

For Goods not manufactured by the Supplier, the warranty shall be the current warranty provided by the manufacturer of the Goods. The Supplier shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.

To the extent permitted by statute, no warranty is given by the Supplier as to the quality or suitability of the Goods for any purpose and any implied warranty, is expressly excluded. The

Supplier shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof however arising.

The conditions applicable to the warranty given on Goods supplied by the Supplier are contained on the “Warranty Card” that will be supplied with the Goods.

Doormax warrants that the Goods will conform to the Specifications and will be properly installed. If there is a defect in installation (the “Services”) or non-conformance with the Specifications or non-compliance with a Consumer Guarantee of which Doormax receives notification from the Customer within twelve months of installation, Doormax will at its discretion do one or more of the following:

a) replace the affected Goods or supply equivalent Goods or Goods of an identical type.

b) repair the affected Goods or pay the cost of having the affected Goods repaired; pay the

cost of replacing the affected Goods or acquiring equivalent Goods.

c) refund to the Customer any money paid by the Customer for the affected Goods and an

amount equal to the value of any other consideration provided by the Customer for the

affected Goods supply the Services again or pay for the reasonable cost of supplying the

Services again.

Doormax does not guarantee that facilities for the repair of and parts for the Goods will be available after twelve months of installation. The twelve-month warranty period may be extended at Doormax’ sole discretion if the Goods are serviced annually by Doormax (service costs are available on request).

The Competition and Consumer Act 2010 (“CC Act”) confers a few mandatory guarantees in relation to certain agreements (“Consumer Guarantees”) and provides a number of remedies in relation to noncompliance’s with Consumer Guarantees (“Consumer Remedies”). Nothing in this clause 8 excludes or limits the application of any Consumer Guarantee or Consumer Remedy where to do so:

– would contravene the jurisdiction, or CC Act or any other law of a relevant

– cause any part of this clause to be void.

Subject to the above, the Customer hereby waives and Doormax disclaims, all other guarantees and warranties, whether written or oral, express or implied

9. Limitation of Liability and Remedies:

Doormax liability is limited to the extent described in clause 8 above.

Notwithstanding clause 8 above in no event will Doormax be liable for any of the following: actual loss or direct damage that is not listed in clause 8 above, damage for loss relating

to the Customer’s procurement of substitute products, incidental, special,economic or consequential damages.

10. Termination:

Doormax may immediately terminate these Terms if an Event of Default occurs.

An Event of Default occurs if:

(a) the Customer fails to pay any monies due and that failure is not remedied within 14 days after receiving a notice from Doormax requesting the breach to be remedied: or

(b) the Customer breaches any other Term and does not remedy that breach within 14 days after receiving a notice from the non-defaulting party requesting the breach to be remedied: or

(c) the Customer becomes insolvent or bankrupt; or

(d) a notice of deregistration of defaulting party under the Corporations Act is given to or in respect of a party; or

(e) a petition has been presented against the Customer, an order made, a

resolution passed or a meeting summoned or convened to consider a resolution for its winding up

If the Customer purports to terminate an Order after acceptance of Doormax Quote, Doormax shall be entitled to accept that alleged termination as a repudiation of the Order and shall be entitled to retain or charge to the Customer twenty five percent (25%) of the purchase price being reasonable’

11. Acceleration of Payment:

All money which the Customer owes Doormax for Goods (including amounts which would not otherwise be payable until a later date) will become immediately due and payable if the Customer, is a company and an application is made to wind up the Customer or a Receiver, Receiver and Manager, Official Manager, Agent for Mortgagee or an Administrator is appointed in respect of any part of the Customer’s property, or an Inspector is appointed to investigate any of its affairs; or makes an arrangement or composition with its creditors or proposes to do so; or is unable to pay its debts as they fall due; or ceases or threatens to cease to carry on its business; or has execution levied against any of its assets; or has a mortgagee enter, or seek to enter into possession of any of its assets. pre-estimate of its loss and damage plus a reasonable amount for work already undertaken.

12. Severance:

If any provision of this Agreement shall be held to be invalid or in any way unenforceable, it shall be severed, and the remaining provisions shall not in any way be affected or impaired and this Agreement shall be construed as to nearly give effect to the parties’ intention when it was originally executed.

13. Jurisdiction:

These Terms will be governed by, take effect and be construed in accordance with the laws in force.