Terms and Conditions

1. Definitions

1.1 "TDF" shall mean Taylors Doors & Frames Pty Ltd, its successors and assigns or any person acting on behalf of and with the authority of Taylors Doors & Frames Pty Ltd.
1.2 "Customer" shall mean the Customer (or any person acting on behalf of and with the authority of the Customer) as described on any quotation, work authorisation or other form as provided by TDF to the Customer.
1.3 "Guarantor" means that person (or persons) who agrees to be liable for the debts of the Customer on a principal debtor basis.
1.4 "Goods" shall mean all Goods supplied by TDF to the Customer (and where the context so permits shall include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work authorisation or any other forms as provided by TDF to the Customer.
1.5 "Services" shall mean all Services supplied by TDF to the Customer and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).
1.6 "Price" shall mean the Price payable for the Goods as agreed between TDF and the Customer in accordance with clause 4 of this contract.

2. The Commonwealth Trade Practices Act 1974 ("TPA") and Fair Trading Acts ("FTA")

2.1 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the TPA or the FTA in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable.

3. Acceptance

3.1 Any instructions received by TDF from the Customer for the supply of Goods and/or the Customer's acceptance of Goods supplied by TDF shall constitute acceptance of the terms and conditions contained herein.
3.2 Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable for all payments of the Price.
3.3 Upon acceptance of these terms and conditions by the Customer the terms and conditions are binding and can only be amended with the written consent of TDF.
3.4 The Customer shall give TDF not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer or any change in the Customer's name and/or any other change in the Customer's details (including but not limited to, changes in the Customer's address, facsimile number, or business practice). The Customer shall be liable for any loss incurred by TDF as a result of the Customer's failure to comply with this clause.
3.5 Goods are supplied by TDF only on the terms and conditions of trade herein to the exclusion of anything to the contrary in the terms of the Customer's order notwithstanding that any such order is placed on terms that purport to override these terms and conditions of trade.

4. Price and Payment

4.1 At TDF's sole discretion the Price shall be either:
- (a) as indicated on invoices provided by TDF to the Customer in respect of Goods supplied; or
- (b) TDF's quoted Price (subject to clause 4.2) which shall be binding upon TDF provided that the Customer shall accept TDF's quotation in writing within thirty (30) days. Any quotation made by TDF shall not be construed as an offer or obligation to sell and accordingly TDF reserves the right to accept or reject at its discretion any orders which it may have received. All orders and/or acceptance of the quotation must be confirmed in writing prior to manufacture commencing.
4.2 TDF reserves the right to change the Price in the event of a variation to TDF's quotation.
4.3 At TDF's sole discretion a non-refundable deposit may be required.
4.4 At TDF's sole discretion:
- (a) payment shall be due prior to delivery of the Goods; or
- (b) payment for approved Customers shall be due thirty (30) days following the end of the month in which a statement is posted to the Customer's address or address for notices.
4.5 Time for payment shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due seven (7) days following the date of the invoice.
4.6 Payment will be made by cash, or by cheque, or by bank cheque, or by credit card (plus a surcharge of up to five percent (5.0%) of the Price), or by direct credit, or by any other method as agreed to between the Customer and TDF.
4.7 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.
4.8 Any dispute for any item on TDF's invoice must be made to TDF immediately on the Customer's receipt of the invoice in question.

5. Delivery of the Goods

5.1 At TDF's sole discretion delivery of the Goods shall take place when:
- (a) the Customer takes possession of the Goods at TDF's address; or
- (b) the Customer takes possession of the Goods at the Customer's nominated address (in the event that the Goods are delivered by TDF or TDF's nominated carrier); or
- (c) the Customer's nominated carrier takes possession of the Goods in which event the carrier shall be deemed to be the Customer's agent.
5.2 At TDF's sole discretion the costs of delivery are in addition to the Price and, where applicable, charged to the Customer's account.
5.3 The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged then TDF shall be entitled to charge a reasonable fee for redelivery.
5.4 Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this agreement.
5.5 TDF may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
5.6 The failure of TDF to deliver shall not entitle either party to treat this contract as repudiated.
5.7 TDF shall not be liable for any loss or damage whatsoever due to failure by TDF to deliver the Goods (or any of them) promptly or at all, where due to circumstances beyond the control of TDF.

6. Risk

6.1 If TDF retains ownership of the Goods nonetheless, all risk for the Goods passes to the Customer on delivery.
6.2 Where the Customer expressly requests TDF to leave Goods outside TDF's premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Customer's sole risk and it shall be the Customer's responsibility to ensure the Goods are insured adequately or at all.
6.3 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, TDF is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by TDF is sufficient evidence of TDF's rights to receive the insurance proceeds without the need for any person dealing with TDF to make further enquiries.
6.4 Where TDF is delivering the Goods to the Customer's nominated address, the Customer shall ensure that TDF has clear and free access to the nominated address to enable them to deliver the Goods. TDF shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of TDF.
6.5 It shall be the Customer's responsibility to ensure all details are correct on TDF's quotation prior to acceptance and/or orders to suit the requirements of the project. Any changes to profiles, hardware and/or components are subject to variations, as per clause 4.2.
6.6 In the event TDF prepares a materials list or order (etc) from specifications or information provided by the Customer, TDF shall not be responsible, or liable, for its accuracy or completeness.
6.7 The Customer acknowledges that all doors must be primed and double top coated in a light, reflective colour immediately upon installation.

7. Title

7.1 TDF and the Customer agree that ownership of the Goods shall not pass until:
- (a) the Customer has paid TDF all amounts owing for the particular Goods; and
- (b) the Customer has met all other obligations due by the Customer to TDF in respect of all contracts between TDF and the Customer.
7.2 Receipt by TDF 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 TDF's ownership or rights in respect of the Goods shall continue.
7.3 It is further agreed that:
- (a) where practicable the Goods shall be kept separate and identifiable until TDF shall have received payment and all other obligations of the Customer are met; and
- (b) until such time as ownership of the Goods shall pass from TDF to the Customer TDF may give notice in writing to the Customer to return the Goods or any of them to TDF. Upon such notice the rights of the Customer to obtain ownership or any other interest in the Goods shall cease; and
- (c) TDF shall have the right of stopping the Goods in transit whether or not delivery has been made; and
- (d) if the Customer fails to return the Goods to TDF then TDF or TDF'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 Goods are situated and take possession of the Goods; and
- (e) the Customer is only a bailee of the Goods and until such time as TDF has received payment in full for the Goods then the Customer shall hold any proceeds from the sale or disposal of the Goods, up to and including the amount the Customer owes to TDF for the Goods, on trust for TDF; and
- (f) the Customer shall not deal with the money of TDF in any way which may be adverse to TDF; and
- (g) the Customer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of TDF; and
- (h) TDF can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Customer; and
- (i) until such time that ownership in the Goods passes to the Customer, if the Goods are converted into other products, the parties agree that TDF will be the owner of the end products.

8. Personal Property Securities Act 2009 ("PPSA")

8.1 In this clause:
- (a) financing statement has the meaning given to it by the PPSA;
- (b) financing change statement has the meaning given to it by the PPSA;
- (c) security agreement means the security agreement under the PPSA created between the Customer and TDF by these terms and conditions; and
- (d) security interest has the meaning given to it by the PPSA.
8.2 Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that these terms and conditions:
- (a) constitute a security agreement for the purposes of the PPSA; and
- (b) create a security interest in:
  - (i) all Goods previously supplied by TDF to the Customer (if any);
  - (ii) all Goods that will be supplied in the future by TDF to the Customer.
8.3 The Customer undertakes to:
- (a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which TDF may reasonably require to:
  - (i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
  - (ii) register any other document required to be registered by the PPSA; or
  - (iii) correct a defect in a statement referred to in clause 8.3(a)(i) or 8.3(a)(ii);
- (b) indemnify, and upon demand reimburse, TDF 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 Goods charged thereby;
- (c) not register a financing change statement in respect of a security interest without the prior written consent of TDF;
- (d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in favour of a third party without the prior written consent of TDF; and
- (e) immediately advise TDF of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
8.4 TDF 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.
8.5 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.
8.6 The Customer waives its rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
8.7 Unless otherwise agreed to in writing by TDF, the Customer waives its right to receive a verification statement in accordance with section 157 of the PPSA.
8.8 The Customer shall unconditionally ratify any actions taken by TDF under clauses 8.3 to 8.5.

9. Defects

9.1 The Customer shall inspect the Goods on delivery and shall within seven (7) days of delivery (time being of the essence) notify TDF of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford TDF an opportunity to inspect the Goods within a reasonable time following such notification if the Customer believes the Goods are defective in any way. If the Customer shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which TDF has agreed in writing that the Customer is entitled to reject, TDF's liability is limited to either (at TDF's discretion) replacing the Goods or repairing the Goods except where the Customer has acquired Goods as a consumer within the meaning of the Trade Practices Act 1974 (CWlth) or the Fair Trading Acts of the relevant state or territories of Australia, and is therefore also entitled to, at the consumer's discretion either a refund of the purchase price of the Goods, or repair of the Goods, or replacement of the Goods.
9.2 Goods will not be accepted for return other than in accordance with 9.1 above.

10. Warranty

10.1 TDF certifies that the door frames supplied to the Customer are in accordance with normal industry standards of manufacture and/or to the Customer's specifications.
10.2 Subject to the conditions of warranty set out in clause 10.3, TDF warrants that if any defect in any workmanship of TDF becomes apparent and is reported to TDF within twelve (12) months of the date of delivery (time being of the essence) then TDF will either (at TDF's sole discretion) replace or remedy the workmanship.
10.3 The conditions applicable to the warranty given by clause 10.1 are:
- (a) the warranty shall only be applicable for fire rated and solid core doors supplied by TDF.
- (b) the warranty shall exclude any:
  - (i) door with a vision panel or air grill exceeding forty percent (40%) of the total surface area or more than fifty percent (50%) of door height.
  - (ii) Blockboard door, which are known to exhibit problems with ëshowthrough', bowing, twisting, and warping.
  - (iii) door where a vision panel or air grill is installed less than 150mm from any edge of the door.
  - (iv) door special custom manufactured to the Customer's specifications; including, but not limited to, oversized doors.
  - (v) door painted in a dark gloss or semi gloss colour.
  - (c) the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
  - (i) failure on the part of the Customer (or Customer's agent) to properly install the Goods (including, but not limited to, excessive trimming of a door exposing the internal core of the door, or water infiltration on doors not properly sealed on all surface).
  - (ii) failure on the part of the Customer to properly maintain the Goods (including, but not limited to, removal of accumulated debris and maintaining the door surface).
  - (iii) failure on the part of the Customer to follow any instructions or guidelines provided by TDF.
  - (iv) the misuse of the Goods (including, but not limited to, using a door on part of a building without providing adequate overhang ñ which depends on a typical weather conditions of the area where the door is to be used; but at the very minimum means an overhang projecting a distance from the structure equal to one half distance between the bottom of the door and the bottom of the overhang at the point which is the farthest from the door ñ or an appropriate finish colour.
  - (v) slight expansion and contraction of the door, due to changes in temperature and humidity.
  - (vi) any use of any Goods otherwise than for any application specified on a quote or order form.
  - (vii) the continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user.
  - (viii) fair wear and tear, any accident or act of God.
- (d) the warranty shall cease and TDF shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without TDF's consent.
- (e) in respect of all claims TDF shall not be liable to compensate the Customer for any delay in either replacing or remedying the workmanship or in properly assessing the Customer's claim.
- (f) the warranty shall take effect from the date of the final invoice.

11. Intellectual Property

11.1 The Customer warrants that all designs or instructions to TDF will not cause TDF to infringe any patent, registered design or trademark in the execution of the Customer's order and the Customer agrees to indemnify TDF against any action taken by a third party against TDF in respect of any such infringement.
12. Default and Consequences of Default
12.1 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 TDF's sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
12.2 In the event that the Customer's payment is dishonoured for any reason the Customer shall be liable for any dishonour fees incurred by TDF.
12.3 If the Customer defaults in payment of any invoice when due, the Customer shall indemnify TDF from and against all costs and disbursements incurred by TDF in pursuing the debt including legal costs on a solicitor and own client basis and TDF's collection agency costs.
12.4 Without prejudice to any other remedies TDF may have, if at any time the Customer is in breach of any obligation (including those relating to payment) TDF may suspend or terminate the supply of Goods to the Customer and any of its other obligations under the terms and conditions. TDF will not be liable to the Customer for any loss or damage the Customer suffers because TDF has exercised its rights under this clause.
12.5 If any account remains overdue after thirty (30) days then an amount of the greater of twenty dollars ($20.00) or ten percent (10%) of the amount overdue (up to a maximum of two hundred dollars ($200.00)) shall be levied for administration fees which sum shall become immediately due and payable.
12.6 Without prejudice to TDF's other remedies at law TDF shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to TDF shall, whether or not due for payment, become immediately payable in the event that:
- (a) any money payable to TDF becomes overdue, or in TDF's opinion the Customer will be unable to meet its payments as they fall due; or
- (b) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
- (c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

13. Security and Charge

13.1 Despite anything to the contrary contained herein or any other rights which TDF may have howsoever:
- (a) where the Customer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Customer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to TDF or TDF's nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Customer and/or the Guarantor acknowledge and agree that TDF (or TDF's nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met.
- (b) should TDF elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Customer and/or Guarantor shall indemnify TDF from and against all TDF's costs and disbursements including legal costs on a solicitor and own client basis.
- (c) the Customer and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint TDF or TDF's nominee as the Customer's and/or Guarantor's true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 13.1.

14. Cancellation

14.1 TDF may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Customer. On giving such notice TDF shall repay to the Customer any sums paid in respect of the Price. TDF shall not be liable for any loss or damage whatsoever arising from such cancellation.
14.2 In the event that the Customer cancels delivery of Goods the Customer shall be liable for any loss incurred by TDF (including, but not limited to, any loss of profits) up to the time of cancellation.
14.3 Cancellation of orders for Goods made to the Customer's specifications or non-stocklist items will definitely not be accepted, once production has commenced.

15. Privacy Act 1988

15.1 The Customer and/or the Guarantor/s (herein referred to as the Customer) agree for TDF to obtain from a credit reporting agency a credit report containing personal credit information about the Customer in relation to credit provided by TDF.
15.2 The Customer agrees that TDF may exchange information about the Customer with those credit providers either named as trade referees by the Customer or named in a consumer credit report issued by a credit reporting agency for the following purposes:
- (a) to assess an application by the Customer; and/or
- (b) to notify other credit providers of a default by the Customer; and/or
- (c) to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit providers; and/or
- (d) to assess the creditworthiness of the Customer.

The Customer understands that the information exchanged can include anything about the Customer's creditworthiness, credit standing, credit history or credit capacity that credit providers are allowed to exchange under the Privacy Act 1988.

15.3 The Customer consents to TDF being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).
15.4 The Customer agrees that personal credit information provided may be used and retained by TDF for the following purposes (and for other purposes as shall be agreed between the Customer and TDF or required by law from time to time):
- (a) the provision of Goods; and/or
- (b) the marketing of Goods by TDF, its agents or distributors; and/or
- (c) analysing, verifying and/or checking the Customer's credit, payment and/or status in relation to the provision of Goods; and/or
- (d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Customer; and/or
- (e) enabling the daily operation of Customer's account and/or the collection of amounts outstanding in the Customer's account in relation to the Goods.
15.5 TDF may give information about the Customer to a credit reporting agency for the following purposes:
- (a) to obtain a consumer credit report about the Customer;
- (b) allow the credit reporting agency to create or maintain a credit information file containing information about the Customer.
15.6 The information given to the credit reporting agency may include:
- (a) personal particulars (the Customer's name, sex, address, previous addresses, date of birth, name of employer and driver's licence number;
- (b) details concerning the Customer's application for credit or commercial credit and the amount requested;
- (c) advice that TDF is a current credit provider to the Customer;
- (d) advice of any overdue accounts, loan repayments, and/or any outstanding monies owing which are overdue by more than sixty (60) days, and for which debt collection action has been started;
- (e) that the Customer's overdue accounts, loan repayments and/or any outstanding monies are no longer overdue in respect of any default that has been listed;
- (f) information that, in the opinion of TDF, the Customer has committed a serious credit infringement (that is, fraudulently or shown an intention not to comply with the Customers credit obligations);
- (g) advice that cheques drawn by the Customer for one hundred dollars ($100) or more, have been dishonoured more than once;
- (h) that credit provided to the Customer by TDF has been paid or otherwise discharged.

16. Building and Construction Industry Security of Payments Act 1999

16.1 At TDF's sole discretion, if there are any disputes or claims for unpaid Goods and/or Services then the provisions of the Building and Construction Industry Security of Payments Act 1999 may apply.
16.2 Nothing in this agreement is intended to have the affect of contracting out of any applicable provisions of the Building and Construction Industry Security of Payments Act 1999 of New South Wales, except to the extent permitted by the Act where applicable.

17. Customer's Disclaimer

17.1 The Customer hereby disclaims any right to rescind, or cancel any contract with TDF or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Customer by TDF and the Customer acknowledges that the Goods are bought relying solely upon the Customer's skill and judgment.

18. General

18.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
18.2 If any provisions of these terms and conditions are inconsistent with the PPSA, the PPSA shall prevail to the extent of that inconsistency.
18.3 These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales and are subject to the jurisdiction of Manly local court.
18.4 TDF shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by TDF of these terms and conditions.
18.5 In the event of any breach of this contract by TDF the remedies of the Customer shall be limited to damages which under no circumstances shall exceed the Price of the Goods.
18.6 The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by TDF nor to withhold payment of any invoice because part of that invoice is in dispute.
18.7 TDF may license or sub-contract all or any part of its rights and obligations without the Customer's consent.
18.8 The Customer agrees that TDF may review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which TDF notifies the Customer of such change.
18.9 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
18.10 The failure by TDF to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect TDF's right to subsequently enforce that provision.

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Terms and Conditions