These Terms and Conditions of Sale apply to all goods, merchandise and services supplied by Decor Systems Australia and its associated and subsidiary companies (together, “DSA”) to any person, firm or company placing an order with DSA (the “Customer”). They form the entire agreement between DSA and the Customer in relation to the supply of those goods and services, unless otherwise agreed in writing by both parties.

GENERAL

1. A quotation issued by DSA is an invitation to treat only and does not constitute a binding offer.

2. All orders are subject to these Terms and Conditions. Any variation to these Terms and Conditions must be agreed in writing by both parties. Further, no additional or inconsistent terms are binding unless agreed in writing by both DSA and the Customer.

3. These terms and conditions are governed by the laws of New South Wales, Australia.

4. If any provision of these terms and conditions is unenforceable, illegal or void, that provision is severed and the other provisions remain in force.

5. Any terms included in a purchase order or other document issued by the Customer do not apply to the extent they are inconsistent with these Terms and Conditions, unless DSA expressly agrees to them in writing.

6. If the Customer cancels or changes an order for made-to-order goods, special goods, or standard goods requiring special materials after DSA has accepted the order, DSA may charge the Customer for any reasonable costs already incurred in connection with that order, including materials acquired, labour performed and tooling costs up to the date of cancellation or change.

7. Prices are exclusive of GST unless stated otherwise. The Customer must pay DSA any GST and any other taxes, duties or government charges payable in connection with the supply, except to the extent those amounts are already included in the price or are imposed on DSA’s net income.

8. Decor Systems reserves the right to display images of completed works in their marketing material.

PRICING

9. Quoted prices are valid for thirty (30) days from the date of quotation, unless the quotation states otherwise. After that period, DSA may revise pricing by giving reasonable notice before accepting a new order or variation.

10. Prices are quoted ex-DSA store and exclude delivery, freight, insurance and unloading unless stated otherwise.

11. Any specifications, quantities or sizes stated in a quotation or order are based on information provided by the Customer or obtained from trade sources and are indicative only. They do not replace the Customer’s responsibility to carry out an accurate take-off and confirm that the ordered products are suitable for, and comply with, the project requirements and specifications.

TERMS OF PAYMENT

12. Unless otherwise agreed in writing, invoices are payable within thirty (30) days from the date of invoice. DSA may assess and set credit limits or require payment in advance, acting reasonably and on notice where practicable.

13. The Customer must pay all undisputed amounts when due. If the Customer disputes an invoice in good faith, it must notify DSA promptly and pay the undisputed portion pending resolution of the dispute.

14. DSA may charge reasonable, properly disclosed fees for special payment methods, replacement documents or additional account processing requested by the Customer. Any such fee will be notified before it is charged, unless otherwise permitted by law.

15. If the Customer fails to make payment in accordance with Terms of Payment, DSA shall be entitled to:

a) Require full payment prior to delivery of any further goods;

b) Charge interest on overdue amounts at 1.75% per month, calculated daily, or the maximum rate permitted by law (whichever is lower), from the due date until payment is received in full.

c) Recover from the Customer any reasonable external costs actually incurred by DSA in collecting overdue amounts, including debt collection agency fees and legal costs, to the extent permitted by law.

d) Suspend further deliveries or cancel any undelivered order if the Customer remains in default after reasonable notice and an opportunity to remedy, unless immediate action is reasonably required to protect DSA’s legitimate interests.

e) If DSA requires a deposit, the amount and payment timing will be stated in the quotation, order confirmation or invoice. Unless otherwise stated in writing, deposits are refundable less any reasonable costs already incurred by DSA in relation to the order.

DELIVERY

16. The Customer shall be responsible for the cost of any delivery made ex-DSA store. If DSA is requested to arrange for delivery of products beyond the store, the Customer shall pay the delivery charges stipulated by DSA from time to time. DSA shall in all cases be entitled to choose the method of transport.

17. Any delivery date or time quoted by DSA is an estimate only. DSA will use reasonable efforts to meet estimated delivery dates but is not liable for delay except to the extent liability cannot lawfully be excluded or limited.

18. The Customer shall not be relieved of any obligation to accept or pay for goods by reason of any delay in delivery or any strike, lockout, unavailability of materials, accidents to machinery, differences with workmen, breakdowns, shortages of supplies or labour, fires, floods, storm or tempest, transport delays, acts of God, restrictions or intervention imposed by any laws, regulations, governments or agencies thereof and any other cause beyond the control of DSA or any other cause whatsoever.

19. If the Customer advises at the time of mutually agreed date(s) for completed products they are unable (for any reason) to take delivery of products, the Customer has 30 days from this date to take delivery, otherwise payment will be required under dispatch terms i.e. payment on cash before delivery, or payment under approved credit terms. Furthermore, Decor also reserves the right to charge Storage Fees and Interest on Outstanding Amounts on products not delivered 30 days after completion.

20. DSA’s delivery obligation is satisfied when the goods leave DSA’s premises for delivery to the Customer, the Customer’s nominated carrier, agent or delivery address. The Customer is responsible for unloading on delivery. If the Customer is unable or unwilling to accept delivery when the goods are ready, DSA may charge reasonable delay, storage, transport and related costs. DSA may make and invoice partial deliveries, and each partial delivery is treated as a separate supply.

INSPECTION

21. The Customer must inspect the goods as soon as reasonably practicable after delivery and notify DSA in writing of any apparent shortage, damage, defect or faulty product within two (2) business days after delivery, or within any longer period required by law. If the Customer does not notify DSA within that period, DSA may decline the claim to the extent the issue was apparent on reasonable inspection and the delay has prejudiced DSA’s ability to verify or remedy it. This clause does not limit any non-excludable rights or remedies.

PROPERTY AND RISK

22. Title to the goods remains with DSA until DSA receives payment in full for the relevant goods and any other amounts due to DSA under the same supply arrangement, subject to applicable law. If a payment is later avoided by law, title will be treated as if that payment had not been made.

23. The risk in the goods shall pass to the Customer upon delivery to the Customer or his agent or to a transport company nominated by the Customer.

24. The Customer acknowledges that it is in possession of the goods solely as a bailee for DSA until payment has been made in full to DSA and until such payment:

a) The Customer shall be fully responsible for any loss or damage to the goods whatsoever and howsoever caused following delivery;

b) The Customer shall store the goods separately from its own goods and those of any other party and in a manner which clearly identifies the goods, whether as separate chattels or as components, as the property of DSA; and

c) The Customer shall maintain records of goods owned by DSA identifying them as DSA’s property, of the persons to whom the goods are sold or disposed to and of the payments made by such persons for such goods. The Customer shall allow DSA to inspect these records and the goods themselves on request.

25. To the extent permitted by law, if title in the goods has not passed and the Customer is in default, the Customer authorises DSA, its employees and agents, to enter premises lawfully and at reasonable times to recover the goods, provided DSA gives reasonable notice where practicable and acts without unnecessary damage or disruption. DSA may then deal with the recovered goods in a commercially reasonable manner.

26. The Customer shall be at liberty to agree to sell the goods (independently or affixed to other materials) subject to the condition that until payment has been made in accordance with the Terms of Payment, the Customer shall sell as an agent and bailee for DSA and that the entire proceeds from the sale thereof shall be held in a separate account on trust for DSA.

27. The right to on-sell, deal or otherwise dispose of the goods in the normal course of trade may be revoked at any time by DSA and shall automatically cease if a Receiver is appointed over any of the assets on the undertaking of the Customer or if a winding up order is made against the Customer or if the Customer goes into voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation) or administration or calls a meeting of, or makes any arrangement or composition with, creditors or commits any act of bankruptcy or where the Customer is in default of any of its obligations to DSA.

WARRANTY

28. In addition to any rights that cannot lawfully be excluded, DSA will pass on to the Customer the benefit of any manufacturer or supplier warranty that DSA is entitled to pass on, to the extent permitted by the terms of that warranty.

LIMITATION OF LIABILITY

29. These Terms and Conditions of Sale do not exclude, restrict or modify the application of any provisions of any Commonwealth, State or Territorial Law which by law cannot be excluded, restricted or modified.

30. To the extent permitted by law, DSA is not liable for loss, damage or delay caused by events outside its reasonable control. DSA is also not liable for removal or reinstallation costs unless DSA has expressly agreed in writing to bear those costs or liability cannot lawfully be excluded.

31. While Decor undertakes all necessary care and precaution when supplying products and accessories that are fit for purpose, adjustments to the products or accessories may be required on site due to circumstances on site of which Decor would not have been aware prior to the production of the products.

SALE TO NON-CONSUMERS

32. To the extent permitted by law, and where the goods or services are not acquired for personal, domestic or household use or consumption, DSA’s liability for breach of any non-excludable guarantee or condition is limited, at DSA’s option, to one or more of the following: replacement of the goods, supply of equivalent goods, repair of the goods, payment of the cost of replacing or repairing the goods, re-supply of the services, or payment of the cost of having the services supplied again. DSA is not liable for consequential, indirect or special loss except to the extent liability cannot lawfully be excluded.

FORCE MAJEURE

33. DSA shall not be liable for any failure or delay in supply or delivery of the goods where such failure or delay is wholly or partly due to any cause or circumstance whatsoever outside the reasonable control of DSA including, but not limited to, war, strikes, lockouts, industrial disputes or unrest, government restrictions or intervention, transport delays, fire, act of God, breakdown of plant, shortage of supplies or labour, storm or tempest, theft, vandalism, riots, civil commotions or accidents of any kind.

TERMINATION

34. If the Customer materially breaches these Terms and Conditions and fails to remedy that breach within a reasonable time after notice, or becomes insolvent, enters external administration or a receiver, controller, administrator, liquidator or similar insolvency representative is appointed, DSA may suspend further supply, cancel any undelivered order, and exercise any other rights available at law, including recovery of unpaid goods where permitted.

RETURNS

35. Made-to-order and special goods are non-returnable except to the extent required by law or otherwise agreed by DSA in writing. Other goods may only be returned with DSA’s prior written approval and may be subject to a reasonable restocking or handling charge. Return freight and other return-related expenses are payable by the Customer unless otherwise agreed or required by law. Returned goods must be accompanied by the relevant invoice details and any required return authority.

GOVERNING LAW

36. These Terms and Conditions are governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them.

SERVICE OF DOCUMENTS

37. Any notice or document required under these Terms and Conditions may be given by hand, pre-paid post or email to the recipient’s last notified address or email address, subject to any mandatory requirements of applicable law.

STATEMENT OF DEBT

38. A certificate signed by a director, secretary, financial controller or credit manager of DSA stating the amount owing by the Customer is prima facie evidence of that amount, unless the Customer proves otherwise.

ELECTRONIC COMMUNICATIONS

39. The customer agrees to accept service of notices under the Building and Construction Industry Security Of Payment Act 1999 (NSW) – or equivalent Act(s) in other states- via e-mail (in addition to any and all other forms of service authorised under the Act (including section 31 of the Act), or regulations made pursuant to the Act).

40. In addition to delivery in person or via post, the customer agrees to have all communications invoices sent via email.

41. The Customer agrees that email communications from DSA to the Customer constitute an “electronic communication” within the meaning of the Electronic Transactions Act 2000 (NSW).

42. The Customer agrees that in agreeing to receive invoices via email, and the service of notices under the Building And Construction Industry Security Of Payment Act 1999 (NSW) – or equivalent Act(s) in other states- via email, the Customer is in both instances designating “an information system for the purpose of receiving electronic communications” within the meaning of the Electronic Transactions Act 2000 (NSW).

43. An email sent by DSA is taken to be received when it becomes capable of being retrieved by the Customer at the nominated email address, unless the sender receives an automated message indicating delivery has failed or applicable law provides otherwise.

PERSONAL PROPERTY SECURITIES REGISTER

44. PPSA means the Personal Property Securities Act 2009. PPSR means the Personal Property Securities Register. The terms used in this clause have the same meaning as under the PPSA. The buyer acknowledges and agrees that:

a) These terms and conditions constitute a security agreement and create a security interest in favour of the seller in all goods previously supplied by the seller to the buyer, and in all future goods supplied.

b) Any purchase on credit terms of retention of title supply will constitute a purchase money security interest.

c) The goods supplied by the seller to the buyer are architectural panel lining systems.

d) The buyer will execute documents and do all further acts as may be required by the seller to register the security interest granted to the seller under this agreement.

e) The buyer will indemnify and reimburse the seller for all expenses incurred in registering and maintaining a financial statement of financing change statement on the PPSR.

f) The buyer will 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 consent of the seller.

g) The buyer will provide the seller with no less than seven (7) days prior written notice of any proposed change in the buyer’s details including name, address, contact details and business practice.

h) The buyer waives and rights that the buyer may have to the extent permitted under section 115 of the PPSA. The buyer also agrees to waive the right to receive the verification statement pursuant to section 157 of the PPSA.

i) All goods supplied by the Seller to the Buyer are made in accordance with the Building and Construction Industry Security of Payment Act 199 No 46.

OTHER TERMS

45. Manufacturing Tolerance Decor manufactures their products to a tolerance in size of approximately 1mm in length and width and a maximum 2mm difference in the diagonals.

46. Shop Drawing Revisions Quotations include one shop drawing submission and one amendment free of charge. Further revisions will be regarded as a variation and charged at $350/hour+ GST. To meet delivery schedule(s) all documentation must be supplied at time of order. Decor will not be liable for changes that are made as a result of information not supplied.

47. Standard lead times are six to eight (6 -8) weeks from confirmation of details and/ or approval of shop drawings until the date of dispatch, depending on finish and construction requirements. Lead times are all subjective to confirmation.

48. Prototypes/Special Samples Custom samples supplied before an order is placed will be invoiced separately and deducted from the remainder of the order.

49. Approval and changes in writing:

a) Production can only commence on approval, and changes to specifications or shop drawings must be confirmed in writing;

b) Any changes made to cutting lists or shop drawings, or additional products or accessories requested after details have been submitted to production must be confirmed in writing;

c) Changes advised more than 48 hours after approval to begin production will incur an administration charge of $550 + GST in addition to costs of changes made to products already in production. These changes may also affect the delivery date of the products.

d) If a production batch is to be split on request because site measurements are not available, an extra charge of $1,250 + GST per additional batch plus cost of delivery.

e) If a shop drawing is to be split on request because of an area being on hold, an extra charge of $500 + GST per additional shop drawing applies.

50. Where practical, DSA recommends that the Customer consider ordering additional or replacement products as contingency stock for on-site damage, on-site variations in design or future replacement needs. If replacement products are required:

a) Replacement or additional products required will be replaced at the original m2 rate but with a $500 + GST set up and packaging charge plus cost of delivery. Dispatch date for these products will be advised once production lead times are determined.

51. Clear or raw finishes to products manufactured in their raw state are by their very nature inconsistent in colour and finish. In the event that a clear or raw finish is required, Decor Systems cannot guarantee a consistent colour or finish. Variations from sheet to sheet should be anticipated.

52. Due to the inherent characteristics of natural timber veneer species, some veneers can be more difficult to machine and minor chipping or splitting may occur. While every care is taken during processing, we cannot guarantee that the face of the panel will be entirely free from machining-related impact. As a genuine timber product, natural variation in colour, tone, and grain is to be expected both within and between panels in the same order, and this is outside the control of DSA.

53. If any materials supplied by DSA require rectification after installation by the Customer, including removal and re-supply or repair to bring the materials into conformity with the applicable specification, this clause applies:

a) The Customer must not remove, repair or otherwise interfere with the installed materials without DSA’s prior written agreement. Unless DSA agrees otherwise in writing, and subject to any rights that cannot lawfully be excluded, DSA is not liable for the Customer’s costs of removing installed materials, carrying out repair or remedial works, or inspecting, testing, sorting, rejecting or returning materials.

FSC® CORE LABOUR REQUIREMENTS POLICY STATEMENT

Decor Systems has ensured its operations meet all of the FSC® core labour requirements. These include:

The prohibition on the use of child labour, except in identified circumstances:

• We know and understand the statutory legal minimum ages of employing children in each State of our operation, the school leaving age and any other conditions that apply;
• Those under 18 only conduct hazardous or heavy work within the context of an approved apprenticeship or traineeship and
• We ensure that at all times, any person employed between the ages of 15 and 18 is paid according to the relevant modern award/EBA and that such employment is not harmful to their health or development.

The prohibition on all forms of forced labour:

• We do not restrict workers, withhold funds for payment of obligations (unless required by law – e.g. Child Support payments), withhold passports or identification documents from them;
• All employees are recruited into roles and paid minimum rates as prescribed by the relevant modern award/EBA;
• All employees are verified to have the right to live and work in Australia under the relevant visa, residency or citizenship requirements.

Ensuring our workplace is free from all forms of discrimination:

• We strive to have a diverse workforce in terms of age, ethnicity, gender and other characteristics;
• When recruiting for roles, we select the best candidate for the role without discrimination;
• We ensure all employees are presented with equal opportunity to apply for other internal roles, promotions, salary increases and advancement;
• We maintain a strict anti-discrimination policy in compliance with Australian Law.

Allowing our workers the right to Freedom of Association and Collective Bargaining.

• We comply with the provisions of the Fair Work Act 2009 in relation to Freedom of Association and Collective Bargaining and the other general protections afforded in Australia;
• Employees have the right to join or refuse to join a worker organization without sanction or undue influence;
• Employees have the right to be represented by a registered industrial organisation in accordance with the Act;
• Employees have the right to bargain collectively and participate in industrial activity in accordance with the Act.

In all circumstances, we have implemented whichever is the highest requirement - whether it be Australian Law or the FSC® Standard into our operation. To ensure compliance, we have completed a self-assessment and keep records to demonstrate compliance. The implementation of our commitment is then independently audited by our Certification Body annually.