Terms and Conditions of Trade

By placing an order, making payment, or accepting delivery of Goods from Retail Shelving Australia, the Customer acknowledges having read, understood and agreed to be bound by these Terms and Conditions of Trade. These terms form a binding agreement between the parties and accompany every quotation and invoice issued by the Supplier.

Part A — Definitions and Interpretation

1. Definitions

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

Customer means the person, company, trust, partnership or entity purchasing or ordering Goods from the Supplier, together with its officers, employees, agents and successors.

GST has the meaning given by A New Tax System (Goods and Services Tax) Act 1999 (Cth) and associated legislation.

Goods means all products, equipment, display fixtures, shelving and related items that the Supplier supplies or agrees to supply to the Customer.

Owner means Retail Shelving Australia (Affordable Shop Fittings Pty Ltd) (ACN 691 511 056; ABN 28 691 511 056).

Retained Goods means Goods in which the Supplier retains property and title under clause 14.

Special Order means an order for Goods that the Supplier does not hold as standard stock and which requires specific manufacturing, importation or procurement to fulfil.

Supplier means Retail Shelving Australia (Affordable Shop Fittings Pty Ltd) (ACN 691 511 056; ABN 28 691 511 056), trading from 2/18-24 Loam Street, Acacia Ridge QLD 4110.

Website means https://retailshelvingaustralia.com.au/ together with any related subdomains or web properties the Supplier operates.

2. Interpretation

2.1 These terms govern all sales, quotations and supply of Goods by the Supplier to the Customer. Where the Customer holds no separate written terms of trade with the Supplier, these terms govern the transaction in full.

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

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

2.4 The singular includes the plural and the plural includes the singular. 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 an order, or refuse to take delivery of Goods ordered, without first obtaining the Supplier's written consent.

3.3 All orders depend on availability. Where Goods originally ordered are unavailable, the Supplier may substitute equivalent Goods of equal or better quality, provided it gives the Customer reasonable notice.

3A. Order Cancellation and Remedies (Standard Orders)

The cancellation and remedy provisions below apply to every order not classified as a Special Order. The amounts stated are a genuine pre-estimate of the Supplier's loss and are not penalties.

3A.1 Cancellation before processing. Where the Customer cancels before the Supplier has begun picking, packing or processing, the Supplier may charge a cancellation and administration fee of up to ten percent (10%) of the total order value, covering administrative cost, stock reservation and lost opportunity.

3A.2 Cancellation during processing. Where the Customer cancels after the Supplier has begun 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; and (b) all labour, packaging and material costs actually incurred up to the point of cancellation.

3A.3 Refused delivery. Where the Customer refuses to take delivery, fails to have someone available to receive it, or directs the carrier to return the Goods, the Customer is 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 fee if the Customer later asks for re-delivery.

3A.4 Failed delivery attempts. Where delivery cannot be completed because the Customer has not provided adequate access, unloading facilities or an authorised person to receive the Goods, the Supplier may charge a failed delivery fee and arrange re-delivery at the Customer's cost. The Supplier may hold the Goods in storage while re-delivery is arranged.

3A.5 Abandoned orders. Where the Customer does not respond to the Supplier's communications about collection, delivery or an outstanding balance for more than thirty (30) days, the Supplier may treat the order as abandoned. The Supplier may then, at its discretion: (a) dispose of, resell or otherwise deal with the Goods; and (b) apply any payments received first against all fees, charges and costs incurred, refunding any remaining balance to the Customer. Where those payments do not cover the Supplier's costs, the Customer remains liable for the shortfall.

3A.6 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 to pursue full recovery.

3A.7 Refund of balance. Where a cancellation 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.8 Supplier's remedies. Without limiting any other right or remedy available to it 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 exercise any one or more of the following at its discretion:

(a) withhold or suspend dispatch of undelivered Goods, including Goods on other orders;

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

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

(d) cancel unfulfilled orders or quotations;

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

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

(g) set off any amounts owed.

4. Quotations

4.1 A quotation issued by the Supplier remains valid for seven (7) days from its date of issue unless stated otherwise in writing.

4.2 The Customer must check the quotation attachment carefully, including invoicing details, delivery address and items (type, quantity and colour). Where the delivery address differs from the invoicing address, the Customer must tell the Supplier.

4.3 A quotation is not an offer and does not bind the Supplier until the Supplier confirms acceptance in writing or processes the Customer's payment.

4.4 The Supplier reserves the following rights in relation to any quotation or order:

(a) Price variations. The Supplier may vary the price quoted where:

(i) the value of the Australian Dollar, exchange rates, or rates of tax, duty or tariff affecting the cost of supply move between the date of quotation and the date of delivery;

(ii) product specifications change without prior notice to the Supplier, increasing the cost of acquiring the Goods;

(iii) the Customer asks for supply in non-standard packs, or in quantities below the minimum the Supplier has advised.

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

(c) Rescission of the agreement where:

(i) Goods or raw materials are unavailable within thirty (30) days of the Customer's acceptance;

(ii) the Supplier's own supplier amends the product specification without prior notice, making the Goods unsuitable for the Customer's purposes.

Part C — Special Orders

5. Special Order Terms

The terms below apply in addition to the rest of these Terms and Conditions on every Special Order. A Special Order is an order for Goods the Supplier does not hold as standard stock, including custom-manufactured items, custom sizes, non-standard finishes, and products manufactured, imported or procured specifically for the Customer's order.

5.1 Non-refundable deposit. Because of the nature and scale of Special Orders, which commit the Supplier to significant resources including manufacturing activation, overseas procurement and shipping arrangements, a non-refundable deposit of fifty percent (50%) of the total order value is payable before the Supplier begins processing. This deposit is strictly non-refundable.

5.2 Lead times, sea freight and customs clearance. Manufacturing lead times, sea freight schedules and customs clearance timeframes quoted or communicated by the Supplier are estimates given in good faith. Firm lead times cannot be guaranteed, given circumstances including manufacturing delays, port congestion, shipping disruption, customs processing delays, force majeure events and supply chain interruption.

5.3 Modifications to active Special Orders. Modifications, changes or variations the Customer requests to an active Special Order, including changes to specification, quantity, colour, dimensions or delivery requirements, may attract additional cost and extend production and shipping lead times. The Supplier will provide an updated quotation covering any additional cost before implementing the modification, and the Customer must approve that quotation in writing before the modification proceeds.

5.4 Balance payment. The remaining fifty percent (50%) of the total order value, together with any additional cost arising under clause 5.3, is payable in full before dispatch or collection.

5.5 Cancellation of Special Orders. Once the deposit has been paid and the Supplier has begun processing the order, including activating production or placing procurement orders, the Customer may not cancel without the Supplier's written consent. Where the Supplier consents, the Customer forfeits the deposit and may be liable for: (a) additional costs the Supplier has already incurred in connection with the order; and (b) a restocking and reallocation fee of up to fifteen percent (15%) of the total order value, compensating the Supplier for lost opportunity, stock reservation and reallocation costs.

5.6 Classification. The Supplier will advise the Customer in writing, including by email or on the face of the quotation, where an order is a Special Order. The Customer will be asked to sign a Special Order Acknowledgment Form before the order is processed.

Part D — Delivery and Risk

6. Delivery

6.1 For orders placed by 3:00 p.m. AEST, the Supplier will generally dispatch in-stock Goods within one (1) to five (5) business days. Delivery times on all other orders are confirmed once the order is received.

6.2 Unless agreed otherwise in writing, the Customer authorises the Supplier to arrange delivery of Goods ordered at the Customer's cost. Where the Supplier pays those delivery costs, the Customer agrees to reimburse the full amount on demand.

6.3 Transit times are approximately two to three (2–3) working days for Brisbane 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 and remote towns and areas. These are estimates only.

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

6.5 Dispatch timing is approximate. The Supplier's warehouse handles many orders, including bulky products. Orders are dispatched by payment date and follow standard warehouse procedure covering picking, checking, quality control and packing or crating. Some orders need special packaging or crating, which may add preparation time.

6.6 Delivery dates the Supplier provides are estimates given in good faith. Time is not of the essence in relation to delivery.

6.7 The Supplier is not liable for delay in delivery caused by matters beyond its reasonable control, including acts of God, civil or military authority, fire, strike, flood, epidemic, pandemic, quarantine restriction, war, riot, civil commotion, natural disaster, government sanction, supply chain disruption, acts of the Customer, or delay in transportation. Where such a delay occurs, the delivery date is extended by a period equal to the delay.

6.8 To the maximum extent permitted by law, the Supplier's liability for delay or non-delivery is excluded, and is otherwise limited to supplying or replacing 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 materially increases its cost of acquiring, manufacturing, importing or delivering the Goods, including increases in raw material costs, shipping and freight charges, currency movement, tariffs, duties or insurance premiums, the Supplier may adjust the price by written notice to the Customer. Within seven (7) days of receiving that notice the Customer may elect to: (a) accept the adjusted price and proceed; or (b) cancel the order without liability, except for any non-refundable deposit paid on a Special Order, which remains non-refundable.

6.10 Commercial impracticability. Where a force majeure event makes fulfilment of an order commercially impracticable, as distinct from impossible, the Supplier may cancel the order without liability by written notice. The Supplier will then refund payments received, less any non-refundable Special Order deposit and less costs it has already reasonably incurred, within fourteen (14) business days of the cancellation notice.

7. Brisbane Metropolitan 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 present at the delivery address to receive and sign for the delivery.

7.3 Items over 25kg require unloading assistance. A forklift or additional personnel may be needed at the Customer's cost.

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

7.5 All necessary packaging materials, including pallets, form part of the delivery and cannot be taken away by the courier.

7.6 Where a re-delivery is needed because the Customer did not receive the original delivery, a re-delivery fee applies.

8. Deliveries Outside Brisbane and Interstate

8.1 The Supplier will email tracking numbers once the order is booked 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 on dispatch from the Supplier's premises.

9.2 The Customer must inspect all Goods immediately on receipt. The Supplier accepts no liability for any claim concerning the Goods unless notified in writing within seven (7) days of delivery or receipt of the Goods, whichever is later.

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

Part E — Collection and Pick-Up

10. Personal Pick-Up

10.1 Collection hours are Monday to Friday, 9:30 a.m. to 4:00 p.m.

10.2 Orders are prepared on arrival, so the Customer may need to wait while the order is put together.

10.3 Some products arrive loose or unpackaged. The Customer is responsible for bringing a suitable vehicle and transport materials to carry the Goods safely.

10.4 Bulk orders cannot be collected on demand and must be scheduled with the Supplier in advance.

11. Pick-Up Using the Customer's Own Courier

11.1 Collection hours are Monday to Friday, 9:30 a.m. to 4:00 p.m.

11.2 The Customer must wait for the Supplier to advise 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.

Part F — Payment

12. Payment Terms

12.1 The Customer must pay the Supplier the full invoiced amount, including GST, transport, freight, delivery, service, hiring and finance fees or charges, strictly on invoice, unless alternative payment terms are agreed in writing. The Customer waives any right to set off an amount it claims the Supplier owes.

12.2 Payment is made by bank transfer. Funds must clear before dispatch or collection. Payment receipts should be emailed to enquiries@retailshelvingaustralia.com.au.

12.4 Where the Customer fails, refuses or neglects to pay an amount within the agreed terms:

(a) the Supplier may repossess the invoiced Goods and recover any remaining balance;

(b) the Customer must pay or reimburse the Supplier's recovery costs of whatever nature, including legal costs on a solicitor and own client basis, mercantile costs covering fees, expenses, disbursements and 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.

13. Charge over Property

13.1 The Customer charges all freehold and leasehold interests in land, and all personal property it holds whether presently owned or later acquired, with payment of all monies due to the Supplier from time to time, including recovery and collection costs.

13.2 The Customer agrees to execute and deliver, on demand, the security instruments the Supplier requires, including Bills of Mortgage, Bills of Sale, Corporation Mortgage Debentures or caveats. Where the Customer does not do so, it irrevocably appoints the Supplier, and any Manager, Secretary, Credit Manager or Solicitor of the Supplier, as its attorney to execute and register those instruments on its behalf.

Part G — Ownership and Retention of Title

14. Retention of Title

14.1 Property and title in the Goods do not pass to the Customer until the Supplier has received payment in full for those Goods and for every other amount the Customer owes on any account. Until then:

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

(b) the Customer holds Retained Goods as fiduciary bailee and agent for the Supplier, and must store them separately and in a way that clearly identifies them as the Supplier's property.

15. Possession of Retained Goods

15.1 On demand by the Supplier, which may be made at any time the Customer defaults in an 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, to recover Retained Goods. In doing so the Supplier and its authorised representatives may use all reasonable force and are not trespassers. The Customer gives this authority irrevocably.

15.3 The Supplier may also take copies of, or extracts from, the Customer's records relating to Goods supplied.

16. Security Interest and the PPSA

16.1 The Customer acknowledges that these Terms and Conditions create a security interest, as defined in the Personal Property Securities Act 2009 (Cth) ("PPSA"), in all Goods the Supplier supplies or agrees to supply to the Customer, and in the proceeds of those Goods.

16.2 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 agrees to give the Supplier the assistance and information it reasonably requires to complete that registration.

16.3 To the extent permitted by section 157 of the PPSA, 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 that security interest.

16.4 To the extent permitted by the PPSA, the Customer waives its rights under the following provisions:

(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).

16.5 To the extent permitted by the PPSA, the Customer agrees that the Supplier need not comply with sections 123, 126, 128, 129, 130 and 132 of the PPSA.

16.6 The Customer must not register, or allow to be registered, a financing statement or financing change statement over the Goods in favour of a third party without the Supplier's prior written consent.

16.7 The Customer must notify the Supplier in writing immediately if a third party claims a security interest in any Goods the Supplier has supplied.

Part H — Assembly and Installation

17. Flat Pack and Kit Form Products

17.1 Some products, including gondola units, stands, counters, glass cabinets and glass or acrylic countertops, are supplied in flat pack or kit form and require assembly.

17.2 The Supplier strongly recommends that the Customer engage a skilled tradesperson or handyman for assembly, or otherwise ensure that whoever carries out the installation has relevant experience. The Customer must make sure appropriate tools are on hand.

17.3 The Supplier accepts no liability for damage to the Goods, to the Customer's premises, or to any other property caused during assembly or installation by the Customer, the Customer's employees, or any third party engaged by or for the Customer. Installation carried out by the Supplier is dealt with in clause 17A.

17A. Installation Services

The Supplier offers installation as a separate service. Installation is not included in the price of the Goods and is not provided unless separately quoted and accepted.

17A.1 Availability. Installation is available in Brisbane and surrounding areas. Outside that area the Supplier supplies Goods only, unless it agrees otherwise in writing.

17A.2 Separate quotation. Where the Customer requires installation, the Supplier will issue a separate quotation setting out the scope and price. The Customer must accept that quotation in writing before installation is scheduled or carried out. The Customer is under no obligation to accept it and may arrange its own installer.

17A.3 Scope. The Supplier's installation obligations are limited to the work described in the accepted installation quotation. Work beyond that scope is a variation, is separately quoted, and must be approved in writing before it proceeds.

17A.4 Site readiness. Before the Supplier attends, the Customer must ensure that:

(a) the site is safe, clear and accessible for delivery and installation;

(b) floors, walls and structure are suitable and able to carry the Goods;

(c) any permits, approvals or consents required have been obtained;

(d) accurate site measurements and specifications have been provided to the Supplier; and

(e) power and lighting are available where the work requires them.

17A.5 Rescheduled attendance. Where the Supplier attends and cannot carry out the work because the site is not ready or access is unavailable, the Supplier may reschedule and charge for both the attendance and the re-attendance.

17A.6 Standard of work. The Supplier will carry out installation with due care and skill, within a reasonable time.

17A.7 Completion. The Customer should inspect the completed installation and raise any concerns with the Supplier promptly. The Supplier will rectify defects in its own installation work.

17B. Installation by Others

17B.1 Where installation is carried out by the Customer, the Customer's employees, or a contractor engaged by the Customer, the Supplier is not liable for loss, damage, injury, death, cost or expense arising out of or in connection with that work, including:

(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; or

(f) delay in completing installation, or failure to complete it.

17B.2 Referrals. Where the Supplier refers the Customer to an independent installer, that referral is a convenience only. The installer is an independent contractor and is not an employee, agent, partner or subcontractor of the Supplier. The Customer contracts with the installer directly, pays them directly, and engages them at its own risk. A referral is not an endorsement or warranty of the installer's qualifications, licensing, insurance, pricing, availability or workmanship.

17B.3 Indemnity. The Customer indemnifies and holds harmless the Supplier, its directors, officers, employees and agents 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 installation carried out by the Customer, the Customer's employees, or a contractor engaged by the Customer. This indemnity does not extend to installation carried out by the Supplier.

17C. Warranty Boundaries

17C.1 Any warranty the Supplier provides on the Goods covers manufacturing defects only, and does not extend to:

(a) damage caused during or resulting from transport, handling or assembly by the Customer or a third party;

(b) issues arising from site conditions, including uneven floors, unsuitable walls, inadequate structural capacity, moisture or environmental factors;

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

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

(e) installation carried out by a person other than the Supplier that does not follow the Supplier's specifications, guidelines or assembly instructions where provided; or

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

17C.2 Nothing in this Part limits the consumer guarantees that apply under clause 20, including the guarantees that services be supplied with due care and skill and within a reasonable time.

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 and obtain a Return Authorisation Number (RA#). Returns must be lodged within seven (7) days of the original invoice date.

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

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

18.4 No refund or exchange is available on Special Order items unless the manufacturer deems them faulty.

19. Damage, Defects and Loss in Transit

19.1 A complaint about damage, short delivery, loss in transit or defect must be made in writing within seven (7) working days of the Customer receiving the invoice for that delivery or receiving the Goods, whichever is later.

19.2 Where a complaint is not made within that time, 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 the Goods the subject of a valid complaint, in whole or in part. To the extent permitted by law, all statutory and other warranties not expressly set out in these terms are excluded.

20. Australian Consumer Law

20.1 Nothing in these Terms and 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 by any other applicable legislation, where it cannot be excluded, restricted or modified by agreement.

20.2 Where the Supplier is entitled to limit its liability under the Australian Consumer Law, that liability is limited, at the Supplier's option, to: (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

Despite the waiver of any earlier default, an event of default is taken to have occurred, and all monies then outstanding to the Supplier 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 an act of bankruptcy;

(d) a petition is issued or a resolution passed to wind up 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 over the whole or part of the Customer's undertaking;

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

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

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

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

(j) a 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 cannot pay its debts as they fall due;

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

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

22. Notices and Demands

22.1 A statement signed by or for the Supplier by its Manager, Director, accountant or solicitor, and sent by ordinary post or email to the Customer's last known address, is sufficient evidence of the amount due to the Supplier.

22.2 Notices may be given by post, email or hand delivery. A notice sent by post is taken to be received two (2) business days after posting. A notice sent by email is taken to be received on the business day it is sent.

Part K — Ownership and Trust Provisions

23. Ownership Changes

23.1 This agreement is made with the owners and 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 its ownership structure, and indemnifies the Supplier against loss or damage resulting from a failure to give that notice.

24. Trustee Provisions

Where the Customer enters into this agreement as trustee of a trust:

(a) the Customer is 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 extend to the relevant trust assets;

(d) the Customer charges all rights of indemnity against the trust fund or trust property, and warrants that those rights have not been excluded;

(e) the trustees of the trust will not be changed, except on death, unless the Supplier has been given written notice and has consented, such consent not to be unreasonably withheld;

(f) the following powers will not be exercised without written notice to the Supplier and its consent, not to be unreasonably withheld: any power to alter trustees; to advance or distribute capital or income; to vary the terms of the trust; to resettle or vest trust property; or to add beneficiaries;

(g) a breach of trust is a breach of this agreement, entitling the Supplier to exercise all rights and remedies on default;

(h) the Customer warrants that it has obtained, or had the opportunity to obtain, legal advice confirming that the terms of the trust present 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, does not exceed the total price the Customer paid for the Goods giving rise to the claim.

25.2 The Supplier is not liable for indirect, consequential, special or incidental loss or damage, including loss of profit, revenue, business or opportunity, or damage to reputation, arising out of or in connection with the supply of Goods, whether or not the Supplier was advised that such loss was possible.

26. Indemnity

26.1 The Customer indemnifies and holds harmless the Supplier, its directors, officers, employees and agents 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 to process orders, arrange delivery, manage the Customer's account, and send marketing communications where the Customer has consented.

27.2 Personal information is 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 to perform these terms.

27.4 The Customer may access or request correction of its personal information by contacting the Supplier at enquiries@retailshelvingaustralia.com.au.

Part N — Website Terms of Use

28. Website Use

28.1 Content on the Website is general information only. While the Supplier works to keep it accurate and current, it makes no representation or warranty as to the completeness, accuracy or reliability of that content.

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

28.3 The Supplier may modify, update or remove Website content at any time without notice.

Part O — General Provisions

29. Governing Law and Jurisdiction

29.1 These terms are governed by and construed in accordance with the laws of the State of Queensland, Australia.

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

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

30. Severability

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

31. Waiver

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

31.2 A waiver is effective only if it is in writing and signed by the Supplier.

32. Entire Agreement

32.1 These terms, together with any quotation or invoice the Supplier issues, are 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 may amend these terms at any time. Amended terms are published on the Website and apply to orders placed after the date of publication.

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