Standard Terms and Conditions of Sale

Interpretation

1. 'Contract' means the standard trading terms and conditions of sale (which applies to each and every quotation and/or order) and includes any quotation or order.
2. TerraCottem means Strata Corporation Pty Ltd ABN 81 143 293 163
3. 'Customer' means the entity to which TerraCottem enters into this Contract for the sale of Goods.
4. 'Goods' means the goods described in the Quotation or Order and includes replacement goods.
5. 'Order' means a written or verbal order from the customer to TerraCottem.
6. 'Quotation' means a written or verbal quotation provided by TerraCottem to the customer.

Orders

1. Orders for Goods will be binding upon TerraCottem and the Customer. However, TerraCottem reserves the right to accept orders in whole or in part.
2. Once TerraCottem has accepted an order; the Customer may not alter or modify the order without the prior written consent of TerraCottem which shall not be unreasonably withheld.
3. In any event changes to an order cannot be made within 7 days of delivery under any circumstances.

Prices

1. All prices contained in the quotation and/or order will be inclusive of GST. All prices are in Australian dollars and subject to alteration without notice. All invoices are in Australian dollars and must be settled in Australian dollars.
2. All prices are subject to change without notice.

Payment & credit terms

1. Unless otherwise agreed in writing the payment is due by the date indicated on the Tax Invoice.
2. Accounts with overdue balances will automatically have credit withdrawn until all outstanding balances are cleared. TerraCottem reserves the right to charge interest at the rate of 6% on all overdue balances calculated on a daily basis from the due date until such amount is paid.
3. If the Customer defaults in payment of any invoice when due, the customer will indemnify TerraCottem from and against all TerraCottem costs and disbursements including on a solicitor client basis and in addition to TerraCottem nominee's costs of collection on any amounts outstanding.

Delivery of Goods and Risk

1. Delivery of the Goods shall be made to the agreed address. The Customer shall make all the arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
2. The failure of TerraCottem to deliver will not entitle the Customer to treat this Contract as cancelled.
3. TerraCottem will not be liable for any loss or damage whatever due to failure by TerraCottem to deliver the Goods (or any part of them) promptly or at all.
4. All the risk for the Goods passes to the Customer on delivery even if TerraCottem retain ownership.

Retention of Title

1. All Goods remain the property of TerraCottem until the Customer has paid for the Goods in full. If payment is made by cheque, payment is not deemed to have been made until the cheque has been honoured.
2. If the Goods are on-sold by the Customer before payment to TerraCottem, the proceeds of sale will become the property of TerraCottem.
3. If the Goods are not paid for pursuant to clause 4, TerraCottem may give notice in writing to the Customer to return the Goods or any part of them to TerraCottem.
4. TerraCottem may enter the Customer's premises without notice at any time and take possession of the Goods and without being responsible for any damage thereby caused if:
   4. The Customer does not pay for the Goods under clause 4.
   5. The Customer fails to return the Goods upon demand.
   6. A trustee in bankruptcy, administrator, or receiver and manager is appointed over the Customer.
   7. Winding-up proceedings in relation to the customer are commenced; or:
   8. The Customer becomes bankrupt.

Claims

1. The Customer will inspect the Goods on delivery and will within 7 days of delivery notify TerraCottem in writing of any alleged defect, shortage in quantity, errors, omissions or failure to comply with the Order or Quotation.
2. The Customer will afford TerraCottem the opportunity to inspect the Goods within a reasonable time following delivery if the Customer believes the Goods are defective in any way, if the Customer fails to comply with these provisions, the Goods will be deemed to be free from any defect or damage and payment will be owing under this Contract.
3. If TerraCottem agrees in writing that the Customer is entitled to reject the Goods because they are defective:
4. The Goods must have a corresponding invoice number quoted:
5. Freight charges incurred for the return of the Goods being returned is at the expense of the Customer, unless otherwise agreed; and:
6. TerraCottem's liability is limited to replacing, repairing or refunding the value the Goods at its discretion
7. TerraCottem does not warrant that the Goods are fit for any particular purpose or an intended use by the Customer.
8. If the Customer returns the Goods through no fault of TerraCottem or defect in the Goods, TerraCottem may at its absolute discretion:
9. Provide a credit to the value of the Goods (if the Goods are in the same condition as provided by TerraCottem); and
10. Levy a 15% stocking charge exclusive of GST, which may be deducted from the value of the credit.

Limitation of Liability

1. TerraCottem will have no liability whatsoever for any direct or indirect losses, expenses, damages and costs incurred by the Customer caused by any breach by TerraCottem of this Contract or any negligent act or omission.
2. The liability of TerraCottem to the Customer in the event of any breach of this Contract or other cause of action will not exceed the price of the Goods.

Privacy Act 1998

1. The Customer agrees for TerraCottem to obtain from a credit reporting agency and the trade referees a credit report containing personal credit information about the Customer and any additional information required by TerraCottem.
2. TerraCottem may exchange information about the Customer with those trade referees named in the application form for a trading account or named in a consumer credit report issued by reporting agency to:
   1. Assess the Customer's application;
   2. Notify other credit providers of a default by the Customer;
   3. Exchange other information with other credit providers as to the status of the trading account, if the Customer is in default with other credit providers; and
   4. Assess the credit worthiness of the Customer.
3. The customer consents to TerraCottem being given a commercial credit report to collect overdue payment on commercial credit (section 18K (1) h).

General

1. If any provision of these terms and conditions becomes void or unenforceable, it will be severed from this agreement without affecting the enforceability of the other provisions which will continue to have full force and effect.
2. These terms and conditions are governed by the laws of Western Australia and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Western Australia.
3. TerraCottem may terminate or vary this Contract or cancel delivery of Goods at any time before the Goods are delivered by giving written notice. TerraCottem will not be liable for any loss or damage whatever arising from termination or such cancellations.