TERMS & CONDITIONS OF TRADE

OFS OFFICE FURNITURE AND SHELVING SERVICES PTY LTD
T/A OFS OFFICE FURNITURE AND STORAGE SOLUTIONS
ACN 010 053 086
ABN 17 010 053 086
TERMS AND CONDITIONS OF TRADE

Date: January 2005
The following terms and conditions apply to and form part of any contract between Office Furniture and Shelving Services Pty Ltd (the company) and a customer for the supply of goods and services by the Company whether or not quotations are given and how they are given. These terms and conditions replace any previous terms and conditions.

PRICES AND SPECIFICATIONS
1. Prices and specifications are subject to change without notice. All prices are subject to any Federal, State or other taxes in effect at the time of despatch.
2. The customer shall pay forthwith upon demand by the Company any goods and services, consumption, value added or similar tax (GST) or reimburse the Company for any GST paid or payable by the Company in respect of such GST imposed on the Company as supplier with respect to any payment by the customer to the Company of the price or other monies to be paid pursuant to any supply of goods and/or services by the Company to the customer.
3. Import duty (if any) included in any quotation is based on the rates and methods of assessment in force as at the date of quotation. All variations whether arising from statutory amendments, changes of interpretation or classification, or variations in the rates of tax shall be to the customer’s account.
4. Variations in rates of exchange, freight, insurance, duty and cartage on imported equipment or components, affecting the amounts paid by the Company for the actual equipment or components supplied shall be to the customer’s account.
QUOTATIONS
1. Quotations are valid for thirty (30) days from date of writing, unless specified differently in the body of the quotation. The Company may amend, vary or withdraw the quotation at any time.
2. No quotation given by the Company shall constitute an offer. An order placed by a customer (whether or not pursuant to any such quotation) is not binding on the Company unless and until agreed to in writing by the Company.
3. Quotations cover only the work specified therein. Any variation or additional work requested by the customer or resulting from drawing, samples, specifications or authorisations subsequently submitted may be charged extra and be subject to a revised delivery rate. Any such variation or additional work must be agreed to in writing by the Company.
PAYMENT
1. Unless otherwise agreed to in writing all goods will be supplied on a C.O.D. basis. The Company shall be entitled to request payment of a deposit of such amount as it thinks fit prior to the commencement of work on the customer’s order.
2. The extension of credit shall be at the absolute discretion of the Company and where extended shall require payment by net cash within 30 days from end of month.
3. If the customer defaults in the payment of any monies due to the Company, the Company shall be entitled to charge interest on all amounts not paid by the due date for payment. Such interest shall be calculated on a daily basis from the due date for payment until the date the Company received payment at such rate as may be determined by the Company, up to but not exceeding a rate of three percent (3%) per annum above the rate charged by the Company’s Bank on overdrafts in excess of $100,000.00.
DELIVERY
1. Where delivery of the goods is effected by way of part deliveries the Company shall be entitled to invoice the customer for pro rate progress payments in respect thereof.
2. Should the Company agree to defer delivery of any goods at the request of the customer, a storage fee equivalent to 2.0% if the invoiced value thereof shall be payable by the customer for each month of part thereof of that delivery of the goods is so deferred. This charge will be payable per our normal trading terms.
3. The Company shall not be liable for any loss or damage (including consequential loss or damage) arising from delay in delivery or failure to deliver due to circumstances beyond its reasonable control and the customer shall accept and pay for goods notwithstanding late delivery.
4. Possession of and risk in the goods shall pass to the customer at the time goods are loaded onto the vehicle at the Company’s premises (Delivery).
5. Where the Company agrees to carry out delivery of the goods on behalf of the customer, a delivery charge will be incorporated in the unit value and calculated as 5.3% of that amount. Any alteration to the delivery charge will be notified to the customer.
6. The customer shall be responsible for and shall indemnify the Company for loss or damage to the goods from the time of delivery until paid for in full.
7. Shortages in delivery must be reported to the Company within 7 days of the date of receipt of the goods by the customer failing which the Company will not be liable for such shortages nor for any losses which the customer may otherwise sustain.
8. Delivery to third parties may be arranged at the request of the customer subject to acceptance by the Company.
WARRANTY

All implied conditions, warranties and undertakings, other than those implied by Part V of the Trade Practices Act, are hereby expressly excluded. Where the goods are of a kind other than goods ordinarily acquired for personal, domestic or household use, then the Company’s liability for breach of a condition or warranty implied by Part V of the Trade Practices Act is limited, at its option, to nay one or more of the following –

the replacement of the goods or the supply of equivalent goods.

Repair of goods.

The payment of the cost of replacing goods or of acquiring equivalent goods.

The payment of the cost of having the goods repaired.

INDEMNITY

Without prejudice to any other rights the Company may have, the customer unconditionally shall indemnify the Company for an all losses, damage and expenses incurred by the Company should the customer cancel any order or breach any term hereof.

MATERIAL SUPPLIED BY THE CUSTOMER
1. All equipment, materials, property, plans or specifications furnished by or on behalf of the customer to the Company for the purpose of its performing any services or manufacturing any products or goods shall be of suitable specifications and quality for the performance of such services or the manufacture of such products or goods. The Company shall not be liable in any way whatsoever where materials, equipment, goods, plans or specifications supplied by or on behalf of the customer are defective or unsuitable.
2. Where the customer supplies materials or property adequate quantities shall be supplied to cover spoilage. The Company shall not be required to check or count materials or property when received by it unless agreed in writing by the Company. The Company shall be entitled to an additional charge for such counting or checking.
3. Property and materials supplied by or for and on behalf of the customer for use by the Company (including property or materials in transit) are at the customer’s risk and the Company shall not be liable in any way whatsoever for loss or damage to such property or material.
4. The Company may charge for handling and storage of property, materials or equipment supplied by or on behalf of the customer
TITLE

While risk in the goods shall pass on delivery, legal and equitable title shall remain with the Company until full payment for all debts owed to the Company is made. Until payment is made in full the customer will have responsibility as bailee of the goods and will return the goods to the Company if so requested. Notwithstanding the foregoing the customer as fiduciary may sell or deal with the goods in the ordinary course of its business whereupon the bailment shall immediately terminate. The customer shall at all times permit the Company to enter into any premises upon which the goods are situated or stored and remove the goods in the event that the Company is entitled to exercise its rights pursuant to this clause.
DEFAULT

Should the customer fail to make due payment for any goods or service supplied by the Company or commit an act of bankruptcy or by act or omission enable the appointment of a scheme manager, trustee, official manager, receiver and manager, administrator, liquidator or any other person authorised to enter into possession or assume control of any property of the customer pursuant to a mortgage or other security or according to Law the customer shall be in breach of these Terms and Conditions of Trade and the customer acknowledges that, the Company may, without prejudice to any other rights it may have, do any or all of the following –
(i) withdraw any credit facilities which may have been extended to the customer and demand immediate payment of all monies owing to the Company;
(ii) withhold any further deliveries of goods or performance of services required under the contract;
(iii) in respect of goods already delivered, enter onto the customer’s premises to recover and resell same for its own benefit;
(iv) suspend and/or terminate performance of any other contracts which the Company has with the customer.
COLLECTIONS CHARGES

Any expenses, costs or disbursements incurred by the Company in recovering any outstanding monies from the customer including debt collection agency fees and commission and solicitors costs (full indemnity basis) shall be paid by the customer.
GOVERNING LAW

All contracts between the Company and the customer shall be governed by the Law of the State of Queensland and of the Commonwealth of Australia and for this purpose the Courts of the State of Queensland and of the Commonwealth of Australia shall have non-exclusive jurisdiction in respect of any dispute or issues arising out of such contracts.