Terms and Conditions

1. STANDARD CONDITIONS OF QUOTATION AND SALE

1.1 Unless otherwise expressly agreed in writing by Unified Commercial, these Conditions apply to any quotation

given by Unified Commercial and to any agreement for the supply of goods and/or the performance of work

by Unified Commercial.

1.2 It is expressly acknowledged and agreed that any order issued by the Customer consequent upon or with

reference to the attached quotation will be deemed to be an acceptance to purchase upon the terms stated

on the attached quotation and these Conditions and constitutes the entire agreement between Unified

Commercial and the Customer. Any conditions contained in the Customer’s order will not apply

notwithstanding a statement to the contrary in the Customer’s order.

2 QUOTATION

2.1 Subject to clause 2.2, a quotation by Unified Commercial remains open for 28 days from the date stated on

the attached quotation (the “Quotation”) and will lapse if the Customer fails to make an order in writing within

that period.

2.2 Unified Commercial may immediately withdraw a quotation, prior to the expiration of 28 days, or terminate

this Contract without notice if, in Unified Commercial’s opinion, the Customer does not obtain a satisfactory

credit assessment.

2.3 The Contract is conditional upon the Customer having issued its purchase order a minimum number of days,

equivalent to the lead time specified in the Quotation, before the Estimated Start Date.

3 VARIATIONS

3.1 Unified Commercial may, in its absolute discretion, perform a Variation if it receives a written instruction from

an employee or agent of the Customer to perform the Variation for the Customer.

3.2 The price payable for a Variation performed by Unified Commercial is to be determined by agreement

between Unified Commercial and the Customer within two business days after the written instruction under

clause 3.1 is received by Unified Commercial. The agreed price for the Variation will be added to or deducted

from the Contract Sum. If an agreement cannot be reached, the Customer will pay the price determined by

Unified Commercial, and any dispute in relation to the Variation will be dealt with under clause 10.

3.3 Where the Contract Sum is not quoted as being a “fixed price,” Unified Commercial may, at its option, vary

the Contract Sum at any time to account for any variation in labour or material costs, and the Customer will

pay the varied Contract Sum.

4. PAYMENT

4.1. The Customer will pay Unified Commercial the Contract Sum in accordance with clause 4 and the terms of

the Customer’s credit account with Unified Commercial (if any).

4.2. Any tax, including a goods and services tax or similar tax or other statutory charge which is imposed on or

payable, at the election of any person, in relation to any part of or all of the Works or in respect of the supply

of anything under or pursuant to this Contract (excluding income and capital gains tax) will, to the extent it is

not included in the Contract Sum or any other payment due under this agreement, be added to the Contract

Sum or such other payment.

4.3. Customers with approved credit accounts must make payment in full for all goods and/or Works no later

than 14 days following the date of an invoice.

4.4. If a Customer has not been granted an approved credit account with Unified Commercial, payment terms

must be agreed upon with Unified Commercial.

4.5. All payments will be made in full, and no amount may be withheld by the Customer by way of security, set-

off, deduction, or counterclaim.

5. COMPLETION

5.1. The Works are deemed to be complete when the Works are, in the reasonable opinion of Unified

Commercial, fit for the purpose for which they were intended as reasonably determined by Unified

Commercial.

5.2. The times or dates quoted for commencement, installation, and completion of the Works will be estimated

as accurately as possible but are not guaranteed, nor is time of the essence. Unified Commercial is not

liable for loss, including consequential loss, loss of profits, and liquidated damages that may be incurred by

the Customer as a result of Unified Commercial failing to meet any of these dates.

5.3. If the estimated completion of the Works is delayed by circumstances or events beyond the control of

Unified Commercial, including, but not limited to, delays by Unified Commercial’s suppliers or

subcontractors, delays directly or indirectly caused by the Customer, delay in giving Unified Commercial

access to the Site in a condition that complies with clause 6.1 of these Conditions, or industrial disputes,

and irrespective of any other concurrent cause of delay for which Unified Commercial may be responsible:

(a) the Estimated Completion Date will automatically be extended by a reasonable period as determined by

Unified Commercial; or

(b) Unified Commercial may terminate the Contract without any liability for breach of the Contract and

Unified Commercial will be entitled to full payment for all Works completed.

5.4. If the Customer causes Unified Commercial any delay, the Customer will indemnify Unified Commercial for

the liquidated damages amount specified in the quotation. If such an amount is not specified, then for all

expenses incurred and losses suffered, including consequential loss and loss of profit, by Unified

Commercial as a consequence of any delay caused or contributed to by the Customer.

6. WORK ON SITE

6.1 The Customer will ensure that, at no cost to Unified Commercial:

(a) the site is clear, free of water, clean, safe, has uninterrupted direct access for employees and sub-

contractors of Unified Commercial, its material and plant and equipment and sufficient space for scaffolding

necessary for the performance of the Contract, and suitable vehicle off-loading is possible within five metres

of the Site;

(b) ensure adequate facilities and assistance (as are reasonably required by Unified Commercial) are

provided to enable Unified Commercial to efficiently, comfortably and safely perform the Works;

local council permits and engineering certifications required for the performance of the Works have been

obtained; and

(d) the structures to which Unified Commercial is to install the Works comply with Unified Commercial

specifications set out or attached to the Quotation.

6.2 Unified Commercial will not be responsible for the removal of broken or damaged materials or any debris on

the Site remaining from the Works.

7. DEFAULT BY CUSTOMER

If the Customer defaults in the performance of any provision of the Contract or any other contract it has with

Unified Commercial or if it commits an Act of Insolvency then Unified Commercial may, at its option and

without prejudice to any other rights it may have under the Contract or at law:

(a) exercise its rights under clause 9 of these Conditions;

(b) suspend or cancel any existing credit facilities available to the Customer;

under any other order or terminate the Contract; and

(d) set-off amounts owed to Unified Commercial by the Customer under the Contract or as a result of any

losses or damages or under any other account against any moneys owing to the Customer by Unified

Commercial.

8. WARRANTY AND LIABILITY

8.1. Other than the warranty and obligations of Unified Commercial arising under its standard warranty for the

Works all other warranties, liabilities, conditions and obligations are excluded to the extent permitted by law

including, without limitation, any loss or liability directly or indirectly caused by or arising from the actual or

alleged failure of any equipment, software or other item to satisfactorily recognise any date as its true

calendar date or any period of time as its true period of time.

8.2. Unified Commercial will not be liable for any shortage in delivery or product damaged prior to delivery

unless Unified Commercial is notified within two days after the goods are delivered to site.

9. INSURANCE, RISK AND PROPERTY

9.1. The Works are not to be insured by Unified Commercial unless otherwise agreed in writing by Unified

Commercial.

9.2. The risk of damage to or loss or deterioration of any part of or all of the Works will pass to the

Customer on the delivery of any goods comprised in the Works to the Site or on the expiry of five days

from the date of notification by Unified Commercial to the Customer that Unified Commercial is ready to

commence performance of the Works whichever is the earliest.

9.3. Notwithstanding that risk in part of the Works may pass to the Customer, property in and title to any

part of the Works and the goods comprised in the Works will not pass to the Customer until all of the

Contract Sum and all other money payable by the Customer to Unified Commercial has been paid in

full and until then:

(a) the Customer will hold goods supplied under the Contract as bailee of Unified Commercial and

a fiduciary relationship will exist between them; and

(b) Unified Commercial may enter the Customer’s premises without notice and without consent to

inspect the goods and at any time take possession of any and all goods that are the property of

Unified Commercial and if necessary dismantle the Works and any existing structure.

10. DISPUTES

If a dispute arises out of or relates to the Contract, a party may not commence any Court or arbitration

proceedings (except urgent interlocutory relief) under this clause 10 unless it has in good faith attempted to

resolve the dispute expeditiously using informal dispute resolution techniques such as mediation, expert

evaluation or determination or similar techniques.

11. GENERAL

11.1. Unified Commercial retains copyright and other intellectual property rights in all material it uses for the

performance of the Works.

11.2. Unless expressly included in the Contract, all descriptive specifications, drawings, dimensions and data

appearing in catalogues and other literature supplied by Unified Commercial are approximate only and

do not form part of the Contract.

11.3. The Customer warrants the accuracy, completeness and reliability of any documents or other

information provided by the Customer to Unified Commercial relating to the Works and warrants it has

a right to use any drawings or other material it has provided to Unified Commercial for the performance

of the Works.

11.4. Any provision or clause of these Conditions which is void or unenforceable may be severed without

affecting other provisions or clauses within these Conditions.

11.5. Unified Commercial may sub-contract its obligations under the Contract. The Customer acknowledges

that no sub-contractor has authority to agree to any Variation of the Works on behalf of Unified

Commercial.

11.6. Unified Commercial reserves the right to change the construction or design of any goods to be supplied

under the Contract, if in its judgment it does not significantly affect the performance characteristics of

those goods.

11.7. The Customer will not transfer or assign this Contract without Unified Commercial’s written consent.

11.8. The Customer warrants it complies with the relevant provisions of the Home Building Act (1996) NSW

or, if applicable its equivalent in any other State of Australia.

11.9. Except as may be otherwise specified by Unified Commercial, the Contract will be governed by the

laws of Australia and the Customer submits to the non-exclusive jurisdiction of its courts.

12. INTERPRETATION

Any reference in these Conditions to a word or expression used in the attached quotation will have the same

meaning as in the Quotation. In these Conditions, unless the context requires otherwise:

“Act of Insolvency” means the Customer is made bankrupt or a bankruptcy petition is presented against it or

an administrator, liquidator, provisional liquidator or a receiver is appointed in respect of the Customer or an

application is made for winding up or a winding up order is made in respect of the Customer; “Contract”

means the agreement constituted by the Quotation and the Customer’s order; “Contract Sum” means the

total price specified in the Contract as may be adjusted from time to time in accordance with this Contract

including, without limitation, the value of Variations performed by Unified Commercial; “Variation” means an

increase, decrease, omission, substitution or other change to the scope of the Works including, without

limitation, those arising from:

(a) particular site conditions, including ground conditions, ground levels or site allowances, which prevail at

the Site and which were not made known to Unified Commercial by the Customer at the date Unified

Commercial gave its quotation or the Customer made its order (whichever is the earlier);

(b) the final dimensions or specifications relating to any part of the Works varying from those specified in

Unified Commercial’s quotation as a consequence of the Customer providing incomplete, inadequate or

incorrect specifications or information;

(d) any enactment, repeal or amendment of applicable laws and regulations; “Works” means the works to be

executed by Unified Commercial in accordance with the Contract including, but not limited to the supply of

goods, materials or services including any Variations.

This Is A Payment Claim Under The Building And Construction Industry Security of Payment Act 2002.