TERMS & CONDITIONS

1.Definitions

The definition of these Terms and Conditions of Sale (“Terms”) appears as stated “Alumicorp” “us” or “we” means Alumicorp Pty Ltd, ABN: 13 562 621 687 and members of Alumicorp whom are responsible for the provision of Services as notified to the Customer.

“Australian Consumer Law” refers to the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

“PPSA” means the Personal Property Securities Act 2009 (Cth).

“Customer” means the purchaser of goods or services supplied by Alumicorp.

“Goods” means the customer’s goods provided to Alumicorp for services.

“Services” means any work to be performed on the Goods by Alumicorp, including and without limitation to powder coating and other forms of finishing work.

”Purchase Price” means the listed price for the goods or services as charged by Alumicorp which has been agreed upon by Alumicorp and the Customer.

“Additional Charges” includes all charges in excess of the Purchase Price including goods and service tax, stamp duty, delivery, handling and storage charges, late payment fees, interest, legal and other costs of recovery of unpaid monies payable by the Customer to Alumicorp in direct correlation with the sale of Goods and Services.

“GST” retains its express meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

2. General Provisions

2.1 By placing an order with Alumicorp, the customer is deemed to be in agreeance with the Terms and Conditions set out in this document. Any transaction between the Customer and Alumicorp is a transaction that incorporates these terms and conditions in its full capacity.

2.2 These terms and conditions shall be strictly adhered to and prevails to the extent of any inconsistency with any other terms and conditions in negotiated between Alumicorp and the Customer.

2.3 Variance of these terms may only be permitted by a duly authorised officer of Alumicorp in written form.

2.4 Where a Customer is a party to a varied service agreement supplied by Alumicorp as stipulated in clause 2.3, the terms of that agreement shall prevail over any of these terms which are inconsistent.

2.5 Where interpretation of terms must be construed against any statutory provisions that may render this document in part unlawful, the validity of the other provisions of these terms and the remainder of the provisions in question will not be affected and will remain enforceable to the fullest extent permitted by law.

2.6 Headings shall not affect the construction of the Terms.

2.7 A failure or omission by either party at any time to enforce or require strict and timely compliance with the provision of the Terms shall not impair the rights of the party to avail itself or to enforce the remedies it may have in relation to the breach or non-performance of that provision.

3. Payment Terms and Credit

3.1 If Alumicorp approves the application, Alumicorp may permit the Customer to purchase Goods Provided or Services on credit up to the Credit Limit. All invoices issued by Alumicorp to the Customer on credit are payable within fourteen days of invoicing unless otherwise expressly notified by Alumicorp in writing pursuant to clause 2.3.

3.2 As an exception to Clause 3.1, cash on delivery Customers must pay their outstanding invoices prior to collection of the finished Goods.

3.3 Customer Credit Accounts that are set up with Alumicorp are subject to Alumicorp’s discretion to determine the credit limit. Subsequent variation of the credit limit must be executed by a duly authorized officer of Alumicorp in written form.

3.4 Customer Credit Accounts that reach the Credit Limit must be settled by the Customer, to the extent necessary to bring the amount outstanding back within the Credit Limit, within seven (7) days of written notice from Alumicorp.

3.5 Full Payment of the job must be made to Alumicorp prior to issuing the final warranty certificate or certificate of conformance for the job.

3.6 The Customer applies to Alumicorp for a Credit Account. Alumicorp may approve or refuse the application in its absolute discretion.

4. Statutory Provisions and Exclusion of Liability

4.1 Except as provided in these Terms and Conditions or as required by Australian Law, Alumicorp will not provide any excess warranty as to the condition, merchantability, correspondence with description or quality of the Goods and/or Services or as to their suitability or fitness for any use or purpose.

4.2 All statutory and implied conditions and warranties are excluded to the full extent permitted by law and shall be governed by the laws of New South Wales and the parties irrevocably submit to the jurisdictions of the Courts if the State of New South Wales.

4.3 To the maximum extent permitted by the law, Alumicorp excludes

(a) loss or damage incurred by the Customer arising from any defect, deficiency or unsuitability in the condition or quality of the Goods as received by Alumicorp prior to the performance of Services;

(b) loss or damage suffered by the Customer arising from any negligent act or omission to act on the part of Alumicorp officers, employees, agents, or contractors; and

(C) loss of profits, revenue, business or any lost opportunities.

4.4 The Customer acknowledges and declares that the Customer has read the Terms and Conditions and understand that no warranty, assurance or representation has been made in regards to the quality, suitability for use, fitness for use or merchantability of the Goods.

5.Prices

5.1 All prices quoted for the Services and/or Goods are subject to change as a result of variations including, but not limited to, packaging charges, insurance costs, exchange rates or other charges incurred by Alumicorp as a result of the Services.

5.2 Alumicorp will notify the customer of variations in price pursuant to 5.1.

5.3 Price estimates or figures given for performance of Services by Alumicorp to the Customer are only estimates and is not a fixed price.

5.4 An exception to 5.3, Alumicorp shall only accept liability for failure to achieve the figures or estimates given when the particular figures or estimates are guaranteed by Alumicorp in writing executed by a duly authorized officer.

6.Delivery and Collection

6.1 The Customer is responsible for arranging the delivery and/or collection of the Goods from Alumicorp premises at the Customer’s expense.

6.2 The time quoted by Alumicorp to the Customer for the collection and/or delivery of Goods is an estimate only and Alumicorp shall not be held liable for any damages experienced by the customer arising from this delay.

6.3 Pursuant to 6.2, Alumicorp will notify the Customer if the delay of the collection and/or delivery of Goods is expected to be later than the estimated date by 7 business days arising from any cause whatsoever.

6.4 All goods delivered to Alumicorp shall not be unloaded at Alumicorp premises until an authorized officer of Alumicorp has granted permission to.

6.5 The Customer shall not be relieved from any obligation to pay for the Services by reason of any delay in having the Goods available for collection.

6.6 Risk in the Goods shall pass to the Customer immediately upon pickup or delivery to the Customer’s Nominated Address.

6.7 Before installing the Goods, the Customer must inspect them for defects. Alumicorp is not liable for removal reinstallation or third-party rectification costs to the extent the defect was, or ought reasonably to have been, apparent before installation. The Customer must give Alumicorp a reasonable opportunity to inspect and rectify any alleged defect before incurring the abovementioned costs.

6.8 All finishing specifications including colour, texture, sheen and finish type must be agreed in writing prior to the commencement of Services.

(a) Where a physical sample or swatch is provided by the Customer as the agreed specification, the Customer acknowledges that minor variation in the finished Goods from that sample is inherent in the coating and finishing process and shall not constitute a defect.

(b) Where Alumicorp considers the finished Goods to conform to the agreed specification, the Customer shall not be entitled to reject the Goods on the basis of colour, texture or appearance unless the Customer can demonstrate material deviation from the agreed specification.

(C) Without limiting clauses 6.8 (a) and 6.8 (b), the Customer acknowledges that the following matters may affect the appearance, performance or finish of the Goods and shall not constitute a defect to the extent they arise from matters outside Alumicorp’s reasonable control:

(i) colour or sheen variation between batches, substrates or viewing conditions;

(ii) variation from digital images, printed colour charts or earlier batches;

(iii) outgassing, pinholing, blistering, distortion or coating failure caused by the substrate;

(iv) contamination, corrosion, welding residue, galvanising, castings or previously coated materials;

(v) masking, jigging, hanging marks or contact points;

(vi) dimensional tolerances or threaded holes;

(vii) Customer-supplied specifications, drawings or samples;

(viii) the suitability of the selected coating system for the intended environment; and

(ix) any failure by the Customer to test a prototype or first article where appearance is critical.

(d) Any dispute regarding conformance with specification shall be subject to clause 7.1.

7. Disputes and Resolutions

7.1 If a dispute or claim arises from the Customer in relation to our services or any aspect of our Goods, the Customer must:

(a) Provide written notice to Alumicorp including the particulars of any alleged defects to the Goods, accompanied by photographic images of the alleged defects within seven (7) days after the collection of the Goods.

(b) Pursuant to clause 7.1(a), give Alumicorp a reasonable time to investigate and examine the alleged defects of the Goods, including but not limited to onsite inspections.

(C) Return the goods to Alumicorp in whole or in part to which the alleged defects apply within seven (7) days after collection of the Goods.

7.2 The Customer must notify Alumicorp in writing of any visible defect with seven (7) days after collection or delivery and of any latent defect promptly after it is discovered. Failing such notice, the Customer is taken to have accepted the Services or Goods Provided and waives any claim in respect of the defect.

8.Default

8.1 In the event that the Customer fails to pay any outstanding amount owing to Alumicorp pursuant to clauses 3 and 4 whether the Customer:

(a) Becomes, threatens or resolves to become in jeopardy of becoming subject to any insolvency administration

(b) Ceases or threatens to cease conducting its business in the normal manner; or

(C) Breaches its obligations under clause 14 Alumicorp may without notice apply clause 8.2.

8.2 If the Customer defaults of any payment, Alumicorp may at its own discretion do any of the following:

(a) Charge late fees and administration fees dependent on the loss incurred by Alumicorp in order to recover the amount owed by the Customer.

(b) Charge interest rates at 2% above the standard overdraft rate (under 100,000 AUD) per annum applied by Alumicorp’s current bank at the time.

(C) Withhold any further deliveries and cancel the Customer’s Customer Credit Account and revoke the ability for the customer to have credit with Alumicorp

(d) Terminate the contract without prejudice to Alumicorp’s rights to seek the amount owed by the Customer by any means that Alumicorp sees fit as permitted by the law.

(e) Repossess any Goods delivered to the Customer for the payment amount which has not been received by Alumicorp.

(f) Hold or terminate any existing or ongoing warranty documentation & advise relevant authorities that may be affected.

(g) Submit or report to Creditor Watch or any other relevant credit authorities for the default of payment.

(h) If the Customer fails to make payment when due, the Customer shall be liable for all costs incurred by the Company in recovering any outstanding amounts, including legal costs on a full indemnity basis, debt collection fees, and any associated administrative or enforcement expenses.

9. Lien

9.1 Alumicorp shall be entitled to a general lien on all Goods belonging to the Customer that are in Alumicorp’s possession or under Alumicorp’s control in the event that the Customer has committed an act of Default as specified in clause 8.

9.2 In accordance with clause 9.1, Alumicorp reserves the right to withhold Goods or services that have been paid for by the Customer up to the amount of the unpaid price of any other Goods or Services rendered to the Customer under any contract made between the Customer and Alumicorp.

10. Sub-contracting

10.1 Alumicorp may sub-contract the supply of any or all part of the Goods or Services stipulated in the quote or Scope of Work provided by Alumicorp to the Customer.

11. Waiver

11.1 Alumicorp may at its own discretion fail to insist upon strict performance or enforcement of these terms and conditions and upon instance shall not be deemed as a waiver of any rights Alumicorp may be granted under this document.

11.2 Any act by Alumicorp that fails to enforce the rights stipulated in this document in the present dealings is done without prejudice to any future decision to enforce this document.

12. Assignment

12.1 Alumicorp assigns its rights under these terms and conditions without any written consent of

12.2 The Customer must not assign its obligations under these Terms without Alumicorp’s prior written consent.

13. Licensing

13.1 All services are performed upon the notion that all licenses and permits stipulated by their respective statutes, ordinances, rules and regulations have been obtained by the Customer and the Customer will ensure that the installation and use of all Goods meets the requirements of the law.

13.2 Pursuant to 13.1, Alumicorp is not liable for checking the Customer’s licenses and permits upon the provision of our Goods and Services and shall be released from any liability in relation to the legality of the Customer’s use of our provided Goods.

14. Third Party IP

14.1 Services and Goods provided by Alumicorp under the instruction of the Customer shall not infringe any intellectual property rights, including but not limited to patents, designs or trademark rights of any third party.

14.2 In accordance with 14.1, Alumicorp shall not be held liable for any expenses, damages, actions or costs incurred by the Customer in the event of infringement of unauthorized use of any intellectual property rights arising out of Alumicorp’s performance of services and provision of Goods to the Customer.

14.3 The Customer shall indemnify and release Alumicorp from any liability in relation to clauses 14.1 and 14.2.

15. Force Majeure

15.1 Alumicorp will not be liable to the Customer for damages for any delay in the delivery of Goods and neither party shall be liable in damages to the other for any interruption in the supply of acceptance of Goods if such delays, failure to deliver or accept delivery, act or omission are caused by force majeure or any other cause beyond Alumicorp’s reasonable control. This is including, but not limited to war, strike, fire, pestilence, the act of God, industrial action, transportation cancellations, riot, civil commotion, health pandemic, acts of terrorism.

16. PPSA

16.1 Defined terms used in clause 16 have the same meaning given to them in the Personal Property Securities Act 2009.

16.2 Alumicorp and the Customer acknowledges and agrees that these Terms and any invoice issued under these Terms:

(a) constitutes a Security Agreement for the purposes for the PPSA

(b) initiates a Purchase Money Security Interest (“PMSI) in favour of Alumicorp over the supplied Goods to the Customer, as Grantor.

(C) Create a Security Interest in all Goods Provided previously or subsequently supplied by Alumicorp to the Customer and their proceeds.

16.3 The goods supplied or to be supplied under these Terms fall within the PPSA classification of “other Goods” acquired by the Customer pursuant to these terms and Conditions.

16.4 The Customer waives its right to receive notification of or a copy of any Verification Statement confirming registration of a Financing Statement or a Financing Change Statement relation to a Security Interest granted by the Customer, as Grantor, to the Seller under the PPSA (including under sections 144 and 157).

16.5 The Customer agrees to:

(a) Indemnify and reimburse Alumicorp for all expenses incurred in registering a financing statement or financing change statement on the PPSR established by the PPSA or releasing any goods charged;

(b) Promptly sign any further documents and/or provide any further information in which Alumicorp may reasonably require to

i. Register a financing statement in relation to a security interest on the PPSA

ii. Register any other document required to be registered by the PPSA; or

iii. Correct a defect in a statement referred to in the clauses 16.5(a) or 16.5(b).

16.6 The Customer shall unconditionally ratify any actions taken by Alumicorp under 16.1 to 16.5.

17. Customer’s Acceptance of Terms

The customer shall be taken to have accepted these terms without qualification, upon:

17.1 The Customer or any person acting on its behalf placing an order for all or some of the Goods/Services with Alumicorp.

17.2 The Customer or any person acting on its behalf accepting or requesting delivery of the Goods/Services verbally or in writing; or

17.3 The Customer or any such person confirming these Terms by conduct.

Alumicorp Credit Account Conditons

1. The Customer applies for a Credit Account and requests Alumicorp to supply Goods and Services on the terms of this Agreement. The Customer hereby authorises Alumicorp to make all necessary enquiries of each of the referees and the bank(s) for the purpose of obtaining such financial or other information that it may reasonably require in order to satisfy itself of the financial standing and credit worthiness of the Customer and/or the Guarantors and to decide whether to accept this application, and in this regard the Customer and each Guarantor undertakes that it shall forthwith authorise the referees and the bank(s) to provide such information and documentation as Alumicorp may require.

2. The Customer and Guarantor(s) hereby undertakes to promptly provide to Alumicorp such further details, documents or information concerning the Customer and/or the Guarantors as Alumicorp may require in order to consider and determine whether to accept or refuse this application, and the Customer and Guarantor(s) hereby acknowledge, declare and warrant that all statements made and information contained in this application and to be hereinafter supplied are true and correct in every particular.

3. Each of the signatories to this application (including Guarantors) and, in the case of a sole trader, the Customer (each an "Applicant") acknowledges that Alumicorp, by this clause, informs the Applicant that, under Part IIIA of the Privacy Act 1988 (Cth), the Privacy (Credit Reporting) Code 2025 (as varied or replaced from time to time), Alumicorp is authorised to give a credit reporting body personal information about this credit application. The information disclosed may include the Applicant’s identificafon particulars and, where applicable, the fact that the Applicant has applied for commercial credit and the amount of credit sought, together with any other information Alumicorp is lawfully permitted to disclose.

4. Alumicorp separately reserves the right to disclose company payment defaults to CreditorWatch, trade insurers, debt collectors and other commercial credit providers under a general privacy and commercial credit authority.

5. Each Applicant acknowledges that if Alumicorp considers it relevant to assessing the Customer's application for commercial credit, Alumicorp may obtain from a credit-reporting body a credit report containing personal credit information about the Applicant in relation to commercial credit provided by Alumicorp.

6. Each Applicant acknowledges that Alumicorp may give to and seek from any credit provider named in the Credit Application, and any other credit provider, information concerning the Applicant's credit worthiness, credit standing, credit history or credit capacity that credit providers are allowed to give or receive from each other under the Privacy Act 1988 (Cth), to assess an application by the Customer for credit, to notify other credit providers of a default by the Applicant, to exchange information with other credit providers of the status of credit with Alumicorp where the Applicant is in default with other credit providers, and/or to assess the Applicant's credit worthiness.

7. The Customer agrees to be bound by this Agreement from the earliest of:

(a) signing this Agreement;

(b) placing an order with Alumicorp; or

(C) accepting Goods Provided or Services supplied by Alumicorp.