TERMS & CONDITIONS

1. Definitions

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.

Agreement means this Credit Application, Credit Agreement and Terms, including the Deed (Guarantee and Indemnity) where applicable.

Alumicorp, us or we means Alumicorp QLD Pty Ltd ABN: 31 688 348 996

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

Business Day means a day other than a Saturday, Sunday or public holiday in Queensland.

Credit Account means the commercial credit account approved by Alumicorp for the Customer under this Agreement.

Credit Limit means the maximum amount of credit approved by Alumicorp for the Customer from time to time.

Customer means the person who applies for credit, places an order for, or purchases Goods or Services from Alumicorp, including that person in any capacity as trustee.

Deed means the Deed of Guarantee and Indemnity contained in this Agreement.

Guaranteed Moneys means all money which the Customer is or may become liable to pay Alumicorp under or in connection with this Agreement, including the Purchase Price, Additional Charges, interest, enforcement costs and any claimable damages.

Guarantor means each person who executes Panel C as a guarantor and includes that person’s personal representatives.

Goods means the Customer's goods provided to Alumicorp for services.

Goods Provided means any goods supplied by Alumicorp to the Customer pursuant to these Terms and Conditions.

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

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, as varied under this Agreement.

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

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.

Terms means the terms and conditions below, as varied from time to time in accordance with clause 2.4.

2. General Provisions

2.1 This Agreement applies to every supply of Goods Provided or Services by Alumicorp to the Customer, whether the supply is made on credit, for cash or on any other payment terms.

2.2 By placing an order with Alumicorp, the Customer has agreed to be bound to this Agreement. Any transaction between the Customer and Alumicorp is a transaction that incorporates this Agreement.

2.3 The Agreement shall be strictly adhered to and prevail over any previous negotiations between Alumicorp and the Customer.

2.4 Variance of the Agreement may only be permitted by a person authorised by Alumicorp in written form. A variation will apply only after Alumicorp gives the Customer written notice of it.

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

2.6 Where interpretation of terms must be construed against any statutory provisions that may render this Agreement 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.

2.7 Headings shall not affect the construction of the Agreement.

2.8 A failure or omission by either party at any time to enforce or require strict and timely compliance with a provision of the Agreement 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 The Customer applies to Alumicorp for a Credit Account. Alumicorp may approve or refuse the application in its absolute discretion.

3.2 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 2.4.

3.3 Alumicorp may determine, vary, suspend or cancel the Credit Account or Credit Limit at any time by written notice to the Customer.

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

3.5 Credit Limit may be determined or varied at Alumicorp's discretion. A variation of the Credit Limit can only be made by a person authorised by Alumicorp in writing.

3.6 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.

3.7 Full payment for the Services and Goods Provided must be made to Alumicorp prior to the issue of the final warranty certificate or certificate of conformance.

4. Statutory Provisions and Exclusion of Liability

4.1 Alumicorp gives no warranty as to the condition, merchantability, correspondence with description, or quality of the Goods Provided and/or Services, or as to their suitability or fitness for any use or purpose, except: (a) as expressly stated in these Terms; (b) as recorded in a certificate issued by Alumicorp under clause 3.7; or (C) as required by Australian law.

4.2 All statutory and implied conditions and warranties are excluded to the full extent permitted by law.

4.3 To the maximum extent permitted by law, Alumicorp excludes all liability to the Customer for:

(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 that, in entering into this Agreement, the Customer has not relied on any representation, warranty, or assurance made by or on behalf of Alumicorp other than those expressly stated in this Agreement or in a certificate issued under clause 3.7.

5. Prices

5.1 All prices quoted for the Services and/or Goods Provided 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 any variations in price pursuant to 5.1.

5.3 Price estimates or figures given for performance of Services or Goods Provided by Alumicorp to the Customer are estimates only and not fixed prices.

5.4 As 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 person authorised by Alumicorp.

6. Delivery and Collection

6.1 The Customer is responsible for arranging the delivery and/or collection of the Goods or Goods Provided 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 seven (7) business days arising from any cause whatsoever.

6.4 All Goods delivered to Alumicorp shall not be unloaded at Alumicorp premises until an authorised officer of Alumicorp has granted permission to do so.

6.5 Alumicorp may inspect Goods upon delivery and reject any Goods it considers unsuitable for the performance of Services. Alumicorp will notify the Customer in writing of any rejection and the Customer shall arrange collection at the Customer's expense within seven (7) business days.

6.6 A delay in the Goods being available for collection does not relieve the Customer of the obligation to pay for the Services.

6.7 Risk in the Goods shall pass to the Customer immediately upon: A) collection from Alumicorp (by the Customer or its representative) or, B) delivery to the Customer's Nominated Address if delivered by Alumicorp.

6.8 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 above mentioned costs.

6.9 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 6.9 (a) and 6.9 (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. Dispute Resolution

7.1 If a dispute or claim arises in relation to the Services or Goods, the Customer must:

(a) provide written notice to Alumicorp including particulars of the alleged defect, accompanied by photographic evidence, within seven (7) days of collection of the Goods;

(b) allow Alumicorp a reasonable opportunity to inspect the Goods, including by onsite inspection, before arranging return; and

(C) if Alumicorp requires return of the Goods, return them at the Customer's expense within seven (7) days of Alumicorp's written request to do so.

7.2 The Customer must notify Alumicorp in writing of any visible defect within seven 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 A default (“Default”) occurs if the Customer fails to pay any outstanding amount owing to Alumicorp pursuant to clauses 3 and 5 or if the Customer:

(a) becomes, threatens or resolves to become or is 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 pursuant to this Agreement.

If an event described in clause 8.1 occurs, Alumicorp may at its discretion do any of the following:

8.2 If a Defaults occurs, 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 at 2% above the standard overdraft rate (under $100,000.00 AUD) per annum applied by Alumicorp's current bank at the time;

(C) withhold any further deliveries, cancel the Customer's 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 law;

(e) subject to clause 16 and any requirements of the PPSA,repossess any Goods or Goods Provided delivered to the Customer for any payment amount which has not been received by Alumicorp;

(f) hold or terminate any existing or ongoing warranty documentation and advise relevant authorities that may be affected; and

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

9. Lien

9.1 Alumicorp has a general and continuing lien over all Goods and other property of the Customer in Alumicorp’s possession or control for all amounts owing by the Customer to Alumicorp, whether due or not.

9.2 Alumicorp may retain any such Goods or property until all amounts owing by the Customer have been paid in full.

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 Any failure to insist on strict performance or enforcement of these Terms and Conditions will not be a waiver of any rights Alumicorp may have 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 may assign its rights under these terms and conditions without the Customer’s consent.

12.2 The Customer must not assign its obligations under these Terms without Alumicorp's prior written consent, and any purported assignment in breach of this clause is void.

13. Licensing

13.1 The Customer warrants that all licences and permits stipulated by their respective statutes, ordinances, rules and regulations have been obtained and the Services are performed upon the basis of that warranty. 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 licences and permits upon the provision of any Goods Provided or Services and shall be released from any liability in relation to the legality of the Customer's use of Goods Provided.

14. Third Party IP

14.1 The Customer warrants thatServices and Goods provided under the instruction of the Customer shall not infringe any intellectual property rights, including but not limited to patents, designs or trade mark 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 or unauthorised 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 or Goods Provided and neither party shall be liable in damages to the other for any interruption in the supply or acceptance of Goods or Goods Provided 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 includes, but is not limited to, war, strike, fire, pestilence, act of God, industrial action, transportation cancellations, riot, civil commotion, health pandemic, or 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 acknowledge and agree that these Terms and any invoice issued under them:

(a) constitute a Security Agreement for the purposes of the PPSA;

(b) create a purchase money security interest in favour of Alumicorp in all Goods Provided supplied to the Customer, to the extent that the security interest secures the purchase price of those Goods; and

(C) create a security interest in all Goods Provided previously or subsequently supplied by Alumicorp to the Customer and their proceeds.

16.3 The Customer grants the security interests described in clause 16.2 and acknowledges that it is the grantor for the purposes of the PPSA.

16.4 The Customer waives its right to receive notice of any verification statement relating to a security interest granted under this clause, to the extent permitted by the PPSA.

16.5 The Customer must:

(a) reimburse Alumicorp for its reasonable costs of registering, maintaining, amending or discharging any registration on the PPSR; and

(b) promptly sign any document and provide any information reasonably required by Alumicorp to perfect, preserve or enforce a security interest under this clause or correct any defect in a registration.

16.6 The Customer ratifies anything reasonably done by Alumicorp to give effect to this clause.

17. Customer's Acceptance of Terms

The Customer shall be taken to have accepted this Agreement without qualification, upon

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

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

17.3 the Customer or any such person confirming this Agreement by conduct.

Alumicorp Credit Account Conditions

18. 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.

19. 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.

20. 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 identification 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.

21. 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.

22. 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.

23. 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.

24. 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.