Terms & Conditions

Acceptance of Trading Terms

A pre-requisite to establishing credit facilities is your acceptance of the Terms and Conditions of Trade of the Supplier as stated in this application.

Representations

I / We acknowledge that if the Supplier determines to supply goods and / or services that it will rely upon the representations made in this

application and confirm that all statements are true and correct.

Privacy

NCE Pty Ltd (“we”, “us”) respects your privacy. We will only use the information you provide for the purpose of assessing your commercial credit or

guarantor application and to manage the provision of commercial credit. Your personal information will be used and disclosed in accordance with

the Privacy Act, including the limitations on the use and disclosure of credit related information. Subject to those requirements we may disclose

your information our service providers (such as insurers, debt collectors and external business advisers) and to any other organisation that may wish

to acquire, or has acquired, an interest in our business or any rights under your, or your company’s, contract with us. If you do not provide the

information sought, we may be unable to process your application, or the company’s application. Our Privacy Policy, available at www.nce.com.au,

contains further details regarding how you can access or correct information we hold about you, how you can make a privacy related complaint,

how that complaint will be dealt with and the extent to which your information may be disclosed to overseas recipients.

You consent to us conducting a credit assessment of you and to using any information in a report obtained from a Credit Reporting Body (CRB) to

establish your creditworthiness.

We may disclose your personal information to a CRB for the following purposes:

• to obtain a credit report about you if you have applied for commercial credit or to assess whether to accept you as guarantor; and/or

• to allow the credit reporting agency to create or maintain a credit information file containing information about you.

The type of information we may obtain from and disclose to a CRB includes:

• your identity particulars;

• the fact you have applied for commercial credit and the type and amount of credit required and the maximum amount of credit available;

• the fact that we are a current credit provider to you;

• any amounts outstanding that remain overdue for more than 60 days that we have taken steps to recover;

• repayment history information such as whether you have met your monthly payment obligations, the date on which repayments are due and, in the

event payment is made after that date, the date on which payment was made;

• information that payments are no longer overdue;

• the terms and conditions of your credit;

• information that, in our opinion, you have committed a serious credit infringement;

• information that a cheque from you for more than $150 has been dishonoured more than twice; and

• when your credit account is opened and closed.

This information may be given before, during or after the provision of credit to you.

You also agree that we may obtain from, or disclose information about you from a business which provides information about the commercial

creditworthiness of persons for the purpose of assessing your application.

Other credit providers

You agree we may exchange permitted credit information about you with other credit providers, to assess an application by you for credit, to

assess your credit worthiness and if you are in default with us or with the other credit provider.

Company applicants and guarantors

Where the applicant or guarantor is a company of which you are a director, you specifically acknowledge and consent to the use of your personal

information, in addition to the company’s information, in each of the ways listed above, whether or not you are to guarantee the company’s debt.

I / We acknowledge that if the Supplier determines to supply goods and services to me / us all contracts of sale will be subject to the Terms and

Conditions of Sale annexed to this application and, as such, I / We unconditionally accept the Terms and Conditions of Trade and all other matters

stated in this application (including, without limitation, those matters described in the “Privacy” section above), and am / are authorised to make this

application on behalf of the Applicant.

PLEASE READ CAREFULLY THIS SECTION MUST BE INITIALLED BY ALL OF THE DIRECTORS / PROPRIETORS

In these terms and conditions the Supplier means NCE Pty Ltd ACN 105 213 045, a company duly incorporated in the State of Victoria and having its

offices situated at 68-74 National Boulevard Campbellfield in the State of Victoria, and the Customer means the purchaser whose details are set out

in Parts 1 and 2 or Parts 1 and 3 of the attached Credit Application Form or a person or entity whose order for the purchase of the Supplier's goods

and/or services is accepted by the Supplier.

1. Acceptance of Customer's Order

These terms and conditions apply to every order for goods and/or services ("Order") between the Supplier and the Customer and any terms and

conditions of the Customer's Order deviating from or inconsistent with these terms and conditions are expressly excluded, obviated and rejected by

the Supplier. This exclusion and rejection includes any statement by the Customer that the Customer's terms and conditions shall prevail

notwithstanding any stipulation by the Customer regarding the manner of declaring such rejection. A contract is only concluded between the

Supplier and Customer for the supply of goods and/or services when the Order has been accepted by the Supplier. The Supplier reserves its right

in its unfettered discretion to accept or reject all or part of the Order. The terms of this Clause apply to every quotation or offer by the Supplier for

the supply of goods and/or services.

2. Prices

(a) The Supplier's quotation may be exercised within 14 days from the date of issue.

(b) A quotation is made on the basis of the Supplier's terms and conditions at the date of issue. In the event of any variation (other than as directed

or approved by the Supplier) the Supplier reserves the right to amend or withdraw this quotation.

(c) All prices are in Australian ($) dollars unless stated otherwise.

(d) All prices quoted and all tax invoices are submitted as exclusive of GST.

(e) The Supplier reserves the right to vary the quoted price should there be any adjustment necessary attributable to any cause beyond the

Supplier's control including but not limited to variation in indirect taxes and/or government actions. The Supplier will use its best endeavours to

notify the Customer of any such variations before provision of the goods and/or services.

(f) Where the Supplier publishes or discloses a price list, this list is an invitation to treat only and the Supplier reserves the right to accept or reject in

its absolute and unfettered discretion all or part of any Orders which may be received by it. Any price list of the Supplier is subject to alteration at

any time without notice. It is the Customer’s responsibility to confirm the current pricing before placing an Order. In addition, the Supplier reserves

the right to set a minimum invoice value of $399.00 (excluding GST) on any Order.

3. Property & Title

(a) The risk in any goods and/or services sold pass to the Customer when all or part of the goods and/or services are delivered to the premises of

the Customer whether by carrier employed or engaged by the Supplier or the Customer. Notwithstanding anything contained herein, property in

and legal title to the goods and/or services does not pass to the Customer until payment for all debts owing to the Supplier by the Customer has

been received by the Supplier in cleared funds. Until such payment has been received by the Supplier, the Customer will store the goods and/or

services separately and apart from its own goods and/or services and those of any other person or company. All intellectual property subsisting in

or created pursuant to the Supplier providing any goods and/or services vests in the Supplier as and when created.

(b) The Customer may re-sell any of the goods and/or services on normal commercial terms before the Supplier is paid in full provided that:

(i) the Customer re-sells as principal and has no right to commit the Supplier to any contractual relationship or liability to any third party; and

(ii) subject to (i) above, as between the Supplier and the Customer, the Customer re-sells as fiduciary agent and bailee of the Supplier; and

(iii) the Customer holds all rights in respect of the re-sale proceeds on behalf of the Supplier and, on request of the Supplier, will assign any claim

against any such third party for any unpaid debt and for this purpose the Customer irrevocably appoints the directors of the Supplier for the time

being as joint and several attorneys of the Customer to sign any documents to give effect to such assignment; and

(iv) the Customer holds the proceeds of any re-sale or insurance claim on trust for the Supplier until the Supplier has been paid in full for those

goods and/or services, which are the subject of the re-sale or insured loss.

(c) Until payment in full of all debts owing to the Supplier by the Customer, the Supplier is entitled, at its discretion, without further notice and

without prejudice to any other of its rights to re-take possession of the goods and/or services delivered and re-sell them, or any of them, and may

enter upon the Customer's premises, by its servants or agents, for that purpose, without any liability on the part of the Supplier or its servants or

agents for any loss or damage suffered as a consequence of such entry or re-taking of possession and the Customer hereby agrees to provide the

Supplier or its servants or agents with an irrevocable licence to so enter any premises occupied by it if:

(i) there is a breach of any term of any contract between the Supplier and the Customer; or

(ii) the Customer has provided any false or misleading information to the Supplier including information set out in any application for credit or to

open an account with the Supplier; or

(iii) the Customer commences to be wound up or bankrupted or an order in bankruptcy/sequestration order is made or the Customer is placed in

liquidation, under official management, or a liquidator, provisional liquidator, receiver, receiver and manager or administrator is appointed in respect

of the Customer, its undertaking or property or any part thereof, or a meeting of the Customer’s creditors is called or held, or the Customer is made

the subject of a company deed of arrangement, or an encumbrancer, by itself or by an agent, takes or purports to take possession of the

Customer's undertaking or property or any part thereof; or

(iv) the Customer parts with possession of the goods and/or services or any of them otherwise than by way of sale in the ordinary course of its

business.

(d) Notwithstanding the foregoing, the Customer shall be responsible for the goods and/or services until payment in full is made to and received by

the Supplier, and the Customer shall indemnify the Supplier for any damage, destruction, depreciation and diminution in value of the goods and/or

services during the period the Customer is responsible for the goods and/or services

(e) These provisions apply despite any arrangement under which the Supplier provides credit to the Customer and these provisions will prevail to

the extent of any inconsistency between these provisions and any other agreement or arrangement entered into by the Customer and the

Supplier. In addition, the Supplier may recover the purchase price for the goods and/or services provided to the Customer in respect of any Order

and may commence legal proceedings and may file an application for the appointment of a liquidator to the Customer notwithstanding that

property in the goods and/or services under any Order has not passed to the Customer.

(f) By assenting to these terms and conditions the Customer acknowledges and agrees as follows:

(i) these terms and conditions constitute a security agreement and in particular the retention of title arrangement referred to in Clause 3(a)

constitutes a purchase money security interest for the purposes of the Personal Property Securities Act 2009 (Cth) (“PPSA”); and

(ii) a security interest is taken in all goods and/or services previously supplied by the Supplier to the Customer (if any) and all goods and/or services

that will be supplied in the future by the Supplier to the Customer during the continuance of the parties’ relationship.

(g) The Customer undertakes to:

(i) sign any further documents and provide any further information (including serial numbers) and being complete, accurate and up to date in all

respects, which the Supplier may reasonably require to register a financing statement or financing change statement on the Personal

Property Securities Register (“PPSR”) established by the PPSA;

(ii) indemnify, and upon demand reimburse, the Supplier for all expenses incurred in preparing, maintaining and registering a financing statement or

financing change statement on the PPSR or releasing any collateral charged thereby:

(iii) not register a financing change statement or an amendment demand pursuant to the PPSA without the Supplier’s prior written consent;

(iv) give the Supplier not less than 14 days prior written notice of any proposed change to the Customer’s name or any other change in the

Customer’s details (including, but not limited to, changes in the Customer’s address, contact numbers or business practices); and (v) not grant any

other security interest, lien or other rights over any of the goods and/or services.

(h) Unless otherwise agreed in writing by the Supplier the Customer waives its right to receive a verification statement in accordance with section

157 of the PPSA and any notices required under sections 95, 118, 121, 130, 132 and 133 of the PPSA.

(i) If Chapter 4 of the PPSA would otherwise apply to the enforcement of these terms and conditions as a security agreement, the Customer agrees

that none of the provisions specified in Section 115 of the PPSA will apply to the enforcement of these terms and conditions and waives any

requirement by the Supplier to comply with any of those provisions.

4. Insurance

The Customer agrees at its own cost, to insure the goods (or with the written consent of the Supplier, self insure the goods), in the Supplier's name,

against such risks as a prudent owner of the goods would insure for their full insurable value, notwithstanding any contrary operation of clause 3

herein.

5. Payment

The Customer agrees to and will pay in accordance with the tax invoice rendered by the Supplier namely either by:

(a) payment in full prior to delivery of the goods and/or services under any Order; (b) cash on delivery; or (c) terms as stated.

If the Supplier extends trading terms to the Customer, payment for all goods and/or services under any Order provided will be one of the following:

(ai) within thirty (30) days after the end of the month of the date of tax invoice;

(bi) within forty five (45) days after the end of the month of the date of tax invoice;

(ci) within sixty (60) days after the end of the month of the date of tax invoice;

(di) electronic funds transfer within seven (7) days after the end of the month of the date of tax invoice; or (ei) electronic funds transfer within

fourteen (14) days after the end of the month of the date of tax invoice.

Interest is payable by the Customer, immediately on demand by the Supplier, on all amounts overdue to the Supplier from the date of provision of

goods and/or services until payment at the rate of eighteen (18) per centum per annum, however all interest charges will be waived by the Supplier

in the event that payment is made to the Supplier within the time stipulated by the Supplier. Where payment is not made by the due date, the

Customer shall, in addition to any other obligations imposed hereunder, pay to the Supplier on demand all additional costs of the Supplier

(including but not limited to storage, delivery, collection, obsolescence and legal costs on a full indemnity basis).

All payments received by the Supplier shall be applied as follows:

(aii) firstly, towards any costs of the Supplier referred to above (or any part thereof); (bii) secondly, towards any interest payable as set out above

(or any part thereof); and (cii) thirdly, towards any other amounts payable by the Customer to the Supplier.

Time of payment in accordance with this clause 5 for any goods and/or services under any Order provided to the Customer is an essential term of

any Order between the Supplier and the Customer.

6. Cancellation

Cancellation of any Order between the Customer and the Supplier requires prior approval in writing from the Supplier otherwise the Order will be

fulfilled and the Supplier will be entitled to payment in full from the Customer. In particular, the Supplier will not accept any cancellation of any

Order where the Supplier has made or cut up any product of the Order.

The Supplier is not obliged to supply any goods and/or services in relation to any Order and may cancel any Order (or part thereof) at any time if:

(a) there is a breach of any term of any agreement between the Supplier and the Customer; or

(b) the Customer has provided any false or misleading information to the Supplier including information set out in any application for credit or to

open an account with the Supplier; or

(c) the Customer commences to be wound up or bankrupted or an order in bankruptcy/sequestration order is made or the Customer is placed in

liquidation, under official management, or a liquidator, provisional liquidator, receiver, receiver and manager or administrator is appointed in respect

of the Customer, its undertaking or property or any part thereof, or a meeting of the Customer’s creditors is called or held, or the Customer is made

the subject of a deed of company arrangement, or an encumbrancer, by itself or by an agent, takes or purports to take possession of the

Customer's undertaking or property or any part thereof; or

(d) the Supplier is unable to supply the goods and/or services in relation to any Order as a result of the failure of any supplier of the Supplier to

provide goods and/or services which are required in order for the Supplier to provide the goods and/or services to the Customer.

7. Claims

Acceptance of the goods and/or services delivered shall be deemed for all purposes to have taken place at the expiration of thirty (30) days from

the date of each delivery. No goods and/or services will be accepted for return unless agreed in writing by the Supplier prior to such return and

then only upon conditions acceptable to the Supplier and at the Customer's entire risk as to loss or damage and provided the goods and/or services

are and remain sealed in the manner in which they were delivered. Where the Supplier agrees to accept goods for return a restocking charge of

25% of the price of the goods returned shall be paid by the Customer and the Customer shall remain responsible for all freight charges upon return.

The Supplier's liability for a breach of any conditions or warranty implied by Division 1, Part 3-2 of Schedule 2 (The Australian Consumer Law) of the

Competition and Consumer Act 2010, (other than a condition or warranty implied by Section 51 of Schedule 2) is limited to such one or more of the

following as the Supplier decides:

(a) the replacement of the goods and/or services or the supply of equivalent goods and/or services; or (b) the repair of the goods; or

(c) the payment of the cost of replacing the goods and/or services or of acquiring equivalent goods and/or services; or (d)

the payment of the cost

of having the goods repaired.

Without limiting the generality of any other provision of these terms and conditions but subject to the above, the Supplier is not under any liability to

the Customer or to any other person in respect of any consequential loss or damage (arising from a breach of contract, tort (including negligence),

under statute, law or equity, including loss of or to profit, revenue, production, opportunity, access to markets, goodwill, business reputation or use,

or indirect, remote, abnormal, special or unforeseeable loss) however caused, which may be suffered or incurred or which may arise either directly

or indirectly in respect of the supply of the goods and/or services or any ancillary services or advice or the failure or omission on the part of the

Supplier to comply with its obligations hereunder.

Except as expressly provided to the contrary in these terms and conditions, all terms, conditions, warranties, undertakings, inducements or

representations whether express, implied, statutory or otherwise are excluded to the extent permitted by law, including but not limited to the United

Nations Convention on Contracts for the International Sale of Goods.

8. Force Majeure

If delivery is prevented or delayed, in part or all, by reason of an Act of God, or the consequence thereof including, but not limited to fire, flood,

typhoon, earthquakes, or by reason of riots, wars, hostilities, terrorism, government restrictions, trade embargoes, strikes, lockouts, labour disputes,

boycotting of goods, ship shortage, delays or damage in transportation or other causes beyond the Supplier's control, the Supplier may, at its sole

and unfettered option, perform the agreement or the unfulfilled portion thereof within a reasonable time from the removal of the cause preventing

or delaying performance, or rescind unconditionally and without liability, this agreement or the unfulfilled portion thereof.

9. Delivery

(a) Any dates specified for delivery of any Order are estimated dates only and the Supplier shall not be liable for any damage or loss (including

consequential loss or damage as detailed above) which the Customer may suffer as a result of the provision of goods and/or services being delayed

beyond such dates for any reason whatsoever.

(b) The Supplier may deliver any Order by way of two or more instalments.

10. Warranty

(a) Goods sold under any Order shall have the benefit of any warranty given by the manufacturer and will only be considered for acceptance by the

Supplier if return of the goods or any part of them is in accordance with the Supplier's warranty policy but the Supplier shall not be liable for any

loss or damage either direct or consequential arising out of any defects arising from the use of the goods. Any modification, alteration or variation

of any goods by the Customer requires the prior written approval in writing from the Supplier otherwise any applicable warranty is rendered

immediately void and the Customer will have no claim against the Supplier under any applicable warranty.

(b) Without limiting or restricting any statutory or implied warranties or consumer guarantees that may apply to goods and/or services sold under

any Order where the Order includes used or second hand goods the Customer acknowledges and agrees that:

(i) the goods are acquired on an "as is" basis and whilst fit for the purpose for which the goods are intended to be commonly used, are not free from

the specified defects which the Supplier has notified to the Customer prior to accepting the Order;

(ii) the goods have been inspected by the Customer prior to placing the Order and have been determined by the Customer as being fit for their

intended purpose; and

(iii) the Customer has not disclosed to the Supplier any other purpose for which the goods are intended to be used.

11. Clerical Errors

Clerical errors, typing errors or other errors in computations, catalogue, quotation, acceptance, offer, invoice, delivery docket, credit note or

specification of the Supplier shall be subject to correction by the Supplier.

12. Modification

All modifications and amendments to these provisions or any approvals hereunder shall be in writing by a duly authorised signatory, and if

otherwise, shall not be binding upon the Supplier.

13. GST

(a) For the purpose of this clause:

GST means GST within the meaning of the GST Act.

GST Act means A New Tax System (Goods and Services Tax) Act (Cth) 1999 (as amended).

Except where the contrary intention appears, expressions used in this condition and in the GST Act have the meanings given to them in the GST

Act.

(b) If the introduction of GST is associated with the abolition or reduction of any tax, duty, excise or statutory charge which directly or indirectly

affects the net dollar margin of a supplier in respect of any supply made under this document, the consideration (excluding GST) payable for the

supply must be varied so that the Supplier's net dollar margin in respect of the supply remains the same.

(c) Except as provided in Clause 13(b) and where express provision is made to the contrary, the consideration payable by a party under this

document represents the value of the supply for which payment is to be made.

(d) If this document requires a party to pay for, reimburse or indemnify against any expense or liability ("reimbursable expense") incurred by the

other party ("payee") to a third party, the amount to be paid, reimbursed or indemnified is the amount of the reimbursable expense net of any input

tax credit to which the payee is entitled in respect of the reimbursable expense ("net expense").

(e) Subject to Clause 13(f), if a party makes a taxable supply under this document for a consideration which represents its value by virtue of Clause

13(c) or the net expense by virtue of Clause 13(d), then the party liable to pay for the taxable supply must also pay the amount of any GST payable in

respect of the taxable supply at the time the consideration for the taxable supply is payable.

(f) A party is not obliged under Clause 13(e) to pay the GST on a taxable supply to it, until that party is given a valid tax invoice for the supply.

(g) If the amount of GST paid or payable by the Supplier on any supply made under this document differs from the amount paid by the Supplier as

GST, due to an adjustment of the value of the taxable supply for the purpose of calculating GST, then the amount paid as GST by the Customer

must be adjusted by a payment by the Customer to the Supplier or by the Supplier to the Customer, as the case requires, so that the amount paid

by the recipient as GST accurately represents the GST payable in respect of the supply.

14. Jurisdiction

All contracts (including any Order) between the Supplier and the Customer shall be governed by the laws of the State of Victoria and the parties

shall submit to the exclusive jurisdiction of the courts in the State of Victoria (and any courts which can hear appeals from such courts).

15. Execution

Any contract (including any Order) between the Supplier and the Customer may be executed on behalf of the Customer by any agent or employee

of the Customer and the Customer shall be bound by these terms and conditions irrespective of whether any such execution was unauthorised or

fraudulent.

16. Indemnification

(a) The Customer acknowledges and agrees to defend, indemnify and hold harmless the Supplier from and against any and all claims, actions,

demands, proceedings, suits, penalties, fines, judgements, costs, losses, damages, omissions, injuries and expenses, including legal fees (on a full

indemnity basis) and expenses, which are related to, in connection with or arise out of or incidental to the provision by the Customer to the Supplier

of any designs, drawings, sketches, plans, photographs, prototypes, instructions, specifications or any information relied upon by the Supplier in the

provision of the goods and/or services or any other means howsoever described including but not limited to electronic communication, for the

purposes of the Supplier utilising same as an aid, assistance or otherwise in the provision of the goods and/or services to the Customer.

(b) In the event that the Customer neglects and/or fails and/or refuses to defend, indemnify or hold harmless the Supplier, the Customer

acknowledges and agrees:

(i) to being joined by the Supplier as a party to any proceeding as contained in Condition 16(a) initiated against the Supplier;

(ii) to pay to the Supplier all legal and other costs (on a full indemnity basis) associated or in connection with the joinder of the Customer; and (iii)

to

waive and forever abandon any rights which the Customer may have against the Supplier to claim or seek payment of any costs orders which may

be made against the Supplier in favour of the Customer in connection with any proceedings initiated as a consequence of Condition 16(a) herein.

17. Special Orders

Where the Customer places an Order in writing with the Supplier for non-stock items, the Supplier will not accept return of non-stock items unless

the manufacturer agrees to accept return from the Supplier. The Supplier may deduct transport, insurance, handling ,restocking charges and return

freight charges from the credit due to the Customer where any such items are returned to the Supplier and their return has been accepted by the

Supplier in writing.

18. Substitution

The Supplier reserves the right to substitute some other make or brand with similar specifications if any item ordered by the Customer is not

available. The Customer is deemed to have accepted substitution where it does not object to same within seven (7) days of the date of delivery of

the goods (unless a longer period is imposed by law). If the Customer is not satisfied with the substituted goods, the goods may be returned to the

Supplier for credit, subject to any deductions made by the Supplier on account of return freight charges and any other charges imposed by these

terms.

19. Catalogue/Website and Samples

The Customer acknowledges, agrees and accepts that there may be variations in the colour and/or finish and/or texture of any actual products

supplied to the Customer:

(a) from those as appearing in the Supplier's catalogue; (b) from those as appearing in the Supplier's website; or (c) from any samples held by the

Supplier.

20. Assignment

The Customer may only assign its rights in relation to any Order subject to the prior written consent of the Supplier.

21. Severability

Each supply made by the Supplier will be made under a separate contract and will be invoiced separately. Each invoice will be payable by the

Customer in full, in accordance with the specified terms of payment, without reference to and despite any default in any supply covered by any

other invoice or Order.

22. Liability

The Supplier is not liable for, and the Customer may not claim for, any loss or damage suffered by the Customer whether in contract or tort resulting

from a breach of these terms and conditions in relation to any Order, or the non-performance of any goods and/or services, the aggregate amount

of which is limited to the value of the goods and/or services as detailed in the relevant tax invoice from the Supplier.

23. Special Conditions

Any special terms of supply by the Supplier of the goods and/or services are by this reference incorporated herein with the same force and effect

as those set forth herein in full and shall prevail to the extent of any inconsistency with the printed terms and conditions hereof.

24. Interpretation

In these terms and conditions, unless the contrary intention appears:

(a) a reference to a person (including a party) includes an individual, a firm, a body corporate, a partnership, joint venture, an unincorporated body

or association or any government agency;

(b) a reference to a particular person includes a reference to the person's executors, administrators, successors, substitutes (including persons

taking by novation) and assigns;

(c) a reference to a document (including these terms and conditions) includes any variation of it; (d) the singular includes the plural and vice versa;

(e) the words "include", "including" or "such as" are not used as, nor are they to be interpreted as words of limitation;

(f) if a payment or other act must (but for this clause) be made or done on a day which is not a business day in Melbourne, then it must be made or

done on the next business day in Melbourne;

(g) this document must not be construed adversely to a party solely because that party was responsible for preparing it.