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 as the terms outlined in our quotation is deemed to overrule any conditions specified in other documents unless agreed to in writing by Unified Commercial.

2 QUOTATIONS

2.1 Subject to clause 2.2, a quotation by Unified Commercial remains open for 30 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 30 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 prior to any works commencing.

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.

4.6. No retention will be accepted unless agreed to in writing by Unified Commercial

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;

(c) prior to the commencement of the works that all necessary licences, consents and approvals including local council permits and engineering certifications required for the performance of the works have been obtained; a

(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.

(c) suspend or cancel the performance of any part of or all the works then outstanding or outstanding under any other order or terminate the contract;

(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;

(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. A variation to any contract or agreement can only be signed by a Unified employee noted in original contract.

11.7. Unified Commercial will install contracted works as per plans supplied, if updated plans are not supplied to Unified Commercial in a timely manner, Unified Commercial cannot be held liable for any costs and reserves the right to charge additional fees for any reinstatement or repairs.

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

11.9. The Customer warrants it complies with the relevant provisions of the Building Act (1993) Victoria or, if applicable its equivalent in any other State of Australia.

11.10. Except as may be otherwise specified by Unified Commercial, the contract will be governed by the laws of Australia, Australian state law where applicable, 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) 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.