Terms & Conditions

1. General

a) The terms and conditions of supply shall be as set out below and shall not be varied by the wording of any customer's order form, notice of acceptance, or otherwise, unless such variation is expressly agreed to in writing for and on behalf of Villawood Timber Pty Ltd by a duly authorised officer of Villawood Timber Pty Ltd.

b) Goods and services provided in one month shall be paid for strictly by the end of the following month.

c) Villawood Timber Pty Ltd may vary the terms and conditions of supply by notice in writing to the customer. The customer agrees that the order of any item after notice of variation will be an acceptance of the varied terms and conditions.

2. Terms

a) Villawood Timber Pty Ltd may withdraw credit at any time without notice.

b) If there shall be any breach of the terms and conditions of the Commercial Credit Agreement, all monies payable by the customer to Villawood Timber Pty Ltd shall, at Villawood Timber's election, become immediately due and payable notwithstanding that the period for payment shall not have expired.

c) If the customer does not pay Villawood Timber Pty Ltd by the due date, Villawood Timber Pty Ltd shall be entitled to debit to the account of the customer a credit accommodation charge of 2.5% and further Villawood Timber Pty Ltd may charge interest on the monies due and charged on a daily basis at the rate of 18% per annum from the due date for payment.

d) All financial institution fees, legal costs, debt collection costs, stamp duty and other Government charges relating to the establishment and operation of the customer's account will be debited to that account.

3. Delivery

a) Villawood Timber Pty Ltd shall deliver goods to the place for delivery nominated by the customer. Villawood Timber Pty Ltd provides a kerb-side site delivery only, and will not be liable for any damage to driveway, landscape, sprinkler system, or any part of the receipient’s property for any requests to deliver any further than kerb-side.

b) The customer authorises Villawood Timber Pty Ltd to deliver goods to the place nominated and to leave the goods at the place, whether or not any person is present to accept delivery. Villawood Timber Pty Ltd shall not be liable on any basis whatsoever for loss suffered by the customer after delivery to the place.

4. Property and Risk

a) Villawood Timber Pty Ltd shall not be obliged to obtain a signed receipt of other acknowledgement from any person at the place of delivery, but if a signed receipt or other acknowledgement is obtained from someone believed by the deliver to be authorised by the customer to sign or otherwise take delivery, then such signed receipt or other acknowledgement shall be conclusive evidence of delivery, the quantity of goods delivered, the lack of defects in such goods, and otherwise compliance with the order.

b) All goods shall be at the risk of the customer from the time of dispatch of the goods by Villawood Timber Pty Ltd. Responsibility for insurance during transit rests with the customer solely.

c) Notwithstanding delivery and passing of possession of goods, Villawood Timber Pty Ltd shall remain the sole and absolute owner of the product until payment in full has been received by Villawood Timber Pty Ltd for all monies which the customer owes for the supply of those goods.

d) The customer's right to possession of goods shall cease if a Receiver or Manager is appointed or any proceedings instituted from the winding up of the customer or if the customer is in any manner whatsoever in breach of this Agreement or if the customer or a guarantor has given incorrect information to Villawood Timber Pty Ltd. The customer authorises Villawood Timber Pty Ltd to enter upon any premises where the customer locates its goods for the purpose of taking possession of same and the customer indemnifies Villawood Timber Pty Ltd from all claims, damages, and other losses which Villawood Timber Pty Ltd may suffer as a consequence of recovering or attempting to recover its goods.

5. Delay

a) Villawood Timber Pty Ltd shall not be liable for any failure to deliver or for delay in delivery of goods or provision of services occasioned by any cause whatsoever, whether or not beyond the control of Villawood Timber Pty Ltd. 6. Claims a) Subject to Clause 5, the customer has seven (7) days from the date of delivery of goods or provision of services within which to provide to Villawood Timber Pty Ltd written notice of any alleged claim for failure to comply with the order, whether due to shortfall, defect, incorrect delivery, or other cause. Should the customer fail to provide such notice within the stipulated period, Villawood Timber Pty Ltd shall be deemed to have complied with the customer's order in all respects, including delivery, quantity and quality.

b) Should a successful claim be brought against Villawood Timber Pty Ltd arising directly or indirectly in respect of goods, the liability of Villawood Timber Pty Ltd (subject to any statute to the contrary) shall be limited to the replacement or repair of the goods or the supply of equivalent goods. In no event shall the company be liable for consequential damages on claims resulting from failure or delay in delivery or erection.

7. Disclaimers

a) To the fullest extent permitted by statute or otherwise, all conditions warranties stipulations or representations (whether written or oral, express, or implied, by statute common law or otherwise) whether as to fitness, performance, use, quality or merchantability or otherwise are hereby excluded.

b) No employee or other representative of Villawood Timber Pty Ltd is authorised to provide advice, recommendation information or representation in relation to any goods or services supplied.

8. Special orders and specifications in general

a) The customer warrants and agrees that all drawings and specifications and other design information provided to Villawood Timber Pty Ltd for the manufacture of special orders are accurate and correct in all respects.

b) All goods manufactured to the customer's special order and not sold ordinarily by Villawood Timber Pty Ltd as stock goods shall not be returnable to Villawood Timber Pty Ltd and nor shall the customer be entitled to any rebate or refund in respect of such goods.

9. Return or ordinary stock items

a) Goods ordinarily sold by Villawood Timber Pty Ltd as stock goods will not be returnable to Villawood Timber Pty Ltd for credit to the customer's account after a period of seven (7) days has elapsed after the date of delivery and nor shall Villawood Timber Pty Ltd be required to accept return of the goods unless same are undamaged and in a good and saleable condition.

b) Goods returned to Villawood Timber Pty Ltd within that period may attract a charge of not less than 15% of the price of those goods to cover restocking and repackaging charges. All goods returned shall be accompanied by the original invoice number.

10. Governing Law

These terms and conditions shall be interpreted and governed in accordance with the laws of the State of New South Wales and the customer submits to the exclusive jurisdiction of the Courts in the City of Blacktown.

11. Severance

In the event that the whole or any part of the provisions of these terms and conditions should be held to be void or unenforceable, then such part or parts shall to that extent be severed from these terms and conditions, but the validity and enforceability of the remainder shall not be affected.

12. Change of Conditions

Villawood Timber Pty Ltd may change the conditions of the account at any time by posting the new conditions to the last address for the customer or via email communication.

13. Notice

Notice to be given by the customer to Villawood Timber Pty Ltd shall be delivered personally to the Credit manager of Villawood Timber Pty Ltd. Notice to be given by Villawood Timber Pty Ltd to the customer may be delivered personally or to a person who has previously represented the customer or to the address of the customer last known to Villawood Timber Pty Ltd. Save and except in the case of invoices, notices shall be sent by certified mail and shall be taken as delivered on the second business day following posting. Invoices and statements may be forwarded by email or mail and shall be deemed to be received by the customer once the email or mail has been sent.

14. Interpretation

Where the context of this Agreement so admit or require, the following shall apply;

a) 'customer' means that the applicant named in the Application for Commercial Credit Account;

b) words importing the singular number shall include the plural number;

c) words importing a gender shall include the other corporations;

d) words importing natural persons shall include corporations;

e) any reference to the customer shall include the applicant's personal representatives, successors and permitted assigns;

f) headings are not to form part of the agreement, but are for assistance in interpretation only.

In consideration of Villawood Timber Pty Ltd, including any one or more of the various corporate entities comprising that firm, agreeing at the request of (full names of all guarantors) ('the guarantor") to commence or continue to supply to (name of company) ("the debtor") with goods or services on credit, the guarantor (jointly and severally if more than one) agree with Villawood Timber Pty Ltd as follows:

1. We will pay to Villawood Timber Pty Ltd on demand all monies which may from time to time hereafter being owing or remain unpaid by the debtor to Villawood Timber Pty Ltd, including credit accommodation charges, interest and costs (on a Solicitor and own client basis), of any attempt made by Villawood Timber Pty Ltd to recover monies from the debtor or from the guarantor to secure any indebtedness to Villawood Timber Pty Ltd.

2. This guarantee shall be a continuing guarantee.

3. Villawood Timber Pty Ltd may at any time without notice to the guarantor and without discharging the guarantor from liability grant time or other indulgence to the debtor, accept payment from the debtor in cash, refuse to supply the debtor with further goods or services, release or impair any security, release or otherwise compromise with the debtor and release or otherwise compromise with another guarantor.

4. The guarantor shall not be discharged from liability by:

a) the administration in insolvency of the debtor or the guarantor or either of them;

b) from time to time any variation of the terms of supply or terms of credit to the debtor;

c) Villawood Timber Pty Ltd's act, neglect, omission, delay or default by which the whole or any part of the liability of the guarantor may have been affected or discharged;

d) the release of the debtor or one or more of the guarantors by operation of laws or otherwise.

5. The guarantor shall be jointly and severally liable with the debtor to Villawood Timber Pty Ltd and not merely as surety for the debtor and the guarantor hereby waives any rights inconsistent with the provisions of this clause which the guarantor might otherwise have been entitled to claim or enforce.

6. In the event that the whole or any part or parts of this guarantee shall be held to be void or unenforceable, then such part or parts shall to that extent be severed from this guarantee but the validity and enforceability of the remainder of the guarantee shall not be affected.

7. Notwithstanding that the guarantee may be intended or expressed to bind more than one guarantor, the guarantee shall be valid and binding on any person or persons shall sign the document forthwith upon such signature by such person and shall continue to be binding notwithstanding that any other proposed or contemplated guarantor shall not in fact subsequently sign the guarantee nor otherwise be bound as guarantors.

8. It is agreed that a statement in writing signed by Villawood Timber Pty Ltd's manager or credit manager stating monies payable by the guarantor to Villawood Timber Pty Ltd shall be prima facie evidence of the amount so payable and will be deemed to be served if left in an envelope or mailed to the guarantor at the address shown on the guarantee.

9. Where the context of this guarantee so admits or requires, the following shall apply;

a) words importing the singular number shall include the plural number;

b) words importing a gender shall include the other genders;

c) words importing natural persons shall include corporations;

d) guarantor shall include the guarantor's personal representatives, successors and permitted assigns;

e) debtor shall include the debtor's personal representatives, successors and permitted assigns;

10. This guarantee shall be interpreted and governed in accordance with the laws of the State of New South Wales and the guarantor submits to the exclusive jurisdiction of the Courts in the City of Blacktown.

11. To further and better secure payment of all monies which the guarantor may become liable to Villawood Timber Pty Ltd, and as an essential condition of this guarantee, the guarantor hereby charges all of the interest of the guarantor in real property present and future and wheresoever situate with the amount of the guarantor's indebtedness to Villawood Timber Pty Ltd from time to time and shall, immediately upon demand by Villawood Timber Pty Ltd, sign all documents and do all things that Villawood Timber Pty Ltd may reasonably require to be signed and done by the guarantor to further secure to Villawood Timber Pty Ltd the amount of any indebtedness, and the guarantor (and if more than one jointly and each of them severally) hereby irrevocably appoint Villawood Timber Pty Ltd and each director of the various corporate entities comprising Villawood Timber Pty Ltd may wish to lodge against any dealings in the real property (including estates, interests and leasehold) of the guarantor in any titles office.