Terms and Conditions/

1. Definitions

1.1 Contract

“Contract” means the terms and conditions contained herein, together with anyQuotation, order, invoice or other document or amendments expressed to besupplemental to this Contract.

1.2 UPVC

“UPVC” means UPVC Window Solutions Pty Ltd, its successors and assigns or anyperson acting on behalf of and with the authority of UPVC Window Solutions Pty Ltd.

1.3 Client

“Client” means the person/s, entities or any person acting on behalf of and with theauthority of the Client requesting UPVC to provide the Services as specified in anyproposal, quotation, order, invoice or other documentation, and:

(a) if there is more than one Client, is a reference to each Client jointly and severally; and

(b) if the Client is a partnership, it shall bind each partner jointly and severally; and

(c) if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and

(d) includes the Client’s executors, administrators, successors and permitted assigns.

1.4 Goods

“Goods” means all Goods or Services supplied by UPVC to the Client at the Client’srequest from time to time (where the context so permits the terms ‘Goods’ or ‘Services’shall be interchangeable for the other).

1.5 Confidential Information

“Confidential Information” means information of a confidential nature whether oral,written or in electronic form including, but not limited to, this Contract, either party’sintellectual property, operational information, know-how, trade secrets, financial andcommercial affairs, contracts, client information (including but not limited to,“Personal Information” such as: name, address, D.O.B, occupation, driver’s licensedetails, electronic contact (email, Facebook or Twitter details), medical insurancedetails or next of kin and other contact information (where applicable), previous creditapplications, credit history) and pricing details.

1.6 Cookies

“Cookies” means small files which are stored on a user’s computer. They are designedto hold a modest amount of data (including Personal Information) specific to aparticular client and website, and can be accessed either by the web server or theclient’s computer.

If the Client does not wish to allow Cookies to operate in the background when orderingfrom the website, then the Client shall have the right to enable / disable the Cookiesfirst by selecting the option to enable / disable provided on the website, prior toordering Goods via the website.

1.7 Price

“Price” means the Price payable (plus any GST where applicable) for the Goods asagreed between UPVC and the Client in accordance with clause 5 below.

1.8 GST

“GST” means Goods and Services Tax as defined within the “A New Tax System(Goods and Services Tax) Act 1999” (Cth).

2. Acceptance

2.1

The Client is taken to have exclusively accepted and is immediately bound, jointly andseverally, by these terms and conditions if the Client places an order for or acceptsDelivery of the Goods.

2.2

In the event of any inconsistency between the terms and conditions of this Contract andany other prior document or schedule that the parties have entered into, the terms ofthis Contract shall prevail.

2.3

Any amendment to the terms and conditions contained in this Contract may only beamended in writing by the consent of both parties.

2.4

Any advice, recommendation, information, assistance or service provided by UPVC inrelation to Services provided is given in good faith, is based on UPVC’s own knowledgeand experience and shall be accepted without liability on the part of UPVC and it shallbe the responsibility of the Client to confirm the accuracy and reliability of the same inlight of the use to which the Client makes or intends to make of the Services.

2.5

The Client acknowledges and accepts that:

(a) where a Client wishes to operate a credit account with UPVC, a credit applicationmust be completed and approved with a credit limit established first, prior to theinitial delivery and/or supply of Goods;

(b) in the event that the supply of Goods or Services requested exceeds the Client’scredit limit and/or the account exceeds the payment terms, UPVC reserves the rightto refuse delivery and/or request an alternative payment method; and

(c) the supply of Goods for accepted orders may be subject to availability and if, forany reason, Goods are not or cease to be available, UPVC reserves the right to varythe Price with alternative Goods as per clause 5.2, subject to confirmation andagreement of both parties. UPVC also reserves the right to halt all Services until suchtime as UPVC and the Client agree to such changes. UPVC shall not be liable to theClient for any loss or damage the Client suffers due to UPVC exercising its rightsunder this clause.

2.6

Electronic signatures shall be deemed to be accepted by either party providing that theparties have complied with Section 9 of the Electronic Transactions Act 2000 or anyother applicable provisions of that Act or any Regulations referred to in that Act.

3. Errors and Omissions

3.1

The Client acknowledges and accepts that UPVC shall, without prejudice, accept noliability in respect of any alleged or actual error(s) and/or omission(s):

(a) resulting from an inadvertent mistake made by UPVC in the formation and/oradministration of this Contract; and/or

(b) contained in/omitted from any literature (hard copy and/or electronic) supplied byUPVC in respect of the Services.

3.2

In the event such an error and/or omission occurs in accordance with clause 3.1, and isnot attributable to the negligence and/or wilful misconduct of UPVC, the Client shall notbe entitled to treat this Contract as repudiated nor render it invalid.

4. Change in Control

4.1

The Client shall give UPVC not less than fourteen (14) days prior written notice of anyproposed change of ownership of the Client and/or any other change in the Client’sdetails (including but not limited to, changes in the Client’s name, address, contactphone or fax number/s, change of trustees, or business practice). The Client shall beliable for any loss incurred by UPVC as a result of the Client’s failure to comply withthis clause.

5. Price and Payment

5.1

At UPVC’s sole discretion, the Price shall be either:

(a) as indicated on any invoice provided by UPVC to the Client; or

(b) UPVC’s quoted price (subject to clause 5.2) which will be valid for the period statedin the quotation or otherwise for a period of thirty (30) days.

5.2

UPVC reserves the right to change the Price:

(a) if a variation to the Goods which are to be supplied is requested; or

(b) if a variation to the Services originally scheduled (including any applicable plans orspecifications) is requested; or

(c) if during the course of the Services, the Goods are not or cease to be available fromUPVC’s third party suppliers, then UPVC reserves the right to provide alternativeGoods; or

(d) where additional Services are required due to the discovery of hidden orunidentifiable difficulties (including, but not limited to, poor weather conditions,limitations to accessing the site, safety considerations including the discovery ofasbestos or synthetic mineral fibres, additional equipment required but not providedby the Client (including scaffolding and security fencing etc.), obscured buildingdefects, prerequisite work by any third party not being completed, inaccuratestructural measurements provided by the Client, etc.) which are only discovered oncommencement of the Services; or

(e) in the event of increases to UPVC in the cost of labour or materials which are beyondUPVC’s control.

5.3

Variations will be charged for on the basis of UPVC’s quotation, and will be detailed inwriting, and shown as variations on UPVC’s invoice. The Client shall be required torespond to any variation submitted by UPVC within ten (10) working days. Failure to doso will entitle UPVC to add the cost of the variation to the Price. Payment for allvariations must be made in full at the time of their completion.

5.4

At UPVC’s sole discretion, a non-refundable deposit of up to fifty percent (50%) may berequired.

5.5

Time for payment for the Goods being of the essence, the Price will be payable by theClient on the date/s determined by UPVC, which may be:

(a) on Delivery of the Goods;

(b) before Delivery of the Goods;

(c) by way of instalments/progress payments in accordance with UPVC’s payment schedule;

(d) the date specified on any invoice or other form as being the date for payment; or

(e) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by UPVC.

5.6

Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, or byany other method as agreed to between the Client and UPVC.

5.7

UPVC may in its discretion allocate any payment received from the Client towards anyinvoice that UPVC determines and may do so at the time of receipt or at any timeafterwards. On any default by the Client UPVC may re-allocate any payments previouslyreceived and allocated. In the absence of any payment allocation by UPVC, paymentwill be deemed to be allocated in such manner as preserves the maximum value ofUPVC’s Purchase Money Security Interest (as defined in the PPSA) in the Goods.

5.8

The Client shall not be entitled to set off against, or deduct from the Price, any sumsowed or claimed to be owed to the Client by UPVC nor to withhold payment of anyinvoice because part of that invoice is in dispute.

5.9

Unless otherwise stated the Price does not include GST. In addition to the Price, theClient must pay to UPVC an amount equal to any GST UPVC must pay for any supply byUPVC under this or any other agreement for the sale of the Goods. The Client must payGST, without deduction or set off of any other amounts, at the same time and on thesame basis as the Client pays the Price. In addition, the Client must pay any other taxesand duties that may be applicable in addition to the Price except where they areexpressly included in the Price.

6. Provision of the Services

6.1

Subject to clause 6.2 it is UPVC’s responsibility to ensure that the Services start assoon as it is reasonably possible.

6.2

The Services’ commencement date will be put back and the completion date extendedby whatever time is reasonable in the event that UPVC claims an extension of time (bygiving the Client written notice) where completion is delayed by an event beyondUPVC’s control, including but not limited to any failure by the Client to:

(a) make a selection; or

(b) have the site ready for the Services; or

(c) notify UPVC that the site is ready.

6.3

Delivery (“Delivery”) of the Goods is taken to occur at the time that UPVC (or UPVC’snominated carrier) delivers the Goods to the Client’s nominated address even if theClient is not present at the address.

6.4

At UPVC’s sole discretion, the cost of Delivery is either included in the Price or is inaddition to the

6.5

UPVC may deliver the Goods in separate instalments. Each separate instalment shall beinvoiced and paid in accordance with the provisions in these terms and conditions.

6.6

Any time specified by UPVC for Delivery of the Goods is an estimate only and UPVC willnot be liable for any loss or damage incurred by the Client as a result of Delivery beinglate. However both parties agree that they shall make every endeavour to enable theGoods to be delivered at the time and place as was arranged between both parties. Inthe event that UPVC is unable to supply the Goods as agreed solely due to any action orinaction of the Client, then UPVC shall be entitled to charge a reasonable fee forredelivery and/or storage.

7. Risk

7.1

Risk of damage to or loss of the Goods passes to the Client on Delivery and the Clientmust insure the Goods on or before Delivery.

7.2

If any of the Goods are damaged or destroyed following Delivery but prior to ownershippassing to the Client, UPVC is entitled to receive all insurance proceeds payable for theGoods. The production of these terms and conditions by UPVC is sufficient evidence ofUPVC’s rights to receive the insurance proceeds without the need for any person dealingwith UPVC to make further enquiries.

7.3

If the Client requests UPVC to leave Goods outside UPVC’s premises for collection or todeliver the Goods to an unattended location, then such Goods shall be left at theClient’s sole risk.

7.4

Where UPVC is required to install the Goods the Client warrants that the structure of thepremises or equipment in or upon which these Goods are to be installed or erected issound and will sustain the installation and work incidental thereto and UPVC shall not beliable for any claims, demands, losses, damages, costs and expenses howsoever causedor arising should the premises or equipment be unable to accommodate the installation.

7.5

UPVC shall be entitled to rely on the accuracy of any plans, specifications (including, butnot limited to CAD drawings) and other information provided by the Client. The Clientacknowledges and agrees that in the event that any of this information provided by theClient is inaccurate, UPVC accepts no responsibility for any loss, damages, or costshowever resulting from these inaccurate plans, specifications or other information.

7.6

The Client acknowledges that all descriptive specifications, illustrations, dimensionsand weights stated in UPVC’s or the manufacturer’s fact sheets, price lists or advertisingmaterial, are approximate only and are given by way of identification only. The Clientshall not be entitled to rely on such information, and any use of such does not constitutea sale by description, and does not form part of the contract, unless expressly stated assuch in writing by UPVC.

7.7

UPVC shall not be held responsible for any damage to the Goods or delays to deliverycaused by outside agents. Where the Client requests UPVC to repair such damage thenUPVC reserves the right to charge the Client for any costs incurred in rectifying suchdamage.

7.8

UPVC is only responsible for parts that are replaced by UPVC and that in the event thatother parts/Goods subsequently fail, the Client agrees to indemnify UPVC against anyloss or damage to the Goods, or caused by the Goods, or any part thereof howsoeverarising.

7.9

Where an anodised surface finish has been selected, slight colour variation may occurbetween the main unit frame and any installation trims used due to the difference inaluminium alloys available and manufacturing standards and tolerances shall not bedeemed to be a defect in the Goods. Whilst UPVC will make every effort to match salessamples to the finished Goods, UPVC accepts no liability whatsoever where suchsamples differ to the finished Goods supplied.

7.10

Where installation occurs to adjoining glass panes or weakened surfaces (including, butnot limited to flashings, frames, render or plaster), that whilst UPVC shall exercise duecare, cracks or scratches may occur in such surrounding surfaces or panes. UPVC shallnot be held liable where such damage occurs.

7.11

Goods may be subject to a plus or minus two millimetre (+/- 2mm) tolerance due tovariation in glass thickness and small waves that may result from the toughening processused to produce the Goods. Such variations may be more visible in darker colouredGoods. UPVC offers no guarantee against defects of this nature.

7.12

Holes, cut outs and cutting of the Goods may weaken the strength of the Goods andalthough it is unlikely, cracking may occur. UPVC accepts no responsibility againstcracks occurring after such Goods (that are subject to holes and cut outs) are installedunless a toughened glass is used.

7.13

Whilst every care shall be taken by UPVC, any damage or breakage to the Client’sexisting glass during Services by UPVC shall be at the Client’s own risk.

7.14

Whilst UPVC shall take all reasonable care during the course of the Services, the Clientagrees that UPVC shall not be held liable for any loss, damages, or costs howsoeverresulting from the necessity of drilling surrounding surfaces during the installationprocess. Due to the nature of the surfaces, cracking or collapsing may occur.

7.15

The Client acknowledges that Goods supplied may:

(a) exhibit variations in shade, colour, texture, surface, finish, markings, occlusions,lines, indentations and may fade or change colour over time; and

(b) expand, contract or distort as a result of exposure to heat, cold, weather; and

(c) mark or stain if exposed to certain substances; and

(d) be damaged or disfigured by impact or scratching.

8. Client’s Responsibilities

8.1

It is the Client’s responsibility to:

(a) provide and have erected scaffolding or similar, to enable the Services to beundertaken (where in UPVC’s opinion it is deemed necessary). It is also agreed thatall scaffolding erected will comply with industry safety standards and that any personerecting the scaffolding shall be suitably qualified to ensure its safe and propererection and where necessary shall hold a current certificate of competency and/orbe fully licensed; and

(b) make the premises available on the agreed date and time. If installation isinterrupted by the failure of the Client to adhere to the installation schedule agreed tobetween UPVC and the Client, any additional costs will be invoiced to the Client as anextra.

(c) have all areas clean and clear to enable scheduled Services to be completed inaccordance with the schedule of installation; and

(d) UPVC takes no responsibilities for damage caused to Goods by other than UPVC’semployees; and

(e) fully disclose any information that may affect the installation procedures of UPVC;and

(f) provide UPVC with facilities, as specified by UPVC, (including, but not limited to, asuitable free power source) for the duration of the Services.

9. Access

9.1

The Client shall ensure that UPVC has clear and free access to the site at all times toenable them to undertake the Services. UPVC shall not be liable for any loss or damageto the site (including, without limitation, damage to pathways, driveways and concretedor paved or grassed areas) unless due to the negligence of UPVC.

9.2

It is the responsibility of the Client to ensure that access is suitable to accept theweight of laden trucks, unloading or other lifting equipment as may be deemednecessary by UPVC.

10. Compliance with Laws

10.1

The Client and UPVC shall comply with the provisions of all statutes, regulations andbylaws of government, local and other public authorities that may be applicable to theServices.

10.2

The Client shall obtain (at the expense of the Client) all licenses and approvals that maybe required for the Services.

10.3

The Client agrees that the site will comply with any workplace health and safety (WHS)laws relating to the site and any other relevant safety standards or legislation.

11. Title

11.1

UPVC and the Client agree that ownership of the Goods shall not pass until:

(a) the Client has paid UPVC all amounts owing to UPVC; and

(b) the Client has met all of its other obligations to UPVC.

11.2

Receipt by UPVC of any form of payment other than cash shall not be deemed to bepayment until that form of payment has been honoured, cleared or recognised.

11.3

It is further agreed that, until ownership of the Goods passes to the Client inaccordance with clause 11.1:

(a) the Client is only a bailee of the Goods and must return the Goods to UPVC onrequest;

(b) the Client holds the benefit of the Client’s insurance of the Goods on trust for UPVCand must pay to UPVC the proceeds of any insurance in the event of the Goods beinglost, damaged or destroyed;

(c) the Client must not sell, dispose, or otherwise part with possession of the Goodsother than in the ordinary course of business and for market value. If the Client sells,disposes or parts with possession of the Goods then the Client must hold theproceeds of any such act on trust for UPVC and must pay or deliver the proceeds toUPVC on demand;

(d) the Client should not convert or process the Goods or intermix them with othergoods but if the Client does so then the Client holds the resulting product on trust forthe benefit of UPVC and must sell, dispose of or return the resulting product to UPVCas it so directs;

(e) the Client irrevocably authorises UPVC to enter any premises where UPVC believesthe Goods are kept and recover possession of the Goods;

(f) UPVC may recover possession of any Goods in transit whether or not Delivery hasoccurred;

(g) the Client shall not charge or grant an encumbrance over the Goods nor grant norotherwise give away any interest in the Goods while they remain the property ofUPVC;

(h) UPVC may commence proceedings to recover the Price of the Goods soldnotwithstanding that ownership of the Goods has not passed to the Client.

12. Personal Property Securities Act 2009 (“PPSA”)

12.1

In this clause financing statement, financing change statement, security agreement,and security interest has the meaning given to it by the PPSA.

12.2

Upon assenting to these terms and conditions in writing the Client acknowledges andagrees that these terms and conditions constitute a security agreement for thepurposes of the PPSA and creates a security interest in all Goods and/or collateral(account) – being a monetary obligation of the Client to UPVC for Services – that havepreviously been supplied and that will be supplied in the future by UPVC to the Client.

12.3

The Client undertakes to:

(a) promptly sign any further documents and/or provide any further information (suchinformation to be complete, accurate and up-to-date in all respects) which UPVCrequires to:

(i) register a financing statement or financing change statement in relation to asecurity interest on the Personal Property Securities Register;

(ii) register any other document required to be registered by the PPSA; or

(iii) correct a defect in a statement referred to in clause 12.3(a)(i) or 12.3(a)(ii);

(b) indemnify, and upon demand reimburse, UPVC for all expenses incurred inregistering a financing statement or financing change statement on the PersonalProperty Securities Register established by the PPSA or releasing any Goods chargedthereby;

(c) not register a financing change statement in respect of a security interest withoutthe prior written consent of UPVC;

(d) not register, or permit to be registered, a financing statement or a financing changestatement in relation to the Goods and/or collateral (account) in favour of a thirdparty without the prior written consent of UPVC;

(e) immediately advise UPVC of any material change in its business practices of sellingthe Goods which would result in a change in the nature of proceeds derived from suchsales.

12.4

UPVC and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to thesecurity agreement created by these terms and conditions.

12.5

The Client waives their rights to receive notices under sections 95, 118, 121(4), 130,132(3)(d) and 132(4) of the PPSA.

12.6

The Client waives their rights as a grantor and/or a debtor under sections 142 and 143of the PPSA.

12.7

Unless otherwise agreed to in writing by UPVC, the Client waives their right to receive averification statement in accordance with section 157 of the PPSA.

12.8

The Client must unconditionally ratify any actions taken by UPVC under clauses 12.3 to12.5.

12.9

Subject to any express provisions to the contrary (including those contained in thisclause 12), nothing in these terms and conditions is intended to have the effect ofcontracting out of any of the provisions of the PPSA.

13. Security and Charge

13.1

In consideration of UPVC agreeing to supply the Goods, the Client charges all of itsrights, title and interest (whether joint or several) in any land, realty or other assetscapable of being charged, owned by the Client either now or in the future, to securethe performance by the Client of its obligations under these terms and conditions(including, but not limited to, the payment of any money).

13.2

The Client indemnifies UPVC from and against all UPVC’s costs and disbursementsincluding legal costs on a solicitor and own client basis incurred in exercising UPVC’srights under this clause.

13.3

The Client irrevocably appoints UPVC and each director of UPVC as the Client’s trueand lawful attorney/s to perform all necessary acts to give effect to the provisions ofthis clause 13 including, but not limited to, signing any document on the Client’sbehalf.

14. Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)

14.1

The Client must inspect the Goods immediately on Delivery and must within twenty-four(24) hours of Delivery notify UPVC in writing of any evident defect/damage, shortage inquantity, or failure to comply with the description or quote. The Client must notify anyother alleged defect in the Goods as soon as reasonably possible after any such defectbecomes evident. Upon such notification the Client must allow UPVC to inspect theGoods.

14.2

Under applicable State, Territory and Commonwealth Law (including, without limitationthe CCA), certain statutory implied guarantees and warranties (including, withoutlimitation the statutory guarantees under the CCA) may be implied into these terms andconditions (Non-Excluded Guarantees).

14.3

UPVC acknowledges that nothing in these terms and conditions purports to modify orexclude the Non-Excluded Guarantees.

14.4

Except as expressly set out in these terms and conditions or in respect of theNon-Excluded Guarantees, UPVC makes no warranties or other representations underthese terms and conditions including but not limited to the quality or suitability of theGoods. UPVC’s liability in respect of these warranties is limited to the fullest extentpermitted by law.

14.5

If the Client is a consumer within the meaning of the CCA, UPVC’s liability is limited tothe extent permitted by section 64A of Schedule 2.

14.6

If UPVC is required to replace the Goods under this clause or the CCA, but is unable todo so, UPVC may refund any money the Client has paid for the Goods.

14.7

If the Client is not a consumer within the meaning of the CCA, UPVC’s liability for anydefect or damage in the Goods is:

(a) limited to the value of any express warranty or warranty card provided to the Clientby UPVC at UPVC’s sole discretion;

(b) limited to any warranty to which UPVC is entitled, if UPVC did not manufacture theGoods;

(c) otherwise negated absolutely.

14.8

Subject to this clause 14, returns will only be accepted provided that:

(a) the Client has complied with the provisions of clause 14.1; and

(b) UPVC has agreed that the Goods are defective; and

(c) the Goods are returned within a reasonable time at the Client’s cost (if that cost isnot significant); and

(d) the Goods are returned in as close a condition to that in which they were deliveredas is possible.

14.9

Notwithstanding clauses 14.1 to 14.8 but subject to the CCA, UPVC shall not be liablefor any defect or damage which may be caused or partly caused by or arise as a resultof:

(a) the Client failing to properly maintain or store any Goods;

(b) the Client using the Goods for any purpose other than that for which they weredesigned;

(c) the Client continuing the use of any Goods after any defect became apparent orshould have become apparent to a reasonably prudent operator or user;

(d) the Client failing to follow any instructions or guidelines provided by UPVC;

(e) fair wear and tear, any accident, or act of God.

14.10

Notwithstanding anything contained in this clause, if UPVC is required by a law toaccept a return then UPVC will only accept a return on the conditions imposed by thatlaw.

15. Intellectual Property

15.1

Where UPVC has designed, drawn or developed Goods for the Client, then thecopyright in any designs and drawings and documents shall remain the property ofUPVC. Under no circumstances may such designs, drawings and documents be usedwithout the express written approval of UPVC.

15.2

The Client warrants that all designs, specifications or instructions given to UPVC willnot cause UPVC to infringe any patent, registered design or trademark in the executionof the Client’s order and the Client agrees to indemnify UPVC against any action takenby a third party against UPVC in respect of any such infringement.

15.3

The Client agrees that UPVC may (at no cost) use for the purposes of marketing orentry into any competition, any documents, designs, drawings or Goods which UPVChas created for the Client.

16. Default and Consequences of Default

16.1

Interest on overdue invoices shall accrue daily from the date when payment becomesdue, until the date of payment, at a rate of two and a half percent (2.5%) per calendarmonth (and at UPVC’s sole discretion such interest shall compound monthly at such arate) after as well as before any judgment.

16.2

If the Client owes UPVC any money the Client shall indemnify UPVC from and againstall costs and disbursements incurred by UPVC in recovering the debt (including but notlimited to internal administration fees, legal costs on a solicitor and own client basis,UPVC’s contract default fee, and bank dishonour fees).

16.3

Further to any other rights or remedies UPVC may have under this Contract, if a Clienthas made payment to UPVC, and the transaction is subsequently reversed, the Clientshall be liable for the amount of the reversed transaction, in addition to any furthercosts incurred by UPVC under this clause 16 where it can be proven that such reversalis found to be illegal, fraudulent or in contravention to the Client’s obligations underthis Contract.

16.4

Without prejudice to UPVC’s other remedies at law UPVC shall be entitled to cancel allor any part of any order of the Client which remains unfulfilled and all amounts owingto UPVC shall, whether or not due for payment, become immediately payable if:

(a) any money payable to UPVC becomes overdue, or in UPVC’s opinion the Client willbe unable to make a payment when it falls due;

(b) the Client has exceeded any applicable credit limit provided by UPVC;

(c) the Client becomes insolvent, convenes a meeting with its creditors or proposes orenters into an arrangement with creditors, or makes an assignment for the benefit ofits creditors; or

(d) a receiver, manager, liquidator (provisional or otherwise) or similar person isappointed in respect of the Client or any asset of the Client.

17. Cancellation

17.1

Without prejudice to any other remedies UPVC may have, if at any time the Client is inbreach of any obligation (including those relating to payment) under these terms andconditions UPVC may suspend or terminate the supply of Goods to the Client. UPVCwill not be liable to the Client for any loss or damage the Client suffers because UPVChas exercised its rights under this clause.

17.2

UPVC may cancel any contract to which these terms and conditions apply or cancelDelivery of Goods at any time before the Goods are delivered by giving written notice tothe Client. On giving such notice UPVC shall repay to the Client any money paid by theClient for the Goods. UPVC shall not be liable for any loss or damage whatsoeverarising from such cancellation.

17.3

In the event that the Client cancels Delivery of Goods the Client shall be liable for anyand all loss incurred (whether direct or indirect) by UPVC as a direct result of thecancellation (including, but not limited to, any loss of profits).

17.4

Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklistitems, will definitely not be accepted once production has commenced, or an order hasbeen placed.

18. Privacy Policy

18.1

All emails, documents, images or other recorded information held or used by UPVC isPersonal Information, as defined and referred to in clause 18.3, and thereforeconsidered Confidential Information. UPVC acknowledges its obligation in relation tothe handling, use, disclosure and processing of Personal Information pursuant to thePrivacy Act 1988 (“the Act”) including the Part IIIC of the Act being Privacy Amendment(Notifiable Data Breaches) Act 2017 (NDB) and any statutory requirements, whererelevant in a European Economic Area (“EEA”), under the EU Data Privacy Laws(including the General Data Protection Regulation “GDPR”) (collectively, “EU DataPrivacy Laws”).

UPVC acknowledges that in the event it becomes aware of any data breaches and/ordisclosure of the Client’s Personal Information, held by UPVC, that may result inserious harm to the Client, UPVC will notify the Client in accordance with the Actand/or the GDPR. Any release of such Personal Information must be in accordancewith the Act and the GDPR (where relevant) and must be approved by the Client bywritten consent, unless subject to an operation of law.

18.2

Notwithstanding clause 18.1, privacy limitations will extend to UPVC in respect ofCookies where transactions for purchases/orders transpire directly from UPVC’swebsite. UPVC agrees to display reference to such Cookies and/or similar trackingtechnologies, such as pixels and web beacons (if applicable), such technology allowsthe collection of Personal Information such as the Client’s:

(a) IP address, browser, email client type and other similar details;

(b) tracking website usage and traffic; and

(c) reports available to UPVC when UPVC sends an email to the Client, so UPVC maycollect and review that information (“collectively Personal Information”).

In order to enable / disable the collection of Personal Information by way of Cookies,the Client shall have the right to enable / disable the Cookies first by selecting theoption to enable / disable, provided on the website prior to proceeding with apurchase/order via UPVC’s website.

18.3

The Client agrees for UPVC to obtain from a credit reporting body (CRB) a credit reportcontaining personal credit information (e.g. name, address, D.O.B, occupation,driver’s license details, electronic contact (email, Facebook or Twitter details), medicalinsurance details or next of kin and other contact information (where applicable),previous credit applications, credit history) about the Client in relation to creditprovided by UPVC.

18.4

The Client agrees that UPVC may exchange information about the Client with thosecredit providers and with related body corporates for the following purposes:

(a) to assess an application by the Client; and/or

(b) to notify other credit providers of a default by the Client; and/or

(c) to exchange information with other credit providers as to the status of this creditaccount, where the Client is in default with other credit providers; and/or

(d) to assess the creditworthiness of the Client including the Client’s repayment historyin the preceding two (2) years.

18.5

The Client consents to UPVC being given a consumer credit report to collect overduepayment on commercial credit.

18.6

The Client agrees that personal credit information provided may be used and retainedby UPVC for the following purposes (and for other agreed purposes or required by):

(a) the provision of Goods; and/or

(b) analysing, verifying and/or checking the Client’s credit, payment and/or status inrelation to the provision of Goods; and/or

(c) processing of any payment instructions, direct debit facilities and/or creditfacilities requested by the Client; and/or

(d) enabling the collection of amounts outstanding in relation to the Goods.

18.7

UPVC may give information about the Client to a CRB for the following purposes:

(a) to obtain a consumer credit report;

(b) allow the CRB to create or maintain a credit information file about the Clientincluding credit history.

18.8

The information given to the CRB may include:

(a) Personal Information as outlined in clause 18.3 above;

(b) name of the credit provider and that UPVC is a current credit provider to the Client;

(c) whether the credit provider is a licensee;

(d) type of consumer credit;

(e) details concerning the Client’s application for credit or commercial credit (e.g. dateof commencement/termination of the credit account and the amount requested);

(f) advice of consumer credit defaults, overdue accounts, loan repayments oroutstanding monies which are overdue by more than sixty (60) days and for whichwritten notice for request of payment has been made and debt recovery actioncommenced or alternatively that the Client no longer has any overdue accounts andUPVC has been paid or otherwise discharged and all details surrounding thatdischarge (e.g. dates of payments);

(g) information that, in the opinion of UPVC, the Client has committed a serious creditinfringement;

(h) advice that the amount of the Client’s overdue payment is equal to or more thanone hundred and fifty dollars ($150).

18.9

The Client shall have the right to request (by e-mail) from UPVC:

(a) a copy of the Personal Information about the Client retained by UPVC and the rightto request that UPVC correct any incorrect Personal Information; and

(b) that UPVC does not disclose any Personal Information about the Client for thepurpose of direct marketing.

18.10

UPVC will destroy Personal Information upon the Client’s request (by e-mail) or if it isno longer required unless it is required in order to fulfil the obligations of thisContract or is required to be maintained and/or stored in accordance with the law.

18.11

The Client can make a privacy complaint by contacting UPVC via e-mail. UPVC willrespond to that complaint within seven (7) days of receipt and will take all reasonablesteps to make a decision as to the complaint within thirty (30) days of receipt of thecomplaint. In the event that the Client is not satisfied with the resolution provided, theClient can make a complaint to the Information Commissioner at www.oaic.gov.au.

19. Building and Construction Industry Security of Payments Act 1999

19.1

At UPVC’s sole discretion, if there are any disputes or claims for unpaid Goods and/orServices then the provisions of the Building and Construction Industry Security ofPayments Act 1999 may apply.

19.2

Nothing in this agreement is intended to have the effect of contracting out of anyapplicable provisions of the Building and Construction Industry Security of PaymentsAct 1999 of New South Wales, except to the extent permitted by the Act whereapplicable.

20. Service of Notices

20.1

Any written notice given under this Contract shall be deemed to have been given andreceived:

(a) by handing the notice to the other party, in person;

(b) by leaving it at the address of the other party as stated in this Contract;

(c) by sending it by registered post to the address of the other party as stated in thisContract;

(d) if sent by facsimile transmission to the fax number of the other party as stated inthis Contract (if any), on receipt of confirmation of the transmission;

(e) if sent by email to the other party’s last known email address.

20.2

Any notice that is posted shall be deemed to have been served, unless the contrary isshown, at the time when by the ordinary course of post, the notice would have beendelivered.

21. Trusts

21.1

If the Client at any time upon or subsequent to entering in to the Contract is acting inthe capacity of trustee of any trust (“Trust”) then whether or not UPVC may have noticeof the Trust, the Client covenants with UPVC as follows:

(a) the Contract extends to all rights of indemnity which the Client now or subsequentlymay have against the Trust and the trust fund;

(b) the Client has full and complete power and authority under the Trust to enter intothe Contract and the provisions of the Trust do not purport to exclude or take awaythe right of indemnity of the Client against the Trust or the trust fund. The Client willnot release the right of indemnity or commit any breach of trust or be a party to anyother action which might prejudice that right of indemnity;

(c) the Client will not without consent in writing of UPVC (UPVC will not unreasonablywithhold consent), cause, permit, or suffer to happen any of the following events:

(i) the removal, replacement or retirement of the Client as trustee of the Trust;

(ii) any alteration to or variation of the terms of the Trust;

(iii) any advancement or distribution of capital of the Trust; or

(iv) any resettlement of the trust property.

22. General

22.1

The failure by either party to enforce any provision of these terms and conditions shallnot be treated as a waiver of that provision, nor shall it affect that party’s right tosubsequently enforce that provision. If any provision of these terms and conditionsshall be invalid, void, illegal or unenforceable the validity, existence, legality andenforceability of the remaining provisions shall not be affected, prejudiced orimpaired.

22.2

These terms and conditions and any contract to which they apply shall be governed bythe laws of New South Wales, the state in which UPVC has its principal place ofbusiness, and are subject to the jurisdiction of the Gosford Courts in that state.

22.3

Subject to clause 14, UPVC shall be under no liability whatsoever to the Client for anyindirect and/or consequential loss and/or expense (including loss of profit) suffered bythe Client arising out of a breach by UPVC of these terms and conditions (alternativelyUPVC’s liability shall be limited to damages which under no circumstances shall exceedthe Price of the Goods).

22.4

UPVC may licence and/or assign all or any part of its rights and/or obligations under thisContract without the Client’s consent.

22.5

The Client cannot licence or assign without the written approval of UPVC.

22.6

UPVC may elect to subcontract out any part of the Services but shall not be relievedfrom any liability or obligation under this Contract by so doing. Furthermore, the Clientagrees and understands that they have no authority to give any instruction to any ofUPVC’s sub-contractors without the authority of UPVC.

22.7

The Client agrees that UPVC may amend their general terms and conditions forsubsequent future contracts with the Client by disclosing such to the Client in writing.These changes shall be deemed to take effect from the date on which the Clientaccepts such changes, or otherwise at such time as the Client makes a further requestfor UPVC to provide Goods to the Client.

22.8

Neither party shall be liable for any default due to any act of God, war, terrorism,strike, lock-out, industrial action, fire, flood, storm or other event beyond thereasonable control of either party.

22.9

Both parties warrant that they have the power to enter into this Contract and haveobtained all necessary authorisations to allow them to do so, they are not insolvent andthat this Contract creates binding and valid legal obligations on them.