Terms of Trade (“Terms”)
1

Application of Terms

1.1

These Terms govern our supply of Goods to you, including
supplies on a cash basis.

1.2

If you wish to negotiate these Terms with us then you should
respond to this document, marking up these Terms anddrawing those changes to our attention and obtain ouragreement in writing.

1.3

It is not our practice to otherwise review terms and conditions
on documents that you issue to us.

1.4Unless we otherwise agree in writing, we do not accept, andwill not be bound by, any terms or conditions included in,attached to, or referenced in, any other document you give to
us like a purchase order.

2

Quotations

2.1

Each quotation that we issue:(a)is an estimate only;(b)

is not an offer or obligation to supply any Goods;(c)is exclusive of GST;(d)does not include the costs of delivering Goods or
demurrage costs;(e)remains valid for acceptance for a period of fourteen(14) days from the date of quotation, unless withdrawn
by us before a contract for supply is formed; and(f)contains a price on the basis that all Goods aredelivered during Business Hours,

you of the new price/rates. Thereafter you may reject the newprice/rates within seven (7) days and terminate the contract
for supply without any cost or penalty to you, otherwise you
agree that the price/rates will apply to the contract.

5

Delivery and risk

5.1

We will use reasonable endeavours to deliver the Goods at
the time and place agreed for delivery. You will makearrangements necessary to take delivery of the Goods.

5.2

You acknowledge and agree that:

5.3

5.4

unless the quotation states otherwise.
2.2

A quotation may include additional terms or conditions, which
will supplement these Terms.

3Formation of contract

3.1

We are not obliged to supply any Goods until after a contract
for supply is formed.

3.2

A contract for supply is formed, and you have accepted theseTerms, when:(a)you have placed an Order with us; and(b)

we have received any deposit we have required fromyou in respect of the Order before progressing it; and(a)unless the contract for supply expressly statesotherwise, time in respect of delivery is not of theessence;(b)

any timeframe or date for delivery is an estimate only
and is not a contractual commitment.

Risk of loss, damage, or deterioration to the Goods passes
to you, and delivery is deemed to occur, at the time:(a)you or any third party on your behalf collect the Goods
from us;(b)

we or our nominated carrier deliver the Goods to thedelivery location stated in your Order (or to such otherlocation as agreed in writing); or(c)your nominated carrier takes possession of theGoods.

It is your responsibility to ensure suitable and clear access tothe place agreed for delivery. If the site is deemed unsuitable
or unsafe (at the delivery driver’s sole discretion), then thedelivery driver may:(a)refuse to deliver the Goods and return the Goods toour premises (in which case an additional delivery fee
will apply to any subsequent delivery attempt); or(b)

deliver the Goods to the location nearest to the agreed
place for delivery where delivery can be safely
effected.

5.5

You agree to sign our delivery docket or consignment note orthat of our nominated carrier as confirmation that you havereceived the Goods, and if appropriate, certify that you havereceived the Goods in apparent good order and condition in
the quantity or volume you have ordered.

5.6

If the Goods are delivered on Pallets (other than junk pallets),the Pallets remain our property. You may be charged for theuse of such Pallets. On the return of the Pallets to us:(a)if the Pallets are returned to us in good condition (inour sole determination, acting reasonably), we agree
to give you a credit in an amount equal to the fee
charged by us in respect of the Pallets; or(b)

if the Pallets are returned to us in a damaged condition(in our sole determination, acting reasonably), you will
be liable to pay to us the cost to repair or replace thePallets.

either we have:

3.3

(c)

accepted your Order in writing; or(d)supplied you with any Goods following receipt of yourOrder.

If you revoke an Order:(a)prior to the formation of a contract for supply then:
(i)

5.7

we will refund you any deposit you have paid inrespect of that Order; and(ii) you will not be required to pay any fee for thecancellation of the Order; or alternatively(b)

due to you being unable or unwilling to accept deliveryof the Goods (other than as a result of the Goods
delivered not being in accordance with the contract for
supply);in circumstances where:

you must pay all our reasonable costs associatedwith fulfilment of your Order; and(c)

we are ready to deliver the Goods and a delivery date
has not been agreed; or(ii) we may apply any deposit you have paid towards
those costs.

(d)the Goods are due to be delivered on an agreed
delivery date,

4.1

The price payable for the Goods will be:

4.4

at your request; or

(b)

(i)

Price

4.3

(a)

after the formation of a contract for supply then unless
we are in breach of the contract for supply:4

4.2

If delivery of the Goods is deferred:(a)the price agreed in writing; or alternatively(b)

the price by our prevailing price list/rates as when you
place your Order.

We may vary our price or rates by notice to you if you request:(a)the Goods be supplied outside Business Hours;(b)different Goods to be supplied to the contract for
supply; or(c)that we delay provision of the Goods for sixty (60)days or more.

Where you purchase Goods below $75 (excluding GST and
freight or delivery costs), we may charge you for the full retailprice to cover our reasonable administration and labourcosts.
Where we vary the price or rates payable for the Goodspursuant to subclause 4.2 and / or clause 4.3, we will notify

Intex Group International Pty Ltd - Terms of Trade© 2023 Results Legalthen you will pay to us:(e)reasonable daily storage charges (which will continue
to accrue until such time as the Goods
are delivered); and(f)any costs associated with us or our nominated carrier
attempting to re-deliver the Goods (where we or our
nominated carrier has previously attempted to deliver
the Goods).

5.8

You acknowledge and agree that we may deliver the Goods
in one or more lots and may invoice you for pro rata progressin respect thereof.

5.9

You acknowledge and agree that we may charge you
demurrage costs for delivery of the Goods.

6

Payment terms

6.1

Unless you have a Credit Facility with us which is not in
default:(a)deposits we have requested must be paid before we

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sale of the Goods on trust for us absolutely.

commence the supply of any Goods; and(b)

you must pay for all Goods before they aredespatched (in cash or cleared funds).

6.2

Payment may be made by cash, cheque, electronic funds
transfer, Visa, or Mastercard credit cards. We reserve theright to change the payment methods that we accept at any
time.

6.3

We may charge a payment surcharge for applicable paymenttransactions equal to our reasonable cost of acceptance.

6.4

You agree to pay GST on all taxable supplies upon us issuing
you a tax invoice relating to the taxable supply.

6.5

You agree to pay sums due to us free of any set off orcounterclaim and without deduction or withholding.

6.6

We are entitled to apply payments made by you to any
account you hold with us, or against any invoice or charge
incurred by you under these Terms.

7

Claims7.1

Subclauses 7.2 to 7.4 only apply if the contract for supply is
not a Consumer Contract and not a Small Business Contract.

7.2

You must, within seven (7) days of the date of delivery:
(a)

(b)

give us notice in writing, with particulars, of any Claimthat the Goods delivered are not in accordance withthe contract for supply (including any Claim forshortfall,
incorrect
supply,ordamagetothe Goods); andYou must notify us in writing of any Claim for non-delivery
within seven (7) days of the date of the invoice which relates
to the Goods the subject of your Claim.

7.4

If you fail to notify us in accordance with subclause 7.2 and
7.3, then, to the extent permitted by law, the Goods are
deemed to have been delivered in good condition and inaccordance with the contract for supply.

8.1

9.3

Where we exercise our right of entry pursuant to subclause
9.2, you agree that us doing so will not give rise to any Claimfor trespass or similar action against us or our officers,
employees, and agents.

9.4

Where we have retaken Goods into our possession, we havethe right to sell or deal with those Goods, and, if necessary,sell any Goods bearing your name or trade mark, and you
hereby grant us an irrevocable licence to do all things
necessary to sell those Goods.

9.5

For the removal of doubt, our interest under this clause 9
constitutes a purchase money security interest for the
purposes of the PPS Act.

10

Security interest

10.1

Unless you have obtained our prior written and fully informed
consent, you undertake not to:

10.2

register a financing change statement in respect of asecurity interest in our favour; or(b)create, or purport to create, any security interest in theGoods (or any proceeds derived from the sale of such
Goods), nor register, nor permit to be registered, afinancing statement or financing change statement inrelation to the Goods in favour of any third party.

You:
(a)

waive your right to receive a copy of any verification
statement in accordance with section 157 of the PPS
Act; and(b)

agree that, to the extent permitted by the PPS Act:(i)

We will accept the return of any Goods if:(b)

the Goods are defective; or
we are required by law to accept the return of theGoods.

At our discretion, we may accept the return of Goods if youchange your mind if:
you agree to:(i)pay the lesser of a handling and administration
charge of 15% of the purchase price of the
returned Goods; and10.3

We need not disclose information of the kind detailed in
section 275(1) of the PPS Act, unless required by law.

10.4

Where we have rights in addition to those under Part 4 of the
PPS Act, those rights continue to apply.

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the Goods are in substantially the same condition to
the condition in which they were delivered; and(c)the Goods were not specifically produced or procured
at your request.

You indemnify and release us from any damage that occurs
to any Goods in return transit. You should ensure that any
returned Goods are insured against such damage.

9

Retention of title

9.1

Until such time as you have made payment in full (in cash or
cleared funds) for any Goods we have supplied:(a)title in the Goods does not pass to you and we retain
the legal and equitable title in the Goods;(b)

you will hold the Goods as fiduciary and bailee for us
and agree to store the Goods in such a manner as toenable them to be readily identifiable as our property;(c)you undertake to not mix the Goods with similar
goods;(d)unless and until we notify you to the contrary, you will
be entitled to sell the Goods in the ordinary course ofyour business (provided any such sale is at arm’s
length and on market terms) and will sell the Goods
as our agent and bailee; and(e)you undertake to hold any proceeds derived from theIntex Group International Pty Ltd - Terms of Trade© 2023 Results Legal

Description of Goods
If you require any Goods for a particular purpose, you must
advise us of that purpose prior to placing your Order andmust obtain a written assurance from us that the Goods willmeet your requirements. If you do not advise us of yourrequirements and we do not expressly warrant in writing that
the Goods will be fit for your particular purpose, then you
agree that you did not rely upon our skill or judgment inrelation to the suitability of the Goods for that purpose.

(ii) reimburse us for all costs we incur in connection
with the return of those Goods (except for Goods
we have incorrectly supplied or we agree are
defective);(b)

sections 95, 96, 117, 118, 120, 121(4), 123, 125,
126, 128, 129, 130, 132, 134, 135, 142, and 143of the PPS Act do not apply and are hereby
contracted out of; and(ii) you waive your right to receive notices under
sections 95, 118, 121(4), 127, 130, 132(3)(d), and132(4) of the PPS Act.

the Goods supplied do not conform with the contract
for supply;

(c)

(a)

8.3

(a)

Returns(a)8.2

While title in the Goods remains with us, you permit us toenter upon any premises you occupy (or any premises any
receiver, receiver and manager, administrator, liquidator, or
trustee in bankruptcy of yours occupies) as your invitee toinspect the Goods and, when you are in default of paymentof any invoice, to repossess any Goods in your possession,custody, or control.

at our request, provide us with photographic evidence(to our satisfaction) of any alleged damage to theGoods.

7.3

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9.2

12

Default

12.1

Subclauses 12.2 to 12.5 apply if you fail to pay sums to us
when they fall due.

12.2

We may charge you interest on the outstanding debt(including any judgment debt) at the rate of 2% per annum
above the average of the most recent prime rate, indicatorrate, or reference rate (however described) for businessoverdrafts as published by Commonwealth Bank of Australia.

12.3

Interest that we charge you in accordance with clause 12.2
will accrue from the date payment was due to the datepayment is made and will be calculated daily and capitalised
monthly.

12.4

We may suspend or cease the supply of any further Goods
to you.

12.5

We may require pre-payment in full for any Goods whichhave not yet been supplied.

13

Indemnity

13.1

If you default in the performance or observance of yourobligations under any contract of which these Terms form
part, then:(a)

we will take steps to mitigate our loss and act

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reasonably in relation to any default by you; and

13.2

(b)

we will give you notice requesting payment for loss
and damage occasioned in respect of those eventsand requesting that you remedy any breach within areasonable time; and(c)if that demand is not met then you indemnify us inrespect of loss, damage, costs (including collection
costs, bank dishonour fees, and legal costs on anindemnity basis) that we have suffered arising
therefrom.

Your liability to indemnify us will be reduced proportionally tothe extent that any fraud, negligence, or wilful misconduct by
us or a breach of our obligations under contract hascontributed to the Claim, loss, damage, or cost which is the
subject of the indemnity.

13.3

Your liability to indemnify us is a continuing obligation
separate and independent from your other obligations andsurvives the termination or performance of any contract ofwhich these Terms form part.

14

Limitation of liability

14.1

No party is liable to the other party for any Consequential
Loss, including under clause 13, however caused arising outof or in connection with any contract for supply of which theseTerms form part.

14.2

While we will take reasonable endeavours to meet any
estimated delivery date or estimated time for Goods, you
acknowledge and agree that we are not liable for any delay
associated with meeting those estimated timeframes.

14.3

If the contract for supply is not a Consumer Contract or a
Small Business Contract then, to the extent permitted by law,
our liability is limited to:(a)(in the case of a supply of Goods):(i)

17

Force majeure

17.1

If a Party is wholly or partly unable to carry out any obligation
under a Contract (other than a payment obligation) becauseof a Force Majeure Event and the affected Party:

17.2

us supplying the Services again; orChange of Details

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(b)

has failed to pay sums due to the party within seven(7) days; or(c)has indicated that it is, or may become, insolvent; or(d)ceases to carry on business; or(e)comprises an entity which is the subject of theappointment of receivers or managers; or(f)comprises a natural person who:(i)

has committed an act of bankruptcy; or

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(iii) is subject to the appointment of liquidators orprovisional liquidators.

16

Change of organisation details

16.1

A party must notify the other party in writing of any intended
change to its:(a)legal entity status;(b)

name; or(c)registered business address,(a)any terms governing your Credit Facility;(b)

any additional terms or conditions contained in our
quotation applicable to the supply of Goods; and(c)these Terms.

Severance
If any part or term of our agreement with you (including any
Credit Facility) is illegal, invalid, or unenforceable, it will beread down so far as necessary to give it a valid andenforceable operation or, if that is not possible, it will besevered from the contract and the remaining provisions will
not be affected, prejudiced, or impaired by such severance.

23

Governing law and jurisdiction

23.1

Our relationship is governed by and must be construed
according to the law applying in the State of Victoria.

23.2

The parties irrevocably submit to the non-exclusive
jurisdiction of the courts of the State of Victoria with respect
to any proceedings that may be brought at any time relating
to our relationship.

24

Definitions

enters into voluntary administration;(ii) is subject to a deed of company arrangement; orConflicts and Inconsistencies
If there is any conflict or inconsistency between any of the
documents which together govern the relationship between
the parties, it is agreed the order of precedence will be(highest to lowest):

comprises a corporation which:(i)Assignment
A party may only assign its rights under the contract for
supply with the written consent of the other party.

(ii) has been made bankrupt;(g)Variation
We may amend these Terms in the future by notifying you in
writing. The amended Terms will thereafter apply to each
Order you place unless you earlier give us written notice inadvance of placing a further Order.

A party may, with immediate effect, terminate any contract for
supply of which these Terms form part by notice in writing, if
the other party:
commits a material or persistent breach of theseTerms and does not remedy that breach (if capable ofremedy) within seven (7) days of the receipt of a notice(or such longer time as specified in the notice)identifying the breach and requiring its remedy; orDespite clause 16.1(a), the non-affected Party may terminate
the Contract immediately by giving notice to the affected
Party if the suspension of the affected Party’s obligation
continues under clause 16.1(a) for more than one (1) month.

You acknowledge and agree to notify us in writing of any
change to your organisation or trading name, entity status orbusiness address at least seven (7) days prior to any suchchange taking effect.

Termination(a)uses all reasonable diligence to remove or remedy
that Force Majeure Event as quickly as possible,

18.1(ii) us paying you the cost of having equivalentServices supplied.

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(b)

18

us repairing or replacing the Goods; or(in the case of a supply of Services):(i)gives the non-affected Party prompt notice of that
Force Majeure Event including particulars of the event
relied upon and so far as known the probable extent
to which it will be unable to perform or be delayed inperforming that obligation; andthat obligation is suspended to the extent that it is affectedby the continuation of the Force Majeure Event.

(ii) us paying you the cost of having the Goods
repaired or replaced.
(b)

(a)

In these Terms, unless the context otherwise requires, the following
definitions apply.
24.1

Australian Consumer Law means Schedule 2 to theCompetition and Consumer Act 2010 (Cth), as amended.

24.2

Business Hours means between 07:30am to 5:00pm on a
day that is not a Saturday, Sunday, or gazetted public holiday
in the place where the Goods are, or are to be, supplied.

24.3

Claim includes a claim, notice, demand, action, proceeding,litigation, investigation, judgment, or award howsoever
arising, whether present, unascertained, immediate, future,or contingent, whether based in contract, tort, pursuant tostatute or otherwise and whether involving a third party or aparty to a contract for supply.

24.4

Consequential Loss includes any:

at least fourteen (14) days before the intended change takes
effect.

(a)Intex Group International Pty Ltd - Terms of Trade© 2023 Results Legal

consequential loss;

3 of 4(b)loss of anticipated or actual profits or revenue;(c)loss of production or use;(d)financial or holding costs;(e)loss or failure to realise any anticipated savings;(f)loss or denial of business or commercial opportunity;(g)loss of or damage to goodwill, business reputation,
future reputation, or publicity;(h)loss or corruption of data;(i)

downtime costs or wasted overheads; or(j)special, punitive, or exemplary damages.

24.5

Consumer Contract has the meaning given to this term in
section 23(3) of the Australian Consumer Law.

24.6

Credit Facility means an account we have opened for you
on which we may, from time to time, extend you withadditional time to pay for our Goods and associated charges.

24.7

Customer, you means the person or other entity who hasplaced an Order with us for the supply of Goods.
Force Majeure Event means any act of God, acts, decrees,or regulations of Government Authorities, casualty, fire,
explosion, storm, flood, frost or snow, earthquake, embargo,
industrial action, strike, lockout, civil commotion, riot,
insurrection, war, epidemic or pandemic, damage to or
destruction of facilities, equipment or mechanical breakdown,
failure of a third-party supplier or service provider, or any
other occurrence which is not in the reasonable control of theaffected Party.

24.8

24.9

Goods means all goods supplied by us, as described on our
quotation, invoice, or any other form issued by us (and where
the context requires, includes any provision of Services).

24.10 Order means a written or oral order placed by you requestingthat we provide Goods.
24.11 Pallets means any pallets, drums, bearers, or any othercontainers accompanying the Goods.
24.12 PPS Act means the Personal Property Securities Act 2009(Cth), as amended.
24.13 Services means all services performed by us, as describedon our quotation, invoice, or any other form issued by us (andwhere the context requires, includes any supply of Goods).
24.14 Small Business Contract has the meaning given to thisterm in section 23(4) of the Australian Consumer Law.
24.15 Supplier, we, us means Intex Group International Pty Ltd
ACN 163 012 039 as trustee for the Intex Supplies Unit TrustABN 95 919 466 212.

25

Interpretation

In these Terms, unless the context otherwise requires:
25.1

A time is a reference to the time zone of the Australian State
capital city where we have received and processed yourOrder, unless otherwise specified.

25.2$, dollar, or AUD is a reference to the lawful currency ofAustralia.

25.3

A party includes a reference to that person’s executors,
administrators, successors, substitutes (including a person
who becomes a party by novation), assigns, and in the caseof a trustee, includes any substituted or additional trustee.

25.4

A right includes a benefit, remedy, authority, discretion, or
power.

25.5

The singular includes the plural and vice versa, and a genderincludes other genders.

25.6“In writing” or “written” means any expression of information
in words, numbers, or other symbols, which can be read,
reproduced, and later communicated, and includes
electronically transmitted and stored information.

25.7

If a word or phrase is given a defined meaning, its othergrammatical forms have a corresponding meaning.

25.8

Words such as “includes”, “including”, and “for example” arenot words of limitation and are to be construed as thoughfollowed by the words “without limitation”.

25.9

A term of an agreement in favour of two or more persons is
for the benefit of them jointly and each of them separately.

Intex Group International Pty Ltd - Terms of Trade© 2023 Results Legal

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