Speedpanel Terms & Conditions of Trade

Our terms

1. THESE TERMS
   • 1.1 What these Terms cover. These are the Terms which govern the sale of our Product(s) to you and any dealings and / or arrangements between you and us relating to the Product(s).
   • 1.2 How we can change these Terms. We (as defined at clause 1 below) reserve the right to amend these Terms from time to time.  Every time you wish to purchase Product(s) from us, please check these Terms to ensure you understand the Terms that apply to the purchase of the Products at that time.
   • 1.3 Read Terms carefully. Please read these Terms carefully before you submit your Order to us.
   • 1.4 Definitions. In these Terms, unless the context otherwise requires:
     • 1.4.1 “Accession” means any of the Product(s) which are installed in, or affixed to, other goods.
     • 1.4.2 “Acknowledgement” has the meaning given to it in clause 6.
     • 1.4.3 “Amount Owing” means, at any time, all amounts payable by you to us in connection with the Product(s) whether or not due for payment under these Terms.
     • 1.4.4 “Australian Consumer Law” means the Australian Consumer Law, being Schedule 2 of the Competition and Consumer Act 2010 (Cth).
     • 1.4.5 “Business Day” means a day that is not a Saturday, Sunday or public holiday in Victoria.
     • 1.4.6 “Collection Window” means the window of 10 Business Days from the date you are notified that the Product(s) are available for collection from our premises.
     • 1.4.7 “Contract” means:
       • (a)       any contract to which these Terms are expressed to form part; and
       • (b)       for the supply of Products pursuant to an Order, the contract (which includes these Terms) formed for the supply of the Products to you upon an Acknowledgement.

• • • 1.4.8 “Order” means an order or an offer to purchase the Products(s) from you to us and can be made in writing or verbally.
    • 1.4.9 “PPSA” means the Personal Property Securities Act 2009 (Cth).
    • 1.4.10 “Processed” means Products which after their delivery, become part of a product or mass by being manufactured, processed, assembled, commingled or otherwise dealt with in such a way that their identity is lost in the product or mass.
    • 1.4.11 “Product(s)” means any goods, products, services and/or materials supplied, or to be supplied, by us to you.
    • 1.4.12 “Special Conditions” means any terms and conditions incorporated in a Contract to amend or supplement these Terms.
    • 1.4.13 “Speedpanel Group” means Speedpanel and each of its subsidiaries, affiliates and related entities.
    • 1.4.14 “Terms” means these terms and conditions as modified or amended in relation to a particular Order.
    • 1.4.15 “you” means:
      • (a)       the customer specified in the application for commercial credit if these Terms accompanies the application for commercial credit; or
      • (b)       if there is no application for commercial credit, the person or entity placing the Order with us, or on whose behalf the Order is placed.
    • 1.4.16 “Website” means the website located at https://speedpanel.com.au/.
    • 1.4.17 “WHS Requirements” means law and policies relating to work health and safety applying to you and us under these Terms.
    • 1.4.18 the terms “financing statement”, “proceeds”, “purchase money security interest”, “security agreement”, “security interest” and “verification statement” have the respective meanings given to them under, or in the context of the PPSA.

2. INFORMATION ABOUT US AND HOW TO CONTACT US
   • 2.1 Who we are. We are Speedpanel Systems Pty Ltd (Australian Company Number 620 898 400) (“Speedpanel“, “we“, “us” or “our“).
   • 2.2 How to contact us. You can contact us by writing to us at enquiries@speedpanel.com.au, 421 Dorset Road, Bayswater, Victoria, 3153, or calling us on +61 3 9115 6666.
   • 2.3 How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address which you provided to us at the time your Order was submitted.
3. ORDERING
   • 3.1 Contract. You agree that any contract entered into between you and us for the sale of Product(s) incorporates these Terms, the Special Conditions (if any), the Acceptance and any variations agreed in writing.
   • 3.2 Credit account. unless otherwise agreed in writing with us, where you have a credit account with Speedpanel:
     • 3.2.1 Speedpanel’s application for commercial credit will also apply to you;
     • 3.2.2 you agree to procure that each of your directors sign the guarantee and indemnify deed poll in favour of Speedpanel in such form approved by Speedpanel and return the same to Speedpanel at the same time as the signed application for commercial credit account or as otherwise requested by Speedpanel; and
     • 3.2.3 we can, with prospective effect, vary or withdraw any credit facility or limit the credit facility at our discretion and without liability to you or any other party.
   • 3.3 Special Conditions. We may set specific terms from time to time in relation to Orders such as, without limitation, a requirement to pay a deposit and to make full prepayment in relation to an Order.  Any Special Conditions that apply to your Order will be notified to you at the time of placing the Order and to the extent of any inconsistency with these Terms, the Special Conditions notified at the time of placing the Order will prevail over these Terms.
   • 3.4 How to submit an Order. To submit an Order:
     • 3.4.1 you must:
       • (a)       select the Product(s) you wish to order and the Order must be submitted to us in writing; and
       • (b)       accept these Terms; and

• • • 3.4.2 prior to submitting your Order you must verify the accuracy of the information you have provided to us including the Product(s), sizes and quantities and make the necessary corrections.

• • 3.5 Processing of Order. Your Order constitutes an offer to us to buy Product(s).  Upon receipt, the Order will be submitted to us for processing and may not be changed or cancelled except as expressly provided in these Terms, or as required by applicable law.
  • 3.6 How we will accept your Order. An Order is accepted when:
    • 3.6.1 you receive an acknowledgement of the Order from us advising you that we have accepted your Order;
    • 3.6.2 we appropriate the relevant Product(s) for delivery to you; or
    • 3.6.3 we deliver the relevant Product(s) to you,
      whichever occurs first (“Acknowledgement”), at which point a contract will come into existence between you and us.

• • 3.7 If we do not accept your Order. We reserve the right to refuse any Order you place with us in our absolute discretion and may make our acceptance of an Order conditional upon a satisfactory credit assessment of you. We may, in our sole discretion, limit or cancel quantities purchased.
  • 3.8 Allocation of stock. We have a continuing discretion to allocate available stock and give no warranty as to certainty of supply unless expressly agreed in writing in advance.
  • 3.9 Forward Orders. If you place forward Orders or request partial or instalment delivery, you agree:
    • 3.9.1 to pay for so much of any Order as is from time to time delivered by us; and
    • 3.9.2 that no delay or failure to fulfil any part of any Order will entitle you to cancel or vary any Order or delay or reduce any payment.
  • 3.10 Variation or cancellations of Orders. Variation or cancellation of any Order, Contract, dealing or arrangement is required to be made in writing to us and must be agreed by us in writing.  You agree to indemnify us against any loss suffered by us as a result of such variation or cancellation.
  • 3.11 All Divisions. You agree that:
    • (a)         these Terms will apply to all dealings between you and us and any member of the Speedpanel Group; and
    • (b)         these Terms will be deemed incorporated into all Contracts with that member of the Speedpanel Group on the basis that a reference in these terms to “Speedpanel”, “we”, “us” or “our” shall be deemed to be a reference to that Speedpanel Group member,
      unless expressly agreed in writing otherwise by that member of the Speedpanel Group.

• • 3.12 Security Agreement. You acknowledge that each Order by you constitutes a security agreement on the terms set out in these Terms and that we may register a financing statement (or comparable notice in any other relevant jurisdiction) in respect of the security interests provided for by any Contract and these Terms.

4. QUOTATIONS, PRICE AND PAYMENT
   • 4.1 Quotations. You agree:
     • 4.1.1 formal quotations must be in writing unless otherwise agreed by us;
     • 4.1.2 we will not be bound by any quotation if an Order is placed outside the period of the quotation’s validity specified in the quotation (Validity Period) and in the absence of any Validity Period, 30 days from the date of the estimate;
     • 4.1.3 prior to receipt of any Order we may amend a quotation; and
     • 4.1.4 we shall not be bound by any quotation if:
       • (a)       we form the view that the subject matter of the quotation is to form part of a larger transaction or series of transactions with you and those circumstances have changed;
       • (b)       any assumption in the quotation is incorrect; or
       • (c)       you are in breach of these Terms.

• • 4.2 Discounts. Any discount offered by us is at our complete discretion and will only be available to you if you are not in breach of any part of these Terms or in default of any of its dealings with us.
  • 4.3 Where to find the price for the Product. Subject to any other conditions agreed in writing between you and us or a quotation within the Validity Period, the price of the Product (which includes GST unless otherwise stated) will be the price for the Product(s) as set out in our published price list applicable at the time of delivery of the Product(s).
  • 4.4 Payment Terms. Payments must be made without deduction or set-off of any kind and within 30 days of the date of our invoice unless otherwise agreed in writing with us.
  • 4.5 Application of Payment. We may apply a payment received from you to any Amount Owing (including part payment of an invoice, administration, collection and other costs) in any order.
  • 4.6 Goods and Services Tax. You must pay us a total price which includes GST paid or payable by us in respect of the Product(s) supplied by us to you.  The amount payable by you will be stated in an invoice to you.  Any other relevant taxes on the Product(s) supplied will be payable by you to the extent that they are not already included in the price of the Contract.
  • 4.7 No set off. Payments must be made without set-off, deduction or counterclaim by either:
    • 4.7.1 electronic funds transfer to our nominated account; or
    • 4.7.2 by credit card (noting that a cost-based surcharge will be applied to all credit card payments, limited to the amount it costs us to accept payment from that type of credit card (i.e. relevant merchant fee at time of transaction).
  • 4.8 Failure to make payment. If you fail to make payment of an invoice by its due date, we will be entitled (without prejudice to any other right or remedy it may have) to:
    • 4.8.1 cancel or suspend any existing Orders or delivery under any Order to you or refuse to accept any new Orders from you; and
    • 4.8.2 charge you interest on the overdue amount at the rate of 12% per annum calculated daily.
  • 4.9 Administrative charges. You agree to pay us administration costs for dishonoured payments and cheques of $25.00 for the first dishonoured payment / cheque and $50.00 for each subsequent dishonoured payment / cheque.

5. OUR PRODUCTS
   • 5.1 Designs provided by you. To the extent permitted by law (including under the Australian Consumer Law), we disclaim any responsibility or liability relating to any Product(s):
     • 5.1.1 processed or made in accordance with designs, drawings, specifications, measurements or other information or with materials which are provided or approved (whether in part or full) by you or on your behalf; and / or
     • 5.1.2 utilised, stored, sorted or handled incorrectly or inappropriately by you or a third party.
   • 5.2 Manufacturer guidelines. You must not alter, modify or use our Product(s) in contravention of our instructions or manufacturer guidelines available at [insert link] or common or accepted industry practice.  You acknowledge and agree that use of any products or services (other than those supplied or provided by us) may void any compliance documentation or warranty.
   • 5.3 Adverse Environments. You acknowledge and agree that:
     • 5.3.1 Product(s) can be adversely affected by severe environments, temperature extremes, frost, wind borne sale or abrasives which cause flaking, eat-away finish and reduce expected operating life especially in seaside locations; and
     • 5.3.2 there is a natural variation in roll formed products such as the Product(s) affecting their exact specified dimensional features.

6. OUR RIGHTS TO MAKE CHANGES
   • 6.1 Product modifications. We may update, modify, make substitution or alter any of our Products or any component or raw material incorporated in or used in forming any part of any Products as part of our business, to reflect changes in relevant laws and regulatory requirements and to implement minor technical adjustments and improvements. You agree to accept current Products in substitution of any Products ordered provided they are not materially different.
7. PROVIDING THE PRODUCTS
   • 7.1 When we will provide the Product(s). During the Order process we will let you know when we expect the Product(s) to be available for collection (as applicable).
   • 7.2 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the Product(s) to you, for example, designs, drawings, specifications and measurements. If you do not give us this information, you will not be able to order Product(s) from us and we will not be responsible for not supplying them.
   • 7.3 Fulfilment of accepted Orders. Reasonable commercial efforts will be made to fulfil accepted Orders placed with us, but if our ability to do so is affected (directly or indirectly and whether by circumstance already existing or otherwise) by strikes, lockouts, rise of freight, duties or other charges, acts of Gods, or by any cause whatsoever, we shall have the right:
     • 7.3.1 to elect to extend the time for fulfilment of the Order or compliance with any delivery or completion date;
     • 7.3.2 to alter the specifications for the Products so as to allow the substitution of equivalent Products; or
     • 7.3.3 to terminate the Order without liability for breach of contract or for any antecedent breach.In any event, we will be entitled to full payment for all Products which have been delivered.  We will not be liable for any loss, including consequential loss and loss of profit, arising from any delay in our performance of the contract or the early termination of any Order.

8. RISKS AND TITLE TO PRODUCTS
   • 8.1 Risk and title to Products. Immediately upon delivery in accordance with clause 1.2, you accept risk and liability for the Product.
   • 8.2 Title. We retain legal and equitable title in any Product(s) supplied, or to be supplied, to you until full payment of the entire Amount Owing has been received by us.  Until such full payment has been received, the following terms apply:
     • 8.2.1 Notwithstanding that title in the Product(s) remains with us until full payment is made to us, you may sell or use the Product(s) in the ordinary course of your business. As between you and the purchaser of any item of the Product(s), you sell as principal and not as our agent.  The proceeds of sale of each item of Product(s) must be held by you in a separate fund on trust for us and you are under a duty to account for us for such proceeds.  The creation of, or any failure of, any such trust shall not in any way limit your obligations to pay an amount to us for the Product(s) supplied.
     • 8.2.2 Until the Product(s) are sold (if applicable), you must keep the Product(s) safe and free from deterioration, destruction, loss or harm, clearly designate the Product(s) as our property, store the Product(s) in such a way they are clearly identified as our property and keep full and complete records, firstly, of the physical location of the Product(s) and secondly, the ownership of the Product(s) by us.
     • 8.2.3 We are irrevocably entitled at any time before the sale of any item of Product(s) by you to inspect or to recover and retake possession of such Product(s) and otherwise exercise in relation to the Product(s) any of our rights whether those rights are as owner and/or unpaid seller or otherwise and whether those rights are conferred by common law, contract, statute or in any other way. In order to exercise such entitlement, we and our agents are irrevocably authorised by you to enter any of your premises or vehicles or those of any third party.  You agree to obtain the consent of any such third party to such entry by us and to indemnify us and our agents for any liability arising from any entry upon its, or third parties, premises or vehicles.  We agree and will procure that our agents take all reasonable care in removing the Product(s) from such premises or vehicles but, to the extent this liability may be disclaimed by law, are not liable for any damage or injury to such premises caused by the removal of the Products.
     • 8.2.4 You may only install of affix the Products to other goods (so that they become an Accession to those other goods) or use or permit the Product(s) to be manufactured, processed, assembled, commingled or otherwise dealt with (so that they become Processed Products) in the ordinary course of its normal business.
     • 8.2.5 The reservation of title and ownership under this clause 8 is effective whether or not the Product(s) have been altered from their supplied form or commingled with other goods.
   • 8.3 Purchase money security interest. The retention of title arrangements described in this clause 8 constitutes the granting of a purchase money security interest by you in favour of us in respect of all present and after acquired Product(s) supplied by us to you. You must, if requested by us, sign any documents, provide all necessary information and do anything else required by us to ensure that our purchase money security interest is a perfected security interest and the provisions of clause 10 will apply.  You will not enter into any security agreement that permits any other person to have or to register any security in respect of the Products or any proceeds from the sale of the Products, until we have perfected our purchase money security interest.
9. DELIVERY AND INSURANCE
   • 9.1 Delivery. To the extent permitted by law (including the Australian Consumer Law) and unless the parties agree otherwise in writing:
     • 9.1.1 we accept no responsibility for delivery. If you request that we arrange delivery for you, we may elect to do so:
       • 9.1.1.1 through a carrier and without liability to you;
       • 9.1.1.2 at your cost and responsibility;
       • 9.1.1.3 we may charge a transport / freight forwarding cost of up to 20% of the transport / freight forwarding cost; and
       • 9.1.1.4 if on delivery you reject / do not accept delivery of the Product(s) at the destination, we may cancel the Order, charge you any demurrage or other costs incurred and charge you a freight/handling/restocking charge (part determined by invoice value) which will be no more than 20% of the invoice value;
     • 9.1.2 you will be deemed to have accepted delivery and liability for the Product(s) immediately after:
       • (a)       we notify you that the Product(s) are ready for collection;
       • (b)       they are delivered to a carrier; or
       • (c)       they are delivered to your business premises or site, whether attended or not,
         whichever is earlier;

• • • 9.1.3 a document (including without limitation a consignment note) purporting to be signed by an officer, employee or contractor of Speedpanel confirming delivery will be conclusive evidence of delivery as will any signed delivery docket; and
    • 9.1.4 we will not be liable for delay, failure or inability of a carrier to deliver the Product(s).

• • 9.2 Products in transit. Products in transit are not insured by us and any insurance must be arranged by you.  Charges for any insurances will be payable by you.
  • 9.3 Carriers organised by you. Where your carrier is to collect the Product(s) from our premises, if the Product(s) are not collected within the Collection Window, we may cancel the Order and charge you all costs of holding and handling the Product(s).
  • 9.4 Collection from our premises. Where Product(s) are collected from our premises by you or your carrier, risk of damage to, or loss or deterioration of any such Product(s) passes to you at the time the Product(s) have been loaded onto your, or your carrier’s vehicle (as applicable).
  • 9.5 Products not collected. We may (without any liability to you), resell and/or reallocate Product(s) to other customers when not collected within the Collection Window.
  • 9.6 WHS Requirements. You or your carrier (as applicable) must, at your cost:
    • 9.6.1 acquaint yourself with, and comply at all times with, the WHS Requirements; and
    • 9.6.2 comply with any of our directions related to WHS Requirements whilst on our premises.

10. SECURITY
    • 10.1 Security Interest. You grant us a security interest in the Product(s) to secure payment of the Amount Owing.  The security interest extends to and continues in all proceeds, Accessions and Processed Products and is a purchase money security interest to the extent to which it secures payment of that part of the Amount Owing which comprises the aggregate unpaid purchase price of the Product(s).
    • 10.2 Consent. You consent to us effecting a registration on the PPSA register in relation to any security interest contemplated by these Terms and further agree:
      • 10.2.1 to do all things necessary and required by us to make sure that the security interest is registered; and
      • 10.2.2 that it must not do, or permit anything to be done, that may result in the purchase money security interest granted to us ranking in priority behind any other security interest.
    • 10.3 No right to certain notices. To the extent that the Products are for your business use, you agree to the extent permitted under the PPSA, that you have no right to:
      • 10.3.1 to receive notice of removal of an accession under the PPSA;
      • 10.3.2 under Chapter 4 of the PPSA; or
      • 10.3.3 under the PPSA to receive a copy of any verification statement or a financing statement under the PPSA
    • 10.4 Without in any way limiting clause 1, you agree that to the extent permitted under the PPSA, you hereby waive your rights under sections 95, 96, 117, 118, 120, 121(4), 123, 125, 126, 128, 129, 130, 132, 134, 135, 142 and 143 of the PPSA.
    • 10.5 Unless otherwise agreed in writing by us, you waive your rights to receive a verification statement in accordance with section 157 of the PPSA.
    • 10.6 You must not assign or grant a security interest in respect of any accounts owed to you in relation to the Product(s) without our prior written consent.
    • 10.7 Without limiting any other provision of these Terms or any Contract, if you make a payment to us at any time whether in connection with the supply of products or otherwise, we may at our absolute discretion apply that payment to first satisfy obligations that are not secured, then obligations that are secured, but not by a purchase money security interest, in the order in which those obligations were incurred, and then obligations that are secured by a purchase money security interest in the order in which those obligations were incurred.
11. YOUR RIGHT TO RETURN OUR PRODUCT(S)
    • 11.1 What to do if what you have bought is defective. If any Product you purchase is defective or is not what you ordered, please contact us using the information set out in clause 2 above. We will assess all requests to return Product(s) against our Returns Policy located here.  Our Products come with guarantees that cannot be excluded under the Australian Consumer Law.  If you are a consumer of the Products, you are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
    • 11.2 Speedpanel warranty. The Speedpanel warranty provided by us for our Product(s) and the conditions that apply to that warranty are set out at https://speedpanel.com.au/warranty/. This warranty is offered by us to our Australian customers.
    • 11.3 Return of Products other than defective Products. To the extent permitted by law (including under the Australian Consumer Law):
      • 11.3.1 if we elect to take back a Product (other than a defective Product), it must be in a new and saleable condition as determined by us following the inspection of the returned Product(s) at our premises and upon the terms, conditions and fees outlined in our Returns Policy here;
      • 11.3.2 custom made or custom processed Products, or Products acquired by us specifically for you, will not be returnable (unless defective).
    • 11.4 When we will pay the costs of return. We will only pay the costs of you returning Product(s):
      • 11.4.1 if the Product(s) are defective;
      • 11.4.2 because you have a legal right to do so as a result of something we have done wrong; or
      • 11.4.3 if required by law.In all other circumstances you must pay the costs of return.

12. Limitation of liability
    • 12.1 Implied terms, conditions and warranties. With the exception of the consumer guarantees imposed under the Australian Consumer Law (Consumer Guarantees) and the Speedpanel Warranty, Speedpanel excludes any term, condition or warranty that may otherwise be implied into these Terms.
    • 12.2 Limitations of Liability. Except as provided in clause 3, elsewhere in these Terms or where otherwise required under the Australian Consumer Law, our liability for a breach of these Terms, a Contract, a condition, warranty or a guarantee of supply or in relation to defective goods and services or for Products not meeting specifications, is limited (at our discretion):
      • 12.2.1 in case of goods we supply:
        • 12.2.1.1 the replacement of the goods or the supply of equivalent goods;
        • 12.2.1.2 the repair of the goods;
        • 12.2.1.3 the payment of the cost of replacing the goods or of acquiring equivalent goods; or
        • 12.2.1.4 the payment of the costs of having the products repaired; and
      • 12.2.2 in the case of services we supply:
        • 12.2.2.1 the supplying of the services again; or
        • 12.2.2.2 the payment of the cost of having the services supplied again,
          and you will limit any claim upon us accordingly.

• • 12.3 Consumer Guarantees. If goods or services we supply are of a kind ordinarily acquired by you for your personal, domestic or household use or consumption and there is a “major” failure of the goods or services to meet any consumer guarantee under the Australian Consumer Law then you may, without limiting any other right or remedy under the Australian Consumer Law, choose one of the following remedies.
    • 12.3.1 in case of goods we supply:
      • 12.3.1.1 ask for a refund;
      • 12.3.1.2 return the goods and ask for an identical replacement, or one of similar value if reasonably available; or
      • 12.3.1.3 keep the goods and ask for compensation for the drop in value caused by the problem; or
    • 12.3.2 in the case of services we supply:
      • 12.3.2.1 cancel the contract and pay a reasonable amount for the work done, or seek a refund; or
      • 12.3.2.2 for money already paid, keep the contract and negotiate a reduced price for the drop in value of the service – this may mean asking for some of the money back you have already paid.
  • 12.4 Other loss. To the extent permitted by law (including the Australian Consumer Law), we will not be liable for any contingent, special, indirect or consequential loss, loss of profit, or damages of any kind arising out of or in connection with:
    • 12.4.1 these Terms, including any Order submitted by you pursuant to these Terms;
    • 12.4.2 any failure to deliver the Product(s) (or any part of them) promptly or at all, other than to refund any price paid by you where the Product(s) are not delivered at all.
  • 12.5 The Competition and Consumer Act 2010 (Cth) and Fair Trading Acts. Nothing in these Terms or any Contract is intended to have the effect of contracting out of any applicable  provisions of the Competition and Consumer Act 2010 (Cth) or the Fair Trading Acts in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable.  If you are a consumer for the purposes of the Australian Consumer Law, nothing in these Terms or any Contract limits any remedy available for a failure of the guarantees in sections 56 and 57 of the Australian Consumer Law.
  • 12.6 Your faults. To the extent permissible at law, we will not be liable for any claim relating to or arising from any alleged fault or defect, caused or contributed by you or any third party.
  • 12.7 Insolvency. If you commit or are involved in any act of insolvency, you will be deemed in default of these Terms and all Contracts.  An act of insolvency includes without limitation, bankruptcy, liquidation, receivership, administration, or the like and failure to pay in accordance with these Terms or any Contract.

13. Warranties and exclusions
    • 13.1 Representation Exclusions. Except as expressly provided to the contrary in these Terms or in a Contract, all representations, warranties, guarantees and implied terms or conditions in relation to the Products are excluded to the maximum extent permitted by law.
    • 13.2 Particular Purpose. You agree that if you are aware (or should be aware) that the Product(s) which are the subject of an Offer, are for a particular purpose (including, but not limited to, use as a component part of another product) or are required to possess special or uniform characteristics, you will promptly specify in writing that purpose or those characteristics in any such Order.
    • 13.3 Own Enquiries. Unless expressly agreed by us in writing, you agree that you have made your own enquiries in relation to the suitability of the Product(s) and to the extent permitted by law do not rely on representations by us in relation to their suitability for a particular purpose or any steps which may need to be taken in relation to their use.
    • 13.4 Exclusions. To the extent permitted by law, any warranty provided herein does not cover:
      • 13.4.1 problems caused by improper installation methods or failure to follow installation instructions issued by us or on our behalf;
      • 13.4.2 damage caused by improper maintenance;
      • 13.4.3 use of Products contrary to our recommendations; or
      • 13.4.4 normal wear and tear.

14. INTELLECTUAL PROPERTY
    • 14.1 Your designs. To the extent permitted by law (including under the Australian Consumer Law), we disclaim any responsibility or liability for any Product(s):
      • (a)         processed or made to designs, drawings specifications or measurements or with materials which are provided or approved (whether in full or part) by you or on your behalf; and / or
      • (b)         utilised, sorted or handled incorrectly or inappropriately by you or a third party.

• • 14.2 Rights in the Product(s). All rights (including intellectual property rights) in the Product(s) and the composition of the Product(s) and processes remain with us unless otherwise agreed in writing by us.  You acknowledge and agree that you are not granted any rights in our processes or to our Products by virtue of such processes being incorporated into your product.
  • 14.3 Trade Marks. “Speedpanel” and our logo are registered trade marks which we own or are licensed to use.  You cannot use the trade marks, or re-sell, wholesale or distribute Speedpanel branded products, without our express written consent.

15. HOW WE MAY USE YOUR PERSONAL INFORMATION
    • 15.1 How we may use your personal information. We will only use your personal information as set out in our privacy policy here.
    • 15.2 Privacy disclosure and consent. You irrevocably authorise us to:
      • 15.2.1 obtain credit information about your personal, consumer and commercial credit worthiness from any bank or trade referee disclosed in any application for commercial credit with us completed by you and provided to us and from any other credit provider or credit reporting agency for the purpose of assessing your application, or in connection with any guarantee given by you;
      • 15.2.2 use, disclose or exchange with other credit providers and other members of the Speedpanel Group information about your credit arrangements in order to assess your application for credit, monitor credit worthiness and collect overdue accounts; and
      • 15.2.3 disclose the contents of any credit report on you to any members of the Speedpanel Group, and any of their solicitors, professional advisors or mercantile agents.

16. OTHER IMPORTANT TERMS
    • 16.1 Nobody else has any rights under this contract. Each Contract, created in accordance with these Terms, is between you and us. No other person shall have any rights to enforce any of its terms.
    • 16.2 If a court finds part of these Terms void, illegal or unenforceable, the rest will continue in force. If a clause in these Terms or a Contract is wholly or partly void, illegal or unenforceable in any relevant jurisdiction that provision or part must, to that extent, be treated as deleted from these Terms for a Contract or the purposes of that jurisdiction. This does not affect the validity or enforceability of the remainder of clauses or any other clause in these Terms or a Contract.
    • 16.3 Even if we delay in enforcing these Terms, we can still enforce them later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
    • 16.4 Trusts. If you enter into these Terms as in your capacity as trustee of a trust, you agree that these Terms bind you not only in your own capacity but also as the trustee of the trust of which you are the trustee.
    • 16.5 Entire Agreement. The Contract for the supply of the Products pursuant to an Order constitutes the entire agreement between us and you with respect to that Order.  All prior negotiations, proposals, previous dealings, correspondence, trade custom and/or trade usage are superseded by and will not affect the interpretation of that Contract.  Any terms and/or conditions sought to be imposed by you upon us will not apply unless expressly agreed in writing by us as overriding or replacing these Terms.
    • 16.6 Which laws apply to this contract and where you may bring legal proceedings. These Terms are governed by and are to be construed under the laws in force in Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in Victoria, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with these Terms.
    • 16.7 Notices. Any notice under these Terms or any Contract must be in writing, and may be delivered, posted or emailed to a party at their address or email address last notified by them to the other party.  A party may change its address or number for notices by notifying the other party.
    • 16.8 Survival. Termination of these Terms, a Contract and/or dealings between you and us will not end those provisions of these Terms that are capable of surviving termination.