General Terms & Conditions of Trade

1. Definitions:

In these Terms, unless the context otherwise requires:

• “Accession” means any of the Goods which are installed in, or affixed to, other goods;
• “Acknowledgement” has the meaning given to it at clause 4(c);
• “ACL” means Australian Consumer Law Schedule of the Competition and Consumer Act 2010 (C’th);
• “Amount Owing” means at any time all amounts payable by the Customer to Speedpanel at that time in connection with the Goods whether or not due for payment under these Terms;
• “Assets” has the meaning given to it in clause 31(h)(i);
• “Contract” means:
• any contract to which these Terms are expressed to form part; and
• for the supply of Goods pursuant to an Order, the contract (which includes these Terms) formed for the supply of the Goods to the Customer upon an Acknowledgement;
• “Customer” means the customer specified in the application for commercial credit that these Terms accompanies (or if there is no such application, the person or entity placing the Order, or on whose behalf the Order is placed, with Speedpanel);
• “Speedpanel” means SPEEDPANEL SYSTEMS PTY LTD
  ACN 620 898 400;
• “Speedpanel Group” means Speedpanel and each of its subsidiaries, affiliates, associated companies and related entities;
• “Goods” means any goods, products, services and/or materials supplied, or to be supplied, by Speedpanel to the Customer;
• “Order” has the meaning given to it in clause 4(c);
• “PPSA” means the Personal Property Securities Act 2009 (C’th);
• “Processed Goods” means Goods 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;
• “Terms” means these terms and conditions of trade as modified or amended in relation to a particular Order by a written Acknowledgement or in accordance with clause 32;
• 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. Payments:

• Payments to be made without deduction or set-off of any kind and within 30 days of date of Speedpanel’s invoice unless otherwise agreed in writing by Speedpanel.
• Speedpanel may apply a payment received from the Customer to any Amount Owing (including part payment of an invoice, administration, collection and other costs) in any order.
• Speedpanel is entitled to set-off or deduct against any Amount Owing, any amount payable by Speedpanel to the Customer.
• Speedpanel may require the Customer to pay a credit card surcharge (in addition to any payment).
• The Customer agrees to pay Speedpanel’s standard administration costs for dishonoured payments and cheques of $25 for the first dishonoured payment/cheque and $50 for each subsequent dishonoured payment/cheque.
• The Customer must pay Speedpanel interest on Speedpanel’s overdue accounts at a rate of 12% per annum calculated daily.

3. Returns & Cancellations:

To the extent permissible at law (including under the ACL):

• If Speedpanel elects (at its sole and unfettered discretion) to take back Goods and/or products, they must be in a new and saleable condition and upon terms, conditions and fees as outlined in Speedpanel’s Returns & Restocking Policy.
• Order cancellations are required to be made in writing to Speedpanel. Cancellations may incur restocking/cancellation fees, as outlined in Speedpanel’s Returns & Restocking Policy.
• Where Speedpanel agrees in writing to accept a return of defective Goods, such Goods may be returned and will be replaced free of charge or be the subject of a credit for the invoiced value. “Free of charge” does not include labour, transport or material costs associated with the return of the Goods by Speedpanel unless otherwise required by the ACL; and
• unless prohibited under the ACL, the Customer must bear all costs of transporting the Goods back to Speedpanel’s premises or such other location notified by Speedpanel, where Speedpanel agrees to the return of Goods under this clause.

4. Placement of Orders:

• To the extent permissible at law (including under the ACL), if any dispute arises concerning any Order (including any measurement, quality, quantity, identity, or authority or any telephone, facsimile, e-mail or computer generated order) the internal records of Speedpanel will be conclusive evidence of what was ordered.
• The Customer acknowledges that each Order by the Customer constitutes a security agreement on the terms set out in these Terms, and that Speedpanel may register a financing statement (or comparable notice in any other relevant jurisdiction) on behalf of itself in respect of the security interests provided for by the Orders and these Terms.
• An order or an offer to purchase (“Order”) can be made by the Customer in writing and is accepted when:
• the Customer receives an acknowledgment of the Order from Speedpanel; or
• Speedpanel appropriates the relevant Goods for delivery to the Customer; or
• Speedpanel delivers the relevant Goods to the Customer,

whichever first occurs (“Acknowledgment”).

• These Terms apply to every Order unless otherwise agreed in writing by Speedpanel. Without limitation, acceptance of Goods by the Customer is conclusive evidence that these Terms apply and are binding on the Customer.
• Speedpanel may set specific terms from time to time in relation to Orders such as, without limitation, a requirement that the Customer pay a deposit, make full pre-payment in relation to an Order etc. even if Speedpanel has previously agreed to extend the Customer credit.
• Any reconfiguration by the Customer of an order less than 5 business days prior to manufacturing may result in a delay for dispatch of Goods of a minimum of 3 business days due to production rescheduling.
• The Customer must confirm all products, sizes and quantities prior to placement of any Order.

5. Purchase Price:

• All sales are made by Speedpanel at its ruling price at the time of delivery unless otherwise agreed in writing by Speedpanel.
• All government imposts and any GST will be to the Customer’s account. Speedpanel’s price lists exclude such imposts and GST unless expressly noted thereon.
• Any discount offered by Speedpanel is at its complete discretion and will only be available provided the Customer is not in breach of any part of these Terms or in default in any of its dealings with Speedpanel.

6. Estimates:

The Customer agrees:

• formal estimates will be in writing unless otherwise agreed by Speedpanel;
• Speedpanel shall not be bound by any estimate if an order is placed outside the period of the estimate’s validity noted thereon and in the absence of such period being noted, 30 days from the date of the estimate;
• prior to receipt of any order Speedpanel may amend an estimate; and
• Speedpanel shall not be bound by any estimate if:
• it forms the view that the subject matter of the estimate is to form part of a larger transaction or series of transactions with the Customer and those circumstances have materially changed; or
• the Customer is in breach of these Terms or any Contract.

7. Delivery:

• To the extent permissible at law (including under the ACL), Speedpanel accepts no responsibility for delivery but may elect to arrange delivery at its discretion and without any liability and at the Customer’s costs and responsibility in all things.
• Speedpanel reserves the right to charge for any delivery.
• To the extent permitted by law (including under the ACL) the Customer will be deemed to have accepted delivery and liability for the Goods immediately after Speedpanel notifies the Customer that they are ready for collection when they are delivered to a carrier or to the Customer’s business premises or site whether attended or not, whichever is the earlier.
• A document (including without limitation a consignment note) purporting to be signed by an officer of Speedpanel confirming delivery will be conclusive evidence of delivery as will any signed delivery docket.
• To the extent permissible at law (including under the ACL), Speedpanel will not be liable for delay, failure or inability to deliver any Goods.
• Once the Customer has been notified that Goods are ready for collection, the Customer agrees to pay all costs of holding or handling Goods if not collected within 10 days of such notification (unless waived by Speedpanel);
• Speedpanel may (without liability to any customer) resell and/or reallocate any Goods to other customers where not collected by a Customer within 10 days of the notified delivery date. Restocking fees and charges may also apply for continued failure to take orders within the agreed 10-day time frame.
• The Customer must notify Speedpanel of any claim for defective Goods by phone within 48 hours of delivery and in writing within seven days of delivery, after which there will be deemed to be, to the extent permissible at law, unqualified acceptance.
• Transport costs are subject to alteration by Speedpanel.
• Any additional transport/freight forwarding charges shall be payable by the Customer at cost plus 25% unless Speedpanel agrees in writing otherwise.

8. Credit Line:

Speedpanel can at any time and without being liable to the Customer or any third party in any way, vary or withdraw any credit facility or limit.

9. Variation and Cancellation:

Variation or cancellation of any Order, Contract, dealing or arrangement must be on terms agreed in writing by Speedpanel and terms which indemnifies Speedpanel for any loss as a result of such cancellation.

10. Stock Discretion, Partial Delivery, Forward Orders:

• Speedpanel has a continuing discretion to allocate available stock and gives no warranty as to certainty of supply unless expressly agreed in writing in advance.
• If the Customer places forward orders or request partial or instalment delivery, the Customer agrees:
• to pay for so much of any order as is from time to time delivered by Speedpanel: and
• that no delay or failure to fulfil any part of any order will entitle the Customer to cancel or vary any order or delay or reduce any payment.

11. Product and Services:

• Speedpanel may update, modify, make substitution or alter any of its Goods or any component or raw material incorporated in or used in forming any part of any Goods as part of its ongoing business. The Customer agrees to accept current Goods in substitution of any Goods ordered provided they are not materially different.
• To the extent permissible at law (including under the ACL), Speedpanel disclaims any responsibility or liability relating to any Goods:
• processed or made to designs, drawings, specifications or measurements etc. or with materials which are provided or approved (whether in part or fully) by or on behalf of the Customer; and/or
• utilised, sorted or handled incorrectly or inappropriately by the Customer or a third party.
• The Customer must not alter, modify or use Goods in contravention of Speedpanel’s instructions or manufacturer guidelines.
• Use of any products or services other than those supplied or provided by Speedpanel may void any compliance documentation or warranty.

12. Intellectual Property:

• If Speedpanel utilises any design patent or intellectual property or follows any instruction provided by or on behalf of the Customer, the Customer indemnifies Speedpanel against any claim, proceeding, damages or liability for any loss cost or expense arising as a result whether for any alleged infringement of any intellectual property or otherwise.
• The Customer must not advertise, use or represent any intellectual property of Speedpanel or of any Goods themselves in any way without the prior written consent of Speedpanel.
• If the Customer breaches or permits any breach of this clause 12, it acknowledges Speedpanel may suffer claims by third parties as a result (e.g. by models whose images are reproduced without authority and/or by parties who are entitled to exploit any intellectual property).
• All rights in the composition of Goods and processes remain with Speedpanel unless otherwise agreed in writing by Speedpanel. The Customer is not granted any right in Speedpanel’s processes by virtue of such processes being incorporated into a Customers’ product.

13. No Set-Off:

To the extent permissible at law (including under the ACL), no set off or counterclaim will be made or applied by the Customer until payment in full of all bona fide invoices raised by Speedpanel (whether current or overdue) and this clause may be pleaded as a bar to any action taken prior to such payment in full.

14. Default and Recovery Costs:

• To the extent permissible at law (including under the ACL), default or breach by the Customer of these Terms, a Contract or in any dealings with Speedpanel will entitle Speedpanel to retain all monies paid, call-up all monies due or owing (whether currently due and owing or not) cease further deliveries and recover from the Customer all loss of profits without prejudice to any other of its rights under these Terms, a Contract or at law.
• The Customer will pay ( on a full indemnity basis) all costs and expenses of Speedpanel, its legal adviser, mercantile agents and others acting on its behalf in respect of anything instituted or being considered as a result of any breach of these Terms, a Contract or a breach of any dealings with Speedpanel.

15. Guarantee:

Unless otherwise agreed in writing by Speedpanel, the Customer agrees to procure each of its directors to execute an agreement to guarantee and indemnify in favour of Speedpanel and in the form approved by Speedpanel to be returned to Speedpanel at the same time as the signed credit application or whenever requested in writing by Speedpanel.

16. No Merger:

Termination of these Terms, a Contract and/or dealings between the Customer and Speedpanel will not end those provisions of these Terms that are capable of surviving termination.

17. Indemnity:

To the extent permissible at law (including under the ACL), the Customer indemnifies Speedpanel, and agrees to keep Speedpanel indemnified against any claim or loss arising from or related in any way to any contract or dealing between Speedpanel and the Customer or anything arising there from, or arising as a result of, or subsequent to, any breach of these Terms or any Contract by the Customer.

18. Trusts:

The Customer agrees that these Terms and all Contracts bind it not only in its own capacity, but also as the Trustee of every trust of which it is a trustee.

19. Jurisdiction:

All contracts made with Speedpanel will be deemed to be made in the State of Victoria and the parties submit to the non-exclusive jurisdiction of the appropriate Courts in or nearest Melbourne in that State.

20. Force Majeure:

Speedpanel will not be in default or breach of any dealings with the Customer as a result of force majeure (i.e. anything beyond Speedpanel’s reasonable control).

21. General Customer Obligations: The Customer must:

(a)    at all times to act in utmost good faith with respect to Speedpanel.

(b)    not act in a manner which could adversely affect the reputation of Speedpanel or the Goods;

(c)     promptly advise Speedpanel of all significant complaints, correspondence or comments relating to the Goods from any source;

(d)    make sure that the Goods are installed to the highest possible quality of installation standards and meet the requirements and specifications of any applicable standards set forth by the relevant authority in the territory/municipality; and

(e)    at all times maintain and keep current in respect of the installation, and sale of the Goods, public liability insurance by a reputable insurer to the level required to maintain adequate cover for works done.

22. Waiver:

If Speedpanel elects not to exercise any rights arising as a result of breach of these Terms or a Contract it will not constitute a waiver of any rights relating to any subsequent or other breach.

23. Severability:

If a provision of these Terms or a Contract would but for this clause, be unenforceable, that provision must be read down to that extent necessary to avoid that result and if that provision cannot be read down to that extent, it must be severed without altering the validity and enforceability of the remainder of these Terms and Contract.

24. Attornment:

To give effect to its obligations arising under these Terms and any Contract, the Customer irrevocably appoints Speedpanel and each of its authorised officers, jointly and severally, as its attorney to do any act or thing which the Customer is required to do under these Terms or any Contract, if the Customer is in default of its obligations (including executing and registering instruments). Speedpanel may exercise its powers even if this involves a conflict of duty and even if it has a personal interest in doing so. A third party may rely on a copy of these Terms as evidence of the appointment of Speedpanel and each of its authorised officers, jointly and severally, as the attorney of the Customer. The Customer must promptly ratify all acts and things done by Speedpanel and its authorised officers in the exercise of the power of attorney granted under this clause.

25. Insolvency:

If the Customer commits or is involved in any act of insolvency as determined by Speedpanel, it will be deemed in default under 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.

26. Privacy disclosure and consent:

The Customer irrevocably authorises Speedpanel to:

• obtain credit information about its personal, consumer and commercial credit worthiness from any bank or trade referee disclosed in any an application for commercial credit with Speedpanel completed by it and provided to Speedpanel and from any other credit provider or credit reporting agency for the purpose of assessing its application, or in connection with any guarantee given by the Customer;
• use, disclose or exchange with other credit providers and other members of the Speedpanel Group information about the Customer’s credit arrangements in order to assess its application for credit, monitor credit worthiness and collect overdue accounts; and
• disclose the contents of any credit report on the Customer to any related entities of Speedpanel, and any of their solicitors, professional advisors or mercantile agents.

27. All Divisions:

The Customer agrees that these Terms will apply to all dealings between the Customer and Speedpanel and any part or member of the Speedpanel Group and will be deemed incorporated into all Contracts unless expressly agreed in writing otherwise by Speedpanel.

28. Recalls:

In the event of a product recall the Customer must promptly give Speedpanel such assistance as Speedpanel reasonably requires in relation to that recall.

29. Exclusions:

• To the extent permissible at law (including under the ACL) or as otherwise provided under any Contract:
• no dealing with the Customer will be deemed to be a sale by sample or description; and
• if Speedpanel publishes material about its Goods and prices, any part which is incompatible with these Terms or a Contract is expressly excluded.
• Except as expressly provided to the contrary in the Contract, all representations, warranties, guarantees and implied terms or conditions in relation to the Goods (whether implied or otherwise) are hereby excluded to the maximum extent permitted by law.
• The Customer agrees that if it is aware (or should be aware) that the Goods which are the subject of an Order, 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, the Customer will noticeably specify in writing that purpose or those characteristics in any such Order.
• Unless expressly agreed by Speedpanel in writing, the Customer agrees that it has made its own enquiries in relation to the suitability of the Goods and does not rely on representations by Speedpanel in relation to their suitability for a particular purpose or any steps which may need to be taken in relation to their use.
• To the extent permissible at law (including under the ACL), Speedpanel is not bound by any warranty (and the Customer agrees not to make any claim against Speedpanel in relation to any warranty) in respect of Goods unless all Goods have paid for in full without set-off or deduction of any kind.

 

30. Retention of Title and liability for Goods:

• Immediately upon delivery, the Customer accepts risk and liability for the Goods.
• A document signed by an officer of Speedpanel:
• identifying Goods; and/or
• certifying that monies are owing to Speedpanel,

will be conclusive evidence of the same except in the case of manifest error.

• Speedpanel retains legal and equitable title in any Goods supplied, or to be supplied, to the Customer until full payment of the entire Amount Owing has been received by Speedpanel. Until such full payment has been received, the following terms apply:
• Notwithstanding that title in the Goods remains with Speedpanel until full payment, the Customer may sell or use the Goods in the ordinary course of the Customer’s business. As between the Customer and the purchaser of any item of the Goods, the Customer sells as principal and not as agent of Speedpanel. The proceeds of sale of each item of Goods must be held by the Customer in a separate fund on trust for Speedpanel and the Customer is under a duty to account to Speedpanel for such proceeds. The creation of, or any failure of, any such trust shall not in any way limit the obligation of the Customer to pay an amount to Speedpanel for Goods supplied.
• Until Goods are sold (if applicable), the Customer must keep the Goods safe and free from deterioration, destruction, loss or harm, clearly designate the Goods as the property of Speedpanel, store them in such a way they are clearly identified as the property of Speedpanel and keep full and complete records, firstly, of the physical location of the Goods and, secondly, the ownership of the Goods by Speedpanel.
• Speedpanel is irrevocably entitled at any time and from time to time before sale of any item of Goods by the Customer to inspect or to recover and retake possession of such Goods and otherwise exercise in relation to the Goods, any of its 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, Speedpanel and its agents are irrevocably authorised by the Customer to enter any of the Customer’s premises or vehicles or those of any third party. The Customer agrees to obtain the consent of any such third party to such entry by Speedpanel and to indemnify Speedpanel and its agents for any liability arising from any entry upon its, or third parties’, premises or vehicles. Speedpanel and its agents agree to take all reasonable care in removing the Goods 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 Goods.
• The Customer may only install or affix the Goods to other goods (so that they become an Accession to those other goods) or use or permit the Goods to be manufactured, processed, assembled, commingled or otherwise dealt with (so that they become Processed Goods) in the ordinary course of its normal business.
• The reservation of title and ownership under this clause 30 is effective whether or not the Goods have been altered from their supplied form, or commingled with other goods.
• The retention of title arrangement described in this clause 30 constitutes the granting of a purchase money security interest by the Customer in favour of Speedpanel in respect of all present and after acquired Goods supplied by Speedpanel to the Customer. The Customer must immediately, if requested by Speedpanel, sign any documents, provide all necessary information and do anything else required by Speedpanel to ensure that Speedpanel’s purchase money security interest is a perfected security interest and the provisions of clause 31 will apply.
• The Customer will not enter into any security agreement that permits any other person to have or to register any security in respect of the Goods or any proceeds from the sale of the Goods, until Speedpanel has perfected its purchase money security interest.

31. Security:

• The Customer grants to Speedpanel a security interest in the Goods to secure payment of the Amount Owing. The security interest extends to and continues in all proceeds, Accessions and Processed Goods, 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 Goods.
• The Customer consents to Speedpanel effecting a registration on the PPSA register (in any manner Speedpanel considers appropriate) in relation to any security interest contemplated by these Terms and further agrees:
• to do all things necessary and required by Speedpanel to make sure that the security interest is registered; and
• that it must not do, or permit anything to be done, that may result in the purchase money security interest granted to Speedpanel ranking in priority behind any other security interest.
• To the extent that the Goods are for the Customer’s business use, the Customer agrees to the extent permitted under the PPSA, that the Customer has no right:
• to receive notice of removal of an accession under the PPSA;
• under Chapter 4 if the PPSA; or
• under the PPSA to receive a copy of any verification statement or a financing statement under the PPSA.
• Without in any way limiting clause 31(a) the Customer agrees that to the extent permitted under the PPSA, the Customer hereby waives its 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.
• Unless otherwise agreed to in writing by Speedpanel, the Customer waives its right to receive a verification statement in accordance with section 157 of the PPSA.
• The Customer must not assign or grant a security interest in respect of any accounts owed to it in relation to the Goods without Speedpanel’s prior written consent.
• Without limiting any other provision of these Terms or any Contract, if the Customer makes a payment to Speedpanel at any time whether in connection with the supply of Goods or otherwise, Speedpanel may at its 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.
• The Customer agrees that:
• despite anything to the contrary contained in these Terms and any Contract, or any other rights which Speedpanel may have howsoever, where the Customer is the owner, or becomes the owner in the future, of land realty or any other asset capable of being charged or mortgaged (“Assets”) the Customer agrees to promptly, upon Speedpanel’s written request, to mortgage and/or charge all of their joint and/or several interest in the Assets to Speedpanel to secure all amounts and other monetary obligations payable by the Customer to Speedpanel;
• it grants a lien to Speedpanel over all of its property in the possession or control of Speedpanel until all Amounts Owing have been paid in full;
• it will on demand execute any documents and to do all things requested by Speedpanel to register a mortgage or such other security Speedpanel requires over any current or later acquired real property the Customer has an interest in; and
• it consents unconditionally to Speedpanel lodging a caveat noting Speedpanel’s interest in any Assets the Customer has an interest in.

32. 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 the Customer is a consumer for the purposes of the ACL, nothing in these Terms or any Contract limits any remedy available for a failure of the guarantees in sections 56 and 57 of the ACL.

33. Limitation of Liability:

• This clause 33 is subject to any contrary provisions of any applicable law (including without limitation the ACL), the operation of which cannot be excluded.
• Except as provided in clause 33(c), Speedpanel’s 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 Goods not meeting specifications, is limited to (at Speedpanel’s election):
• in the case of goods Speedpanel supplies:

1. the replacement of the goods or the supply of equivalent goods;
2. the repair of the goods; or
3. the payment of the cost of replacing the goods or of acquiring equivalent goods;

• in the case of services Speedpanel supplies, the supplying of the services again,

and the Customer will limit any claim upon Speedpanel accordingly.

• If goods or services Speedpanel supplies are of a kind ordinarily acquired for 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 ACL then the Customer may choose one of the following remedies:
• in the case of goods Speedpanel supplies:

1. ask for a refund;
2. return the goods and ask for an identical replacement, or one of similar value if reasonably available; or
3. keep the goods and ask for compensation for the drop in value caused by the problem; or

• in the case of services Speedpanel supplies:

1. cancel the contract and pay a reasonable amount for the work done, or seek a refund; or
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 the Customer has already paid.

• Speedpanel will not be liable in any way for any contingent, consequential, direct, indirect, special or punitive damage arising whether due to Speedpanel’s negligence or otherwise and the Customer acknowledges this limit of liability and agrees to limit any claim accordingly;
• Speedpanel will not be liable for any claim relating to or arising from any alleged fault or defect, caused or contributed to by the Customer or any third party.
• No other term, condition, agreement, warranty, representation or understanding whether express or implied in any way extending to or otherwise relating to or binding upon Speedpanel is made or given except where done so in writing and signed by an authorised officer of Speedpanel or is explicitly set out in these Terms or any Contract; and
• Speedpanel will not be liable for any claim arising after 7 days from delivery of Goods or performance of services (or at all once Goods have been unpacked, modified, on-sold or otherwise used or applied) after which there will be deemed to be unqualified acceptance. This clause 33(g) is subject to any written warranty provided by Speedpanel to the Customer in relation to a particular supply of Goods.

34. Other Terms:

Terms and/or conditions sought to be imposed by the Customer upon Speedpanel (including without limitation, by way of terms incorporated into a Customer’s purchaser order) will not apply unless expressly agreed in writing by Speedpanel as overriding or replacing these Terms.

35. Adverse Environments:

The Customer acknowledges and agrees that:

• Goods can be adversely affected by severe environments, temperature extremes, frost, wind borne salt or abrasives which cause flaking, eat-away finish and reduce expected operating life especially in seaside locations; and
• there is a natural variation in roll formed products such as the Goods affecting their exact specified dimensional features.

36. Entire Agreement

• The Contract for the supply of Goods pursuant to an Order constitutes the entire agreement between Speedpanel and the Customer 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 the Customer upon Speedpanel will not apply unless expressly agreed in writing by Speedpanel as overriding or replacing these Terms.

37. Notices:

Any notice under these Terms or any Contract must be in writing, and may be delivered, faxed or posted to a party at their address or facsimile number last notified by them to the other party.  A party may change its address or number for notices by notifying the other party

 

SPEEDPANEL^® MARKETING MATERIAL & SUPPLEMENTARY MATERIAL

Information contained within our marketing material and any reports, brochures, specifications, installation guides, webpages and other supplementary documents and information referred to in any marketing collateral  (“Supplementary material”) have been prepared by or on behalf of Speedpanel^® Systems Pty Ltd  (“us”, “we” or “our”) to assist the user of this information (“you” or “your”) to design and construct Speedpanel^® Systems only in general (not project or site specific) applications.

Before designing and/or installing Speedpanel^® systems, you must engage, or seek advice from suitably qualified persons (such as an engineer, architect and/or other design consultant) to, amongst other things: Review all relevant content in our brochures, the supplementary material and all other product information, installation guides and data available from us upon request; Assess whether or not Speedpanel^® systems are appropriate and suitable for your proposed design and/or construction project; If appropriate & suitable, prepare project specific information and documentation for the design and construction of Speedpanel^® systems for your proposed design and/or construction project; Ensure that Speedpanel^® products separately and collectively, when used in Speedpanel^® systems, meet the requirements of any building laws, rules, regulations, codes, standards, orders or declarations applicable in the state, territory or location in which Speedpanel^® systems are to be designed and constructed;  and Ensure that the configuration, design and/or  details of the means of constructing & interfacing Speedpanel^® systems with other building members and/or structures remain ‘serviceable’ (structurally sound) under ambient conditions and under different loads that Speedpanel^® systems may be subjected to in your proposed design and/or construction project.

Unless stated otherwise, the limitations, requirements and design details in our brochures and the supplementary material must be precisely followed and implemented.  Failure to do so could reduce the expected Fire Resistance Level (FRL) and performance of Speedpanel^® systems.

PERFORMANCE CRITERIA AND QR CODES IN LITERATURE

Speedpanel^® Systems may be used to provide passive fire protection. In order to satisfy the requirements of AS1530.4, you must ensure that Speedpanel^® systems are supported by elements having at least the same FRL as those specific in AS1530.4. Supporting elements having a lesser FRL may cause the consequential collapse of Speedpanel^® systems. Specific fire performance criteria for various Speedpanel^® systems is contained in the reports which can be accessed via the QR Codes referred to in our brochures. Other specific performance criteria for, amongst others; acoustics, wind loading, pressurisation, and deflection, can be obtained from or discussed with us by contacting our office on +61 3 9115 6666.

Whilst we make all reasonable efforts to ensure that the QR codes in marketing literature and the supplementary material remain current and up to date, we cannot guarantee that they will always be up to date. Please contact us on +61 3 9115 6666 to ensure you are working from the latest information and to obtain general advice on whether or not Speedpanel^® systems may be used in your proposed design and/or construction project.

CARE, SKILL AND ATTENTION REQUIRED

The performance criteria, ratings and specifications for various Speedpanel^® systems have been developed and certified by independent testing bodies.  Products, components or fixings that are not specifically sold by us must be certified for use within Speedpanel^® systems by an independent testing body prior to their use within Speedpanel^® systems or otherwise approved by us.  Use of products, components or fixings within Speedpanel^® systems that are not Speedpanel^® products or certified by independent testing bodies or approved by us will void warranties on Speedpanel^® systems. We disclaim all liability for any loss and damage suffered by you from your use of product’s, components or fixings within Speedpanel^® systems tha are not Speedpanel^® products or certified by independent testing bodies or approved by us. It is critical that you carefully consider the details of your design, construction and workmanship and carry out the same with due care, skill and diligence. Failure to do so could result in the performance
of the Speedpanel^® systems being significantly compromised and/or may result in failure of Speedpanel^® systems in your proposed design and/or construction project.

SPECIFICATION

The dimensions, weights and other specifications, components and fixings detailed within our brochures and the supplementary material are indicative and intended to provide general information for the design and construction of Speedpanel^® systems only in general (not project or site specific) applications, examples of which are contained within our brochures.

All Speedpanel^® systems are subject to building standards and tolerances. We accept no responsibility or liability for any loss or damage arising out of any design or construction of Speedpanel^® systems by you that does not incorporate these standards and tolerances or when using Speedpanel^® products. For information on our standards and tolerances please contact our office on +61 3 9115 6666.

MATERIAL SAFETY DATA SHEET

A Material Safety Data Sheet (MSDS) is available on request from us or from our website: www.speedpanel.com.au The MSDS provides information on the properties and potential hazards of Speedpanel^®, how to use Speedpanel^®safely and what to do if there is an emergency. The MSDS should be reviewed thoroughly by you and/or suitably qualified persons (such as an engineer, architect and/or other consultant) before using, designing and/or constructing Speedpanel^® systems.

LIMITATIONS

The recommended maximum vertical span for Speedpanel^® systems designed for certain FRL’s is contained within our brochures and supplementary material. Vertical spans of greater height than those recommended will need to be subjected to specific and careful engineering design, for which we cannot and will not accept responsibility. Adhesive fixings cannot replace mechanical fasteners in such Speedpanel^® Systems. For information on maximum vertical spans and fixings, please contact our office on +61 3 9115 6666.

You must not install Speedpanel^® systems above the span and height limits stated in our brochures, or the supplementary material.

External wall system limitations for design serviceability Limit State wind pressure +-2.5 kPa. Please contact us on +61 9115 6666 if your requirements fall outside of this range.

TRANSPORT, HANDLING AND STORAGE

Generally, Speedpanel^® products are delivered to your building or other site on long trailers and articulated trucks, and access to and on your site must be adequate to accommodate these types of vehicles. Unloading and site storage or cranage of Speedpanel^® products onto site is your responsibility and suitable arrangements should be made by you prior to delivery.  You must handle Speedpanel^® products carefully prior to their installation. Avoid knocks, bumps and scratches which may lead to maintenance issues. Keep Speedpanel^® products completely dry prior to installation.

Speedpanel^® products are packed and reasonably protected against damage during delivery; but care must be exercised by you during unloading. Speedpanel^® products must be adequately supported during unloading, particularly long lengths of the Speedpanel^® products.  Where packs are broken
or Speedpanel^® products are lifted by hand, care must be taken not to slide or drag them or scrape their finished surfaces.

Where it is necessary for Speedpanel^® products to be stored on a building site they should be placed away from building operations, if possible, in the order in which they will be fixed and/or used in construction. If stored on a building site, it is recommended to store Speedpanel^® products flat or in
their pallets. Storage should provide a firm dry base and be protected from the weather, accidental damage and moisture. The products should be stored on bearers placed not more than 2000mm apart. Stack heights must not exceed 8 pallets. Speedpanel^® products should be stored in clean, dry and ventilated conditions. Adequate cover should be provided and water should not  be allowed to lie on the surfaces of the products for extended periods as this can cause staining and degradation of the surface coatings.

STRIPPABLE FILM

Speedpanel® products are typically manufactured with a protective plastic film to provide defence against staining and cosmetic damage during manufacturing, handling and transportation. In all external applications and internal environments where moisture may be present, the plastic film must be removed prior to or immediately after installation. In internal environments with no risk of moisture, the plastic film can be left on. Leaving the protective plastic film on the panels will not impact the established fire performance of the Speedpanel wall system(s).

If the wall is going to be visible, it is extremely important that all plastic be removed as the plastic film will break down over time. This plastic film has a very short life expectancy when exposed to certain conditions and in most cases we recommend it be removed immediately after installation. Failure to remove the plastic film may lead to difficulties with its removal.

CLEANING

At the completion of construction of Speedpanel^® systems and at the end of each day’s work, it is essential that all completed areas be thoroughly cleaned of all swarf, rivet stems, nails, drillings, screws and the like normally associated with the installation of metal panels. Hot swarf should not be allowed to contact any pre-painted sheet material, including pre-painted Speedpanel^® products. Any grinding, welding or drilling carried out above the wall level should be done with the panels appropriately covered to avoid swarf contact. Failure to do so may result in unsightly staining of the surface as the metal may rust, oxidise or cause other damage.

INSTALLATION

Specific design advice should be sought from us if you intend to subject Speedpanel® systems to loads other than our wind loading limitations. You must also ensure that the connection between each Speedpanel® product is properly made and that materials and steps used to connect Speedpanel® systems to structures are in accordance with relevant and current; certifications, installation literature, drawings and or material. If you are uncertain about how to properly install Speedpanel® systems , or what the current and correct version of installation documents are relevant to your specific application, please contact us
on +61 3 9115 6666.

DO NOT SUBSTITUTE ANY COMPONENT

Substitution  of any  Speedpanel^® products,  components or fixings within any Speedpanel^® systems specified in our brochures and the supplementary material, may compromise the performance and safety of Speedpanel^® systems. Please contact us immediately if you are unsure of which Speedpanel^® products, components or fixings to use within any Speedpanel^® systems. Without limiting the above, we disclaim all liability or responsibility for any loss or damage arising from or attributable to your use of incorrect Speedpanel^®
products, components and/or fixings.

EXTERNAL WALL APPLICATIONS

Before designing and/or installing Speedpanel in external wall applications, you must engage, or seek advice from a suitably qualified person(s), including but not limited to; architects, façade consultants, engineer(s) and others, to ensure suitability, as well as account for specific design considerations unique to the proposed application. Failure to do so could result in the performance of the Speedpanel® systems being significantly compromised and/or may result in failure of Speedpanel® systems in your proposed design and/or construction.

Speedpanel accepts no responsibility or liability for any loss or damage arising out of any design or construction of Speedpanel® systems, which we have deemed not designed and/or installed correctly.

SEALANTS

Speedpanel systems incorporate various types of sealants. These sealants are often condition specific e.g. fire rating, acoustics, air pressurisation or weather resistance and are also application-specific e.g. service penetrations. When choosing sealants, please refer to the relevant certifications to ensure that you are selecting the correct sealant for the application.

Failure to select the correct sealant may result in a lack of system performance and be in breach of the relevant certification.  For further information please contact our office on +61 3 9115 6666.

MAINTENANCE

Like all cladding products, Speedpanel^® products are subject to the cumulative effects of weather, dust and other deposits.  You must implement maintenance regimes in accordance with maintenance recommendations relative to the environment in which Speedpanel^® Systems are used. For information on maintenance regimes, please contact our office on +61 3 9115 6666.

WARRANTY

Our goods come with warranties that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for defective  Speedpanel^® systems and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced
if Speedpanel^® products are not of acceptable quality.

Without limiting the previous paragraph, to the extent permissible at law, we supply Speedpanel^® products and warrant that they will be free from defects in material and workmanship.  We will (at our own discretion) replace and/or repair any Speedpanel^® products found to be defective, provided such products have been stored, installed and maintained strictly in accordance with the requirements and recommendations set out in our current literature, installation guides, supplementary material and or otherwise specified by us. Please contact us  on +61 3 9115 6666. This warranty is in addition to your other statutory rights. We cannot be held responsible for deterioration to galvanised or colour steel Speedpanel^® products caused by poor handling or storage practices after such products have arrived at your building or other site.

DISCLAIMER

Any information and the supplementary material are provided to you as a general guide only and should not be relied upon by you without additional advice from a suitably qualified person(s).

We do not and will not, under any circumstances, warrant, guarantee or represent, and we disclaim any responsibility or liability for the accuracy, completeness, or efficacy of the information contained in this flash drive or the supplementary material. You must make your own independent assessments, investigations, inspections and enquiries with respect to the matters the subject of this flash drive content or the supplementary material, and your proposed design and/or construction of Speedpanel^® systems.

We reserve the right, at any time, at our own discretion and without notice, to discontinue or change the features, designs, materials, colours and other specifications of any Speedpanel^® systems and to either permanently or temporarily withdraw any such systems or products from sale without incurring any liability.

Any information and the supplementary material must not be used in preference to detailed technical advice from suitably qualified persons, especially but not limited to, where your design and construction differ from the types of design and construction described within this any information supplied by Speedpanel and the supplementary material.

To the best of our knowledge, all information and the supplementary material is correct as at the date of preparation of such information. Whilst every effort has been made to ensure the information and the supplementary material is accurate and correct, to the extent permissible at law, no responsibility or liability, in part or whole by us or the authors, editors or publishers of those documents will be accepted for any reliance thereon, nor from any misuse, misreading or deviation from the requirements and recommendations within those documents.

PROTECTION OF STRUCTURAL ELEMENTS

Speedpanel^® is a non-load bearing product that requires structural elements to support it (or brace it) under ambient and fire conditions.  These structural elements are required to be engineered by others to ensure the structure can support the load(s) that are imposed by Speedpanel^® as well as continue to
support other live and dead loads, if any.

As such, Speedpanel^® typically comprises of the following components: Panels, C-tracks/J-tracks/angles, fire-rated sealants, fixings and flashings.

Based on 3rd party test evidence and fire engineered assessments by accredited laboratories, Speedpanel^® can provide advice on how to connect to structural elements and distance between fixings, however, these structural elements are to be protected to the same FRL as the Speedpanel^® wall they are supporting/bracing. If the Speedpanel^® wall is required to provide fire protection from: One direction only; as long as the structural elements supporting (and/or bracing) the Speedpanel^® wall are installed on the opposite side of the Speedpanel^® to the side of the anticipated fire source – then the structure will be protected to the same FRL as that of the Speedpanel^® wall; or Either direction; then the structural elements are to be: Installed on one side of the wall (or between wall sections) and protected using 3rd party passive fire products (e.g. fire-rated plasterboard, calcium silicate board, Promatect, Vermiculite spray, etc.) installed to the manufacturer’s and project fire engineer’s specifications; or

Installed on BOTH sides of the Speedpanel^® wall and fixed with sacrificial connections to allow the wall to break free from the burning structure on the fireside (preventing the collapse of the wall).

LIABILITY

To the extent permissible at law and without limiting any other right or remedy we may have, we accept no liability for any loss or damage arising if any  Speedpanel^® systems are not designed and constructed strictly in accordance with the instructions contained in this drive and/or the supplementary material or as otherwise instructed by us.

IS THIS PUBLICATION CURRENT?

Any information and the supplementary material may be superseded by new versions. We accept no liability for reliance upon publications that have been superseded. If you are unsure of whether or not this drive or the supplementary material are current publications, please call us on +61 3 9115 6666 to confirm.