Terms and Conditions of Sale 

1. Qual.Direct is a division of Resero Pty Ltd. The parties acknowledge that, unless Resero Pty Ltd ABN 55 621 106 312 (Supplier) and the applicant who has agreed to purchase Goods from the Supplier (Applicant) expressly agree otherwise in writing, these terms and conditions (Terms and Conditions) apply to and govern all sales of Goods by the Supplier to the Applicant. Any order for Goods from the Supplier placed by the Applicant will be deemed acceptance of these Terms and Conditions.

Interpretation 
2. In these Terms and Conditions, unless the context requires otherwise: Agreement means, in respect of each order of Goods, these Terms and Conditions together with the Supplier’s quotation (if any), the relevant order form accepted by the Supplier any other document agreed in writing by the parties as forming part of the Agreement (including for the avoidance of doubt any credit account application). Goods means all furniture, fittings, seating and all other goods or other property supplied by the Supplier to the Applicant from time to time under these Terms and Conditions and as further described in an order. PPSA mean the Personal Property Securities Act 2009. 

Payment Terms 
3. The terms of payment are strictly thirty (30) days (or such other period as nominated by the supplier herein) after the Receival Date. Receival Date means the date upon which the Goods are: (a) physically received by the Applicant into their warehouse, factory, store or other location advised by the Applicant (where the Supplier has agreed to deliver to such location); or (b) if collected by the Applicant, are collected from the Supplier. The Supplier may, at any time, unilaterally vary these Terms and Conditions in its absolute and unfettered discretion.

4. Should the Applicant not pay for the Goods or services supplied by the Supplier in accordance with the credit terms as provided herein, or as agreed in writing by the Supplier from time to time, the Supplier will be entitled to charge an administration fee of: 
(a) 10 percent of the amount of the invoice payable; and (b) a further 10 percent per annum payable per year, or part thereof, until payment by the Applicant. 

5. Despite clause 3, payment is due within seven (7) days of the Supplier's notification that the Goods are available for delivery if: 

(a) a delivery hold request is received for the Goods before manufacture is completed, and agreed by the Supplier; (b) the Applicant refuses to take delivery of the Goods; or (c) the Applicant requests that delivery of the Goods be delayed, irrespective of whether the circumstances for the request are within the control of the Applicant. 

The Supplier may invoice the Applicant for storage charges incurred by the Supplier (to be at market rates (plus GST)) where Goods not transported from the Supplier’s storage facilities as result of the receipt of a delivery hold request from the Applicant, the Applicant refusing to take delivery and/or the Applicant requesting that the delivery of the Goods be otherwise delayed. 

6. The Supplier will provide monthly statements of account to the Applicant. If charges are in dispute, including pricing disputes, the Applicant must raise a claim for the disputed amount and pay the balance of the invoice by the due date. 

Orders 
7. The Supplier may accept or refuse any order for Goods at its absolute and sole discretion and without notice to the Applicant. Orders for Goods cannot be suspended or cancelled by the Applicant except with the Supplier's written consent. 

Delivery and risk 
8. The goods are at the risk of the Applicant from commencement of unloading at the Applicant's specified delivery location.
9. Delivery dates are estimates only and the Supplier is not liable for any loss or damage for failure to deliver by those dates. 
10. The Supplier may make part deliveries of any order and render an invoice to the Applicant for the Goods delivered. Failure to make delivery of the total order will not invalidate the sale. 
11. Subject to clause 9, the Supplier will, at the Applicant's cost and request, arrange for transportation of all Goods from the Supplier's Sydney, NSW, warehouse to the Applicant's specified delivery location, otherwise the Applicant shall arrange for transportation. 

Insurance 
12. The Applicant acknowledges that the Supplier does not hold, and is not required to hold, professional indemnity or contractors all risk insurance. 

Jurisdiction 
13. The Applicant acknowledges and agrees that this Agreement shall be governed by the laws of New South Wales, and the laws of the Commonwealth of Australia which are in force in New South Wales. 
14. The Applicant acknowledges and agrees that any contract for the supply of Goods or services between the Supplier and the Applicant is formed at the address of the Supplier. 
15. The parties to this Agreement submit to the non exclusive jurisdiction of the courts of New South Wales and the relevant federal courts and courts competent to hear appeals from those courts.

Security/charges 
16. The Applicant charges in favour of the Supplier all of its estate and interest in any real property that the Applicant owns at present and in the future with the amount of its indebtedness hereunder until discharged. 
17. The Applicant charges in favour of the Supplier all of its estate and interest in any personal property that the Applicant owns at present and in the future with the amount of its indebtedness hereunder until discharged. 
18. The Applicant appoints as its duly constituted attorney the Supplier's company secretary from time to time to execute in the Applicant's name and as the Applicant's act and deed any real property mortgage, bill of sale or consent to any caveat the Supplier may choose to lodge against real property that the Applicant may own in any Land Titles Office in any state or territory of Australia, even though the Applicant may not have defaulted in carrying out its obligations hereunder. 
19. Where the Applicant has previously entered into an agreement with the Supplier by which the Applicant has granted a charge, mortgage or other security over real or personal property, those charges, mortgages or other security interests will continue and co-exist with the obligations and security interests created in this Agreement and will secure all indebtedness and obligations of the Applicant under this Agreement. The Supplier may, at its election, vary the terms of such previous charges, mortgages or other securities to reflect the terms herein.

Purpose of credit 
20. The Applicant acknowledges and agrees that the credit to be provided to the Applicant by the Supplier is to be applied wholly or predominantly for commercial purposes. 

Formation of contract 
21. Quotations made by the Supplier shall not be construed as an offer or obligation to supply in accordance with the quotation. The Supplier reserves the right to accept or reject, at its discretion, any offer to purchase received by it. Only written acceptance by the Supplier of the Applicant's offer shall complete a contract. 
22. Placement of an order, either verbally or in writing, shall imply acceptance of the Supplier's offer and of these Terms and Conditions.

Retention of title 
23.Title in the Goods does not pass to the Applicant until the Applicant has made payment in full: (a) for the Goods; and (b) of all the other money owing by the Applicant to the Supplier (whether in respect of money payable under a specific contract or on any other account whatsoever).  

24. Whilst the Applicant has not paid for the Goods supplied in full at any time, the Applicant agrees that property and title in the Goods shall not pass to the Applicant and the Supplier retains the legal and equitable title in those Goods supplied and not yet sold. 25. Until payment in full has been made to the Supplier, the Applicant will hold the Goods in a fiduciary capacity for the Supplier and agrees to store the Goods in such a manner that they can be identified as the property of the Supplier, and shall not mix the Goods with other similar Goods.