Revolution by DG trading as Revolution by Design ACN 665 894 682

These terms and conditions of supply apply to customers (Customer) of Revolution by DG Pty Ltd trading as Revolution by Design (Revolution by Design). By placing an order with Revolution by Design the Customer is deemed to have accepted these terms and conditions and that these terms and conditions (together with the terms and conditions in any quotation) override any other terms and conditions including any purchase order provided by the Customer.

Goods means metal building materials including roof and wall sheets, gutters, fascias, flashings, ridge caps, rain heads and vents, flooring, fencing, carports, patios and verandahs and all additional or ancillary items for such goods ordered by the Customer from Revolution by Design.

1. Quotation and Orders
   • i)  Quotations are based on the cost of materials available at the time of quotation and Revolution by Design has the right to make any necessary adjustments and correct any errors,
   • ii)  Any order by the Customer is subject to Revolution by Design’s acceptance and Revolution by Design may decline an order. Revolution by Design reserves the right to supply an order in full or only in part. All orders made by the Customer must be made in a manner approved by Revolution by Design and are able to be cancelled only with the agreement of Revolution by Design.
   • iii)  If Revolution by Design agrees to the cancellation of an order, Revolution by Design will issue an invoice to the Customer for all costs of any work completed prior to the cancellation,
   • iv)  Where Revolution by Design sends an order confirmation, and no response is received in two hours the order is considered as approved by the customer.
2. Variations
   • i)  If the Customer varies the order after receipt of an invoice, quotation or order placement, Revolution by Design reserves the right to vary the price and present an additional invoice for any extra amount caused by the variation.
3. Payment
   • i)  All Cash sale payments are cash BEFORE delivery, unless otherwise agreed in writing.
   • ii)  Subject to approval and/or minimum monthly purchases, if the Customer wishes to make payment on a credit basis, the Customer must complete an application for 30 Day Credit Form, including an authority for Revolution by Design to seek credit information concerning the Customer. Terms and conditions of credit-based payment by the Customer are subject to change by notice in writing by Revolution by Design. If a credit account is approved all accounts are due and payable within (30 days) of the end of the month in which the invoice is issued or as arranged and confirmed in writing by the company.
   • iii)  The Customer must not offset any amount owed to the Customer by Revolution by Design against any amount owed by the Customer to Revolution by Design.
   • iv)  If payment in full is not made following these terms and conditions, the following will apply:
     • a) Interest of 15% per annum, calculated daily, will be charged on all amounts unpaid from the due date until payment is made.
     • b) All deliveries that have not been made, including deliveries of Goods ordered separately from the Goods to which the unpaid amount relates, will be suspended until the full amount payable, including GST and interest, is paid in full.
     • c) Revolution by Design may terminate any contracts in relation to any undelivered Goods or impose added conditions of payment before delivery in relation to those undelivered Goods.
     • d) Any credit arrangements may be terminated.
     • e) Legal proceedings may be instituted for the recovery of the Goods or the unpaid amount and the costs of such recovery; and
     • f) Revolution by Design may exercise its rights per clause 7.
   • v)  In case of any dispute of any of the costs or charges by Revolution by Design, the Customer must make full payment of the invoice price.
   • vi)  The Customer charges all the customers rights, title and interest in any land and personal property held now or in the future by the customer to secure the payment of the Guaranteed debt. The Customer consents to Revolution by Design lodging a warning or caveats to note Revolution by Design’s interest under this clause. If a demand is made by Revolution by Design the customer agrees to immediately execute a mortgage and/or other instrument of security, In terms satisfactory to Revolution by Design to further secure payment of the Guaranteed debts.
4. Delivery and Risk
   • i)  Delivery shall be made by Revolution by Design at the Customer’s expense to the Customer’s premises or following the Customer’s instruction by such transport at Revolution by Design’s discretion.
   • ii)  Risk shall pass to the Customer on delivery of the Goods notwithstanding that property shall remain with Revolution by Design until those goods are paid for.
   • iii)  Insurance against all risks whatsoever shall be maintained by the Customer from delivery.
   • iv)  Additional Costs incurred from excessive delays or extra labour to unload will be charged to the Customer’s account. Lengths 12 metres and over may be subject to additional delivery charges. Maximum lengths for products vary and delivery of such will be determined by Revolution by Design.
   • v)  Time and dates of delivery are estimates only and subject to the availability of the Goods and Revolution by Design shall not be liable to the customer for any delays in delivery.
   • vi)  Where goods remain at Revolution by Design’s premise for more than a calendar month from the customer requested delivery date the goods will be invoiced to the customer and stored at the customer’s own risk.
   • vii)  Returns – We will only accept stocked consumables in prime condition within 28 days of purchase. A credit will be issued less $25.00 or 20% charge (whichever is larger). No liability is accepted for a return until the goods are inspected by Revolution by Design. Any items made to order cannot be returned.
5. Claims
   • i)  Any claim by a Customer for under quantity, delivery of damaged Goods or non-delivery must be made within 7 days of receipt of the Goods by the Customer. The Customer must supply the order number, invoice number and receipt number (if applicable) and all details relating to the claim. If the claim is for damaged goods, the Goods must also be supplied to Revolution by Design.
   • ii)  Liability for any claim against Revolution by Design is limited, at Revolution by Design’s sole possibility, to:
     • a) resupplying the Goods.
     • b) supplying payment for the cost of resupplying the Goods; or
     • c) repairing the Goods.

6. Intellectual Property Rights
   • i)  The Customer acknowledges that all intellectual property rights and all copyright in any works, made or created by Revolution by Design remains the property of Revolution by Design.
7. Property in Goods
   • i)  Property in the Goods does not pass from Revolution by Design to the Customer until payment in full for the Goods and all monies owing by the Customer to Revolution by Design on any account whatsoever has been made in accordance with these terms and conditions.
   • ii)  The Customer is responsible for the Goods until title passes to the Customer or the Goods are repossessed, and the Customer may be liable to Revolution by Design for any loss or damage to the Goods. Until payment has been made in full and property passes per 7.1.
   • iii)  Bailee and Storage: The Customer shall hold all Goods as bailee and as a fiduciary of Revolution by Design and shall securely store same separately from the Customer’s other goods to clearly identify the Goods as Revolution by Design.
   • iv)  Disposal of Goods: The Customer is authorised to sell the Goods but shall hold the book debt and the proceeds of sale on trust for Revolution by Design and shall account to Revolution by Design for any overdue amount from the proceeds thereof, and the Customer, acknowledges that Revolution by Design may collect the book debt arising from such sale as Revolution by Design remains the beneficial owner of the book debt at all times.
   • v)  Repossession of Goods: The Customer’s right to possession of the Goods shall cease if the Customer:
     • a) fails to make payments of any outstanding amount due to Revolution by Design.
     • b) commits an act of bankruptcy or is declared insolvent or, if a company, the Customer does or omits to do anything which entitles the Customer or any person to appoint an external administrator pursuant to any Part of Chapter 5 of the Corporation Law; or
     • c) enters into some arrangement or assignment for the benefit of creditors.

• • vi)  Revolution by Design shall be entitled to require the Customer to return all unpaid Goods failing which the Customer grants to Revolution by Design an irrevocable licence to enter the Customer’s premises (or the premises of any associated companies or agents where the Goods are stored) to repossess any Goods in accordance with this clause 7 without being liable for trespass or any resulting damage.
  • vii)  If either Revolution by Design reclaims the Goods, or the Goods remain undelivered, Revolution by Design may sell the Goods to a third party. The Customer remains liable for any difference between the amount received by Revolution by Design the third party and the amount unpaid by the Customer.

8. Personal Properties Securities Act 2009 (‘PPSA’)
   • i)  The terms ‘Debtor’, ‘Financing Change Statement’, ‘Financing Statement’, ‘Grantor’, ‘Proceeds’, ‘Secured Party’, ‘Security Agreement’ and ‘Security Interest’ have the meanings given in the PPSA.
   • ii)  ‘Collateral’ has the meaning given in the PPSA and in particular for the purposes of these terms and conditions, any of the Goods that are not used predominantly for personal, domestic or household purposes to which the Security Interest has attached.
   • iii)  The Customer acknowledges and agrees that these terms and conditions constitute a Security Agreement that covers the Collateral for the purposes of the PPSA and it is agreed that:
     • a) Revolution by Design holds (as Secured Party) a Security Interest over all of the present and after acquired Goods supplied by Revolution by Design to the Customer and any Proceeds of the sale of those Goods (‘Collateral’).
     • b) any purchase by the Customer on credit terms from Revolution by Design or retention of title supply pursuant to clause 7 hereof will constitute a purchase money security interest as defined under section 1 4 of the PPSA (‘PMSI’).
     • c) the PMSI will continue to apply to any goods coming into existence or proceeds of sale of goods coming into existence.
     • d) Revolution by Design will continue to hold a Security Interest in the Goods in accordance with and subject to the PPSA, notwithstanding that the Goods may be processed, commingled or become an accession with other goods.
     • e) any Revolution by Design Security Interest will be a continuing and subsisting interest in the Collateral with priority to the fullest extent permitted by law over all registered or unregistered Security Interests.
     • f) until title in the Goods pass to the Customer, it will keep all goods supplied by Revolution by Design free and ensure all such goods are kept free of any charge, lien or Security Interest and not otherwise deal with the Goods in a way that will or may prejudice any rights of Revolution by Design under these terms and conditions or the PPSA; and
     • g) in addition to any other rights under these terms and conditions or otherwise arising, Revolution by Design may exercise any and all remedies afforded to it as a Secured Party under Chapter 4 of the PPSA including, without limitation, entry into any building or premises owned, occupied or used by the Customer, to search for and seize, dispose of or retain those goods in respect to which the Customer has granted a Security Interest to Revolution by Design.
   • iv)  The Customer undertakes to:
     • a) sign any further documents and provide such information which Revolution by Design may reasonably require to register, amend or update a Financing Statement or Financing Change Statement in relation to a Security Interest on the PPSA Register.
     • b) indemnify and upon demand reimburse Revolution by Design for all expenses incurred in registering a Financing Statement or Financing Change Statement on the PPSA Register or releasing any Security Interests.
     • c) not register or permit to be registered a Financing Change Statement in any Collateral without the prior written consent of Revolution by Design.
     • d) provide Revolution by Design not less than seven days prior written notice of any proposed change in the Customer’s name, address, contact numbers, business practice or such other change in the Customer’s details registered on the PPSA Register to enable Revolution by Design to register a Financing Change Statement if required.
   • v)  Revolution by Design and the Customer agree that sections 95 (notice of removal of accession), 96 (when a person with an interest in the whole may retain an accession) and 125 (obligation to dispose of or retain Collateral) and 132(3)(d) (contents of statement of account after disposal) and 132(4) (statement of account if no disposal) of the PPSA do not apply to the Security Agreement created under these terms and conditions.
   • vi)  The Customer waives its rights to receive notices under sections 95 (notice of removal of accession), 118 (enforcing Security Interests in accordance with land law decisions), to the extent that it allows a Secured Party to give a notice to the Grantor, 1 21 (4) (enforcement of liquid assets-notice to Grantor), 130 (notice of disposal), to the extent that it requires the Secured Party to give a notice to the Grantor, 1 32(3)(d) (contents of statement of account after disposal), 132(4) (statement of account if no disposal) and 135 (notice of retention) of the PPSA.
   • vii)  The Customer waives its rights as a Grantor and/or Debtor sections 142 (redemption of Collateral) and 143 (reinstatement of Security Agreement) of the PPSA.
   • viii)  Unless otherwise agreed in writing by Revolution by Design, the Customer waives its rights to receive a verification statement in accordance with section 157 of the PPSA.
   • ix)  The Customer shall unconditionally ratify any actions taken by Revolution by Design under this clause 8.
   • x)  This clause 8 will survive the termination of these terms and conditions to the extent permitted by law.
9. Lien
   • i)  Revolution by Design is entitled to claim a general Lien on all goods belonging to the Customer for all amounts owing to Revolution by Design by the Customer.
10. Warranty and Damages
    • i)  Standard Warranty imposed by statute law only applies with all other conditions, warranties and representations on the part of Revolution by Design are expressly excluded.
    • ii)  Damages for the breach of any warranty shall be limited to replacement or repair of the Goods or the cost of the Goods only, at Revolution by Design’s discretion, and shall not extend to any consequential damages whatsoever.
    • iii)  Defective Raw Materials
      • a) Revolution by Design’s products are manufactured from steel or other materials which have been purchased from external suppliers to appropriate specification and which are expected to display the mechanical and chemical properties embodied in the material specification and accepts no responsibility for any breach of that material specification.
      • b) Revolution by Design will use reasonable endeavours to assist the Customer with any claim against the supplier of that material pursuant to any manufacturer’s warranty provided by or imposed on that supplier.
    • iv)  Revolution by Design is not liable to the Customer or any third party for any loss, damage or cost (including legal costs) except as provided in clause 7.2, whether direct, indirect or consequential, arising from:
      • a) the manufacture or delivery of any of the Goods.
      • b)any failure to manufacture or deliver any of the Goods.
      • c) late completion of the order or late delivery; or
      • d) the repossession or sale of any of the Goods and the Customer releases Revolution by Design from any such claim.
    • v)  The Customer indemnifies Revolution by Design and continues to indemnity Revolution by Design from and against any claims from third parties in respect of all costs, suits, actions, damages and losses (whether direct or indirect, consequential or not) arising out of any of the following:
      • a) the manufacture or delivery of any of the Goods.
      • b) any failure to manufacture or deliver any of the Goods.
      • c) late completion of the order or late delivery.
      • d) the repossession or sale of any of the Goods,

11. General
    • i)  Each clause in these terms and conditions must be read down to the extent necessary to be valid. If a clause cannot be read down to that extent, it must be severed.
    • ii)  Any waiver of any clause of these terms and conditions is only valid if made in writing and signed by the relevant party.
    • iii)  Revolution by Design retains the right to vary these terms and conditions from time to time with 30 days’ notice to the customer (such notice may be inclusions on existing statements, invoices, quotes, confirmations).
    • iv)  The governing law of these terms and conditions is the law of South Australia, Australia.
12. Privacy
    • i)  In order to obtain a credit account, Revolution by Design will collect personal information from the Customer. Revolution by Design uses this personal information following the Privacy Act 1988 (Cth).
    • ii)  The personal information you have disclosed in your application for credit with Revolution by Design will only be disclosed to the credit referees nominated by you and to our credit rating agency. For further information about the privacy of your application please contact the Accounts Officer.
13. Disclaimer
    • i)  The Customer acknowledges that the information contained in any promotional material, brochures, and specifications or on its website is provided by Revolution by Design in good faith and is not to be relied upon as being complete, accurate, or up to date. Such information is subject to change by Revolution by Design at any time without notice.
    • ii)  Subject to any terms implied by law which cannot be excluded, Revolution by Design accepts no responsibility for any loss, damage, cost or expense (whether direct or indirect) incurred by the Customer as a result of any error, omission or representation in any information contained in such information or on its Website.
    • iii)  Revolution by Design is not responsible for the content or the accuracy of any information of any site accessed from its website (including without limitation sites linked through advertisements or through any search engine). The content of any site accessed from its website is the responsibility of the owner of that site, For the avoidance of doubt, unless otherwise specified, a link from its website to another site should not be construed as an endorsement by Revolution by Design of that site or any of its products and services offered.
    • iv)  Revolution by Design does not accept any responsibility or liability for any claims arising out of your use of these links or of the descriptions or information contained on such sites.