To the fullest extent legally possible, all dealings between Belmatic Industries Pty Ltd ACN 102 259 496 and each of its subsidiaries, divisions, affiliates, associated companies and related entities and any successors and assigns [“Belmatic”] and any Customer relating to any “Products”, “Services” or transactions are subject to the following Terms and Conditions of Trade (“these Terms”) unless otherwise agreed in writing.

1. Payment: a) Credit Account Customers are to pay within 30 days from end of month of invoice without deduction b) All other sales are to be paid C.O.D. without deduction.
2. Property: a) Property in Products (including any to which Belmatic has provided value added services) shall not pass to the Customer until payment in full of all monies owed on any basis by the Customer to Belmatic (“full payment”) b) Belmatic reserves the right to take possession & dispose of Products at any time until full payment and the Customer grants permission to Belmatic to enter any property where any Product is in order to do so c) Immediately upon delivery the Customer accepts liability for safe custody of Products d) Upon sale or disposition of any Products prior to full payment, the Customer agrees to deposit all proceeds in a separate bank account, agrees not to mix proceeds with any other monies and agrees to hold all proceeds in trust for Belmatic & forthwith pay the proceeds to Belmatic even if Belmatic may have granted any credit facility &/or time to pay e) Until payment in full the Customer agrees (i) to keep all Products as fiduciary for Belmatic & store them in a manner which shows Belmatic as owner (ii) only to sell Products in the usual course of business (iii) sale on terms, at cost or for less than cost shall not be “in the usual course” f) Property in Products delivered to Belmatic for value-added services passes to Belmatic g) This clause shall be read down as necessary to avoid it creating a charge h) A certificate purporting to be signed by an officer of Belmatic, identifying Products shall be conclusive evidence of Belmatic title thereto g) If the Customer uses any Product in any manufacture, assembly or project (“project”) the Customer agrees to hold such part of the proceeds of disposition of any part of the project or of any fee or charge for any part of the project, which equals the value of Product used in the project (and until payment, that part of the related book debt commensurate thereto) upon trust for Belmatic until full payment.
3. Limitation of Liability: a) The Customer agrees to limit any claim on Belmatic to the cost of re-supply of equivalent Products or the supply of Services again b) Belmatic shall not be liable for any claim loss or expense arising which is made after 14 days from date of delivery of Product or Services (or at all once Products have been unpacked, on-sold or otherwise used or applied) after which there shall be deemed to have been unqualified acceptance c) Belmatic will not be liable for any contingent consequential direct indirect special or punitive damage arising from any dealing with the Customer, whether due to negligence or otherwise and the Customer acknowledges this express limit of liability and agrees to limit any claim accordingly d) No other term, condition, agreement, warranty, representation or understanding whether express or implied other than these Terms, is made or given by Belmatic.
4. Exclusions: a) No dealing between Belmatic and the Customer shall be or be deemed to be a sale by sample b) If Belmatic publishes material concerning its business or prices, anything so published which is incompatible with these Terms is excluded c) The Customer will rely on its own knowledge and expertise in selecting any Product or Services for any purpose d) Any advice or assistance given for or on behalf of Belmatic shall be accepted at the Customer’s risk in all things and shall not be or be deemed to be given as expert or adviser nor to have been relied upon by the Customer or anyone claiming through the Customer.
5. Placement of Orders: a) If any dispute arises over any order (including any question of identity, authority or telephone, facsimile, computer or e-mail order etc) the internal records of Belmatic will be conclusive evidence of what was ordered b) Each order placed shall be and be deemed a representation made by the Customer at the time, that it is solvent and able to pay all of its debts as and when they fall due c) Failure to pay in accordance with these Terms shall be and be deemed to be conclusive evidence that the Customer had no reasonable grounds for making the representations and that the representations were unconscionable, misleading and deceptive d) When an order is placed, the Customer shall inform Belmatic of any material facts which would or might reasonably influence any decision by or on behalf of Belmatic, to accept the order and/or grant credit in relation to it. Failure to do so shall create and be deemed to create an inequality of bargaining position, to constitute and be deemed the taking of an unfair advantage of Belmatic and be and be deemed to be unconscionable misleading and deceptive.
6. Purchase Price: a) All sales are made by Belmatic at its ruling price at time of delivery b) government imposts, GST etc (“imposts”) will be paid by the Customer c) any Belmatic price list, estimate or quote excludes imposts unless expressly noted thereon.
7. Ability to Supply: The Customer agrees that Belmatic will not be liable for any delay in supply or availability of any Products and Belmatic may allocate Products to Customers at its unfettered discretion: eg: if demand exceeds available supply.
8. Delivery: The Customer acknowledges and agrees a) Belmatic accepts no duty or responsibility for delivery but may elect to arrange delivery at its discretion without any liability and at the Customer's costs and responsibility in all things b) Belmatic may elect to charge for any delivery c) it shall be deemed to have accepted delivery and liability for Products immediately Belmatic notifies the Customer that any Products are ready for collection or they are placed with a carrier or delivered to the Customer's business premises or site whether attended or not d) a certificate purporting to be signed by an officer of Belmatic confirming delivery shall be conclusive evidence of delivery as shall any signed delivery docket e) Belmatic will not be liable for delay failure or inability to deliver any Products or perform any Services f) once notified that Products are ready for collection or delivery the Customer agrees to pay all costs of Belmatic in holding Products g) to pay all costs and expenses arising from frustrated or delays in delivery h) to pay all damages or claims arising in the course of or after delivery and including any fine or penalty and/or local authority claim i) Belmatic may delay, cancel or suspend any delivery for any period or cancel any part of any agreement for sale without liability to anyone.
9. Variation: or cancellation of these Terms or any order must first be agreed in writing.
10. Severability: Any part of these Terms may be severed without affecting any other part
11. Pallets etc: The Customer will return all pallets and any reusable packaging provided with Products and indemnifies Belmatic for the full replacement cost of any pallet or any reusable packaging not returned to Belmatic promptly and in good order.
12. Other Terms and Conditions: (a) No terms and conditions sought to be imposed upon Belmatic shall apply (b) Belmatic standard Terms and Conditions of Purchase will apply to any purchases from the Customer, to the exclusion of any Customer terms.
13. Interest: will be charged on overdue accounts at the rate prescribed under the Penalty Interest Rates Act 1983 (Vic) rate, plus an additional 3%.
14. Products and Services: a) Belmatic disclaims any responsibility or liability relating to any Products or Services i) made or performed to designs, drawings, specifications and/or procedures etc or with materials which are provided or approved in part or in full by or on behalf of the Customer ii) utilised, stored, handled or maintained incorrectly or inappropriately b) the Customer agrees to check all Products and Services for compliance with all applicable standards and regulatory bodies before use, on-sale or application and to use or apply same in accordance therewith, with all manufacturers and/or Belmatic recommendations and directions as well as with good commercial practice c) Belmatic shall not be liable for any claim, loss or expense on any basis, which may be sustained or incurred by any person by reason of any alleged variation between the Products delivered and Products ordered.
15. Recovery Costs: The Customer will pay all the costs and expenses (on a full indemnity basis) incurred by Belmatic or its solicitors, legal advisers, mercantile agents and/or other parties acting on Belmatic’s behalf in respect of anything instituted or being considered against the Customer whether for debt, loss, damages, possession of any Products or otherwise.
16. Attornment: To give effect to the Customer's obligation arising under these Terms, the Customer irrevocably appoints any solicitor of Belmatic as its attorney in all things.
17. Default: a) Upon any default or breach by the Customer of these Terms or of any other dealing or arrangement with Belmatic (“Default”) Belmatic may at its discretion (inter alia) retain all monies paid, call-up any monies unpaid, cease further deliveries, recover from the Customer all loss of profits arising and/or take immediate possession of any Product held by the Customer, without prejudice to any other rights and without being liable to any party b) The customer agrees not to commence or continue or permit to be commenced or continued through it any suit or action against Belmatic whilst the customer is in Default.
18. Customer Restructure: The Customer give Belmatic 7 days advance notice in writing of any change in its structure or management including any change in director, shareholder or management or change in partnership or trusteeship and/or of the sale of any part of its business.
19. Jurisdiction: (i) Dealings which incorporate any part of these Terms shall be governed by the laws of Victoria, Australia and the parties agree to submit to the jurisdiction of the appropriate court(s) in or nearest Melbourne, Victoria (ii) No international trade convention or law will apply to any dealings which incorporate any part of these Terms.
20. Credit Limit: If Belmatic grants any credit facility or nominates any credit limit, this is an indication only of its intention at the time. Belmatic can vary or withdraw any credit facility at its unfettered discretion, without liability to the Customer or any other party.
21. Waiver: If Belmatic elects not to exercise any of its rights as a result of any Default, it shall not be or be deemed to be a waiver of any rights relating to any subsequent or other breach.
22. Notice: The Customer will be deemed to have notice of any change to these Terms immediately they are adopted by Belmatic, whether or not the Customer has actual notice. The Customer shall be bound by any terms and conditions adopted by Belmatic immediately they are so adopted, despite any other purported, pre-existing or conflicting terms or conditions.
23. Indemnity: a) The Customer indemnifies Belmatic against any claim or loss arising from or related to any dealing with Belmatic or anything arising therefrom, including any liability arising under the Trade Practices Act any other law or as a result of any Default or otherwise b) nothing in these Terms will derogate from Belmatic’s right to sue the Customer for any part of any unpaid purchase price, for any monies owed, for any damage loss, liability or any other cause of action.
24. Security For Payment: (a) The Customer hereby charges in favour of Belmatic (i) by way of a fixed charge all its fixed plant and equipment, books of account, financial records, goodwill, documents of title and current and later acquired real and intellectual property (ii) by way of a floating charge, the whole of the Customer’s other undertaking, property and assets, with payment of all monies owed to Belmatic. (b) any such charge will be in addition to and will not derogate from nor effect any security given or obtained earlier (including any guarantee) (c) The Customer will promptly execute any formal security documents requested by Belmatic.
25. Partial Delivery/Forward Orders: The Customer agrees that if any forward order is placed a) to pay for so much of any order as is from time to time invoiced by Belmatic b) no delay or failure to fulfil any part of any order or any alleged delay in or incomplete delivery shall entitle the Customer to cancel or vary any order or delay or reduce any payment.
26. Force Majeure: Belmatic will not be in default or in breach of any dealings with the Customer as a result of Force Majeure. Force Majeure means anything or event beyond the reasonable control of Belmatic and includes any strike or lock-out.
27. Insolvency: a) If the Customer commits or is involved in any act of insolvency, it agrees it shall be deemed in default under these terms b) An act of insolvency is deemed to include bankruptcy, liquidation, receivership, administration or the like.
28. Description: Belmatic will have fulfilled its obligations upon having available for delivery Products (plus or minus 5%) which comply with the generic description of what was ordered
29. Quotes: (a) All quotes by Belmatic incorporate these Terms (b) If Belmatic discloses specific materials to be used and/or the suppliers of any those materials in any quote and the quote is subsequently accepted, the Customer agrees that any issue as to quality of such materials will be between the Customer and the supplier and no claim will be made on Belmatic unless by agreement with Belmatic, which agreement will include a full indemnity for any costs or liability of Belmatic (c) Belmatic acknowledges that claims on suppliers may have to be made through Belmatic and agrees to assist Customers to make such claims, subject to the indemnity provisions in these Terms (d) If the customer places an Order after a quote by Belmatic, it will be deemed to have accepted the quote and these Terms.