Trading Terms and Conditions

Speedy Blinds Pty Ltd – Trading Terms and Conditions

Published: 16 February 2026 Effective Date: 16 February 2026 Version: v01-02-2026 Applies to Orders accepted on or after the Effective Date.

Wholesale Trading Terms - Summary & Links Wholesale only (Retailers only). By proceeding with an order, the Retailer agrees the order is governed by Speedy Blinds’ Trading Terms & Conditions (https://www.speedyblinds.au/terms) and Tolerances & Standard Manufacturing Practices (https://www.speedyblinds.au/tolerances).

Summary (non-binding):

• Quotes valid 14 days. (Clause 4.1.2)
• Full payment is required upfront before production begins. (Clause 4.2)
• No change once production starts. (Clause 3.4)
• Tolerances & standard practices apply. (Clause 8.1.3)
• 12-month limited warranty (Functional Failure only): back-to-base, parts-only; Retailer pays freight (subject to Non-Excludable Rights) (Clause 10).
• Quality Defects & Made to Spec Guarantee 30/60 claims window is an extra benefit (in addition to Non-Excludable Rights): must be lodged with evidence within 30 days of install/first use or 60 days from dispatch (whichever is earlier). (Clause 8.2.1 & Clause 8.3.1.1)
• Quality Defect: defects relating to the supply of goods/materials, including goods/materials supplied by a third party (e.g. fabric weaving faults, faulty motor/remote). If confirmed, Company covers one return (if required) and one re- dispatch standard freight (company-arranged). (Clause 8.4)
• Made to Spec Guarantee: product does not match the accepted order form (e.g. incorrect measurement, wrong colour). If confirmed, Speedy will attend onsite (Melbourne metro only) or cover one return (if required) and one re-dispatch standard freight (company-arranged). (Clause 8.5)
• If the Company does not attend onsite and supplies parts only, the Company does not cover labour to install those parts. (Clause 8.7.2)
• Company-arranged freight includes Authority to Leave (ATL) by default; delivery discrepancies must be reported within 14 days of receipt. (Clause 5.6 & Clause 6.2)
• Normal fabric/material variations and inherent characteristics (e.g., dye-lot colour variation, pattern alignment differences, slubs/marks, environmental effects) are expected and generally not claimable. (Clause 9)
• If fault is unclear (e.g. pulled thread/damaged fabric), Company may offer goodwill option (no precedent). (Clause 15.8)

1. Definitions

In these Terms and Conditions (the Terms):

1.1 Company means Speedy Blinds Pty Ltd (ABN 41 164 169 135).

1.2 Business Day and days: Business Day means any day other than a Saturday, Sunday, public holiday in Victoria, Australia, or any period during which the Company is closed for its annual Christmas shutdown (as notified by the Company from time to time). Unless a clause expressly states “Business Day(s)”, any reference in these Terms to a number of “days” means calendar days.

1.3 Business Hours means 8:30am–4:30pm Melbourne, Victoria time on a Business Day.

1.4 Retailer means a business acquiring Goods from the Company for the purpose of resupply, resale, supply and/or arranging installation to end users (including where the Retailer supplies Goods to end users for DIY/self-install), and not for the Retailer’s own personal, domestic or household use.

1.5 End Customer means the person or entity who purchases the finished product from the Retailer, or for whom the finished product is supplied or installed by the Retailer (the Retailer’s customer).

1.6 Delivery Address means the address nominated in the Order for delivery of the Goods. The Delivery Address may be the Retailer’s premises or may be an end consumer’s address (as directed by the Retailer).

1.7 Installation Address means the address where the Goods are installed for end use (being the end consumer site), whether installed by the Retailer, its installer, or the end consumer.

1.8 Melbourne Metro means an Installation Address located within Zone 1 and Zone 2 of the Melbourne metropolitan public electric train network as published by Public Transport Victoria (PTV) on the Order Acceptance Date, excluding the Stony Point Line corridor (Frankston–Stony Point).

1.9 Order means a request by the Retailer to purchase specified Goods from the Company, including all measurements, specifications, options, delivery instructions and other details.

1.10 Order Acceptance Date means the date the Company accepts an Order under Clause 3.2, being:

1.10.1 the date of the Company’s written acceptance/confirmation; or

1.10.2 if the Company accepts by commencement of manufacture without issuing a written acceptance beforehand, the date the Company commences manufacture as recorded in the Company’s internal production system.

1.11 Goods means the products supplied by the Company to the Retailer under an Order.

1.12 Manufacturing Tolerances Schedule means the Company’s documented “Tolerances and Standard Manufacturing Practices” document applicable to each product line (including, where applicable, standard dimension tolerances, alignment, fitment, pattern handling, component clearances, and standard inclusions/pack-out quantities) as made available by the Company from time to time via the Company’s online portal and on request. The Manufacturing Tolerances Schedule forms part of these Terms. The version of the Manufacturing Tolerances Schedule in effect on the Order Acceptance Date applies to that Order, and later updates do not apply to previously accepted Orders.

1.13 Company-Arranged Shipping means shipping arranged by the Company (including where the Company selects or books the carrier), whether or not the Retailer pays the freight charge.

1.14 Standard Freight means the Company’s standard, non-express freight method within Australia, excluding remote/extended area surcharges, after-hours fees, waiting time, tail- lift/special handling, oversize/bulky surcharges, and express or priority services, unless agreed otherwise in writing. Where these Terms state that the Company will arrange and/or cover freight (including as part of any remedy), the Company covers Standard Freight only unless the Company expressly agrees otherwise in writing.

1.15 Carrier means any courier, freight provider, or transport company engaged for delivery of Goods.

1.16 Delivery Discrepancy means, for Company-Arranged Shipping, any of the following that is reasonably identifiable on Receipt without opening cartons, including by reference to carton labels and delivery documentation:

1.16.1 a missing carton/box;

1.16.2 short delivery (carton count does not match delivery documentation);

1.16.3 wrong cartons/items/quantities as delivered (based on labels/documents); and/or

1.16.4 visible transit damage to outer packaging/cartons and, where the Goods are visible without opening cartons (for example, through transparent wrapping or where the Goods are exposed), any visible damage to the Goods reasonably discoverable on Receipt.

1.17 Free Shipping Offer means any promotion or pricing arrangement where the Company waives its Standard Freight charge (as defined) for Company-Arranged Shipping for eligible Orders. A Free Shipping Offer has no cash value, is not transferable, and is not redeemable as a rebate, refund, credit or payment if the Retailer collects the Goods or arranges its own shipping.

1.18 Dispatch Date means the date Goods are handed to the carrier (Company-Arranged

Shipping) or collected by the Retailer or the Retailer’s carrier (whichever applies).

1.19 Receipt means the time the Goods are delivered to the Delivery Address (including delivery unattended under an authority to leave) or collected by the Retailer or the Retailer’s carrier, as applicable, as evidenced by the carrier’s tracking/proof of delivery records (or, for collection, the time recorded by the Company for pickup).

1.20 Sealed Packaging means any outer carton, box, wrap, tape, strap, shrink-wrap, sealed bag, or other packaging that was closed, sealed, taped, strapped, shrink-wrapped or otherwise secured at the time of delivery (including any factory-sealed or shipment-sealed packaging), and includes any packaging that would reasonably be understood as intended to remain closed until unpacking/installation.

1.21 Quality Defect means any issue with the Goods that is not verifiable solely by comparing the Goods to the Retailer’s accepted Order specifications, and that is typically discovered on unpacking/opening, during installation and/or on first operation/use, including (subject to Clauses 8.1.1 and 9):

1.21.1 supplied fabric/material issues, including finish faults, coating defects, printing/pattern faults, streaking, dye marks, weaving faults, pulled threads or other manufacturing/finishing faults in the supplied fabric/material;

1.21.2 missing internal parts, incorrect internal contents, or short quantities of Standard Inclusions (Clause 1.25) where the accepted Order specifications do not expressly state the quantity, and the correct quantity is only determinable by reference to the Standard Inclusions in the Manufacturing Tolerances Schedule;

1.21.3 non-functional or defective components discovered during installation or on first use (including motors, controls, and moving mechanisms); and

1.21.4 other supplier/manufacturer quality faults in third-party supplied materials/components used in the Goods. For avoidance of doubt:

1.21.5 a Quality Defect remains a Quality Defect regardless of whether it was visible at the time of manufacture/fabrication or only became apparent after cutting, sewing, fabrication, assembly, installation or first use;

1.21.6 a Quality Defect does not include a Manufacturing Issue (as defined in Clause 1.22);

1.21.7 where the accepted Order specifications clearly require a specific item/type/option (for example, a specific bracket type, fabric code, colour/colourway, control type, or component model) and the Company supplies the wrong item/type/option, that is verifiable against the accepted Order and is a Manufacturing Issue, not a Quality Defect;

1.21.8 normal dye-lot variation, batch-to-batch colour variation, inherent fabric characteristics, and other natural variations described in Clause 9 are not claimable issues under Clause 8, and do not constitute a Quality Defect; and

1.21.9 a Quality Defect does not include any loss, theft, damage or deterioration occurring after Receipt that is caused by storage, handling, installation, misuse, modification, external damage after delivery, or any other event outside the Company’s and the carrier’s control after Receipt. However, concealed transit damage may be treated as a Quality Defect where the conditions in Clauses 8.3.1.9 and 8.2.1 are met.

1.21.10 a Quality Defect does not include any defect, fault, variation, instability or inherent characteristic originating in fabric, material or components supplied by the Retailer or by a third party on the Retailer’s behalf, including weaving faults, pulled threads, colour or dye variation, shrinkage, expansion, distortion, coating issues, pattern issues or dimensional instability. Where the Company is engaged for sewing or fabrication using Retailer-supplied materials, the Company remains responsible for its own Manufacturing Issues and workmanship, but does not warrant the quality, suitability or performance of the Retailer-supplied material itself.

1.22 Manufacturing Issue means a non-conformance with the Retailer’s accepted Order

specifications as assessed subject to the Manufacturing Tolerances Schedule, and that is not a Quality Defect (as defined in Clause 1.21), including where the Goods were made with incorrect dimensions, make-up, configuration, fabrication, construction, sewing/workmanship, assembly, or material/component selection compared to the accepted Order specifications (including where the wrong fabric code, colour/colourway, or specified component/model is used), other than due to a Retailer ordering error. For avoidance of doubt:

1.22.1 If the Goods were manufactured in accordance with the Retailer’s accepted Order

specifications (as assessed subject to the Manufacturing Tolerances Schedule), any issue arising from incorrect measurements/specifications/options provided by the Retailer is a Retailer ordering error and is not a Manufacturing Issue.

1.22.2 If the issue is caused by incorrect cutting, sewing, assembly, fabrication or other workmanship by the Company (including crooked sewing/uneven hems/incorrect make-up relative to tolerances), it is a Manufacturing Issue.

1.22.3 A supplied fabric/material/component fault that originates from the

fabric/material/component itself is a Quality Defect, not a Manufacturing Issue, even if it becomes apparent only after cutting/sewing/fabrication/installation.

1.22.4 If a dimension, alignment, clearance, or other characteristic falls within the applicable tolerance in the Manufacturing Tolerances Schedule, it is deemed compliant for assessment purposes and is not a Manufacturing Issue even if it differs from the nominal dimension stated on the accepted Order.

1.22.5 The rectification pathway for a confirmed Manufacturing Issue (parts-only vs return-to- factory) is determined under Clause 8.5.5 and does not affect whether an issue is a Manufacturing Issue.

1.23 Functional Failure means the Goods or a component fails to operate as intended in normal use consistent with the product specifications and any installation/operation instructions (including where a motor, control system, or moving mechanism will not operate), and is not merely cosmetic, a minor visual variation, or a non-material performance irregularity that does not affect intended operation.

1.24 Basic Tools means the common household tools and basic DIY items listed by Bunnings on its website under the “The essentials for a basic tool kit” and “The D.I.Y. beginner’s toolkit” lists (including any successor pages), as in effect on the Order Acceptance Date for the relevant Order. Later updates to those Bunnings lists do not apply to previously accepted Orders. Basic Tools does not include access equipment (including ladders, scaffolding, elevated work platforms), specialist test equipment, or factory jigs/processes. For evidentiary certainty, the Company may retain and rely on a copy (including a screenshot or PDF) of the relevant Bunnings list(s) current on the Order Acceptance Date for the relevant Order. If the Bunnings pages are unavailable, the Company may determine Basic Tools acting reasonably by reference to a typical household DIY toolkit.

1.25 Standard Inclusions means the default included components and quantities (including, where applicable, brackets and fixings) for a given product line as set out in the Manufacturing Tolerances Schedule, unless the accepted Order specifications expressly state otherwise.

1.26 Consequential Loss includes indirect loss, loss of profit, loss of revenue, loss of opportunity, loss of goodwill, third-party costs (including End Customer claims), and any loss that is not the direct and immediate cost of rectifying the relevant Goods, whether or not foreseeable.

1.27 Force Majeure Event means an event beyond a party’s reasonable control that prevents or delays performance, including those listed in Clause 14.1.

1.28 Headings are for convenience only and do not affect interpretation.

2. Wholesale Only Business & No Installation Services

2.1 Wholesale supply only: The Company supplies Goods exclusively to Retailers and does not supply Goods directly to end consumers.

2.2 Resupply acknowledgement: The Retailer acknowledges and warrants that it acquires the Goods for the purpose of resupply (including resale or supply as part of a service) in trade or commerce and/or for use in installing or arranging installation of the Goods for end users, and not for personal, domestic or household use. The Retailer further acknowledges that, to the extent relevant, it does not acquire the Goods as a “consumer” for the purposes of the Australian Consumer Law where the Goods are acquired for resupply.

2.3 No measurement or installation services: The Company does not provide measurement, fitting or installation services to Retailers or end consumers. Measurement, installation and fitting are the sole responsibility of the Retailer and/or its installer. However, the Company may provide onsite services only if (and to the extent) the Company elects onsite attendance as part of a remedy under Clause 8.5.3 or where the Retailer requests an optional paid inspection under Clause 8.6.2.

2.4 Independent installers: Where the Company recommends or refers a third-party installer, that installer is independent. The Company is not responsible for the acts, omissions, pricing, scheduling, workmanship or warranties of any third-party installer.

2.5 Retailer is point of contact: The Retailer is the Company’s customer and is responsible for managing all communications with, and access arrangements at, the End Customer site. The Company is not required to deal directly with an End Customer in relation to claims, inspections, scheduling, payments, refunds, credits, or remedies, and may require all communications to be through the Retailer.

2.6 No authority to bind Company: The Retailer is an independent business and has no authority to make any representation, warranty, guarantee, commitment or promise on behalf of the Company unless expressly authorised by the Company in writing. Any representation made by the Retailer to an End Customer that is additional to, different from, or inconsistent with the Company’s written product specifications, warranties, Terms, Manufacturing Tolerances Schedule or written confirmation for the relevant Order is the Retailer’s responsibility. This includes representations concerning exact dimensions, appearance, fabric behaviour, delivery or installation dates, product performance, warranty periods, remedies or installation outcomes.

2.7 Product information and instructions: The Retailer is responsible for ensuring that all relevant installation instructions, operating instructions, care information, maintenance requirements, safety information and product limitations supplied or published by the Company are provided to the Retailer’s installer, subcontractor and/or End Customer where relevant. Failure by the Retailer, installer or End Customer to follow applicable instructions may affect product appearance, performance and operation and may constitute an installation, use or maintenance issue rather than a Manufacturing Issue or Quality Defect.

2.8 Product selection and site suitability: Unless the Company has expressly confirmed a particular suitability requirement in writing after being provided with all relevant information, the Retailer is responsible for determining whether the Goods, fabric, material, hardware, configuration and options selected are suitable for the intended application, Installation Address, environment and End Customer requirements. The Retailer must take into account relevant factors including dimensions, product weight, mounting substrate, fixing conditions, exposure to sunlight, heat, humidity, moisture, expected usage and any particular performance or appearance requirement. General product information, samples, recommendations or assistance provided by the Company do not constitute a site assessment or guarantee of suitability for a particular application unless expressly confirmed by the Company in writing.

3. Orders, Acceptance, and Cancellation

3.1 Placing Orders: Orders must be placed in the manner specified by the Company, including via online portal, order form, email, API and/or integration (or any other method approved by the Company). Each Order must include all information reasonably required by the Company. The Retailer is responsible for accuracy of all Order details, including measurements and specifications.

3.2 Order acceptance: An Order is binding only once accepted by the Company, which may occur by written confirmation or by commencement of manufacture, whichever occurs first. The Company may, in its absolute discretion and subject to applicable law, accept or reject any Order.

3.2.1 Payment received before acceptance: If the Company receives any payment before

accepting an Order, that receipt does not of itself constitute acceptance.

3.2.2 If Order not accepted: If the Company does not accept the Order, the Company will refund the amounts received for that unaccepted Order within five (5) Business Days, unless the parties agree in writing to apply the amount to another accepted Order.

3.2.3 Corrected terms before acceptance: Without limiting Clause 4.8, if the Company

identifies a manifest and material pricing or description error before acceptance and offers the Retailer corrected terms, the Order will not be accepted unless the Retailer confirms in writing that it wishes to proceed on the corrected terms within the time specified by the Company acting reasonably. If the Retailer does not so confirm, the Company may treat the Order as not accepted and Clause 3.2.2 applies.

3.3 Precedence: These Terms prevail over any terms the Retailer proposes (including purchase order terms) unless expressly agreed in writing by the Company.

3.4 Cancellations/changes by Retailer: Because Goods are custom made-to-order, once

production has commenced, the Order cannot be cancelled, amended or changed by the Retailer. The Company typically begins manufacture shortly after full payment is received (see Clause 4.4). Any request to change or cancel an Order must be made in writing before production begins and is subject to Company approval in the Company’s discretion acting reasonably. Telephone conversations, verbal instructions, site discussions or other oral communications do not amend an Order unless the requested change is subsequently confirmed in writing and accepted by the Company before production begins. If the Company agrees to a change or cancellation before production begins, the Company may charge a reasonable administration fee and may recover any costs already incurred or committed, including materials ordered. For avoidance of doubt, this Clause 3.4 applies only to Retailer-initiated cancellations or changes and does not limit the Company’s rights to cancel or suspend under Clause 3.6 or Clause 14.

3.5 Remakes due to Retailer error: If Goods require remake, alteration or rework due to inaccurate/incomplete information provided by the Retailer (or site changes not notified before production), all associated costs are payable by the Retailer, and the remake/alteration is treated as a new Order.

3.6 Company-initiated cancellation: The Company may cancel an Order after acceptance in any of the circumstances set out in Clauses 3.6.1–3.6.5, and the procedure and refund/cost treatment in Clauses 3.6.6–3.6.9 will apply (as relevant).

3.6.1 Manifest and material pricing or description error.

3.6.2 Required materials/components become unavailable despite reasonable efforts to source substitutes.

3.6.3 The Retailer becomes insolvent or fails to pay amounts due.

3.6.4 A legal/regulatory requirement prevents supply.

3.6.5 A Force Majeure Event (as defined in Clause 1.27) prevents manufacture or supply for thirty (30) consecutive days and the Company cancels under Clause 14.3.

3.6.6 Procedure – correction/substitute option (where applicable): Before cancelling under Clauses 3.6.1 or 3.6.2, the Company may (but is not required to) offer the Retailer the option to proceed on corrected terms (including corrected price/description) or with a substitute material/component. If the Retailer does not confirm acceptance in writing within two (2) Business Days (or such other time as the Company reasonably specifies), the Company may cancel the Order.

3.6.7 Refunds and cost treatment (Clauses 3.6.1, 3.6.2 and 3.6.4): If the Company cancels under Clauses 3.6.1, 3.6.2 or 3.6.4:

3.6.7.1 if manufacture has not commenced, the Company will refund amounts received for the cancelled Goods; and

3.6.7.2 if the Goods are already manufactured or in production, the Company will refund amounts received less the reasonable costs incurred up to the cancellation date (including materials and labour reasonably committed), up to the amount paid for the cancelled Goods.

3.6.8 Non-payment/insolvency (Clause 3.6.3): If the Company cancels under Clause 3.6.3, the Company may apply any amounts received in accordance with Clause 4.7.5 to any amounts owing and the Company’s reasonable costs incurred up to cancellation. Any remaining balance (if any) will be refunded.

3.6.9 Force Majeure cancellation (Clause 3.6.5): If the Company cancels under Clause 3.6.5, refunds and cost treatment will be handled in accordance with Clauses 14.3.1–14.3.2.

4. Pricing and Payment Terms

4.1 Prices and quote validity:

4.1.1 Prices: Prices are as quoted by the Company (including via email/portal) or, if no quote is issued, as per the Company’s current wholesale price list at the time of Order acceptance. Prices are in AUD and include GST unless stated otherwise.

4.1.2 Quote validity (14 days): Unless stated otherwise in writing, each quote issued by the Company (including any freight quote) is valid for fourteen (14) days from the quote issue date shown on the quote (Quote Validity Period).

4.1.3 If no issue date is shown: If a quote does not show an issue date, the issue date is the date the Company first issues/sends the quote by email or portal (as recorded by the Company), and the Quote Validity Period runs from that date.

4.1.4 Revised quotes supersede: Any revised, updated, or re-issued quote supersedes all prior quotes for the same Goods and/or freight, and the Quote Validity Period runs only from the latest issue date (unless stated otherwise in writing).

4.1.5 Instruction to proceed required within validity: To rely on a quoted price, the Retailer must, within the Quote Validity Period, notify the Company in writing that it wishes to proceed and submit the Order (including all required specifications and information) in a manner accepted under Clause 3.1. An Order is not considered submitted for the purposes of this Clause 4.1.5 unless it contains all information reasonably required by the Company to proceed. If the Retailer does not do so within the Quote Validity Period, the quote expires.

4.1.6 Expired quotes / no obligation to honour: If the Retailer seeks to proceed after the Quote Validity Period has expired (or does not submit a complete Order within that period), the Company may withdraw the prior quote and require the quote to be re-issued. The Company is not obliged to supply at an expired quoted price.

4.1.7 Extensions only by written confirmation: The Company may honour a quoted price beyond the Quote Validity Period only if the Company confirms in writing that it will do so. An extension does not constitute Order acceptance under Clause 3.2.

4.1.8 If no new expiry is stated: If the Company confirms in writing that it will honour a quoted price beyond the Quote Validity Period but does not state a new expiry date, then the quote is extended once only for a further fourteen (14) days from the date of that written confirmation. For avoidance of doubt, no quote is valid indefinitely and no extension is rolling.

4.1.9 Freight quote clarification: Freight quotes are provided for Standard Freight only unless expressly stated otherwise, and may change due to carrier re-rating or reclassification (including metro/non-metro, oversize/bulky, address/access requirements, or other carrier rules) determined at booking, dispatch, or invoicing.

4.1.10 Relationship to acceptance and price movements: This Clause 4.1 does not constitute Order acceptance and operates alongside Clause 3.2 (Order acceptance), Clause 3.2.3 (corrected terms before acceptance) and Clause 4.8 (price movements before acceptance).

4.2 Payment upfront: Full payment is required upfront for all Orders, in cleared funds, prior to production and delivery unless expressly agreed otherwise in writing.

4.3 Payment methods: Payment must be made by approved methods. Processing surcharges may apply where notified.

4.4 Production timeline after payment: Orders are generally treated as received when cleared funds are received. If cleared funds are received outside Business Hours, the Order is treated as received at 8:30am on the next Business Day. The Retailer acknowledges that once cleared funds are received, the Company may accept the Order under Clause 3.2 and commence manufacture shortly afterwards. For avoidance of doubt, the Company is not obliged to commence manufacture until it has received cleared funds and accepted the Order.

4.5 No set-off / no withholding: To the extent permitted by law, the Retailer must not withhold payment or set-off amounts against any amount owing to the Company (including on the basis of an alleged defect, claim, dispute, or backcharge) unless the Company has issued a credit note or agreed refund in writing. This Clause does not limit any Non-Excludable Rights under Clause 12.

4.6 Non-payment / reversals: If any payment is reversed, dishonoured, charged back, or not received in full (including where a card payment is disputed), the Company may immediately suspend production and/or delivery, withhold dispatch, and exercise its rights under Clause 7 (Retention of Title) and pursue recovery under Clause 4.7. Any production slot, lead time estimate, or delivery estimate will be adjusted as reasonably required once full cleared funds are received again.

4.7 Overdue amounts, interest, debt recovery, and allocation of payments

4.7.1 Overdue amounts: If the Retailer does not pay any amount owing to the Company under these Terms by the due date stated in these Terms or on the relevant invoice, that amount becomes overdue. Without limiting any other right, the Company may suspend manufacture and/or delivery and exercise its rights under Clauses 4.6 and 7 until all overdue amounts are paid in cleared funds.

4.7.2 Interest on overdue amounts: Without limiting Clause 4.7.1, the Company may charge interest on any overdue amount from the due date until paid in full, at the rate stated on the relevant invoice, or if no rate is stated, 10% per annum, calculated daily and compounding monthly (or, if compounding is not permitted, calculated daily without compounding), not exceeding the maximum permitted by law.

4.7.3 Engaging third parties and recovery costs (indemnity): The Company may engage a debt collection agency, solicitor and/or commence legal proceedings to recover any overdue amount. To the extent permitted by law, the Retailer indemnifies the Company for all reasonable costs and expenses the Company incurs in recovering (or attempting to recover) any overdue amount, including (without limitation) debt collection agency fees and commissions, legal costs (on an indemnity basis), court fees, enforcement costs, process server fees, tracing/search fees and any other recovery expenses, in addition to the overdue amount and any interest under Clause 4.7.2, whether or not proceedings are issued and whether or not judgment is obtained.

4.7.4 Referral to third party and payment direction: The Retailer acknowledges that once the Company refers a debt to a third-party debt collection agency and/or solicitors, the recovery process (including communications, demands, payment methods and timing) may be managed by that third party and may be outside the Company’s control. The Retailer must deal directly with that third party as required, and must make payment to the debt collection agency/solicitors (or as otherwise directed by them) once a referral has occurred.

4.7.5 Allocation of payments: The Company may apply any payment received from the Retailer in the following order, unless required otherwise by law: first to any recovery costs and expenses payable under these Terms, then to interest, and then to the oldest outstanding invoice(s)/amount(s) owing, before applying any remaining balance to more recent invoice(s)/Order(s).

4.7.6 New Orders while amounts are outstanding: If the Retailer has any outstanding

invoice/amount owing and makes a payment intended for a new Order, the Retailer acknowledges that, under Clause 4.7.5, the Company may apply that payment to the outstanding amount(s) first, and only apply any remaining balance to the new Order. Any shortfall for the new Order remains payable, and the Company is not required to commence manufacture for that new Order until full payment in cleared funds is received in accordance with Clause 4.2.

4.7.7 Chargebacks and reversal fees: If the Retailer initiates or causes a chargeback, payment dispute, reversal, or dishonour, the Retailer must pay the Company’s reasonable costs incurred as a result (including bank and merchant fees and administration time), in addition to the amount owing, unless the Retailer proves the chargeback was solely caused by the Company’s fraud or error.

4.8 Price movements (before acceptance): If, before Order acceptance, the Company’s input costs materially change (including material costs or regulatory/compliance costs), the Company may withdraw the prior quote and issue an updated quote. The Order will not be accepted unless the Retailer confirms it wishes to proceed at the updated price.

5. Delivery, Shipping, and Risk

5.1 Lead times: Production/delivery times are estimates only. Time is not of the essence. Any lead time estimate is measured from the later of the Order Acceptance Date and receipt of cleared funds in accordance with Clause 4.4 (unless the Company states otherwise in writing). The Company is not liable for delay-related losses. Split/partial deliveries may occur and must be accepted.

5.2 Delivery methods and freight charges: Delivery is either:

5.2.1 Company-Arranged Shipping; or

5.2.2 collection from the Company premises by the Retailer (or the Retailer’s nominated carrier). The Company does not arrange, book, manage or coordinate Retailer collection or any Retailer- arranged carrier/shipping on behalf of the Retailer unless expressly agreed in writing in advance. Where the Company has coordinated any Retailer-arranged carrier/shipping (if agreed), this is a one-off accommodation only and does not create any obligation to coordinate any future Retailer-arranged shipping. Delivery/freight charges are borne by the Retailer unless otherwise agreed in writing, except where these Terms expressly state that the Company will arrange (and in some cases pay upfront) Standard Freight as part of a remedy or assessment process (including under Clauses 6.4, 8.4.2, 8.5.3.3, 8.5.4.2, 8.5.4.3 and 8.6.1.1). Any freight charges payable by the Retailer are payable prior to dispatch unless the Company agrees otherwise in writing.

5.2.3 Free Shipping Offers (capital-city metro only; no oversize; no cash alternative)

5.2.3.1 Where a Free Shipping Offer applies, the Company will waive the freight charge that would otherwise be payable by the Retailer only where:

5.2.3.1.1 the Goods are dispatched using Company-Arranged Shipping; and

5.2.3.1.2 the Delivery Address is within the metropolitan area of an Australian capital city as classified by the carrier used (or proposed to be used) by the Company for that dispatch on the Order Acceptance Date, based on that carrier’s then-current metro/non-metro (or equivalent) classification in the Company’s booking/account system. The Company may rely on a saved record of that classification (including a screenshot, PDF or carrier export) as evidence. If the carrier classification is unavailable, the Company may determine eligibility acting reasonably in good faith. For avoidance of doubt, this carrier “capital-city metro” classification is separate from “Melbourne Metro” as defined in Clause 1.8 (which is based on Installation Address); and

5.2.3.1.3 the shipment is not an Oversize Goods shipment (as defined in Clause 5.2.3.3).

5.2.3.2 No regional areas: Free Shipping Offers do not apply to deliveries to regional or non- metro areas. Regional or non-metro deliveries require a separate delivery quote.

5.2.3.3 Oversize Goods exclusion: For the purposes of Free Shipping Offers, Oversize Goods means any shipment that includes any carton or item that is longer than 1.8 metres or weighs more than 20 kilograms or is otherwise treated by the carrier as bulky/oversize or attracts an oversize surcharge. Oversize Goods require a separate delivery quote.

5.2.3.4 If the Retailer elects to collect the Goods from the Company’s premises or uses Retailer- arranged shipping, the Free Shipping Offer does not convert to any rebate, refund, credit, or payment to the Retailer, and no amount is payable by the Company in lieu of freight.

5.2.3.5 For avoidance of doubt, any “shipping” or “freight” amount waived under a Free Shipping Offer is a waiver of the Company’s freight charge only, not compensation for the Retailer’s time, fuel, tolls, labour, or delivery arrangements.

5.2.3.6 The Company may withdraw or amend a Free Shipping Offer prospectively at any time by notice; changes apply only to Orders accepted after the notice.

5.2.3.7 Standard Freight only / excluded charges: A Free Shipping Offer waives the Company’s Standard Freight charge only. It does not cover, and the Retailer remains responsible for, any non-standard or additional carrier charges (including remote/extended area surcharges, after- hours fees, waiting time, tail-lift/special handling, oversize/bulky surcharges, redelivery/storage charges, or express/priority services), unless the Company agrees in writing to cover a specific charge.

5.3 Risk passes on Receipt/collection: Risk passes to the Retailer on Receipt (as defined), including where delivery occurs unattended under an authority to leave, or on collection from the Company premises (as applicable).

5.4 Incorrect address / failed delivery / extra carrier charges: Any re-delivery, storage, waiting time, return-to-sender, depot/handling fees, address correction, or additional freight costs caused by incorrect instructions, failed delivery, inaccessibility, unsafe/unsuitable drop location, or missed delivery are payable by the Retailer, including where a Free Shipping Offer applied (a Free Shipping Offer does not cover these additional charges).

5.5 Retailer collection: If the Retailer elects collection (including where the Retailer uses its nominated carrier), the Retailer is solely responsible for selecting and contracting with that carrier, booking and coordinating pickup, providing correct delivery instructions, and arranging any insurance and special handling requirements. The Company is not responsible for loss, theft, delay, or damage in transit under Retailer collection/retailer-arranged shipping. For avoidance of doubt, Clause 6 (Company-Arranged Shipping Delivery Discrepancies) does not apply to Retailer collection/retailer-arranged shipping. Clauses 8 and 10 may still apply to Goods issues, but any freight responsibility is governed by those Clauses.

5.6 Authority to leave / unattended delivery (Company-Arranged Shipping):

For all Company-Arranged Shipping, unless the Company expressly agrees otherwise in writing before Dispatch, the Retailer authorises delivery under an authority to leave / unattended delivery arrangement (including where the Delivery Address is the End Customer’s address). The Retailer warrants that it has obtained the End Customer’s consent (or the consent of the lawful occupier/controller of the Delivery Address) to authority-to-leave/unattended delivery at the Delivery Address and that the delivery location is suitable and secure. Unless the Company agrees otherwise in writing, the Company does not request or offer signature-required delivery for Company-Arranged Shipping. The carrier may, at its discretion, obtain a signature or photo/GPS proof of delivery; this does not change the operation of these Terms. Delivery as recorded by the carrier (including under an authority to leave) constitutes delivery and Receipt. The Company is not responsible for loss, theft or damage occurring after Receipt. The Retailer is responsible for ensuring that any End Customer authority-to-leave arrangements are valid and for managing any End Customer delivery preferences or restrictions.

5.6.1 If authority to leave is not permitted:

If the Retailer and/or the End Customer/site cannot or will not accept authority to leave / unattended delivery for Company-Arranged Shipping (including where the Delivery Address/site will not permit unattended delivery), then the Retailer must, before Dispatch, elect collection from the Company premises (by the Retailer or the Retailer’s nominated carrier) under Clause 5.2.2 and manage onward delivery to the Delivery Address. In that case, Clause 5.5 applies and the Retailer is responsible for any subsequent delivery, redelivery, storage, and insurance.

5.7 Proof of delivery: Carrier tracking records and proof of delivery (including GPS, photos, and authority-to-leave records) are prima facie evidence of delivery and Receipt. If the Retailer disputes delivery, it must notify the Company promptly and provide reasonable assistance (including any site CCTV/doorbell footage where available) to support investigation.

5.8 Non-standard delivery charges: Unless the Company agrees in writing, the Company does not provide or pay for non-standard carrier services or surcharges (including remote/extended area surcharges, after-hours fees, waiting time, tail-lift/special handling, bulky/oversize surcharges, redelivery/storage charges, or express/priority services). Any such charges are payable by the Retailer.

5.9 Standard packaging only: Unless the Company expressly agrees otherwise in writing, the Company supplies Goods using the Company’s standard packaging methods only. The Company does not provide special packaging, custom crating, additional wrapping, edge/corner protection, palletisation, or other non-standard packaging to meet a Retailer’s carrier requirements or preferences. Any special packaging request must be agreed in writing in advance, and any additional costs are payable by the Retailer prior to dispatch.

6. Claims Within 14 Days (Company-Arranged Shipping Delivery Discrepancies Only)

6.1 Scope (Company-Arranged Shipping only): This Clause 6 applies only where the Goods were dispatched using Company-Arranged Shipping.

6.2 14-day notice requirement: The Retailer must ensure each shipment is checked on Receipt (including where delivered to an End Customer at the Delivery Address) and must notify the Company in writing within fourteen (14) days after Receipt of that shipment if there is any Delivery Discrepancy (as defined), including missing cartons/boxes, short delivery (carton count mismatch), wrong cartons/items/quantities as delivered (reasonably identifiable from carton labels/delivery docs), or visible transit damage reasonably identifiable on Receipt without opening cartons. Receipt for the purposes of this Clause 6 is the delivery time recorded by the carrier (proof of delivery/tracking), including delivery unattended under authority to leave. If not reported within fourteen (14) days, that shipment is deemed complete only for Delivery Discrepancy claims under this Clause 6, and this does not affect any rights or processes under Clauses 8, 10 and 12. The Retailer is responsible for monitoring carrier tracking for each shipment and for ensuring that any End Customer receiving Goods at the Delivery Address checks carton count, labels and outer packaging condition on Receipt in accordance with this Clause 6. For avoidance of doubt, this Clause 6 does not apply to issues not reasonably discoverable on Receipt without opening cartons (including missing internal components, incorrect internal contents, wrong quantities of non-specified inclusions, or non- functional/defective components discovered on opening/installation/first use), which are handled under Clause 8 and/or Clause 10. Where delivery occurs unattended under an authority to leave, loss or theft after delivery is not a Delivery Discrepancy and is the Retailer’s risk.

6.2.1 Concealed transit damage: Damage that is not reasonably identifiable on Receipt without opening Sealed Packaging (for example, damage only discovered after opening) is not a Delivery Discrepancy for the purposes of this Clause 6. Where the outer cartons/packaging reasonably appeared intact on Receipt (noting that minor scuffs or superficial marks that do not indicate impact, puncture, crushing, tearing or water ingress do not of themselves constitute “visible transit damage”), such concealed transit damage may be treated as a Quality Defect under Clause 8 if notified within the Clause 8 window and supported by the evidence in Clause 8.3.1.9. Where the outer cartons/packaging show visible transit damage on Receipt (including punctures, crushing, tears, significant deformation, or signs of water ingress), the claim must be made under Clause 6 within fourteen (14) days (and not under Clause 8 as concealed transit damage).

6.3 Evidence: The Retailer must provide evidence reasonably sufficient for assessment, including photos of the received cartons/packaging (including labels) and any visible damage, and the delivery documentation (proof of delivery/consignment note). For missing cartons/short delivery, the Retailer must also provide (where reasonably practicable) a carton count and photos of the labels of all received cartons sufficient to confirm what was received versus what the carrier documentation shows as dispatched. The Retailer must retain all cartons/packaging and any affected Goods, and must not dispose of them or return any cartons/items to the carrier unless the Company requests it in writing, for a reasonable period to allow investigation and any carrier claim.

6.4 Remedy and costs (Company-Arranged Shipping): Where the Company confirms a valid claim within time under this Clause 6, the Company will at its option replace the affected cartons/items or otherwise provide a reasonable remedy, within a reasonable time having regard to production capacity, supplier lead times and carrier availability. The Company will bear the reasonable cost of that remedy, including Standard Freight within Australia as reasonably necessary to deliver the remedy for that Delivery Discrepancy claim. If the Company reasonably requires any cartons/items to be returned (for example, where the wrong cartons/items were delivered), the Company may arrange that return using Standard Freight; however, the Company is not required to pay any non-Standard charges. For avoidance of doubt, this Clause 6 is an extra benefit for Company-Arranged Shipping and does not require the Company to pay any non-Standard charges (including remote area surcharges, after-hours fees, waiting time, tail-lift/special handling, oversize/bulky surcharges, or express services).

6.5 Relationship to Clause 8 and Clause 10: This Clause 6 does not affect claims for Manufacturing Issues or Quality Defects under Clause 8 (including issues discovered only after opening cartons) or claims under the 12-month limited warranty in Clause 10.

7. Retention of Title (Ownership)

7.1 Title remains with Company: Ownership in Goods does not pass until the Company receives payment in full for the Goods and all other amounts owing by the Retailer on any account, in cleared funds and not subject to any reversal, dishonour or chargeback (see Clauses 4.6 and 4.7.7).

7.2 Bailee obligations and no installation before payment: Until title passes under Clause 7.1, the Retailer holds the Goods as bailee and must, to the extent within the Retailer’s control:

7.2.1 keep the Goods safe, protected and identifiable as the Company’s property;

7.2.2 where the Goods are at the Retailer’s premises, store them securely, keep them separate where reasonably practicable, and not encumber them;

7.2.3 not alter, install, or permit installation of the Goods, and must ensure (including by contract and instructions to its End Customer) that the End Customer does not install or use the Goods, unless and until the Company has received payment in full in cleared funds as required by Clause 7.1; and

7.2.4 if the Goods are delivered to an End Customer at the Delivery Address before payment in full, the Retailer must take reasonable steps to ensure the End Customer holds the Goods on the Retailer’s behalf (and not adversely to the Company’s title) and complies with Clause 7.2.3.

7.3 Right to recover / Retailer retrieval obligation: If payment is overdue or reversed (including due to chargeback or dishonour), the Company may, to the extent permitted by law, require the Retailer to return the Goods to the Company at the Retailer’s cost and risk.

7.3.1 Where the Goods are at the Retailer’s commercial premises, the Company may, during Business Hours on reasonable notice, enter those premises to recover the Goods.

7.3.2 The Company will not enter any residential premises without the lawful occupier’s consent or a court order.

7.3.3 If the Goods are at an End Customer site or any location not controlled by the Company, the Retailer must promptly take all reasonable steps (at its cost) to retrieve the Goods and return them to the Company as directed.

7.4 PPSA: The Retailer consents to the Company registering its security interest under the Personal Property Securities Act 2009 (Cth) (PPSA) where applicable. To the extent permitted by law, the Retailer waives its right to receive notices under sections 95, 118, 121(4), 125, 130, 132(3)(d), and 157 of the PPSA and any other notice that may be waived under the PPSA.

7.5 Proceeds of sale: Until title passes, if the Retailer on-sells the Goods in the ordinary course of business, it holds the proceeds of that sale (including insurance proceeds) on trust for the Company to the extent of any unpaid amounts owing to the Company in respect of those Goods.

8. Product Quality, Inspection, Claims Process and Remedies (Quality Defects vs Manufacturing)

8.1 Inspection, Safety and Standards

8.1.1 Initial inspection and cosmetic viewing standard: The Retailer (and/or the End Customer) must inspect the Goods upon delivery and again upon installation and first use. For delivery inspection, this means checking carton count, carton labels, and outer packaging/visible condition only (without opening Sealed Packaging), consistent with Clause 6. This Clause 8.1.1 applies to cosmetic/visual issues only. For cosmetic/visual issues (including cosmetic Quality Defects and cosmetic Manufacturing Issues), minor imperfections or variations that do not materially affect the overall appearance of the Goods when viewed from approximately 1.5 metres in ordinary daylight or normal indoor lighting are not claimable issues under Clause 8. A claimed cosmetic/visual issue must be visible at approximately 1.5 metres in ordinary daylight or normal indoor lighting to be considered under Clause 8, and assessments will not be made under raking light, torch light, zoomed images, macro close-up photography, or by reference to isolated marks that are not visible at that viewing distance. This Clause 8.1.1 does not apply to Functional Failure claims, which are assessed by operation/performance rather than viewing distance. The Retailer must not delay inspection unreasonably. For avoidance of doubt, this Clause 8.1.1 operates subject to Clause 12 (Non-Excludable Rights).

8.1.2 Installation safety and missing/insufficient fixings:

8.1.2.1 The Retailer (and/or its installer) must confirm prior to installation that all required components (including brackets/fixings) are present, suitable, and sufficient for the installation site and the intended load.

8.1.2.2 If any required component is missing, incorrect, or appears insufficient (including insufficient bracket quantity or spacing for safe support), the Retailer must not install or must immediately cease installation/use, and must notify the Company promptly with evidence under Clause 8.3.1.

8.1.2.3 The Company’s provision of bracket quantities, guides, or recommendations (if any) does not constitute installation advice for the specific site and does not override the Retailer’s responsibility to assess site conditions, substrates, load requirements, and safety.

8.1.2.4 To the extent permitted by law and subject to Clause 12, the Company is not responsible for loss, damage, injury, or costs arising from installation or continued use where the Retailer/installer proceeds (or continues use) after becoming aware, or where a competent installer ought reasonably to have been aware, of missing/insufficient components or an unsafe installation condition.

8.1.2.5 Where the Company confirms that any required components or contents were missing or incorrect, the Company’s obligations and the applicable freight/remedy rules will be determined by classification under Clause 8.3.2 and the applicable framework. If the issue is a Manufacturing Issue (including where the accepted Order clearly requires a specific item/type/option and the wrong type/option was supplied), the claim is handled under Clause 8.5 (and Clauses 8.5.3–8.5.4 for any freight/onsite support, as applicable). If the issue is a Quality Defect (including missing internal parts or incorrect internal contents/quantities not specified by the accepted Order), the claim is handled under Clause 8.4 (and Clauses 8.4.2 and 8.6, as applicable). If notified outside the Clause 8 window or otherwise not handled under Clause 8, the claim may be handled under Clause 10 (where applicable). For avoidance of doubt, subject to Clause 12, this does not include labour, call-out, removal/re-installation, making good, or consequential loss.

8.1.3 Manufacturing tolerances: Goods are produced to tolerances documented in the

Manufacturing Tolerances Schedule. Variations within published tolerances are acceptable and not defects. The Manufacturing Tolerances Schedule forms part of these Terms.

8.2 Claim Notification Window

8.2.1 Notification period (Clause 8 window):

To make a claim under Clause 8 (including a Quality Defect claim under Clause 8.4 or a Manufacturing Issue claim under the Made to Spec Guarantee in Clause 8.5), the Retailer must notify the Company in writing within thirty (30) days of installation/first use, or within sixty (60) days after the Dispatch Date (whichever occurs first) of the relevant Goods, including the Order/invoice details and evidence in accordance with Clause 8.3.1. If an issue is discovered on opening before installation/first use, the Retailer must still notify the Company promptly and in any event within the 60-day Dispatch Date limit.

8.2.1.1 Do not repair/alter/modify: The Retailer must not attempt to repair, alter or modify the Goods without the Company’s prior written consent, except for temporary measures reasonably necessary to prevent injury or further property damage, provided the Retailer promptly notifies the Company and preserves evidence where possible.

8.2.1.2 Relationship with Clause 10 (Warranty): The notification timeframes in Clause 8.2.1 are conditions of the Clause 8 issue-resolution processes and the Made to Spec Guarantee only. If an issue is notified outside the Clause 8 window, the Company has no obligation to apply the Clause 8 processes or provide any remedy under Clause 8. This does not limit or reduce any rights the Retailer may have under the 12-month limited warranty in Clause 10 (Functional Failure only) or any Non-Excludable Rights under Clause 12.

8.2.1.3 Clarification – Clause 6 vs Clause 8: Issues reasonably discoverable on Receipt without opening cartons (including carton-count mismatch, wrong cartons/labels, and visible carton damage) are “Delivery Discrepancies” under Clause 6. Concealed transit damage where cartons reasonably appeared intact on Receipt may be treated as a Quality Defect under Clause 8, subject to Clause 8.3.1.9. Other Quality Defects discovered only after opening/installation/first use are dealt with under Clause 8 (within the Clause 8 window) and/or Clause 10 (where applicable).

8.3 Evidence, Assessment and Classification

8.3.1 Evidence and inspection (Retailer cooperation):

8.3.1.1 For any claim under this Clause 8 or Clause 10, the Retailer must first provide clear photos and/or videos sufficient for initial assessment.

8.3.1.2 The Company may require additional information, measurements, and/or physical

inspection of the Goods or affected components. This may include requiring the Retailer to make the Goods available for onsite inspection (where offered by the Company) and/or return the Goods or affected components to the Company for assessment.

8.3.1.3 The Retailer must cooperate reasonably with inspection requests, including providing safe access (where onsite inspection applies), and packaging and returning Goods in accordance with the Company’s instructions (where return is required).

8.3.1.4 If the Retailer does not provide the requested evidence or does not make the Goods available for physical inspection within a reasonable time, the Company may pause assessment and any remedy until compliance.

8.3.1.5 Melbourne Metro – no automatic onsite entitlement: For installations within Melbourne Metro, the Company is not required to attend onsite unless and until:

8.3.1.5.1 the Retailer has provided sufficient evidence (including photos, videos, measurements and Order details) to reasonably demonstrate that the issue is likely to be a Manufacturing Issue; and

8.3.1.5.2 the Company elects onsite attendance as the remedy method under Clause 8.5.3. For avoidance of doubt, even where an issue is likely or confirmed to be a Manufacturing Issue, the Company may elect a parts-only remedy (Basic Tools) or return-to-factory remedy as permitted by these Terms.

8.3.1.6 Installation Address required: For any claim where onsite attendance, Melbourne Metro coverage, or location-based remedies may apply, the Retailer must provide the Installation Address. If the Retailer does not provide the Installation Address, the Company may treat the claim as outside Melbourne Metro for the purposes of Clauses 8.5.3 and 8.6.2.

8.3.1.7 Site access and access equipment: The classification of an issue as a Quality Defect or Manufacturing Issue is determined by the nature of the issue and does not change due to site access conditions. The Retailer is responsible for providing safe, ready access to the Goods at the Installation Address for any assessment or remedy, including providing and paying for any access equipment required (for example scaffolding, elevated work platforms, specialised ladders, or additional labour) and ensuring access conditions are substantially the same as at installation/first use where the issue was first identified. If adequate access is not available, the Company may, at its option, (1) supply replacement components only, without onsite attendance, and/or (2) defer onsite attendance until access is provided, and any additional attendance, or return visit may be treated as a Retailer-requested visit and subject to a call-out fee under Clause 8.6.2.

8.3.1.8 Do not change access conditions until resolved: If a claim is raised during

installation/first use and safe access equipment is in place (including scaffolding or an elevated work platform), the Retailer must take reasonable steps to keep that access available until the claim is resolved or the Company confirms in writing that the access is no longer required. If the Retailer removes or allows removal of that access and later access is not available, any additional access costs and any return visit required to complete the remedy are payable by the Retailer, and the Company may require prepayment of those costs and/or apply Clause 8.6.2 (call-out fee) before scheduling attendance.

8.3.1.9 Concealed transit damage evidence: For any claim of concealed transit damage treated as a Quality Defect, the Retailer must provide evidence reasonably sufficient for assessment, including:

8.3.1.9.1 clear photos of all sides of the outer cartons/packaging and all labels (and, where applicable, straps, tape and seals), taken before opening or, if already opened, taken immediately upon discovery, showing that there was no visible transit damage reasonably identifiable on Receipt;

8.3.1.9.2 photos and/or video of the internal packaging and the damaged Goods/components and any impact points;

8.3.1.9.3 carrier proof of delivery/tracking for the relevant shipment; and

8.3.1.9.4 confirmation of when the cartons were first opened (or found opened) and when the damage was first discovered. The Retailer must retain the cartons/packaging and affected Goods/components and make them available for inspection and/or return as reasonably requested. If the Retailer cannot provide the evidence in Clause 8.3.1.9.1, the Company may, acting reasonably, decline to treat the claim as concealed transit damage under Clause 8.

8.3.2 Issue classification: After initial review, the Company will classify the claim as either a Quality Defect or a Manufacturing Issue. Classification is determined by the Company acting reasonably, having regard to the accepted Order specifications, the Manufacturing Tolerances Schedule, and the available evidence, and may be updated following physical inspection if required. In summary:

8.3.2.1 Manufacturing Issue: If, after applying the Manufacturing Tolerances Schedule and the order of precedence in Clause 15.9, the Goods do not materially conform to the accepted Order specifications and/or applicable workmanship/tolerances (and the issue is not a Quality Defect), it will be assessed under the Manufacturing Issue framework (Made to Spec Guarantee) in Clause 8.5, including consideration of the exclusions in Clause 8.5.2 (such as Retailer ordering error, installation error, or site causes).

8.3.2.2 Quality Defect: If the issue falls within the Quality Defect definition in Clause 1.21 (including supplied fabric/material/component faults, missing internal parts/incorrect internal contents, short quantities of Standard Inclusions where the accepted Order does not specify quantities, and non-functional/defective components discovered on installation/first use), it will be assessed under the Quality Defect framework in Clause 8.4. For avoidance of doubt, a supplied fabric/material/component fault remains a Quality Defect even if it only becomes apparent after cutting, sewing, fabrication, assembly, installation or first use.

8.3.2.3 Basic Tools and remedy pathway: Whether an issue can (or cannot) be rectified using Basic Tools does not determine whether it is a Quality Defect or a Manufacturing Issue. Basic Tools is used to determine the remedy pathway under Clause 8 for a confirmed issue (including whether a remedy may be provided by parts-only supply versus return-to-factory), including under Clauses 8.4.2 and 8.5.5.

8.4 Quality Defects (Remedies and Freight Rules)

8.4.1 Quality Defect remedies: If the Company confirms a Quality Defect within the notification period, the Company will, at its option, supply replacement/correct components, repair or replace the affected component(s), supply equivalent component(s)/Goods, and/or provide reasonable administrative assistance to help the Retailer pursue any third-party supplier/manufacturer process (for example, facilitating return of a component to the relevant manufacturer where required). Where a separate third-party manufacturer warranty applies to a component, Clause 10.4 also applies.

8.4.2 Shipping for Quality Defects (Basic Tools / return-to-factory):

8.4.2.1 Parts-only remedy (Basic Tools): If the Company confirms a Quality Defect within the notification period and reasonably determines the Quality Defect can be fully rectified at the Installation Address by a competent installer using only Basic Tools (Clause 1.24), the Company will cover Standard Freight within Australia (arranged by the Company) for one outbound shipment of the replacement/correct components required for that claim. For avoidance of doubt, the Company does not reimburse the Retailer for its own courier/transport, time, fuel, tolls, labour or handling in connection with any claim.

8.4.2.2 Return-to-factory remedy (not Basic Tools): If the Company confirms a Quality Defect within the notification period and reasonably determines the Quality Defect cannot be fully rectified using only Basic Tools to achieve a proper finish, fit and function (including where re- sewing, re-fabrication, specialist jigs/equipment or factory processes are required), the Company will cover Standard Freight within Australia (arranged by the Company) for one return shipment to the Company (if required, as determined by the Company) and one re-dispatch shipment back to the Retailer for that claim. The Retailer remains responsible for safe removal (if required), secure packaging, and making the Goods available for carrier collection.

8.4.2.3 Standard Freight exclusions: “Standard” excludes remote/extended area surcharges, after-hours fees, waiting time, tail-lift/special handling, oversize/bulky surcharges, redelivery/storage charges, and express/priority services, unless the Company agrees in writing. Any excluded or additional freight charges are payable by the Retailer.

8.4.2.4 Packaging: The Retailer must package any returned Goods securely to avoid transit damage, and the Company is not responsible for damage caused by inadequate packaging.

8.4.2.5 No cash alternative / no reimbursement of Retailer logistics: Any freight covered by the Company under this Clause 8.4.2 is provided by Company-arranged Standard Freight only and is not redeemable as a rebate, refund, credit or payment, and the Company does not reimburse any Retailer transport or logistics costs.

8.4.3 Fabric/material Quality Defects (supplier evidence; return if required): Where the Quality Defect relates to supplied fabric/materials/components and the Company reasonably requires return for assessment, supplier evidence and/or manufacturer process requirements, the Retailer must remove, pack and return the affected Goods (or affected panels/components) as directed. Any freight covered by the Company for that claim is governed by Clause 8.4.2 (including parts-only where rectifiable using Basic Tools, or return-to-factory where not). If replacement fabric/material/component is provided by the relevant supplier/manufacturer (or is otherwise reasonably available), the Company will remake/re-sew/rectify and re-dispatch in accordance with Clauses 8.4.1–8.4.2. The Retailer remains responsible for all removal and re- installation labour and costs, subject to Clause 12.

8.5 Made to Spec Guarantee – Manufacturing Issues

8.5.1 Made to Spec Guarantee (what it is): The Company provides a Made to Spec Guarantee that, subject to Clauses 8.5.2–8.5.5, custom-made Goods manufactured by the Company will materially conform to the Retailer’s Order specifications and the Manufacturing Tolerances Schedule.

8.5.2 Made to Spec Guarantee – conditions and exclusions: The Made to Spec Guarantee

applies only where:

8.5.2.1 the Retailer submitted the Order in a manner accepted by the Company under Clause 3.1, and the Order specifications were recorded in writing (including via the Company’s order form, online portal, email, API and/or integration, or other written confirmation by the Company); and

8.5.2.2 the claim relates to a Manufacturing Issue (as defined in Clause 1.22). The Made to Spec Guarantee does not apply where:

8.5.2.3 the Retailer ordered the wrong size, wrong product, wrong configuration, provided incorrect measurements/specifications, or otherwise made an ordering error; or

8.5.2.4 the issue is caused by installation error, misuse, abuse, modification, or external damage after delivery.

8.5.3 Installation within Melbourne Metro

8.5.3.1 Remedy method (Company discretion): For a confirmed Manufacturing Issue at an

Installation Address within Melbourne Metro, the Company may, at its discretion acting reasonably, choose the remedy method, including one or more of the following:

8.5.3.1.1 Parts-only rectification by supplying replacement parts/components (and, where

reasonable, basic instructions) where the Company reasonably determines the issue can be fully rectified at the Installation Address by a competent installer using only Basic Tools, to achieve a factory-equivalent finish, fit and function.

8.5.3.1.2 Onsite attendance by the Company during Business Hours to inspect and/or complete rectification.

8.5.3.1.3 Return-to-factory rectification where the Company reasonably determines that a

factory-equivalent finish, fit and function cannot be achieved onsite or by parts-only rectification using only Basic Tools.

8.5.3.2 Onsite visits (limits and scheduling where the Company elects onsite): If (and only if) the Company elects onsite attendance under Clause 8.5.3.1.2, then unless the Company agrees otherwise in writing the Company will arrange up to two (2) onsite visits in total for the same Order at the same Installation Address: one initial visit and (where the Company determines acting reasonably that a further visit is required to complete the remedy) one follow-up visit. Unless the Company agrees otherwise in writing, all reported issues and notices relating to the same Order and Installation Address will be treated as one matter for the purposes of this Clause 8.5.3.2 and the two-visit limit, except where the Company determines acting reasonably that a later reported issue is genuinely unrelated to the earlier confirmed Manufacturing Issue and reasonably requires separate attendance. Onsite visits will be scheduled during Business Hours on Business Days, subject to reasonable availability. The Retailer must ensure the site is safe and provides reasonable access (including access to the relevant windows/areas and safe working conditions). If access is not provided or the site is unsafe, the Company may abort the visit; the aborted visit counts toward the two-visit limit, and any further attendance may be subject to a call-out fee notified by the Company in writing before scheduling.

8.5.3.3 Return-to-factory where required: If the Company elects return-to-factory rectification under Clause 8.5.3.1.3, the Company will arrange return freight (carrier booked by the Company) to the Company and re-dispatch of the rectified Goods using Standard Freight at its own expense. The Retailer remains responsible for safe removal (if required), secure packaging, and making the Goods available for the carrier collection, and the Company does not reimburse any Retailer labour, transport, or handling costs, subject to Clause 12.

8.5.3.4 This onsite support is limited to installations within Melbourne Metro, determined by the Installation Address (not the Delivery Address). This onsite support does not include initial installation of the Goods, re-measuring, making good, patching, painting, electrical work, rectifying pre-existing site issues, or any work unrelated to the confirmed Manufacturing Issue.

8.5.4 Installation outside Melbourne Metro

8.5.4.1 The Company does not provide onsite inspection services outside Melbourne Metro. For a confirmed Manufacturing Issue outside Melbourne Metro, rectification will be provided either by parts-only rectification under Clause 8.5.5.1 or by return-to-factory rectification under Clause 8.5.5.2 (with freight handled under Clauses 8.5.4.2–8.5.4.3).

8.5.4.2 Parts-only rectification (Basic Tools): Where the Company reasonably determines the confirmed Manufacturing Issue can be fully rectified at the Installation Address by a competent installer using only Basic Tools, the Company will supply the necessary replacement parts/components by Company-arranged Standard Freight within Australia at the Company’s cost.

8.5.4.3 Return-to-factory rectification: Where return-to-factory rectification is required under Clause 8.5.5.2 to rectify the confirmed Manufacturing Issue, the Company will, at its own cost, arrange Standard Freight (carrier booked by the Company) of the relevant Goods back to the Company for inspection/adjustment and will ship the Goods back to the Retailer after rectification. The Retailer remains responsible for safe removal (if required), secure packaging, and making the Goods available for carrier collection, and the Company does not reimburse any Retailer labour, transport, or handling costs, subject to Clause 12. For avoidance of doubt, where the Company arranges return freight for assessment before confirmation and the issue is later determined not to be a Manufacturing Issue and not a Quality Defect, Clause 8.6.1 applies.

8.5.5 Rectification pathway for confirmed Manufacturing Issues (parts-only vs return-to-factory)

8.5.5.1 Parts-only rectification (Basic Tools): Where a Manufacturing Issue is confirmed, the Company may rectify it by supplying replacement parts/components (and, where reasonable, basic instructions) if the issue can be fully rectified at the Installation Address by a competent installer using only Basic Tools (Clause 1.24), without specialist equipment or factory processes, and so that the resulting finish, fit and function of the Goods are materially the same as if the Goods had been correctly made and assembled in the Company’s factory.

8.5.5.2 Return-to-factory rectification (specialist equipment/processes): If the Company reasonably determines that the confirmed Manufacturing Issue cannot be fully rectified using only Basic Tools to achieve a factory-equivalent finish, fit and function (including where re- cutting, re-sewing, re-fabrication, specialist jigs/equipment, or factory processes are required), the rectification will be carried out by return-to-factory under Clause 8.5.3.3 (Melbourne Metro) or Clause 8.5.4.3 (outside Melbourne Metro), as applicable.

8.5.5.3 No labour reimbursement: For avoidance of doubt and subject to Clause 12, nothing in this Clause 8.5.5 requires the Company to pay or reimburse labour, call-out, access equipment, removal/re-installation, travel, or handling costs incurred by the Retailer, its installer, or the End Customer.

8.6 Cost Recovery, Optional Paid Inspection and Re-dispatch

8.6.1 If, after assessment, it is not a Manufacturing Issue and not a Quality Defect

(reimbursement and re-dispatch):

8.6.1.1 Where the Company has arranged return freight for the Goods (from the Retailer/site back to the Company) for assessment or rectification, the Company will pay that return freight upfront. If, after assessment, the Company determines, acting reasonably, that the issue is not:

8.6.1.1.1 a Manufacturing Issue covered by the Made to Spec Guarantee in Clause 8.5; and

8.6.1.1.2 a confirmed Quality Defect notified within the Clause 8 window and covered by Clause 8.4, then the Retailer must reimburse the Company for the actual return-freight charges paid to the carrier and any reasonable freight-related handling costs that were disclosed to the Retailer (or are otherwise reasonable and evidenced) for that assessment.

8.6.1.2 Without limiting Clause 8.6.1.1, reimbursement applies where the issue is caused by or relates to the Retailer’s ordering error (including incorrect measurements, specifications, options, configuration selections, or incomplete/incorrect Order information), installation error, site conditions, misuse, modification, external damage, or any other matter outside the Company’s manufacturing control and outside the Quality Defect definition in Clause 1.21.

8.6.1.3 For the purposes of this Clause 8.6.1 (including Clause 8.6.1.1.2), an issue notified outside the Clause 8 window is treated as not being a Quality Defect under Clause 8, and the Company is not required to apply the Clause 8 processes or freight contributions to it. For avoidance of doubt, where a matter is ultimately handled under Clause 10 (Limited Warranty – Functional Failure Only), the freight allocation, reimbursement and any withholding of re- dispatch are governed by Clause 10.1.1 only (and this Clause 8.6.1 does not apply in addition).

8.6.1.4 The Company will use standard (non-express) freight methods unless otherwise agreed in writing. The Company may invoice the Retailer for reimbursable costs under this Clause 8.6.1, and the Retailer must pay within seven (7) days of the invoice date. If unpaid, it is an overdue amount and Clause 4.7 applies.

8.6.1.5 Withholding re-dispatch: If reimbursement is payable under this Clause 8.6.1, the Company may withhold re-dispatch of the Goods (or any replacement/rectified Goods) until the reimbursable amounts are paid in full and any outbound freight payable under Clause 8.6.1.6 is paid in full.

8.6.1.6 Outbound freight where Clause 8.6.1 applies: If this Clause 8.6.1 applies and the Goods are to be returned to the Retailer after assessment (including after any paid rectification requested by the Retailer), the Retailer is responsible for the cost of shipping the Goods from the Company to the Retailer. The Company may arrange that outbound freight, and the Retailer must pay the outbound freight cost prior to dispatch.

8.6.1.7 Storage and uncollected Goods: If any amount payable under this Clause 8.6.1

(including reimbursable freight and/or outbound freight) remains unpaid for thirty (30) days after invoice, the Company may charge reasonable storage fees from that date. If the amounts remain unpaid for sixty (60) days after invoice, the Company may, to the extent permitted by law, issue a written notice requiring payment and stating the Company’s intention to deal with the Goods as uncollected goods if payment is not made by the deadline stated in that notice, and may then deal with or dispose of the Goods in a commercially reasonable manner only after complying with all applicable uncollected goods laws and mandatory notice/disposal requirements in Victoria (and any applicable regulations), and only in a commercially reasonable manner. The Company may apply any proceeds (if any) first to storage fees and reasonable costs of disposal/sale, then to amounts owing, and any remaining balance will be dealt with in accordance with applicable law. Any shortfall remains payable by the Retailer.

8.6.2 Optional metro onsite inspection – call-out fee:

8.6.2.1 If the Company determines from photos/videos and initial assessment that the issue is not likely a Manufacturing Issue, but the Retailer still requests onsite inspection within Melbourne Metro (determined by the Installation Address), the Company may require a call-out fee charged per visit.

8.6.2.2 If onsite inspection confirms the issue is either:

8.6.2.2.1 a Manufacturing Issue covered by the Made to Spec Guarantee; or

8.6.2.2.2 a confirmed Quality Defect that is notified within the Clause 8 window and handled under Clause 8.4, then the Company will refund the call-out fee (if paid) or waive it (if not yet paid).

8.6.2.3 If onsite inspection confirms the issue is not a Manufacturing Issue and not a Quality Defect (including where it relates to Retailer ordering error, installation error, site conditions, misuse, modification, external damage, or other matters outside the Company’s control), the call-out fee is payable by the Retailer and the Company may invoice it if not already paid. If invoiced and unpaid, it is an overdue amount and Clause 4.7 applies.

8.6.2.4 The Company will inform the Retailer of the updated call-out fee before arranging the onsite inspection.

8.7 Returns and Cost Limits

8.7.1 No returns without authorisation: Except as expressly permitted by these Terms, the Company does not accept returns. Goods are custom-made and change-of-mind returns are not permitted. Any return for assessment must be authorised in writing by the Company. Any return authorisation is conditional upon the Retailer agreeing to the cost allocation in Clauses 8.4–8.6 (as applicable) and Clause 10 (where applicable).

8.7.2 No reimbursement of Retailer/third-party labour and related costs: To the maximum extent permitted by law and subject to any Non-Excludable Rights, regardless of whether an issue is a Quality Defect or a Manufacturing Issue and regardless of fault, the Company will not reimburse the Retailer (or any third party) for any costs incurred by the Retailer or any third party associated with removal, access equipment, travel, third-party call-out fees, installer labour, packing, handling, storage, re-installation, re-measuring, making good, patching, painting, electrical works, or any other costs arising from or connected with the issue. For avoidance of doubt, this Clause does not prevent the Company from (1) providing Company-performed onsite visits (if elected) under Clause 8.5.3 as part of a remedy, or (2) charging, waiving or refunding the Company’s own call-out fee under Clause 8.6.2.

9. Natural Variations and Exclusions (Fabrics & Materials)

9.1 Colour/dye-lot variation, fading & replacement matching: Fabric colour and texture may vary between dye lots, production batches and samples. This is normal variation and is not a claimable issue under Clause 8. Sunlight/UV exposure, ageing and gradual colour change over time are also natural and are not claimable issues. Where Goods or part of an Order are repaired, replaced or remade at a later date, the Company will use reasonable efforts to obtain the same fabric, colour and dye lot where reasonably available. However, an exact colour, shade or texture match to previously supplied Goods cannot be guaranteed due to dye-lot or batch variation and changes to existing Goods caused by age, sunlight, UV exposure or environmental conditions. Subject to Non-Excludable Rights, normal dye-lot, batch or age-related variation in repaired, replacement or remade Goods does not of itself require the repair, replacement or remake of other Goods that are otherwise compliant and unaffected. For avoidance of doubt, where the accepted Order specifications clearly require a specific fabric code and/or colour/colourway and the Company supplies a different fabric code and/or colour/colourway, that is a Manufacturing Issue (Clause 1.22).

9.2 Pattern alignment: Pattern matching and alignment may vary unless specifically agreed in writing as a requirement of the Order.

9.3 Fabric characteristics: Natural slubs, weave variations, minor marks, and inherent fabric characteristics are not claimable issues.

9.4 Shrinkage/relaxation: Some fabrics may shrink, relax, or change slightly over time due to humidity, temperature, or handling.

9.5 Environmental conditions: Mould, rust, corrosion, or damage caused by moisture, salt air, chemicals, or unsuitable environments is not a Manufacturing Issue.

9.6 Fabric and supplier materials: The Company does not weave, print, dye or finish fabric, and does not manufacture third-party supplied components/materials. Subject to Clause 12, supplied fabric/material/component faults are assessed as Quality Defects under Clause 8.4 only to the extent they (1) meet the Clause 8 notification timeframes and evidence requirements, and (2) are not excluded elsewhere in these Terms. For avoidance of doubt, aesthetic fabric/material issues that do not cause Functional Failure are not covered under the 12-month limited warranty in Clause 10.

10. Limited Warranty (12-Month Product Warranty) – Functional Failure Only

10.1 12-month warranty – scope: The Company provides a 12-month limited warranty to the original Retailer that Goods supplied will be free from faults in materials and workmanship that cause Functional Failure for twelve (12) months from the Dispatch Date of the relevant Goods. This is a back-to-base warranty: assessment and any repair/replacement is performed by the Company (or its supplier/manufacturer) and the Company is not required to provide onsite service under this Clause 10. This is also a parts-only warranty, meaning the Company does not pay or reimburse labour, call-out, removal/re-installation, access equipment, travel, programming/configuration, or other third-party costs. The Company’s obligation is limited (at its option) to repairing or replacing the affected Goods/part, supplying equivalent goods/parts, or refunding the purchase price paid for the affected Goods/part.

10.1.1 Shipping under Clause 10: For claims handled under this Clause 10 (including where the claim is made outside the Clause 8 window or is otherwise not dealt with under Clause 8), the Retailer is responsible for all shipping and transport costs associated with warranty assessment and warranty remedies, including the cost to return Goods/parts to the Company and the cost to collect or ship Goods/parts back from the Company. The Company does not pay inbound or outbound freight under this Clause 10, even where a warranty defect is confirmed. Where the Company has, at its discretion, arranged and/or paid any freight upfront in connection with a matter that is ultimately handled under this Clause 10, the Retailer must reimburse the Company for the actual freight charges paid (and any reasonable disclosed freight-related handling costs) upon invoice, and the Company may withhold re-dispatch until paid. Where the Retailer ships Goods/parts to the Company for warranty assessment or remedy, the Retailer bears the risk of loss or damage in transit and must package the Goods/parts securely. For avoidance of doubt, this Clause 10.1.1 does not apply to any claim handled under Clause 8 where these Terms expressly require the Company to cover Standard Freight.

10.2 Warranty conditions: The warranty applies only where Goods have been installed, used and maintained correctly and the defect is notified within the 12-month period with proof of purchase. The Retailer must not attempt to repair, alter or modify the Goods without the Company’s prior written consent, except for temporary measures reasonably necessary to prevent injury or further property damage, provided the Retailer promptly notifies the Company and preserves evidence where possible. The Company may require return of Goods/parts for assessment, and Clause 8.3.1 (Evidence and inspection) applies to claims under this Clause 10.

10.2.1 No onsite service under warranty: Unless the Company agrees otherwise in writing, claims under this Clause 10 are handled on a back-to-base basis only. The Company is not required to provide onsite diagnostics, onsite inspection, or onsite rectification under this Clause 10.

10.3 Exclusions: The warranty does not cover cosmetic/visual issues that do not cause Functional Failure (including cosmetic-only Quality Defects), misuse, abuse, neglect, improper installation, accidental damage, external events, normal wear and tear, fading/UV deterioration, unauthorised repairs/alterations, or improper storage/handling. The warranty also does not cover issues caused by, or attributable to, the installation environment or third-party systems, including power supply faults, electrical wiring issues, unstable voltage, network/Wi-Fi or connectivity issues, hub/controller/app configuration, third-party automation platforms, interference, or incompatibility not caused by the Goods. For avoidance of doubt, a Functional Failure is not excluded merely because the issue could also be described as a Quality Defect, and Functional Failure claims may be handled under Clause 8 (if within the Clause 8 window) or under this Clause 10 (if outside the Clause 8 window), subject to the other warranty conditions and exclusions.

10.4 Third-party supplier / manufacturer warranties: Some fabrics, materials, motors, components, accessories or finished products supplied by or sourced from third-party suppliers / manufacturers may carry a separate supplier or manufacturer warranty. This includes goods incorporated into products manufactured by the Company, as well as finished products supplied to the Retailer by the Company but manufactured or supplied by a third party. Any such warranty is provided by the relevant supplier or manufacturer on its own terms, conditions, exclusions and assessment process, and is separate from the Company’s 12-month limited warranty under this Clause 10. The Company may, at its discretion, provide reasonable administrative assistance, such as providing purchase details, facilitating communication, or arranging return to the relevant supplier / manufacturer where required. However, the Company is not responsible for the supplier’s or manufacturer’s assessment, decision, timeframes, remedy or outcome, and does not guarantee any claim under a third-party warranty. Unless expressly agreed in writing by the Company, any costs associated with making a third- party warranty claim, including removal, reinstallation, labour, freight, transport, inspection or return costs, are not covered by the Company and are subject to the relevant supplier’s or manufacturer’s warranty terms. The Retailer is responsible for complying with all applicable supplier / manufacturer warranty conditions, care instructions, exclusions, claim requirements and timeframes.

10.5 Sole remedies / limit: Subject to Clause 12, remedies under this warranty are repair, replacement, equivalent supply, or refund at the Company’s option. Subject to Clause 12, liability under this warranty is limited to the purchase price of the defective Goods/part. Repaired/replaced components are covered for the remainder of the original warranty period only.

10.6 No other warranties: To the extent permitted by law, the Company excludes all other warranties not expressly set out in these Terms, subject to Clause 12.

11. Limitation of Liability

11.1 Liability cap: To the fullest extent permitted by law and subject to Clause 12, the Company’s total aggregate liability for any claim, loss or damage arising out of or in connection with the Goods or these Terms is limited to the amount paid by the Retailer for the particular Goods giving rise to the claim. For avoidance of doubt, this Clause 11.1 limits claims for damages and compensation, but does not limit the Company’s obligation to provide the non- monetary remedies and process outcomes (if any) expressly stated in Clauses 6, 8 and 10.

11.2 No Consequential Loss: To the fullest extent permitted by law and subject to Clause 12, the Company is not liable for any Consequential Loss, whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, and whether or not foreseeable.

11.3 Retailer deadlines and third-party commitments: To the fullest extent permitted by law and subject to Clause 12, the Retailer is solely responsible for any commitments it makes to its End Customer (including installation dates, completion deadlines, liquidated damages, penalties, cancellations, or “must-finish-by” dates). The Company does not accept liability for, and the Retailer must not seek to recover from the Company, any loss or cost arising from the Retailer’s contract with any third party (including the Retailer’s End Customer), including loss of the job, loss of profit or margin, refunds to its End Customers, or reputational harm. Without limiting the remedies in Clauses 6, 8 and 10, where the Company confirms that any component supplied was missing or incorrect, the Company’s liability (if any) is limited to the remedies expressly stated in these Terms and is subject to Clauses 11.1 and 11.2 and Clause 12.

11.4 The Company does not warrant that Goods will be delivered by any particular date unless expressly agreed in writing.

11.5 Reasonable mitigation: The Retailer must take reasonable steps to mitigate loss and must not continue using Goods suspected to be defective where continued use may increase damage.

11.6 Clauses 6, 8 and 10 operate as agreed remedy frameworks: Clauses 6, 8 and 10 set out agreed processes and remedies (including specific freight contributions in some cases). Except to the extent required by Non-Excludable Rights, the Company has no obligation to provide any remedy or compensation beyond those clauses, and Clause 8.7.2 applies to Retailer/third-party costs despite anything else in these Terms.

12. Non-Excludable Rights

12.1 Nothing in these Terms excludes, restricts or modifies any right or remedy that cannot be excluded, restricted or modified by law (Non-Excludable Rights).

12.2 To the extent the Company is permitted by law to limit its liability for a failure to comply with a Non-Excludable Right (including under the Australian Consumer Law), the Company’s liability is limited, at the Company’s option, to one or more of the following (as applicable):

12.2.1 (Goods) repairing the Goods; replacing the Goods or supplying equivalent Goods; or paying the cost of repairing or replacing the Goods (or supplying equivalent Goods); and

12.2.2 (Services) supplying the services again; or paying the cost of having the services supplied again.

12.3 Subject to Clauses 12.1–12.2, the exclusions and limitations in these Terms (including Clauses 8.7.2, 10.5, and Clauses 11.1–11.6) apply to the maximum extent permitted by law.

13. Intellectual Property and Marketing Materials

13.1 Company IP: All intellectual property in the Company’s products, systems, documents, images, manuals, diagrams, price lists, trademarks and branding remains the property of the Company (or its licensors).

13.2 Permitted use: The Company may allow active Retailers to use approved marketing

materials solely to promote resale of the Company’s Goods. The Retailer must not alter branding or misuse materials.

13.3 No reverse engineering: The Retailer must not copy, reverse engineer, or reproduce Company systems, designs or documents except as required to sell the Goods.

14. Force Majeure

14.1 Neither party is liable for delay/failure caused by events beyond reasonable control (Force Majeure Events), including (without limitation) disasters, supplier insolvency, strikes, pandemics, and government action.

14.2 The affected party must notify the other and use reasonable efforts to mitigate.

14.3 If a Force Majeure Event continues for thirty (30) consecutive days, the Company may, by written notice, either suspend performance until the Force Majeure Event ends or cancel the affected Order(s). If the Company cancels:

14.3.1 the Company will refund amounts paid for Goods not yet in production (or not yet reasonably committed to materials/labour); and

14.3.2 for Goods already manufactured or in production, the Company may, at its option:

14.3.2.1 offer to hold the Goods and dispatch them when supply resumes (in which case the Order remains on foot and is not treated as cancelled), subject to any further written agreement on timing; or

14.3.2.2 refund amounts paid less the reasonable costs incurred up to the cancellation date (including materials and labour reasonably committed), up to the amount paid for the cancelled Order. For avoidance of doubt, the Company will not seek payment of any additional amount above what the Retailer has already paid solely as a result of a cancellation under this Clause 14.3.2.2.

14.3.3 If the Company offers to hold the Goods under Clause 14.3.2.1 and the parties do not agree in writing on a dispatch timing within fourteen (14) days of the offer (or such other period the Company reasonably specifies), the Company may cancel the affected Order(s) by written notice, and Clause 14.3.1–14.3.2.2 will apply.

15. General Provisions

15.1 Governing law and jurisdiction: These Terms and any dispute arising out of or in connection with them are governed by the laws of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria and the courts competent to hear appeals from those courts.

15.2 Entire agreement: These Terms, the Manufacturing Tolerances Schedule (as incorporated under Clause 1.12), and each accepted Order (including any quote, order confirmation, portal record, or other written Order specifications accepted by the Company) form the entire agreement between the parties for that Order. They supersede all prior discussions and representations. For avoidance of doubt, any Retailer purchase order terms or other terms proposed by the Retailer do not apply unless expressly agreed in writing by the Company (see Clause 3.3).

15.3 Amendments: The Company may update these Terms from time to time by publishing

updated Terms on its portal and/or providing notice to the Retailer (including by email). The updated Terms apply only to Orders accepted on or after the stated effective date of the updated Terms. Orders accepted before that effective date remain governed by the Terms in effect on the relevant Order Acceptance Date.

15.4 Severability: If a provision is invalid, the remainder continues.

15.5 No waiver: Failure to enforce a right is not a waiver.

15.6 Notices: Notices must be in writing. Email is acceptable. A notice must be sent to the email address last notified by the receiving party for notices. If no notice email address is notified, then for notices to the Company, the notice must be sent to the email address shown on the Company’s invoice/quote/portal for notices, and for notices to the Retailer, the notice must be sent to the email address used by the Retailer for Orders or shown in the Retailer’s account/portal record. A notice sent by email is deemed received at the time the sender’s email system records it as sent, provided the sender does not receive an automated delivery failure/bounce notification within 24 hours (or earlier if a failure/bounce is received).

15.7 Assignment: The Retailer may not assign, novate or transfer any right or obligation under these Terms without the Company’s prior written consent. The Company may assign, novate or transfer its rights (including debts/receivables) and obligations under these Terms to a related entity or financier on notice to the Retailer.

15.8 Discretionary assistance: If the Company, at its discretion, provides any assistance, concession, accommodation, waiver, remedy, service, payment, freight contribution, onsite visit, repair, replacement, remake, credit, refund, or other benefit to the Retailer that is outside, inconsistent with, or more generous than the remedies or obligations set out in these Terms, then:

15.8.1 such assistance is provided voluntarily, on a one-off basis only, and solely as a gesture of goodwill to assist the Retailer;

15.8.2 such assistance is provided without prejudice and without admission of liability;

15.8.3 it does not vary, amend, waive, or replace these Terms;

15.8.4 it does not create any precedent, expectation, ongoing obligation, or future entitlement for the Retailer or its End Customer;

15.8.5 it does not constitute an admission of fault, liability, or responsibility by the Company; and

15.8.6 the Company may refuse to provide similar assistance in the future, even in similar circumstances.

15.9 Order of precedence: If there is any inconsistency, the following order of precedence applies (highest to lowest):

15.9.1 any special terms expressly agreed in writing by the Company for that specific Order;

15.9.2 the accepted Order specifications/quote/portal record for that Order, but only to the extent they state product specifications, measurements, configuration selections, options, and any expressly agreed special manufacturing requirements for that Order;

15.9.3 these Terms, including the agreed claim processes, remedies, freight rules, risk allocation, and limitations/exclusions of liability; and

15.9.4 the Manufacturing Tolerances Schedule, but only to the extent it governs tolerances, acceptable variations, assessment standards and standard manufacturing practices (including, where applicable, pattern handling, joins/railroading direction, alignment conventions and pack-out standards), and any Standard Inclusions/pack-out quantities that apply unless the accepted Order specifications expressly state otherwise. For avoidance of doubt:

15.9.5 where an accepted Order states a nominal dimension or characteristic that is subject to a published tolerance in the Manufacturing Tolerances Schedule, the Company’s obligation is to supply Goods that meet that specification within that tolerance, and a result within tolerance is deemed compliant for assessment purposes and is not a non-conformance.

15.9.6 the Key Points (Summary Only) are non-binding and do not override these Terms.

15.10 Electronic acceptance and counterparts: The parties may form a binding agreement by electronic communications (including email acceptance, portal acceptance, or other electronic confirmation). If these Terms or any written variation are executed, they may be executed electronically and in counterparts, which together form one instrument. Document Control & Acceptance Speedy Blinds Terms & Conditions https://www.speedyblinds.au/terms Speedy Blinds Tolerances & Standard Manufacturing Practices https://www.speedyblinds.au/tolerances These Terms apply to Orders accepted on or after the Effective Date shown above. For each accepted Order, the version of these Terms and the Tolerances & Standard Manufacturing Practices in effect on the Order Acceptance Date governs that Order. Any later update published on the Company’s website applies only to Orders accepted on or after the stated effective date of that update, unless the Company and Retailer expressly agree in writing to apply the update to an already accepted Order. By placing an Order, including via portal, email, API, integration or any other method accepted by the Company, the Retailer agrees to these Terms and the applicable Tolerances & Standard Manufacturing Practices.