Wholesale Terms and Conditions

The Sign People Pty Ltd trading as Windwerks reserves the right to refuse or cancel wholesale accounts for any reason whatsoever.

1. Minimum Order

All wholesale orders have a minimum spend of Wholesale $250 plus freight.

2. Payment Terms

2.1. At our sole discretion, you must make payment for Goods:

(a) before to the dispatch of Goods, or

(b) for customers that we have approved for credit, payment for all orders is due fourteen days after the invoice date. Payment can be made by Mastercard, Visa, Bank Deposit, BPay.

(c) If you fail to pay us strictly within fourteen then you must pay the annual interest rate of 2.1% on late payments. The interest will be calculated daily on the amount outstanding.

Should you habitually make late payments on your account, it will be reviewed at our discretion and may be closed.

3. Overdue Accounts

Any accounts that are outstanding for over 45 days may be passed on to debt collection and you will be responsible for any fees involved in recovering the debt.

4. Title to Goods

Ownership of the Goods shall not pass to you until you pay us all monies owing in respect of such Goods.

Until property in the Goods passes from us to you, it is agreed that:

(a) You shall retain the Goods in such manner that they are readily identifiable as our property;

(b) The Goods supplied shall nevertheless be at your risk;

(c) You shall not in any way deal with, or part with possession of, the Goods, or any part thereof, or attempt to do so;

(d) You shall return the Goods to us should we request you to do so;

(e) You shall hold the Goods as our bailee and shall hold any proceeds from the sale or disposition of Goods on trust for us.

5. Personal Property Securities Act

Upon assenting to this Agreement, you agree that this Agreement constitutes a security agreement for the purposes of the Personal Property Securities Act 2009 (Cth) (‘PPSA’).

To secure payment of Goods and/or the performance by you of your obligations under this Agreement and any other contract to which this Agreement applies or may in the future apply, you grant to us a security interest (within the meaning of the PPSA) in:

(a) all Goods previously supplied by us to you (if any); and

(b) all Goods that will be supplied in the future by us to you.

You will perform such acts and provide such information as in our opinion is necessary or desirable to enable us to perfect our security interest under the PPSA (including by registering the security interest on the Personal Property Securities Register). It is agreed that:

(c) You shall indemnify and reimburse to us on demand any costs and expenses incurred in registering a financing statement and/or a financing change statement and/or in releasing any Goods to which the security interest applies or did apply;

(d) You waive your right to receive a verification statement in accordance with section 157 of the PPSA;

(e) You waive your right to receive notices in accordance with section 144, 95, 118, 121, 130,132 and 135 of the PPSA; and

(f) You waive your right to receive information about interested persons relating to our security interest and neither are you required to provide this in accordance with section 275 of the PPSA.

6. Quotations

Prices and other details in any quotation, pro forma invoice or other documents that we provide are only valid for 30 days or such other limited time period as stated in the document. Unless otherwise stated, the prices for the Goods are exclusive of Goods and Services Tax (GST). You must pay GST at the same time and in the same manner as the consideration for the Goods. The

applicable GST Will be displayed on the tax invoice.

7. Freight

Freight cost will be displayed on the tax invoice. We will strive to meet the requirements of your requested delivery date. However, we will not be liable for any losses you suffer as a result of a delay or failure to deliver the Goods.

8. Returns and Cancellations

It is your responsibility to inspect the Goods on delivery and advise us within seven days of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. You will afford us a reasonable opportunity to inspect the Goods following delivery if you believe the Goods are defective in any way. Should you fail to strictly comply with this clause, the Goods shall be presumed to be free of any defect or damage. Non-delivery must be reported immediately.

All orders are final and cannot be cancelled once the order has been confirmed and the final invoice has been generated. We do not accept returns for unsold Goods and change of mind.

9. Warranty

To the full extent permitted by law, and except as set out in our warranty terms for each good, we make no representations or warranties, express or implied, regarding any matter including merchantability, fitness for a particular purpose or use or suitability for resale in relation to any Goods supplied to you.

Where legislation implies into this Agreement any condition or warranty that cannot be restricted or modified, our liability for any breach of such conditions or warranties will (to the full extent permitted by law) be limited to, at our option, one or more of the following:

(a) replacement of the Goods, the repair of the Goods, or the supply of equivalent Goods;

(b) repayment of any part of the price of the Goods supplied; or

(c) payment of the costs of replacing or repairing the Goods, or acquiring equivalent Goods.

10. Order Dispatch

Your order will only be shipped once payment and delivery details have been approved.

11. Prices

Prices shown on order forms are exclusive of GST, unless otherwise stated. All prices are subject to change without notice. If not already supplied with the order, please contact us for recommended retail prices for Goods supplied.

12. Pre-Orders

Estimated delivery dates are approximate and for guidance only. We try our best to get your order dispatched to you as soon as possible, but we are sometimes affected by delays outside of our control. Pre-orders are considered final orders and cannot be cancelled once paid. We reserve the right to cancel the production of any of the Goods in our range. If this occurs, the payment received for the cancelled product will be refunded in full to you.

13. Copyright and Intellectual Material

All The Sign People Pty Ltd trading as Windwerks product images and product copy are subject to copyright and are the property of The Sign People Pty Ltd trading as Windwerks.

14. Product Modification

The Sign People Pty Ltd trading as Windwerks Goods can not be modified in any way for resale or distribution. For proper care and disposal of The Sign People Pty Ltd trading as Windwerks Goods, please see the guidelines here.

15. Liability

The Sign People Pty Ltd trading as Windwerks cannot be held liable for any losses, costs, damages and expenses (including legal costs) resulting from claims arising out of your breach of this Agreement.

16. Severance

If any of the terms or conditions in this Agreement are or become for any reason wholly or partly invalid, that term or condition shall to the extent of the invalidity be severed without prejudice to the continuing force and validity of the remaining terms or conditions.

17. Waiver

Failure to exercise or enforce, or a delay in exercising or enforcing, or the partial exercise or enforcement of, a right, power or remedy provided by law or under this Agreement or any other contract to which this Agreement applies by us does not preclude, or operate as a waiver of, the exercise or enforcement, or further exercise or enforcement, of that or any other right, power or remedy provided by law or under this Agreement.

A waiver or consent given by us under this Agreement is only effective and binding on us if it is given or confirmed by us in writing.

No waiver of a breach of this Agreement operates as a waiver of another breach of that term or condition or of a breach of any other term or condition in this document.