1. STANDARD CONDITIONS OF QUOTATION AND SALE

a) Unless otherwise expressly agreed in writing by DNC Joinery Pty Ltd, these Conditions apply to any quotation given by DNC Joinery Pty Ltd and to any agreement for the supply of goods and/or the performance of work by DNC Joinery Pty Ltd.

b) It is expressly acknowledged and agreed that any order issued by the Customer consequent upon or with reference to the attached Quotation will be deemed to be an acceptance to purchase upon the terms stated on the attached Quotation and these Conditions, and constitutes the entire agreement between DNC Joinery Pty Ltd and the Customer, and any conditions contained in the Customer’s order will not apply notwithstanding a statement to the contrary in the Customer’s order.

2. QUOTATION

a) Subject to clause (b) a Quotation by DNC Joinery Pty Ltd remains open for 30 days from the date stated on the attached Quotation and will lapse if the Customer fails to make an order in writing within that period.

b) DNC Joinery Pty Ltd may immediately withdraw a quotation, prior to the expiration of 28 days or terminate this Contract without notice if a Customer does not in DNC Project’s opinion obtain a satisfactory credit assessment.

c) The Contract is conditional upon the Customer having issue its purchase order a minimum number of days, equivalent to the lead time specified in the Quotation, before the Estimated Start Date.

d. Where DNC Joinery have been advised of a start date or date to be on site, and this date is held up or changed by the client DNC Joinery may issue a “notice of delay”.  Should this delay be  advised in less than either an agreed timeframe or less than 24 hours before DNC Joinery is due to start on site, an additional day rate charge will be applicable.

3. VARIATIONS

a) DNC Joinery Pty Ltd may, in its absolute discretion, perform a Variation if it receives a written instruction from an employee or agent of the Customer to perform the Variation for the Customer.

b) The price payable for a Variation performed by DNC Joinery Pty Ltd is to be determined by agreement between DNC Joinery Pty Ltd and the Customer within two business days after the written instruction under clause (a) is received by DNC Joinery Pty Ltd and the agreed price for the Variation will be added or subtracted from the Contract Price.  If agreement cannot be reached the Customer will pay the price determined by DNC Joinery Pty Ltd and any dispute in relation to the Variation will be dealt with under clause 10.

c) Where the Contract Price is not quoted as being ‘fixed price’, DNC Joinery Pty Ltd may at its discretion vary the Contract Price at any time to take into account any variation in labour or material costs and the Customer will pay the varied Contract Price. Variations may not be subject to “retention”.

4. PAYMENT

a) The Customer will pay to DNC Joinery Pty Ltd the Contract Price in accordance with clause 4 and the terms of the Customer’s credit account with DNC Joinery Pty Ltd (if any).

b) Any tax, including goods and services tax or similar tax or other statutory charge which is imposed on or payable, at the election of any person, in relation to any part or all of the Works or in respect of the supply of anything under or pursuant to this Contract (excluding income and capital gains tax) will, to the extent it is not included in the Contract Price or any other payment due under this agreement, be added to the Contract Price or such other payment.

c) Customers with approved credit accounts must make payment in full for all goods and/or if a Customer has not been granted an approved credit account with DNC Joinery Pty Ltd payment terms must be agreed with DNC Joinery Pty Ltd in writing.

d) All payments will be made in full and no amount may be withheld by the Customer by way of security, set-off, deduction or counter claim.

e) Late Payments will be subject to an $35.00 administration charge and a 2.5% of the total amount over due, for all payments after due date.

5. COMPLETION

a) The Works are deemed to be complete when the Works are, in the reasonable opinion of DNC Joinery Pty Ltd, fit for the purpose for which they were intended as reasonably determined by DNC Joinery Pty Ltd.

b) The times or dates quoted for commencement, installation and completion of the Works will be estimated as accurately as possible but are not guaranteed nor is time of the essence. DNC Joinery Pty Ltd is not liable for loss, including consequential loss, loss of profits and liquidated damages which may be incurred by the Customer as a result of DNC Joinery Pty Ltd failing to satisfy any of these dates.

c) If the estimated completion of the Works is delayed by circumstances or events beyond the control of DNC Joinery Pty Ltd including but not limited to, delays by DNC Joinery Pty Ltd’s suppliers or sub-contractors, delays directly or indirectly caused by the Customer, delay in giving DNC Joinery Pty Ltd access to the site in a condition that complies with clause 6 of these Conditions or industrial disputes, and irrespective of any other concurrent cause of delay for which DNC Joinery Pty Ltd may be responsible:

i) The Estimated Completion Date will automatically be extended by a reasonable period as determined by DNC Joinery Pty Ltd; or

ii) DNC Joinery Pty Ltd may terminate the Contract without any liability for breach of the Contract and DNC Joinery Pty Ltd will be entitled to full payment for Works completed.

d) If the Customer causes DNC Joinery Pty Ltd any delay, the Customer will indemnify DNC Joinery Pty Ltd for the liquidated damages amount specified in the quotation, but if such amount is not specified then for all expenses incurred and losses suffered including consequential loss of profit by DNC Joinery Pty Ltd as a consequence of any delay caused or contributed to by the Customer.

6. WORK ON SITE

a) The Customer will ensure that, at no cost to DNC Joinery Pty Ltd:

i) The site is clear, free of water, clean, safe, has uninterrupted direct access for employees and sub-contractors of DNC Joinery Pty Ltd, its material and plant and equipment and has sufficient space for scaffolding necessary for the performance of the Contract Works, and suitable vehicle off-loading is possible within five metres of the Site;

ii) Ensure adequate facilities and assistance (as are reasonably required by DNC Joinery Pty Ltd) are provided to enable DNC Joinery Pty Ltd to efficiently, comfortably and safely perform the Works;

iii) Prior to the commencement of the Works that all necessary licences, consents and approvals including local council permits and engineering certificates required for the performance of the Works have been obtained; and the structures to which DNC Joinery Pty Ltd is to install the Works comply with DNC Joinery Pty Ltd set out or attached to the Quotation.

b)  DNC Joinery Pty Ltd will not be responsible for the removal of broken or damaged materials or any debris on the Site remaining from the Works.

c) Day Works charges for additional day works will be agreed and signed by both DNC Joinery Team Member or Management and the representative of a customer . Approval is required prior to commencement of all works. All rates will be agreed prior to commencement. Materials will be supplied at a cost plus basis. All day works are supplied at a minimum 4 hour charge per trade . Please note: Dayworks are exclusive of Retention Charges.

7. DEFAULT BY CUSTOMER

a) If the customer in the performance of any provision of the Contract or any other Contract it has with DNC Joinery Pty Ltd or if it commits an Act of Insolvency then DNC Joinery Pty Ltd may, at its option and without prejudice to any other rights it may have under the Contract or at law:

i) Exercise its rights under clause 9 of these Conditions to suspend or cancel any existing credit facilities available to the Customer;

ii) Suspend or cancel the performance of any part or all of the Works then outstanding or outstanding under any other order or terminate the Contract; and

iii) Set off amounts owed to DNC Joinery Pty Ltd by the Customer under the contact or as a result of any losses or damages or under any other account against any monies owing to the Customer by DNC Joinery Pty Ltd.

8. WARRANTY AND LIABILITY

a) Other than the warranty and obligations for DNC Joinery Pty Ltd arising under its standard warranty for the Works all other warranties, liabilities, conditions and obligations are excluded to the extent permitted by law including, without limitation, any loss or liability directly or indirectly caused by or arising from the actually or alleged failure of any equipment, software or other item to satisfactorily recognise any date as its truce calendar date or any period of time as its true period of time.

b) DNC Joinery Pty Ltd will not be liable for any shortage in delivery or product damaged prior to delivery unless DNC Joinery Pty Ltd is notified within two days after the goods are delivered to site.

c) Unless stated to the contrary in the Contract, the Defect Liability Period shall be 12 months from the date of Practical Completion.

9. INSURANCE, RISK AND PROPERTY

a) The Works are not to be insured by DNC Joinery Pty Ltd unless otherwise agreed in writing by DNC Joinery Pty Ltd.

b) The risk of damage or loss or deterioration of any part of or all of the Works will pass to the Customer on the delivery of any goods comprised in the Works to the Site or on the expiry of five days from the date of notification by DNC Joinery Pty Ltd is ready to commence performance of the Works whichever is earliest.

c) Notwithstanding that risk in part of the Works may pass to the Customer, property in and title to any part of the Works and the goods comprised in the Works will not pass to the Customer until all of the Contract Price and all other money payable by the Customer to DNC Joinery Pty Ltd has been paid in full and until then:

i) The Customer will hold goods supplied under the Contact as bailee of DNC Joinery Pty Ltd and a fiduciary relationship will exist between them; and

ii) DNC Joinery Pty Ltd may enter the Customer’s premises without notice and without consent to inspect the goods and at any time take possession of any and all goods that are the property of DNC Joinery Pty Ltd and if necessary dismantle the Works and any existing structure.

10. DISPUTES

a) If a dispute arises out of or relates to the Contract, a party may not commence any Court or arbitration proceedings (except urgent interlocutory relief) under this clause 10 unless it has in good faith attempted to resolve the dispute expeditiously using informal dispute resolution techniques such as mediation, expert evaluation, or determination or similar techniques.

11. WAGES AND CONDITIONS

a) You must comply with the Terms and Conditions of any relevant award or industrial agreement relating to wages and conditions of your workers and shall observe the conditions provided for in any industrial agreement affecting your completion of our Agreement/Contract.

b) You are responsible for ensuring good industrial relations of and by your works and will pay to DNC Joinery Pty Ltd all costs and associated damages to the project and/or any other party affected directly or indirectly due to non-compliance with this condition.

c) Without our prior written approval, you must not negotiate with trade unions or enter into any industrial agreement that may affect the performance or agreed price of our Agreement/Contract.

12. GENERAL

a) DNC Joinery Pty Ltd retains copyright and other intellectual property rights in all material is uses for the performance of the Works.

b) Unless expressly included in the Contract, all descriptive specifications, drawings, dimensions and data appearing in catalogues and other literature supplied by DNC Joinery Pty Ltd are approximates only and do not form part of the Contract.

c) The Customer warrants the accuracy, completeness and reliability of any documents or other information provided by the Customer to DNC Joinery Pty Ltd relating to the Works and warrants it has a right to use any drawings or other materials it has provided to DNC Joinery Pty Ltd for the purpose of the Works.

d) Any provision or clause of these Conditions which is void or unenforceable may be severed without affecting other provisions or clauses within these Conditions.

e) DNC Joinery Pty Ltd may sub-contract its obligations under the Contract. The Customer acknowledges that no sub-contractor has authority to agree to any variation of the Works on behalf of DNC Joinery Pty Ltd.

f) DNC Joinery Pty Ltd reserves the right to change the construction or design of any goods to be supplied under the Contract, if in DNC Project Pty Ltd’s judgement it does not significantly affect the performance characteristics of those goods.

g) The Customer will not transfer or assign this Contract without DNC Joinery Pty Ltd’s written consent.

h) The Customer warrants it complies with all relevant Municipal, State and Commonwealth laws and Australian Standards including but not limited to National Construction Code, Fair Work (Building Industry) Act 2012, Workers Compensation and Injury Management Act 1981, Occupational Safety and Health Act 1984, Occupational Safety and Health Regulations 1996, Environmental Protection Act 1986 and Environmental Protection Regulations 1987.

i) Except as may be otherwise specified by DNC Joinery Pty Ltd, the Contract will be governed by the laws of Australia and the Customer submits to the non-exclusive jurisdiction of its courts.

13. INTERPRETATION

Any reference in these Conditions to a word or expression used in the attached quotation will have the same meaning as in the Quotation. In these Conditions, unless the context requires otherwise:

“Act of Insolvency” means the Customer is made bankrupt or a bankruptcy petition is presented against it or an administrator, liquidator, provisional liquidator or a receiver is appointed in respect of the Customer or an application is made for winding up or a winding up order is made in respect of the Customer. “Contract” means the agreement constituted by the quotation and the Customer’s order; “Contract Price” means the total price specified in the Contract as may be adjusted from time to time in accordance with this Contract including, without limitation, the value of Variations performed by DNC Joinery Pty Ltd; “Variation” means in increase, decrease, omission, substitution or other change to the scope of the Works including without limitation those arising from:

Particular site conditions, including ground conditions, ground levels or site allowances, which prevail at the Site and which were not made know to DNC Joinery Pty Ltd by the Customer at the date DNC Joinery Pty Ltd gave its quotation or the Customer made its order (whichever is earlier). The final dimensions or specifications relating to any part of the Works varying from those specified in DNC Joinery Pty Ltd’s quotation as a consequence of the Customer providing incomplete, inadequate or incorrect specifications or information. Any requirement that DNC Joinery Pty Ltd perform the Works outside normal working hours; and

Any enactment, repeal or amendment of applicable laws and regulations; “Works” means the works to be executed by DNC Joinery Pty Ltd in accordance with the Contract including but not limited to the supply of goods, materials or services including any Variations.