Terms and Conditions of Trade

These Terms and Conditions apply to all goods and services supplied by CAYKED PTY LTD ABN 61 655 261 706 (“Supplier”, “we”, “us” or “our”).

“Customer”, “you” and “your” mean the person or business ordering or purchasing goods or services from us.

By placing an order, accepting a quotation, making payment, accepting delivery, or continuing to trade with us after receiving these Terms, you agree to be bound by them.

1. Orders

1.1 An order submitted by you is an offer to purchase and is not binding on us until we accept it.

1.2 We may decline an order because of product availability, account default, credit-limit issues or other reasonable commercial grounds.

1.3 You are responsible for ensuring that all order specifications, quantities, delivery details and contact information are accurate.

1.4 Any terms contained in your purchase order or other document do not replace or vary these Terms unless we expressly agree in writing.

2. Payment

2.1 Payment in full in cleared funds is required before delivery or collection unless we have approved credit terms for you in writing.

2.2 We are not required to reserve, dispatch, deliver or release goods until cleared payment has been received.

2.3 Where we have approved credit terms, invoices must be paid in full within 14 calendar days from the invoice date unless we agree otherwise in writing.

2.4 Providing credit for a previous order does not mean that credit has been approved for future orders.

2.5 If part of an invoice is genuinely disputed, you must notify us promptly and provide reasonable details. The undisputed portion remains payable by its due date.

3. Credit limits

3.1 We may establish a credit limit for an approved credit customer.

3.2 We may reasonably reduce, suspend or withdraw a credit limit after considering your payment history, financial position, amount outstanding or credit risk.

3.3 We may require payment before further supply if:

• an amount is overdue;

• you exceed your credit limit;

• your financial position materially deteriorates; or

• we reasonably believe payment is at risk.

3.4 Suspension or withdrawal of credit does not affect your obligation to pay existing amounts.

4. Prices and GST

4.1 Unless stated otherwise, prices are exclusive of GST, delivery charges and other disclosed charges.

4.2 GST will be added where applicable.

4.3 The applicable price is the price shown in our accepted quotation, order confirmation or price list applying when we accept the order.

4.4 We may correct an obvious pricing or calculation error before delivery. If the corrected price is higher, you may cancel the affected order without a cancellation fee.

5. Minimum orders and delivery charges

Unless otherwise agreed in writing:

• the minimum metro delivery order is $150 excluding GST;

• the minimum regional delivery order is $300 excluding GST;

• the metro delivery charge is $6.50 excluding GST; and

• the regional delivery charge is $11.50 excluding GST.

We may reasonably update these amounts from time to time. Updated amounts only apply to orders placed after they take effect.

Any additional freight, urgent-delivery, redelivery or special-handling fee will be disclosed before we accept the relevant order.

6. Prepayment discounts

6.1 Unless we expressly agree otherwise in writing, every discount, rebate, promotional allowance, special price or other price reduction offered by us is a prepayment discount.

6.2 A prepayment discount is conditional upon us receiving payment in full in cleared funds before delivery or collection.

6.3 If full payment is not received before delivery or collection, the prepayment discount is automatically withdrawn and the applicable undiscounted price becomes payable.

6.4 If we permit an order to be delivered before payment, this does not preserve the prepayment discount unless we expressly agree otherwise in writing.

6.5 Where we have approved credit terms, no discount applies unless the discount and its conditions are expressly confirmed by us in writing.

6.6 If an approved credit customer receives a conditional discount and an undisputed amount remains overdue for more than seven days, all discounts applied to the overdue invoice and any other invoice then outstanding may be withdrawn.

6.7 If a discount is withdrawn, the difference between the discounted price and the applicable undiscounted price becomes immediately due and payable.

6.8 A withdrawn discount will not be reinstated unless we agree in writing.

6.9 We will not withdraw a discount from an invoice that was previously paid in accordance with the conditions applying to that discount.

7. Overdue accounts

7.1 An undisputed amount is overdue if it has not been paid in cleared funds by its due date.

7.2 Interest accrues on an undisputed overdue amount from the day after its due date until payment in full at the rate of 2% per month, equivalent to 24% per annum, calculated daily on a simple-interest basis and not compounded.

7.3 If an undisputed amount remains overdue for more than seven days, we may charge an overdue-account administration fee of $20 excluding GST for each month, or part of a month, during which the account remains overdue.

7.4 The $20 administration fee is charged once per Customer account per month, not separately for each overdue invoice, and represents our reasonable administrative costs arising from the overdue account.

7.5 You must reimburse us for reasonable and documented costs actually incurred in recovering an overdue amount, including collection-agency commissions, court fees and reasonable legal costs, to the extent permitted by law.

7.6 We will not recover the same cost or loss more than once through interest, administration fees, withdrawn discounts or recovery costs.

8. Default

8.1 You are in default if:

• an undisputed amount is not paid by its due date;

• you materially breach these Terms and do not remedy a remediable breach within seven days after written notice;

• information provided by you was materially false or misleading;

• you exceed an approved credit limit and do not rectify the position after notice; or

• you become insolvent or subject to external administration, subject to applicable insolvency laws.

8.2 Following default, and subject to applicable law, we may:

• suspend or withdraw credit;

• withhold further deliveries;

• decline new orders;

• require cleared payment before further supply;

• withdraw conditional discounts under clause 6;

• require payment of all invoiced amounts then owing;

• cancel unfulfilled orders where reasonably necessary; and

• exercise our lawful debt-recovery, retention-of-title and PPSA rights.

8.3 We are not liable for loss resulting from a suspension properly exercised under this clause.

9. Cancellation and changes

9.1 An accepted order may only be cancelled or changed with our written consent.

9.2 If we approve a cancellation or change, you must pay our reasonable and documented costs already incurred, including specially purchased stock, custom goods, labour, packaging, freight and non-refundable third-party charges.

9.3 Custom, perishable or specially ordered goods cannot be returned for change of mind unless we agree otherwise in writing.

10. Delivery

10.1 Delivery dates are estimates unless we expressly agree otherwise in writing.

10.2 You must provide an accurate delivery address, safe access and any necessary delivery instructions.

10.3 Delivery occurs when the goods are:

• delivered to your nominated address;

• collected by you or your representative; or

• handed to a carrier nominated by you.

10.4 Risk of loss or damage passes to you upon delivery.

10.5 A timestamped photograph, signed delivery docket, carrier scan, GPS record or similar record is evidence of delivery. You may provide credible evidence showing that delivery did not occur or was made incorrectly.

10.6 We may make partial deliveries and invoice each delivery separately.

10.7 You must pay reasonable redelivery or storage costs resulting from incorrect instructions, unsafe access or your failure to accept delivery.

11. Damaged, missing or incorrect goods

11.1 You should inspect the goods as soon as reasonably practicable after delivery.

11.2 Visible damage, shortages or incorrect goods should be reported within two business days after delivery.

11.3 A claim should include:

• the order or invoice number;

• details of the problem;

• the quantity affected; and

• photographs where reasonably available.

11.4 Concealed defects must be reported within a reasonable time after discovery.

11.5 You must retain affected goods and packaging for a reasonable period so that we or the carrier can inspect them.

11.6 Nothing in this clause excludes any right or remedy that cannot lawfully be excluded, including rights under the Australian Consumer Law.

12. Returns

12.1 We are not required to accept a return because you have changed your mind.

12.2 We may approve a change-of-mind return at our discretion.

12.3 Approved goods must be unused, saleable and in their original packaging.

12.4 We may deduct reasonable restocking and transport costs disclosed before approving the return.

12.5 Nothing in this clause limits your rights concerning defective, damaged, incorrectly supplied or misdescribed goods.

13. Ownership of goods

13.1 Ownership of goods supplied before payment remains with us until we receive full payment in cleared funds for those goods.

13.2 Until ownership passes, you must, where reasonably practicable:

• keep the goods identifiable as goods supplied by us;

• store and protect the goods appropriately;

• keep the goods adequately insured;

• not grant an inconsistent security interest over the goods; and

• notify us if the goods are lost, damaged, sold, processed or incorporated into other goods.

13.3 You may resell the goods in the ordinary course of business unless we withdraw that authority following default.

13.4 Any recovery or repossession of goods will only be undertaken in accordance with applicable law.

13.5 We may only enter premises with the occupier’s consent or other lawful authority.

14. Personal Property Securities Act

14.1 These Terms constitute a security agreement for the purposes of the Personal Property Securities Act 2009 (Cth) (“PPSA”).

14.2 You grant us a security interest in goods supplied by us that have not been paid for in full and their identifiable proceeds, to the extent permitted by the PPSA.

14.3 You consent to us registering and maintaining that security interest on the Personal Property Securities Register.

14.4 You must provide information and reasonable assistance required to complete or maintain a valid registration.

14.5 You must promptly notify us of any change to your legal name, ABN, ACN, trustee, business structure or address.

15. Customer responsibilities

You warrant that:

• information provided to us is complete, accurate and not misleading;

• you have authority to enter into these Terms;

• anyone placing an order on your behalf is authorised to do so; and

• you will promptly notify us of material changes to your ownership, legal identity, contact details or financial position.

Where two or more persons comprise the Customer, each person is jointly and severally liable for the Customer’s obligations.

A director or employee is not personally liable merely because they place an order for a company. Any personal guarantee must be separately agreed and signed.

16. Privacy and credit information

16.1 Subject to applicable law, we may collect, use and disclose information reasonably required to:

• verify your identity and business details;

• assess or review commercial credit;

• administer your account;

• obtain trade references; and

• recover overdue amounts.

16.2 We will handle personal information in accordance with applicable privacy laws and our Privacy Policy.

16.3 Any consent required to access an individual’s consumer credit report must be obtained separately from that individual.

17. Australian Consumer Law

17.1 Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy that cannot lawfully be excluded, including under the Australian Consumer Law.

17.2 Where permitted by law and the goods or services are not ordinarily acquired for personal, domestic or household use, our liability for breach of a statutory guarantee is limited, at our option, to:

• replacing or repairing the goods;

• paying the cost of replacement or repair;

• supplying the services again; or

• paying the cost of having the services supplied again.

17.3 Any limitation applies only to the extent permitted by law.

18. Changes to these Terms

18.1 We may reasonably amend these Terms by posting the revised version on our website.

18.2 We will give customers with approved credit accounts at least 30 days’ written notice of a material change.

18.3 Revised Terms apply only to orders placed after they take effect unless you expressly agree otherwise.

19. Electronic communications

19.1 You consent to receiving quotations, invoices, statements, reminders and other trade communications electronically.

19.2 Communications may be sent to the most recent email or postal address supplied by you.

19.3 An email is considered received on the next business day unless the sender receives an automated delivery-failure notification.

20. General provisions

20.1 A failure or delay in enforcing a right is not a waiver of that right.

20.2 If a provision is invalid or unenforceable, it will be read down where possible or severed without affecting the remaining provisions.

20.3 You may not assign your rights or obligations without our written consent, which will not be unreasonably withheld.

20.4 We may assign an account debt or our rights under these Terms after giving notice, subject to applicable law.

20.5 Neither party is liable for delay caused by circumstances beyond its reasonable control. This does not excuse payment for goods or services already supplied.

20.6 These Terms are governed by the laws of Victoria, Australia. The parties submit to the jurisdiction of the courts of Victoria.