TERMS AND CONDITIONS OF SALE

1. General

Unless the context otherwise requires:

Account Application Form means an application for credit on the form provided by Die Making Central.

Agreement means these Terms and Conditions of Sale which apply to the supply of Goods and/or Services by Die Making Central to the Purchaser.

Die Making Central means Die Making Central Pty Ltd ACN 144 043 587.

Goods means the goods agreed to be supplied by Die Making Central and purchased by the Purchaser pursuant to this Agreement.

GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Invoice means Die Making Central's invoice to the Purchaser for the Goods and/or Services.

Order means an order by the Purchaser in a form acceptable to Die Making Central to supply the Goods and/or Services.

Purchaser means the party to whom Die Making Central has agreed to supply Goods and/or Services pursuant to this Agreement.

Services means the services agreed to be provided by Die Making Central and purchased by the Purchaser pursuant to this Agreement.

2. Quotations

Any quotations given by Die Making Central to the Purchaser will remain valid for a period of 30 days from the date when the quotation was given or such other period as nominated by Die Making Central in the quotation. Thereafter the quotation will lapse

3. Orders

3.1 In order to purchase the Goods and/or Services, the Purchaser must place with Die Making Central an Order, in the form specified by Die Making Central, setting out a full description of the Goods and/or Services to be purchased, the delivery date, delivery point and any other information required by Die Making Central.

3.2 The Order may be accepted or rejected by Die Making Central at Die Making Central's sole discretion.

3.3 A contract shall be formed by and upon Die Making Central accepting from the Purchaser an Order pursuant to clause 3.1 and each contract shall be governed by this Agreement.

3.4 Any representations, agreements, arrangements or understandings relating to the Goods and/or Services other than those set out in this Agreement shall be void and of no effect.

3.5 Any conditions or terms of purchase submitted by the Purchaser deviating from or inconsistent with this Agreement will not bind Die Making Central, notwithstanding any statement by the Purchaser that its terms and conditions prevail over this Agreement.

4. Stock Availability

4.1 Any Order for goods accepted by Die Making Central will be accepted in good faith but are subject to availability of the Goods.

5. Credit facilities and payment

5.1 Credit facilities are only available to the Purchaser if the Purchaser has completed an Account Application Form and the Account Application Form has been approved by Die Making Central in writing.

5.2 The provision of a credit account to the Purchaser may be withdrawn by Die Making Central at any time.

5.3 Where an Account Application Form:

5.3.1 has not been applied for or approved by Die Making Central, payment for Goods and/or Services must be made prior to, or on the date of delivery of the Goods; or

5.3.2 has been approved by Die Making Central, payment for Goods and/or Services supplied under the credit facilities must be paid to and received by Die Making Central within 30 days of the date on the Invoice.

5.4 If the Purchaser does not pay money by the due date for payment, or a payment made by the Purchaser fails to be honoured, without prejudice to any other rights which it may have against the Purchaser, Die Making Central may require the Purchaser to pay on demand interest at the penalty interest rate as fixed by the Attorney-General under section 2 of the Penalty Interest Rates Act 1983 calculated from the due date on daily balances of amounts unpaid.

5.5 The Purchaser must not set off any money owing or alleged to be owing by Die Making Central against money due by the Purchaser to Die Making Central.

5.6 All prices on Die Making Central's price list are specified to be in Australian dollars and are subject to alteration without notice.

5.7 The total purchase price, unless otherwise stated in the Order, excludes GST, delivery charges and postage, all of which will be paid by the Purchaser. Assembly costs and charges of third parties are included in the purchase price unless stated otherwise.

6. Cancellation or amendment of orders

6.1 The Purchaser may not alter or cancel an Order without Die Making Central's prior written consent.

6.2 If Die Making Central agrees to alter or cancel the Order, the Purchaser will indemnify Die Making Central against any loss, damage and expense incurred by Die Making Central in relation to the alteration or cancellation of that Order, including the cost of return freight, return shipping to factory of origin, items purchased from third parties for inclusion in the Goods and all labour and engineering costs incurred by Die Making Central in the execution or part execution of the Goods and/or Services including compensation payable to any of Die Making Central's suppliers and loss of profit.

7. Return of goods

7.1 The Purchaser is deemed to have accepted the Goods upon delivery.

7.2 The Purchaser may reject any Goods that are wrongly supplied or oversupplied by notifying Die Making Central of the claim and providing full particulars of the claim in writing within 7 days of receipt of those Goods. Die Making Central may dispute any such claim.

7.3 Goods referred to in clause 7.2 may be returned to Die Making Central for credit if all of the following is complied with:

7.3.1 the Goods are returned to Die Making Central's premises by prior arrangement and with Die Making Central's written approval within 7 days of delivery, at no cost to Die Making Central, unless delivered as the result of an administrative error by Die Making Central, in which case Die Making Central will bear the cost of return;

7.3.2 the Goods are accompanied by a dispatch note stating Die Making Central's original invoice number and reason for return; and

7.3.3 the Goods are returned in full and in an unsoiled and undamaged condition in their original packing.

7.4 The Purchaser must not return any Goods to Die Making Central unless it has complied with the two clauses immediately above and has done all things necessary to permit Die Making Central to examine the Goods to Die Making Central's satisfaction within that period.

8. Title and risk

8.1 Title to the Goods shall remain with Die Making Central until all monies owing by the Purchaser to Die Making Central have been paid in full (whether such monies are payable under a specific contract or on any other account).

8.2 The risk in the Goods passes to the Purchaser at the time of Delivery.

9. Limitation of liability for goods

9.1 To the maximum extent permitted by law, all conditions and warranties expressed or implied by statute, common law, equity, trade, custom, usage or otherwise in respect of the Goods and Services are expressly excluded.

10. Miscellaneous

10.1 The fact that Die Making Central fails to do, or delays in doing, something it is entitled to do under this Agreement, does not amount to a waiver of its right to do it. Die Making Central must agree in writing to any waiver.

10.2 Any notice to be given to a party under this Agreement must be in writing and must be sent by post, facsimile or email to the address of that party shown in the quotation, Order or order acknowledgment. Notice is deemed to have been given at the time it would have been received in the normal course of post if sent by post, or if otherwise given at the time it was actually received.