1. Definitions and interpretation

Company means Reefwind Pty Ltd ABN 21 069 120 341, trading as Pilbara Powder Coatings and any Related Bodies Corporate.
Conditions mean these Credit Account Terms and Conditions.
Consequential loss means loss of expected savings, loss of use, loss of opportunity, loss of profit, loss of revenue, increased financing costs, loss arising from delay, or any consequential, special or indirect loss or damage, whether or not the possibility or potential extent of the loss or damage was known or foreseeable, and whether arising from a claim under an indemnity, contract, tort (including negligence), statute or otherwise.
Customer means the party making this credit application.
Goods mean any item, goods, product, or thing supplied by the Supplier in their ordinary course of business.
Insolvency Event means, for the Customer, as applicable, being unable to pay a bill on time, being in liquidation or provisional liquidation, bankruptcy or under administration, having a controller (as defined in the Corporations Act 2001) or analogous person appointed to the Customer or any of the Customer's property, being taken under section 459F(1) of the Corporations Act to have failed to comply with a statutory demand, being unable to pay the Customer's debts, dying, ceasing to be of full legal capacity or otherwise becoming incapable of managing the Customer's own affairs for any reason, taking any step that could result in the Company becoming an insolvent under administration (as defined in section 9 of the Corporations Act 2001), entering into a compromise or arrangement with, or assignment for the benefit of, any of the Customer's members or creditors, or any similar event.
Loss means any expense, cost, or damage of any kind and includes consequential loss and a fine or penalty imposed by a statutory or other authority.
Real property means all real property interests held by the Customer now or in the future.
Other property means any other securities, investments, bonds, cash, chattels, goods, monies due and payable, and any other form of property besides Real Property, whether tangible or intangible.
Related Bodies Corporate has the same meaning as in the Corporations Act 2001.
Services mean any service or services provided by the Company and/or Supplier in their ordinary course of business.
Supplier means that in connection with the supply of any Goods or Services, the Company and or Related Bodies Corporate makes the supply to Customer.
Supplier T&C means any terms and conditions of quotation and supply, in any way described, notified by the Supplier to the Customer (whether on an invoice, quote, through the Supplier's website, docket, or otherwise), or supply agreement (however described) in the Supplier's standard form entered into in writing between the Supplier and Customer.
Singular words include the plural and vice versa. A mention of anything after include, includes or including, does not limit what else might be included.

2. Structure of this document

1. The terms and conditions set out in this Section 5 and any other Supplier Ts&Cs that may be entered into are intended to regulate key trading terms, including the extension of credit in connection with the supply of Goods or Services by the Supplier to the Customer.
2. The terms and conditions set out in this Section 5, and any other Supplier Ts&Cs are incorporated by reference as part of the Supplier Ts&Cs and are legally binding between the Supplier and the Customer. To the extent of any inconsistency between the terms and conditions in this Section 5 and any other Supplier Ts&Cs that may appear on the Supplier invoices, quotes, dockets, website, or anywhere else the terms and conditions in Section 5 of this Credit Account Terms & Conditions shall prevail.

3. Customer obligations

1. These Conditions apply if the Supplier accepts any order for Goods or Services or both from the Customer, whether for cash or credit. The Customer has no entitlement to credit unless the Supplier's sole discretion extends credit to the Customer. If the Supplier gives the Customer credit, the Supplier still reserves the right at any time and for any reason in the Supplier's sole discretion to refuse to supply any other Goods or Services to the Customer on credit terms. If the Supplier does decline to give the Customer further credit, then that decision does not affect the credit terms which apply to any amounts the Customer then owes to the Supplier.
2. Where the Customer fails to comply with any of the terms of these Conditions or in respect of any obligation to pay money to Supplier when due, suffers an insolvency event or makes any misrepresentation to the Supplier, they can pay their account on time. In that case, the balance of the Customer's account to the Supplier will become due and payable immediately.
3. The Customer agrees:
   • Payment is to be made in full without any deduction or setoff of the total amount due and payable by the Customer, on delivery of the Goods and Services provided, or, if credit terms are offered, by the 15th or 30th day (28th day for February) of the month of invoice by automatic direct debit.
   • Pay any stamp duty assessed on this document or fee to register or maintain any security interest held by the Supplier regarding Goods or Services supplied to the Customer.
   • Advise the Supplier in writing of any insolvency event, any change in its name, ownership or control, or any steps taken to sell an asset or assets (separately or together having a value being greater than 20% in value of its gross assets) as soon as practicable and not later than within two business days of such event, change or step occurring.
     The Customer acknowledges that the Customer remains liable to pay for all Goods and/or Services supplied by the Supplier despite any such event.

4. Overdue Accounts

1. Any amount not paid by the due date will incur interest at a rate of 5% above the Reserve Bank of Australia Cash Rate calculated daily and compounded monthly, but in no circumstances will the interest charged exceed 20% per annum.
2. The Customer agrees to pay all costs and incurred by the Supplier in connection with the recovery of overdue amounts and enforcing the charge in clause 4(c) expenses including legal costs, commissions paid by the Supplier or its Related Bodies Corporate to any commercial or mercantile agent and dishonor fees
3. SECURITY AND CHARGE: As security for any amounts due to the Supplier from time to time, the Customer charges all of its legal and equitable interest (both present and future) of whatsoever nature held in any and all Real Property and Other Property to the Supplier.
4. Without limiting the generality of the charge in clause 4(c), the Customer agrees, on request by the Supplier, to execute any documents and do all things reasonably required by the Supplier (including if a beneficial owner, as beneficial owner under the Property Law Act 1969 (WA) and Electronic Conveyancing Act 2014 (WA) or of any similar implied term under the applicable governing law) to perfect the charge given in clause 4 (c) including registering mortgage security over any Real Property. The Customer appoints the Supplier to be the Customer's lawful attorney to execute and register such documents and take all such steps. The Customer indemnifies the Supplier on an indemnity basis against all costs and expenses incurred by the Supplier in preparing and registering the mortgage documents.
5. The Customer consents unconditionally to the Supplier lodging a caveat or caveats noting its interest in any Real Property.
6. The Customer consents unconditionally to the Supplier lodging a mortgage, lien, or other registerable interest against any Other Property.
7. The Customer consents to a fixed and floating charge being placed over the Customer's corporate entity.
8. The Customer consents unconditionally to the Supplier to provide payment security in favour of the Supplier over all monies owed by third parties to the Customer. The Supplier may unconditionally claim direct payment from any third party owing monies to the Customer, only to the maximum extent of monies owed by the Customer to the Supplier, including all expenses due under these T&C
9. A statement in writing signed by an authorised officer of the Supplier setting out the money due or owing to the Supplier at the date of the statement shall be sufficient evidence of the amount so due or owing until the contrary is proven.

5. Retention of title

1. The Supplier retains legal and equitable title in any Goods supplied to the Customer until payment in full for or in connection with the supply of the relevant Goods has been received by the Supplier. Until payment in full has been received, the following terms apply.
2. Notwithstanding that title in the Goods remains with the Supplier until payment has been received in full, the Customer may sell such goods or use the Goods in a manufacturing or construction process in the ordinary course of the Customer's business. As between the Customer and the purchaser of any Goods, the Customer sells as principal and not as an Agent of the Supplier. The proceeds of the sale of each item of Goods must be held by the Customer in a separate fund on trust for the Supplier, and the Customer is under a duty to account to the Supplier for such proceeds. The creation of, or failure of, any trust shall not in any way limit the obligation of the Customer to pay all amounts to the Supplier for Goods supplied.
3. Until Goods are sold or used in any process, the Customer must keep the Goods safe and free from deterioration, destruction, loss, or harm, clearly designate the Goods as the property of the Supplier, store them in such a way they are clearly identified as the property of the Supplier and keep complete records, firstly, of the physical location of the Goods and, secondly, the ownership of the Goods by the Supplier.
4. The Supplier is irrevocably entitled at any time, and from time to time before the sale of any item of Goods by the Customer, to inspect or to recover and retake possession of such Goods and otherwise exercise all rights in relation to the Goods whether those rights are as owner and/or unpaid Seller or otherwise and whether those rights are conferred by common law, contract, statute or in any other way. To exercise such entitlement, the Supplier and its agents are irrevocably authorised by the Customer to enter any of the Customer's premises or vehicles or those of any third party. The Customer agrees to obtain the consent of any such third party to such entry by the Supplier and to indemnify the Supplier and its agents for any liability arising from any entry upon such third parties' premises or vehicles. The Supplier and its agents agree to take all reasonable care in removing the Goods from such premises or vehicles but, to the extent this liability may be disclaimed by law, are not liable for any damage or injury to such premises caused by the removal of the Goods.
5. This reservation of title and ownership is effective whether or not the Goods have been altered from their supplied form or commingled with other goods.

6. Security interest PPSA

7. Risk

8. Unclaimed Goods

9. Exclusion of implied terms

10. Limitation of liability

11. Limitation of liability under Competition and Consumer Act 2010 (CCA)

12. GST

13. Privacy disclosure and consent

14. Direct Debit Authority

15. Governing law

Should the Supplier elect to supply Goods and/or Services:

1. I/We guarantee payment to the Supplier of the total price charged by the Supplier for Goods or Services supplied to the Customer from time to time, without any deduction or setoff whatsoever. I/We also guarantee payment of any other monies now or in the future owing by the Customer to the Supplier.
2. I/We indemnify the Supplier against all costs, losses, and expenses that the Supplier incurs due to any default by the Customer. I/We agree to pay any stamp duty assessed on this Guarantee.
3. My/Our guarantee and indemnity under this Guarantee is a continuing guarantee and will not be affected:
   • if the Supplier grants any extension of time or other indulgences to the Customer or varies the terms of the Customer's account (even if this increases my/our liability under this Guarantee)
   • by the release of any of the Guarantors or if this Guarantee is or becomes unenforceable against one or more of the Guarantors.
   • any payment by the Customer being later avoided by law, whether or not I/we have been given notice of these matters.
4. I/We agree that an application for credit made by the Customer is deemed to have been accepted from the date of the first invoice by the Supplier to the Customer and, without further notice to me/us, this Guarantee will extend to all liabilities from the Customer to that Supplier.
5. This Guarantee extends to credit given to the Customer in the future by a company which is not now, but at the time such credit is extended, a Related Bodies Corporate.
6. This Guarantee may be withdrawn by the Guarantor(s) on expiry of 14 days following written notice of withdrawal being delivered to the Supplier's Company Secretary at the Supplier's registered office. This Guarantee will continue in force in respect of all debt incurred up to the date of withdrawal.
7. I/We authorise the Supplier to do each of the things listed in clause 12 of the Credit Account Terms and Conditions about my/our personal credit matters.
   • As security for the obligations and liabilities of the Guarantor(s), I/we charge for the due and punctual payment and performance of those obligations and liabilities, all of my/ our legal and equitable interest (including as beneficial owner, both present and future) of whatsoever nature held in any and all Real Property or Other Property in favour of the Supplier.
   • Without limiting the generality of the charges in Clause 4, I/we agree on a request by the Supplier to execute any documents and do all things reasonably required by the Supplier to register mortgage security over any Real Property and Other Property. If the Guarantor(s) fails to deliver the requested documents, the Guarantor(s) hereby appoints Supplier to be the Guarantor's (s') lawful attorney to execute and register such documents. I/We indemnify the Supplier on an indemnity basis against all costs and expenses incurred by the Supplier, as the case may be in connection with the preparation and registration of such mortgage documents.
   • I/We consent unconditionally to the Supplier lodging a caveat or caveats noting its interest in any Real Property.
   • I/We consents unconditionally to the Supplier lodging a mortgage, lien, or other registerable interest against any Other Property.
   • I/We agree to advise the Supplier in writing of the occurrence of any Insolvency Event, any change in my/our name, ownership or control, or any step being taken to sell an asset or assets (separately or together having a value being greater than 20% in value of my/our gross assets) as soon as practicable and not later than within two business days of such event, change or step occurring.
   • If any payment made by or on behalf of the Customer is alleged to be void or voidable by any liquidator or like an officer of the Customer under any law related to insolvency, I/we indemnify the Supplier against any costs or losses it may incur in connection with such claim. This indemnity shall continue to apply notwithstanding any withdrawal under clause 6.
   • If the charge created by clause 8(a) is or becomes void or unenforceable, it may be severed from this Guarantee without affecting the Supplier's rights against the Guarantor(s).
   • If the Guarantor(s) is a trustee of a trust, the Guarantor(s) enters into this agreement in both the Guarantor's capacity and as trustee of that trust.
   • Any condition or agreement under this Guarantee by or in favour of two or more persons is deemed to bind them jointly and severally or be in favour of each of them severally. If the Guarantor comprises more than one person, the Supplier may at any time, and from time to time, proceed against any or all of them in respect of the Guarantor's obligations as the Supplier may choose in its absolute discretion, and the Supplier is not to be obliged to make any claim against all the persons comprising the Guarantor.
   • Until the whole of the Customer's obligations have been paid or satisfied in full, the Guarantor must not (except with the prior written consent of the Supplier) either directly or indirectly, and either before or after the winding up or bankruptcy of the Customer, or any person, take any steps to recover or enforce a right or claim against the Customer relating to any sum paid by the Guarantor to the Supplier under this Guarantee including without limitation proving or claiming in competition with the Supplier to diminish any distribution, dividend or payment which, but for the proof or claim, the Supplier would be entitled to receive according to the winding up or bankruptcy of the Customer.
   • The definitions in the Credit Account Terms and Conditions shall apply in this Guarantee, except that "Real Property" shall mean all real property owned by the Guarantor(s) now or in the future, solely or jointly. Also, singular words include the plural and vice versa, and references to any party to this Guarantee include that party's executors, administrators, substitutes, successors or permitted assigns.

1. This Limited Warranty is implied and expressed to the extent of the manufacturer of the powder coating product used. These manufacturers are Axalta, Interpon, Dulux and OxyTech or any other manufacturer whose powder coating products Pilbara Powder Coatings may use.
2. Manufacturer Warranties specified in Clause 1 above can be found at the following websites:

   Axlata

   www.axalta.com

   Interpon

   www.specifyinterpon.com.au

   Dulux

   www.duluxpowders.com.au

   OxyTech

   www.oxytech.com.au

3. No warranty is implied or expressed by the Supplier other than that of the Warranties of the manufacturers and their powder coating products, specified in Clause 1 above.
4. Pilbara Powder Coatings denies any expressed or implied liabilities that may arise from a successful Warranty claim. Any successful Warranty claim is strictly limited to the liability of the manufacturer's Warranty.
5. Where a manufacturer accepts a Warranty claim, at its sole discretion and in limited circumstances, the Supplier may agree to recoat the affected Goods at the Supplier's cost.
6. When the Supplier agrees to recoat any affected Goods under a manufacturer's Warranty, the recoating is to be done only at the Supplier's premises.
7. When the Supplier agrees to recoat any affected Goods under a manufacturer's Warranty, in no way whatsoever does this make Supplier liable under the manufacturer's Warranty for any claims that may arise from the Warranty claim.
8. Any Goods the Supplier agrees to recoat are to be recoated at the Supplier's premises only. The Customer must arrange for the Goods to be delivered to, and pick-up from, the Supplier's premises at the Customer's own expense.
9. The recoating of any Goods at the Supplier's discretion is limited to the recoating only at the Suppliers premises and excludes:
   • transport of any Goods to and from the Supplier's premises;
   • uninstallation and/or installation of any Goods;
   • unfixing and/or fixing of any Goods;
   • anything other than the recoating of the Goods at the Supplier's premises.
10. The Supplier may refuse to recoat any Goods where:
    • previously repainted or repaired OEM finishes
    • failure due to pre-existing rust or rust originating from the Customer's Goods;
    • scratches, abrasions, or stone chips
    • damage caused by accidents.
    • damage to the paint film caused by improper care, abrasive detergents or waxes, acid rain, industrial emissions or fallout, or heavy-duty pressure washing.
    • failure resulting from misuse or abuse, including improper storage.
    • failures of systems or components containing products from other manufacturers not specified in Clause 1
    • failure of finishes/systems which have been applied outside manufacturers recommendations
    • failure of Goods that have not been applied fo their specific use
    • there is fair wear and tear, any accident, or act of God.
11. This Warranty sets forth the entire limited Warranty by the Supplier. Except as otherwise expressly set forth herein, the Supplier makes no representations or warranties, either expressed or implied, with respect to any Goods and Services provided by the Customer. Without limitation that the Goods and Services will increase productivity, financial performance, efficiency or profitability, the Customer agrees that any implied warranty of merchantability or fitness for a particular use is expressly denied.
12. In no event shall any Goods representation or Warranties received by the Customer from the Supplier create any more Warranty than that of the manufacturer's Warranty. Where a term in this Limited Warranty conflicts with the manufacturer's Warranty, the manufacturer's Warranty shall prevail with all liabilities and obligations resting with the manufacturer.
13. Notwithstanding any provision of this Warranty or a manufacturer's Warranty or any incentive document to the contrary, in no event shall the Supplier be liable to the Customer for:
    • any punitive, exemplary, or other special damages arising under or relating to any Warranty or the subject matter thereof;
    • any indirect, incidental, or consequential damages (including, without limitation, loss of use, income, profits or anticipated profits, business or business opportunity, savings or business reputation) arising under or relating to any Warranty agreement or any incentive document or the subject matter hereof, regardless of whether such damages are based in contract, breach of warranty, tort, negligence or any other theory, irrespective of whether such party of, knew of, or should have known of the possibility of such damages
    • the remedies set forth herein shall be the sole and exclusive remedy for any breach of a manufacturer's warranty;
    • no event shall aggregate the liability to the Customer for each claim arising from a manufacturer's Warranty or subject thereof, regardless of whether such claims are based in contract, breach of warranty, tort, negligence, or any other theory exceeding that specified in the manufacturer's Warranty;
    • This section shall survive any termination or expiration of a manufacturer's Warranty.
14. This Warranty Agreement shall be governed by, and construed, and enforced according to the laws of the state of Western Australia and the Commonwealth of Australia. Each party consents and submits to the exclusive jurisdiction of and service of process by the Courts of Western Australia.