1. Credit, Refund or Replacement Policy

The following outlines the Credit, Refund or Replacement Policy of Williams Group Australia Pty Ltd.

Williams Group Australia Pty Ltd will provide a credit, refund or replacement product in the following circumstances subject to meeting criteria as detailed below:

- A product ordered by the customer is no longer available;

- Williams Group Australia Pty Ltd cancels a product in part or in full;

- The customer cancels an order for a product in part or in full;

- The product does not meet with the customers approval;

- The price charged varies from the advertised price or the amount paid by the customer;

- Williams Group Australia Pty Ltd replaces a prepaid product with a one at a lesser price;

- The person or organisation billed did not originate the charge as a result of fraudulent use of the customers account, credit cards or other such circumstances.

- Special orders of non stock items are in excess of actual requirements & can be resold, to be at the discretion of Williams Group Australia.

This policy is subject to any specific agreement or contract applicable to specific products. Please see below for further information.

Product or Service No Longer Available

In the case that a product be it a stock item or manufactured product has been paid for and Williams Group Australia Pty Ltd is unable to supply that product due to the fact that it is no longer available, the customer is entitled to a full refund.

Customer Cancels an Order of Product or Materials

In the event that a customer cancels a manufactured product order prior to materials being ordered for manufacture, or stock items being dispatched, the customer is entitled to a full refund equal to the amount of the purchase.

In the event that a customer cancels the purchase after materials for manufacture have been ordered or the item has been manufactured a refund is available at the discretion of Williams Group Australia Pty Ltd.

In the event that a customer cancels the purchase after stock items have been dispatched, the customer is entitled to a refund equal to the cost of the item less, at the discretion of Williams Group Australia Pty Ltd, a restocking fee & the charges of the delivery and return of the item. The refund will be made upon the return of the product in an acceptable condition.

The Product Does Not Meet with the Customers Approval

Unless there is a specific agreement or contract in place, Williams Group Australia Pty Ltd Conditions of Sale apply. This is subject to any warranty which may be implied by law, the Companies liability to the customer for any loss, damage or injury howsoever caused by the Company, whether due to negligence or otherwise, in relation to a product shall be limited to providing a replacement of that product".

A refund may only be considered in the case that the customer’s disapproval of the product is attributable in whole to an error on the part of Williams Group Australia Pty Ltd.

Price Reductions

In the event that a product is replaced by one of a lesser price, prior to delivery, the customer shall be entitled to a refund totalling the difference in costs.

Special Orders - Orders of Non Stock Items In Excess of Requirements

In the event a customer requests return of non stock product specifically ordered for them, the following needs to be taken into account prior to raising any credit or refund.

- Supplier is prepared to accept return of product - credit or refund will be approved less costs to return product & any supplier fees attached to return.

- Returns or credits are at the discretion of Williams Group Australia.

Proof of Purchase

A Customer is required to provide proof of purchase for all products and/or services for which a refund it sought. Proof of purchase includes the order number for the purchase and may also include

- Williams Group Australia Pty Ltd customer docket/invoice.

- Cheque details;

- Or credit card details;

- Or the purchase order number.

Form of Refunds

A refund if provided will be in a form agreeable to Williams Group Australia Pty Ltd.

Cash Refund Policy

Williams Group Australia Pty Ltd will accept product returns and provide you with a refund where:

- The product is faulty or is not of merchantable quality, or

- The product is not fit for its intended purpose, or

- The product does not match the sample or our description; and

You can present your Williams Group Australia Pty Ltd register receipt or other adequate proof of purchase.

If you cannot present your register receipt or other acceptable proof of purchase Williams Group Australia reserves the right not to offer a refund or exchange.

Please note:

- Your original Williams Group Australia register receipt is the best form of proof of purchase

- Refunds will be issued using your original payment method

- Refunds will not be provided for the purchase of gift cards. Gift cards are not redeemable for cash

- Please return any accessories and manuals supplied with product.

On receipt of any cash refund customers will be required to sign refund documentation to be retained by Williams Group Australia Pty Ltd as proof of receipt of refund for specified goods.

1. Quotation Terms

1.1. The Supplier’s quotation is specified and limited to the quantities of the timber and fittings, etc as listed in the Supplier's quotation. It is the responsibility of the customer to check and approve the quantities contained in the quotation prior to acceptance of the same. The Supplier will not be responsible for any errors or omissions contained in the Supplier’s quotation as compared to any plans and/or specifications delivered to the Supplier by the customer.

1.2. The prices stated in the Supplier’s quotation will remain firm for the period of fourteen (14) days from the date of the quotation and will subsequently be liable to “rise and fall” according to the market conditions.

1.3. The prices given in the supplier’s quotation are based on the sizes and dimensions set out in the customers plans and or bills of quantities as furnished to the supplier by the customer.

1.4. The Supplier will not be held responsible for any conflict between specifications in documents delivered by the customer.

1.5. Where the documents furnished by the customer do not show relevant sizes and/or dimensions for components then the supplier quotation will be based on the minimum standard code provisions applicable.

1.6. The supplier will not be responsible for risk to materials in transit for delivery to the Customer. The Suppliers liability for the materials shall cease at the point of loading prior to delivery to the customer.

1.7. Customer accepts the risk that materials supplied may be lyctus susceptible.

1.8. As per Australian Standard: 1684. Design of Roof Truss Overhang assumes the use of Structural Fascia.

2. Payment

2.1. Account Customers - as per usual terms and conditions applying to established account customers.

2.2. Non-Account Customers:

- 2.2.1. Payment in full for all manufactured products (prior to manufacture) and non-stock items, ie Roof Trusses, Pre-Nailed Timber Frames, Floor Trusses, Laminated beams, LVL’s etc...

- 2.2.2. A 50% deposit on all other products with the balance of 50% paid with ‘clear funds’ prior to delivery.

- 2.2.3. Goods will not leave our site without payment of clear funds having been received.

- 2.2.4. Payment options for Non-Account Customers.

-- 2.2.4.1. Cash (unlimited $)

-- 2.2.4.2. Bank Cheque (unlimited $) (to your bank’s limit)

-- 2.2.4.3. EFTPOS (unlimited $) (to your bank’s limit)

-- 2.2.4.4. Bank Transfer into the following bank account:

-- 2.2.4.5. BSB# 082 738 Acct# 397390878 (Please use Customer name or number as reference)

-- 2.2.4.6. Personal/Company cheque’s (5-7 working days to clear)

3. Manufactured Products & Non-Stock Items

3.1. All fabricated products must be handled and installed as per manufacturer's guidelines, as well as adhering to Workplace Health and Safety regulations.

3.2. No alterations may be made to manufactured products without prior approval of the fabricator.

3.3. All Manufactured Products & Non Stock Items are non returnable.

1. In these terms and conditions:‘Confidential Information’ means information that (i) is by its nature confidential; (ii) is designated by the Supplier to be confidential; or (iii) the Customer knows or ought to know is confidential, relating to the Goods or the Supplier’s business which is not in the public domain, including trade secrets, know-how, scientific, technical, product, market or pricing information.

Williams Group may update this Privacy Policy from time to time. The most current version will be located on the Williams Group Australia Pty Ltd websites, and is also available by contacting our Privacy Officer by email or at the address detailed below.

By using any of the Williams Group Australia Pty Ltd websites, or by providing any personal information to Williams Group Australia Pty Ltd, you consent to the collection, use and disclosure of your personal information as set out in this Privacy Policy.

‘Contract’ means a contract between the Supplier and the Customer for the supply of Goods and/or Services.

‘Customer’ means the person, firm, organisation, partnership, corporation, trustee of a trust or other entity (including its successors and permitted assigns) to whom Goods and/or Services are provided by the Supplier.

‘Customer Material’ means any and all information, specifications, data, and documents provided by the Customer to the Supplier (whether in hard copy or in an electronic format) in the course of the Supplier supplying the Goods and/or Services.

‘Goods’ means all goods supplied by the Supplier to the Customer (and where the context so permits shall include any supply of Services as hereinafter defined) and as are described on the invoices, quotation, work authorisation or any other forms as provided by the Supplier to the Customer.

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

‘Order’ means a written order from the Customer requesting the supply of Goods and/or Services.

‘PPSA’ means the Personal Property Securities Act 2009 (Cth).

‘PPSR’ means the Personal Property Securities Register.

‘Price’ means the Price payable for the Goods and/or the Services as determined in accordance with clause 2.

‘Services’ means all services supplied by the Supplier to the Customer (and where the context so permits shall include any supply of Goods as described above).

‘Supplier’ means Williams Group Australia Pty Ltd ACN 128 744 990 and its Related Bodies Corporate (as that term is defined in the Corporations Act 2001).

‘Supplier IP’ means all Intellectual Property Rights in and in relation to:

(a) confidential Information;

(b) all documents, reports, computer programs, software, manuals, patents and patentable inventions relating to the Goods;

(c) works.

‘Works’ means all literary, artistic and other works, including all physical works, production materials and subject matter created solely or jointly with others, by the Supplier in the course of or in relation to this agreement in which Intellectual Property Rights may subsist and all drafts, variations, alterations and adaptations of such works or subject matter (whether currently existing or created in the future).

Price and Payment Terms

2. At the Supplier’s sole discretion, the Price shall be either:

(a) as indicated on the Supplier’s then current price list (as amended from time to time);

(b) as indicated on invoices provided by the Supplier to the Customer in respect of Goods and/or Services; or

(c) the Supplier’s quoted Price (subject to clauses 9 and 13 to 15) which shall be binding on the Supplier provided the Customer accepts the quotation in writing within the period specified in clause 9.

3. The terms of payment are strictly thirty (30) days from the date of invoice (or such other period as nominated by the Supplier from time to time in writing). The Supplier may, at any time, vary the terms of payment in accordance with these terms and conditions.

4. Notwithstanding clause 3, the Supplier reserves the right to issue an invoice at any point in time, notwithstanding whether an Order has been completed or not.

5. The Customer must check all invoices and advise the Supplier of any errors or omissions within seven (7) days of receipt. Failing advice from the Customer that the invoice contains any errors or omissions, the invoice may be deemed accepted by the Supplier.

6. Should the Customer not pay for the Goods and/or Services supplied by the Supplier in accordance with the terms and conditions provided herein, or as agreed in writing by the Supplier and Customer from time to time,after issuing a written demand to the Customer demanding payment within fourteen (14) days, the Supplier will be entitled to charge an administration fee of ten (10) percent of the amount outstanding in respect of the Goods and/or Services.

7. The Customer acknowledges that the Supplier shall be at liberty to charge a surcharge for credit card transactions equal to the Supplier’s average cost of acceptance.

Purpose of Credit

8. The Customer acknowledges and agrees that any credit to be provided to the Customer by the Supplier is to be applied wholly or predominantly for business purposes.

Formation of Contract

9. Quotations are exclusive of GST and shall remain valid for a period of thirty (30) days from the date of quotation, unless otherwise specified in writing.The Supplier, in its sole discretion, reserves the right to withdraw, vary or extend any quotation at any time prior to the formation of a Contract in accordance with clause 10.

10. Quotations made by the Supplier are estimates only and will not be construed as an offer or obligation to supply in accordance with the quotation.The Supplier reserves the right to accept or reject, at its discretion,any Order. Only written acceptance by the Supplier of an Offer will complete a Contract.

11. Placement of an Order, either verbally or in writing, will constitute acceptance of these terms and conditions.

12. At the Supplier’s sole discretion, a deposit may be required. The deposit amount or percentage of the price due will be stipulated at the time of the order of the Goods and/or Services and shall immediately become due and payable upon the formation of a Contract in accordance with clause 10. For the purposes of clarity, where a deposit is requested, the Supplier is under no obligation to supply Goods and/or Services until the deposit has been received by the Supplier in cleared funds.

Variations

13. Where the Customer requests or directs that any Goods and/or Services be supplied that are not strictly in accordance with the quotation or Order, then such Goods and/or Services shall constitute a variation, unless otherwise agreed between the parties.

14. The Customer understands and agrees that:

(a) all variations must be agreed between the parties in writing prior to the Goods and/or Services being supplied; and

(b) all variations shall be, at the Supplier’s discretion, invoiced at the rate(s) specified in the quotation, as specifically quoted, or in accordance with the Supplier’s current prevailing rates (as amended from time to time).

15. Notwithstanding clauses 13 and 14, and subject to any rights the Customer might have under any relevant legislation, the Supplier reserves the right to vary the quoted price if:

(a) there is any movement in the cost of supplying the Goods and/or Services specified in the Order (including, without limitation, any actual increase in the costs to the Supplier in manufacturing, procuring or transporting the Goods, and/or actual increases in labour in connection with the supply of the Goods and/or Services);

(b) the Goods and/or Services specified in the Order are varied from the Goods and/or Services specified in the Supplier’s quotation; or

(c) otherwise as provided for in these terms and conditions.

Cancellation of Orders

16. Unless otherwise agreed in writing between the parties, the Customer may not cancel an Order (or any part of an Order), delivery of the Goods cannot be deferred and Goods ordered cannot be returned except with the prior written consent of the Supplier and then (subject to clause 29(b)) only upon terms that the Customer reimburse and indemnify the Supplier against all losses it has incurred or may incur as a result of the cancellation, deferral or return, including, without limitation, cartage, bank charges, other incidental expenses incurred on any part of the Order and loss of profits.

17. Notwithstanding any other rights the Supplier may have under this agreement, the Supplier may, in its sole discretion, cancel any Order or delivery of any Order, by providing written notice to the Customer if the Customer:

18. Notwithstanding clauses 13 and 14, and subject to any rights the Customer might have under any relevant legislation, the Supplier reserves the right to vary the quoted price if:

(a) defaults in payment of any invoice by the due date;

(b) enters into liquidation or, where the Customer is an individual, becomes bankrupt; or

(c) breaches an essential term of this agreement.

19. To the fullest extent permitted by law, the Supplier accepts no liability for any loss whatsoever incurred by the Customer or any third party as a result of the Supplier exercising its rights under clause 17.

Delivery

19. The Customer shall be liable for all costs associated with delivery, including freight, insurance, handling and other charges, unless otherwise agreed in writing.

20. The Customer acknowledges and accepts that any period or date for delivery stated by the Supplier is intended as an estimate only and is not a contractual commitment. The Supplier will not in any circumstances be liable for any loss or damage suffered by the Customer or any third party for failure to meet any estimated delivery.

21. Delivery will be made within normal business hours between Monday to Friday, 8.00am to 5.00pm only (unless otherwise agreed to in writing).

22. Delivery is deemed to occur at the earlier of:(a) the collection of Goods from the Supplier by the Customer or any third party on behalf of the Customer;(b) the time of loading of Goods at the Supplier’s premises for the purpose of delivery to the Customer;(c) the Customer’s nominated carrier takes possession of the Goods in which event the carrier shall be deemed to be the Customer’s agent.

23. The Supplier is entitled to charge a reasonable fee for storage and/or redelivery charges in the event the Customer does not, or is unable to, accept delivery of the Goods.

24. The Customer accepts that the Supplier may deliver Goods by instalments and require payment for each separate instalment in accordance with these terms and conditions.

25. The Customer acknowledges and accepts that it is not relieved from any obligation arising under these terms and conditions by reason of any delay in delivery.

26. The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.

Returns

27. The Customer must inspect the Goods immediately upon delivery and must within seven (7) days after the date of inspection give written notice to the Supplier with particulars, of any claim that the Goods are not in accordance with this agreement. Further, the Customer must, upon request from the Supplier, allow the Supplier to enter upon any premises occupied by the Customer to inspect the Goods that are subject of the claim. If the Customer fails to give notice or refuses to allow the Supplier to inspect the Goods, then to the extent permitted by law, the Goods must be treated as having been accepted by the Customer (and the Customer shall have no claim against the Supplier for damage or non-conformity of the Goods with these terms and conditions or any agreement between them) and the Customer must pay for the Goods in accordance with these terms and conditions.

28. The Customer cannot return Goods to the Supplier without the written agreement of the Supplier.

29. After inspection has taken place as provided for by clause 27 (but subject to clause 28):

(a) if the Supplier reasonably determines that:

(i) the Goods are not damaged; or

(ii) the Goods are otherwise in conformity with these terms and conditions, the Customer is deemed to have accepted the Goods and the Supplier is entitled to the Price.

(b) if the Supplier reasonably determines that:

(i) the Goods are damaged; and

(ii) the Goods were not damaged by the Customer and the Customer did not fail to take reasonable steps to prevent the Goods from becoming damaged; or

(iii) the Goods are otherwise not in conformity with these terms and conditions, the Customer is entitled to any one or more, at the option of the Supplier:

(i) the replacement of the Goods or the supply of equivalent Goods;

(ii) the repair of the Goods;

(iii) the payment of the cost of replacing the Goods or acquiring equivalent Goods;(iv) the payment of the cost of having the Goods repaired.

30. Where Goods are the subject of a notice under clause 27:

(a) the Customer must leave the Goods in the state and condition in which they were delivered until such time as the Supplier or its duly authorised agent has inspected the Goods; and

(b) such inspection must be carried out within a reasonable time after notification by the Customer.

31. The Customer acknowledges and agrees that any return, other than a return due to a default by the Supplier under this agreement or as otherwise permitted by law, will incur a handling and administration charge of twenty (20) percent of the purchase price of the returned Goods.

32. Unless otherwise agreed in writing between the parties, the Customer must pay all costs associated with the return of any Goods (either to the Supplier or from the Supplier to the Customer or any third party) including freight, insurance, handling and other charges. Goods to be returned to the Supplier must be packed and wrapped appropriately and must include all original packaging and documentation. The Supplier accepts no liability for any damage that occurs to any Goods in return transit.

Non-Stock Items

33. The Customer acknowledges that Orders for non-stock, custom-made, and special goods (Non-Stock Items) may have to be purchased in minimum quantities and that the Customer will be notified if this applies in respect of the Customer’s Order.

34. Notwithstanding anything herein to the contrary, and subject to any rights the Customer might have under the Competition and Consumer Act 2010 or any relevant State or Federal Legislation, the Customer acknowledges and agrees that Non-Stock Items are non-refundable and cannot be returned to the Supplier, unless otherwise agreed in writing by the Supplier.

Risk

35. Risk of damage to or loss of the Goods passes to the Customer on delivery and the Customer must insure the Goods on or before delivery against all losses which may be sustained as a result of the loss, damage or destruction of the Goods or any part thereof by accident, theft, fire, flood, negligence and such other insurable causes as may be available and shall include the Supplier as co-insured.

36. If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, the Supplier is entitled to receive all insurance proceeds payable for the Goods to the extent of the indebtedness of the Customer to the Supplier. The production of these terms and conditions by the Supplier is sufficient evidence of the Supplier’s rights to receive the insurance proceeds without the need for any person dealing with the Supplier to make further enquires.

37. If the Customer requests that Goods are delivered either to an unattended location, left outside, or are left outside the Supplier’s premises for collection, the Customer acknowledges that the Supplier will deliver the Goods as requested at the Customer’s sole risk.

38. The Customer acknowledges and understands that timber is a natural wood product and as such may exhibit variations in the texture, shade, colour, surface, finish, markings, veining, and contains natural fissures,occlusions, and indentations. Whilst the Supplier will take reasonable steps to match sales samples to the goods supplied, the Supplier, to the permitted by law, accepts no liability whatsoever where such samples differ to the goods supplied.

39. The Customer further acknowledges and understands that timber is a hydroscopic material subject to expansion and contraction, and as such, the Supplier, to the fullest extent permitted by law, accepts no liability whatsoever for damage, deterioration, or loss to timber caused as a result of natural expansion and contraction and/or exposure to the elements.

Retention of Title

40. Until such time as the Customer has made payment in full for the Goods and until such time as the Customer has made payment in full of all other money owing by the Customer to the Supplier (whether in respect of money payable under a specific Contract or on any other account whatsoever):

(a) title in the Goods does not pass to the Customer;

(b) the Customer agrees that property and title in the Goods will not pass to the Customer and the Supplier retains the legal and equitable title in those Goods supplied and not yet sold;

(c) the Customer will hold the Goods in a fiduciary capacity for the Supplier and agrees to store the Goods in such a manner that they can be identified as the property of the Supplier, and will not mix the Goods with other similar goods; and

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(d) the Customer will be entitled to sell the Goods in the ordinary course of its business but will sell as agent and bailee for the Supplier and the proceeds of sale of the Goods will be held by the Customer on trust for the Supplier absolutely.

41. The Customer’s liability to the Supplier under these terms and conditions will not be discharged by the operation of clause 40(d) (but its levels of indebtedness will be reduced by the extent of the funds so remitted to the Supplier).

42. The Customer agrees that whilst property and title in the Goods remains with the Supplier, the Supplier has the right, with prior notice to the Customer, to enter upon any premises occupied by the Customer (or any receiver, receiver and manager, administrator, liquidator or trustee in bankruptcy of the Customer) to inspect the Goods of the Supplier and, when payment is overdue, to immediately enter the premises (as the Customer’s invitee) to repossess the Goods which may be in the Customer’s possession, custody or control when payment is overdue.

43. The Customer will be responsible for the Supplier’s reasonable costs and expenses in exercising its rights under clause 42 where the Customer is otherwise in default of the terms of this agreement. Where the Supplier exercises any power to enter the premises, that entry will not give rise to any action of trespass or similar action on the part of the Customer against the Supplier, its employees, servants or agents.

44. The Customer agrees that where the Goods have been retaken into the possession of the Supplier, the Supplier has the absolute right to sell or deal with the Goods, and if necessary, sell the Goods with the trademark or name of the Customer on those Goods, and the Customer hereby grants an irrevocable licence to the Supplier to do all things necessary to sell the Goods bearing the name or trademark of the Customer. 45. For the avoidance of doubt, the Supplier’s interest constitutes a ‘purchase money security interest’ pursuant to the PPSA.

45. For the avoidance of doubt, the Supplier’s interest constitutes a ‘purchase money security interest’ pursuant to the PPSA.

Personal Property Securities Act

46. The Customer acknowledges that by assenting to these terms and conditions, the Customer grants a security interest to the Supplier in all Goods (and their proceeds) now or in the future supplied by the Supplier to the Customer (or to its account).

47. The Customer undertakes to do anything that is required by the Supplier:

(a) so that the Supplier can acquire and maintain one or more perfected security interests under the PPSA in respect of the Goods and their proceeds;

(b) to register a financing statement or financing change statement; and PPSA.

48. Unless the Customer has obtained the Supplier’s prior written consent, the Customer undertakes not to:

(a) register a financing change statement in respect of a security interest contemplated or constituted by these terms and conditions; and

(b) create or purport to create any security interest in the Goods, nor register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in favour of a third party.

49. The Customer:

(a) waives its right under section 157 of the PPSA to receive a copy of the verification statement relating to a security interest created under these terms and conditions;

(b) agrees that to the extent permitted by the PPSA, the following provisions of the PPSA will not apply and are contracted out of: section 95 (to the extent that it requires the secured party to give notices to the grantor);section 96; section 118 (to the extent that it allows a secured party to give notices to the grantor); section 121(4); section 125; section 130; section 132(3)(d); section 132(4); section 135; section 142 and section 143; and

(c) agrees that the following provisions of the PPSA will not apply and the Customer will have no rights under them: section 127; section 129(2) and (3); section 130(1); section 132; section 134(2); section 135; section 136(3), (4) and (5) and section 137.

50. The Customer agrees that it will, if requested by the Supplier, sign any documents, provide any information or do anything else the Supplier requests, to ensure that any security interest created in the Supplier’s favour by these terms and conditions is, to the fullest extent possible under the PPSA, perfected in accordance with Part 2.2 of the PPSA.

51. Notwithstanding section 275 of the PPSA, the parties agree to keep confidential all information of the kind referred to in section 275 of the PPSA, unless compelled by law to disclose such information.

52. The Customer irrevocably grants to the Supplier the right to enter upon the Customer’s property or premises, with notice, and without being in any way liable to the Customer or to any third party, if the Supplier has cause to exercise any of its rights under sections 123 and/or 128 of the PPSA, and the Customer shall reasonably indemnify the Supplier from any claims made by any third party as a result of such exercise.

53. The Customer will be responsible for the Supplier’s reasonable costs and expenses in exercising its rights under clause 52 where the Customer is otherwise in default of these terms and conditions. Where the Supplier exercises any power to enter the premises, that entry will not give rise to any action of trespass or similar action on the part of the Customer against the Supplier, its employees, servants or agents.

54. The Customer agrees to accept service of any document required to be served, including any notice under this agreement or the PPSA or any originating process, by prepaid post at any address nominated in this application or any other address later notified to the Supplier by the Customer or the Customer’s authorised representative.

55. The Customer further agrees that where the Supplier has rights in addition to those under part 4 of the PPSA, those rights will continue to apply.

Security/Charges

56. The Customer charges in favour of the Supplier all of its estate and interest in any real property, whether held in its own right or as capacity as trustee, the Customer owns at present and in the future with payment of all monies which are now or in the future become owing to the Supplier whether ursuant to these terms and conditions or otherwise until all such monies are paid in full by the Customer.

57. The Customer charges in favour of the Supplier all of its estate and interest in any personal property, whether held in its own right or as capacity as trustee, the Customer owns at present and in the future with payment of all monies which are now or in the future become owing to the Supplier whether pursuant to these terms and conditions or otherwise until all such monies are paid in full by the Customer.

58. As security for the payment of the amount of its indebtedness to the Supplier from time to time, the Customer irrevocably appoints as its duly constituted attorney the Supplier's company secretary from time to time to execute in the Customer's name and as the Customer's act and deed any real property mortgage, bill of sale or consent to any caveat the Supplier may choose to lodge against real property that the Customer may own in any Land Titles Office in any state or territory of Australia, even though the Customer may not have defaulted in carrying out its obligations hereunder upon written notice and demand to the Customer (in the event that there is no default by the Customer in carrying out its obligations hereunder).

59. Where the Customer has previously entered into an agreement with the Supplier by which the Customer has granted a charge, mortgage or other security interest (including a security interest as defined in the PPSA)over or in respect of real or personal property, those charges, mortgages or other security interests and the terms which directly or indirectly create rights, powers or obligations in respect thereto will continue and co-exist with the obligations and security interests created in this agreement and will secure all indebtedness and obligations of the Customer under this agreement. The Supplier may, at its election and upon the provision of written notice, vary the terms of such previous charges, mortgages or other securities to reflect the terms herein.

Cancellation of Terms of Credit

60. The Supplier reserves the right to withdraw credit at any time upon provision of 48 hours’ written notice.

61. Notwithstanding clause 60, if the Customer defaults in the payment of any amount due to the Supplier pursuant to this agreement and does not cure such default within seven (7) days after being given notice of such default, the Supplier may terminate this agreement (to be effective immediately) upon notice to the Customer.

62. Upon the withdrawal of credit in accordance with clause 60, or upon termination of this agreement in accordance with clause 61, all liabilities incurred by the Customer become immediately due and payable to the Supplier.

63. For the avoidance of doubt, termination of this agreement will not affect:

(a) the right of any party to whom money is owed hereunder at the time of termination to receive that money according to the provisions hereof; and

(b) the rights and/or obligations pursuant to this agreement which by their nature are intended to survive termination of this agreement.

Provision of Further Information

64. The Customer undertakes to comply with any reasonable written requests by the Supplier to provide further information for the purpose of assessing the Customer’s creditworthiness, including an updated credit application.

65. If the Customer is a corporation (with the exception of a public listed company), it must advise the Supplier of any alteration to its corporate structure (for example, by changing directors, shareholders, or its constitution). In the case of a change of directors or shareholders the Supplier may ask for its directors to sign a guarantee and indemnity.

Corporations

66. If the Customer is a corporation, the Customer warrants that all of its directors have signed this agreement and acknowledges that all of its directors may be required to enter into a guarantee and indemnity with the Supplier in relation to the Customer's obligations to the Supplier.

Trustee Capacity

67. If the Customer is the trustee of a trust (whether disclosed to the Supplier or not), the Customer warrants to the Supplier that:

(a) the Customer enters into this agreement in both its capacity as trustee and in its personal capacity

(b) the Customer has the right to be reasonably indemnified out of trust assets;

(c) the Customer has the power under the trust deed to sign this agreement; and

(d) the Customer will not retire as trustee of the trust or appoint any new or additional trustee without advising the Supplier and having the new or additional trustee sign an agreement on substantially the same terms as this agreement.

68. The Customer must give the Supplier a copy of the trust deed upon request.

Partnership

69. If the Customer enters into this agreement in its capacity as a partnership, the Customer warrants that all of the partners have signed this agreement and that all of the partners may be required to enter into a guarantee and indemnity with the Supplier in relation to the Customer's obligations to the Supplier.

70. If the Customer is a partnership, it must not alter its partnership (for example, adding or removing partners or altering its partnership agreement) without advising the Supplier. In the case of a change of partners, the Supplier may ask for new guarantors to sign a guarantee and indemnity.Insolvency

71. If the Customer becomes insolvent, to the extent permitted by law, the Customer remains liable under this agreement for payment of all liabilities incurred hereunder. The Customer remains liable under this agreement even if the Supplier receives a dividend or payment as a result of the Customer being insolvent.

Indemnity

72. The Customer agrees to indemnify the Supplier in respect of all liability, claims, damage, loss, costs and expenses (including collection costs, debt recovery fees, and legal costs on an indemnity basis) that the Supplier may suffer or incur at any time, directly or indirectly, as a result of:

(a) damage to property or death of, or injury to, any person caused directly or indirectly by the Goods;

(b) any claim against the Supplier in relation to any incident concerning the Goods or their use, operation, or storage; or

(c) any default by the Customer in the performance or observance of the Customer’s obligations under these terms and conditions.

73. The Customer’s liability to indemnify the Supplier will be reduced proportionally to the extent only that:

(a) any negligent act or omission by the Supplier or a breach of the Supplier’s obligations under these terms and conditions has contributed to the liability, claim, damage, loss, cost or expense which is the subject of the indemnity; or

(b) these terms and conditions make the Supplier specifically liable for any cost or expense or rectifying or repairing any defect in, malfunction of or damage to the Goods.

74. The Customer’s liability to indemnify the Supplier is a continuing obligation separate and independent from the Customer’s other obligations and survives termination of this agreement or any Order.

75. It is not necessary for the Supplier to incur any expense or make any payment before enforcing its rights of indemnity conferred by these terms and conditions.

Costs

76. The Customer must pay for its own legal, accounting and business costs and all costs incurred by the Supplier relating to any default by the Customer under this agreement. The Customer must also pay for all stamp duty and other taxes payable on this agreement (if any).

77. The Customer will pay the Supplier’s costs and disbursements incurred in pursuing any recovery action, or any other claim or remedy, against the Customer, including collection costs, debt recovery fees and legal costs on an indemnity basis.

78. Subject to clauses 79 and 80, payments by, or on behalf of, the Customer will be applied by the Supplier as follows.

(a) Firstly, in payment of any and all collection costs and legal costs in accordance with clauses 43, 53, 72, and 77.

(b) Secondly, in payment of any interest incurred in accordance with clause 83.

(c) Thirdly, in payment of the outstanding invoice(s), or part thereof in an order determined by the Supplier in its absolute discretion.

79. To the extent that payments have been allocated to invoices by the Supplier in its business records, the Supplier may, at its sole and unfettered discretion, allocate and/or retrospectively reallocate payments in any manner whatsoever at the Supplier’s absolute discretion, including in a manner inconsistent with clause 78 herein.

80. Payments allocated (and/or reallocated) under clause 78 and/or 79 will be treated as though they were allocated (and/or reallocated) in the manner determined by the Supplier on the date of receipt of payment.

Taxes and Duty

81. The Customer must pay GST on any taxable supply made by the Supplier to the Customer under this agreement. The payment of GST is in addition to any other consideration payable by the Customer for a taxable supply.

82. If as a result of:

(a) any legislation becoming applicable to the subject matter of this agreement; or

(b) any changes in legislation or its interpretation by a court of competent jurisdiction or by any authority charged with its administration; the Supplier becomes liable to pay any tax, duty, excise or levy in respect of the amounts received from the Customer, then the Customer must pay the Supplier these additional amounts on 48 hours’ written demand.

Interest Rates

83. The interest rate on any outstanding debts is a fixed rate of ten (10) percent per annum, which interest will accrue and be recoverable each day or part thereof that the debt remains outstanding.Subcontracting and assignment

84. The Supplier may engage a subcontractor without the approval of the Customer to perform all or any of its obligations under these terms and conditions.

85. Neither party shall assign its benefits or obligation under these terms and conditions without the written consent of the other (which consent shall not be unreasonably withheld).

Accuracy of Customer Material

86. The Customer warrants that any and all Customer Material provided to the Supplier is accurate and correct. The Supplier, to the extent permitted by law, accepts no liability for any loss, damage, costs or expense (including, for the avoidance of doubt, rectification costs) incurred by the Customer or by any third party as a result of the Customer Material being inaccurate or incorrect.

Intellectual Property

87. The Customer acknowledges that:

(a) the Supplier IP in existence at the date of this agreement is and will at all times remain the property of the Supplier;

(b) the Supplier IP created or developed following the date of this agreement vests in the Supplier as soon as those Intellectual Property Rights are created or developed and will at all times remain the property of the Supplier; and

(c) it has no rights under this agreement or otherwise to use Supplier IP except as set out in this agreement.Version 2020Page 4 of 6

Waiver

88. A waiver of any provision or breach of this agreement by the Supplier shall only be effective if made by an authorised officer of the Supplier in writing. A waiver of any provision or breach of this agreement by the Customer shall only be effective if made by the Customer's authorised officer in writing. If the Supplier or the Customer elect not to enforce its rights arising as a result of a breach of these terms and conditions, that will not constitute a waiver of any rights relating to any subsequent or other breach.

Set-off

89. All payments required to be made by the Customer under this agreement will be made free of any set-off, or counterclaim and without deduction or withholding, unless agreed to otherwise by the Supplier and the Customer in writing or as required by law.

90. Any amount due to the Supplier from time to time may be deducted from any monies which may be or may become payable to the Customer by the Supplier.

Limitation of Liability

91. In relation to the supply of Goods, to the fullest extent permitted by law, the Supplier’s liability to the Customer for any loss, damage or injury, whether under contract, in tort, pursuant to statute or otherwise, is limited to:

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

(b) the repair of the Goods;

(c) the payment of the cost of replacing the Goods or acquiring equivalent Goods;(d) the payment of the cost of having the Goods repaired.

92. In relation to the supply of Services, to the fullest extent permitted by law, the Supplier’s liability to the Customer for any loss, damage or injury, whether under contract, in tort, pursuant to statute or otherwise, is limited to:

(a) the supply of the Services again; or

(b) providing for the cost of having the Services supplied again.

93. The Supplier is not liable for loss of profit, economic or financial loss, consequential loss, loss of opportunity or benefit, loss of a right or any other indirect loss suffered by the Customer as a result of the Goods and/or Services supplied under these terms and conditions.

94. All terms, conditions, warranties, indemnities and statements (whether express, implied, written, oral, collateral, statutory or otherwise) which are not expressly set out in these terms and conditions are hereby expressly excluded and, to the extent they cannot be excluded, the Supplier disclaims all liability in relation to them.

Liability of Parties

95. If two or more parties are included within the same defined term in these terms and conditions:

(a) these terms and conditions have separate operation in relation to each of them;

(b) a liability or obligation of those persons under these terms and conditions is a joint liability or obligation of all of them and a several liability or obligation of each of them; and

(c) a right given to those parties under these terms and conditions is a right given severally to each of them.

Force Majeure

96. The Supplier is not liable to the Customer for any delay or failure to perform its obligations pursuant to these terms and conditions if such delay or failure to perform is due to force majeure being a circumstance beyond its reasonable control, including strikes, lockouts, fires, floods, storm, riots, war, embargoes, civil commotions, supplier shortages, plant or mechanical breakdown, disease or pandemic, government intervention or regulation, acts of God or any other activity beyond the Supplier’s control.

Severance

97. If any provision of this agreement is not enforceable in accordance with its terms, other provisions which are self-sustaining are, and continue to be, enforceable in accordance with their terms.

98. If any part of this agreement is invalid or unenforceable, that part is deleted and the remainder of the agreement remains effective.

Variation of Agreement

99. The Customer agrees that these terms and conditions may be varied, added to, or amended by an authorised officer of the Supplier at any time by written notice to the Customer. Subject to clause 100, after fourteen (14) days of receipt of the written notice of the variation(s), the variation(s) will be deemed agreed by the Customer.

100. If the Customer does not agree with the variation(s) proposed by the Supplier, it must notify the Supplier in writing within fourteen (14) days from receipt of the written notice that the variation(s) is/are not agreed to. The Supplier and/or the Customer will then be at liberty to suspend/withdraw credit facilities until such time as agreement can be reached between the parties regarding the proposed variation(s). Clerical errors (such as spelling mistakes or grammatical errors) may be subject to correction by the Supplier without notification.

101. Any proposed variation to these terms and conditions by the Customer must be requested in writing. The Supplier may refuse any such request without providing reasons either orally or in writing.

102. Variations requested by the Customer will only be binding upon the Supplier if they are in writing signed by an authorised officer of the Supplier.

Jurisdiction

103. The Customer acknowledges and agrees that this agreement will be governed by the laws of New South Wales, and the laws of the Commonwealth of Australia which are in force in New South Wales.

104. The Customer acknowledges and agrees that any Contract between the Supplier and the Customer is formed at the address of the Supplier.

105. The parties to this agreement submit to the non-exclusive jurisdiction of the courts of New South Wales and the relevant federal courts and courts competent to hear appeals from those courts.

Entire Agreement

106. The descriptions, illustrations, specifications and data contained in catalogues, price lists other written materials, and samples do not form part of these terms and conditions or of the description to be applied to the Goods.

107. This agreement constitutes the entire agreement between the parties relating in any way to its subject matter, unless agreed to otherwise by the Supplier and the Customer in writing. All previous negotiations, understandings, representations, warranties, memoranda or commitments about the subject matter of this agreement are merged in this agreement and are of no further effect. No oral explanation or information provided by a party to another affects the meaning or interpretation of this agreement or constitutes any collateral agreement, warranty or understanding.

108. Notwithstanding clause 107, in circumstances where there is a pre-existing written credit agreement (Original Agreement) between the Customer and the Supplier, these terms and this agreement will constitute a variation of the Original Agreement whereby the terms of the Original Agreement are deleted and replaced with the terms herein, unless the terms of the Original Agreement are otherwise expressly or implicitly preserved by the terms herein in which case they will co-exist with the terms herein, and, to the extent of any inconsistency, these terms will prevail.

109. These terms and conditions shall apply to every Contract between the Supplier and the Customer. Any terms and conditions of the Customer’s Order or of any other document deviating from or inconsistent with these terms and conditions are expressly rejected by the Supplier. For the avoidance of doubt, the Customer understands and agrees that these terms and conditions will prevail over, and the Supplier will not be bound by, any terms or conditions (express or implied) added or provided by the Customer, whether in an Order or otherwise, unless otherwise agreed in writing by the Supplier.

Privacy Act

110. The Customer agrees to the terms of the Privacy Statement pursuant to the Privacy Act 1988 contained in this document.

This Privacy Policy applies to personal information collected by the Williams Group of Companies.

The Williams Group Comprising

- Williams Group Australia Pty Ltd - ABN 28 128 744 990

- JH & EJ Williams Pty Ltd - ABN 43 000 117 359

- Southport Timbers Pty Ltd - ABN 85 104 885 038

Williams Group Australia & related business entities are committed to the protection of personal privacy within the scope of the applicable law. This Privacy Policy covers treatment of personal information that we collect, use and disclose.

Williams Group may update this Privacy Policy from time to time. The most current version will be located on the Williams Group Australia Pty Ltd websites, and is also available by contacting our Privacy Officer by email or at the address detailed below.

By using any of the Williams Group Australia Pty Ltd websites, or by providing any personal information to Williams Group Australia Pty Ltd, you consent to the collection, use and disclosure of your personal information as set out in this Privacy Policy.

Types of Personal Information Collected

The types of personal information collected and held by Williams Group Australia Pty Ltd will vary depending on your dealings with us.

This information may include any or all of the following:

- names, addresses, telephone numbers and other contact details;

- associated company name or names, position, occupation and other business details;

- electronic address or addresses;

- bank account details;

- credit card details;

- transaction details relating to your use of our products, services or benefits.

We will also collect your date of birth and driver’s licence number where required (for example, to comply with age restrictions or in order to verify your identity when applying for credit terms, etc). From time to time, you may provide us, and we may collect from you, personal information of a third party (for example, for delivery purposes). Where you provide the personal information of a third party, it is your responsibility to ensure that those persons are aware of this Privacy Policy, understand it and agree to accept it.

Williams Group Australia Pty Ltd will not collect sensitive information from you or any third party. You do not have to provide us with any personal information, however if you do not do so we may not be able to complete a transaction you have entered into, finalise payment of a product or service you have ordered, make delivery of a product you have ordered, grant credit terms, validate your entry in a promotion, or otherwise provide you with the products, services or benefits you have requested.

How Williams Group Australia Pty Ltd Collects Personal Information

Generally, Williams Group Australia Pty Ltd collects personal information directly from you, such as:

- when you personally submit information through a Williams Group Australia Pty Ltd website;

- in person (such as in store);when you apply for credit terms;

- when you enter into a promotion conducted by us or a third party;

- when you complete a survey;

- in the course of us providing you with a requested product, service or benefit;Or when you have other dealings with us.

Williams Group Australia Pty Ltd Will Collect Personal Information Through:

- Williams Group Australia Pty Ltd, its related business entities;

- Our business partners who may partner with Williams Group Australia Pty Ltd for promotional activities;

- Third parties who supply services to Williams Group Australia Pty Ltd.

Why Williams Group Australia Pty Ltd Collects, Uses and Discloses Personal Information.

Williams Group Australia Pty Ltd will use the personal information it collects for the purpose disclosed at the time of collection, or otherwise as set out in this Privacy Policy. Williams Group Australia Pty Ltd will not use your personal information for any other purpose without first seeking your consent, or where authorised or required by law.

Williams Group Australia Pty Ltd Will Collect Personal Information for the Following Purposes:

- To establish and maintain your relationship with us, including in some cases disclosing your name and address (as required by law, such as to government authorities and agencies) and providing you with information necessary to allow you to remain in contact with Williams Group Australia Pty Ltd;

- To provide the products or services you have requested from us and keep a record of them; to provide credit to you, which may include disclosures to credit reporting agencies or bodies; · to answer any inquiry you make;

- To register you for events or promotions;

- To assist us to make our services and products more valuable or useful to you.

Williams Group Australia Pty Ltd may also disclose your personal information to third parties who work with us in our business to provide, promote or improve the products or services you have requested or are interested in, such as:

- Manufacturers and suppliers;

- Couriers and delivery contractors;

- Marketing consultants and promotions companies; website hosts;

- Consultants and professional advisers.

- Manufacturers and suppliers;

Williams Group Australia Pty Ltd will also use and disclose your personal information to send direct marketing to you from:

- Williams Group Australia Pty Ltd, its related bodies corporate and its business pillars;

- Third parties who provide services to us;

The Direct Marketing May Relate To:

- Our products and services;

- The products and services of other parties;

- Promotions run by us or other parties;

- To keep you informed of new developments we believe may be of interest to you.

You may opt-out of receiving this direct marketing from Williams Group Australia Pty Ltd or third parties through the unsubscribe function that will be made available to you with each direct marketing communication.

How Williams Group Australia Pty Ltd Stores and Protects Personal Information

Williams Group Australia Pty Ltd stores personal information in a combination of computer storage facilities, paper-based files and other records. In so doing, we have taken numerous steps to protect your personal information from misuse, interference and loss, and unauthorised access, modification or disclosure.

Additionally Williams Group Australia Pty Ltd takes reasonable steps to destroy or permanently de-identify personal information when we no longer need it.

The internet is not a secure method of transmitting information. Accordingly, other than where Williams Group Australia Pty Ltd uses secure socket layer technology (SSL) to ensure information (such as credit card information) is securely transmitted and processed, Williams Group Australia Pty Ltd cannot and does not accept responsibility for the security of information you send to or receive from us over the internet, or for any unauthorised access or use of that information.

Does Williams Group Australia Pty Ltd Send Personal Information Overseas?

Williams Group Australia Pty Ltd is likely to disclose some of your personal information, for the purposes described above, to organisations in other countries.

Some of these countries may not have the same or substantially similar privacy laws as those set out in this privacy policy and the Australian Privacy Principles. We may not require organisations to which we disclose personal information in those countries to comply with similar privacy laws, and accordingly your personal information may not receive the same protections that it would in Australia. By providing your personal information to us, you consent to our disclosure of your personal information to organisations in those countries even though it may not receive the same protections that it would in Australia.

How You Can Access Your Personal Information?

Williams Group Australia Pty Ltd will take reasonable steps to make sure that the personal information we collect, use or disclose is accurate, complete and up to date. If your personal details change, such as your address or phone number, please contact our Privacy Officer by email or at the address detailed below.

At your request, Williams Group Australia Pty Ltd will provide you with a copy of any personal information which we hold about you, unless an exception under the Privacy Act 1988 applies. We may charge a fee for retrieving this information, in which case we will inform you of the fee and obtain your agreement to that fee before providing the information.

We will promptly acknowledge and investigate any complaint about the way we manage personal information.

Cookies

The Williams Group Australia Pty Ltd websites use cookies to track user traffic patterns and to better serve you when you revisit a website. A cookie is a small data file that a website may write to your hard drive when you visit it. A cookie file can contain information, such as a user ID which the website uses to track the pages you have visited. You can refuse all cookies by turning them off in your browser. However, full functionality for the Williams Group Australia Pty Ltd websites requires the use of cookies.

Information is also generated whenever a page is accessed on a Williams Group Australia Pty Ltd website that records information such as the time, date and specific page. We collect such information for statistical and maintenance purposes that enables us to continually evaluate our website performance.

How to contact Williams Group Australia Pty Ltd or Make a Complaint

If you have any questions about this Privacy Policy, if you wish to update information we hold about you or if you wish to make a complaint about our collection, use or disclosure of your personal information under this Privacy Policy, please contact:

The Privacy Officer

Williams Group Australia Pty Ltd

22 Wharf Street or PO Box 102, Murwillumbah, NSW 2484

Fax: (02) 6672 3466

Phone: (02) 6672 9800

E-mail: [email protected]

Williams Group Australia Pty Ltd will take reasonable steps to remedy any issues resulting from our failure to comply with our privacy obligations.