1. Definitions

For the purpose of this contract:

Business Day means a day other than a Saturday, Sunday or a public holiday in New South Wales.

Consequential Loss means any loss or damage arising from a breach of contract or agreement (including breach of this contract), tort, or any other basis in law or equity including, but without limitation to, loss of profits, loss of revenue, loss of production, loss or denial of opportunity, loss of access to markets,  loss  of goodwill, indirect or remote or unforeseeable loss, loss of business reputation, future reputation or publicity, or any similar loss which was not contemplated by the parties at the time of entering this contract.

Customer means the customer (or any person acting on behalf of and with the authority of the customer) as described on any quotation or work authorisation or any other forms as provided by the Supplier to the Customer.

Flooring means carpet, vinyl, laminate flooring or any other flooring subject to this contract and described on the invoices, quotation, work authorisation or any other forms as provided by the Supplier to the Customer.

Goods means all goods supplied by the Supplier to the Customer and are as described on the invoices, quotation, work authorisation or any other forms as provided by the Supplier to the Customer.

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

Services means all services supplied by the Supplier to the Customer (including in connection with the Goods).

GST means the goods and services tax imposed under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Price means all monies payable by the Customer to the Supplier in accordance with this contract (including with respect to the Goods and Services).

Residential Services means Services provided by the Supplier to the Customer at non-commercial premises and for non-commercial purposes.

Supplier means Parissis Flooring Pty Ltd (ABN 86 613 351 581) trading as ‘Carpet Connect’, its successors and assigns or any person acting on behalf of and with the authority of Parissis Flooring Pty Ltd.

2. Acceptance
   • Any instructions received by the Supplier from the Customer for the supply of Goods and/or Services and the Customer’s acceptance of Goods and/or Services supplied by the Supplier, the Customer accepting the quote provided by the Supplier or the Customer paying any amount to the Supplier for Goods and/or Services (whichever occurs first) will be deemed to constitute acceptance of the terms and conditions set out in this contract.
   • Where more than one (1) Customer is referred to in the quote or invoice issued by the Supplier, the Customers will be jointly and severally liable for all payments of the Price.
   • The terms and conditions contained in this contract are legally binding and can only be amended with the written consent of the Supplier.
   • Goods and/or Services are supplied by the Supplier only on the terms and conditions set out in this contract to the exclusion of anything to the contrary in the terms of the Customer’s order for the Goods and/or Services notwithstanding that any such order is placed on terms that purport to override any provision of this contract.
3. Price and Payment
   • The Price will be as indicated on quote and/or invoices provided by the Supplier to the Customer in respect of Goods and/or Services supplied.
   • The Supplier reserves the right to change the Price in the event of a variation to the Supplier’s quotation. Any variation to the description or quote for the Goods and/or Services (including, but not limited to, additional works required due to hidden or unidentifiable difficulties beyond the control of the Supplier or as a result of increases to the Supplier in the cost of materials and labour) will be charged for on the basis of the Supplier’s quotation and will be shown as variations on the invoice.
   • If the Supplier is provided Goods and Services to the Customer, the Customer must pay the Price in the following instalments (unless otherwise instructed by the Supplier):
     • Non-refundable payment of 50% of the Price (Deposit), payable as stated on the quote or invoice provided by the Supplier. If no time for payment is stated, then payment will be due within five (5) Business Days from the acceptance of the quote by the Customer or the issue of the invoice (whichever is earlier).
     • Payment of the balance of the Price within thirty (30) Business Days of delivery of the Goods and Services by the Supplier.
   • The Customer acknowledges and agrees that the Deposit is non-refundable and the Customer cannot cancel the order of the Goods as the particular Goods have been acquired by the Supplier according to the requirements and specifications of the Customer.
   • If the Supplier is only providing Services to the Customer, the total Price is payable within thirty (30) Business Days of delivery of the Services by the Supplier.
   • Payment by the Customer must be made by cash, or by cheque, or by bank cheque, or by credit card (plus a surcharge of up to two percent (2%) of the Price), or by direct credit, or by any other method as agreed to between the Customer and the Supplier.
   • Unless otherwise expressly stated, GST and other taxes and duties that may be applicable will be added to the Price.
4. Delivery of Goods and Services
   • Delivery of the Goods and/or Services will be deemed to have taken place upon the completion of the Services and the Customer’s acceptance of that completion.
   • Acceptance by the Customer is deemed to have occurred in the event that the Supplier does not hear from the Customer within forty-eight (48) hours of completion of the Services by the Supplier.
   • The failure of the Supplier to deliver under clause 1 will not entitle either party to treat this contract as repudiated.
   • The Supplier will not be liable for any loss or damage whatsoever due to failure by the Supplier to deliver the Goods and/or Services promptly or at all, where due to circumstances beyond the control of the Supplier.
5. Customer’s Responsibilities and Liability
   • The Customer must provide the Supplier with clear and free access to the premises where the Goods and/or Services are being provided, including, but not limited to, access to the electricity and water of the premises.
   • Unless otherwise agreed by the parties, the Supplier takes no responsibility or liability for the following in relation to the Goods and/or Services (including any resulting loss or damage), which is to remain, at all times, the responsibility and liability of the Customer:
     • If the Supplier does not provide goods to which Services are applied, the Customer is responsible for any damage to, or defects in, those goods that are not due to an act or omission of the Supplier.
     • Prepation of the Flooring to which the Goods and/or Services are applied, including the removal and disposal of existing Flooring.
     • Determining the condition of subflooring.
     • Prepatation of further subflooring.
     • Removal of existing adhesive on Flooring and the failure of direct glue installation over existing adhesive on Flooring.
     • The varation of colours to samples within industry established ranges.
     • The creation of dust and its impacts on the Customer’s premises.
     • Repair of any squeaks or noises in Flooring.
     • Ensuring that doors in the premises are compatible with the Goods and/or Services.
     • Rectification of any paint or wallpaper damaged as a result of the Goods and/or Services.
     • The visibility of any seaming.
     • Any issues arising from underlayment or floor structure installed by a third party.
     • Any issues arising from structural damage or problems identified during the provision of the Services.
     • Any moisture issues relating to the Flooring.
     • The removal of all furniture, property, chattels and fixtures that the Supplier requests be removed to allow effective performance of the Services.
     • Damage to the premises that is reasonable and expected in respect to the performance of the Services including, but not limited to, indentation in the Goods and/or Flooring resulting from the Customer’s furniture, property, chattels and fixtures.
     • Any damage to the Goods and/or Flooring as a result of third parties not authorised by the Supplier making contact with the Goods and/or Flooring during the performance of the Services or within a period specified by the Supplier after delivery of the Services.
   • If the Customer believes that the Supplier is responsible for any loss or damage relating to the Goods and/or Services, the Customer must contact the Supplier within three (3) Business Days of the delivery of the Goods and/or Services.
6. Risk and Title
   • All risk for the Goods passes to the Customer on delivery, regardless of whether the Supplier retains ownership of the Goods upon delivery.
   • The Supplier and the Customer agree that ownership of the Goods will not pass until:
     • the Customer has paid the Supplier all amounts owing for the Goods and Services in full; and
     • the Customer has met all other obligations due by the Customer to the Supplier in respect of all contracts between the Supplier and the Customer.
   • Receipt by the Supplier of any form of payment other than cash will not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Supplier’s ownership and rights in respect of the Goods will continue.
   • It is further agreed that:
     • where practicable the Goods must be kept separate and identifiable until the Supplier has received payment and all other obligations of the Customer are met;
     • until such time as ownership of the Goods passes from the Supplier to the Customer, the Supplier may at any time prior give notice in writing to the Customer to return the Goods or any of them to the Supplier, including as a result of the breach of this contract by the Customer. Upon such notice the rights of the Customer to obtain ownership or any other interest in the Goods will cease;
     • if the Customer fails to return the Goods to the Supplier then the Supplier or the Supplier’s agent may (as the invitee of the Customer) enter upon and into land and premises owned, occupied or used by the Customer, or any premises where the Goods are situated and take possession of the Goods and the Customer grants its irrevocable authority to do so;
     • the Customer must not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of the Supplier; and
     • the Supplier may commence proceedings to recover the Price of the Goods and Services sold notwithstanding that ownership of the Goods may not have passed to the Customer.

7. Personal Property Securities Act 2009 (“PPSA”)
   • In this clause:
     • the terms ‘attachment’, ‘financing statement’, ‘financing change statement’, ‘purchase money security interest’ and ‘security interest’ have the meaning given to it by the PPSA; and
     • the term ‘security agreement’ means the security agreement under the PPSA created between the Customer and the Supplier pursuant to this contract.
   • The Customer acknowledges and agrees that this contract:
     • constitutes a security agreement for the purposes of the PPSA; and
     • creates a security interest in:
       • all Goods previously supplied by the Supplier to the Customer (if any); and
       • all Goods that will be supplied in the future by the Supplier to the Customer,

including, without limitation, a purchase money security interest over the Goods and that the attachment of the security interest over the Goods has in no way been deferred or postponed.

• The Customer undertakes to:
  • promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which the Supplier may reasonably require to:
    • register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
    • register any other document required to be registered by the PPSA; or
    • correct a defect in a statement referred to in clause 3(a)(i) or 7.3(a)(ii);
  • indemnify, and upon demand reimburse, the Supplier for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby;
  • not register a financing change statement in respect of a security interest without the prior written consent of the Supplier;
  • not to do anything that results in the Supplier having less than the security or priority granted by the PPSA that the Supplier assumed at the time of that perfection; and
  • not 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 without the prior written consent of the Supplier.
• The Supplier and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by this contract.
• The Customer hereby waives its rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA. The Customer waives its rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.  Unless otherwise agreed to in writing by the Supplier, the Customer waives its right to receive a verification statement in accordance with section 157 of the PPSA.

8. Security and Charge

Despite anything to the contrary contained herein or any other rights which the Supplier may have:

• where the Customer is the owner of land, realty or any other asset capable of being charged, the Customer agrees to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to the Supplier or the Supplier’s nominee to secure all amounts and other monetary obligations payable under this contract. The Customer acknowledges and agrees that the Supplier (or the Supplier’s nominee) will be entitled to lodge where appropriate a caveat, which caveat will be withdrawn once all payments and other monetary obligations payable hereunder have been met;
• should the Supplier elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Customer indemnifies the Supplier from and against all the Supplier’s costs and disbursements including legal costs on a solicitor and own client basis; and
• the Customer agrees to irrevocably nominate constitute and appoint the Supplier or the Supplier’s nominee as the Customer’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 8.

9. Defects
   • The Customer must inspect the Goods and/or Services and must within forty-eight (48) hours of delivery (time being of the essence) notify the Supplier in writing of any alleged defect, damage or failure to comply with the description or quote. The Customer must afford the Supplier an opportunity to inspect the Goods and/or Services within a reasonable time following delivery if the Customer believes the Goods and/or Services are defective in any way. If the Customer fails to comply with these provisions the Goods and/or Services will be deemed to be free from any defect or damage.
   • For defective Goods and/or Services, which the Supplier has agreed in writing that the Customer is entitled to reject, the Supplier’s liability is limited to either (at the Supplier’s discretion):
     • replacing the Goods and/or Services;
     • rectifying the Services; or
     • repairing the Goods,

except where the Customer has acquired Goods and/or Services as a ‘consumer’ within the meaning of Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), and is therefore also entitled to, at the consumer’s discretion either:

• for a major problem, a refund or replacement of the Goods and to cancel this contract for the Services and receive a refund for its unsused portion or compensation for its reduced value; or
• in the case of a minor problem, a repair/rectification of the Goods and/or Services (or, at the discretion of the Supplier, a refund or replacement of the Goods and to cancel this contract for the Services and receive a refund for its unsused portion or compensation for its reduced value).

10. Warranty
    • Subject to clause 3 and with respect to Residential Services, the Supplier provides a one (1) year warranty from the date of delivery of the Services that the Services:
      • are free from defects;
      • have been provided with due care and skill; and
      • are reasonably fit for the purposes specified by the Customer.
    • To the extent permitted by law, all other warranties and guarantees whether express or implied that are not set out in this contract are excluded.
    • The Supplier does not provide this warranty in the following circumstances:
      • The Customer’s misuses and/or abuses the Services or the goods to which the Services attach, including (but not limited to) improper and unreasonable maintenance, care, treatment and use.
      • Changes or variations have been made to the Services or the goods to which the Services attach which have not been made or authorised by the Supplier.
      • The Customer fails to comply with all reasonable instruction of the Supplier with respect to the Services and the goods to which the Services attach.
      • Damage is caused to the Services or the goods to which the Services attach due to acts of God including (but not limited to) natural disaster, storms, floods, earth-quakes etc.
      • Damage is caused to the Services or the goods to which the Services attach from plumbing, smoke, fire, vandalism, animals, application of chemicals etc.
      • Any acts or omissions of a third party adversely affect the Services or the goods to which the Services attach.
    • If at any time there remains any outstanding monies due to the Supplier for the Goods and/or Services, this warranty will be invalid and unenforceable against the Supplier while those monies remain outstanding.
    • If the Customer wishes to make a claim for remedy under this warranty, the Customer must:
      • upon becoming aware of the defect, cease using the Services and the goods to which the Services attach;
      • make a written claim to the Supplier within three (3) Business Days, explaining the problem and presenting the claim;
      • provide the Supplier with proof of purchase by way of an original quote or invoice relating to the Services.
    • The Supplier will consider the Customer’s claim within a reasonable period of time and contact the Customer with respect to the outcome of the claim and the appropriate remedy (if any). In making its determination, the Customer may be required to inspect the Services or the goods to which the Services attach.
    • The Supplier may, at its election, provided that there has been a non-compliance with this warranty, either replace or repair the Services.
    • The Services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the Service, the Customer is entitled:
      • to cancel this contract; and
      • to a refund for the unused portion, or to compensation for its reduced value.
    • The Customer is also entitled to be compensated for any other reasonably foreseeable loss or damage.
    • If the failure does not amount to a major failure, the Customer is entitled to have problems with the Service rectified in a reasonable time and, if this is not done, to cancel this contract and obtain a refund for the unused portion of the contract.
11. Default and Consequences of Default
    • In the event that the Customer’s payment is dishonoured for any reason the Customer will be liable for any dishonour fees incurred by the Supplier.
    • If the Customer:
      • defaults in payment of any invoice when due; or
      • the performance of any obligation imposed on it under this contract; and/or
      • breaches any warranty or representation contained in this contract,

the Customer must indemnify the Supplier from and against all liability, claims, losses, damages, costs and fines and disbursements incurred by the Supplier in connection with that default (including, without limitation, pursuing the debt including legal costs on a solicitor and own client basis and the Supplier’s collection agency costs). For the avoidance of doubt, the Supplier does not have to incur an expense or cost before claiming the benefit of the indemnity provided under this clause.

• Without prejudice to any other remedies the Supplier may have, if at any time the Customer is in breach of any obligation (including those relating to payment) the Supplier may suspend or terminate the supply of Goods and/or the Services to the Customer and any of its other obligations under this contract. The Supplier will not be liable to the Customer for any loss or damage the Customer suffers because the Supplier has exercised its rights under this clause.

12. Cancellation policy
    • Either party may cancel this contract or cancel delivery of the Goods and/or Services at any time before the Goods and/or Services are delivered by giving ten (10) Business Days written notice to the other party. Subject to clause 2, on giving such notice the Supplier will repay to the Customer any sums paid in respect of the Price. Neither party will be liable for any loss or damage whatsoever arising from such cancellation.
    • In the event that the Customer cancels this contract or cancels delivery of the Goods and/or Services after the payment of the 50% deposit for the Goods and Services, the 50% deposit will be non-refundable and the Customer will be liable for any loss incurred by the Supplier (including, but not limited to, any loss of profits) up to the time of cancellation.
13. Privacy Act 1988 (Cth)
    • The Customer agrees and consents for the Supplier to obtain from a credit reporting agency a credit report containing personal credit information about the Customer in relation to credit provided by the Supplier.
    • The Customer agrees that the Supplier may exchange information about the Customer with those credit providers either named as trade referees by the Customer or named in a consumer credit report issued by a credit reporting agency for the following purposes:
      • to notify other credit providers of a default by the Customer; and/or
      • to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit providers; and/or
      • to assess the creditworthiness of the Customer.

The Customer understands that the information exchanged can include anything about the Customer’s creditworthiness, credit standing, credit history or credit capacity that credit providers are allowed to exchange under the Privacy Act 1988 (Cth).

• The Customer consents to the Supplier being given a consumer credit report to collect overdue payment on commercial credit.
• The Customer agrees that personal credit information provided may be used and retained by the Supplier for the following purposes (and for other purposes as agreed between the Customer and Supplier or required by law from time to time):
  • the provision of Goods and/or Services; and/or
  • the marketing of Goods and/or Services by the Supplier, its agents or distributors; and/or
  • analysing, verifying and/or checking the Customer’s credit, payment and/or status in relation to the provision of Goods and/or Services; and/or
  • processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Customer; and/or
  • enabling the daily operation of Customer’s account and/or the collection of amounts outstanding in the Customer’s account in relation to the Goods and/or Services.
• The Supplier may give information about the Customer to a credit reporting agency for the following purposes:
  • to obtain a consumer credit report about the Customer; and/or
  • allow the credit reporting agency to create or maintain a credit information file containing information about the Customer.
• The information given to the credit reporting agency may include:
  • personal particulars (the Customer’s name, sex, address, previous addresses, date of birth, name of employer and driver’s licence number);
  • details concerning the Customer’s application for credit or commercial credit and the amount requested;
  • advice that the Supplier is a current credit provider to the Customer;
  • advice of any overdue accounts, loan repayments, and/or any outstanding monies owing which are overdue by more than sixty (60) days, and for which debt collection action has been started;
  • that the Customer’s overdue accounts, loan repayments and/or any outstanding monies are no longer overdue in respect of any default that has been listed;
  • information that, in the opinion of the Supplier, the Customer has committed a serious credit infringement (that is, fraudulently or shown an intention not to comply with the Customers credit obligations);
  • advice that cheques drawn by the Customer for one hundred dollars ($100) or more, have been dishonoured more than once; and
  • that credit provided to the Customer by the Supplier has been paid or otherwise discharged.

14. General provisions
    • The terms of this contract do not affect any rights the Customer has under the Competition and Consumer Act 2010 (Cth).
    • If any provision of this contract is held to be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions will not be affected, prejudiced or impaired.
    • If any provisions of this contract are inconsistent with the PPSA, the PPSA will prevail to the extent of that inconsistency.
    • This contract will be governed by the laws of New South Wales and are subject to the jurisdiction of the courts of New South Wales.
    • Neither party will be liable to the other for any Consequential Loss.
    • In the event of any breach of this contract by the Supplier the remedies of the Customer will be limited to damages which under no circumstances must exceed the Price of the Goods and/or Services.
    • The Supplier will be discharged from all liability whatsoever in connection with the Services and/or Goods unless proceedings are served within three (3) months from delivery of the particular Goods and/or Services.
    • The Customer will not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by the Supplier nor to withhold payment of any invoice because part of that invoice is in dispute.
    • The Supplier may license or sub-contract all or any part of its rights and obligations without the Customer’s consent. The Supplier may assign any or all of the Supplier’s rights and obligation under this contract to a third party without the Customer’s consent.
    • No modification amendments or other variation of this contract will be valid and binding on the Supplier unless made in writing and duly executed by and on behalf of the Supplier.
    • Neither party will be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
    • The failure by the Supplier to enforce any provision of these terms and conditions will not be treated as a waiver of that provision, nor will it affect the Supplier’s right to subsequently enforce that provision.