2.1 Requesting a Quote: You may request a Quote from us relating to the potential supply of Goods and/or Services.
2.2 Providing a Quote: We may provide you a Quote for the potential supply of Goods and/or Services. The Quote may include the price, quantity of the Goods and/or Services proposed to be supplied by us, any applicable fees and other relevant details.
2.3 Validity of Quote: A Quote is valid and open for acceptance by you for 30 days unless otherwise specified in the Quote, agreed in writing or withdrawn. We reserve the right to withdraw a Quote at any time prior to your acceptance.
2.4 Samples: Samples may be available free of charge from time to time. If we provide a sample free of charge we are under no obligation to do so again in the future.
Placing an Order: You may place an Order for Goods and/or Services by either accepting our Quote, submitting a purchase on our Website, submitting an order via email or placing an order with our sales staff in person for retail customers. Any purchase submitted on our Website, in person or via email, is subject to availability and price confirmation and is not binding until we have provided our written acceptance of the purchase in our discretion.
2.5 Stock and availability: In some cases, certain Goods and/or Services contained in an Order may be unavailable. If any Good and/or Service contained in an order is not in stock at the time for delivery, we will offer you the following options:
2.5.1 deliver the remaining Goods and/or Services to you and deliver the unavailable Goods and/or Services when they come back into stock;
2.5.2 supply to you agreed substitute Goods and/or Service; or
2.5.3 refund you the cost of the unavailable Goods and/or Service.
2.6 Additional conditions: Unless otherwise agreed by us in writing, or included in the relevant Quote, these Terms will prevail over, and we will not be bound by, any conditions (express or implied) added or provided by you.

3.1 Price: The price charged and payable for the Goods and/or Services shall be:
3.1.1 the price in Australian dollars advertised on our website at the date we accept the Website or email purchase, together with any applicable taxes, charges and delivery costs regarding the Goods and/or Services; or
3.1.2 the price in Australian dollars contained in the Quote.
3.2 Variation of Website prices: Subject to your rights under law, we reserve the right to vary the prices displayed on our Website prior to our acceptance of your Order. We may also vary prices where you request a variation to the Goods and/or Services specified in your Order.
3.3 Final Website price: When purchasing Goods and/or Services through our Website, the final amount payable (including any handling fees) is shown at the checkout. When purchasing Goods and/or Services via email, the final price payable (including any handling fees) is shown on an order confirmation emailed to you. Any fees displayed prior to checkout are estimates only. You agree to pay the final amount using the payment method provided on our Website.
3.4 Handling fee: A handling fee is applied to each Wholesale Order and stated on each Quote and invoice.
3.5 Minimum Order: If the item is ordered by square metre, a minimum of 1 box must be ordered. If the item can be purchased by piece, 3 pieces constitute a minimum order and a surcharge will apply and appear on each Wholesale Order and invoice, unless otherwise agreed in writing.

4.1 Invoice on delivery: Unless we require pre-payment, otherwise agreed between the parties or for Website Orders, we will issue you an invoice upon delivery of the Goods and/or Services specified in your Order.
4.2 Payment terms: Payment terms may vary depending on whether you are a retail or wholesale customer (and your customer status), as follows:
4.2.1 for credit account wholesale customers payment is due 30 days End of Month (EOM).
4.2.2 prepaid wholesale customers are required to make payment up front prior to the commencement of production of goods and dispatch, unless otherwise agreed in writing.
4.2.3 retail customers are required to make payment up front (through sales staff in person or via the Website) prior to the commencement of production and dispatch
4.3 Website payment method: Payments on our Website are processed by the payment provider Braintree. The processing of transactions is carried out by Braintree. Please review Braintree’s terms and conditions prior to making any payments on our site.
4.4 Other payment methods: Payments not made through our Website may be made by Visa, Mastercard, debit card or PayPal or as otherwise indicated by us in writing. Credit card payments will incur a charge of 0.9%. This surcharge may be subject to change without notice subject to changes by the bank, however, we will use reasonable endeavours to notify you of such changes.
4.5 Deposit: We reserve the right to request a deposit on selected Orders.
4.6 Credit: We reserve the right to:
4.6.1 refuse you credit facilities;
4.6.2 refuse a request to vary your credit facilities;
4.6.3 revoke or vary, at any time, any credit extended to you because of your failure to make any Payment when due; and
4.7 Your Information: You warrant that all information you have given us is true and accurate and that if credit is given to you by us, this will be given in reliance upon the information supplied by you.

5.1 Default Interest: If you fail to make a Payment in accordance with clause 4 (Payment), we may charge Default Interest at the Interest Rate on the outstanding amount if the amount remains unpaid for a period of 5 business days following us issuing you a reminder.
5.2 Payment of Default Interest: Default Interest pursuant to clause 5.1 shall be:
5.2.1 payable on demand; and
5.2.2 calculated daily from the reminder date to the actual date the Payment is made in full.
5.3 Costs of enforcement: We may recover from you any reasonable costs we directly incur to collect any Payment (such as legal or debt recovery fees).
5.4 No set off: You may not set off against any Payment any claims which you may have against us.
5.5 Default Interest amount credited first: Any Payment you make to us shall first be credited against any Default Interest accrued pursuant to this clause 5 to the actual date of Payment.

6.1 An Order for made-to-order Goods cannot be cancelled or amended after the 24-hour cooling off period.
6.1.1 Subject to statutory rights, the made-to-order Goods may vary from batch to batch and refunds will not be made for Goods that have shade variation within the accepted shade variation of individual designs and ranges as published in FAQs section on website and according to permissible variation within a declared range of the master standard reference.
6.2 We will re-supply an Order if:
6.2.1 we supply incorrect Goods that are substantially different than the Goods contained in the Order;
6.2.2 subject to statutory rights, there is a material defect in the Goods.

7.1 Delivery: Delivery of the Goods occurs when you pick up the Goods or we deliver the Goods to you, your agent or nominee at the location specified by you, to a carrier commissioned on your behalf or as otherwise agreed in writing.
7.2 Timing of delivery: In general, we allow 10 business days to prepare your Order, however we do not guarantee that our products will be delivered within this timeframe. We will use reasonable efforts to deliver the Goods to you by the date discussed with you, however, to the extent permitted by law, we will not be liable to you for any delay in delivering our Goods provided that such delay is not unreasonable in the circumstances and is within our control. Shipping time, weekends and public holidays are not included in the 10 business days. Transit times vary according to location.
7.3 Cost of delivery: We may charge you the cost of delivering the Goods to you in certain circumstances if agreed between the parties, with cost variations dependent on the delivery location and service method. 7.4 Instalments: We reserve the right to make deliveries in instalments and these Terms shall be severable as to such instalments.
7.5 Risk: The risk in the Goods shall pass to you once the Goods have left our premises regardless of the method of delivery under clause 7.1.
7.6 Damage to goods: Upon delivery you must inspect the Goods and note any damage on the consignment when signing for the Goods. If a different arrangement has been made by you for delivery and Goods are not signed for, you must inspect the Goods within 24 hours after delivery and notify us of any damage taking into account clause 9. Southern Cross ceramics liability ceases after 48 hours of receipt into store or at handover to the consumer.
7.7 Urgent orders: Urgent Orders may incur an additional fee. We will notify you at the time you make the Order of any applicable additional fee.

8.1 Cooling off: A cooling off period applies to Orders made by wholesale customers and made-to order Goods, whereby the Order can be cancelled within 24-hours of the time of order. Following the 24-hour cooling off period, the Order will be released to production.
8.2 Cancellation or amendments to orders by you: You may not cancel an Order, or any part of it, unless: 8.2.1 it is cancelled within the 24-hour cooling off period ( in accordance with these Terms);
8.2.2 it is a stocked item and we give our written consent; and
8.2.3 you pay to us (if required by us in our absolute discretion) any and all costs reasonably and directly incurred by us regarding the cancelled Order or the cancelled part of the Order to the date of cancellation, which will be a genuine pre-estimate of the losses suffered by us as a result of the cancellation.
8.3 Cancellation by us: We may in writing suspend or cancel an Order or delivery of an Order without liability, by giving notice to you if:
8.3.1 we reasonably form the opinion that you are insolvent or at material risk of insolvency (noting cancellation or suspension will be assessed on a case by case basis); or
8.3.2 you fail to make a Payment on time and do not remedy the non-payment within fourteen (14) days or written notice from us.

9.1 This clause 9 is subject to clause 10 (Exclusions + Limitations), clause 11 (Statutory Rights) and any other statutory or legal right whether under these Terms or otherwise.
9.2 Inspections and Returns: You must inspect the Goods upon Delivery within 24 hours for quality, defects, breakages, colour, design, shade variations and quantity before performing any installation works and may only return Goods that do not materially comply with the Order or as permitted by law.
9.3 Notification: Subject to your rights under the ACL, if, pursuant to clause 9.2 you wish to return any Goods delivered to you, you must provide us with:
9.3.1 notice within 14 days, if practical of your receipt of the Goods;
9.3.2 the original invoice details specifying the Goods;
9.3.3 proof of purchase (e.g. receipt, receipt number or reference number); and
9.3.4 an opportunity to inspect the Goods (or provide relevant evidence) within a reasonable time following delivery if you believe the Goods are defective.
9.4 Replacement or credit: To the extent permitted by law, if we accept the claim for replacement or credit we will at our option either:
9.4.1 replace the Goods; or
9.4.2 give a credit or a refund for such Goods.

11.1 Statutory rights: Certain statutory guarantees, warranties and rights may apply to your purchase of Goods and/or Services from us as provided by relevant laws but subject to these Terms as applicable and where permitted by relevant laws.
11.2 No restriction: Nothing in these Terms excludes, restricts or modifies any condition, warranty, statutory guarantee, right or remedy implied or imposed by common law, statute or regulation which cannot be lawfully excluded, restricted or modified.
11.3 Unfair contract term: In the event that any provision of section 23 of the ACL applies to any provisions in these Terms, any such provision(s) shall not apply only to the extent it is unfair within the meaning of section 24 of the ACL.

12.1 Subject to the PPSA: The provisions of this clause 12 are subject to the provisions of the PPSA and clause 13 (Security Interest).
12.2  Possession as bailee: Upon delivery of the Goods, until the full Payment has been made you shall possess the Goods as bailee only and the risk in the Goods shall pass to you.
12.3 Title: We will retain absolute title over the Goods until:
12.3.1 we have received Payment in full in respect of the Goods; or
12.3.2 the Goods are disposed of in the manner prescribed under clause 13.11.
12.4 Identification: Until full title in the Goods has passed to you, you will ensure that:
12.5 any identifying plate, mark or packaging number on any of the Goods is not removed, defaced or obliterated; and
12.6 the Goods are identifiable and distinguishable from any other goods that may be in your possession and as to each particular Invoice of Goods.

13.1 Security Agreement: This clause 13 sets out the Security Agreement between you (as grantor) and us (as secured party).
13.2 Creation of Security Interest: You grant to us a security interest (Security Interest) in the Goods supplied by us to you, including all related proceeds (Collateral), as security for all or part of the Payment of any amount relating to the Goods in accordance with these Terms or otherwise. For the avoidance of doubt, this Security Interest is also a Purchase Money Security Interest in the Collateral.
13.3 Ranking: Subject to the priority rules set out in the PPSA, this Security Interest ranks in priority ahead of all other security interests in the Collateral.
13.4 Continuing obligation: This Security Interest is a continuing security and your obligations under this Security Agreement continue until it has been validly and fully terminated.
13.5 Perfection: You irrevocably give us authority to register a financing statement for the Security Interest on the PPSR. This clause does not prevent us from perfecting this Security Interest by any other means in accordance with the PPSA.
13.6 Information: You must provide us with any information required for us to register a financing statement or a financing change statement for this Security Interest on the PPSR.
13.7 Identification: Until this Security Interest has been extinguished, you must ensure that, as far as is reasonably practicable:
13.7.1 any identifying plate, mark or packaging number on any of the Collateral (including Goods) is not removed, defaced or obliterated; and
13.7.2 the Collateral is identifiable and distinguishable from any other goods or products in your possession and as to each particular Invoice of Goods comprising the Collateral.
13.8  Accessions: You acknowledge that this Security Interest continues to apply to Collateral that becomes an accession to other goods.
13.9 Remedies: Until this Security Interest in the Collateral has been extinguished, if:
13.9.1 you experience a Default Event; or
13.9.2 you breach these Terms, we may, as we consider reasonable, and with notice to you (where possible), seize, retain or redeem the Collateral, or seek any and all remedies provided under Chapter 4 of the PPSA or any other remedies provided at law or in equity, including those set out in clause 13.10.
13.10 Right of entry: In additional to any rights given to us under Chapter 4 of the PPSA, you irrevocably: 13.10.1 grant us the right to: A demand the immediate return of the Goods to us; B enter your premises to search for and seize the Goods without notice or liability to you; and C retain, sell or otherwise dispose of those Goods in any manner we see fit.
13.11 Permitted use and sale: You may only sell or deal with any of the Collateral (including accessions) in respect of which full Payment has not been received if:
13.11.1 we have not exercised a remedy under this Security Agreement;
13.11.2 the proposed transaction is a bona fide transaction to a third party at market value conducted in the ordinary course of your business;
13.11.3 the proposed transaction does not create a security interest in the Collateral that ranks above this Security Interest;
13.11.4 all proceeds of the proposed transaction are: A immediately paid to us; or B held on trust for us in a separate account, payable on demand; and
13.11.5 unless otherwise obligated by law, you do not disclose to a third party that the proposed transaction is subject to this Security Agreement or that the proceeds will be immediately paid to us or held on trust for us.
13.12 Costs: You must pay all reasonable costs incurred by us (including costs on a solicitor-client basis and debt collector’s costs) directly arising out of this Security Agreement, including costs regarding:
13.12.1 seizure, retention, redemption or any other remedy exercised pursuant to this Security Agreement; and
13.12.2 the enforcement of our rights under this Security Agreement (including matters incidental to it). 13.13 Extinguishment: The Security Interest is extinguished only if all obligations under this Security Agreement have been satisfied.
13.14 Waiver: Sections 95, 118, 121(4), 125, 130, 132 and 135 of the PPSA shall not apply to the extent that they impose obligations on us.
13.15 Waiver of receipt of statements: You irrevocably waive your right to receive from us a copy of any financing statement, financing change statement or verification statement that is registered, issued or received at any time regarding this Security Agreement.
13.16 Disclosure: The parties agree that neither party may disclose information that:
13.16.1 can be requested under section 275(1) of the PPSA (subject to any exceptions that may apply under section 275(7) of the PPSA); or 13.16.2 is protected against disclosure by a duty of confidence.
13.17 Acknowledgement: You acknowledge due notice of this Security Agreement with acceptance of these Terms.

14.1 Your intellectual property: If you provide us with Material to be used in the supply of the Goods and/or Services:
14.1.1 you warrant and represent to us that our use of any Materials will not infringe the Intellectual Property Rights of any third party; and
14.1.2 you indemnify and will keep us indemnified from and against any and all claims, liabilities, obligations, expenses or damages which we may incur if clause 14.1.1 is untrue or breached.
14.2 Licence over Materials: You grant to us a non-exclusive royalty-free license to use all Intellectual Property Rights in all Materials for so long as necessary for the production of the Goods and/or Services and the matters contemplated regarding the delivery of the relevant Goods and/or Services.
14.3 Our intellectual property: All of our Intellectual Property Rights (whether existing, current or future rights) in and relating to the production, Southern Cross Ceramics - Terms + Conditions - 1 June 2020 (02078506.DOCX;1) 4 development and supply of the Goods and/or Services or otherwise created by us, including but not limited to drawing, designs, art films, screens, website material, illustrations, specifications, and other literature (excluding Materials licensed to us pursuant to clause 14.2) remains our property and shall not be transferred, assigned, licensed, reproduced, disclosed or otherwise given to any other person by you without our prior written consent.
14.4 Confidentiality: In relation to the other party’s Confidential Information, each party will:
14.4.1 keep that information confidential and secure;
14.4.2 not disclose or permit disclosure of that information to any person other than as reasonably required for the purposes of these terms and conditions; and
14.4.3 not use or permit the use of that information other than as reasonably required for the purposes of these terms and conditions.
14.5 Clause 14.4 does not apply to the extent that information:
14.5.1 is publicly available, other than due to a breach of these terms and conditions;
14.5.2 was known to the relevant party prior to the execution of these terms and conditions and not subject to any confidentiality obligation owed to the other party; or
14.5.3 must be disclosed by a party under an applicable law.
14.6 This clause Error! Reference source not found. will survive termination of these terms and conditions. 14.7 Privacy: We may collect Personal Information which is provided by you (including relevant contact details) in order to provide the Goods and Services, administer the relationship with you and send direct marking communications (where permitted by law). You acknowledge and accept the terms of our Privacy Policy, located on our Website.

16.1 Discontinuance of Goods: We reserve the right to discontinue certain Goods at any time without prior notice.
16.2 Indemnity: You will indemnify us and keep us indemnified in respect of:
16.2.1 any loss, liability, expense, claim, cost, penalty, fine or damage arising from the use of the Goods after risk in the Goods has passed to you; and
16.2.2 without limiting the above, any loss as a result of your use of the Goods in breach (or alleged breach) of any law.
16.3 Termination: If a Default Event occurs:
16.3.1 we may, without limiting any other right we have under these Terms, terminate any outstanding Order and any contract for the supply of Goods and/or Services to you upon written notice; and
16.3.2 all Payments and any other monies due under these Terms become immediately payable.
16.4 Lawful purpose: You must ensure the Goods and/or Services are used only for lawful purposes and in accordance with applicable laws.
16.5 Binding: These Terms bind our successors, administrators and permitted assigns and your executors and permitted assigns or your successors, administrators and permitted assigns (as applicable).
16.6 Assignment: We may upon notice to you assign, transfer and/or sub-contract our rights and/or obligations (in whole or in part) under these Terms. You may not assign, transfer, hold on trust or otherwise delegate any of your rights or obligations under these Terms without our prior written consent. 16.7 New Terms: If we adopt new terms and conditions for the sale of Goods and/or Services:
16.7.1 you will be given written notice; and
16.7.2 they will apply to the subsequent supply of Goods and/or Services.
16.8 Variation: We may vary these Terms by providing you 30 days' written notice, unless otherwise agreed in writing. Any variations will only apply to subsequent Orders.
16.9 External links: We are not responsible for the content on external links appearing on our website. 16.10 Force Majeure: If a Force Majeure Event occurs, we may:
16.10.1 totally or partially suspend any Order or any deliveries relating to an Order during any period in which we may be hindered due to that Force Majeure Event; and
16.10.2 elect to extend at our discretion the period for performance of an obligation under these Terms as is reasonable in all the circumstances.
16.11 Change of control: You must notify us within 7 days of a change of the legal entity, company structure, ownership or control in your company, if applicable.
16.12 Severability: Each clause in these Terms is severable and if any clause is held to be illegal or unenforceable, then the remaining clauses will remain in full force and effect.
16.13 Waiver: No failure, delay, relation or indulgence on our part in exercising any power, right or remedy precludes any other or further exercise of that or any other power, right or remedy.
16.14 Governing law: These Terms shall be governed by the laws of the State of Victoria and the parties irrevocably submit to the non-exclusive jurisdiction of the Courts of the State of Victoria.

17.1 Personal pronouns: Except where the context otherwise provides or requires:
17.1.1 the terms we, us or our refers to Southern Cross Ceramics Pty Ltd (ACN 006 711 646) trading as Southern Cross Ceramics of 28 Dunlop Road, Mulgrave, Victoria 3170, Australia and its related bodies corporate, including:
17.1.2 the terms you or your refers to any person or entity that places an Order with us and agrees (by conduct, notice or otherwise) to be bound by these Terms, including any related company, related party, officer and authorised person of the relevant person.
17.2 Defined terms: In these Terms, unless otherwise provided, the following terms shall have their meaning as specified: ACL means the Australian Consumer Law under the Consumer and Competition Act 2010 (Cth) as amended. Charges means any sales tax, excise duties, customs duty, transfer duty, GST or any other taxes, duties or charges applicable in respect of the provision of the Goods and/or Services. Confidential Information of the disclosing party (Discloser) means all confidential, non-public or proprietary information, regardless of how the information is stored or delivered, exchanged between the parties, before, on or after the date of these terms and conditions, relating to the business, products, pricing, services, customers or other affairs of the Discloser. It includes trade secrets, know how, technology, techniques, processes, ideas, concepts and technical and product information. The Confidential Information of each party is deemed to include the information contained in these Terms.
Default Event means any one of the following events:
(a) you fail to make any payment when due, and the amounts remains unpaid for a period of more than fourteen (14) days following notice from us of the outstanding amount, whether for the Goods and/or Services or otherwise;
(b) you materially breach these Terms and fail to remedy a breach within thirty (30) days of notice;
(c) if you are a person – you become an insolvent under administration;
(d) if you are a body corporate – you become an externally administered body corporate;
(e) proceedings or applications are commenced or made for the appointment of any persons listed in items (b) or (c) above; or
(f) a mortgagee or their agent enters into possession of your assets.
Default Interest means as defined in clause 5.
Delivery means the delivery of the Goods and/or Services in accordance with clause 6.
30 days EOM means Payment is due at the end of the month following the month of the invoice.
Force Majeure Event means circumstances beyond our reasonable control, which shall include, but not be limited to compliance with any laws, regulations, orders, acts, instructions or priority request of any government, or any department or agency, civil or military authority, acts of God, acts of the public enemy, your acts or omissions, fires, floods, strikes, lockouts, epidemics, pandemics, embargoes, wars, labour or material shortages, riots, insurrections, defaults of our suppliers or subcontractors, delays in transportation, loss or damage to Goods in transit or instructions or lack of instructions from you.
Goods means decorated ceramic tiles (made by Southern Cross Ceramics in Australia), and some imported stone products, glues, grouts, paints, tools required for tiling and any other goods sold by us.
GST and GST Law mean as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Intellectual Property Rights means all forms of intellectual property rights (whether registered or unregistered) in copyright, designs, patents, trade marks, domain names, trade secrets, know-how, confidential information, and all other similar proprietary rights which currently exist and/or are recognised in the future.
Interest Rate means 2.5% per annum above the overdraft reference rate quoted by our banker on the first day of the applicable month.
Material means any material in which you have Intellectual Property Rights provided by you for use by us in the production, development and supply of the Goods and/or Services to you.
Order means an order placed by you for Goods and/or Services through either accepting our Quote or submitting a purchase on our Website.
Payment means payment of any amount relating to Goods and/or Services in accordance with these Terms.
PPSA means the Personal Property Securities Act 2009 (Cth) as amended, including any regulations made pursuant to it.
PPSR means the Personal Property Securities Register.
Quote means a quotation, proposal or similar document provided by us for the supply of particular Goods and/or Services containing details as specified in clause 2.2.
Samples means a sample product of our Goods.
Security Agreement means the security agreement set out in clause 13 (Security Interest).
Services mean services we provide from time to time including ceramic tile decoration.
Standards Australia means Standards Australia Limited (ABN 85 087 326 690) of 20 Bridge Street, Sydney, NSW 2000 (an independent, not-for-profit organisation, recognised by the Australian Government as the peak non-government standards body).