1. Acceptance of the Customer’s Order
These terms and conditions as well as any Credit Account this Agreement executed by or on behalf of the Customer are the terms and conditions that apply to every sale of goods by us, WS Glass Pty Ltd t/as Novatec Glass (the ‘Supplier’) (ACN 634 096 049) as the “Supplier”, and you, as “the Customer”. Any terms and conditions of the Customer’s purchase order and/or any other terms whether oral or in writing are expressly excluded and rejected by the Supplier. This exclusion and rejection include any statement by the Customer that the Customer’s terms and conditions will prevail. A contract is only concluded between the Supplier and the Customer for the supply of goods when the order has been accepted by the Supplier. The terms of this clause apply to every quotation or in the event that the Supplier accepts an order, such order remains subject to the availability of the ordered goods, and the Supplier will be entitled to satisfy an order in part or at a later time as per the availability of the goods ordered, and the Supplier will have no liability about the unavailability of any goods or their late availability and supply. The Customer will place orders in writing which includes via email or via any procurement software system of the Supplier, as required by the Supplier from time to time.

2. Price
All prices are as per our price list, as amended from time to time, and do not include insurance or delivery charges. The price list is an invitation to treat only, and the Supplier reserves the right to supply goods at the prices set out on the price list if it absolutely decides. Any price list issued by the Supplier is subject to alteration at any time without notice, save that if a the Customer orders goods under a price list and about such goods the Supplier is no longer willing or able, in its sole discretion, to supply such goods at the price appearing in the price list, the Supplier will notify the Customer that the price listed in the price list about the goods ordered by the Customer is no longer applicable and the supply of the goods will be subject to agreement at that time as to price agreed between the Supplier and the Customer, and the Customer may cancel the order.
All prices are exclusive of any tax levied on the supply of goods by the ‘A New Tax System (Goods and Services Tax)’ Act 1999 unless otherwise indicated.

3. Property & Risk
Risk in the goods in an order passes to the Customer when the goods are loaded for transportation at the Supplier’s warehouse whether by carrier employed or engaged by the Supplier or the Customer. Property in, and legal title to, the goods in an order does not pass to the Customer until payment in full for the goods has been received by the Supplier. Until such payment has been received by the Supplier, the Customer will store the goods separately and apart from its own goods and those of any other person or company. The Customer may re-sell any of the goods on normal commercial terms before the Supplier is paid in full provided that: The Customer re-sells as principal and has no right to commit the Supplier to any contractual relationship or liability to any third party; and The Customer holds the rights about the re-sale proceeds on behalf of and as trustee for the Supplier. Until payment of all debts owing to the Supplier by the Customer, the Supplier may, if it chooses, without further notice and without affecting any other of its rights, including rights arising under Chapter 4 of the Personal Properties and Securities Act 2009 (the “PPSA”), re-take possession of the goods and re-sell them or any of them and may enter upon any of the Customer’s premises by its servants or agents, for that purpose, without the liability on the part possession and the Customer agrees to provide the Supplier with an irrevocable license to so enter any premises occupied by the Customer if: there is a breach of any term of any contract between the Supplier and the Customer; or the Customer has provided any false or misleading information to the Supplier including information provided in an Application for a Credit Account this Agreement; or a receiver or voluntary administrator is appointed about the Customer, its business or property or any part of that, or an encumbrancer, by itself or an agent, takes or purports to take possession of the Customer’s business or property or any part of that; or the Customer parts with possession of the goods or any of them otherwise than by way of sale in the ordinary course of its business. 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 about a security interest or register any other document required to be registered under the PPSA. 
The Customer will indemnify and keep indemnified the Supplier from and against all actions, or incurred, sustained or threatened against the Supplier and its employees and agents in any way whatsoever about the Supplier’s exercise of any of the Supplier’s rights, including, without limitation, those under Part 4 of the PPSA.

4. Insurance
The Customer is responsible for the arrangement of the insurance of goods supplied under this Agreement and will, at its own cost, insure the goods against such risks as a prudent owner of the goods would insure for at their full insurable value which will include but will not be limited to all damage which may occur at or in transit to and or from the Customer’s premises by way accidental loss or damage, fire, theft, floor and or wilful damage.

5. Payment
All invoices for orders for the Customers who do not have a Credit Account with us need to be paid in full before we process and fill the order under the invoice. Unless indicated otherwise under Credit Account, this Agreement, the Customer will pay for all goods supplied within thirty (30) days after the last day of the month in which the invoice is sent. The Supplier will accept payments made by the Customer on Visa or MasterCard (“Facility”) where the Customer has nominated one of the above in writing to the Supplier and the Supplier has authorised the Customer in writing of its acceptance of payments being made via such Facilities. All other payments are to be supplied via Direct Deposit (Electronic Funds Transfer).The Supplier may, in its absolute discretion, charge interest at that rate which is equal to 2.5% per calendar month or part of that to the Customer on all amounts which are sixty (60) days overdue until such time as payment in full is received by the Supplier. Where payment is not made by the due date, the Customer will, in addition to any other obligations imposed under this Agreement, pay to the Supplier on demand all costs of the Supplier (including but not limited to storage delivery collection obsolescence, debt recovery commission costs and legal costs on a full indemnity basis) incurred by the Supplier in recovering overdue amounts from the Customer. All payments received by the Supplier will be applied as follows: firstly, towards any costs of the Supplier referred to above (or any part of that); secondly, towards any interest payable as set out above (or any part of that); and thirdly, towards any amounts payable by the Customer to the Supplier for goods under an order payment for which remains in whole or in part outstanding. Time of payment for any goods sold to the Customer is an essential term of the supply of goods under an order by the Supplier to the Customer and time of payment will be “of the essence.”

6. Cancellation
Cancellation of any order for goods must be supplied in written form and requires approval from the Supplier otherwise the goods will be delivered to the Customer, and the Supplier will be entitled to payment from the Customer. The Supplier is not obliged to supply goods and may cancel the order if: there is a breach of any term of any contract between the Supplier and the Customer; or the Customer has provided any false or misleading information to the Supplier including information set out in any Credit Account Application; or receiver or voluntary administrator is appointed about the Customer, its business or property or any part of that, or an encumbrancer, by itself or by an agent, takes or purports to take possession of the Customer’s business or property or part thereof; or the Supplier is unable to supply goods as a result of the failure of any supplier of the Supplier to deliver goods or provide services which are required in order for the Supplier to supply the goods to the Customer.

7. Acceptance and Claims
Upon the signing of a delivery docket unless the contrary is noted in that docket, the Goods shall be deemed to have been delivered in good order and condition and if no person is present to sign the delivery docket, then the Goods will be deemed to have been delivered in good order and condition. No goods will be accepted for return unless agreed to in writing by the Supplier before such return and then only upon conditions acceptable to the Supplier which may include, but may not be limited to: short supply, damage or other fault at the time of delivery is reported by the customer to WS Glass Pty Ltd (t/as Novatec Glass) within 24 hours of delivery and confirmed in writing within 7 days of such report. The Supplier excludes any and all liability, losses, damages, costs, and expenses (including legal costs and expenses) about the supply of goods to the Customer (whether directly or indirectly). Except as expressly provided to the contrary in these terms and conditions, all implied terms, conditions, warranties, businesses, inducements, or representations, statutory or otherwise are excluded to the extent permitted by law. The Supplier provides separate and specific warranties about the goods it supplies in an order. Those warranties are personal to and attach to the Customer and not the goods supplied and cannot be transferred to any other person, including any person who purchases the goods from the Customer or purchases any building or other construction that the goods are used in or installed into.
The Supplier’s total aggregate liability for any goods sold and supplied to the Customer will, to the extent permitted by law, be limited to the value of the goods supplied in the order in which the liability arises.

8. Delivery
The Supplier may deliver the goods in instalments or partial shipments, and the Customer shall accept each such delivery as constituting a separate contract subject to these terms and conditions. Delivery timelines provided by the Supplier are indicative only and do not constitute a binding commitment. The Supplier shall not be liable for any delay in delivery arising from circumstances beyond its reasonable control, including but not limited to delays caused by third-party logistics providers, port congestion, customs clearance, or force majeure events. The Customer is responsible for ensuring that the delivery site is safe, accessible, and adequately prepared to receive the goods. Should delivery be unsuccessful due to site inaccessibility, absence of receiving personnel, or any other reason attributable to the Customer, the Supplier reserves the right to charge additional fees for redelivery or storage. Risk in the goods shall pass to the Customer upon delivery to the designated site or upon collection, whichever occurs first.

9. Relationship of the Parties
Each Party will be, and will endeavour to act as, an independent Party. Nothing in this Agreement will create, or be deemed to imply the creation of, any partnership, joint venture, principal and agent, master and servant or any other relationship. Neither Party will be the legal agent of the other for any purpose whatsoever and has no right or authority to make or underwrite any promise, warranty, representation, or indemnity to execute any contract or otherwise to assume any obligation or responsibility in the name of or on behalf of the other Party, except to the extent specifically authorised in writing by the other Party. Neither Party will be bound by, or be liable to, any third party for any act or for any obligation or debt incurred by the other toward such third party, except to the extent specifically agreed to in writing by the Party to be so bound.

10. Non-Waiver
The failure of a Party to insist upon performance or strict performance of any provision of this Agreement, or to exercise any right or remedy to which it is entitled under this Agreement, will not constitute a waiver of the other Party’s failure to perform or under-perform, and will not diminish the other Party’s obligation to fully perform its obligations under this Agreement. It is expressly stated to be a waiver; it specifies the breach to which it relates; and it has been committed to writing and signed by a properly authorised representative of each Party that has the power to bind their respective Parties about such matters. A waiver of a breach of this Agreement will not constitute a waiver of any later breaches of this Agreement.

11. Entire Agreement
This Agreement, as amended from time to time as per the terms of this Agreement, contains the entire agreement between the Parties; and will supersede all previous agreements, arrangements, and communications between the Parties, either oral or written about the supply of goods by the Supplier to the Customer and the subject matter of this Agreement.

12. Severance
If any provisions of this Agreement should become fully or partially invalid or unenforceable for any reason whatsoever, or violate any applicable law, such provisions will be deleted from this Agreement, and the remainder of this Agreement, to the extent permissible, will be valid and binding as if such provision(s) were not included in this document.

13. Notices
Except as otherwise expressly provide for in this Agreement, any notice required to be given any provision of this Agreement will be given by hand, registered post, courier, or email. A notice will be deemed to have been received and valid as follows: if delivered by hand, when delivered physically delivered to the Party’s address in the Contract Details; if delivered by registered post or courier, the date on the corresponding tracking notice, which may or may not be discoverable through use of an online or other delivery tracking system; or if delivered by email, upon receipt of a read receipt or a response from the receiving Party. Where a notice is sent by multiple forms of delivery, the date and time of delivery will be the earliest date and time. Notwithstanding the above, a notice that is received on a weekend or Public Holiday will be deemed to be received at 12:01 am on the next working day. The details of each Party’s address and other details to which notices are to be sent are set out in the Contract Details. Each Party will use its best effort to advise the other Party of any change to its address and other contact details as soon as practical, and in any event, within 5 days of any substantive change to them. Where a Party does not comply, any notices sent to the previous address will be deemed to have been received by the other Party within 5 days of sending, provided that such notices were not sent by email.

14. Force Majeure
If either Party is prevented from performing any of its obligations under this Agreement by a Force Majeure Event then: as soon as reasonably possible after commencement of the Force Majeure Event that Party will notify the other Party in writing of the occurrence of the Force Majeure Event, the date of Force Majeure Event on its ability to perform its obligations under this Agreement; the performance of its obligations under this Agreement; that Party’s obligations under this Agreement (other than an obligation to make payment) will be suspended for so long as the Force Majeure Event continues and to the extent that Party is so prevented from performing its obligation under this Agreement as a result of the Force Majeure Event; and as soon as reasonably practicable after the cessation of the Force Majeure Event that Party will notify the other Party in writing of the cessation of the Force Majeure Event and will resume performance of its obligations under this Agreement. For the purposes of this clause a Force Majeure Event means about a Party, any act, event or circumstance, the cause of which is not within that Party’s making or reasonable control, including, act of God, war, hostilities, terrorist acts, acts of civil or military authorities, governmental or regulatory direction or restriction, suspension or withdrawal of licences or consents, riot, insurrection, civil commotion, civil disobedience, public demonstration, sabotage, acts of vandalism, fire, flood, earthquake, extreme weather conditions, electro-magnetic interference, disease epidemic, pandemic, explosion, an order of any governmental or regulatory authority, delay in transportation, breakdown and failure of communications networks, breakage or accidental damage of equipment, strike, lock-out or other industrial or trade dispute.

15. Counterparts
This Agreement may consist of several counterparts, and if so, the counterparts, when taken together will constitute one and the same instrument.

16. Law
This Agreement will be governed by the laws of Victoria.