Terms & Conditions

Applicable to and forming part of any Contract for goods manufactured or supplied or for work and labour done by Joiman Pty Ltd trading as Joiman (hereunder called "Joiman") for the Customer named on the face hereof (hereunder called "the Customer") and applicable to the whole or any executed part of an order.

1. Price

Unless otherwise specified in writing by Joiman to the Customer:

• (a) Prices in respect of an order are those prices current at the date of delivery
• (b) All prices are subject to change without notice.

2. Invoice Surcharges

Delivery

• (a) Where an order of less than $ 350.00 ex GST is made, the Customer shall be subject to a minimum delivery surcharge cost of $18.18 ex GST or higher which shall be added to the sale price. Where an order is made for more than $ 350.00 ex GST, delivery shall incur a fuel levy charge (refer 2d).
• (b) All Country & Interstate Freight: F.I.S. to Carriers Depot (Melbourne) plus fuel levy if over $350.00+GST.
• (c) Minimum Invoice Value: $ 125.00 ex GST - Freight will be charged according to location of delivery.
• (d) Fuel Levy - All invoices will attract a fuel levy of $7.50 +GST - Melbourne Metro and $10.00+GST - Victorian Country & Interstate or higher depending on the market price of fuel (Backorders will not be charged for fuel levy, order in product will attract a fuel levy and freight).
• (e) This is subject to change at Joiman discretion.

3. Packing

The cost of any special backing and packing materials used in relation to the goods shall be at the Customer's expense, notwithstanding that such costs have been omitted from any quotation or price list. Where the quantity ordered is not a packed quantity then a surcharge of 10% of the price shall be paid by the Customer unless a broken price is stated in the pricelist.

4. Shortage

The Customer waives any claim for shortage of any goods delivered if a claim has not been lodged with Joiman within three (3) days from receipt of goods by the Customer.

5. Delivery

The delivery times are made known to the Customer are estimates only and Joiman shall not be liable for late delivery or non-delivery and under no circumstances shall Joiman be liable for any loss, damage or delay occasioned to the Customer or its customers arising from late or non-delivery.

6. Storage

The goods subject to any order made by the Customer shall only be held for one (1) week and Joiman reserves the right to make a reasonable charge for storage after fourteen (14) days of the order being made.

7. Returns

Joiman shall not be under any obligation to accept goods returned by the Customer. Any returns of goods will be on such terms agreed upon in each individual case and, in any event the Customer shall incur a surcharge of 20% on the price or value of the goods returned.

8. Credit/claims

No credits or claims made by the Customer for defective goods or products shall be accepted by Joiman, unless made within three (3) business days after receipt of the goods or products. Whether such credits would be allowed will remain solely within the discretion of Joiman.

All claims under this contract must be made in writing and delivered to the registered office of Joiman (66-72 Glenbarry Rd. Campbellfield Vic 3061) and marked to the attention of the Manager of Joiman within seven days from the date of delivery.

9. Payment

• (i) COD Customers:Unless otherwise specified in writing by Joiman to the Customer, payment will be cash, on or prior to the receipt of the goods.
• (ii) Approved account Customers: Credit is not offered to all Customers. Credit is a privilege and if abused by non payment your credit privilege will be revoked. A credit limit approved by Joiman will not be exceeded. Joiman periodically review credit limits and may increase or decrease the limit either by your request or as determined.

• (a) Payment for any goods sold by Joiman to the Customer (hereinafter called "the Goods" shall be made within thirty (30) days after the end of the month of delivery of the invoice to the Customer or earlier if so demanded by Joiman.
• (b) Interest shall accrue and be payable in all overdue accounts at the rate equal to fourteen percent (14% p.a.) above the rate fixed under section 2 of the Penalty Interest Rates Act 1983 at the time of default.
• (c) Joiman reserves the right to withhold delivery of the Goods if the Customer is in any way in breach of its agreed terms of trading with Joiman
• (d) Joiman reserves the right to charge an administration fee of 3% flat per month on all overdue accounts.
• (e) Joiman reserves the right to charge the customer any banking charges incurred by it due to a Customer's cheque or negotiable instrument being dishonoured by any financial institution.

10. Pallets

The same type and quantity of pallets must be swapped immediately on delivery by the Customer and the Customer shall be held liable to be charged for the costs of any pallets not exchanged.

11. Acceptance

Joiman reserves the right to deliver by instalment and each instalment shall be deemed to be sold under separate contract. Failure to deliver any instalment shall not entitle the Customer to repudiate the contract. Rejection of any instalment does not authorise rejection of any other instalment. Each instalment constitutes a separate contract without prejudice to the main contract.

The provisions of Division 3 of the Goods Act 1958 (as amended) shall apply to this contract while not inconsistent herewith. In the event of any such inconsistency the terms of this contract shall prevail.

12. Quantity

The quantity of Goods ordered by the Customer will be supplied as near as practicable by Joiman and Joiman shall deliver and the Customer shall accept the actual quantity of Goods delivered against this contract up to a margin of 10 percent more or less or to the nearest pack lot whichever is larger.

13. Limitation Of Liability

If for any cause or reason beyond the control of Joiman (including but not limited to fire, flood, earthquake, other natural disasters or Act of God, war, hostilities or threat of war hostilities, strikes, lockouts, industrial disputes, Governmental control whether by intervention, legislation or regulation or by a Government authority or any restriction of prohibition or contingencies hindering or preventing delivery) Joiman is delayed or impeded in fulfilling its obligation under this contract then Joiman upon notifying the Customer may suspend further performances of the contract until Joiman obligations under the contract can be recommended or if Joiman is so delayed or impeded or is frustrated or prevented from completing the contract for a continuous period for two (2) months the contract may be terminated by Joiman and the contract shall become voidable at Joiman option and the Customer shall in the instance of Goods manufactured or supplied to meet the Customers particular requirements and not withstanding such termination and/or rendering void the order pay for any instalments and individual items if wholly manufactured at the price for same pursuant to this contract or if partially manufactured at a pro-rate adjustment of the price.

Without limiting the foregoing delivery dates quoted on behalf of Joiman are estimates and approximate only although Joiman will use reasonable endeavours to maintain these estimates. Goods the subject of this contract shall be in all respects at the Customer's risk upon delivery being made and if the Goods are delivered by instalments, those Goods delivered by instalments shall be the Customer's risk upon delivery of the instalment being made. Goods the subject of this contract shall be at the Customer's risk upon such delivery being made whether payment has been made or not made for those Goods or instalments thereof.

This contract contains all the Terms and Conditions under which the Goods are to be sold and any express or implied conditions, statement, representation or warranty, statutory or otherwise not stated herein is hereby excluded. No variation of there Terms or representations bearing thereon will be binding on Joiman unless confirmed in writing by Joiman. Any warranties or Conditions statutory or otherwise as to quality or fitness for any purpose are excluded and the Customer relies on his own judgement. No Goods may be returned to Joiman without the prior written approval of Joiman being first obtained. If such approval is obtained the Goods concerned shall be returned to Joiman properly packaged so as to prevent damage in transit and within fourteen (14) days from the date of delivery.

Joiman shall not otherwise be subject to nor incur and the Customer releases Joiman from any claims, action or liability (including any expenditure, consequential loss or damage, loss of use or profits resulting from or by reason of any suspension or avoidance under this clause or faulty or defective original or replacement Goods, materials or workmanship, negligence or any act matter or thing done, permitted or omitted by Joiman. Any Goods approved for return to Joiman as aforesaid shall be the property of Joiman to dispose of as it sees fit.

14. Cancellation

In event of the Customer's death, insolvency, bankruptcy or winding up suspension of payments, dissolution or modification or partnership, non payment for or non acceptance of any delivery Joiman may cancel this contract or suspend or continue deliveries always reserving all rights to recover from the Customer an loss occasioned thereby. Cancellation of orders on whole or in part cannot be accepted without Joiman consent in writing and then only on terms that the Customer will compensate Joiman for all work done and materials used to the date of cancellation and the loss of profit suffered by Joiman as a result thereof.

15. Retention Of Title

• (a) Until the Customer has paid to Joiman all monies owed in respect of the Goods supplied to it by Joiman and which price is stated on Joiman Invoice (including any interest payable in accordance with the provisions of clause 2 (b) hereof) the legal and equitable title on those Goods shall be, and be deemed to be, retained by Joiman and the Customer shall merely be a bailee of the Goods and a fiduciary agent of Joiman.
• (b) The Customer is required to ensure that the Goods are separately stored and identified in the Customer's premises.
• (c) Insofar as the Customer is empowered to resell the Goods, the Customer resells as principal in relation to any sub-purchaser and has no right to commit Joiman to any contractual relationship or liability to any third party. As between Joiman and the Customer, the Customer is to sell as fiduciary agent.
• (d) The Customer as agent and fiduciary of Joiman is however permitted to sell the Goods to third parties in the normal course of trading provided that all monies received by the Customer there from (or so much thereof as equivalent to the amount then owed by the Customer to Joiman) shall be held by the Customer in trust and in a separate bank account with properly maintained records for the benefit of and on behalf of Joiman and paid to Joiman in reduction of any debt owed by the Customer to Joiman.
• (e) If the Customer becomes insolvent, commits any act of insolvency or defaults in payment to Joiman, Joiman shall have the right to retake possession of the Goods and to enter upon the Customer's premises to retake possession of the Goods without prejudice to any other rights of Joiman.
• (f) If the Customer uses, mixes or transforms the Goods the Customer shall keep records from any Third Party in respect of any article, building or services containing the Goods so used, mixed or transformed as equates to the price of the Goods supplied and so used, mixed or transformed shall be held in trust and in a separate bank account with properly maintained records for the benefit and on behalf of Joiman and paid to Joiman in reduction of any debt owed by the Customer to Joiman when due. Nothing on this sub-clause shall be construed or deemed to create legal or equitable charges on the Goods, any article, building services containing the Goods so used, mixed or transformed or the proceeds of sale thereof from any third party.
• (g) Notwithstanding anything herein contained all risk in the Goods passes to the Customer upon delivery to the Customer.
• (h) Joiman has the right of resale of the Goods in the event Joiman retakes possession of them.
• (i) The Customer consents to allow Joiman reasonable access to its premises in order to inspect the Goods at any time or to retake possession of them in accordance with these conditions of sale.

16. Outstanding Accounts

Without derogating from any of the matters referred to in these Terms and Conditions, particularly the right of Joiman against the Customer in respect of unpaid accounts, the Customer hereby charges and sets over for the benefit of Joiman such book debts standing in the books of account of the Customer from time to time as related to monies owing in respect of the Goods sold by the Customer to Third Parties until all outstanding payments to be made by the Customer to Joiman in respect of such Goods are in fact made to Joiman.

17. General

The Customer placing an order with Joiman (whether the order shall be verbal or written) shall be deemed to accepted these Terms and Conditions of sale (whether these Terms and Conditions of sale appear on the back of invoice or delivery docket or are otherwise brought to the notice of the Customer) and if these Terms and Conditions of sale (which shall only be varied or rescinded by written agreement executed by Joiman) shall differ in any respect from the Customer's order, then these Terms and Conditions of sale shall prevail.

This contract shall in all respects be construed as a contract according to the laws of the State of Victoria.