Terms & Conditions

1. Application of Terms

1.1 These Terms and Conditions (Terms) apply to and govern all contracts entered into by SA Building & Construction Supplier Pty Ltd trading as Quality Outdoor Blinds and Just Quality (ABN 23 604 334 330) (Just Quality) for the supply of Products or Services or both, to any person or legal entity (Customer). Any Customer who agrees to purchase the Products or receive the Services from Just Quality will be deemed to accept these Terms to the exclusion of all other terms.

1.2 Subject to clause 1.3 the following documents form the Agreement under which Just Quality will provide the Products or the Services, or both the Products and the Services, to the Customer:

(a) these Terms; and

(b) the Contract Form; and

(c) any additional warranty,

(together, the Agreement)

1.3 In the event of any inconsistency between the Terms, the Contract Form and any warranty provided by Just Quality the Contract Form followed by the additional warranty will take precedence over these Terms.

2. Ordering Products and Services

2.1 The Customer may order Products, pursuant to a written order in the form specified by Just Quality (Contract Form). The Contract Form must set out at least the date of the order, a description of the Products required, the quantity of Products required, the Terms, any licence held by Just Quality in relation to the Services, the applicable Price and the place of delivery.

2.2 No Contract Form will be deemed accepted by Just Quality unless and until confirmed in writing by Just Quality.

2.3 Just Quality will use its reasonable endeavours to supply the Products to the Customer in accordance with the applicable Contract Form.

2.4 Subject to any cooling off rights the Customer may have at law as set out in the attached Notice (if any), the Customer agrees that a Contract Form which has been accepted by Just Quality may not be cancelled by the Customer except with the prior written Agreement of Just Quality and on such terms and conditions as Just Quality may require. Just Quality is entitled to retain any deposit paid by the Customer in respect of a cancelled order for the applicable Contract Form.

2.5 The Products or Services may be varied by written agreement between Just Quality and the Customer, with the Price adjusted and any extensions of time communicated accordingly.

2.6 Just Quality may from time to time notify the Customer of any matter which would or may effect supply or delivery of the Products.

3. Products

3.1 The Customer understands that variations in the Products may exist in different batches of production. Samples are provided to the Customer to give an indication of colour, style and look. Just Quality does not guarantee an exact match to any sample as manufacturing variances, that are outside of Just Quality’s control, may apply.

4. Services

4.1 Where Just Quality is providing Services pursuant to a Contract Form, Just Quality is required to perform the Services in accordance with these Terms and the relevant laws and regulations of the State of South Australia.

4.2 Just Quality is not responsible for any rectification work or remedying any prior defects that are uncovered in the course of delivering the Services. Where such circumstances arise, Just Quality and the Customer will agree on a suitable resolution which may include termination of the Agreement if Just Quality is unable to perform the services due to a breach of clause 5.1.

4.3 Just Quality will endeavour to progress the Customer’s order in a timely manner. Any dates specified in the Agreement are estimates only.

5. Customer obligations

5.1 The Customer is required to:

(a) ensure that Just Quality has unencumbered and unobstructed access to and from the site on which the Products will be delivered or the Services performed, including but not limited to the removal of any vehicles or obstructions restricting access, by the time requested by Just Quality;

(b) provide proof, upon request from Just Quality, that the Customer is the legal owner or has sufficient legal tile and rights in respect of the site where Services will be performed;

(c) ensure that any relevant approvals required to perform the Services have been procured and shared with Just Quality, where relevant;

(d) ensure Just Quality has access to power and water to perform the Services, where applicable;

(e) procure any information related to the Services as required by Just Quality, including but not limited to, any easements, encumbrances, rights of way, plans or schematics regarding underground infrastructure at the site;

(f) be available to discuss with Just Quality any selections regarding the Products in a timely manner;

(g) pay the Price in accordance with clause 6; and

(h) assist Just Quality in any way reasonably required, including by keeping away any pets, children and visitors from the site so that Products can be delivered and the Services performed, as applicable.

5.2 Where the Customer fails to meet it’s obligations under clause 5.1, Just Quality:

(a) will not be liable for any accidental damage caused by the Customer’s non-compliance;

(b) may claim from the Customer any additional costs incurred including any legal costs required to enforce it’s rights under this Agreement;

(c) may extend the proposed dates in the Agreement; or | page 2

(d) may adjust the Price accordingly.

6. Price and payment terms

6.1 All Products or Services, or both, will be supplied to the Customer at the price set out in the Contract Form which is inclusive of GST (Price). The Price unless expressly stated on the Contract Form does not include the costs of delivery and supply of the Products to the Customer.

6.2 Just Quality will be entitled to invoice the Customer for the Price (and any associated delivery, transportation and storage costs) in accordance with the payment schedule set out in the Contract Form.

6.3 Any taxes or other charges will be added to the Price of the Products or the Services either as a separate item or included in the invoice price.

6.4 The Customer must pay all invoices in full without setoff or deduction, in cleared funds to a bank account nominated by Just Quality or any other form of payment as required by Just Quality.

6.5 The deposit as specified in the Contract Form must be paid at the time that the Customer and Just Quality enter into this Agreement. For the avoidance of doubt, the Customer and Just Quality enter into this Agreement at the time and date on which the Customer signs the Contract Form.

6.6 If the Customer fails to make any payment by the applicable due date as stated in clause 6.2, Just Quality may:

(a) withhold any further Products or Services until such default is corrected; and/or

(b) seek and recover from the Customer, and the Customer agrees to pay, interest on all unpaid invoices at the rate equivalent to the rate charged by Australia and New Zealand Banking Group Limited for personal credit cards calculated daily, from the due date until the date that payment is received in full.

7. Delivery

7.1 Just Quality will deliver the Products to the Customer’s premises or other location as agreed in writing (Delivery Location).

7.2 Just Quality will arrange transportation of the Products to the Delivery Location (unless otherwise agreed with the Customer). The costs of delivery and warehousing will be paid by the Customer.

7.3 Any dates quoted by Just Quality for the delivery of the Products, which will be based upon Just Quality’s normal manufacturing lead times, are approximate only. Just Quality will use its best endeavours to meet any delivery times reasonably requested by the Customer and as set out in the Contract Form. Time for delivery will not be of the essence under any Agreement.

7.4 Just Quality will not be liable to the Customer for any direct, indirect or consequential losses, damages, liabilities, costs or expenses incurred by the Customer as a result of any failure by Just Quality to deliver the Products by any estimated or confirmed delivery date.

7.5 Where the Customer causes Just Quality to incur any additional expenses for the storage of the Products, then Just Quality will adjust the Price by an increase of $10 per day until which time, the Customer provides sufficient access to Just Quality and taking into account the availability of Just Quality being able to provide special consideration for delays caused by the Customer.

8. Risk and title

8.1 For the provision of Products only, risk in the Products passes to the Customer upon delivery.

8.2 For the provision of Products and Services, risk in the Products and Services (the Works) passes to the Customer upon completion.

8.3 Title to the Products or Works, as applicable does not pass to the Customer until the later of delivery, for Products, or when Just Quality has received full payment (in cleared funds) for the Products and Services in accordance with clause 6.

8.4 Where Just Quality has not been paid in full as set out in clause 8.3, the Customer holds the Products delivered on trust for Just Quality and the Customer must store the Products in such a way that they are clearly recognisable as Just Quality’s property.

8.5 Any surplus material remaining post completion of the Services remains the property of Just Quality.

9. Defective Products

9.1 The Customer must inspect the Products or the Works immediately upon:

(a) Delivery of the Products; or

(b) Completion of the Services,

as applicable and inform Just Quality if it identifies any defects or faults within ten Business Days of the Products being delivered or the completion of the Works.

9.2 In the event that a claim has been made within the specified period and it is established that the defect was due to a defect in materials or workmanship present in the Products or Services, Just Quality shall rectify the defect in accordance with its obligations under the relevant applicable laws.

9.3 For the purposes of this clause 9, a defect does not include any damage or change in the Products or the Works as caused by weather conditions such as, storm damage, water intrusion or leaks caused by extreme or unusual weather.

10. Suspension and Termination

10.1 If the Customer is in breach of this Agreement, Just Quality may suspend the performance of the Services until the Customer remedies that breach within a reasonable time.

10.2 Just Quality may immediately terminate any Contract Form for Products or Services in whole or part by notice in writing at any time if:

(a) the Customer breaches any of its material obligations under these Terms and such breach is incapable of remedy within five Business Days after Just Quality requests that the Customer remedy it;

(b) the terms of the Contract Form are unable to be performed and a new Contract Form is required..

10.3 Upon termination for any reason the Customer must, if it has not already done so, pay to Just Quality any money due to Just Quality under the Agreement.

10.4 Termination of the Agreement will be without prejudice to the rights and remedies of Just Quality accruing up to the date of termination. Clauses 7, 8 and 11 survive termination of these Terms or any Agreement for any reason. | page 3

11. Liability

11.1 Nothing in these Terms operates to exclude, restrict or modify the application of any implied condition or warranty, provision, the exercise of any right or remedy, or the imposition of any liability, implied or conferred under the Australian Consumer Law or any other statute, the exclusion, restriction or modification of which would contravene that statute or cause any term within these Terms to be void (Non-excludable Obligation).

11.2 Except in relation to Non-excludable Obligations, all conditions, warranties, guarantees, rights, remedies, liabilities or other terms implied or conferred by statute, custom, or the general law that impose any liability or obligation on Just Quality are expressly excluded under these Terms.

11.3 In relation to Non-excludable Obligations (other than a guarantee as to title, encumbrances or quiet possession conferred by the Australian Consumer Law), except for products of a kind ordinarily acquired for personal, domestic or household use or consumption (in respect of which Just Quality’s liability is not so limited under these Terms), Just Quality’s liability to the Customer for a failure to comply with any Non-excludable Obligation is limited to supplying equivalent products or repairing the products or services, or payment of the cost of replacing the products.

11.4 Without limiting clauses 11.1 to 11.3:

(a) Just Quality will have no liability whatsoever to the Customer for any loss, harm, damage, cost or expense (including legal fees) in the nature of special, indirect or consequential loss or damage (including, without limitation, economic loss, loss of contract, loss of profit or revenue, loss of opportunity, loss of production or production stoppage); and

(b) Just Quality’s aggregate liability to the Customer arising directly or indirectly under or in connection with these Terms or the performance or non-performance of any Agreement and whether arising under any indemnity, statute, in tort (for negligence or otherwise), or on any other basis in law or equity is limited to an amount not exceeding the amount actually paid by the Customer in respect of the Products or the Services, the subject of the claim.

12. Goods and services tax

12.1 Unless specifically described in the Contract Form as ‘GST inclusive’, the Price does not include any amount on account of GST.

12.2 Where any supply to be made by Just Quality under an Agreement is subject to GST:

(a) the consideration payable for that supply but for the application of this clause 12 (GST Exclusive Consideration) shall be increased by, and the Customer shall pay to Just Quality, an amount equal to the GST payable by Just Quality in respect of that supply (GST Amount); and

(b) the Customer must pay the GST Amount to Just Quality at the same time and in the same manner as the GST Exclusive Consideration is payable or to be provided for that supply.

12.3 Notwithstanding any other provision of the Agreement, the Customer need not make any payment for a taxable supply made by Just Quality under or in accordance with the Agreement until Just Quality has given the Customer a tax invoice in respect of that taxable supply.

12.4 Unless the contrary intention appears, a word or expression used in this clause 12 which is defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the same meaning in this clause 12.

13. Force Majeure Event

13.1 If a Force Majeure Event prevents Just Quality from performing its obligations under an Agreement:

(a) those obligations of Just Quality will be suspended for as long as the Force Majeure Event continues;

(b) Just Quality will use its reasonable endeavours to mitigate the effect of the Force Majeure Event; and

(c) Just Quality will not be liable to the Customer for any liabilities, losses, damages, costs or expenses Customer suffers or incurs as a result of that Force Majeure Event.

13.2 If Just Quality is unable to fulfil a Contract Form due to a Force Majeure Event it may extend the date for delivery or amend the characteristics or specifications of any Products (including any Products forming part of an Contract Form) subject to the Customer’s consent not to be unreasonably withheld or delayed.

14. General

14.1 Once a Contract Form is accepted, these Terms can only be varied in respect of that Contract Form by Agreement of the parties in writing.

14.2 Each party must do or cause to be done all things necessary or desirable to give effect to, and must refrain from doing anything that would hinder performance of an Agreement.

14.3 The relationship between the parties is as independent contractors, and does not involve any relationship of agency, fiduciary, employment, partnership, joint venture or association.

14.4 A term or part of a term of any Agreement that is illegal or unenforceable may be severed from the Agreement and the remaining terms or parts of the terms of the Agreement continue in force.

14.5 A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

14.6 These Terms are governed by the law applicable in South Australia and each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of South Australia.

14.7 These Terms constitute the entire Agreement between the parties as to its subject matter and supersedes all other representations and Agreements in connection with the subject matter of the Terms.

14.8 A Contract Form which incorporates these Terms may be executed in any number of counterparts and all counterparts when exchanged will be taken to constitute one document.

15. Representations and warranties

15.1 Any warranty provided by Just Quality is in addition to any other rights and remedies the Customer may have under relevant applicable laws in relation to the Works. | page 4

15.2 Any warranty by Just Quality is Product specific and is provided to the Customer with the Contract Form.

15.3 Any warranty provided by Just Quality will come into effect once the Customer has satisfied its obligations under clause 6 and returned to Just Quality a completed customer satisfaction slip upon completion of the Works.

16. Interpretation

16.1 In these Terms unless the contrary intention appears:

Australian Consumer Law means the Australian Consumer Law set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth), as amended or replaced from time to time

Business Day means a day that is not a Saturday, Sunday or public holiday in Adelaide, South Australia.

Force Majeure Event means anything outside the reasonable control of Just Quality, including any act or omission of a third party or failure of a supplier that is beyond Just Quality’s reasonable control and may include fire, flood, earthquake, acts of God, riot, civil disorder or failure of any machinery.

Contract Form has the meaning given to that term as specified in clause 2.1.

Products means the products produced, assembled and/or supplied by Just Quality as varied from time to time.

Services means the work which Just Quality is required by the Contract Form to perform.

Works means the final deliverable(s) under the Contract Form constituting the Products and Services as stipulated in the applicable Contract Form.

16.2 In these Terms, unless the contrary intention appears:

(a) the singular includes the plural and vice versa, and a gender includes other genders;

(b) another grammatical form of a defined word or expression has a corresponding meaning;

(c) a reference to A$, $A, dollar or $ is to Australian currency;

(d) a reference to time is to time in South Australia, Australia;

(e) a reference to a party includes the party’s executors, administrators, successors and permitted assigns and substitutes;

(f) a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;

(g) the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;

(h) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of these Terms or any part of it;

(i) if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day; and

(j) headings are for ease of reference only and do not affect interpretation.