1. DEFINITIONS

"Automatic Gates and Doors" Automatic Gates and Doors Pty Ltd.
"(The) Customer" The person or firm or company purchasing equipment from Automatic Gates and Doors.
"(The) Equipment" The Equipment means the products the subject of a contract of sale to which these Terms and Conditions of Sale apply.
"(The) Conditions" The Terms and Conditions of Automatic Gates and Doors herein contained relating to the supply of the Equipment
"(The) Order" The order placed by the Customer for the supply of the Equipment
"GST" Goods and Services Tax payable under "A New Tax System (Goods and Services Tax) Act 1999.
"Reseller" means a person who sells to end users.

2. ORDERS

All orders are deemed to have been made by the Customer and accepted by Automatic Gates & Doors upon and subject to these Conditions as augmented by any express terms and conditions which accompany the Equipment or are contained in any distribution agreement between Automatic Gates and Doors and the Customer. Subject to Clause 12 below all other terms and conditions, warranties, guarantees and reservations (express or implied, statutory or otherwise) are hereby expressly excluded.

3. PRICE

The total price to be paid by the Customer is the total of the GST exclusive value and the GST.

4.  PAYMENT

4.01 The Customer shall make payment in full without any deduction or withholding whatsoever on any account within that period shown on the face of this invoice or at some later date following invoicing which must be clearly evidenced in writing as having been agreed between Automatic Gates and Doors and the Customer.

4.02 If payment is not received in full when due, the Customer shall pay interest on the unpaid amount at a rate per annum which is 5% (five per cent) above the National Australia Bank Limited's benchmark rate from time to time.

4.03 If payment is to be made by installments the failure of the Customer to pay an installment in due time shall entitle Automatic Gates and Doors to treat such failure as a repudiation of the whole contract by the Customer and to recover damages for breach of contract.

4.04 Automatic Gates and Doors reserves the right to defer without penalty delivery of any Equipment which has been ordered by the Customer so long as any amount remains overdue for payment or any credit limit is exceeded.

4.05 No claim by the Customer in respect of the Equipment comprised in one delivery of Equipment shall entitle the Customer to withhold payment of the whole or any part of the price payable in respect of any other delivery of Equipment.

4.06 All sums unpaid by the Customer shall become immediately due and payable and any permission granted to the Customer under sub-clause 5.07 to sell the Equipment shall forthwith terminate in the event that the Customer fails to observe any of the terms of the contract or compounds with its creditors or becomes bankrupt or has a receiver appointed on all or any part of its assets or business or suffers the presentation of a winding up petition, or passes a resolution for its winding up (otherwise than for the purpose of amalgamation or reconstruction) or suffers any distress or execution to be levied or threatened on any of its assets or fails to satisfy any judgement against it within 14 (fourteen) days or in the opinion of Automatic Gates and Doors is unable to pay its debts.

5. PROPERTY AND RISK

5.01 Upon delivery, the Equipment shall be at the Customer's risk and the Customer shall insure and keep insured the Equipment for its full insurable value.

5.02 Notwithstanding sub-clause 5.01 above property and ownership in the Equipment will not pass to the Customer but will remain with Automatic Gates and Doors until Automatic Gates and Doors has received payment in full of the total price of the Equipment including any GST and interest payable and all other amounts owing to Automatic Gates and Doors (and all amounts owing to any related body corporate of Automatic Gates and Doors) by the Customer on any account whatever, whether or not such sums shall have become due for payment.

5.03 Where payment is to be made by installments the full purchase price of the Equipment will be deemed not to have been paid until such time as all installment payments together with any amounts due in respect of GST and interest have been made.

5.04 Until property and ownership in the Equipment pass to the Customer in accordance with this clause 5, the Customer shall hold the Equipment as fiduciary bailee and agent for Automatic Gates and Doors and the Equipment shall be stored separately from any other assets, marked in such a way that it is clearly identifiable as Automatic Gates and Door's property and kept in a manner which enables it to be identified and cross referenced to particular invoices.

5.05 Without prejudice to any other rights held by Automatic Gates and Doors under these Conditions or at law, in the event of any default in payment of the amounts referred to in sub-clause 5.02 above, Automatic Gates and Doors shall have the right by its employees, servants or agents to enter without notice at any time upon any land or building, vehicle or vessel or other place upon which the Equipment is reasonably thought to be situated to do all things necessary in order to take possession of the Equipment, including dismantling anything into which the Equipment or any of it has been incorporated. The Customer shall be liable for all Automatic Gates and Door's costs of whatsoever nature of and associated with the exercise of this right and such costs shall be payable on demand.

5.06 The Customer may not deal with, sell, part with possession of, change the character of, convert or otherwise dispose of or handle any of the Equipment sold hereunder until property and ownership therein have passed to the Customer in accordance with this clause 5, unless the Customer is a Reseller in which case clause 5.07 will apply.

5.07 If the Customer is a Reseller then unless otherwise notified in writing, the Customer may sell the Equipment by way of bona fide sale in the ordinary course of business on its standard terms and conditions but may not otherwise deal with, sell, part with possession of, change the character of, convert or otherwise dispose of or handle any of the Equipment sold hereunder until property and ownership therein have passed to the Customer in accordance with this clause 5.

5.08 Where any of the Equipment is sold by the Customer before property and ownership therein have passed to the Customer in accordance with this clause 5, that sale will constitute a sale by the Customer of Automatic Gates and Door's property. The proceeds of any Equipment sold shall be kept in a separate bank account and shall not be mixed with any other moneys, including funds of the Customer.

5.09 This clause 5 shall apply notwithstanding the granting of any credit to the Customer by Automatic Gates and Doors.

6. CLAIMS

No claims in reference to items on this invoice will be recognised unless such claim is made in writing within 7 (seven) days of delivery.

7.  CONSEQUENTIAL LOSS

Automatic Gates and Doors hereby expressly excludes to the extent permitted by Law any liability (arising in contract or in tort or however otherwise arising) for:

1. (i) Consequential loss or damage caused by or arising out of the use of the Equipment or occurring in respect of the Equipment;

2. (ii) Loss or damage due to fair wear and tear or negligence or improper use, operation, storage or handling of (without prejudice to the generality of the foregoing) the use or operation of the Equipment other than strictly in accordance with Automatic Gates and Door's written instructions as supplied with the Equipment;

3. (iii)Loss, injury or damage (including consequential loss) arising from fire, accident, industrial dispute, civil disturbance or any other act of accidental default interfering with the manufacture, dispatch or delivery of the Equipment and beyond the control of Automatic Gates and Doors.

8. NO WAIVER

A failure to exercise or enforce, a delay in exercising or enforcing, or conduct which is inconsistent with the exercising or enforcing, any right or remedy held by Automatic Gates and Doors in relation to these Conditions will not in any way preclude or operate as a waiver of the exercise or enforcement of that right or remedy.

9. ASSIGNMENT

Unless otherwise agreed in writing the Customer will not assign either the benefit or the burden of any contract with Automatic Gates and Doors.

10. SEVERABILITY

If one or more of the provisions of these Conditions should be void, unenforceable or invalid, the remaining provisions of these Conditions shall not thereby be affected and shall continue in full force and effect.

11. RELATIONSHIP OF THE PARTIES

Subject to clause 5, the parties acknowledge that neither of them is an agent or partner of the other for any purpose, and that each of them is entirely without authority to act on behalf of the other in any manner.

Automatic Gates and Doors shall not be responsible to third parties for any claim arising out of the activities of the Customer and the Customer shall hold Automatic Gates and Doors harmless against any claim arising in connection herewith and indemnify and hold harmless Automatic Gates and Doors for any amount which Automatic Gates and Doors may be required to pay as a result of any claim.

12. CONSUMER RIGHTS

The Trade Practices Act and other statutes may imply warranties or conditions or impose obligations upon Automatic Gates and Doors which cannot, or can only to a limited extent, be excluded, restricted or modified. Such of these Conditions that exclude or limit Automatic Gates and Door's liability shall apply only to the extent permitted by law and these Conditions shall be construed subject to such statutory provisions. If such statutory provisions apply, and to the extent lawfully permitted, Automatic Gates and Door's liability there under shall be limited to:

1. (i) the replacement of the Equipment or the supply of equivalent goods;
2. (ii) the payment of the cost of replacing the Equipment or the supply of equivalent goods;
3. (iii) the repair of the Equipment; or
4. (iv) the payment of the cost of having the Equipment repaired.

13. GOVERNING LAW

These Terms and Conditions of Sale shall in all respects be governed by and construed with the Laws of Queensland, and each party irrevocably and unconditionally submits to the jurisdiction of the Courts of that State.