1. Definitions
1.1. Customer: Any person, organization, or entity requesting Goods from the Seller as outlined in any order, invoice, or document.
1.2. Goods: Any products or services available for sale by the Seller to the Customer, as requested by the Customer.
1.3. Order: A request made by the Customer to the Seller for the supply of Goods.
1.4. Quotation: A price estimate issued by the Seller to the Customer for the supply of Goods.
1.5. Price: The amount payable for the Goods as specified in clause 4.
1.6. Seller: JMB Garage Doors (ABN 44 138 744 145).
1.7. Services: Any services provided by the Seller to the Customer upon request.
1.8. Terms: These terms and conditions that govern any supply of Goods by the Seller to the Customer.

2. Supply of Goods / Supply and Installation of Goods
2.1. The Seller may provide a Quotation upon request or accept an Order for the supply of Goods from the Customer.
2.2. Quotations remain open for acceptance for the specified period or 15 days unless withdrawn earlier. All Quotations are estimates and subject to correction or change before the Seller accepts the Order. Prices listed are accurate as of the date of the Quotation.
2.3. Orders must specify the goods or services required, the quantity, and reference any related Quotation.
2.4. The Seller may supply goods or services that differ slightly from the Customer’s Order, provided the variations are not material. Any variation requested by the Customer must be confirmed in writing by the Seller.
2.5. The Seller reserves the right to cancel or terminate any Order at its discretion without cause. In such cases, any payment made by the Customer will be refunded, and the Seller will not be liable for any loss or damages resulting from the cancellation.
2.6. The Seller may withhold supply at any time, including if the Customer is in default of these Terms or if the Seller determines that credit should no longer be extended. The Seller is not liable for any loss or damage caused by such action.
2.7. If the Customer cancels an Order, they remain liable and must indemnify the Seller for any losses incurred, including but not limited to loss of profits.

3. Acceptance
3.1. The Customer warrants that it has the authority to enter into this agreement, is solvent, and can pay its debts as they become due. The agreement is legally binding, and all information provided by the Customer is accurate in all material respects.
3.2. The Customer acknowledges that these Terms apply to any Quotation, Order, or supply of Goods and accepts them without modification, agreeing to be bound by them.
3.3. In case of any inconsistency, these Terms take precedence over any other documents or agreements.
3.4. If the Customer acts as a trustee, they agree to bind both the trust and themselves personally, as well as any future trusts of which they become a trustee.
3.5. The Customer acknowledges that the Seller may revise these Terms from time to time. The Seller will provide written notice of changes, and the Customer is deemed to have accepted the updated Terms if they place further orders or make payments after the notification.

4. Payment, Credit and Price
4.1. The Price is determined at the Seller’s discretion, based on the Quotation, invoice, or current price list at the time of supply. If costs related to insurance, duties, labor, or other factors increase, the Customer is liable for these additional charges, which will form part of the final Price.
4.2. A 50% deposit is required upon placing an Order, with the remaining balance due on the delivery date, unless otherwise agreed in writing by the Seller.
4.3. Prices exclude Goods and Services Tax (GST), unless stated otherwise.
4.4. GST will be added at the prevailing rate and is payable by the Customer alongside the Price. Any additional taxes, duties, or charges are also the Customer’s responsibility unless explicitly included in the Price.
4.5. Payment terms are as set by the Seller and may be adjusted without prior notice. Payment is generally due upon delivery, within seven (7) days of the invoice, or as stated on the invoice.
4.6. Payments can be made via cash, electronic transfer, credit card, or any other method approved by the Seller.
4.7. Late payments or those incurring additional bank fees, including credit card fees, may attract a charge by the Seller.
4.8. If credit is provided, it is for business purposes only.
4.9. The Seller reserves the right to alter or withdraw any credit facility at its discretion. If the Customer’s payment exceeds the agreed terms, all amounts become immediately payable, and future Orders must be paid in cash on delivery until outstanding balances are cleared.

5. Unpaid Invoices, Interest and Costs
5.1. If invoices or amounts remain unpaid past the due date, the Seller may charge interest on the overdue amount at a rate of 10% per annum, calculated daily from the due date until payment is made.
5.2. The Customer cannot set off, deduct, or withhold payment for any reason, including disputes or claims against the Seller.
5.3. The Customer is responsible for all costs incurred by the Seller in recovering unpaid amounts or enforcing these Terms, including legal fees, mercantile agents’ fees, and bank dishonor fees.
5.4. The Seller may retain any goods or documents held on behalf of the Customer until all outstanding payments are made.

6. Title
6.1. Until full payment is received by the Seller for all Goods and amounts owed, and all obligations under these Terms are met:
6.1.1. Title and ownership of the Goods remain with the Seller.
6.1.2. The Customer must act as a fiduciary bailee, holding the Goods for the Seller and returning them upon request, including Goods in transit.
6.1.3. The Customer must hold any insurance proceeds for the Goods in trust for the Seller if the Goods are lost, damaged, or destroyed.
6.1.4. The Customer must keep the Goods separate from its own and maintain the Seller’s labelling and packaging.
6.1.5. The Customer must not encumber or grant an interest over the Goods while they remain the Seller’s property.
6.1.6. The Customer must not alter or mix the Goods with other items; if it does, it must hold the mixed Goods in trust for the Seller and sell or dispose of them as directed by the Seller.
6.1.7. The Customer may only sell or dispose of the Goods in the ordinary course of business as the Seller’s agent and must hold and deliver any proceeds from such sales to the Seller on demand.
6.1.8. The Customer must keep the sale proceeds in a separate bank account, not secured, for the Seller’s benefit; failure to do so does not affect the Customer’s trustee obligations.
6.1.9. The Seller may, without notice, enter premises to recover the Goods, even if they are attached to other property, and the Customer irrevocably licenses the Seller to do so and indemnifies the Seller against related costs or claims.
6.2. 1.2 The Seller can pursue legal action to recover outstanding payments regardless of the Goods’ ownership status.

7. Risk and Insurance
7.1. Despite the transfer of risk, ownership of all goods delivered by the Seller remains with the Seller until full payment for all goods supplied has been made. If the goods are lost, damaged, or destroyed after delivery but before ownership transfers to the Customer, the Seller is entitled to any insurance proceeds for the goods.

8. Delivery
8.1. The Seller accepts no responsibility or duty to deliver but may arrange delivery by such means and in such packaging as the Seller shall determine in its discretion and without liability at the Customer’s cost and risk and to the address nominated by the Customer on the following basis:
8.1.1. the Customer shall pay all freight and other charges associated with the delivery and delivery may be made in instalments in the Seller’s discretion;
8.1.2. If the Customer has provided reasonable notice of its specific requirements, the Seller shall make reasonable endeavours to meet those requirements and achieve delivery on or about that date, subject to the Seller’s delivery schedule from time to time;
8.1.3. the Customer must take delivery of the goods whenever the goods are tendered for delivery and the Customer shall be present at the agreed place and time for delivery. If not present, the Seller may in its sole discretion, unload the good at that place and in which case the goods will be at the sole risk of the Customer and the Seller will not be responsible for any claims, costs or losses;
8.1.4. the Seller does not represent that the goods will be available on that date and any date given for delivery is an estimate only and in the event that the Seller is unable to deliver the goods on that date, it shall not be liable for any loss (including consequential loss) for any failure or a delay in delivery. The Seller is not liable for any amount payable by the Customer to a third party as a result of a failure or delay in delivery by the Seller due to any cause whatsoever; and
8.1.5. the Seller may charge the Customer for frustrated delivery including where the Customer is unable to take delivery of the goods as arranged for an amount equal to the Seller’s reasonable costs.
8.2. All the goods shall be paid for prior to delivery, irrespective of whether delivery is a part of the Price. In the Seller’s discretion, the cost of delivery may be included in the Price or may be charged in addition to the Price.

9. Warranties
9.1. To the extent permitted by law, the Seller provides no warranties for the goods beyond those provided by the manufacturer. The only warranties available are those offered by the manufacturer, not the Seller. If required by law, the manufacturer’s warranties are assigned to the Customer, and the rights under these warranties transfer with the goods. The Seller is not liable for any manufacturer’s warranty obligations, except as required by law.
9.2. The Seller expressly excludes and denies any warranties or conditions implied by law to the maximum extent permitted, including but not limited to merchantable quality, fitness for purpose, and suitability. These Terms do not exclude any statutory warranties implied by the Competition and Consumer Act 2010 (Cth).
9.3. For clarity, the Customer acknowledges and agrees that:
9.3.1. No warranty is provided if the Customer has not paid the Price in full; and
9.3.2. No warranty applies if the Customer fails to service any main entrance garage door within six (6) months of installation.
9.4. Furthermore, the Customer acknowledges and agrees that:
9.4.1. The Customer shall rely on its own expertise regarding the purpose of the goods. Any advice or assistance provided by the Seller or its representatives is given at the Customer’s risk and should not be relied upon as expert advice.
9.4.2. The Seller is not liable for any failure to meet the Customer’s requirements if those requirements are not precisely and accurately communicated in writing to the Seller before the agreement for the supply of Goods.

10. Defects and Return of Goods
10.1. The Customer must inspect the goods immediately upon delivery and conduct any necessary tests to identify defects. The Customer should also take reasonable steps to minimize any loss or damage resulting from a defect.
10.2. Any claims for credit due to damaged, defective, or incorrectly delivered goods must be notified to the Seller immediately. The Customer must provide written notice of any alleged defects, damage, faults, irregularities, shortages, or failure to comply with the description or Quotation within 5 business days of delivery, including full details of the claim.
10.3. The Seller must be given a reasonable opportunity to inspect, test, and take samples of the goods in question. If the Seller’s representative has not inspected the goods, the Customer will not be entitled to any credit. Until the Seller has conducted this inspection, the Customer must take proper care of the goods. Failure to do so may result in the Seller refusing to accept the claim.
10.4. If the Customer does not make a claim as outlined in clause 10.2, the Seller will not accept any claims. The Customer will be deemed to have accepted the goods, and will not be entitled to reject them or seek any remedies (including damages) from the Seller. The quantity of goods stated on the delivery docket or invoice will be considered correct.
10.5. The Seller is not obligated to accept the return of non-defective goods or to issue a refund. However, at its discretion, the Seller may accept returns. If accepted, the Seller may impose a handling charge of up to 10% of the credit claimed, in addition to any freight costs. Goods must be returned to the Seller’s premises, in their original packaging (if applicable), and in a condition similar to that at the time of delivery. The return will be at the Customer’s expense.
10.6. Subject to the Competition and Consumer Act 2010 (Cth), the Seller is not liable for defects if the defect or damage is due to the Customer’s failure to properly maintain or store the goods, misuse of the goods, continued use after a defect became apparent, or if the defect should have been obvious to a reasonable user. This also includes failure to follow provided instructions or directions, fair wear and tear, accidents, or events of force majeure.
10.7. Goods that are custom-made, damaged or lost in transit, specially ordered and not in the usual stock list, or altered or damaged by the Customer, will not be accepted for return or credit.
10.8. Notwithstanding the above, if the Seller is legally required to accept a return, it will do so in accordance with the legal conditions.

11. Release and Indemnity
11.1. The Customer agrees to release and indemnify the Seller and keep the Seller indemnified against any and all costs, damages, liabilities, expenses, or losses, including indirect and consequential losses (such as loss of profit), incurred by the Seller. This indemnity applies in relation to the Customer or any third party, where the costs, damages, liabilities, expenses, or losses arise from or are contributed to by:
(a) The goods supplied or services performed; (b) Any defect or fault in workmanship or design, or their use; (c) A breach of these Terms; (d) Any other reason whatsoever.

The Customer’s obligation to indemnify the Seller is not limited to, and includes, any costs or losses associated with the above situations.

12. Limitation of Liability

12.1. To the fullest extent permitted by law, the Customer agrees that, except where the Customer is a consumer under the Competition and Consumer Act 2010 (Cth), the Seller’s liability for any cost, damage, liability, expense, or loss (including those resulting from the Seller’s negligence or breach of any condition or warranty) is limited, at the Seller’s absolute discretion, to:
(a) The value of any express warranty provided by the Seller to the Customer or any warranty to which the Customer is entitled; (b) Replacement of the goods or services, or supply of equivalent goods; (c) Repair of the goods; (d) Repayment of the purchase price if payment has been received from the Customer; or (e) Payment of the cost of replacing, repairing, or acquiring equivalent goods.
In no case shall the Seller be liable for an amount exceeding the Price.
12.2. If the Seller is required to replace the goods or remedy the services under the Competition and Consumer Act 2010 (Cth) but is unable to do so for any reason, the Seller may refund the Price, provided the Price has been paid by the Customer.
12.3. The Customer agrees that the Seller is not responsible for any damages caused to the goods or resulting from the malfunction of the goods if they have been adapted for an unintended use, modified with components not recommended or approved by the manufacturer, or placed in inappropriate containers.
12.4. The Seller is not liable for any personal injury or death, property damage, or any contingent, consequential, direct, indirect, special, or punitive damages, whether due to negligence by the Seller or its employees or agents, or otherwise. The Customer acknowledges this limitation and agrees to limit any claims accordingly.
12.5. No term, condition, agreement, warranty, representation, or understanding, whether express or implied, other than these Terms, is made or given by or on behalf of the Seller.
12.6. The Customer is not entitled to make any claims against the Seller if there are any outstanding amounts owed by the Customer to the Seller.

13. Security
13.1. To secure the Customer’s performance of its obligations, the Customer—and, if the Customer is unincorporated, each proprietor of the Customer—grants the Seller a charge over all current and future beneficial interests (both freehold and leasehold) in real and personal property held by the Customer or its proprietors.
13.2. Upon request by the Seller, the Customer or, if applicable, the proprietor, agrees to immediately execute a consent to caveat, caveat, or mortgage as required by the Seller to secure the obligations under this clause. The Customer or proprietor irrevocably appoints the Seller and any director, credit manager, or solicitor engaged by the Seller as their true and lawful attorney to execute and register all necessary documents to enforce this security.
13.3. The Customer indemnifies the Seller for all costs and disbursements, including legal costs on a solicitor-and-own-client basis, incurred in exercising the Seller’s rights under this clause.

14. Statement of Debt
14.1. A certificate signed by a director, secretary, financial controller, credit manager, or any other authorized person of the Seller will be considered prima facie evidence of the Customer’s indebtedness to the Seller.

15. Privacy and Credit Information
15.1. The Customer irrevocably authorizes the Seller to make inquiries, exchange, collect, and use personal and credit information about the Customer. This may include information related to property, business, or solvency matters. The Seller may seek this information from trade references, financiers, other credit providers, credit reporting bodies, government departments, or similar organizations (Information Providers) for the following purposes:
(a) Assessing the Customer’s credit position.
(b) Investigating the Customer’s creditworthiness in relation to the credit provided by the Seller.
(c) Marketing purposes, unless the Customer has opted out of direct marketing.
(d) Providing a credit facility for supplying Goods to the Customer and notifying the credit provider of any default.
(e) Obtaining or updating a credit report from a credit reporting body.
15.2. The Customer acknowledges that the information exchanged may include details about the Customer’s creditworthiness or credit history.
15.3. The Customer consents and irrevocably authorizes Information Providers to disclose any relevant information about the Customer to the Seller. The Seller may use this information for the purposes listed above and disclose it to interested parties (including overseas third parties) as permitted by the Privacy Act 1988 (Cth) and the Australian National Privacy Principles.
15.4. To the extent permitted by law, the Customer agrees to waive all rights under the Privacy Act 1988 (Cth), unless the Customer withdraws this consent.

16. Default
16.1. Without limiting any other remedies available, if the Customer becomes insolvent, appoints an administrator, receiver, receiver and manager, liquidator, or trustee in bankruptcy, or breaches any term of these Terms (including payment terms), all monies become immediately due and payable. The Seller may:
(a) Terminate or suspend the supply of Goods.
(b) Retain all payments made and/or take immediate possession of any unpaid goods.
(c) Cease all future deliveries.
(d) Cancel any unfulfilled orders in whole or in part.
(e) Recover from the Customer any loss of profits resulting from the Customer’s default.
16.2. If the Seller exercises these rights, it is not liable for any consequential loss or damages suffered by the Customer.

17. Customer Restructure
17.1. The Customer must notify the Seller in writing of any changes to its structure or management, including changes in directors, shareholders, partnerships, trusteeships, or management, or any changes to its name or address. If the Customer fails to provide such notice, the Customer agrees to indemnify the Seller against any resulting loss.

18. Miscellaneous
18.1. Notices
A notice, demand, waiver, approval, or other document given under these Terms must be in writing. It may be delivered to the recipient by personal service, prepaid post, facsimile, or email to the address provided by the parties from time to time.
18.2. Severance
If any provision or part of a provision of these Terms is invalid or unenforceable, that provision or part will be severed. The remaining provisions will continue to be valid, binding, and enforceable.
18.3. Waiver
Rights under these Terms can only be waived if agreed to in writing and signed by the Seller. A waiver of any right or provision does not constitute a continuing waiver of that right or provision. The Seller’s delay or failure to exercise any right or remedy does not constitute a waiver.
18.4. Variation
All Goods sold by the Seller are subject to these Terms, which may be amended from time to time at the Seller’s discretion. The Customer is deemed to have notice of and be bound by any changes published on the Seller’s website, regardless of actual notice.
18.5. Assignment
The Customer cannot assign its benefits or obligations under this agreement to any entity without the Seller’s prior written consent, which may be withheld at the Seller’s discretion. The Seller may assign its benefits and obligations under this agreement without requiring the Customer’s consent.
18.6. Jurisdiction
These Terms and any agreement for the supply of Goods between the Seller and the Customer are governed by the laws of New South Wales. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales.
18.7. Entire Agreement
These Terms constitute the entire agreement between the Seller and the Customer regarding the provision of Goods. They supersede all previous agreements, discussions, and representations. Prior correspondence, negotiations, or representations do not bind either party.
18.8. Counterparts
This agreement may be signed in multiple counterparts, each of which constitutes one agreement. It may be executed and delivered by facsimile, electronically, or by electronic signature, and the receiving party may rely on these as if they were original documents or signatures.