1. Definitions: 1.1. “NEST BOXES AUSTRALIA” means Nest Boxes Australia Pty Ltd. 1.2. The “Customer” means the applicant, including any of its authorised officers, directors or proprietors, placing an order or request for the purchase of goods and/or provision of services from NEST BOXES AUSTRALIA. 1.3. “Order” or “Request” means an order or request by the customer to NEST BOXES AUSTRALIA for goods and/or provision of services. 2. Orders: 2.1. All orders are subject to acceptance by NEST BOXES AUSTRALIA. 2.2. An order will only be accepted if it issues an invoice to the customer. 2.3. NEST BOXES AUSTRALIA will not be bound by any terms attaching to an order, and the customer agrees that those terms are excluded. 2.4. NEST BOXES AUSTRALIA may require payment of an initial amount (the initial amount) by the customer upon an order or request being submitted to it by a customer. In circumstances where payment of an initial amount is required by NEST BOXES AUSTRALIA then acceptance of the order or request will not be made by NEST BOXES AUSTRALIA until such time as the payment of the initial amount has been made by the customer to NEST BOXES AUSTRALIA. 3. Terms of Payment: 3.1. Subject to Cl. 2, or unless otherwise stipulated by NEST BOXES AUSTRALIA in writing, payment for all goods and services are to be made by the last day of the month following the invoice date. 3.2. Any acquiescence by NEST BOXES AUSTRALIA to the failure of the customer to pay for goods and/or services by the due date will in no circumstances constitute a waiver by NEST BOXES AUSTRALIA of its rights to payment on the due date nor will it be construed as an agreement to provide credit otherwise than in accordance with these terms. 3.3. If a credit limit is approved, and the customer orders goods or services to an aggregate above that limit, then the customer and guarantor/s accept responsibility for payment should NEST BOXES AUSTRALIA supply those goods or services. 3.4. The customer will not be entitled to withhold payment (in whole or part) of the moneys owed to NEST BOXES AUSTRALIA or to make any deduction from those monies in respect of any set off or counter claim. 3.5. GST is charged on all sales and the provision of services, and is payable by the customer. 4. Delivery: 4.1. If an NEST BOXES AUSTRALIA invoice specifies it is the responsibility of NEST BOXES AUSTRALIA to deliver the goods to the customer or it is otherwise agreed that NEST BOXES AUSTRALIA will deliver the goods to the customer the following will apply: 4.1.1. NEST BOXES AUSTRALIA will be entitled to deliver the goods by way of installments; 4.1.2. NEST BOXES AUSTRALIA is entitled to a delivery fee from the customer. 4.1.3. Delivery times advised to the customer are estimates only and NEST BOXES AUSTRALIA will not be liable for any loss, damage or delay suffered or incurred by the customer or its clients arising from late or non-delivery of the goods; and 4.1.4. If the customer does not accept delivery of the goods the customer has no entitlement to be repaid the initial amount and NEST BOXES AUSTRALIA will in addition be entitled to pursue the customer pursuant to its rights under these terms and conditions and at law. 4.2. If an NEST BOXES AUSTRALIA invoice specifies it is the responsibility of the customer to collect the goods from NEST BOXES AUSTRALIA or it is otherwise agreed that the customer will collect the goods from NEST BOXES AUSTRALIA the following will apply: 4.2.1. NEST BOXES AUSTRALIA will be entitled to require the customer to collect the goods by way of installments; 4.2.2. Collection times advised to the customer are estimates only and NEST BOXES AUSTRALIA will not be liable for any loss, damage or delay suffered or incurred by the customer or its clients arising from late collection or an inability to collect the goods; 4.2.3. If the customer does not collect the goods within the time specified by NEST BOXES AUSTRALIA for the collection of the goods the customer has no entitlement to be repaid the initial amount and NEST BOXES AUSTRALIA in addition will be entitled to pursue the customer pursuant to its rights under these terms and conditions and at law. 5. Title and Risk: 5.1. Goods supplied to the customer by NEST BOXES AUSTRALIA shall remain the sole and absolute property of NEST BOXES AUSTRALIA until such time as NEST BOXES AUSTRALIA has been paid by the customer all monies due and owing to it by the customer in relation to any account. 5.2. Clause deleted 28/01/2014. 5.3. Clause deleted 28/01/2014. 5.4. Risk in the goods supplied by NEST BOXES AUSTRALIA to the customer will pass from NEST BOXES AUSTRALIA to the customer; 5.4.1. When the goods are being shipped, once the goods are on board the ship; and 5.4.2. When the goods are not being shipped, immediately upon the goods being dispatched from NEST BOXES AUSTRALIA premises. If goods are collected by the customer or being delivered by NEST BOXES AUSTRALIA to the customer from a location other than NEST BOXES AUSTRALIA’s premises (the departure point) the risk in the goods will pass to the customer immediately upon dispatch from the departure point. 5.5. Until NEST BOXES AUSTRALIA has been paid all money due and owing to it the customer agrees; 5.5.1. To keep all goods supplied by NEST BOXES AUSTRALIA as fiduciary and trustee for NEST BOXES AUSTRALIA and to store the goods in a manner that discloses NEST BOXES AUSTRALIA is the owner of the goods; and 5.5.2. To only sell the goods supplied by NEST BOXES AUSTRALIA in the normal course of business on the condition that the customer holds all proceeds on trust for NEST BOXES AUSTRALIA. 6. Shipped Goods: 7. Default by Customer: 7.1. In the event the customer dishonours any cheque or defaults in the payment of any invoice, all moneys owing by the customer to NEST BOXES AUSTRALIA on any account whatsoever shall, at NEST BOXES AUSTRALIA’s option, become immediately due and payable in full by the customer. 7.2. NEST BOXES AUSTRALIA shall not be obliged to deliver goods or services pursuant to an order until all moneys owing and overdue to NEST BOXES AUSTRALIA by the customer on prior orders or requests or invoices are paid to NEST BOXES AUSTRALIA. 7.3. Unless otherwise agreed, in the event payment is not made in accordance with NEST BOXES AUSTRALIA’s terms, NEST BOXES AUSTRALIA shall be at liberty to charge the customer, and be paid interest on the outstanding balance from the date of the invoice until the date of payment at the rate calculated using the indicative “cash” rate of the Reserve Bank of Australia as published in the Australian Financial Review plus a margin of 3% per annum. 7.4. In the event the customer defaults in any payment owing to NEST BOXES AUSTRALIA the customer has no entitlement to the Initial Amount and the customer shall pay to NEST BOXES AUSTRALIA all costs and expenses incurred by NEST BOXES AUSTRALIA in respect to the recovery of moneys owing by the customer and/or the recovery of goods in the possession of the customer or a third party on a solicitor and client basis. 7.5. Payments received by NEST BOXES AUSTRALIA may be credited first against any costs and expenses payable by the customer to NEST BOXES AUSTRALIA, then accrued interest, and thereafter the debt. 7.6. In the event of the customers death, bankruptcy, administration, receivership, liquidation or any other external administration, suspension of payments, dissolution or modification of partnership, non-payment or non-acceptance of any shipment(s) NEST BOXES AUSTRALIA may cancel the order or request or suspend or discontinue shipments or deliveries, always reserving all rights to recover from the customer any loss occasioned thereby, in addition to any lien to which NEST BOXES AUSTRALIA may by statute or otherwise be entitled. 7.7. In the event the customer is in default of any term or condition of any order or request and the customer has been in default thereof for a period of 7 days, NEST BOXES AUSTRALIA at it’s election, at any time thereafter shall be at liberty to cancel any or all orders or requests yet to be completed or fulfilled and recover from the customer any or all losses, damages, costs, interest, charges, including handling charges payable to both NEST BOXES AUSTRALIA and its suppliers and expenses incurred or suffered by NEST BOXES AUSTRALIA as a result of the customer’s default. 7.8. In the event the customer purports to cancel any order or request, NEST BOXES AUSTRALIA is entitled to view this act as a repudiation of the contract between the parties and the customer shall pay NEST BOXES AUSTRALIA all losses, damages, costs, fees, charges, interest including handling charges payable to both NEST BOXES AUSTRALIA and its suppliers and expenses incurred or suffered by NEST BOXES AUSTRALIA as a result of the repudiation of the contract. 7.9. In the event NEST BOXES AUSTRALIA elects, as a result of the customers prior indebtedness to NEST BOXES AUSTRALIA to retain possession of the goods, the delivery of or completion date referred to in any order or request shall be replaced by a date being 30 days from the date of satisfaction by the customer of the customers prior indebtedness to NEST BOXES AUSTRALIA. 7.10. NEST BOXES AUSTRALIA’s obligation to deliver or sell or provide services shall always be conditional upon it being satisfied of the customer’s ability to pay and comply with these terms and conditions. If NEST BOXES AUSTRALIA ceases to be so satisfied it may suspend and/or terminate deliveries and shall not be liable in any way for any claim, damage, expense or cost arising therefrom, and all moneys then outstanding by the customer shall immediately become due and payable. 8. Lien: 8.1. NEST BOXES AUSTRALIA shall be entitled to a general lien on all property or goods belonging to the customer in NEST BOXES AUSTRALIA’s possession for provision of services (although such goods or some of them have been paid for) for the unpaid price of any other goods or services sold, delivered or provided to the customer under any order or request. 9. Notice: 9.1. Notice shall be deemed to have been properly given by NEST BOXES AUSTRALIA to the customer if such notice is either posted by prepaid postage to the last known business address of the customer by NEST BOXES AUSTRALIA (whereupon receipt of the notice shall be deemed to have been received by the customer two business days after posting by NEST BOXES AUSTRALIA), or by transmitting such notice by facsimile to the last known facsimile number to NEST BOXES AUSTRALIA, or by personal delivery to the last known business address of the customer to NEST BOXES AUSTRALIA (in which case the receipt of the notice shall be deemed to be the date of such transmission or delivery). 9.2. Notice shall be deemed to have been properly given by the customer to NEST BOXES AUSTRALIA if such notice is posted by security post or its equivalent to the Managing Director at 31 Colebard St West, Acacia Ridge, Qld 4110 and shall be deemed to have been received by NEST BOXES AUSTRALIA upon delivery of that notice by Australia Post to NEST BOXES AUSTRALIA. 9.3. The customer shall give notice to NEST BOXES AUSTRALIA of change to the customer’s business address, registered office, telephone or facsimile number within 48 hours of the change. 10. Acknowledgement and Waiver: 10.1. The customer acknowledges that NEST BOXES AUSTRALIA plywood product has (inter alia) the following characteristics: 10.1.1. It is susceptible to exposure to the elements; 10.1.2. It is a natural product and variations in colour, texture and inherent quality occur; 10.1.3. It is susceptible to bending, warping, crushing, swelling, delamination, and fungal growth if not stored or used properly; and 10.1.4. It is susceptible to damage and size variations which can be caused by humidity and or moisture. 10.2. To the extent permitted by law the customer shall waive any claim it has against NEST BOXES AUSTRALIA in contract, tort or otherwise for, or in respect of, any loss, costs, injury, harm or damage (whether direct, indirect, consequential or of any other kind, whether loss of profit or any other economic loss) suffered or incurred by the customer or any other person arising out of or in connection with the supply of goods and/or provisions of services by NEST BOXES AUSTRALIA. 11. Services: 11.1. Where goods are deposited by a customer with NEST BOXES AUSTRALIA for any reason, such as sawing, cut to size or router work and the like, these goods are not insured for the event of loss, damage, fire, theft or for any other “insurable” incident. 11.2. NEST BOXES AUSTRALIA is not responsible for the failure by the customer to carry out marking instructions. 11.3. Risk in the goods supplied to NEST BOXES AUSTRALIA by the customer for services will at all times remain with the customer. 12. Warranties: 12.1. Subject to any express written warranty given by NEST BOXES AUSTRALIA, and subject to any statutory warranties express or implied which by law cannot be excluded, all warranties, conditions and representations, express or implied, are expressly negated 12.2. Where a warranty or condition is implied by law, NEST BOXES AUSTRALIA’s liability, to the extent that same can be so limited, is limited to one of the following at the election of NEST BOXES AUSTRALIA in the case of goods. 12.2.1. Replacement of the goods or supply of equivalent goods, 12.2.2. Repair of goods, 12.2.3. Payment of the cost of replacing the goods or acquiring equivalent goods, 12.2.4. Payment of the cost of having the goods repaired. 12.3. To the maximum extent permitted by law NEST BOXES AUSTRALIA excludes all liability to the customer for any consequential or indirect losses of any kind arising in any manner. Consequential losses will be taken to include (without limitation): 12.3.1. Any loss of income, profit or business; 12.3.2. Any loss in the nature of overhead costs; and 12.3.3. Any loss of goodwill or reputation. 12.4. The customer warrants that goods left for services are free from contamination and within an acceptable moisture level content. 13. Assignment: 13.1. NEST BOXES AUSTRALIA is entitled at any time to assign its rights pursuant to these terms and conditions to any third party. The customer is not entitled to assign its rights pursuant to these terms and conditions unless with the written consent of NEST BOXES AUSTRALIA. 14. Return of Goods Procedure: 14.1. Goods shall not be returned to NEST BOXES AUSTRALIA for credit unless agreed to in writing by NEST BOXES AUSTRALIA. 14.2. If NEST BOXES AUSTRALIA agrees in writing to accept the return of any goods the customer must pay to NEST BOXES AUSTRALIA a return fee equivalent to 15% of the invoice price of the returned goods. 15. Force Majeure: 15.1. Deliveries may be totally or partially suspended by NEST BOXES AUSTRALIA during any period in which NEST BOXES AUSTRALIA is prevented or hindered from making delivery through any circumstances outside its reasonable control, including but not limited to strikes, shortages in any necessary materials, equipment breakdowns, accidents, war, riot, government restriction, civil commotion or act of god. During these times, NEST BOXES AUSTRALIA will not be under any liability whatsoever to the buyer for loss or damage suffered by the buyer (including consequential loss or damage) and will not be under any obligation to deliver at any future date any goods not delivered during the period of suspension. 16. Jurisdiction: 16.1. The customer and NEST BOXES AUSTRALIA agree that the appropriate jurisdiction for any disputes relating to the sale of goods or the provision of services by NEST BOXES AUSTRALIA to the customer shall be the state of Queensland and that the laws of the state of Queensland are the governing laws of this agreement. 17. Entire Agreement: 17.1. These term and conditions represent the entire terms and conditions between NEST BOXES AUSTRALIA and the customer. 18. Variation: 18.1. Subject to Cl 17b, any variations to these terms and conditions must be in writing and signed by NEST BOXES AUSTRALIA and the customer. 18.2. The customer acknowledges that NEST BOXES AUSTRALIA shall have the right to vary all or any of these terms and conditions by providing one month’s notice of the changes to the customer. The customer acknowledges that any changes made by NEST BOXES AUSTRALIA to these terms and conditions in accordance with this clause will apply to all orders made by the customer for the supply of goods and services by NEST BOXES AUSTRALIA following the expiry of the notice period. 19. Severability: 19.1. If any part of these terms and conditions and/or any related document is or becomes void or unenforceable that part is severed so that all parts which are not void or unenforceable remain in full force and effect and are unaffected by the severance. 20. Miscellaneous: 20.1. Headings and underlines are for convenience only and do not affect the interpretation of these terms. 20.2. Words importing the singular include the plural and vice versa. 20.3. References to statutes include all statutes amending or consolidating the statutes referred to and the regulations made thereunder.