Total Storage Systems Pty Ltd

Terms and Conditions

Definitions:

Client or Purchaser shall mean the person firm or company to whom the quotation or offer is addressed.

Total Storage Systems shall mean Total Storage Systems Pty Ltd and Colby Storage Solutions Central.

Goods and Services shall mean the goods and services offered and specified in the quotation.

Order shall mean the written acceptance by the client or Purchaser of the quotation.

Quotation shall mean the written offer comprising a specification, terms and conditions and price.

Site shall mean the place where any installation work is to be carried out in relation to any goods and services.

Works shall mean the provision of any labour and/or materials necessary to fulfill the contract by Total Storage Systems.

Acceptance and Cancellation

If Total Storage Systems agrees in writing to permit the Purchaser to postpone cancel or reduce the order then the purchaser will remain liable for all costs reasonably incurred by Total Storage Systems in fulfillment of the order.

Price

GST (Goods and Services Tax) will be charged at a rate of 10% as of 1st June 2000, this may vary depending on decisions of the Federal Government.

All offers or quotations are valid no longer than thirty (30) days from the date thereon unless otherwise agreed in writing by Total Storage Systems.

Unless otherwise stated in the quotation the price is based upon the rates for labour and prices of materials at the date of the quotation and the Purchaser will be liable to pay any additional cost resulting from any increase in such rates or prices after the date of the quotation. If rise and fall does not apply then the price will be fixed and the Purchaser will not be liable for any such increase.

Unless otherwise stated the price is agreed on the basis that all work will be carried out during normal working hours. Should Total Storage Systems incur additional costs by reason of overtime work at the request of the Purchaser or by failure of the Purchaser to supply necessary information or failure to make the site available for installation of the goods by the due delivery date such costs shall be chargeable to the Purchaser.

The price is agreed on the basis that the floors upon which any construction works are to be performed by Total Storage Systems are level and even. Any additional costs and expenses for materials and/or labour required to shim the proposed installation due to an uneven or out of level floor surface in excess of plus or minus ten (10) millimeters over the entire floor shall be chargeable to the Purchaser.

Total Storage Systems has made no provision for site or special allowances or conditions particular to the site unless otherwise stated. Should there be any site agreement nominating allowances and conditions not included in any Federal and State Awards, Total Storage Systems reserve the right to pass on such costs to the Purchaser.

Unless otherwise stated in the quotation the price is based upon current rates of GST at the date of the quotation. Should there be any cost increase due to change in Government legislation applicable to rates of GST, rates of import duty or any other Government tax, Total Storage Systems reserves the right to pass on such costs to the Purchaser.

Terms of Payment

Total Storage Systems terms are strictly nett Seven (7) days on receipt of any invoice rendered by Total Storage Systems to the Purchaser unless specifically agreed otherwise.

The Purchaser shall compensate Total Storage Systems for any delay in payment of any invoice beyond thirty (30) days from the date thereof by paying interest on any unpaid amount at the current interest rate charged by the National Australia Bank.

Delivery

Any delivery date given in the course of any negotiation is given in good faith and is intended as an estimate only based on the availability of materials factory capacity and/or anticipated deliveries of local and imported items. The Purchaser acknowledges that this may change from time to time and that the necessary checks on the current delivery situation at the time of the acceptance of the quotation.

Total Storage Systems shall not be liable for any loss or damage whatsoever including but not limited to any consequential loss, loss of profits, damage or expenses sustained by the Purchaser as a result of any delay in the delivery of the goods or services or any loss part thereof or the performance of the work or any part thereof for any reason whatsoever caused by any “force majeure” which expression shall include but shall not in any way be limited to any fact or circumstances beyond the reasonable control of Total Storage Systems including industrial disputes, default by suppliers, delay in transport, delay by the Purchaser, acts of God, fires, floods or other catastrophes, accidents or incidents of whatever magnitude howsoever, wheresoever and whensoever arising including any negligent act by Total Storage Systems.

Unloading and Storage

Unless otherwise agreed the Purchaser shall at its own expense unload the goods on the delivery, convey them from the delivery point to a position within twenty (20) metres of the place where any installation work is required and provide a covered storage area, a clear work area and adequate light and power for installation and give reasonable access to the site at all times for installation.

Ownership

The property in the goods delivered shall not pass to the Purchaser and the Purchaser shall keep the goods as Bailee and trustee for Total Storage Systems (returning them to Total Storage Systems upon request) until the price of the goods has been wholly paid.

Insurance

When the goods have been delivered to any site or to any premises owned or used by the Purchaser they will be at the entire risk of the Purchaser to the intention that the Purchaser shall indemnify Total Storage Systems in relation to any loss or damage occasioned thereto after such delivery and before installation.

Property in Literature and Drawings

Drawings, explanatory and illustrated literature and any other appended matter submitted for description or explanatory purposes are estimates only.

Details and dimensions of equipment as illustrated and/or specified by Total Storage Systems are believed to be accurate at the time of the order but are subject to modification without previous notice at any time.

All drawings and specifications prepared by Total Storage Systems shall remain the property of Total Storage Systems and copyright herein is reserved accordingly.

The Purchaser shall not make copies of any such drawings or specifications or use extracts thereof for its own purposes without the prior written consent of Total Storage Systems.

Death Default or Insolvency

Total Storage Systems shall be at liberty by notice in writing to the Purchaser to immediately suspend or cancel performance of an order if the Purchaser shall die or be declared bankrupt or being a company if it be subject to a winding up order or if a receiver or manager of its assets be appointed or if it shall commit any breach of or fail to perform any one or more of the terms and conditions on its part therein contained and shall fail to rectify or discontinue such breach or non – performance within fourteen (14) days after the notice in writing to Total Storage Systems to do so.

Conditions of Site

The Purchaser agrees that Total Storage Systems shall not be responsible for the structural adequacy of the building including foundations, floors, walls and roof structures upon or from which any part of the works are to be performed or the goods are to be erected and Total Storage Systems makes no representation and gives no warranty that such foundations, floors, walls and roofing structure are suitable for the construction of the works thereon that Total Storage Systems shall not be liable for any damage or injury directly or indirectly attributable to any defect in or structural movement, collapse subsidence or failure of the said floors and foundations, walls and roofing structures.

Notices and Licenses

The Purchaser will serve all notices and make applications for and obtain all such licenses, consents or approvals as are required by any building regulations or by-laws or any legislation for the time being in force prior to the carrying out of any construction work.

Purchaser’s Default

Should Total Storage Systems be delayed in the fulfillment of an order by reason of any default or delay on the part of the Purchaser then Total Storage Systems shall be entitled to claim any additional costs that may reasonable be incurred.

Maintenance of Goods

The Purchaser warrants that the goods purchased by it from Total Storage Systems shall be used only in accordance with the guidelines laid down and published by Total Storage Systems on behalf of the manufacturer of the goods. Total Storage Systems shall where possible provide the Purchasers with a copy of such guidelines.

The Purchaser shall be responsible to regularly inspect the goods and to repair or replace any components that have been damaged by forklift trucks or any other abuse. Any breech of the above clause shall forthwith vitiate any warranty given by the manufacturer.

Product Warranty

Total Storage Systems warrants on behalf of the manufacturers that all products will be free from any defect in material or workmanship for a period of twelve (12) months from the date of delivery. If any products supplied to the Purchaser suffer from defects within the warranty period then Total Storage Systems will undertake to repair or replace in part or in whole defective products such that the products shall be or merchantable quality.

Total Storage Systems shall not be liable for any defect or damage caused to any product after delivery to the Purchaser.

Limitation of Liability

Total Storage Systems shall not be liable for any loss or damage which may arise from the use of any goods designed, supplied, installed or erected by Total Storage Systems or for any consequential loss or damage arising out of any use of those goods and all liability for any loss or damage of any sort or kind caused directly or indirectly to any person or property which may arise by reason of any failure or any defect in any goods sold or designed by Total Storage Systems or any services supplied by Total Storage Systems.

All conditions of warranties contained in or implied by any statute or rule of law including any conditions or warranties as to the merchantability or fitness for any purpose of any goods supplied hereunder are hereby expressly excluded and negated PROVIDED THAT nothing in the order shall exclude restrict or modify and condition warranty right or liability which may at any time be implied (including any condition, warranty, right or liability implied by the Trade Practices Act, 1974)

The purchaser acknowledges that it has not relied upon the skill or judgment Total Storage Systems in deciding whether any goods or services supplied hereunder are reasonable fit for any particular purpose.

Law of Conduct

The Law of the State of Queensland shall apply unless specifically agreed otherwise.