Terms of service

Australian Moulding & Door Company Pty Ltd

Terms and Conditions of Trade

Definitions

1.1 “AMDC” means Australian Moulding & Door Company Pty Ltd ABN [insert ABN], its successors, assigns, or any person acting on its behalf and with its authority.
1.2 “Customer” means any individual, company, trust, partnership, government body or other entity purchasing Goods or Services from AMDC, including anyone acting on the Customer’s behalf.
1.3 “Goods” means all goods supplied by AMDC to the Customer (including doors, mouldings, joinery, associated products, and any related components) and includes Services where applicable.
1.4 “Services” means all services provided by AMDC, including but not limited to installation, delivery, handling, or consultation services.
1.5 “Price” means the price payable for the Goods and/or Services as agreed between AMDC and the Customer.
1.6 “PPSA” means Personal Property Securities Act 2009 (Cth).
1.7 “ACL” means the Competition and Consumer Act 2010 (Cth), Schedule 2 — Australian Consumer Law.

2. Acceptance of Terms

2.1 The Customer is deemed to have accepted these Terms and Conditions of Trade (the “Terms”) upon the earliest occurrence of any of the following:
(a) placing an order with Australian Moulding and Door Company (“AMDC”), whether verbally, electronically, or in writing;
(b) accepting or taking delivery of any Goods or Services from AMDC;
(c) making full or partial payment for any Goods or Services supplied by AMDC; or
(d) otherwise indicating consent (express or implied) to proceed with the transaction.

2.2 These Terms form part of and govern every contract for the supply of Goods or Services by AMDC to the Customer. No other terms, conditions, or documents (including Customer purchase orders, standard terms, or verbal representations) shall vary, override, or replace these Terms unless:
(a) the variation is expressly agreed to in writing; and
(b) the variation is signed by a duly authorised representative of AMDC.

2.3 The Customer acknowledges that:
(a) AMDC may issue these Terms through its website, in quotations, order confirmations, invoices, or other communications;
(b) the Customer has had a reasonable opportunity to read and understand these Terms before placing an order;
(c) by proceeding with the transaction, the Customer unequivocally agrees to be bound by these Terms; and
(d) these Terms prevail to the fullest extent permitted by law over any prior or subsequent representations, negotiations, agreements, or communications not expressly incorporated into the written contract.

2.4 These Terms apply to:
(a) all quotations, orders, deliveries, invoices, credit arrangements, and contracts between AMDC and the Customer; and
(b) any ongoing supply relationship unless varied in accordance with clause 2.2.

2.5 AMDC will ensure its Terms are reasonably accessible, clear, and available to Customers before or at the time of contracting, in compliance with the Australian Consumer Law and general contract law principles.

2.6 Nothing in these Terms limits or excludes any rights, guarantees, or remedies available to Customers under the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law) or other applicable legislation that cannot be lawfully excluded.

3. Changes in Control or Customer Details

3.1 The Customer must provide AMDC with at least fourteen (14) days’ prior written notice of any:
(a) change in ownership, shareholding, partnership, or management control;
(b) change in legal or corporate structure (including, but not limited to, changes involving a company, trust, sole trader, or partnership);
(c) change of trading name, business name, ABN/ACN, registered office, or principal place of business;
(d) appointment of an administrator, receiver, liquidator, or trustee in bankruptcy; or
(e) changes to contact details including postal, email, telephone, or delivery addresses.

3.2 The Customer remains jointly and severally liable for all amounts owing to AMDC and for all obligations incurred:
(a) prior to AMDC receiving formal written notice of any such change; and
(b) after the change, until AMDC has acknowledged the notice in writing and, if applicable, approved any resulting change to credit or trading arrangements.

3.3 A change in control, ownership, or structure does not discharge or reduce the Customer’s obligations under these Terms, and:
(a) AMDC reserves the right to conduct credit and due diligence checks on the new controlling entity or owner;
(b) AMDC may, at its sole discretion, suspend further supply, vary credit terms, or require additional security or guarantees before continuing supply; and
(c) if AMDC reasonably considers the change to materially increase its credit risk, it may terminate any agreement or order on written notice to the Customer, without liability for consequential loss.

3.4 The Customer warrants that all information it provides to AMDC is true, complete, and not misleading. The Customer must promptly update AMDC if any information becomes incorrect, incomplete, or out of date.

3.5 If the Customer fails to comply with this clause:
(a) AMDC may treat any outstanding amounts as immediately due and payable;
(b) AMDC shall not be liable for any delays, costs, or losses incurred by the Customer as a result of suspension or termination of supply; and
(c) the Customer indemnifies AMDC against any loss, cost, or expense (including legal costs on an indemnity basis) arising from the Customer’s failure to provide timely and accurate notice.

3.6 This clause is in addition to and does not limit AMDC’s rights under the PPSA, Corporations Act, or any other applicable law regarding security interests, recovery of goods, or enforcement of payment.

4. Pricing and Payment

4.1 The Price for Goods and/or Services shall be the amount:
(a) stated on any invoice issued by AMDC; or
(b) in accordance with AMDC’s current price list as at the date of delivery; or
(c) as quoted in writing by AMDC and valid for thirty (30) days from the date of quotation unless otherwise specified.
Any price stated is exclusive of GST unless otherwise indicated.

4.2 Pricing Adjustments and Variations
(a) AMDC reserves the right to adjust pricing if:
 - the Customer requests changes to specifications, scope, or delivery dates;
 - material, freight, manufacturing, or labour costs increase due to factors beyond AMDC’s reasonable control (including, without limitation, exchange rate fluctuations, supplier cost increases, or changes in statutory charges); or
 - the Customer delays delivery, pickup, or installation.
(b) Variations will be charged at AMDC’s standard rates or as otherwise notified in writing.
(c) AMDC will use reasonable efforts to notify the Customer of any pricing variation prior to proceeding with manufacture or supply.

4.3 Deposits and Prepayments
(a) AMDC may require a non-refundable deposit before commencing manufacturing or ordering Goods.
(b) Deposits are applied against the final invoice amount.
(c) Failure to pay the required deposit within the timeframe specified may result in delays or cancellation of the order.

4.4 Payment Terms
(a) Unless otherwise agreed in writing, full payment is required before dispatch of Goods.
(b) Invoices are payable within seven (7) days of issue.
(c) Approved account Customers must pay within thirty (30) days EOM.
(d) AMDC reserves the right to suspend further deliveries, cancel existing orders, or vary credit terms if payments are overdue or credit conditions change.
(e) Payment methods accepted include EFT, credit card (surcharges may apply), cheque, or other methods approved in writing.

4.5 GST and Taxes
(a) All prices are exclusive of GST unless otherwise stated.
(b) The Customer must pay to AMDC an amount equal to any applicable GST or other statutory charges payable in respect of the supply.
(c) The Customer is responsible for any duties, levies, or other government charges relating to the transaction.

4.6 Unpaid Goods, Storage, and Disposal
(a) If Goods remain unpaid sixty (60) days after manufacturing completion, AMDC may, at its discretion, treat the contract as repudiated and:
 - dispose of, resell, or repurpose the Goods; and
 - retain any deposits paid as liquidated damages for administrative and manufacturing costs.
(b) Storage charges may apply if Goods are not collected or delivered within fourteen (14) days of completion.
(c) AMDC is not liable for any loss or damage suffered by the Customer as a result of disposal or storage of unpaid Goods.

4.7 Late Payment and Enforcement
(a) Interest may be charged on overdue accounts at a rate of 2.5% per month, calculated daily and compounding monthly, until payment is received in full.
(b) The Customer must reimburse AMDC for any reasonable costs of recovery, including legal fees and debt collection costs on an indemnity basis.
(c) AMDC may suspend or cancel further supply to the Customer while any amounts remain outstanding.

4.8 Security of Payment Legislation
(a) For work subject to the Building and Construction Industry Security of Payment Act 2002 (Vic) and corresponding legislation in other Australian jurisdictions, AMDC reserves the right to:
 - issue payment claims under the relevant Act;
 - recover any outstanding amounts in accordance with the Act’s procedures; and
 - exercise all statutory rights available to it, including interest and adjudication remedies.
(b) AMDC will issue payment claims in accordance with the applicable legislation in the jurisdiction where the work is performed.
(c) Nothing in these Terms limits or excludes AMDC’s statutory rights under security of payment legislation.

4.9 No Set-Off
The Customer is not entitled to withhold, set off, or deduct any amount from payments due to AMDC, except as required by law or agreed in writing by AMDC.

4.10 Currency
Unless otherwise stated, all prices are in Australian Dollars (AUD).

5. Delivery and Customer Collection

5.1 Definition of Delivery
Delivery of Goods is deemed to occur at the earliest of:
(a) the Customer or its authorised representative collecting the Goods from AMDC’s premises or nominated collection point;
(b) AMDC or its nominated carrier delivering the Goods to the Customer’s nominated address or delivery location; or
(c) AMDC making the Goods available for collection in accordance with the agreed delivery or collection date and notifying the Customer of availability.

5.2 Delivery Costs
(a) Delivery costs, including transport, handling, insurance (if requested), and unloading charges are additional to the Price unless otherwise agreed in writing.
(b) Any quoted delivery cost is based on standard access and delivery conditions. AMDC reserves the right to charge additional fees where delivery is delayed, requires special equipment, or involves restricted or unsafe access.

5.3 Customer Delivery Responsibilities
(a) The Customer must ensure safe and suitable access to the delivery site, including sufficient space for trucks, forklifts, or other unloading equipment.
(b) The Customer must ensure that a duly authorised person is present to accept delivery. If no authorised person is present, AMDC may:
 - deliver the Goods to the site at the Customer’s risk; or
 - return the Goods to AMDC, in which case additional storage and redelivery fees will apply.
(c) The Customer acknowledges that once the Goods are delivered in accordance with this clause, risk passes immediately to the Customer.

5.4 Customer Collections
(a) Customers collecting Goods (or arranging collection through their own carrier or agent) must:
 - ensure the vehicle is suitable for the transport of the Goods;
 - comply with all applicable road safety and load restraint laws;
 - ensure adequate personnel and equipment are available for safe loading; and
 - follow all AMDC site safety instructions.
(b) AMDC reserves the right to refuse loading or release of Goods where it reasonably considers:
 - the vehicle is unsafe, overloaded, or unsuitable;
 - the Customer or their agent is not complying with WHS or load restraint requirements; or
 - there is a material risk of damage to property, injury, or breach of law.
(c) Risk in the Goods transfers to the Customer immediately upon the earlier of:
 - the Customer or its agent taking possession of the Goods; or
 - the Goods being loaded onto the Customer’s or their agent’s vehicle.
(d) AMDC will not be liable for any damage to the Goods or third-party property once loading is completed or once the Goods are in the Customer’s possession or control.
(e) It is the Customer’s responsibility to ensure appropriate protective packaging, restraint, and transport measures are in place for their collection.

5.5 Delivery Dates and Delays
(a) Any delivery or collection date provided by AMDC is an estimate only and not a binding commitment.
(b) AMDC will use reasonable endeavours to meet agreed timeframes but is not liable for any loss, damage, or cost resulting from delays caused by:
 - factors beyond its reasonable control (e.g., supplier delays, transport issues, extreme weather, industrial action);
 - the Customer failing to provide adequate instructions or site access; or
 - the Customer’s nominated carrier or agent failing to collect at the agreed time.
(c) Late delivery or collection does not entitle the Customer to cancel an order, claim damages, or withhold payment.

5.6 Failed or Delayed Delivery / Collection
(a) If the Customer fails to take delivery or collect the Goods on the agreed date, AMDC may, at its discretion:
 - store the Goods and charge the Customer reasonable storage and handling costs;
 - arrange redelivery at the Customer’s cost; or
 - treat the contract as repudiated and resell the Goods, applying any deposits against costs and damages.
(b) Any risk of loss or damage to the Goods during storage after the agreed delivery or collection date lies with the Customer.

5.7 Inspection and Acceptance on Delivery or Collection
(a) The Customer must inspect all Goods immediately upon delivery or collection.
(b) Any claims for damage, defects, or shortages must be notified to AMDC in writing within five (5) business days of delivery or collection.
(c) If no notice is received within that timeframe, the Goods will be deemed accepted and free of visible defects or discrepancies.

5.8 Insurance
(a) Unless otherwise agreed in writing, AMDC does not insure Goods in transit.
(b) The Customer is responsible for arranging transit insurance for any delivery or collection, including for Goods collected by the Customer or their carrier.
(c) AMDC is not liable for any loss or damage that occurs after the risk has transferred to the Customer.

5.9 Health, Safety and Compliance
(a) All collections and deliveries at AMDC premises must comply with applicable WHS laws, site safety rules, and directions from AMDC staff.
(b) AMDC may refuse to load, unload, or permit access to any person not complying with these requirements.
(c) The Customer indemnifies AMDC for any claims, loss, or damage arising from unsafe or unlawful collection or transport.

6. Risk

6.1 Transfer of Risk
(a) Risk in the Goods passes to the Customer at the earliest of:
 - the Goods being delivered to the Customer’s nominated delivery address;
 - the Customer or its agent collecting the Goods from AMDC’s premises; or
 - AMDC making the Goods available for collection in accordance with the agreed delivery or collection date.
(b) Once risk has passed, the Customer is fully responsible for any loss, theft, damage, deterioration, or destruction of the Goods, including during storage, handling, installation, or transport (whether by the Customer or its carrier).

6.2 Insurance Obligations
(a) The Customer must insure the Goods against loss, theft, or damage from the point that risk passes, at their own cost, and must provide evidence of such insurance if requested by AMDC.
(b) If the Customer arranges its own carrier, AMDC is not liable for any damage, loss, or delay once the Goods have left AMDC’s control.
(c) AMDC is not required to arrange insurance for the Customer unless expressly agreed in writing, in which case all costs will be borne by the Customer.

6.3 Inspection and Acceptance
(a) The Customer must inspect the Goods promptly upon delivery or collection.
(b) Any claims for visible damage, defect, or shortage must be notified to AMDC in writing within five (5) business days of delivery or collection.
(c) If no claim is made within that period, the Goods will be deemed to have been delivered in good order and condition, and AMDC will not be liable for any subsequent claims relating to transit damage or shortage.

6.4 Timber Characteristics – Natural Variations
(a) Timber and timber-based products are natural materials and may exhibit variations in grain, colour, texture, and finish. These variations are inherent and not defects.
(b) AMDC does not warrant exact uniformity between product samples, showroom displays, marketing materials, and delivered Goods.
(c) Timber products may include knots, growth rings, natural figuring, and tonal variation within commercially acceptable industry standards.

6.5 Environmental Movement and Performance
(a) Timber may naturally expand, contract, warp, or bow due to changes in temperature, humidity, or environmental conditions.
(b) Such movement is a natural property of timber and is not covered by warranty.
(c) The Customer is responsible for ensuring appropriate on-site storage, acclimatisation, sealing, and installation practices in accordance with:
 - relevant Australian Standards, including AS 2688:2017 — Timber Doors; and
 - AMDC’s published care and installation guidelines.
(d) AMDC is not liable for aesthetic or dimensional changes that occur after delivery or collection.

6.6 Liability Limitations
(a) To the maximum extent permitted by law, AMDC is not liable for any loss, damage, or deterioration to Goods after risk has passed, including during transport arranged by the Customer or its agent.
(b) AMDC’s liability for defective Goods is limited to the remedies required under the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law).
(c) Nothing in these Terms excludes or restricts rights, remedies, or guarantees that cannot lawfully be excluded under the Australian Consumer Law.

7. Access

7.1 Safe and Suitable Access
(a) The Customer must ensure that AMDC, its employees, contractors, and delivery agents have clear, safe, and unrestricted access to the site for the purposes of delivering Goods, unloading, and/or performing any required works.
(b) Access must be suitable for the type of delivery vehicle or equipment being used, including adequate turning space, overhead clearance, stable ground surfaces, and safe entry and exit routes.
(c) The Customer is responsible for ensuring that the site complies with all applicable Work Health and Safety (WHS) laws and regulations at the time of delivery or performance of works.

7.2 Customer Site Responsibilities
(a) The Customer must:
 - provide AMDC with any necessary site instructions, access codes, or permits before the scheduled delivery or works;
 - ensure that the site is free from hazards and prepared for safe access;
 - notify AMDC in advance of any conditions that may restrict or delay delivery (e.g., weight limits, height restrictions, uneven terrain, shared access); and
 - ensure an authorised representative is present to accept delivery or supervise works, unless otherwise agreed in writing.
(b) AMDC may refuse to access any site or area that it considers unsafe or non-compliant with WHS obligations. Any delay or cost resulting from such refusal will be borne by the Customer.

7.3 Delays and Additional Costs
(a) If safe and suitable access is not available at the agreed time of delivery or performance of works, AMDC may, at its discretion:
 - reschedule the delivery or works;
 - charge additional costs for storage, waiting time, redelivery, or labour; or
 - treat the failure as a Customer delay under these Terms.
(b) Any rescheduling will be subject to AMDC’s availability and may affect lead times.

7.4 Damage to Property
(a) AMDC will take reasonable care when accessing and delivering to the Customer’s site.
(b) AMDC is not liable for any damage to access ways, driveways, paths, landscaping, or surrounding areas arising from delivery vehicles or equipment where access was provided or instructed by the Customer.
(c) AMDC will only be liable for direct damage caused by its negligence, and not for any pre-existing conditions, latent defects, or indirect or consequential loss.

7.5 Authority to Enter
(a) The Customer warrants that it has full authority to grant AMDC and its agents access to the site to deliver or perform works.
(b) Where the Customer does not own the site, it is responsible for obtaining any necessary consents, permits, or authorisations required for access.
(c) The Customer indemnifies AMDC against any loss, claim, or liability arising from unauthorised or unlawful access.

7.6 Compliance with Laws and Safety Requirements
(a) All site access must comply with relevant WHS laws, traffic management laws, and site safety rules.
(b) The Customer must not require AMDC to access areas or deliver goods in a way that would breach any safety legislation or expose personnel to unreasonable risk.
(c) AMDC may suspend or postpone delivery or works if site conditions are unsafe, without liability for delay.

7.7 Customer Indemnity
The Customer indemnifies AMDC and its employees, agents, and contractors against any claim, cost, loss, damage, or liability arising directly or indirectly from:
(a) unsafe or restricted access to the site;
(b) non-compliance with WHS obligations at the site;
(c) any damage caused to property or injury to persons (including AMDC personnel) due to site conditions outside of AMDC’s control.

8. Title and Security Interest

8.1 Retention of Title
(a) Legal and equitable ownership of the Goods supplied by AMDC does not pass to the Customer until AMDC has received payment in full for:
 - the Goods; and
 - all other amounts owing to AMDC by the Customer (whether under this contract or any other agreement).
(b) Until ownership passes, AMDC retains full title to the Goods even if they are in the Customer’s possession or control.

8.2 Customer’s Obligations While AMDC Retains Title
Until ownership of the Goods passes to the Customer, the Customer:
(a) holds the Goods as bailee for AMDC and must act in a fiduciary capacity in relation to the Goods;
(b) must store the Goods separately, clearly marked and in a manner that identifies them as AMDC’s property and prevents deterioration or damage;
(c) must not remove, deface or obscure any identifying marks, labels or serial numbers on the Goods;
(d) must keep the Goods insured against all usual risks at its own cost and hold any insurance proceeds on trust for AMDC; and
(e) must not sell, transfer, lease, assign, encumber, or otherwise deal with the Goods except in the ordinary course of its business, and in such a way that AMDC’s security interest is preserved.

8.3 Creation of Security Interest
(a) The Customer acknowledges and agrees that these Terms constitute a security agreement for the purposes of the Personal Property Securities Act 2009 (Cth) (PPSA).
(b) AMDC retains a purchase money security interest (PMSI) in the Goods (and their proceeds) until full payment is received.
(c) The Customer grants AMDC a security interest in all present and after-acquired Goods supplied by AMDC to secure payment of all amounts owing.
(d) The Customer agrees to do all things reasonably required by AMDC to enable it to perfect, maintain, and enforce its security interest under the PPSA, including:
 - providing information;
 - signing documents; and
 - ensuring the security interest is a perfected PMSI with first priority.

8.4 PPSA Registration and Waiver of Rights
(a) The Customer consents to AMDC registering its security interest on the Personal Property Securities Register and agrees to take no steps to impede or challenge that registration.
(b) To the maximum extent permitted by law, the Customer waives its right to receive:
 - any notices under sections 95, 118, 121(4), 123, 130, 132(3)(d), and 135 of the PPSA; and
 - any verification statements under section 157 of the PPSA.
(c) The Customer and AMDC agree that sections 125, 142 and 143 of the PPSA do not apply to this agreement.

8.5 Right to Enter and Recover Goods
(a) If the Customer defaults on payment, becomes insolvent, enters administration, or is otherwise in breach of these Terms, AMDC may, without notice, enter any premises where the Goods are located to repossess them.
(b) The Customer irrevocably authorises AMDC, its agents or contractors to enter the premises of the Customer or any third party where the Goods are stored, using reasonable force if necessary and without liability for trespass or damages.
(c) AMDC may resell or otherwise dispose of recovered Goods in any manner it deems appropriate and apply the proceeds to any amounts outstanding.
(d) The Customer must pay all costs incurred by AMDC in exercising its rights under this clause, including legal costs, storage, transport, and sale costs.

8.6 Processing or Commingling of Goods
(a) If the Customer processes, transforms, or commingles the Goods with other products such that the original Goods lose their identifiable form, the Customer agrees that:
 - AMDC’s security interest continues in the processed or commingled goods; and
 - AMDC’s interest extends to the proportional or full value of the new product, as permitted by law.
(b) The Customer must hold the proceeds of any sale of such products on trust for AMDC and must not commingle those proceeds with other funds.

8.7 Risk vs Title
(a) Risk in the Goods passes to the Customer in accordance with Clause 6 (Risk).
(b) The passing of risk does not affect AMDC’s ownership of, or security interest in, the Goods until payment is received in full.

8.8 Customer Insolvency
(a) If the Customer becomes insolvent, enters external administration, or is subject to a winding up, AMDC’s rights under this clause continue to apply to the fullest extent permitted by law.
(b) The Customer acknowledges that AMDC may enforce its security interest as a secured party under the PPSA.

8.9 Survival of Rights
The provisions of this clause survive the termination or completion of any contract for the supply of Goods and continue to bind the Customer until all amounts owing are fully paid.

9. PPSA Provisions

9.1 Customer Consent to Registration
(a) The Customer acknowledges and agrees that these Terms constitute a security agreement for the purposes of the PPSA.
(b) The Customer consents to AMDC registering one or more financing statements, including a purchase money security interest (PMSI), on the Personal Property Securities Register in relation to:
 - the Goods supplied;
 - any proceeds of the Goods (as that term is defined in the PPSA); and
 - any other personal property or collateral the Customer provides as security under these Terms.
(c) The Customer agrees to do all things reasonably required by AMDC to ensure that AMDC’s security interest is valid, enforceable, perfected and has priority under the PPSA.

9.2 Customer Obligations
(a) The Customer must:
 - promptly sign any documents and provide any information AMDC reasonably requires to perfect or register its security interest;
 - not register or permit to be registered any financing statement in respect of the Goods without AMDC’s prior written consent; and
 - not do or permit anything to be done that may adversely affect AMDC’s security interest, its priority, or its enforceability.
(b) If requested by AMDC, the Customer must pay all costs, charges, and expenses (including legal fees) incurred by AMDC in connection with the registration, maintenance, amendment, or enforcement of its security interest.

9.3 Waiver of PPSA Rights
(a) To the extent permitted by law, the Customer waives its rights to receive any notices, statements or verifications that would otherwise be required under:
 - sections 95, 118, 121(4), 123, 125, 130, 132(3)(d), and 135 of the PPSA; and
 - any other section of the PPSA that AMDC may lawfully exclude.
(b) The Customer also waives its rights to receive verification statements under section 157 of the PPSA.

9.4 Contracting Out of PPSA Provisions
(a) To the maximum extent permitted by law, AMDC and the Customer contract out of the following provisions of the PPSA:
 - section 96 (person with an interest may retain);
 - section 115 (enforcement of security interests in liquid assets);
 - section 125 (obligation to dispose of or retain collateral);
 - sections 142 and 143 (redemption and reinstatement of security agreements).
(b) The Customer agrees that AMDC is not required to give any notice under any provision of the PPSA that can be lawfully excluded.

9.5 Priority of Security Interest
(a) AMDC’s security interest is a purchase money security interest (PMSI) to the extent that it secures payment of the purchase price of the Goods and any associated costs.
(b) PMSIs have priority over other security interests in accordance with the PPSA, even if they are registered later in time.
(c) Nothing in these Terms limits AMDC’s right to register and enforce any other form of security interest permitted by law.

9.6 Enforcement Rights
(a) If the Customer defaults under these Terms or becomes insolvent, AMDC may exercise any and all rights available to it under the PPSA and general law.
(b) Without limitation, AMDC may:
 - take possession of the Goods or collateral;
 - sell or otherwise dispose of the Goods or collateral; and
 - apply the proceeds towards any amounts owing.
(c) The Customer acknowledges that AMDC may exercise its enforcement rights without a court order to the extent permitted by the PPSA.

9.7 Confidentiality
(a) The parties agree that neither will disclose information of the kind referred to in section 275(1) of the PPSA, unless required by law.
(b) The Customer agrees not to authorise disclosure of such information, waive any confidentiality obligation, or make any demand under section 275 of the PPSA.

9.8 Survival of Rights
This clause survives the termination or completion of any contract for the supply of Goods and continues to apply until all amounts owed by the Customer have been paid in full and AMDC’s security interest has been fully discharged.

 

10. Security and Charge

10.1 Charge Over Property
(a) To secure payment of all amounts owing to AMDC, whether presently payable, accrued, contingent, or otherwise, the Customer:
 - grants to AMDC a fixed and floating charge over all of its present and after-acquired real and personal property; and
 - charges in favour of AMDC all of its rights, title, and interest in any real property (freehold or leasehold) and personal property.
(b) This charge operates as a caveatable interest in any real property held by the Customer.
(c) The charge is continuing and remains in effect until all monies and obligations owed to AMDC are fully satisfied.

10.2 Customer’s Obligations
(a) The Customer must:
 - execute all documents and do all things reasonably required by AMDC to register and perfect this security interest;
 - provide details of any real property it owns upon request; and
 - not create, permit or allow to exist any mortgage, encumbrance, or other security interest in priority to AMDC’s interest without prior written consent.
(b) If the Customer fails to execute documents to give effect to this security, the Customer irrevocably appoints AMDC and its authorised officers as its attorney to execute such documents and do such acts on its behalf.

10.3 Caveat and Registration Rights
(a) AMDC may lodge a caveat or other security notice over any real property or register its interest on the Personal Property Securities Register to protect its charge.
(b) The Customer expressly:
 - consents to the lodgment of such caveats; and
 - waives any right to object to their lodgment or seek their removal while any amount remains outstanding.
(c) AMDC is not required to provide further notice to the Customer prior to lodging a caveat or registering its security interest.

10.4 Enforcement
(a) If the Customer defaults on any payment or other obligation, AMDC may, at its option and without prejudice to other rights:
 - enforce the charge;
 - appoint a receiver or receiver and manager over charged property;
 - realise or sell the charged property; and
 - apply any proceeds towards amounts owed.
(b) AMDC’s rights under this clause are in addition to and do not limit its rights under any other security or legal remedy available at law or in equity.

10.5 Priority and PPSA Registration
(a) The Customer acknowledges that this charge may constitute a security interest under the PPSA.
(b) AMDC may register a financing statement or financing change statement in respect of this charge and the Customer agrees to do all things reasonably required to perfect AMDC’s security interest.
(c) This security interest ranks in priority to any subsequent interest granted by the Customer.

10.6 Survival and Continuing Security
(a) This security and charge:
 - survives termination or completion of any contract for the supply of goods or services; and
 - remains in effect until all amounts owed to AMDC are fully discharged.
(b) AMDC’s rights under this clause are cumulative and not exclusive of any rights under the PPSA, common law, or equity.

 

11. Warranties, Returns, and Consumer Guarantees

11.1 Compliance with Australian Consumer Law (ACL)
(a) AMDC complies with the ACL, which provides statutory guarantees that cannot be excluded, restricted, or modified in respect of Goods and Services supplied to a “consumer” (as defined in section 3 of the ACL).
(b) Nothing in these Terms is intended to exclude, restrict or modify any rights or remedies that the Customer may have under the ACL or any other applicable law.

11.2 Statutory Guarantee Notice (Mandatory Wording)
Where Goods or Services are supplied to a consumer within the meaning of the ACL:

“Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.”

11.3 AMDC’s Liability under ACL
(a) If the Customer is a consumer, AMDC’s liability is limited to the remedies available under the ACL, which may include:
 - repair or replacement of the Goods;
 - resupply of the Services;
 - refund of the purchase price; and/or
 - compensation for reasonably foreseeable loss or damage.
(b) If the Customer is not a consumer, to the maximum extent permitted by law, AMDC’s liability is limited to (at AMDC’s option):
 - the repair or replacement of the Goods; or
 - payment of the cost of repair or replacement.

11.4 Inspection and Notification of Defects
(a) The Customer must carefully inspect the Goods immediately upon delivery or collection.
(b) Any alleged defect, damage, short delivery, or non-compliance with the order must be notified to AMDC in writing within five (5) business days of delivery.
(c) If the Customer fails to notify AMDC within this timeframe, the Goods will be deemed to have been accepted in good order and condition (except where a hidden defect is involved and the Customer can demonstrate the defect was not reasonably discoverable earlier).

11.5 Return of Goods
(a) Returns will only be accepted where:
 - AMDC has agreed in writing that the Goods are defective, non-compliant or otherwise returnable under the ACL or these Terms;
 - the Goods are returned in their original condition and packaging (unless defective in a way that makes this impractical); and
 - the return occurs within a reasonable timeframe and in accordance with AMDC’s instructions.
(b) Custom-made, special-order, or modified products are not returnable unless required under the ACL.
(c) The Customer must not return any Goods without AMDC’s prior written authorisation (Return Authorisation Number or equivalent).
(d) Returned Goods remain at the Customer’s risk until physically received and inspected by AMDC.

11.6 Exclusions and Limitations
To the maximum extent permitted by law, AMDC is not liable for defects, damage or loss arising from:
 - misuse, abuse, neglect, or unauthorised modifications;
 - improper storage, handling or installation contrary to AMDC’s instructions;
 - failure to follow Australian Standards or manufacturer’s instructions;
 - normal wear and tear;
 - movement, expansion or contraction of timber caused by environmental conditions;
 - the Customer’s failure to comply with their obligations under these Terms.

11.7 Timber Products and Natural Variations
(a) Timber and timber-based products may exhibit natural variations in colour, grain, texture, and moisture content. These are inherent characteristics of the material and not defects.
(b) Timber may expand or contract in response to environmental conditions such as temperature and humidity. AMDC is not responsible for natural movement or aesthetic changes resulting from such factors.
(c) Timber doors and mouldings must be stored and installed strictly in accordance with AMDC’s care and handling instructions and AS 2688:2017 (Timber doors – Care, storage and installation).
(d) Improper storage or failure to seal and maintain doors and mouldings may void warranty rights.

11.8 Commercial Warranties
(a) Any express warranty provided by AMDC in addition to statutory guarantees is set out in the relevant product documentation or quote and applies subject to its terms and conditions.
(b) Express warranties do not override statutory rights and must be read in conjunction with the ACL.

11.9 Customer’s Responsibilities
The Customer must:
 - comply with AMDC’s storage, sealing, handling, and installation instructions;
 - provide AMDC with reasonable access to inspect alleged defects; and
 - not carry out or authorise repairs or alterations to Goods without AMDC’s prior written consent, as this may void the warranty.

11.10 No Consequential Loss
Except as required by law, AMDC is not liable for any indirect, special, incidental or consequential loss (including loss of profit or business) arising out of or related to the Goods or Services supplied.

11.11 Survival of Rights
The rights and obligations under this clause survive termination, completion, or expiration of any contract for the supply of Goods.

12. Door Warranty Terms

12.1 Storage, Handling and Installation Requirements
(a) All doors must be:
 - stored flat and level on a horizontal surface;
 - kept in a dry, well-ventilated location, away from direct sunlight, moisture, and extreme temperatures;
 - fully sealed on all faces and edges, including top and bottom, prior to installation; and
 - handled and installed strictly in accordance with AMDC’s Door Care & Installation Guide and AS 2688:2017 (Timber doors – Care, storage and installation).
(b) Failure to follow these requirements will void the warranty.

12.2 Finishes and Heat Absorption
(a) The use of dark-coloured finishes, particularly on external doors, may cause excessive heat absorption, leading to bowing, warping, resin bleed or veneer movement.
(b) AMDC does not warrant doors finished in dark colours or installed in conditions where surface temperatures may exceed recommended tolerances.
(c) The Customer must follow AMDC’s published Finishing Guidelines.

12.3 Warp Tolerances
(a) Warp is a distortion in the door itself and does not refer to bowing of the jamb or frame.
(b) Warp tolerances are measured as per AS 2688:2017:
 - up to 2100 mm × 920 mm: 5 mm warp tolerance
 - 2100 mm – 2400 mm × 920 mm: 6 mm warp tolerance
 - up to 2400 mm × 1200 mm: 8 mm warp tolerance
(c) Warp tolerances are measured over the door’s full length and width on a flat surface and only after the door has been hung and acclimatised for 24–48 hours.
(d) Warp within these tolerances is not considered a defect under the warranty.

12.4 Large Door Sizes
(a) Doors exceeding 2400 mm in height or 1200 mm in width are not warranted against warp or bow.
(b) Customers purchasing oversized doors do so with the understanding that additional movement may occur and must follow best-practice installation methods, including appropriate framing, sealing, and climate control.

12.5 Exclusions
The warranty does not cover:
 - improper handling, storage, or installation;
 - failure to seal or maintain the door;
 - painting, staining or finishing with non-compliant or unsuitable products;
 - installation of doors in extreme or unsheltered environments (e.g., high humidity, direct weather exposure) contrary to AMDC recommendations;
 - movement, swelling or shrinkage due to environmental factors;
 - use of mixed veneer species or non-standard finishes unless pre-approved in writing by AMDC;
 - damage caused by alterations, misuse, abuse, or lack of proper maintenance;
 - normal variations in timber grain, colour, or texture.

12.6 Inspection and Claims Procedure
(a) All doors should be inspected upon delivery or collection.
(b) Any claims for visible defects must be made in writing to AMDC within five (5) business days of delivery or collection.
(c) Doors must not be hung, modified, or finished before inspection and approval by AMDC for warranty purposes.
(d) Warranty claims must include:
 - proof of purchase;
 - photographs of the alleged defect; and
 - details of storage, sealing, and installation conditions.
(e) AMDC reserves the right to inspect the door in situ before determining a claim outcome.

12.7 Warranty Limitations
(a) To the extent permitted by law, AMDC’s liability under this warranty is limited to repair, replacement, or refund (at AMDC’s option).
(b) AMDC is not liable for indirect or consequential loss, including installation or removal costs, unless required under the ACL.
(c) This warranty applies only to the original purchaser and is not transferable.

12.8 Statutory Rights Under Australian Consumer Law
This warranty is in addition to and does not limit your rights under the Competition and Consumer Act 2010 (Cth) — Australian Consumer Law.

“Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.”

12.9 Reference to Guides and Technical Resources
(a) All warranty assessments are made in accordance with AMDC’s published:
 - Door Care & Installation Guide
 - Finishing Guidelines
 - Storage and Handling Instructions
 - Door Warranty Terms and Conditions (detailed version)
(b) These documents form part of the warranty conditions and are available at [AMDC website URL].
(c) Customers are deemed to have received and accepted these requirements upon purchase.

12.10 Warranty Period
(a) The standard manufacturer’s warranty period for timber doors is 12 months from the date of delivery, subject to proper storage, sealing, and installation.
(b) Claims made outside the warranty period will be assessed at AMDC’s discretion and may incur service charges.

13. Intellectual Property

13.1 Ownership of Intellectual Property
(a) All intellectual property rights (including but not limited to copyrights, trade marks, registered and unregistered designs, patents, trade secrets, know-how, technical data, specifications, CAD files, moulding profiles, custom joinery designs, marketing collateral, software, manuals, photographs, and content) created, developed or supplied by AMDC in connection with the supply of Goods or Services remain the sole and exclusive property of AMDC.
(b) Nothing in these Terms transfers ownership of any AMDC intellectual property to the Customer.
(c) Any intellectual property that arises from modifications or enhancements to AMDC products, designs, processes or materials remains the property of AMDC, whether created by AMDC alone or jointly with the Customer.

13.2 Customer Use of AMDC Intellectual Property
(a) The Customer is granted a non-exclusive, non-transferable, revocable licence to use AMDC’s intellectual property solely for the purpose for which the Goods or Services were supplied and strictly in accordance with these Terms.
(b) The Customer must not:
 - reproduce, copy, adapt, modify, decompile, reverse-engineer, or otherwise use any AMDC IP for commercial purposes other than as agreed;
 - remove or obscure any AMDC branding, logos, trade marks, or copyright notices; or
 - use AMDC intellectual property in a way that may misrepresent the relationship between AMDC and the Customer.

13.3 Customer Intellectual Property
(a) Where the Customer provides designs, specifications, drawings, logos, trade marks, or other intellectual property to AMDC for use in manufacturing or providing Goods or Services, the Customer:
 - warrants that it has all necessary rights, licences, and permissions to use and provide that intellectual property;
 - grants AMDC a non-exclusive licence to use that intellectual property to the extent required to fulfil the Customer’s order; and
 - indemnifies AMDC from and against any loss, damage, claim, demand, or liability (including legal costs on a full indemnity basis) arising from a third-party claim of infringement or misuse.

13.4 Confidential Information
(a) The Customer acknowledges that AMDC may disclose technical information, pricing, design concepts, or other commercially sensitive information in the course of supplying Goods or Services.
(b) The Customer must keep all such information strictly confidential and not disclose it to any third party without AMDC’s prior written consent, except as required by law.
(c) This obligation survives termination or completion of any contract between AMDC and the Customer.

13.5 Moral Rights and Attribution
(a) Where applicable, AMDC asserts its moral rights (including the right of attribution and integrity) in its works under the Copyright Act 1968 (Cth).
(b) The Customer must not falsely attribute authorship of AMDC’s designs, works, or materials to itself or a third party.

13.6 Breach and Remedies
(a) Any unauthorised use, reproduction, or disclosure of AMDC intellectual property or confidential information constitutes a material breach of these Terms.
(b) AMDC reserves the right to seek injunctive relief, damages, or other remedies (including equitable relief) without limitation.

 

14. Default

14.1 Definition of Default
For the purposes of these Terms, a Default Event occurs if:
(a) the Customer fails to make any payment due to AMDC by the due date;
(b) the Customer breaches any material term of these Terms or any related agreement;
(c) the Customer becomes insolvent, appoints an administrator, controller, receiver or liquidator, enters into a deed of company arrangement, or is otherwise unable to pay its debts as and when they fall due;
(d) an execution, distress or other enforcement process is levied against the Customer or its property; or
(e) in the case of an individual, the Customer becomes bankrupt or enters into an arrangement with creditors.

14.2 Interest on Overdue Amounts
(a) Interest will accrue on any overdue amount at a rate of 2.5% per month, compounding monthly from the due date until payment in full is received.
(b) Interest will be calculated on a daily basis and may be capitalised.
(c) The Customer acknowledges that this is a genuine pre-estimate of loss suffered by AMDC as a result of delayed payment.

14.3 Recovery Costs and Enforcement
(a) The Customer must pay all costs and expenses incurred by AMDC in connection with the recovery of overdue amounts, including but not limited to:
 - legal fees on a full indemnity basis;
 - debt collection agency commissions and costs; and
 - enforcement costs and court filing fees.
(b) Such costs and expenses are recoverable as a debt due and payable to AMDC.

14.4 Suspension and Cancellation Rights
(a) If a Default Event occurs, AMDC may, without prejudice to any other rights or remedies it may have:
 - suspend or cancel any existing orders;
 - withhold further supply of Goods or Services;
 - terminate any contract with the Customer;
 - enforce any security interest held; and/or
 - retake possession of Goods subject to retention of title under Clause 8.
(b) AMDC is not liable to the Customer for any loss or damage resulting from such suspension, withholding or cancellation.

14.5 Acceleration of Amounts Owing
Upon the occurrence of a Default Event, all amounts then owing by the Customer to AMDC, whether or not otherwise due and payable, will immediately become due and payable.

14.6 Right to Set-Off
AMDC may set off any amounts owing to the Customer against any amounts due from the Customer to AMDC.

14.7 No Waiver
Failure by AMDC to exercise any right under this clause does not constitute a waiver of its rights and does not affect its ability to exercise such rights at a later time.

14.8 Personal Guarantees (if applicable)
Where personal guarantees have been provided, AMDC may pursue guarantors jointly and severally with the Customer for all amounts owing, including interest and costs, without first exhausting remedies against the Customer.

15. Cancellation

15.1 AMDC’s Right to Cancel
(a) AMDC may cancel all or part of an order for Goods or Services at any time prior to delivery or collection if:
 - it is unable to source materials or manufacture the Goods due to circumstances beyond its reasonable control;
 - the Customer is in default under these Terms;
 - supply would breach applicable laws or regulations; or
 - the parties agree in writing to cancel.
(b) Where AMDC cancels an order other than for Customer default, it will refund any monies paid by the Customer in relation to the cancelled portion of the order.
(c) AMDC will not be liable for any indirect, consequential, or incidental loss arising from such cancellation, except as required under the Australian Consumer Law.

15.2 Customer Cancellation of Standard Orders
(a) The Customer may request cancellation of an order for standard (non-custom) products prior to dispatch.
(b) AMDC may, at its sole discretion, accept or refuse the cancellation. If accepted, AMDC may deduct or charge:
 - reasonable handling and administrative costs;
 - costs incurred in sourcing, preparing, or packaging the Goods; and
 - any non-recoverable third-party charges.
(c) Refunds (if applicable) will be processed within a reasonable period after confirmation of cancellation.

15.3 Custom and Made-to-Order Products
(a) Orders for custom, made-to-order, or modified products cannot be cancelled once production has commenced.
(b) This includes (but is not limited to) doors, mouldings, profiles, joinery, or products manufactured to specific dimensions, finishes, or specifications.
(c) If the Customer cancels or fails to take delivery of custom products, the Customer remains liable for the full contract price and any additional costs incurred by AMDC.

15.4 Consequences of Customer Cancellation
(a) If the Customer cancels an order in whole or in part (including uncollected or undelivered Goods), AMDC may recover from the Customer all losses, costs, expenses, and damages arising from the cancellation, including (but not limited to):
 - restocking fees;
 - manufacturing and material costs;
 - supplier cancellation or return fees;
 - storage and handling costs; and
 - loss of anticipated profit on the cancelled portion of the order.
(b) AMDC may set off such losses against any amounts paid by the Customer.

15.5 Force Majeure Events
Where cancellation arises due to a force majeure event (e.g., supply chain disruption, natural disaster, industrial action, pandemic, or government action), both parties will act in good faith to mitigate losses and, where possible, reschedule rather than cancel the order. This does not affect any statutory rights under the ACL.

15.6 Interaction with Consumer Rights
(a) Nothing in this clause limits the Customer’s statutory rights under the Australian Consumer Law in relation to defective Goods or major failures.
(b) Where the Customer is entitled to a remedy under the ACL, the cancellation, refund or replacement process will be managed in accordance with those statutory rights.

15.7 Cancellation Procedure
(a) All cancellation requests must be submitted to AMDC in writing (by email or other agreed method).
(b) Cancellation is not effective until confirmed in writing by AMDC.
(c) Where applicable, AMDC will provide the Customer with a statement of any charges or deductions associated with the cancellation.

16. Privacy

16.1 Compliance with Privacy Law
(a) Australian Moulding and Door Company (AMDC) collects, stores, uses, and discloses personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs).
(b) AMDC is committed to protecting the privacy of individuals and complying with all applicable privacy, credit reporting, and data security obligations.
(c) By providing personal information to AMDC, the Customer acknowledges that AMDC will handle that information in accordance with this clause and its published Privacy Policy.

16.2 Collection of Personal Information
(a) AMDC may collect personal information including (but not limited to):
 - names, addresses, contact details, ABN/ACN numbers;
 - credit and billing information;
 - trade references and credit history;
 - transaction and order details; and
 - other information relevant to account management, credit assessment, and business operations.
(b) Personal information may be collected directly from the Customer, its representatives, public registers, credit reporting bodies, trade referees, or other third parties with the Customer’s consent or as otherwise permitted by law.

16.3 Use and Disclosure of Personal Information
(a) AMDC may use and disclose personal information for purposes including:
 - processing orders and managing accounts;
 - credit assessment and credit reporting;
 - delivering products and services;
 - communicating with the Customer;
 - collecting overdue amounts and enforcing legal rights; and
 - complying with legal and regulatory obligations.
(b) Personal information may be disclosed to:
 - credit reporting agencies and financiers;
 - debt collection agencies;
 - insurers, legal advisers, accountants, and other professional advisers;
 - delivery and logistics partners; and
 - regulators and government authorities as required by law.
(c) Where information is disclosed to third parties, AMDC will take reasonable steps to ensure that those parties handle personal information in accordance with the Privacy Act.

16.4 Credit Reporting Information
(a) If the Customer applies for a credit account, AMDC may:
 - obtain credit reports from credit reporting bodies;
 - disclose credit information to those bodies, including defaults and overdue payments; and
 - use credit information to assess creditworthiness, manage credit accounts, and collect overdue amounts.
(b) AMDC complies with Part IIIA of the Privacy Act 1988 (Cth) and the Privacy (Credit Reporting) Code 2014 (Cth) in respect of credit reporting.

16.5 Data Security and Storage
(a) AMDC takes reasonable steps to protect personal information from misuse, interference, loss, unauthorised access, modification or disclosure.
(b) Information is stored securely in physical and electronic form, with appropriate access controls.
(c) Where personal information is no longer required, AMDC will take reasonable steps to destroy or de-identify it in accordance with the APPs.

16.6 Cross-Border Disclosure
(a) AMDC does not generally disclose personal information overseas.
(b) If disclosure outside Australia is required (e.g., for cloud hosting or logistics services), AMDC will take reasonable steps to ensure that the recipient complies with privacy standards substantially similar to those in the Privacy Act.

16.7 Access, Correction and Complaints
(a) Customers have the right to request access to, or correction of, their personal information held by AMDC.
(b) Requests must be made in writing and AMDC will respond within a reasonable time.
(c) If the Customer is not satisfied with AMDC’s response, they may lodge a complaint with the Office of the Australian Information Commissioner (OAIC).

16.8 Notifiable Data Breaches
In the event of a data breach involving personal information that is likely to result in serious harm, AMDC will comply with the Privacy Act 1988 (Cth) Notifiable Data Breaches (NDB) scheme, including assessing the breach, notifying affected individuals, and reporting to the OAIC where required.

16.9 Consent
By providing personal information to AMDC (whether via account application, online purchase, or other means), the Customer consents to its collection, use and disclosure in accordance with this clause and AMDC’s Privacy Policy.

16.10 Privacy Policy
A copy of AMDC’s full Privacy Policy, which explains in more detail how personal information is collected, used, disclosed and managed, is available on AMDC’s website or upon request.

17. Governing Law and Jurisdiction

17.1 Governing Law
These Terms and any contract arising from them are governed by and will be construed in accordance with the laws of the State of Victoria, Australia — being the jurisdiction in which AMDC’s principal place of business is located — except to the extent that mandatory local laws apply in another jurisdiction.

17.2 Mandatory Local Laws
(a) Where Goods or Services are supplied, delivered, or performed outside Victoria, these Terms are subject to the mandatory local laws of that jurisdiction to the extent they cannot be lawfully excluded. This includes, without limitation, any applicable security of payment legislation or construction industry legislation in the relevant State or Territory.
(b) Examples of applicable legislation include (but are not limited to):
 - Building and Construction Industry Security of Payment Act 2002 (Vic)
 - Building and Construction Industry Security of Payment Act 1999 (NSW)
 - Building Industry Fairness (Security of Payment) Act 2017 (QLD)
 - Building and Construction Industry Security of Payment Act 2009 (SA)
 - and equivalent legislation in WA, ACT, TAS and NT.
(c) AMDC will comply with applicable mandatory laws in each jurisdiction, including those relating to payment claims, adjudication procedures, and other statutory rights or obligations.

17.3 Jurisdiction for Disputes
(a) Subject to clause 17.2, the parties irrevocably submit to the exclusive jurisdiction of the courts of Victoria and any courts competent to hear appeals from those courts.
(b) AMDC retains the right (but not the obligation) to commence proceedings or enforce judgments in any jurisdiction where the Customer resides, carries on business, or has assets.
(c) The Customer waives any objection to proceedings being brought in those courts on the grounds of inconvenience or forum non conveniens.

17.4 Service of Process and Notices
(a) The Customer agrees to accept service of any legal process or notice by pre-paid post or email to its last known address or registered office.
(b) Service will be deemed effective three (3) business days after posting (within Australia) or upon successful email transmission, whichever occurs first.

17.5 Alternative Dispute Resolution
(a) Without limiting AMDC’s right to pursue court proceedings, the parties may in good faith seek to resolve disputes through informal negotiation or mediation prior to litigation.
(b) Nothing in this clause prevents either party from seeking urgent interlocutory or injunctive relief.

18. Force Majeure

18.1 Definition of Force Majeure Event
For the purposes of these Terms, a Force Majeure Event means any event or circumstance beyond a party’s reasonable control that prevents, delays, or materially hinders that party’s performance of its obligations under this agreement.
Such events may include (but are not limited to):

• natural disasters (including bushfires, floods, earthquakes, storms, or other extreme weather events);
• pandemics, epidemics, or public health emergencies (including government-imposed lockdowns or restrictions);
• war, acts of terrorism, civil unrest, or embargoes;
• labour disputes, industrial action, or strikes not caused by the affected party;
• supplier or manufacturing failures outside the affected party’s control;
• government actions, regulatory changes, or transport blockages; and
• failures or disruptions to utilities, power, telecommunications, or transport infrastructure.

18.2 Suspension of Obligations
(a) If a Force Majeure Event occurs, the affected party’s obligations (other than payment obligations) are suspended to the extent and for the duration of the impact caused by the event.
(b) The affected party must use reasonable endeavours to mitigate the effects of the Force Majeure Event and to recommence performance as soon as reasonably practicable.
(c) AMDC is not liable for any failure or delay in performance caused by a Force Majeure Event.

18.3 Notification Requirements
(a) A party affected by a Force Majeure Event must promptly notify the other party in writing, providing:
 - details of the event;
 - the anticipated impact on its ability to perform its obligations; and
 - (where possible) an estimate of the expected duration.
(b) If the event continues, the affected party must provide regular updates on the status of the event and its impact on performance.

18.4 Extended Force Majeure Events
(a) If the Force Majeure Event continues for more than 30 days, either party may terminate the contract or the affected portion of it by providing written notice to the other party.
(b) Termination under this clause does not give rise to a claim for damages by either party, except for rights that had accrued before the event.
(c) AMDC will not be liable for any indirect or consequential loss arising from such termination.

18.5 Exclusions
(a) A Force Majeure Event does not relieve the Customer from the obligation to make payments that became due prior to the commencement of the event.
(b) A party’s lack of funds or inability to pay is not a Force Majeure Event.

18.6 Interaction with Consumer Rights
Nothing in this clause limits the Customer’s statutory rights under the Competition and Consumer Act 2010 (Cth) (Schedule 2 — Australian Consumer Law), including guarantees that cannot be excluded. Where applicable, AMDC will comply with all relevant statutory obligations.

 

19. General Provisions

19.1 No Waiver

(a) A failure, delay, or partial exercise by AMDC of any right, power, or remedy under these Terms does not operate as a waiver of that right, power, or remedy.
(b) A waiver of a right or remedy must be in writing and signed by an authorised representative of AMDC.
(c) A waiver of a breach does not operate as a waiver of any other breach, whether of the same or a different nature.

19.2 Severability

(a) If any provision of these Terms is found to be invalid, illegal, or unenforceable for any reason, that provision will be severed from the agreement to the minimum extent necessary.
(b) The remainder of the Terms will continue in full force and effect, and the parties will use reasonable efforts to negotiate a valid replacement provision that most closely reflects the original intent of the invalid clause.

19.3 Subcontracting and Assignment

(a) AMDC may, at its discretion, subcontract, assign, or novate any part of its rights or obligations under these Terms to third parties, including contractors, logistics providers, manufacturing partners, or finance partners, without the Customer’s prior consent.
(b) Subcontracting or assignment does not relieve AMDC of its primary obligations under these Terms.
(c) The Customer must not assign, transfer, or otherwise deal with its rights or obligations under these Terms without AMDC’s prior written consent, which may be withheld at AMDC’s absolute discretion.

19.4 Amendments to Terms

(a) AMDC may amend or update these Terms from time to time to reflect changes in law, commercial practice, product offerings, or operational requirements.
(b) Any amended Terms will be effective and binding for all future transactions:

·       once published on AMDC’s website; or

·       upon written or electronic notification to the Customer.

(c) The version of the Terms in effect at the time of order placement will govern that transaction.
(d) It is the Customer’s responsibility to review the Terms periodically to ensure it is aware of any updates.

19.5 Legal Capacity and Authority

The Customer warrants that:

·       it has the legal capacity, power, and authority to enter into and perform its obligations under these Terms;

·       it is duly incorporated or validly established (if applicable) and authorised to enter into legally binding contracts; and

·       any person placing an order on its behalf is duly authorised to do so.

(b) AMDC may rely on the apparent authority of any person who places orders or gives instructions on behalf of the Customer.

19.6 Entire Agreement

(a) These Terms, together with any written quotation, invoice, or written agreement signed by both parties, constitute the entire agreement between AMDC and the Customer in relation to the supply of Goods and/or Services.
(b) They supersede all prior negotiations, representations, and agreements relating to the subject matter.
(c) No representation, warranty, or agreement not expressly set out in these Terms has legal effect.

19.7 Further Assurances

The Customer agrees to do all acts, matters, and things (including signing further documents) reasonably required by AMDC to give effect to these Terms and to enable AMDC to exercise its rights.

19.8 Electronic Transactions

(a) The parties agree that these Terms may be accepted and executed by electronic means, including by clicking “I accept,” electronic signature, or email confirmation.
(b) The parties agree that such acceptance creates a legally binding contract in accordance with the Electronic Transactions Act 1999 (Cth) and corresponding State and Territory legislation.

20. Timber Length Supply Terms

20.1 The Customer acknowledges and agrees that all natural timber products (including but not limited to Clear Pine and Kiln Dried Hardwood (KDHW)) are supplied in random lengths in accordance with standard Australian timber industry practices and sustainable forestry principles.

20.2 Random length supply means that:
(a) AMDC will supply the total lineal metre quantity ordered;
(b) AMDC cannot guarantee set or specific lengths for natural timber products; and
(c) Orders will be fulfilled using a practical and commercially reasonable mix of lengths, subject to stock availability.

20.3 Timber products that are manufactured or engineered (e.g., MRMDF and finger-jointed pine) may be available in set lengths. Any set length requests must be agreed to in writing prior to acceptance of an order.

20.4 The Customer must order natural timber products by lineal metre. Any attempt to specify fixed lengths for non-manufactured timber will be deemed a request only and shall not form part of the contract unless expressly accepted in writing by AMDC.

20.5 The Customer acknowledges that:
(a) Timber is a natural product and cannot be manufactured to fixed dimensions without significant wastage and cost;
(b) Minor variations in length, colour, grain, and finish are inherent characteristics of natural timber and are not defects;
(c) AMDC shall not be liable for any claims, costs, or delays arising from the Customer’s reliance on set lengths where none were guaranteed in writing.

20.6 The Customer must allow for additional lineal metreage (recommended 5–10%) to accommodate on-site cutting and optimisation.

20.7 By placing an order for natural timber products, the Customer accepts these random length supply conditions as fundamental terms of sale.

 

Bibliography & Legislative References

1. Competition and Consumer Act 2010 (Cth) — Schedule 2 Australian Consumer Law
2. Building and Construction Industry Security of Payment Act 2002 (Vic) and equivalent Acts in NSW, QLD, SA, WA, ACT, NT and TAS
3. Personal Property Securities Act 2009 (Cth)
4. Privacy Act 1988 (Cth) — Australian Privacy Principles
5. Fair Trading Act 1999 (Vic) and equivalent state Fair Trading legislation
6. Goods Act 1958 (Vic) and Sale of Goods legislation in other jurisdictions
7. Corporations Act 2001 (Cth)
8. Australian Consumer Law and Fair Trading Act 2012 (Vic)
9. Civil Liability Act 2002 (NSW) and equivalent state laws
10. Building Code of Australia and AS 2688:2017 Timber Doors
11. Australian Competition and Consumer Commission (ACCC) Guidelines — Consumer guarantees and unfair contract terms.
12. Standards Australia – AS/NZS Timber and Door Standards.
13. State and Territory courts practice directions on security of payment enforcement.

This document has been drafted to comply with Australian commercial law, consumer law, PPSA, privacy law, and security of payment legislation across all jurisdictions.
Where state-specific provisions apply (e.g., SOPA), AMDC will follow the relevant local law.