Terms & Conditions - Resourceful Living

Resourceful Living – Trade Clients Terms and Conditions of Sale

1. INTRODUCTION

1.1 Resourceful Living operates a Trade & Commercial business division which caters to the needs of designers, architects, developers, specifiers and other approved trade customers (Trade Clients). Resourceful Living may, in its

discretion, offer certain discounts to Trade Clients who purchase goods from Resourceful Living for residential and commercial projects in Australia. If you are a Trade Client, then your receipt of a discount from Resourceful Living is at the

discretion of Resourceful Living and your purchase of those discounted goods is exclusively subject to these terms and conditions of sale (Terms).

1.2 At any time we may request you to provide us with evidence (specified by us) that you are presently qualified to be a Trade Client, and you agree to provide us with that evidence. Resourceful Living has the right terminate these Terms

if we are not satisfied that you qualify to be a Trade Client.

1.3 As a valued Trade Client, you should understand that these Terms apply to all products which you purchase directly from Resourceful Living (Products) in your capacity as a Trade Client.

1.4 In these terms we, our, us, Resourceful Living and similar expressions, refer to Resourceful Living Group Pty Ltd (ACN 650 504 331).

1.5 Trade Clients, you, your (and similar expressions) refers to a person (including a corporate entity) which has been approved by Resourceful Living to open a Trade and Commercial Account, and to purchase Products subject to these

Terms and Conditions.

1.6 These Terms govern the agreement between Resourceful Living and you, the Trade Client to the exclusion of any other terms that you or an End Customer (as later defined) seek to impose or incorporate. To the extent permitted by

law, these Terms also exclude any terms which are implied by law, trade custom, practice or course of dealing.

2. ROLE OF TRADE CLIENT

2.1 Resourceful Living relies upon and assumes that:

(a) the role of the Trade Client is to act as the primary contracting entity in all dealings with Resourceful Furniture; and

(b) if the Trade Client is purchasing Products from Resourceful Living for their own client (called the End Customer), the End Customer is not a customer of Resourceful Living with respect to a Product which is purchased

by the Trade Client; and

(c) if the Trade Client is purchasing Products from Resourceful Living for the End Customer, the Trade Client, in purchasing Products from Resourceful Living, is not acting as the agent of the End Customer.

2.2 The Trade Client must be responsible for all aspects of the order placed by it with Resourceful Living for the purchase of Products including (but not limited to):

(a) all communications with Resourceful Living as part of the purchase of the Products process;

(b) choice of design and any specifications;

(d) arranging for Resourceful Living to receive payment for the purchase of Products; and

(e) arranging delivery and/or installation (if applicable) of the Product to you or, at your request, to your End Customer.

2.3 Where a Trade Client places an order with Resourceful Living for the purchase of Products for their End Customer, Resourceful Living will not provide any quotation, price, invoice or other information regarding the purchase to their

End Customer (subject to clause 2.5). You agree that Resourceful Living will liaise exclusively with you, the Trade Client, in relation to the purchase of Products.

2.4 Where a Trade Client selects and places an order for the purchase of Products for their End Customer, and if you, the Trade Client:

(a) request Resourceful Living to receive and accept payment (at a price which includes the Trade Client’s discount) directly from the End Customer for the Products; and/or

(b) request Resourceful Living to deal directly with the End Customer for any warranty claims on those Products,

then Resourceful Living may require your written authorisation (in a form which is acceptable to Resourceful Living) before it complies with any such request for that End Customer.

2.5 If Resourceful Living accedes to your request made under clause 2.4:

(a) the End Customer will be acting as the agent of the Trade Client and the Trade Client, (not the End Customer) will remain as the customer of Resourceful Living;

(b) the Trade Client must notify the End Customer of these Terms, the pricing, the trade discount and Product selections (and you accept that Resourceful Living may share those details with the End Customer);

(c) the Trade Client is, and remains, solely responsible at all times with respect to the Product selection, including all components of the Products, and compliance with these Terms;

(d) Resourceful Living will rely upon its communications with the Trade Client, to the exclusion of communications with the End Customer. If there is a dispute between Resourceful Living and the End Customer about

these circumstances, you, the Trade Client, agree at all times to indemnify Resourceful Living from all loss, liability, including any special, indirect or consequential loss or damage of any nature whatsoever caused to

Resourceful Living arising in connection with that dispute.

2.7 In performing your obligations under these Terms, you agree you shall comply with all applicable laws, statutes, regulations and codes from time to time in force.

2.8 The Products are intended for use only in Australia. Resourceful Living does not warrant that the Products will comply with the laws, regulations or standards outside Australia. In the event that you export any Products outside of

Australia you are solely responsible for compliance with laws, regulations or standards and you agree to indemnify Resourceful Living from all loss, liability, including any special, indirect or consequential loss or damage of any nature

whatsoever caused to Resourceful Living arising in connection with such export.

3. QUOTATION

3.1 A quotation provided by us will be valid for 30 days from the date of issue or such other period stated therein, whichever is earlier.

3.2 The Quotation excludes delivery, installation, insurance in transit, packaging, crating, handling charges, agents’ charges and any other charges, which are payable in addition to the quotation where this is required.

3.3 Any alteration to the specifications of an item in a quotation is subject to a price review.

3.4 If you elect to have the Products delivered and installed by us, the delivery and installation costs will be quoted separately prior to delivery.

3.5 Resourceful Living reserves the right to accept or reject in its absolute discretion any order, or part of an order, which it may receive from you.

4. PLACING AN ORDER

4.1 Resourceful Living reserves the right, acting reasonably, to accept or reject in its absolute discretion any order, or part of an order, which it may receive from you.

4.2 When a deposit is accepted by Resourceful Living relating to your purchase of the Products, the order becomes immediately binding on Resourceful Living and you agree to all of the terms and conditions set out in these Terms.

4.3 When placing an order and paying either the full payment or a deposit, you acknowledge and agree that you have satisfied yourself that the Products meet your requirements and are suitable and sufficient for your intended purpose in

all respects.

5 PRICING

5.1 All prices are, for supply in Australia, in Australian Dollars based on Ex Resourceful Living’s warehouse.

5.2 Unless otherwise stated, all recommended trade prices quoted include Goods and Services Tax (GST), which is listed separately on the tax invoice. You are responsible for payment of all taxes (including GST), duties, excises, levies,

and charges associated with supplying the Products.

5.3 If applicable delivery costs will be charged in addition to the price of Products and these are included in the total cost of the order as quoted.

5.4 All additional costs payable by you pursuant to these Terms are payable to Resourceful Living at such times as you are notified by Resourceful Living from time to time.

5.5 If we discover an error in the price or payment of any Products which you have ordered, we will inform you as soon as possible and give you the option of reconfirming your order at the correct price or cancelling it. If we are unable to

contact you, we will treat the order as cancelled. If the order is cancelled because we have discovered an error in the price and you have:

(a) paid a deposit for the Products; or

(b) paid the full price for the Products,

we will provide you with a full refund of the amount of the price that you have paid.

6. PAYMENT

6.1 Full and cleared payment for Products must be made by the Trade Client at the time of placing their order, except in the event of “made to order” Products which require a deposit. Production for “made to order” Products will

commence once the required deposit in cleared funds has been received by Resourceful Living.

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6.2 If a deposit is required:

(a) we will notify you of the required deposit before we process the order;

(b) the deposit will be a minimum of 50% of the value of the order (including GST); and

(c) we reserve the right to require payment of a larger deposit if the value of the order is sufficiently large or otherwise at our discretion.

6.3 When full payment or a deposit is received by Resourceful Living, in accordance with these Terms, the order becomes immediately binding on Resourceful Living, and you agree to all of the terms and conditions set out in these Terms.

6.4 When placing an order and making full payment or paying a deposit as required by these Terms, you acknowledge and agree that you have satisfied yourself that the Products meet your requirements and are suitable and sufficient for

your intended purpose in all respects.

6.5 Full and cleared payment of the final balance owing for “made to order” Products must be received by Resourceful Living at least one week before the estimated delivery date of the Products.

6.6 The full payment required comprises the price of the Products and all other charges payable by you pursuant to these Terms, less the deposit paid. Upon full payment, the deposit is applied as part of the price of the Products.

6.7 At the time that you place an order and pay the deposit for that order, we will issue you with a customer sales order that specifies the details of your order. The customer sales order becomes a tax invoice upon your full payment.

6.8 Where a Trade Client places an order with Resourceful Living for the purchase of Products for their End Customer, the Trade Client, and not the End Customer, is responsible for directly paying the price of purchased Products to

Resourceful Living in full. If your End Customer makes a direct payment to Resourceful Living, you acknowledge and agree that such payment is made by the End Customer acting with your authority and as your agent.

6.9 If you elect to have the Products delivered and installed by us, the delivery and installation costs must be paid in full prior to delivery.

6.10 You are also responsible for any costs incurred in making payment for the Products e.g. bank transfer fees and related charges.

7. RISK AND TITLE

7.1 All risk in Products passes to you on delivery or pick-up as specified below.

(a) If we deliver the Products, delivery occurs immediately after the Products are unloaded at the delivery address; and

(b) if you request to pick up the Products from our Resourceful Living warehouse, delivery occurs just prior to the Products being loaded onto transportation at the Resourceful Living warehouse, or once the Products are

collected by you at the warehouse, as applicable.

7.2 For warehouse collections, you are solely responsible (and therefore you accept the entire risk) for moving the Products from the warehouse pick-up point and loading into your vehicle. You are responsible for arranging for pick-up,

loading, and receipt of picked-up Products. Our personnel are not authorised to assist you in doing so, and Resourceful Living will not be liable for any loss or damage incurred, if they do so.

7.3 All title in the Products passes to you upon receipt by Resourceful Living of the full payment for the Products and all other charges payable by you pursuant to the sales order and these Terms.

8. STORAGE, AWAITING DELIVERY OR COLLECTION

8.1 You can defer delivery and we will store your order at no extra cost for up to two weeks beyond the previously advised Delivery Date (Free Storage) provided that:

(a) your order is ready in full in our warehouse; and

(b) you must request the Free Storage option by notifying us at least 48 hours before the Delivery Date.

Your order will be stored by us until the next Delivery Date (which must be within two weeks). This deferral and Free Storage option is available once only, with respect to an order.

8.2 You can request deferred delivery and pay for up to 4 weeks of additional storage in our warehouse (Extended Storage). You must request the Extended Storage option by notifying us at least 48 hours before the Delivery Date. A fee

quotation will be provided to you (based upon total volume off storage space occupied by your order) so that you can decide whether to accept the Extended Storage Option. Your order will be stored by us at your cost, until the next

Delivery Date (which must be within four weeks). This deferral and paid Extended Storage option is available once only, with respect to an order.

8.3 After either one of the storage options in clauses 8.1 or 8.2 is exhausted, delivery must be received.

9. DELIVERY

9.1 If you arrange for Resourceful Living to deliver the Products to you or, if applicable, the End Customer, the following applies:

(a) Any time quoted for delivery is an estimate only. The estimated delivery date will be arranged with you in advance, however, you must not defer the estimated delivery date without Resourceful Living’s prior written

consent.

(b) We reserve the right to make part deliveries of any order. Each part delivered shall constitute a separate sale of Products and will be invoiced accordingly. A part delivery of an order will not invalidate the balance of an

order or these Terms.

(c) Delivery charges will depend on where your Product is being delivered and the volume of the order. You are liable for payment of all delivery charges, including any additional charges incurred as a result of difficulties

with access (unless the failure to deliver on that date is due to Resourceful Living’s fault).

(d) You are responsible for ensuring that the correct delivery address details are provided to us.

(e) You are responsible for ensuring there is adequate access and entry to the premises at the delivery address to allow the delivery of the Products. It is your responsibility to ensure that all access points, including

doorways, stairwells, and goods lifts are able to accommodate the size of the Products. You must notify us in advance if there will be difficulties accessing the delivery address (e.g. staircases and narrow passages).

Delivery that involves multi-level staircases will be charged at an hourly rate per person required. Any additional costs in relation to access into the premises at the delivery address are your responsibility.

(f) We do not arrange any special deliveries involving cranes or access via a balcony or council or other permits that might be required to complete delivery. You are responsible for arranging, organising and paying for

these permits and services.

(g) Products will only be delivered if a person aged over 18 years and who is able to accept delivery at the delivery address is present at the time of delivery. If delivery cannot be made because:

(i) an appropriate person is not available to accept delivery on the pre-arranged delivery date and time; or

(ii) there be no space available to lay out the Products at the delivery address;

(iii) or it is otherwise not possible for the Products to be delivered into the premises, and delivery cannot be made,

the Products will be returned to our warehouse and you will be charged for transport and re-delivery costs.

9.2 If you do not accept delivery within 3 weeks after the estimated delivery date (the applicable ‘Delivery Period’), then immediately on expiry of the Delivery Period, Resourceful Living will either:

(a) If you have paid the full purchase price, require that you arrange for the Products to be delivered to a storage facility of your choosing and you are liable for all delivery and storage charges. Resourceful Living may

assist you with arranging this; or

(b) If you have not paid the full purchase price or if you do not attend to the matters in (a), rescind these Terms for sale of the Products by notice to you and treat your failure to accept delivery on the above terms as your

cancellation of the original order. In these circumstances, you:

(i) agree to forfeit the deposit paid or, if the Products are clearance stock items, the full price of the Products;

(ii) will have no further claim to the Products; and

(iii) Resourceful Living may (at its discretion) agree to sell the Products to you at a later date for the full purchase price without any discount for the deposit forfeited.

10. INSTALLATION

10.1 If you arrange for Resourceful Living to install your Product/s, installation charges apply and will vary based on the Product ordered and volume of the order. The installation site at the delivery address must be clear and free from

obstruction. You must notify us prior to the delivery date if there will be any other trades involved in the installation.

11. INSPECTION

11.1 If you have arranged to collect the Products from Resourceful Living’s depot, you may inspect your Products 48 hours before collection. If you exercise this option, you will be required to note any damage and/or non-conformity on

the documentation which is provided to you upon inspection. To the fullest extent permitted by law, unless notified within the time specified above, the Products and their condition are deemed to have been delivered and accepted.

11.2 If Resourceful Living is delivering the Products to the delivery address, you or the End Customer are required to inspect the Products upon delivery. The entity taking delivery at the delivery address will be required to note any

damage and/or non- conformity on the delivery documentation which is presented by the carrier for signature.

11.3 In all other cases, to make a claim you must notify Resourceful Living in writing of any damage to and/or nonconformity with the Products or shortages in delivery within 24 hours of delivery by Resourceful Living.

11.4 The notice must contain the order number, delivery date and reasonable details of the damage and/or non-conformity. Resourceful Living may refuse to honour a claim for loss, damage to and/or nonconformity with the Products or

shortages in delivery if you do not notify us in accordance with these Terms.

11.5 To the fullest extent permitted by law, unless we receive notification of a claim within the time and in the manner specified above, the Products and their condition are deemed to have been delivered and accepted.

11.6 Non-conformity of or defect or damages in any part of the ordered Products does not entitle you to reject any ordered Products which are free of such non-conformity, defect, or damages.

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12. CANCELLATION OF AN ORDER

12.1 Please choose Products carefully. We do not refund or exchange if you change your mind or make a wrong selection. We recommend that you check any proposed orders in person at the Resourceful Living warehouse or online on

the checkout page, whichever is applicable to you, before purchasing the Products.

12.2 If you cancel your order where the manufacture of your Products has not commenced then you agree to forfeit the full deposit up to $500 paid in payment for Resourceful Living’s administrative costs and expenses incurred in

handling and cancelling the order, and to receive the balance of any deposit paid by refund to your credit card, debit card or bank account, depending on how you made the initial deposit .

12.2 If you cancel your order where:

(a) the manufacture of your Products has commenced; or

(b) you do not accept delivery of your Products,

then you agree to pay a cancellation fee up to the entire purchase price of the Products plus all costs and losses incurred by Resourceful Living associated with handling fees, at Resourceful Living’s discretion. If this eventuates, you will

have no further claim to the Products.

13. DELAY

13.1 Resourceful Living will not be liable for any delay in performing any of its obligations including where any delay is caused by factors beyond our reasonable control, except to the extent that the delay was caused by Resourceful

Living’s negligent act or omission.

13.2 We will use reasonable endeavours to meet the estimated Delivery Date. If we do not meet the estimated Delivery Date, Resourceful Living’s liability will be limited, at Resourceful Living’s option, to resupplying the Products at a

different time.

13.3 If at any time after receiving an order from you, Resourceful Living, its supplier, subcontractor, manufacturer or any carrier suffers a Force Majeure Event or an Insolvency Event that prevents or delays Resourceful Living from

supplying some or all of the Products set out in an order by the estimated delivery date, Resourceful Living may elect to extend the time for performance of the delivery or terminate the order if the Force Majeure Event continues for a

period of 14 days or more, without any liability to you.

13.4 In this paragraph:

(a) Force Majeure Event means any act of God, fire, earthquake, flood, storm, strikes, lock-outs, bans, pandemics (whether or not known at any relevant time) including Covid-19 (and other coronaviruses), other industrial

disturbances, civil riot, government interference, by-laws, rules and regulations or order of any competent authority that is beyond Resourceful Living’s, its supplier’s, subcontractor’s, or any carrier’s control and that could

not reasonably have been expected to have known at the time Resourceful Living receives an order from you; and

(b) Insolvency Event means any one or more of the following events:

(i) a controller, administrator, liquidator, trustee in bankruptcy or similar person being appointed to it or to any of its assets or undertakings or any step is taken to do so;

(ii) a resolution that it be wound up is passed or proposed or process is filed in a court seeking an order that it be wound up;

(iii) it resolves to enter into, or enters into, any moratorium, arrangement, compromise or composition with any of its creditors, other than in the ordinary course of its business;

(iv) anything having a substantially similar effect to any of the events specified in paragraphs (i) to (iii), inclusive, of this definition happens to it under the law of any jurisdiction.

14. PRODUCT VARIATIONS AND SPECIFICATIONS

14.1 Your Product may exhibit different characteristics to the sample in the Resourceful Living warehouse or images on the Resourceful Living website. As our products are made from 100% recycled plastics (plus processing additives)

which are highly variable and add significant complexity to the manufacturing process, some variability in colour, porosity and minor flaws in the surface finish may be exhibited in our products.

14.2 To the full extent permitted by law, we reserve the right to change dimensions, design and construction to improve the design of the Product where these changes are limited to the internal changes to the Products and are not

material or noticeable.

15. WARRANTY

15.1 If you purchase a Product for on-sale to your End Customer and if that Product is covered by Resourceful Living’s warranty then Resourceful Living will honour that warranty if a warranty claim is made by the End Customer, provided

all other requirements for claiming the warranty are satisfied.

15.2 You warrant that:

(a) the contents of each order placed by you or on your behalf with Resourceful Living for the purchase of Products, are true, accurate and correct at the time of completion; and

(b) you have correctly nominated the type of location (whether it be commercial or retail) into which the Products are being delivered and the purpose of usage of the Products by your End Customer.

15.3 Resourceful Living warrants that Products supplied to you are free of any manufacturing or raw material defect that will significantly affect the use of the product for the warranty period specified below, providing it has, at all times,

only been utilised for its intended purpose, under normal use conditions and is installed in accordance with our product installation guides.

The relevant Warranty Period is as listed for each product in the table below. The benefits given by this Warranty are in addition to all consumer guarantees and other rights and remedies prescribed by Australian Consumer Law and any

other applicable law.

Product Warranty Period

Recycled Plastic Products and furniture 60 Days

15.4 Only the original purchaser or successor in title, on the provision of proof of purchase in the form of an invoice and receipt, is entitled to claim under this warranty. Without this original proof of purchase, we reserve the right to reject

any claim under this warranty.

15.5 This warranty will not apply in respect of any damage or defect caused by, arising from or in any way attributable to any one or more of the following:

(a) Any defect that has not come from faulty materials or workmanship;

(b) Any defect caused as a consequence of misuse, lack of proper care and maintenance, or handling in transit;

(c) Improper installation of a product and/or installation not in accordance with our installation guide or failure to abide by any applicable laws or building codes;

(d) Any products, fixing or part which has not been supplied or approved in writing by Resourceful Living being used with the product;

(e) Any freight, installation or labour costs;

(f) Any act of God (including but not limited to heavy rain, flooding, storm, wind, earthquake, lightning or hail);

(g) Deterioration and/or damage to the external surfaces, discolouration, fading, spotting or staining from or caused, in whole or in part, by mould, mildew, other fungal growth, organic materials, metallic oxides or particles

(including but not limited to rust or corrosion of any fasteners), dirt, normal weathering, other atmospheric or environmental pollutants, foreign substances such as grease, oil or chemicals (including, but not limited to those

found in cleaners);

(h) Damage resulting from fire or exposure to heat sources such as cooking devices or reflective surfaces;

(i) Exposure to extreme temperatures for a period of time that causes the materials to wear/permanently deform, or bending/leaning of the product as a result of the sun or other factors;

(j) The application of paints, stains, surface treatments (not approved by us in writing) or other chemical substances, including but not limited to cleaners or pesticides;

(k) Splits or cracks in the vicinity of fasteners;

(l) Minor corrosion spots at the weld joins;

(m) Surface corrosion of steel parts, including stainless steel, as a result of direct use in harsh seafront locations or in a confined, chlorinated environment;

(n) Surface corrosion originating from, scratches or abrasions that result from general wear and tear and which cannot be removed via standard cleaning and maintenance processes.

(o) Small blemishes on a product surface, or colour, fade or texture variation;

(p) Any occurrence of any detritus, organic or man-made matter settling on the product surface;

(q) Climate change, environmental conditions or any related cause beyond our reasonable control;

(r) Any modifications made by you to a Product, whether before or after installation;

(s) If, at any stage during the use of the Product by the original purchaser, the purchaser transports the product to a locality outside of Australia;

(t) Improper handling, use, maintenance, storage, abuse or neglect of a Product;

(u) Failure of proper and timely maintenance or repair of a Product;

(v) Ordinary wear and tear or normal weathering; or

(w) The impact from objects or damage caused by heavy loads.

15.6 This warranty also does not apply to the following types of products:

(a) Products that have a defect where the defect was disclosed to you before purchase;

(b) Any Product where the defect was reasonably identifiable on physical examination of the Product and you examined the Product before purchase; and

15.7 To the extent that any law (including the Competition and Consumer Act 2010(Cth)) (CCA) implies certain non-excludable conditions, guarantees or warranties to the supply of goods or services by Resourceful Living to you, then, to

the fullest extent permitted by law, Resourceful Living’s liability under or arising out of the supply of goods and services for breach of, or failure to comply with, any such conditions, guarantees or warranties shall be limited, at Resourceful

Living’s option, to:

(a) If the breach or liability relates to goods:

i. The replacement of the goods or the supply of equivalent goods;

ii. The repair of the goods;

iii. The payment of the cost of replacing the goods or of acquiring equivalent goods; or

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iv. The payment of the cost of having the goods repaired;

(b) If the breach or liability relates to services;

i. The supplying of the services again; or

ii. The payment of the cost of having the services supplied again.

16. WARRANTY CLAIMS

16.1 You must notify Resourceful Living within 14 days of any defect. You must provide the following information upon notification of the defect:

(a) your name;

(b) the full and correct name of the purchaser, as described on Resourceful Living’s Sales Order or invoice;

(d) your phone number;

(e) Resourceful Living product details; and

(f) details of the defect claimed.

16.2. Once a Warranty claim is received by Resourceful Living, a representative of Resourceful Living will help determine whether your warranty claim is valid, and if it is, will inform you how Resourceful Living will honour it. You may be

required to provide us with:

(a) photographic evidence of the defect;

(b) a written explanation of the defect; or

16.3 During the process, Resourceful Living may, before providing the warranty service, require that you respond to questions designed to assist with diagnosing potential faults and follow our procedures for obtaining the Warranty. You

must respond to all requests promptly. Resourceful Living reserves the right in its absolute discretion to determine whether a part has failed due to a defect, or instead due to wear and tear.

16.4 All Warranty claims determined by Resourceful Living to be valid will be honoured. The replacement item becomes your property and the replaced item becomes Resourceful Living’s.

16.5 To honour a warranty claim relating to a product, Resourceful Living will, at its option:

(a) Replace the product or supply equivalent; or

(b) Repair the product;

(c) Pay the cost of replacing the product; (When a refund is provided, the returned product becomes Resourceful Living’s property and must be returned to Resourceful Living);

16.6 Any replacement of the product under this warranty will be as close in colour, design and quality to the original as reasonably possible, but an exact match is not guaranteed. The warranty period does not restart, but rather continues

from your original purchase date.

16.7 Any repair or replacement under our warranty is limited to the defective component.

17. LIABILITY

17.1 Orders processed by Resourceful Living cannot be amended so you must ensure that you have the correct information at the time of order placement. Where a Trade Client places an order with Resourceful Living for the purchase of

Products for their End Customer, Resourceful Living is not liable for any dissatisfaction or rejection of any Products by the End Customer due to the selection of Products by the Trade Client.

17.2 To the extent permitted by law, all other warranties whether implied or otherwise, not set out in these Terms are excluded and Resourceful Living is not liable in contract, tort (including, without limitation, negligence) or breach of

statutory duty to otherwise compensate the party eligible to make a warranty claim for:

(a) any increased costs or expenses incurred by the claimant or a third party;

(b) any loss of profit, revenue, business, contracts or anticipated savings;

(d) any act, omission or negligence by you, your agents or representatives or the End Customer; or

(e) any delays in delivery of the Products;

(f) any special, indirect or consequential loss or damage of any nature whatsoever caused by Resourceful Living’s failure to complete or delay in completing the order to deliver the Products.

17.3 To the fullest extent permitted by law, Resourceful Living excludes all liability for damage or injury to any person, damage to any property, and any indirect consequential or other loss or damage.

17.4 To the full extent permitted by law, where Resourceful Living’s liability cannot be excluded, the maximum aggregate liability of Resourceful Living for any breach of a condition, guarantee or warranty whether implied by law or

otherwise, is limited to, at the option of Resourceful Living:

(a) the replacement of the Products;

(b) the repair of the Products;

(d) the payment of the cost of having the Products

17.5 In circumstances where Resourceful Living’s liability cannot be limited to the matters set out in the paragraph above, the maximum aggregate liability of Resourceful Living for any breach of a condition, guarantee or warranty whether

implied by law or otherwise, is limited to the amount payable by you to Resourceful Living in respect of the Product giving rise to the liability.

18. DISCLAIMER AND ACKNOWLEDGEMENT

18.1 Where a Trade Client places an order with Resourceful Living for the purchase of Products for their End Customer, you, the Trade Client acknowledges and agrees that:

(a) the agreement is made between Resourceful Living and you, the Trade Client; For the avoidance of doubt, there is no agreement between Resourceful Living and the End Customer;

(b) the Trade Client must act as the primary contracting entity in all dealings with Resourceful Furniture with respect to that order;

(c) the End Customer is not a customer of Resourceful Living with respect to a Product which is ordered and/or purchased by the Trade Client; and

(d) the Trade Client, in purchasing Products from Resourceful Living, is not acting as the agent of the End Customer.

18.2 If you purchase the Products for your own personal use (Personal Products), you agree:

(a) that these Terms will not apply to your purchase of the Personal Products and

(b) our Retail Terms and Conditions of Sale for retail clients will apply to your purchase of those Personal Products.

19. ACCURACY OF INFORMATION

19.1 While Resourceful Living aims to ensure that the information about its products and pricing is correct on its website, sometimes errors do occur. The information on its website is for information purposes only. While Resourceful Living

has used its best endeavours to ensure that the information contained on and accessed through its website is correct and current at the time of publication, the website may contain technical inaccuracies or typographical errors.

Resourceful Living does not accept any responsibility for any error, omission or defect in the information provided on its website.

20. INTELLECTUAL PROPERTY

20.1 Nothing in this agreement grants you rights in our intellectual property. You acknowledge that all intellectual property including, but not limited to, designs, techniques, methods of manufacture, photographs, specifications, artwork,

text, patented inventions, trademarks and registered designs remain the property of Resourceful Living.

20.2 You must not knowingly allow a Product to be reverse engineered, pirated or copied or our intellectual property rights to be breached in any other manner. Resourceful Living may be entitled to compensation for any loss of royalties,

damages and/or costs arising from the breach of Resourceful Living’s intellectual property rights.

21. INDEMNITY

21.1 To the full extent permitted by law, you will indemnify and keep indemnified Resourceful Living from and against all claims, liability, loss, or damage Resourceful Living may sustain which arises from or in connection with any act or

omission by you which is a breach of these Terms or a claim by a third party arising from your act or omission, including where you selected Products on behalf of an End Customer and the End Customer rejects the Product in whole or in

part.

21.2 The scope of this indemnity is reduced to the limited extent that Resourceful Living has contributed to any liability, loss or damage which is the subject of the indemnity.

22. PRIVACY

22.1 We may collect personal information in connection with Resourceful Living’s dealings with you. If so, we will abide by Resourceful Living’s Privacy Policy, a copy of which is available on Resourceful Living’s website and by request.

Trade Terms and Conditions of Sale 4

23. PPSA – SECURITY INTERESTS

23.1 Resourceful Living is not obligated or required to grant possession of the Products to you until we have received full payment for the Products and any other charges payable by you under these Terms.

23.2 This clause applies in the event that Resourceful Living grants possession of the Products to the Trade Client before receiving full payment for the Products and including any other charges payable by you under these Terms.

23.3 Resourceful Living may register on the Personal Property Securities Register (as defined in the Personal Properties Securities Act 2009 (Cth), the PPSA) any and all Security Interests (as defined in the PPSA) created in favour of

Resourceful Living by or pursuant to this Contract including but not limited to any Security Interests arising as a result of any goods owned by Resourceful Living (including Products) being delivered into the possession of the Trade Client

as bailee (for the purposes of the PPSA) pursuant to the Contract.

23.4 Resourceful Living and the Trade Client agree that the sections of the PPSA listed in section 115(1) of the PPSA shall not apply on the enforcement by Resourceful Living of any Security Interest created in favour of Resourceful

Living under or pursuant to this

23.5 If Resourceful Living determines that this Contract (or a transaction in connection with it) is or contains a Security Interest (including a Purchase Money Security Interest, as defined in the PPSA), the Trade Client agrees to do

anything (including obtaining consents, signing and producing documents, getting documents completed and signed and supplying information) which Resourceful Living asks and considers necessary for the purposes of:

(a) ensuring that the Security Interest is enforceable, perfected and otherwise effective; and/or

(b) enabling Resourceful Living to apply for any registration, complete any financing statement or give any notification, in connection with the Security Interest; and/or

23.6 The Trade Client shall not grant any other Security Interest in goods in which Resourceful Living has a Security Interest pursuant to this Contract except with the prior written permission of Resourceful Living.

23.7 The Trade Client agrees to reimburse Resourceful Living for all costs and/or expenses incurred or payable by Resourceful Living in relation to registering, maintaining or releasing any finance statement or any other document in

respect of any Security Interest created in favour of Resourceful Living by or pursuant to the Contract.

24. TERMINATION

24.1 Without limiting Resourceful Living’s other rights or remedies, Resourceful Living may terminate these Terms with immediate effect by giving written notice to you if:

(a) you commit a material breach of these Terms and (if such a breach is remediable) you fail to remedy that breach within 10 days after being notified in writing to do so;

(b) you take any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with creditors (other than in relation to a solvent restructuring); being wound up (whether

voluntarily or by order of the court, unless for the purpose of a solvent restructuring); or having a receiver appointed to any of your assets;

(d) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under these Terms has been placed in jeopardy; or

(e) your action or behaviour in any communication with Resourceful Living is abusive threatening or offensive.

24.2 Without limiting its other rights or remedies, Resourceful Living may suspend provision of the Products under these Terms or any other contract between you and Resourceful Living if you become subject to any of the events listed in

clause 24.1, or Resourceful Living reasonably believes that you are about to become subject to any of them, or if you fail to pay any amount due under these Terms on the due date for payment.

24.3 Without limiting its other rights or remedies, Resourceful Living may terminate these Terms with immediate effect by giving written notice to you if you fail to pay any amount due under these Terms on the due date for payment and

remain in default not less than 14 days after being notified in writing to make such payment.

24.4 On termination of these Terms for any reason you shall immediately pay to Resourceful Living all of Resourceful Living’s outstanding unpaid invoices.

24.5 Termination of these Terms shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of these Terms that existed at or before the date of

termination.

24.6 Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

25. GOVERNING LAW

25.1 These Terms will be governed by and construed in accordance with the laws of New South Wales in Australia. The parties submit to the non-exclusive jurisdiction of the courts of that state and courts entitled to hear appeals from

those courts.

26. GENERAL

26.1 Subject to these Terms and to the full extent permitted by law, these Terms constitute the whole agreement between Resourceful Living and you for the purchase of the Products and supersedes and extinguishes all previous terms,

agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral. Each party agrees that it shall have no remedy in respect of any statement, representation, assurance or warranty

that is not set out in these Terms.

26.2 Resourceful Living may assign or transfer any of its rights under these Terms to any other person by giving written notice to you. You may not assign or transfer any of your rights or obligations under these Terms to any other person.

26.3 If any part of these Terms is found to be void, invalid, illegal or otherwise unenforceable, then that part of the Terms will be deemed to be superseded by a valid, enforceable provision that matches the intent of the original provision as

closely as possible. The remainder of these Terms continue to be enforceable and valid.

26.4 No amendment to or modification of these Terms shall be effective unless it is in writing identified as an amendment to these terms and authorised by Resourceful Living.

26.5 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not

waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

26.6 No entity other than Resourceful Living and the Trade Client has the right to enforce these Terms.

26.7 We reserve the right to revise these terms from time to time at our discretion. If we make substantial changes we will use reasonable efforts to inform you.