Terms and conditions
- the Customer fails to pay for the Products;
- the Customer is in breach of this Agreement;
- if the Customer is a company:
- an order is made or a resolution is effectively passed for winding up of the Customer;
- the Customer resolves to appoint a receiver or provisional liquidator or an administrator, or a receiver or provisional liquidator or an administrator is appointed;
- the Customer goes into liquidation or makes an assignment or an arrangement or composition with its creditors; or
- the Customer stops payment or is deemed unable to pay its debts within the meaning of the Corporations Act 2001(Cth);
- if the Customer is a natural person:
- an order is made for the Customer’s bankruptcy;
- the Customer dies or becomes mentally or physically incapable of managing his or her affairs; or
- an order is applied for or made to place the assets and affairs of the Customer under administration;
- the Customer ceases or threatens to cease carrying on business; or
- UDF forms an opinion, on a reasonable basis, that the Customer is in financial difficulties.if the Customer is a company:
Loss means any loss, Claim, liability, damage, charge, payment, cost or expense (whether direct or Consequential Loss and whether accrued or paid) including legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties.
PPSA means the Personal Property Securities Act 2009 (Cth).
Price means the price for the Products quoted by UDF in a Quotation or, otherwise, as set out in UDF’s then current price list.
Products means all goods and/or services supplied or to be supplied by UDF to the Customer.
Quotation means the document issued by UDF outlining the estimate of the cost for the provision of specific Products.
Reseller means a Customer who may supply and distribute the Products to customers and who is identified as such in a Quotation.
Site is as specified on the Site Delivery Sheet or as otherwise agreed between the parties in writing.
Site Delivery Sheet means the site delivery sheet provided by UDF to the Customer.
Variation means:
PPSA means the Personal Property Securities Act 2009 (Cth).
Price means the price for the Products quoted by UDF in a Quotation or, otherwise, as set out in UDF’s then current price list.
Products means all goods and/or services supplied or to be supplied by UDF to the Customer.
Quotation means the document issued by UDF outlining the estimate of the cost for the provision of specific Products.
Reseller means a Customer who may supply and distribute the Products to customers and who is identified as such in a Quotation.
Site is as specified on the Site Delivery Sheet or as otherwise agreed between the parties in writing.
Site Delivery Sheet means the site delivery sheet provided by UDF to the Customer.
Variation means:
- the inclusion of additional Products to be supplied by UDF under an existing Quotation;
- a change in the character or quality of the Products to be supplied by UDF under a Quotation;
- an increase or decrease in the quantity of Products to be supplied by UDF under a Quotation;
- a change to the Delivery Point specified in a Quotation; or
- a change to the Delivery Date specified in a Quotation.
1.2 Interpretation
In this Agreement unless the context requires otherwise:
In this Agreement unless the context requires otherwise:
- a reference to a person includes a corporation;
- a reference to a person includes the permitted assigns of that person;
- words importing the singular include the plural and vice versa;
- o provision of this Agreement will be construed to the disadvantage of a party merely because that party was responsible for the preparation of the agreement or the inclusion of the provision in the agreement; and
- if a word or phrase is defined cognate words and plurals have corresponding meaning.
2 SUPPLY OF PRODUCTS
2.1 If the Customer wishes to purchase Products from UDF it must complete and forward a Quotation to UDF.
2.2 UDF has sole discretion to accept or reject a Quotation. UDF is under no obligation to provide any Products to a Customer unless it has accepted a Quotation in writing.
2.3 Acceptance of a Quotation may be in whole or in part, by delivery of the relevant Products or in such other manner communicated by UDF to the Customer in writing.In this Agreement unless the context requires otherwise:
2.1 If the Customer wishes to purchase Products from UDF it must complete and forward a Quotation to UDF.
2.2 UDF has sole discretion to accept or reject a Quotation. UDF is under no obligation to provide any Products to a Customer unless it has accepted a Quotation in writing.
2.3 Acceptance of a Quotation may be in whole or in part, by delivery of the relevant Products or in such other manner communicated by UDF to the Customer in writing.In this Agreement unless the context requires otherwise:
3 VARIATION
3.1 The Customer may, on giving reasonable notice to UDF, issue a notice to vary a Quotation (Notice of Variation) to UDF requesting that UDF perform a Variation.
3.2 Within 10 Business Days of receiving a Notice of Variation, UDF may provide the Customer with a quote (Variation Order) setting out details of:
3.1 The Customer may, on giving reasonable notice to UDF, issue a notice to vary a Quotation (Notice of Variation) to UDF requesting that UDF perform a Variation.
3.2 Within 10 Business Days of receiving a Notice of Variation, UDF may provide the Customer with a quote (Variation Order) setting out details of:
- any delay to the Delivery Time for the delivery of the Products.
- the cost of the Variation; and
- an adjusted Price.
- o provision of this Agreement will be construed to the disadvantage of a party merely because that party was responsible for the preparation of the agreement or the inclusion of the provision in the agreement; and
- if a word or phrase is defined cognate words and plurals have corresponding meaning.
3.3 The Customer must notify UDF within 3 Business Days of receipt of the Variation Order of its acceptance or otherwise of the terms of the Variation Order.
3.4 If the Customer accepts the Variation Order, UDF must perform the Variation within the timeframe specified in the Quote and invoice the Customer for those costs in accordance with this Agreement.
3.5 For the avoidance of doubt, UDF is under no obligation to accept a Variation Order and no Variation Order will be accepted by UDF once production of the Product has commenced.) setting out details of:
3.4 If the Customer accepts the Variation Order, UDF must perform the Variation within the timeframe specified in the Quote and invoice the Customer for those costs in accordance with this Agreement.
3.5 For the avoidance of doubt, UDF is under no obligation to accept a Variation Order and no Variation Order will be accepted by UDF once production of the Product has commenced.) setting out details of:
4 CANCELLATION
4.1 A Quotation can only be cancelled where written request for cancellation has been made by the Customer and accepted by UDF in writing.
4.2 UDF may decline to accept any request for cancellation or make its acceptance conditional on such terms and conditions as it reasonably sees fit, including that the Customer pays all costs incurred by UDF up to and including the date of cancellation of the Quotation including, without limitation, the costs of all orders placed by UDF on other suppliers (whether those orders have been received or not).
4.1 A Quotation can only be cancelled where written request for cancellation has been made by the Customer and accepted by UDF in writing.
4.2 UDF may decline to accept any request for cancellation or make its acceptance conditional on such terms and conditions as it reasonably sees fit, including that the Customer pays all costs incurred by UDF up to and including the date of cancellation of the Quotation including, without limitation, the costs of all orders placed by UDF on other suppliers (whether those orders have been received or not).
5 DELIVERY
5.1 Unless otherwise agreed in writing, UDF will arrange for the delivery of the Products to the Customer in accordance with the Site Delivery Sheet.
5.2 Delivery of Products by or on behalf of UDF to the Customer will be in accordance with the delivery option selected in the Site Delivery Sheet (Delivery Option) or as otherwise agreed in writing between the parties.
5.3 If, on delivery, UDF determines in its sole discretion that the Customer has selected the incorrect Delivery Option or that the Customer has provided incorrect delivery information, UDF reserves the right to adjust the Delivery Option and price as UDF deems appropriate.
5.4 Delivery will be made within Business Hours and on Business Days.
5.5 The Customer acknowledges that the time of delivery on the Site Delivery Sheet is an estimate only.
5.6 Requests for proof of delivery may only be made within 30 days of the Delivery Date.
5.7 Where Products are left unattended, on a property or building site they may not be eligible for a return, repair, replacement, or refund as it cannot be determined how or when any damages may have occurred.
5.8 We require you to inspect the Products on taking delivery or at the maximum within 48 hours of delivery or collection and immediately report any shortage, discrepancy, defect, wrong specification or similar problem to us as soon as you become aware of it. This inspection must be prior to installation otherwise we may not be liable for the issue. If the Product is obviously damaged, reject the delivery and take clear photos of the damage, including the consignment note number and call 03 9738 7214 or email sales@UDF.net.au. For any deliveries where damage is suspected but not obvious, sign the proof of delivery (POD) as damaged subject to check (STC) before proceeding with inspection of the Products. In relation to any orders in which UDF can provide a clean carrier POD, without a damaged STC notation, UDF reserves the right to reject any damage claim made.
5.9 UDF is entitled to charge a reasonable fee for storage and/or redelivery charges in the event the Customer does not, or is unable to, accept delivery of the Products.
5.10 The Customer accepts that UDF may deliver Products by instalments and require payment for each separate instalment in accordance with this Agreement.
5.11 The Customer acknowledges and accepts that it is not relieved from any obligation arising under this Agreement by reason of any delay in delivery.
5.12 If the Customer cannot agree to a Delivery Option or if UDF has attempted to deliver the Product to the Customer and the Delivery Option is unable to be satisfied:
5.1 Unless otherwise agreed in writing, UDF will arrange for the delivery of the Products to the Customer in accordance with the Site Delivery Sheet.
5.2 Delivery of Products by or on behalf of UDF to the Customer will be in accordance with the delivery option selected in the Site Delivery Sheet (Delivery Option) or as otherwise agreed in writing between the parties.
5.3 If, on delivery, UDF determines in its sole discretion that the Customer has selected the incorrect Delivery Option or that the Customer has provided incorrect delivery information, UDF reserves the right to adjust the Delivery Option and price as UDF deems appropriate.
5.4 Delivery will be made within Business Hours and on Business Days.
5.5 The Customer acknowledges that the time of delivery on the Site Delivery Sheet is an estimate only.
5.6 Requests for proof of delivery may only be made within 30 days of the Delivery Date.
5.7 Where Products are left unattended, on a property or building site they may not be eligible for a return, repair, replacement, or refund as it cannot be determined how or when any damages may have occurred.
5.8 We require you to inspect the Products on taking delivery or at the maximum within 48 hours of delivery or collection and immediately report any shortage, discrepancy, defect, wrong specification or similar problem to us as soon as you become aware of it. This inspection must be prior to installation otherwise we may not be liable for the issue. If the Product is obviously damaged, reject the delivery and take clear photos of the damage, including the consignment note number and call 03 9738 7214 or email sales@UDF.net.au. For any deliveries where damage is suspected but not obvious, sign the proof of delivery (POD) as damaged subject to check (STC) before proceeding with inspection of the Products. In relation to any orders in which UDF can provide a clean carrier POD, without a damaged STC notation, UDF reserves the right to reject any damage claim made.
5.9 UDF is entitled to charge a reasonable fee for storage and/or redelivery charges in the event the Customer does not, or is unable to, accept delivery of the Products.
5.10 The Customer accepts that UDF may deliver Products by instalments and require payment for each separate instalment in accordance with this Agreement.
5.11 The Customer acknowledges and accepts that it is not relieved from any obligation arising under this Agreement by reason of any delay in delivery.
5.12 If the Customer cannot agree to a Delivery Option or if UDF has attempted to deliver the Product to the Customer and the Delivery Option is unable to be satisfied:
- the Customer must collect the Product from a depot collection site;
- the depot collection will occur for the location whereby the product has been manufactured
- a depot collect charge (reasonably determined by UDF) will be applicable to any depot collections. Should the depot collection be required after previous delivery attempts have been made, UDF may not warrant any claim on damages to the Products.
6 PASSING OF TITLE AND RISK
6.1 Risk of loss passes to the Customer on the earliest to occur of collection of the Products by the Customer at a UDF branch or other specified location; delivery of the Products to the Customer or third party site designated by the Customer; or delivery of the Products by UDF to a carrier for the purpose of delivering the Products to the Customer or third party site.
6.2 Title and ownership of the Products will not pass to the Customer until all moneys owing to UDF have been paid in full.
6.3 Until payment of all such moneys, the Customer:
6.1 Risk of loss passes to the Customer on the earliest to occur of collection of the Products by the Customer at a UDF branch or other specified location; delivery of the Products to the Customer or third party site designated by the Customer; or delivery of the Products by UDF to a carrier for the purpose of delivering the Products to the Customer or third party site.
6.2 Title and ownership of the Products will not pass to the Customer until all moneys owing to UDF have been paid in full.
6.3 Until payment of all such moneys, the Customer:
- holds the Products as fiduciary bailee and agent for UDF;
- must keep the Products physically separate from all other goods of the Customer; and
- must clearly identify the Products as owned by UDF.
6.4 If an Event of Default occurs, then without prejudice to UDF’s other rights, UDF may on providing reasonable notice to the Customer, enter any premises occupied by the Customer or any other place where the Products may be, and recover possession of them.
6.5 If the Products are on a third party site, the Customer must procure access rights for UDF from the controller of the third party site such that UDF may enter onto the site and recover and retake possession of them on reasonable notice.
6.6 If the Customer sells any of the Products while money is owed to UDF, the Customer holds the proceeds on trust for UDF. Such proceeds will be deemed to equal in dollar terms such corresponding part of the amount owed by the Customer to UDF at the time of receipt.
6.7 If the Customer uses the Products in some manufacturing or construction process of its own or of some third party, then the Customer must hold such part of the proceeds of such manufacturing or construction process as relates to such Products in trust for UDF. Such proceeds will be deemed to equal in dollar terms the corresponding amount owing by the Customer to UDF at the time of receipt.
6.8 Until payment of all moneys owing on any account to UDF, any proceeds referred to above received by the Customer must be held in a separate account and not mixed with any other funds.
6.9 The rights of UDF under this clause 6 do not limit or exclude any other rights of UDF against the Customer.
6.5 If the Products are on a third party site, the Customer must procure access rights for UDF from the controller of the third party site such that UDF may enter onto the site and recover and retake possession of them on reasonable notice.
6.6 If the Customer sells any of the Products while money is owed to UDF, the Customer holds the proceeds on trust for UDF. Such proceeds will be deemed to equal in dollar terms such corresponding part of the amount owed by the Customer to UDF at the time of receipt.
6.7 If the Customer uses the Products in some manufacturing or construction process of its own or of some third party, then the Customer must hold such part of the proceeds of such manufacturing or construction process as relates to such Products in trust for UDF. Such proceeds will be deemed to equal in dollar terms the corresponding amount owing by the Customer to UDF at the time of receipt.
6.8 Until payment of all moneys owing on any account to UDF, any proceeds referred to above received by the Customer must be held in a separate account and not mixed with any other funds.
6.9 The rights of UDF under this clause 6 do not limit or exclude any other rights of UDF against the Customer.
7 PRICING
7.1 Prices
7.1 Prices
- All prices other than as set out in this clause 7 are as set out in a Quotation or as set out in UDF’s current price list. Prices for Products in a Quotation are open for the period of time specified in the Quotation or 30 days, whichever is the lesser.
- The cost of delivery or installation is not included in the Price unless directly specified in the Quotation.
7.2 Prices variation
UDF may vary a Price:
UDF may vary a Price:
- in the event of a Variation;
- on an increase to UDF in the cost of the Product or the cost of delivery of the Products; or
- with respect to:
- Products that are susceptible to significant price change due to exchange rate movements as published by the Reserve Bank of Australia; and
- Products that are susceptible to price change due to a change in raw material rates.
7.3 Other charges
UDF may charge the Customer delivery fees and storage fees for the Products. Any storage or handling fee charged by UDF will be in addition to the Price.No allowance has been made for site measuring. If required, site measure will be billed out at $100 per hour +GST.UDF may vary a Price:
UDF may charge the Customer delivery fees and storage fees for the Products. Any storage or handling fee charged by UDF will be in addition to the Price.No allowance has been made for site measuring. If required, site measure will be billed out at $100 per hour +GST.UDF may vary a Price:
8 INVOICING
8.1 At UDF’s direction, the Customer must pay for all Products supplied by UDF:
8.1 At UDF’s direction, the Customer must pay for all Products supplied by UDF:
- prior to manufacture of the Products; or
- prior to delivery;
- within 30 days after the issue of the invoice relating to the Products or any credit period granted in writing by UDF.
- Products that are susceptible to significant price change due to exchange rate movements as published by the Reserve Bank of Australia; and
- Products that are susceptible to price change due to a change in raw material rates.
8.2 If the Customer disputes payment of an invoiced amount it must:
- pay any undisputed amount whilst the dispute is being resolved; and
- attempt to resolve the dispute in accordance with clause 20 of this Agreement.
8.3 If it is resolved by the parties that some or all of the amount in dispute ought to have been paid when due at the time it was invoiced, then the Customer will pay the amount finally resolved, together with interest on that amount in accordance with clauses 8 and 9.
9 INTEREST AND HANDLING FEE
9.1 UDF is entitled to charge the Customer interest on amounts not paid within the specified credit period at a rate equivalent to the reference rate charged by UDF’s principal bankers, from invoice date until payment of the overdue debt.
9.2 The customer agrees that UDF is entitled to charge all costs associated with debt collection in addition to an administration fee of $150.
9.1 UDF is entitled to charge the Customer interest on amounts not paid within the specified credit period at a rate equivalent to the reference rate charged by UDF’s principal bankers, from invoice date until payment of the overdue debt.
9.2 The customer agrees that UDF is entitled to charge all costs associated with debt collection in addition to an administration fee of $150.
10 GST
10.1 Prices exclusive of TaxThe Price is exclusive of all taxes, duties and charges levied in connection with the supply of the Products and the Customer is liable for such amounts (if any).
10.2 GST ActIn this clause words that are defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning as their definition in that Act.
10.3 Exclusive of GSTEach amount payable by the Customer under this Agreement and/ or a Quotation in respect of a Taxable Supply by UDF is a GST exclusive amount and the Customer must, in addition to that amount and at the same time, pay the GST payable in respect of that supply.
10.1 Prices exclusive of TaxThe Price is exclusive of all taxes, duties and charges levied in connection with the supply of the Products and the Customer is liable for such amounts (if any).
10.2 GST ActIn this clause words that are defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning as their definition in that Act.
10.3 Exclusive of GSTEach amount payable by the Customer under this Agreement and/ or a Quotation in respect of a Taxable Supply by UDF is a GST exclusive amount and the Customer must, in addition to that amount and at the same time, pay the GST payable in respect of that supply.
11 CREDIT
11.1 The Customer has applied for, and UDF has agreed to provide credit on the terms and conditions of this Agreement and the guarantee and indemnity.
11.2 The Customer will supply promptly on request of UDF and, in any event no later than 5 days after such a request is made, certified copies of its most recent financial statements, tax returns and other financial information of the Customer requested by UDF.
11.3 UDF may, at any time, without the need to provide a reason and without any obligation on UDF to notify the Customer, increase, decrease or withdraw any credit facilities granted to the Customer.
11.1 The Customer has applied for, and UDF has agreed to provide credit on the terms and conditions of this Agreement and the guarantee and indemnity.
11.2 The Customer will supply promptly on request of UDF and, in any event no later than 5 days after such a request is made, certified copies of its most recent financial statements, tax returns and other financial information of the Customer requested by UDF.
11.3 UDF may, at any time, without the need to provide a reason and without any obligation on UDF to notify the Customer, increase, decrease or withdraw any credit facilities granted to the Customer.
12 DISCOUNT
12.1 In addition to all other rights of UDF, if the Customer is in breach of any of its obligations under this Agreement, any discounts provided to the Customer by UDF are automatically revoked and the prices for Products will be adjusted upwards accordingly.
12.1 In addition to all other rights of UDF, if the Customer is in breach of any of its obligations under this Agreement, any discounts provided to the Customer by UDF are automatically revoked and the prices for Products will be adjusted upwards accordingly.
13 WARRANTY
13.1 Representations
13.1 Representations
- This clause 13.1 does not apply to a Customer who is a Consumer.
- The Customer acknowledges and agrees that it has not relied on any representation made by UDF which has not been expressly stated in this Agreement.
- UDF does not warrant and does not make any representation as to the suitability or fitness for purpose of any of the Products for any particular use and the Customer acknowledges and agrees that it has satisfied itself as to the appropriate use or application of the Products and that the Products are suitable for any particular purpose.
13.2 Defects warranty
- This clause does not apply to a Customer who is a consumer under the Australian Consumer Law. Otherwise, the Customer will have no claim for defects unless a written complaint is received by UDF within 14 days of the delivery of the Product to the Customer. UDF may, at its option, accept the return of, or give a credit for Products where:
the Customer has complied with this sub-clause 13.2;
- UDF determines that the Customer has complied with the product care instructions, which can be found here
- UDF is satisfied as to the claim by the Customer; and
- if UDF elects to have the Products returned, the Products are returned to UDF in the same condition as when first delivered to the Customer with the relevant invoice number and date of order.
- UDF may, at its sole discretion, accept the return of, or give credit for, Products that are not damaged or defective if requested by the Customer.
- All Products returned are subject to a minimum handling charge of 20% of the invoiced price except in the case of defective Products or Products incorrectly supplied.
- UDF will not be held responsible for additional charges of hanging, painting or other charges arising from the replacement of doors.
- UDF will not recognise any Claim under this clause unless the Customer has made the Claim within one month of the defect arising.
13.3 Doors ‘To maintain warranty, doors need to be painted every two years’
13.3.1 Subject to terms and conditions set fourth herein, doors manufactured by united doors & Frames manufactured to AS2688 and are guaranteed against:
13.3.1 Subject to terms and conditions set fourth herein, doors manufactured by united doors & Frames manufactured to AS2688 and are guaranteed against:
- Warp by the manufacturer for 2 years from the dates of shipment by the manufacturer as defined in AS2688
- To be of good material and workmanship
- Free from defects which render them unserviceable or unfit for the which they were manufactured.
13.3.2 Natural Variations in colour and texture of wood are not considered defects.
13.3.3 Doors must be reasonably treated by the purchaser and should be stored or hung in a dry building and not in damp, moist or freshly plastered areas. Doors must be stored flat on a min of 3 bearers, and not in a vertical configuration. Doors are not to be stored in direct sunlight, in the weather and area must be well ventilated.
13.3.4 The utility or structural strength must not be impaired in the fitting of the door, the application of hardware or cutting or altering the door for lights, louvers, panels or any special details. Normal show through of frame components in a flush panel door shall not be considered a defect.
13.3.5 The surface should be prepared with appropriate sandpaper, under no circumstances should you use steel wool or other metal scourers. Light sanding is recommended for veneer doors. Do not sand veneer doors back more than 0.2mm as the substrate may be exposed. Do not use sandpaper with a lower grit value of 240. Always sand in the direction of the grain, avoid cross sanding, as this will only exaggerate when stained.
13.3.6 Doors must be sealed on all 4 edges, and both faces immediately from arriving on site with a sealer that will prevent the absorption or expulsion of moisture from the doors. Failure to carry this out will void the warranty. The painter and/or paint manufacturer must warrant this sealer Exterior finishes shall be used on external doors and doors exposed to direct sunlight must be finished in light reflective colours. Door finishes must be maintained in strict accordance with the paint supplier’s recommendations.
13.3.7 MDF faced doors in external situations or areas subject to moist conditions will void this warranty,
13.3.8 Doors being chocked open with blocks and/or wedges after they have been hung which will induce stress on the hinges or pull the hinges off will also immediately void this warranty.
13.3.9 Where clients have provided facing for doors or if non kiln dried boards are used the warping noted above is not covered by this warranty.
13.3.10 Fire rated doors must be maintained and serviced as per AS1851. Fire doors carry a 2-year structural warranty and a one-year warranty on all hardware.
13.3.11 Colourbond and Zincalume Metal Clad Doors and frames are not warranted within 500 metres of the coastal edge. Galvanised Metal Clad Doors are not warranted within 300 metres of the coastal edge
13.3.12 This Warranty does not apply to damage or deterioration to your Metal Clad Door which is caused by any of the following:
13.3.3 Doors must be reasonably treated by the purchaser and should be stored or hung in a dry building and not in damp, moist or freshly plastered areas. Doors must be stored flat on a min of 3 bearers, and not in a vertical configuration. Doors are not to be stored in direct sunlight, in the weather and area must be well ventilated.
13.3.4 The utility or structural strength must not be impaired in the fitting of the door, the application of hardware or cutting or altering the door for lights, louvers, panels or any special details. Normal show through of frame components in a flush panel door shall not be considered a defect.
13.3.5 The surface should be prepared with appropriate sandpaper, under no circumstances should you use steel wool or other metal scourers. Light sanding is recommended for veneer doors. Do not sand veneer doors back more than 0.2mm as the substrate may be exposed. Do not use sandpaper with a lower grit value of 240. Always sand in the direction of the grain, avoid cross sanding, as this will only exaggerate when stained.
13.3.6 Doors must be sealed on all 4 edges, and both faces immediately from arriving on site with a sealer that will prevent the absorption or expulsion of moisture from the doors. Failure to carry this out will void the warranty. The painter and/or paint manufacturer must warrant this sealer Exterior finishes shall be used on external doors and doors exposed to direct sunlight must be finished in light reflective colours. Door finishes must be maintained in strict accordance with the paint supplier’s recommendations.
13.3.7 MDF faced doors in external situations or areas subject to moist conditions will void this warranty,
13.3.8 Doors being chocked open with blocks and/or wedges after they have been hung which will induce stress on the hinges or pull the hinges off will also immediately void this warranty.
13.3.9 Where clients have provided facing for doors or if non kiln dried boards are used the warping noted above is not covered by this warranty.
13.3.10 Fire rated doors must be maintained and serviced as per AS1851. Fire doors carry a 2-year structural warranty and a one-year warranty on all hardware.
13.3.11 Colourbond and Zincalume Metal Clad Doors and frames are not warranted within 500 metres of the coastal edge. Galvanised Metal Clad Doors are not warranted within 300 metres of the coastal edge
13.3.12 This Warranty does not apply to damage or deterioration to your Metal Clad Door which is caused by any of the following:
- Impact or contact with objects or substances which fall or are precipitated onto or are applied to or are in any way brought into proximity with the door as a result of direct or indirect human intervention.
- Collapse or movement of the structure on which the door is mounted or any removal or weakening of the doors supports or foundations.
- Deliberate or careless acts or omissions on your part or on the part of paint suppliers, metal producers, roll-formers, fabricators, builders, subcontractors, architects, specifiers, or any other party excluding UDF Doors & Systems.
- Exposure to abnormally corrosive environments or conditions including marine environments, coastal areas, polluted or toxic atmospheres, or areas where chemical wastes or acidic substances are present. Information on systems available for use in these environments is available from us on request.
- Failure to handle, store, install or maintain the doors in accordance with UDF Doors & Frames published recommendations (available from us on request) and normal prudent trade practice.
- The periodic build-up or accumulation of water or moisture-containing materials on or near the affected part of the door.
- Contact with copper or similar corrosive substances.
- Incorporation into or use in connection with door materials manufactured by someone other than UDF Doors & Frames.
- Any abnormal natural phenomena such as earthquakes, fires, floods, lightning, abnormally strong winds, abnormally heavy hail, or the build-up of snow or other natural substances.
13.3.13 No downgraded doors will be covered by the warranty.
13.3.3 In the event that UDF Doors & Frames does replace any defective doors or parts or repaint any part of your door cladding in accordance with the above warranty, you should note that there are likely to be colour and texture differences between the new and the old portions of the cladding. Over a period of time and as a result of the normal action of the elements your Sentry Door cladding, like any other cladding, will inevitably chalk or fade to some degree.
13.3.14 If any doors are replaced or repainted in satisfaction of this warranty obligation, the above warranty will apply to those replacement or repainted doors but only for the unexpired portion of the original warranty.
13.3.15 Colorbond colours like Woodland Grey, Monument, Ironstone, Deep Ocean, Jasper, Terrain, Cottage Green, Basalt, Manor Red & Night Sky attract the heat more than lighter colours and can be susceptible to expansion and contraction – this can result in visibility of the core components at certain times of the day when the door is exposed to direct sunlight. This is unavoidable and will not be covered under this warranty.
13.3.16 Colorbond MATT has been matched to the closest matt powder finish however these are different textures and any claim for mismatch will not be covered by this warranty.
13.3.17 Metal Clad Doors should be covered by a veranda to protect from direct sunlight. Claims for product defect may not be covered by this warranty if cause of defect is deemed to be in reference to point 6 where natural expansion and contraction will occur.
13.3.18 The door panel and door frame finishes although the same colour, are slightly different textures and can reflect light differently which can appear to mismatch – matt finish powder coat is the closest powder finish to the Colorbond paint finish so apparent mismatches may not be covered by this warranty.
13.3.19 Metal Clad Doors must have door hardware fitted at time of installation to prevent exposed lock holes from getting moisture inside – moisture ingress will result in core components swelling and failure of the door functionality – claims may not be covered by this warranty if this is deemed to be the case by UDF.
13.3.20 Plastic colour strip protection on door faces are to be removed within 5 days after installation – any claim for difficulty in removing plastic colour strip after 5 days will not be covered under this warranty.
13.3.21 No variation, addition to or deletion from this warranty will be valid or binding unless recorded in writing and signed by UDF Doors & Frames Official Warranty Manager or one of his or her authorised deputies.
13.3.22 Glazing – All glazing procedures in accordance with AS1288.
13.3.23 Metal Clad Doors with glazed viewing panels are only warranted with a door closer installed – broken glass viewing panels as a result of poor handling in windy conditions or sudden movement will not be covered by this warranty.
13.3.24 Door hardware is warranted in accordance with the supplier/manufacturer warranty statements. Warranty period can vary from supplier to supplier. These warranty statements are available on request.
13.3.25 Doors that exceed either 2400mm in height or 1200mm in width will not be guaranteed.
13.4 Fire doors
13.4.1 Fire rated doors must be maintained and serviced as per AS1851. Fire doors carry a 2-year structural warranty and a one-year warranty on all hardware.
13.5 Frames
13.5.1 UDF frames have a 2-year warranty. Frames must be reasonably treated by the purchaser. Items that are considered defects include.
13.3.3 In the event that UDF Doors & Frames does replace any defective doors or parts or repaint any part of your door cladding in accordance with the above warranty, you should note that there are likely to be colour and texture differences between the new and the old portions of the cladding. Over a period of time and as a result of the normal action of the elements your Sentry Door cladding, like any other cladding, will inevitably chalk or fade to some degree.
13.3.14 If any doors are replaced or repainted in satisfaction of this warranty obligation, the above warranty will apply to those replacement or repainted doors but only for the unexpired portion of the original warranty.
13.3.15 Colorbond colours like Woodland Grey, Monument, Ironstone, Deep Ocean, Jasper, Terrain, Cottage Green, Basalt, Manor Red & Night Sky attract the heat more than lighter colours and can be susceptible to expansion and contraction – this can result in visibility of the core components at certain times of the day when the door is exposed to direct sunlight. This is unavoidable and will not be covered under this warranty.
13.3.16 Colorbond MATT has been matched to the closest matt powder finish however these are different textures and any claim for mismatch will not be covered by this warranty.
13.3.17 Metal Clad Doors should be covered by a veranda to protect from direct sunlight. Claims for product defect may not be covered by this warranty if cause of defect is deemed to be in reference to point 6 where natural expansion and contraction will occur.
13.3.18 The door panel and door frame finishes although the same colour, are slightly different textures and can reflect light differently which can appear to mismatch – matt finish powder coat is the closest powder finish to the Colorbond paint finish so apparent mismatches may not be covered by this warranty.
13.3.19 Metal Clad Doors must have door hardware fitted at time of installation to prevent exposed lock holes from getting moisture inside – moisture ingress will result in core components swelling and failure of the door functionality – claims may not be covered by this warranty if this is deemed to be the case by UDF.
13.3.20 Plastic colour strip protection on door faces are to be removed within 5 days after installation – any claim for difficulty in removing plastic colour strip after 5 days will not be covered under this warranty.
13.3.21 No variation, addition to or deletion from this warranty will be valid or binding unless recorded in writing and signed by UDF Doors & Frames Official Warranty Manager or one of his or her authorised deputies.
13.3.22 Glazing – All glazing procedures in accordance with AS1288.
13.3.23 Metal Clad Doors with glazed viewing panels are only warranted with a door closer installed – broken glass viewing panels as a result of poor handling in windy conditions or sudden movement will not be covered by this warranty.
13.3.24 Door hardware is warranted in accordance with the supplier/manufacturer warranty statements. Warranty period can vary from supplier to supplier. These warranty statements are available on request.
13.3.25 Doors that exceed either 2400mm in height or 1200mm in width will not be guaranteed.
13.4 Fire doors
13.4.1 Fire rated doors must be maintained and serviced as per AS1851. Fire doors carry a 2-year structural warranty and a one-year warranty on all hardware.
13.5 Frames
13.5.1 UDF frames have a 2-year warranty. Frames must be reasonably treated by the purchaser. Items that are considered defects include.
- Frames not being installed plumb during construction.
- Distortion of the frame during construction of the building
- Scratches and dents to frame due to improper handling and storage
13.6 Timber Jams
13.6.1 Timber jambs are to be stored flat & dry on site and should be sealed as soon as practical after installation, but no later than 7 days. The use of MDF door jambs is entirely at the customers responsibility. We accept no responsibility whatever for any kind of water damage to timber jambs of any kind. The protection against this is the customers responsibility.
13.7 General Conditions
13.7.1 The manufacturer will not assume responsibility for doors or frames which become defective because of failure to follow these recommendations or for the hazards of shipment or storage after doors leave the control of the manufacturer.
13.7.2 Doors and frames MUST be inspected upon arrival for visible defects and claims thereon must be filed immediately and prior to the door having been hung or had any finishes applied.
13.7.3 The manufacturer agrees to repair or replace, at its option, unfinished and in the form as originally supplied without change, any door or frame found to be defective within the meaning of the guarantee. Any such defects must be brought to the attention of the manufacturer promptly when discovered, and, in any event within two weeks from the date of shipment. Defects are to be assessed and confirmed by the manufacturer before rectification work is actioned. The manufacturer is not liable hereunder to reimburse any purchaser for doors or frames repaired or replaced without the prior written consent of the manufacturer to repair or replacement.
13.7.4 A warp not exceeding 5mm on doors up to 2134 x 914 x 38 or 6mm on doors over 2134 x 914 x 38 and up to 2399 x 1199 x38 shall not be considered a defect. Doors above 2400 in height or wider than 1200 are not covered by this warranty.
13.7.5 All doors and frames are subject to UDF product care requirement and the exclusions and recommendations contained within. (See Product Care instructions)13.8 Interpretation of Warp
13.8.1 Warp shall be interpreted as meaning the cupping or twisting of doors. It refers to the distortion within the door itself and not to its relationship to the jambs or frame in which it is hung. Therefore, warp exceeding tolerances noted above shall be considered a defect only…
13.6.1 Timber jambs are to be stored flat & dry on site and should be sealed as soon as practical after installation, but no later than 7 days. The use of MDF door jambs is entirely at the customers responsibility. We accept no responsibility whatever for any kind of water damage to timber jambs of any kind. The protection against this is the customers responsibility.
13.7 General Conditions
13.7.1 The manufacturer will not assume responsibility for doors or frames which become defective because of failure to follow these recommendations or for the hazards of shipment or storage after doors leave the control of the manufacturer.
13.7.2 Doors and frames MUST be inspected upon arrival for visible defects and claims thereon must be filed immediately and prior to the door having been hung or had any finishes applied.
13.7.3 The manufacturer agrees to repair or replace, at its option, unfinished and in the form as originally supplied without change, any door or frame found to be defective within the meaning of the guarantee. Any such defects must be brought to the attention of the manufacturer promptly when discovered, and, in any event within two weeks from the date of shipment. Defects are to be assessed and confirmed by the manufacturer before rectification work is actioned. The manufacturer is not liable hereunder to reimburse any purchaser for doors or frames repaired or replaced without the prior written consent of the manufacturer to repair or replacement.
13.7.4 A warp not exceeding 5mm on doors up to 2134 x 914 x 38 or 6mm on doors over 2134 x 914 x 38 and up to 2399 x 1199 x38 shall not be considered a defect. Doors above 2400 in height or wider than 1200 are not covered by this warranty.
13.7.5 All doors and frames are subject to UDF product care requirement and the exclusions and recommendations contained within. (See Product Care instructions)13.8 Interpretation of Warp
13.8.1 Warp shall be interpreted as meaning the cupping or twisting of doors. It refers to the distortion within the door itself and not to its relationship to the jambs or frame in which it is hung. Therefore, warp exceeding tolerances noted above shall be considered a defect only…
- When cupping is determined by applying a straight edge to the concave side of the door.
- When a twist is determined by placing the door against a true surface.
13.8.2 The guarantee against warp does not apply to the following:
- Doors with veneer faces of different species or thicknesses
- Doors that are improperly hung or do not swing freely
- External doors which have been painted dark colours in line with light reflective values not to be below 40%
- Doors that exceed 2400mm in height or 1200mm in width
13.8.3 The manufacturer will not accept responsibility for doors when the moisture content of the timber falls below 12% or exceeds 18%, as it cannot assume responsibility for conditions beyond its control. The manufacturer should however be consulted promptly if excessive warping occurs so as to be of assistance in overcoming the difficulty.
13.8.4 This warranty does not exclude any conditions or warranty implied by the Trade Practices Act 1974.
13.8.5 All claims under this warranty shall be in writing, noting date, place, proof of purchase and details of claim and shall be forwarded to the manufacturer for assessment within 7 days of the delivery.
13.8.4 This warranty does not exclude any conditions or warranty implied by the Trade Practices Act 1974.
13.8.5 All claims under this warranty shall be in writing, noting date, place, proof of purchase and details of claim and shall be forwarded to the manufacturer for assessment within 7 days of the delivery.
14 SECURITY INTEREST
14.1 Terms that are defined in the Personal Property Securities Act 2009 (Cth) (“PPSA”) have the same meaning in this clause.
14.2 The Customer agrees and acknowledges that, for the purposes of the PPSA, UDF has a security interest in the Products and in any right in relation to or derived from the Products and such other undertaking, property and assets of the Customer.
14.3 UDF may register its security interests under this clause 14, including as a purchase money security interest.
14.4 The Customer waives the right to receive a verification statement under the PPSA.
14.5 The Customer agrees that, if Chapter 4 of the PPSA applies to the enforcement of UDF’s security interests, the following provisions of the PPSA will not apply to that enforcement:
14.1 Terms that are defined in the Personal Property Securities Act 2009 (Cth) (“PPSA”) have the same meaning in this clause.
14.2 The Customer agrees and acknowledges that, for the purposes of the PPSA, UDF has a security interest in the Products and in any right in relation to or derived from the Products and such other undertaking, property and assets of the Customer.
14.3 UDF may register its security interests under this clause 14, including as a purchase money security interest.
14.4 The Customer waives the right to receive a verification statement under the PPSA.
14.5 The Customer agrees that, if Chapter 4 of the PPSA applies to the enforcement of UDF’s security interests, the following provisions of the PPSA will not apply to that enforcement:
- section 95 to the extent that it requires UDF to give a notice to the Customer;
- section 96;
- section 130, to the extent that it requires UDF to give a notice to the Company;
- subsection 132(3)(d);
- subsection 132(4);
- section 135;
- section 142; and
- section 143.
14.6 The Customer agrees that UDF may allocate any payment that it receives from the Customer in any manner UDF determines (despite any purported allocation or appropriation by the Customer) including to satisfy obligations that are not secured; then to satisfy obligations that are secured, but are not secured by a purchase money security interest, in the order in which those obligations were incurred and then to satisfy any obligations secured by a purchase money security interest in the order in which those obligations were incurred.
14.7 Subject to subsection 275(7) of the PPSA, neither party may disclose information of the kind referred to in subsection 275(1) of the PPSA.
14.7 Subject to subsection 275(7) of the PPSA, neither party may disclose information of the kind referred to in subsection 275(1) of the PPSA.
15 INSURANCE
15.1 The Customer must keep the Products insured against all risks for Products of that kind from the time the risk in the Products passes to the Customer until the time that title in the Products passes to the Customer under clause 6.
15.2 The Customer holds the proceeds of that insurance on trust for UDF up to the amount it owes UDF in respect of the Products and must keep such proceeds in a separate account until the liability to UDF is discharged and must immediately pay that amount to UDF.
15.1 The Customer must keep the Products insured against all risks for Products of that kind from the time the risk in the Products passes to the Customer until the time that title in the Products passes to the Customer under clause 6.
15.2 The Customer holds the proceeds of that insurance on trust for UDF up to the amount it owes UDF in respect of the Products and must keep such proceeds in a separate account until the liability to UDF is discharged and must immediately pay that amount to UDF.
16 LIABILTY
16.1 To the fullest extent permitted by law, UDF excludes all liability for any Loss whatsoever suffered by the Customer as a result of any act, omission or statement made by UDF, its employees, contractors or agents whether negligent or not, except that nothing in this Agreement limits any liability imposed by any statute unless or to the extent that it is lawful to do so.
16.2 All Consumer Guarantees and any other implied statutory conditions or warranties are excluded to the fullest extent permitted by law and UDF’s only obligation resulting from a breach of a Consumer Guarantee is limited, at UDF’s option, to:
16.1 To the fullest extent permitted by law, UDF excludes all liability for any Loss whatsoever suffered by the Customer as a result of any act, omission or statement made by UDF, its employees, contractors or agents whether negligent or not, except that nothing in this Agreement limits any liability imposed by any statute unless or to the extent that it is lawful to do so.
16.2 All Consumer Guarantees and any other implied statutory conditions or warranties are excluded to the fullest extent permitted by law and UDF’s only obligation resulting from a breach of a Consumer Guarantee is limited, at UDF’s option, to:
- where the Product is a consumer good under Australian Consumer Law:
- replacement of the Product or supply of equivalent Product;
- payment of the cost of replacing the Product or acquiring equivalent Product; or
- payment of the cost of having the Product repaired.
- where the Product is a consumer service under Australian Consumer Law:
- supplying the services again; or
- replacement of the Product or supply of payment of the cost of having the services supplied again.
16.3 Notwithstanding any other provision of this Agreement, the total aggregate liability of UDF for any Loss suffered by the Customer due to any act or omission of UDF under or in connection with this Agreement (whether in tort (including negligence) for breach of contract or breach of statute or otherwise) is limited to the maximum aggregate amount actually paid by the Customer under this Agreement.
16.4 Under no circumstances will either party to this Agreement be liable for (i) any loss of opportunity business, revenue, income, profits, credit rating, goodwill, use, data, anticipated savings whether arising directly or indirectly, or (ii) for any indirect, punitive, special, incidental or consequential damages.
16.5 This clause will survive the termination or expiry of this Agreement.
16.4 Under no circumstances will either party to this Agreement be liable for (i) any loss of opportunity business, revenue, income, profits, credit rating, goodwill, use, data, anticipated savings whether arising directly or indirectly, or (ii) for any indirect, punitive, special, incidental or consequential damages.
16.5 This clause will survive the termination or expiry of this Agreement.
17 INDEMNITY
17.1 The Customer must fully indemnify, and keep indemnified, UDF from and against any Loss, including any third party Claims, arising out of or in connection with:
17.1 The Customer must fully indemnify, and keep indemnified, UDF from and against any Loss, including any third party Claims, arising out of or in connection with:
- abreach of these terms and conditions by the Customer or anyone else authorised to represent the Customer;
- the Customer’s use of the Product, including any wrongful, intentional or negligent act or omission by the Customer; or
- the Customer’s communications or interactions with UDF.
17.2 The Customer’s aggregate liability to UDF under or in connection with this Agreement (whether in tort (including negligence) for breach of contract or breach of statute or otherwise) is limited to the maximum amount paid by the Customer under this Agreement.
17.3 This clause will survive the termination or expiry of this Agreement.
17.3 This clause will survive the termination or expiry of this Agreement.
18 FORCE MAJEURE
18.1 If a party is unable to perform an obligation under this Agreement due to circumstances beyond its reasonable control, that party is excused from performing that obligation while those circumstances continue.
18.2 If those circumstances continue for an unreasonable period of time or if the delay in the party’s performance of its obligation has a material adverse effect on the other party, then the party adversely affected may terminate this Agreement on giving written notice to the other party.
18.3 The parties agree that the inability of a party to pay any amounts owing under this Agreement is not a force majeure event and this clause will not apply in that circumstance.
18.1 If a party is unable to perform an obligation under this Agreement due to circumstances beyond its reasonable control, that party is excused from performing that obligation while those circumstances continue.
18.2 If those circumstances continue for an unreasonable period of time or if the delay in the party’s performance of its obligation has a material adverse effect on the other party, then the party adversely affected may terminate this Agreement on giving written notice to the other party.
18.3 The parties agree that the inability of a party to pay any amounts owing under this Agreement is not a force majeure event and this clause will not apply in that circumstance.
19 TERMINATON
19.1 Immediate Termination
Notwithstanding any other provision of this Agreement, UDF may terminate this Agreement immediately on giving written notice to the Customer, without compensation, if the Customer commits an Event of Default.
19.2 Termination for breach
Either party may terminate this Agreement by written notice if the other party commits a breach of this Agreement:
19.1 Immediate Termination
Notwithstanding any other provision of this Agreement, UDF may terminate this Agreement immediately on giving written notice to the Customer, without compensation, if the Customer commits an Event of Default.
19.2 Termination for breach
Either party may terminate this Agreement by written notice if the other party commits a breach of this Agreement:
- Where the breach is incapable of remedy; or
- Where the breach is capable of remedy but the other party fails to rectify the breach within 14 days of a request to do so from the non-defaulting party.
20 DISPUTE RESOLUTION
20.1 A party must not start court proceedings (except proceedings seeking interlocutory relief) in respect of a dispute arising out of this Agreement unless that party has complied with this clause
20.20.2 A party claiming that a dispute has arisen in respect of this Agreement must notify the other party’s representative.
20.3 During the 10-day period after notice is given under clause 20 (or such longer period as agreed to in writing by the key contacts) the parties must use all reasonable endeavours to resolve the dispute.
20.4 A party who has complied with clause 20 may terminate the dispute resolution process with immediate effect by giving notice to the other party, and on such termination, may institute such legal proceedings as the party deems appropriate.
20.1 A party must not start court proceedings (except proceedings seeking interlocutory relief) in respect of a dispute arising out of this Agreement unless that party has complied with this clause
20.20.2 A party claiming that a dispute has arisen in respect of this Agreement must notify the other party’s representative.
20.3 During the 10-day period after notice is given under clause 20 (or such longer period as agreed to in writing by the key contacts) the parties must use all reasonable endeavours to resolve the dispute.
20.4 A party who has complied with clause 20 may terminate the dispute resolution process with immediate effect by giving notice to the other party, and on such termination, may institute such legal proceedings as the party deems appropriate.
21 RESELLER
21.1 This clause 21 only applies to a Customer who is also a Reseller.
21.2 Subject to this Agreement and any restrictions imposed by UDF at its sole discretion, UDF grants the Reseller the non-exclusive right to:
21.1 This clause 21 only applies to a Customer who is also a Reseller.
21.2 Subject to this Agreement and any restrictions imposed by UDF at its sole discretion, UDF grants the Reseller the non-exclusive right to:
- market and promote Products; and
- sell the Products to customers, anywhere in the world
21.3 The Reseller acknowledges that its appointment as a Reseller is on a non-exclusive basis and UDF may provide products of the same or a similar nature as the Products to any other party, and appoint other resellers in respect of the marketing, selling and promotion of the Products. The Reseller:
- must use its best endeavours to promote the interests of UDF;
- must not do or permit anything to be done which brings or is likely to bring UDF into disrepute;
- will act in good faith at all times to UDF and provide such assistance and co-operation as UDF reasonably requests;
- must not, without UDF’s written consent, assume or create or attempt to assume or create, whether directly or indirectly, any obligation on behalf of or in the name of UDF;
- will be responsible for its own operating costs, expenses and will (at its own expense) provide all things necessary to enable the Reseller to perform its obligations under this Agreement; and
- must not make any representations to customers or give any warranties in relation to the Products.disrepute;
21.5 The Reseller must not advertise, market or promote the Products without UDF’s prior written consent.
21.6 Without limiting clause 21.5 the Reseller must not advertise the Products in a manner which:
21.6 Without limiting clause 21.5 the Reseller must not advertise the Products in a manner which:
- Is false, deceptive or misleading;
- Is in breach of any law; or
- Contains a statement in respect of the Products, other than a statement that factually describes the Products and/ or its intended use.
21.7 The Reseller will indemnify UDF from and against any and all loss, damage or liability (whether criminal or civil) suffered by UDF, including but not limited to, any legal fees and costs incurred by UDF, resulting from or in connection with:
- a breach of this Agreement by the Reseller;
- any act or omission by the Reseller in relation to the Products;
- any misrepresentation of the Products by the Reseller, whether intentional or otherwise; and
- any act, neglect or default of the Reseller’s agents, employees or licensees.
21.8 Except as expressly provided in this Agreement, neither UDF nor the Reseller are partners, employees or agents of the other, and neither party has power or authority, directly or indirectly, or through its servants or agents, to bind the other to any agreement with any person except as specified in this Agreement.
22 MISCELLANEOUS
22.1SeveranceIf it is held by a court of competent jurisdiction that:
22.1SeveranceIf it is held by a court of competent jurisdiction that:
- any part of this Agreement is void, voidable, illegal or unenforceable; or
- this Agreement would be void, voidable, illegal or unenforceable unless any part of this Agreement was severed,
- then that part will be severable from and will not affect or denigrate from the enforceability or validity of the parties’ rights or obligations or the continued operation of the rest of this Agreement.
22.2 Waiver The non-exercise of or delay in exercising any power or right of a party does not operate as a waiver of that power or right, nor does any single exercise of a power or right preclude any other or further exercise of it or the exercise of any other power or right. A power or right may only be waived in writing, signed by the party to be bound by the waiver.
22.3 Further Assurances Each party will do, sign, execute and deliver and will procure that each of their employees and agents does, signs, executes and delivers, all deeds, documents, instruments and acts reasonably required of it by notice from another party to effectively carry out and give full effect to this Agreement and the rights and obligations of the parties under it.
22.4 Governing Law This Agreement will be governed and construed in accordance with the laws of Victoria, Australia and the parties agree to submit to the exclusive jurisdiction of the courts of Victoria, Australia.
22.5 Assignment No party may assign or transfer any of its rights or obligations under this document without the prior written consent of all other parties, which shall not be unreasonably withheld.
22.6 Changes UDF reserves the right to vary this Agreement at its reasonable discretion by publishing the revised terms on its website.
22.7 Expenses The Customer must pay to UDF any costs, charges and expenses (including legal fees calculated on a full indemnity basis) incurred by UDF in connection with the exercise or attempted exercise of any power, right or remedy under this Agreement, and the failure of the Customer to comply with this Agreement.
22.3 Further Assurances Each party will do, sign, execute and deliver and will procure that each of their employees and agents does, signs, executes and delivers, all deeds, documents, instruments and acts reasonably required of it by notice from another party to effectively carry out and give full effect to this Agreement and the rights and obligations of the parties under it.
22.4 Governing Law This Agreement will be governed and construed in accordance with the laws of Victoria, Australia and the parties agree to submit to the exclusive jurisdiction of the courts of Victoria, Australia.
22.5 Assignment No party may assign or transfer any of its rights or obligations under this document without the prior written consent of all other parties, which shall not be unreasonably withheld.
22.6 Changes UDF reserves the right to vary this Agreement at its reasonable discretion by publishing the revised terms on its website.
22.7 Expenses The Customer must pay to UDF any costs, charges and expenses (including legal fees calculated on a full indemnity basis) incurred by UDF in connection with the exercise or attempted exercise of any power, right or remedy under this Agreement, and the failure of the Customer to comply with this Agreement.
