Terms and Conditions

ROSSETTO GROUP PTY LTD - TERMS & CONDITIONS OF SALE - V06.10.2025

Application of Terms

1. (Contract) These Terms set out the contractual basis upon which we agree to supply the Goods and, if applicable, Deliver the Goods to you. The Sales Order may include additional terms or conditions, which will supplement these Terms.

2. (Amendments to our Terms) Unless we otherwise agree in writing, we do not accept, and will not be bound by, any amendments you make to our Terms or any terms or conditions proposed by you or included in, attached to, or referenced in, any other document you give to us.

3. (Credit Facility Terms prevail) Where we have granted you a trade credit facility, our Credit Facility Terms apply in addition to these Terms. In the event of any conflict, ambiguity, or inconsistency between these Terms and our Credit Facility Terms, our Credit Facility Terms prevail to the extent of the conflict, ambiguity, or inconsistency.

Our Quote

4. (Our Quote) Any Quote made by us to you is an invitation for you to make us an offer to purchase the Goods on the terms of the Quote and shall not be construed as an offer by us that is capable of acceptance by you. Our Quote is an estimate only. We may withdraw, vary, or extend the period for you to make an offer in respect thereof, any Quote made by us at any time prior to the formation of a binding contract between the Parties.

5. (Quote for Goods) Unless specified otherwise in our Quote, any Quote made by us for the supply of Goods:

(a) will detail the specific Goods as selected or requested by you;

(b) specify the Deposit that will be payable;

(d) is based on the Customer Materials;

(e) is exclusive of the costs of Delivery; and

(f) will remain valid for a period of 30 days from the date of quotation.

6. (Quote for Delivery) Unless specified otherwise in our Quote, any Quote made by us for Delivery:

(a) will nominate Your Property as the delivery address;

(b) is an exclusive of GST amount and GST will be payable in addition to the supply amount quoted;

(d) is exclusive of the costs of the Goods; and

(e) will remain valid for a period of 30 days from the date of quotation.

7. (Update your measurements) If we are requested by you to provide a Quote based on an estimate of measurements and quantities, you must verify the accuracy of our estimated measurements and quantities prior to proceeding with a Sales Order. If you require any changes to our estimated measurements and quantities, you must request such changes in writing so we can revise our Quote before you proceed with a Sales Order.

8. (Reliance on Customer Materials) You acknowledge that we have relied upon the Customer Materials to provide the Quote and to process the Sales Order. We are not responsible if the incorrect quantity or item is supplied due to the Customer Materials being inaccurate or incorrect.

9. (Lead times) Any lead times we give for our anticipated date of Availability of the Goods are an estimate only. We will not be responsible for any Loss suffered by you as a consequence of a delay in us receiving your Goods that is outside of our control that are on order from our suppliers or manufacturers. We will take reasonable steps to mitigate and minimise delay on our part and the impact such delay may cause. We will endeavor to notify you of any adjustments to lead times previously estimated.

Formation of Contract

10. (Binding Contract) A binding contract for supply is formed between the Parties, and you have accepted the supply on these Terms, when:

(a) you have placed an order with us by offering to proceed with the purchase of the Goods as detailed in the Quote (“Your Offer”);

(b) we have accepted Your Offer by issuing a Sales Order to you; and

11. (Our right to reject Your Offer) We reserve our right to reject Your Offer for any reason (acting reasonably), including where:

(a) the Goods are no longer available or the lead times have been substantially delayed;

(b) the cost to us in supplying the Goods has increased;

(d) you are in breach of, or by us accepting Your Offer and processing a Sales Order would place you in breach of, the Credit Facility Terms.

12. (Your right to revoke Your Offer) You may revoke Your Offer by written notice to us at any time prior to a binding contract for supply forming.

13. (Separate Contracts) We are not obliged to supply the Goods or Deliver the Goods to you until a binding contract for the supply is formed. Each binding contract formed under clause 10 (Binding Contract) is a separate contract between the Parties.

14. (Order of precedence) If there is any conflict, ambiguity, or inconsistency between any of the documents which comprise the Contract, it is expressly agreed the order of precedence will be (in prevailing order of precedence):

(a) any additional terms or conditions contained in our Sales Order;

(b) our Credit Facility Terms (if applicable); and

Payment of Price, GST and other charges

15. (Payment of Deposit) We will require you to make payment of the Deposit to us before we will commence processing the Sales Order. The Deposit will be applied by us against any amount owing to us under the Contract for which the Deposit is paid.

16. (Payment of Price) The Price payable by you for the Goods and, if applicable, for Delivery as set out in the Sales Order will be due and payable by you to us in full:

(a) prior to you Collecting the Goods;

(b) if applicable, prior to the Goods being dispatched for Delivery;

(d) on the date that is 30 days from the date that the Sales Order is processed,

whichever is to occur first (“Payment Date”). You will not be permitted to Collect the Goods and we will have no obligation to Deliver the Goods to Your Property until the Price and any other charges payable are paid in full to us.

17. (Storage Charges) If we store the Goods at our Collection Location for more than 90 days from when the Goods are Available (“Maximum Storage Period”) either at your request or because you fail to pay for, Collect or accept Delivery of the Goods, then you will be charged a daily storage fee at our then current daily storage fee rate charged per pallet of the Goods for each day that we store the Goods for you after the Maximum Storage Period in accordance with the storage rate set out in our Schedule of Fees & Charges (“Storage Charges”).

18. (Payment of additional charges) All Storage Charges must be paid by you to us in full prior to Collection or Delivery occurring.

19. (No set-off) All payments under the Contract must be made by you to us as immediately available funds and made free of any set-off, or counterclaim and without deduction or withholding.

20. (Method of Payment) Payment may be made by cash, Electronic Funds Transfer (EFT), VISA, and MasterCard credit cards, or by using your credit facility with us (where applicable). We may change the payment methods that we accept at any time. We may charge a payment surcharge for payment using certain payment methods. Any surcharges currently charged by us are set out in our Schedule of Fees & Charges.

21. (GST) If GST is imposed on a Taxable Supply made by us to you under the Contract, the price of the Taxable Supply will be equal to the GST-exclusive consideration that you must pay to us for the Taxable Supply under the Contract increased by an amount equal to the amount of GST payable on that Taxable Supply (the “GST Amount”). The GST Amount is payable at the same time and in the same manner as the consideration to which it relates.

Variations to Sales Order

22. (Variation request) If you request a variation to the Sales Order (including a change to your nominated address for Delivery (if applicable)) (“Variation”), then such Variation is subject to our written agreement.

23. (Consequential amendments) Our agreement to any Variation to the Sales Order will be subject to you agreeing to our required changes to:

(a) the Price for the Goods and/or Delivery if more or different stock is ordered or the delivery address is different;

(b) the Collection Date if the varied stock is not in stock or has a longer lead time;

(d) any other information in the Sales Order affected by the Variation.

24. (Varied Sales Order) If we agree to your Variation, we will update the Sales Order with the necessary changes to reflect the Variation and any consequential amendments (“Varied Sales Order”) for your approval. Once approved by you in writing, the Sales Order in the Contract will be replaced with the Varied Sales Order. We will not be obligated to effect the Variation until you have expressly accepted the Varied Sales Order.

Inspection, Collection & Delivery

25. (Inspection upon Collection or Delivery) You should inspect the Goods immediately prior to Collection or Delivery to ensure the correct items and correct quantity are being supplied. If upon your inspection of the Goods you believe that the Goods are Non-Compliant, then you must notify Our Personnel immediately.

26. (Collection) Unless we have agreed to Deliver at your request, you are responsible for Collection of the Goods at your cost and expense at our Collection Location on the Collection Date during our Business Hours. Your obligation to Collect is subject to us confirming that the Goods are Available. We may require you or your agent to sign a Collection acknowledgement as confirmation that the Goods have been collected by you in apparent good order and condition.

27. (Collection occurs when) Collection will be deemed to have occurred when you or your nominated carrier, as your agent, takes possession, custody or control of the Goods at the Collection Location.

28. (Delivery) Where we have agreed to Deliver the Goods to Your Property as set out in the Sales Order, then subject to the Goods being Available, we will use our best endeavors to Deliver the Goods to Your Property on the Delivery Date. Our obligation to Deliver the Goods to Your Property on the Delivery Date is subject to the Goods being in stock at the Collection Location. We may require you or your agent to sign a Delivery acknowledgement as confirmation that the Goods have been received by you in apparent good order and condition.

29. (Delivery Occurs when) Delivery of the Goods is deemed to occur at the time when the Goods are delivered by Our Personnel into your custody, possession or control or into the custody, possession or control of any person acting on your behalf at Your Property or are left at Your Property at your instruction.

30. (Conditions of Delivery) Our obligation to Deliver the Goods to Your Property is subject to the following conditions:

(a) unless otherwise agreed in writing, you agree to be at Your Property on the Delivery Date at the time of Delivery to physically accept Delivery of the Goods;

(b) unless otherwise agreed in writing, Delivery will be made within our Business Hours on Business Days;

(c) unless we agree to leave the Goods at Your Property unattended at your request, if you are not at Your Property at the time of Delivery, we will return the Goods to the Collection Location;

(d) we will not be required to supply labour required to unload the Goods on Delivery. Any additional labour required to unload the Goods is the responsibility of you and shall be at your cost and risk;

(e) if you request that Our Personnel leave the Goods unattended, unprotected and/or unsecured at Your Property, then you agree to release us from any Claim for any Loss suffered or incurred by you as a result of the Goods being left unattended, unprotected and unsecured at Your Property;

(f) Our Personnel may inspect the Goods immediately after Delivery to ensure no damage to the Goods has occurred during transit to Your Property; and

(g) you agree to inspect the Goods upon Delivery for any damage to the Goods caused during transit to Your Property and to notify Our Personnel of any damage to the Goods that are apparent upon Delivery.

31. (Deferred Delivery) If Delivery of the Goods is deferred because you are unable or unavailable to accept Delivery of the Goods as arranged, we may charge a reasonable fee for redelivery (where delivery has previously been attempted) and/or for the storage of the Goods until redelivery occurs in accordance with our Schedule of Fees & Charges.

32. (Separate Deliveries) You acknowledge and accept that we may Deliver the Goods by instalments and reserve the right to require payment in full for each separate instalment of the Goods in accordance with these Terms.

33. (Risk passes) Risk of loss, damage and deterioration to the Goods passes to you immediately upon Collection or Delivery (as applicable). You should insure the Goods accordingly.

34. (Delays) You acknowledge that Collection or Delivery (as applicable) may be delayed by events and circumstances that are outside of our control, including Force Majeure Events or your conduct. We will not be responsible for any Loss that you suffer or incur in connection with such delay that is outside of our control or that is caused or contributed to by your conduct. Where we have scheduled a Collection Date or a Delivery Date in the Sales Order prior to the Goods being Available, then you agree that the Collection Date or the Delivery Date (as applicable) is a tentative date only until such time that we confirm that the Goods are Available and can be Collected or Delivered (as applicable) on the scheduled Collection Date or Delivery Date (as applicable).

35. (Inspection prior to Installation) You are responsible for inspecting the Goods prior to installation and within 7 days of Collection or Delivery to ensure there are no Non-Compliance issues with the Goods. If the Goods supplied to you are Non-Compliant then you must notify us as soon as possible after the date of Collection or Delivery and allow us to either come inspect the Goods or deliver the Goods to our Collection Location for us to inspect. You must exercise your right to return or reject the Goods for Non-Compliance before the expiry of the Rejection Period (which is 30 days from Collection or Delivery) and before the Goods are laid, fixed, installed or otherwise used in any way.

36. (Installing incorrect Goods) If you install the Goods knowing, or ought reasonably to have known, that the Goods supplied are Non-Compliant then you will be deemed to have accepted the Goods as is and we will not be liable to you for any Claim in respect of supplying Non-Compliant Goods to the extent that you were aware of the Non-Compliance.

Non-Compliant Goods

37. (Non-Compliance) Except for any Acceptable Characteristics, the Goods will be “Non-Compliant” if we do not comply with the Consumer Guarantees in respect of the Goods, including if:

(a) we have provided the wrong quantity of the Goods;

(b) we have provided the wrong goods;

(d) the Goods have defects;

(e) the Goods are damaged;

(f) the Goods are not fit for the common purpose for which the which goods of that kind are commonly supplied; or

(g) we have in writing on the Sales Order expressly represented that the Goods will be fit for a particular purpose as disclosed to us prior to placing the order and the Goods supplied are not fit for your particular purpose.

38. (Acceptable Characteristics) To the extent permitted by law, you acknowledge and agree that we will not be liable for any Non-Compliance to the extent that it relates to any Acceptable Characteristics.

Important disclosures about our goods

39. (Particular purpose) Unless we provide an express written representation in our Sales Order that your selected goods will be fit for your particular purpose that was disclosed to us, then you will be deemed not to have relied on our skill or judgment in relation to the suitability of the Goods for your particular purpose.

40. (Insufficient Quantity) Due to the nature of the Goods, we make no representations, warranty or guarantee:

(a) that the colour in any further batches of tiles supplied to you in a subsequent order will match your Goods supplied under your original order (as colours can vary noticeably between batches of product); and

(b) that goods identical to your selected goods in your Sales Order will be available to order after you place your original Sales Order. We will endeavor to notify you prior to you making your original Sales Order if, at the time of placing your Sales Order, we are aware that your selected goods are being discontinued by us, by our supplier or by the manufacturer and will not be available for subsequent orders.

41. (Batch variances) Due to the nature of the Goods, you acknowledge and accept that:

(a) colours and shades may vary between batches (including between samples and the Goods actually supplied); and

(b) manufacturers cannot guarantee to produce perfectly uniform patterned product (and therefore there is no guarantee that Goods will match perfectly when installed).

42. (Natural characteristics) If the Goods are derived or made from natural stone or terracotta, then there will be variations in colour, shade, veining, grain, texture, internal markings and other physical properties. You acknowledge and agree to accept the Goods supplied containing the range of colour and textural and physical variations common to natural stone and other similar natural tiles, including natural defects which might reasonably be expected in the type and grade of the Goods ordered.

43. (Ceramic and porcelain characteristics) If the Goods are ceramic or porcelain tiles, you acknowledge and agree that crazing of glazed ceramic and porcelain tiles is an inherent characteristic of the product and may occur naturally over time. We do not guarantee that glazed ceramic and porcelain tiles will be free from crazing.

44. (Polished characteristics) If the Goods are polished tiles, then you acknowledge and agree that polished tiles may, with varying light sources and at differing angles, display optical effects such as hazing or smudging and may also show fine scratch marks. These visual effects are inherent characteristic of polished tiles and do not affect the performance or life span of the tile and are not considered a defect. Extra care must be taken in the storage, handling, installation and maintenance of polished tiles to avoid damaging the surface with adhesives and grouts.

45. (No reliance on marketing material) Any printed materials or electronic images of goods (including as seen on our website) that we sell are for marketing purposes only and should not be relied upon by you for the visual appearance of the goods that will be supplied. Please order a sample or visit our showroom for more accurate visual representations of the goods that will be supplied.

46. (Slip resistance) We do not warrant or guarantee the slip resistance of any of the goods supplied by us. It is recommended that slip resistance and other required testing is conducted by you before you place your Sales Order and before installation in your specific project or site to ensure that the Goods are suitable for your purposes.

47. (Disclosed defects) If we have disclosed to you, or you are aware of, any Non-Compliance of the Goods prior to your Collection or acceptance of Delivery of the Goods, and you elect to proceed with Collection or Delivery then you will be taken to have agreed to accept the Goods in their Non-Compliant condition as is and the Sales Order will be deemed to be varied to reflect such acceptance.

48. (Sample or Display Model) The Goods you order should correspond with the sample provided by us or our display model in store in terms of quality, state and condition and should be free of any defects in its appearance or finish that were not reasonably apparent in your examination of the sample or demonstration model that had these defects been apparent in the sample or demonstration model, you would not have purchased the Goods. If you believe that the Goods supplied do not correspond with the sample or our display model, you must notify us as soon as possible. Small deviations or slight variations in appearance from the sample or display model which are inherent characteristics of the Goods will not entitle you to reject them, or to make any Claim in respect of them (“Sample Variations”).

49. (Acceptable quality) Such inherent characteristics or phenomena described above in respect of certain types of tiles are not defects, flaws or imperfections and tiles containing, displaying or subject to any of these characteristics or phenomena are not faulty, defective or of unacceptable quality.

Your storage, use, installation & maintenance

50. (Your Storage) If you store the Goods outside or in a location that can be exposed to the weather then we will not be responsible for any deterioration, damage or defects in the Goods if the deterioration, damage or defect is caused or contributed to by how you store the Goods.

51. (Your Installation) If you install the Goods, or arrange for someone to install the Goods on your behalf, then we will not be responsible for any damage or defect in the Goods if the damage or defect is caused or contributed to by the installation, defective installation, defective preparation work or waterproofing, defective adhesives, moisture, rising dampness, failure of any existing structures or concrete slabs, movement in any construction joints, control joints, or any movement or warping of the floors after the Goods have been installed. Any installation advice is for informational purposes, and general in nature only, and does not amount to (and should not under any circumstances be taken as) professional advice.

52. (Your maintenance & cleaning) We will not be responsible for any deterioration, damage to or defects in the Goods where the deterioration, damage or defect is caused or contributed to by:

(a) you failing to adhere to the manufacturer’s directions or care recommendations or any care recommendations we provide to you in respect of the Goods; or

(b) your use any acids, chemical compounds, abrasives or solvents in the cleaning or installation of the Goods, irrespective of whether conducted by you or a third party. Hydrochloric acid in particular, should never be used on the surface of any type of tile, natural stone or terracotta.

53. (Other) We shall not be liable for any damage or defects in the Goods which may be caused or contributed to or arise as a result of:

(a) you using the Goods for any purpose other than that for which they were designed or manufactured for;

(b) you using the Goods after any defect became apparent or should have become apparent to a reasonable person; or

Right to reject Goods

54. (Non-Compliant Goods) If it is agreed or determined that the Goods are Non-Compliant, then, without limiting any other rights you may have under the ACL:

(a) if the Non-Compliance is capable of being remedied then we will endeavor to remedy the Non-Compliance within a reasonable time but if we refuse or fail to do so you may, subject to clause 56 (You may not reject the Goods), notify us that you reject the Goods and your ground(s) for the rejection; or

(b) if the Non-Compliance is not capable of being remedied then you may, subject to clause 56 (You may not reject the Goods), notify us that you reject the Goods and your ground(s) for the rejection.

55. (We may remedy our failure) We may remedy our Non-Compliance by doing any of the following:

(a) repairing the Goods;

(b) replacing the Goods with goods of an identical type; or

56. (You may not reject the Goods) You will not be entitled to reject the Goods under clause 54 (Non-Compliant Goods) if:

(a) the Rejection Period for the Goods has ended;

(b) the Goods have been lost, destroyed or disposed by you; or

(c) the Goods were damaged after being Collected or Delivered to you for reasons not related to their state or condition at the time of supply; or

(d) the Goods have been attached to, or incorporated in, any real or personal property and they cannot be detached or isolated without damaging them.

57. (Rejection of the Goods) If you are entitled to reject the Goods under clause 54 (Non-Compliant Goods) and you notify us that you elect to do so, then you must return the Goods to us, unless:

(a) the Goods have already been returned to, or retrieved by, us; or

(b) the Goods cannot be returned, removed or transported without significant cost to you because of:

(i) the nature of the failure to comply with the Consumer Guarantees to which the rejection relates; or

(ii) the size or height, or method of attachment, of the Goods,

in which case we will within a reasonable time, and at our expense, collect the Goods from you, and upon us receiving the rejected Goods, at your election, we will either:

(d) replace the rejected Goods with goods of the same type, and of similar value, if such goods are reasonably available to us.

The ownership of any Goods that have been validly rejected by you will revest in us upon your notification of rejection.

Returns for change of mind

58. (Returns for Change of mind) You cannot return the Goods to us for a refund for change of mind unless we have (at our absolute discretion) expressly agreed to accept the return of the Goods. If we agree to accept the return of the Goods for change of mind, then such agreement is subject to:

(a) if applicable, our supplier or manufacturer agreeing to accept the return of the Goods;

(b) you paying our Return Charges as notified by us to you;

(d) the Goods not having been laid, fixed, installed or damaged; and

(e) the Goods being returned to us undamaged, in the same condition as when supplied, in original packaging (if applicable) and accompanied by a dispatch note stating the invoice number, date of supply and reason for return.

59. (No returns) You acknowledge and agree that we will not be obligated to consider a request for a return of any of the following goods for change of mind:

(a) special orders (goods that were specially produced or procured at your request);

(b) goods sold at wholesale or discounted prices;

(d) goods that cannot be matched to our current stock batch shades;

(e) sale items or second quality items;

(f) goods that are sold subject to all apparent or notified defects; or

(g) goods that were Collected by you or Delivered to you more than 30 days ago.

60. (Return Charges) We may deduct the Return Charges from any monies already paid by you to us for the Goods.

61. (Risk) Until we have physically accepted the return of the Goods and taken the Goods into our possession and control, the risk of loss, damage or deterioration to the Goods remains with you. You should keep the Goods safe, secure and insured until such time that we have physically accepted the Goods back into our possession and control and ownership has re-vested in us.

Cancellation by us

62. (Material change to cost) If, after the Contract Date but before the Supply occurs, the cost to us for supplying the Goods materially increases, and you do not agree to pay the increased price, then we may cancel the Contract by notifying you that the Contract is cancelled at no charge to you and we will refund your Deposit paid back to you.

63. (Goods no longer available) If, after the Contract Date but before the Supply occurs, the Goods are not able to be procured from our suppliers or manufacturers for any reason then we may cancel the Contract by notifying you that the Contract is cancelled at no charge to you and we will refund your Deposit paid back to you.

64. (Force Majeure Event) If due to the occurrence of a Force Majeure Event we are unable to fulfil our obligations under this Contract within a reasonable time we may cancel the Contract by notifying you that the Contract is cancelled at no charge to you and we will refund your Deposit paid back to you.

Cancellation by you

65. (change of mind) If, after the Contract Date but before the Supply occurs, you wish to cancel the Contract for the supply of the Goods, then you must notify us in writing as soon as possible. If we agree (at our absolute discretion) in writing to cancel the Contract, then such agreement to cancel the Contract will be subject to and conditional upon:

(a) if applicable, our supplier or manufacturer agreeing to cancel the order and, if applicable, accept the return of the Goods if already received by us or in transit to us; and

(b) you paying the Cancellation Charges as notified by us to you. We may deduct the Cancellation Charges from any monies already paid by you to us for the Goods.

Termination

66. (We may terminate) We may, with immediate effect, terminate the Contract by written notice to you, if:

(a) you fail to make payment of the Deposit required by us or any amount owed to us as and when due; or

(b) you commit a material or persistent breach of these Terms and do not remedy the breach within 30 days of receipt of a notice identifying the breach and requiring its remedy;

(d) you are a company and you have notified us that you are likely to become insolvent, are insolvent, are unable to pay your debts when due, you have had a receiver or manager appointed, you have entered into voluntary administration, you are subject to a deed of company arrangement or you are subject to the appointment of liquidators or provisional liquidators; or

(e) you are a natural person and you have committed an act of bankruptcy, had a trustee in bankruptcy appointed or are made bankrupt.

67. (You may terminate) You may, with immediate effect, terminate the Contract by written notice to us, if:

(a) we commit a material breach of these Terms and do not remedy the breach within 30 days of receipt of a notice identifying the breach and requiring its remedy; or

(b) we have notified you that we are likely to become insolvent, are insolvent, are unable to pay our debts when due, we have had a receiver or manager appointed, we have entered into voluntary administration, we are subject to a deed of company arrangement or we are subject to the appointment of liquidators or provisional liquidators.

68. (Prior rights) For clarity, termination of the Contract will not affect the rights which have already accrued to a Party at the time of termination, whether under the Contract or otherwise.

Refund of Deposit for cancellation or termination

69. (Full refund) Where you have paid a Deposit and:

(a) you have validly terminated the Contract under clause 67 (You may terminate); or

(b) we have cancelled the Contract under clause 62 (Material change to cost), clause 63 (Goods no longer available) or clause 64 (Force Majeure Event),

then we will refund the Deposit to you in full.

70. (Refund less monies owed) Where you have paid a Deposit and:

(a) you have cancelled the Contract under clause 65 (change of mind) with our consent; or

(b) we have validly terminated the Contract under clause 66 (We may terminate),

then we will refund the Deposit to you less any amount deducted to cover any monies owed to us under the Contract.

Limits of liability

71. (Proportionate liability) To the extent permitted by law, where we are liable to you for any Loss, damages or compensation our liability to you for such Loss, damages and/or compensation will be limited to our proportionate liability in respect of your Claim.

72. (Excluded loss) To the extent permitted by law, neither Party is liable to the other for any Excluded Loss arising out of or in connection with a breach of the Contract.

73. (Not a Consumer Contract or Small Business Contract) If the Contract is not a Consumer Contract or a Small Business Contract, then to the extent permitted by law, our liability to you for any Claim for Loss suffered or incurred by you is limited to, at our discretion, to:

(a) us repairing or replacing the Goods; or

(b) us paying you the cost of having the Goods repaired or replaced; or

74. (Consumer under the ACL) If you are a “consumer” as defined by the ACL, then nothing in the Contract restricts, limits or modifies your rights or remedies against us for our failure to comply with a statutory guarantee under the ACL.

General

75. (Update our Terms) We may update these Terms by way of amendment or replacement from time to time by notifying you. Any update to our Terms will apply to all future orders made by you after the date that our Terms are so updated. You should review the Terms prior to placing each order with us.

76. (No waiver) A waiver of any provision or breach of these Terms, or any Contract of which these Terms form part, will only be effective if made by the affected Party in writing. If a Party elects not to enforce its rights arising as a result of a breach of a Contract, that will not constitute a waiver of any rights in relation to any subsequent or other breach.

77. (Severance) If any provision of these Terms is or becomes invalid, void, illegal or unenforceable the provision shall so far as possible to read down to such extent as may be necessary to ensure that it is not invalid, illegal or unenforceable. If any provision or part of it cannot be so read down the provision or part of it shall be deemed to be void and severable and the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

78. (Force majeure) A Party will not be liable for any failure or delay in performance of its non-payment obligations under the Contract to the extent that such failure or delay in performing or complying with its non-payment obligations:

(a) is caused by a Force Majeure Event; and

(b) the failure or delay could not have been reasonably avoided, prevented or circumvented by the Party.

79. (Assign):

(a) Subject to clause 79(b) (Assign), a Party cannot assign, novate or otherwise transfer any of its rights or obligations under these Terms without the prior written consent of the other Party.

(b) You agree that if we merge or amalgamate with another entity or otherwise sell or dispose of our business, we may assign or novate the Contract, including all materials, personal information, confidential information and ideas supplied by you, to that other entity, provided that entity agrees to be bound by the Contract.

80. (Survival and essential terms)

(a) Any obligation that requires you to pay money to us is taken to survive termination of this Contract.

(b) Any term of the Contract that requires you to pay money to us is an essential term of this Contract.

81. (Jurisdiction) The Contract shall be governed by the laws of Tasmania, and the laws of the Commonwealth of Australia which are in force in Tasmania. The parties to the Contract submit to the non-exclusive jurisdiction of the courts of Tasmania and the relevant federal courts and courts competent to hear appeals from those courts.

Definitions & Interpretation

82. (Definitions) Unless the context is inconsistent, the following definitions apply to these Terms:

(a) Acceptable Characteristics means:

(i) Batch variances as described in clause 41 (Batch variances);

(ii) Natural characteristics as described in clause 42 (Natural characteristics);

(iii) Ceramic and porcelain characteristics as described in clause 43 (Ceramic and porcelain characteristics);

(iv) Polished characteristics as described in clause 44 (Polished characteristics);

(v) Sample Variations as defined in clause 48 (Sample or Display Model); and/or

(vi) Disclosed defects as described in clause 47 (Disclosed defects);

(b) ACL means the Australian Consumer Law as set out in Schedule 2 to the CCA;

(c) Available and Availability means that the Goods are in stock at our Collection Location and are available for Collection from our Collection Location or are available for Delivery;

(d) Business Day means a day that is not a Saturday, Sunday, or public holiday in Tasmania, Australia;

(e) Business Hours means our standard hours of operation on any Business Day that the Goods can be collected or that we will perform Delivery as disclosed to you from time to time;

(f) Cancellation Charges means our cancellation fees and charges for administration and re-handling in accordance with our Schedule of Fees & Charges plus all costs, fees and charges (including freight) incurred, or to be incurred, by us to cancel our order with our supplier or manufacturer and to return the goods to our supplier or manufacturer (if applicable);

(g) CCA means the Competition and Consumer Act 2010 (Cth);

(h) Claim includes, in relation to a person, a demand, claim, action, dispute or proceeding made or brought by or against the person, however arising and whether present, unascertained, immediate, future or contingent;

(i) Collection or Collect means you, or any third party on your behalf, collects the Goods from us from our Collection Location, including when your nominated carrier (your agent) takes possession of the Goods;

(j) Collection Date means, subject to the Goods being Available, the date that you agree to Collect the Goods from our Collection Location as set out in the Sales Order or such other date agreed to between the Parties (as varied in accordance with these Terms);

(k) Collection Location means our business premises (as notified to you from time to time) where the Goods will be made Available for Collection;

(l) Consumer Contract has the meaning given to this term in s 23(3) of the ACL;

(m) Consumer Guarantees means the guarantees relating to the supply of goods to a “consumer” (as defined in the ACL) in Part 3-2, Division 1, Subdivision A of the ACL (excluding the guarantees s 58 and s 59(1) of the ACL);

(n) Contract means the binding contract between us and you for the supply of the Goods and, if applicable, Delivery which is constituted by the Sales Order, these Terms and, if applicable, the Credit Facility Terms;

(o) Contract Date means the date that a Contract is formed in accordance with clause 10 (Binding Contract);

(p) Credit Facility Terms means, where applicable, our credit facility terms and conditions that apply to your trade credit account with us for you to receive Goods on credit from us for commercial purposes;

(q) Customer, you and your means the person acquiring the Goods from us as named in the Sales Order, and where the context permits, includes your employees, officers, agents and contractors;

(r) Customer Materials means any and all information provided to us by you (or on your behalf), including measurements and plans of the installation area, for the purposes of providing a Quote to you or to finalise the Sales Order;

(s) Delivery or Deliver means when Our Personnel deliver the Goods at Your Property;

(t) Delivery Date means, subject to the Goods being Available, the date scheduled for Our Personnel to Deliver the Goods to Your Property as set out in our Sales Order or such other date agreed to between the parties (as varied in accordance with these terms);

(u) Deposit means the amount set out in our Sales Order as the deposit payable for the Sales Order;

(v) Excluded Loss means any:

(vii) loss of income, loss of revenue or anticipated revenue or loss of profit;

(viii) loss of financial opportunity, loss of bargain, loss of business or loss of business opportunity, loss of time, goodwill, customers or reputation, loss of contract (other than this Contract), loss of anticipated savings or benefits, loss of use or loss of production;

(ix) special, punitive, or exemplary damages;

(x) indirect loss or damage to your other property; and

(xi) any Loss or damage resulting from a third party claim against you,

but excludes our economic loss suffered or incurred in connection with your failure to perform your payment obligations under a Contract;

(w) Force Majeure Event means any act of God, war, riots, terrorism, strike, lockout, embargoes, civil commotions, lock-out, industrial action, act of government, regulations of government authorities, epidemic, pandemic, fire, flood, storm, damage to or destruction of facilities, equipment or mechanical breakdown, freight delays, failure of a third-party supplier/manufacturer or service provider or any other event beyond our reasonable control;

(x) Goods means the goods supplied or to be supplied by us in accordance with the Sales Order;

(y) GST has the meaning given to that term under the GST Act;

(z) GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth);

(aa) Loss includes any damage, loss, cost, liability or expense of any kind and however arising (including as a result of any Claim) including penalties, fines and interest whether prospective or contingent and any amounts that for the time being are not ascertained or ascertainable;

(bb) Non-Compliant and Non-Compliance has the meaning given to that term in clause 37 (Non-Compliance);

(cc) Our Personnel means our employees or any subcontractors engaged by us;

(dd) Parties means the Supplier and the Customer, and Party means either one of them;

(ee) Price means the price payable for the Goods and, if applicable, for Delivery as set out in the Sales Order;

(ff) Quote means our quote of the price, by either written quotation or verbal quotation, that we are willing to supply the Goods and, if applicable, Deliver the Goods;

(gg) Rejection Period means the period of 30 days commencing on the date of the Supply;

(hh) Return Charges means our return fees and charges for administration and re-handling in accordance with our Schedule of Fees & Charges plus all costs, fees and charges incurred, or to be incurred, by us (including freight) to return the goods to our supplier or manufacturer (if applicable);

(ii) Sales Order means our written sales order to place your order for the purchase of the Goods from us as detailed in our Quote or in such other purchase order form (approved by us in writing);

(jj) Schedule of Fees & Charges means our current schedule of fees and charges for cancellations by you (including administration and rehandling), returns for change of mind (including administration and rehandling), re-delivery, storage, the current interest rate charged on overdue amounts and any other standard fees or charges to be charged by us to you;

(kk) Small Business Contract has the meaning given to this term in s 23(4) of the ACL;

(ll) Supplier, we, us and our means Rossetto Group Pty Ltd (ACN 645 660 957);

(mm) Supply and Supplied means the supply of the Goods to you by way of Collection or Delivery;

(nn) Taxable Supply has the meaning given to that term under the GST Act;

(oo) Terms means the terms & conditions of sale set out in this document (as updated from time to time); and

(pp) Your Property means the property address you nominate for Delivery as detailed in the Sales Order or such other property address agreed to in writing between the Parties.

83. (Interpretation) In these Terms, unless the contrary intention appears:

(a) a term that is defined within a clause has the meaning given to that term in that clause;

(b) a reference to these Terms or another instrument includes any variation or replacement of any of them;

(c) an agreement, representation, covenant or warranty in favour of two or more persons is for the benefit of them jointly and severally;

(d) an agreement, representation, covenant or warranty made by two or more persons binds them jointly and severally;

(e) the singular includes the plural and vice versa;

(f) the word ‘person’ includes a corporation, a firm, a partnership an unincorporated association, a body corporate, an authority or an agency;

(g) a reference to a person includes and binds that person's executors, administrators, successors, substitutes (including persons taking by novation) and permitted assigns;

(h) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(i) headings are inserted for convenience and do not affect the interpretation of these Terms;

(j) a reference to the whole of a thing includes a reference to a part of that thing;

(k) including (in any form) or such as when introducing a list of items or giving an example do not limit the meaning of the word to which the list relates to those items or to items of a similar kind;

(l) words or expressions used in these Terms that are defined in the GST Act have the same meaning in these Terms;

(m) other grammatical forms of defined words have the corresponding meaning;

(n) a reference to $ or dollars is a reference to Australian currency; and

(o) a provision of these Terms must not be construed to the disadvantage of a Party merely because that Party was responsible for the preparation of these Terms.