Standard Trading Terms

These Standard Trading Terms shall govern the sale and delivery of goods and services by Dindas Australia Pty Ltd (“Dindas”) to its Customers (“the Customer”).

“Dindas” and “We” and “the seller” means Dindas Australia Pty Ltd ABN 87 005 828 900 and its “related entity” as that term is defined in the Corporations Act 2001, of 58 Whiteside Road, Clayton in the State of Victoria, Australia (ABN 87 005 828 900).

“Customer” or “you” means the buyer (or any person acting on behalf of and with the authority of the buyer) as described on any quotation, work authorisation, or other form as provided by “Dindas” to the customer.

“Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Buyer on a principal debtor basis.

Application of Terms and Account Procedures

1. These Standard Trading Terms shall apply to the exclusion of all other terms and conditions including but not limited to any terms and conditions of the Customer. Dindas will not be bound by any terms attaching to an Order and the Customer agrees that those terms are excluded.

2. No goods and services will be supplied by Dindas to the Customer on any other terms or conditions other than those set out in this document.

3. Dindas will only offer goods and services and credit terms once a completed official Dindas “Application for Commercial Credit Account” has been completed and subsequently approved by Dindas, and/or an established account had already been opened as of the 30th January 2012.

4. Any subsequent store locations must also be approved by Dindas before Dindas goods and services can be distributed to another Customer outlet.

5. The granting of credit terms for new or existing accounts is entirely at Dindas’ discretion and Dindas may withdraw or vary credit terms at any time.

6. Dindas reserves the right to refuse or cease supply to any Customer or prospective Customer for any or no reason upon which time the full account will become due and payable.

7. Dindas reserves the right to review and change Customer credit limits as Dindas sees fit.


8. All Orders are subject to acceptance by Dindas..

9. Dindas may require payment of an initial amount (“the Initial Amount”) by the Customer upon an Order or Request being submitted to it by a Customer. In circumstances where paymentof an Initial Amount is required by Dindas then acceptance of the Order or Request will not be made by Dindas until such time as the payment of the Initial Amount has been made by the Customer to Dindas.

10. There is a wide range of lamimated veneer lumber (LVL) goods (and non LVLgoods) with similar structural properties that, in the absence of a standard stress grade nomenclature, may be specified by brand name. It is a widespread industry practice to assume such specification allows for substitution with other structural LVLgoods, (or non LVLgoods in the case of a non LVLgoods) with principal “stress grade related” characteristic values equal to or exceeding those published for the specified goods. Unless substitution is specifically excluded by the Customer in writing at the time of quotation and / or supply, Dindas may quote for and /or supply a substitute brand in accordance with the above described industry practice.

Cancellation of Orders

11. The following shall apply in relation to the cancellation of orders:

a) Orders placed with Dindas by the Customer shall not be cancelled without prior written approval of Dindas;

b) A request for cancellation will not be considered unless made in writing by the Customer to Dindas and received by Dindas not less than seven (7) days prior to the scheduled delivery date;

c) Special Make-Up Orders and Custom Product Orders may not be cancelled; and

d) In the event that Dindas accepts the cancellation of an order Dindas shall be entitled to charge

any reasonable fees for the cost of work and materials and/or any administration costs incurred by Dindas in preparing the order.

Payment Terms

12. Goods and services invoiced between the 1st and the last day of the month for goods and services supplied on credit will be charged as current month and are due for payment no later than the last day of the month following the invoice date or such date as is otherwise agreed in writing.

13. Customers must send Dindas a remittance advice identifying invoices being paid at the time of making payment.


14. Should the Customer fail to pay an account by the due date:

a) Dindas may charge interest on any overdue invoice at the penalty rate fixed under the Penalty

Interest Rates Act 1983 (VIC), calculated and payable daily, compounded from the due date until the invoice is paid in full;

b) Any discounts that apply (off-invoice discount, rebates and settlement discount) may be disallowed if payment is not received on or before the date required in accordance with these terms. Any disallowed discounts will be due and payable immediately;

c) Where any part of the trading account has not been paid within the time specified in this agreement and has fallen into arrears then the totality of the account whether or not in arrears shall become immediately due and payable;

d) The Customer’s account may at Dindas’ discretion be subject to suspension of supply of goods and services and services or permanent closure;

e) Dindas may take legal action to recoup debt which is likely to result in the closure of the account; and

f) The Customer shall also be liable to pay all costs and expenses to Dindas on demand (including without limitation all legal costs on a solicitor/own client basis) and all mercantile agents fees incurred by Dindas in recovering any amounts outstanding.

15. Where any person has a financial interest in two or more Dindas Accounts (“inter-related accounts”) and any one of the inter-related accounts fails to observe these trading terms then all inter-related accounts may be subject to suspension of supply and account cancellation procedures and invoices rendered to all inter-related accounts shall become immediately due and payable.

16. An account may be subject to suspension or closure if the Customer breaches these Standard Trading Terms or where any other guidelines or policies issued from time to time are not observed.

17. Any account together with any inter-related account may be immediately and permanently closed if in Dindas’ sole opinion the Customer:

a) sells or offers to sell or purchases counterfeit Dindas goods and services;

b) engages in deceptive or illegal conduct that has an adverse effect on Dindas; or

c) on-sells or supplies Dindas goods and services to or purchases Dindas goods and services from non-approved outlets.

18. Should an account be closed, Dindas may immediately reclaim any advertising or point-ofsale material incorporating Dindas Trade Marks or other Dindas intellectual property that has previously been supplied and the Customer irrevocably grants permission for Dindas servants and agents to enter its premises to reclaim such material.

Freight and Administrative Charges

19. If a Dindas invoice specifies it is the responsibility of Dindas to deliver goods and services to the Customer or it is otherwise agreed that Dindas will deliver the goods and services to the Customer the following will apply.

a) Dindas will be entitled to deliver the goods and services by way of instalments;

b) Dindas is entitled to payment of a delivery fee by the Customer;

c) delivery times advised to the Customer are estimates only and Dindas will not be liable for any loss, damage or delay suffered or incurred by the Customer or its clients arising from late or non-delivery of the goods and services; and

d) If the Customer does not accept delivery of the goods and services the Customer has no entitlement to be repaid the Initial Amount and Dindas in addition will be entitled to pursue the Customer pursuant to its rights under these Standard Trading Terms and at law.

20. Where Customer orders are below a minimum commercial value determined by Dindas then Dindas may also levy an administration fee for each delivery. The minimum commercial value and administration fee will be advised by Dindas and may be varied from time to time without prior notice being required.

Payment Before Delivery Sales

21. For Payment Before Delivery Sales, full payment in the form of cleared funds must be received and verified by Dindas prior to delivery of goods and services being made. Dindas shall at all times and at its sole discretion have the right to supply goods and services on a Payment Before Delivery basis and not offer credit irrespective of whether credit has been previously provided.


22. The Customer acknowledges and accepts that all prices quoted in the Dindas price list and catalogues are subject to change without notice. Dindas reserves the right to invoice goods and services supplied to the Customer at the revised prices without notice.

Customer Returns

23. The following rules apply in order for Customers returns claims to be accepted:

a) The return of goods will not be accepted without prior authorisation from Dindas or its authorized representative and for this to occur a Dindas Return Authorisation must be obtained before returning any product (including faulty product) by contacting the Customer Service Department in the state where these goods were purchased.

b) Returns of unpacked goods will not be accepted;

c) In the event that Dindas authorises a return of goods , no claim for the same shall be considered unless:

(i) The goods are returned in the original packaging and in good order and condition;

(ii) All price stickers, security devices or other non-Dindas labelling must be removed otherwise

returns will not be accepted or a charge for removal will apply;

(iii) The goods are accompanied by documentation showing:

a. The Customer’s name, address and account number/code;

b. The respective Dindas invoice number:

c. Reason for return; and

d. Dindas return Authorisation.

d) Unauthorised or unacceptable returns may be returned to the Customer at the Customer’s expense;

e) Special Make-Up Orders and Custom Product Orders may not be returned;

f) Customers must return goods only by Dindas’ nominated carriers, otherwise freight will not be paid by Dindas;

g) All returned goods shall be subject to an inspection by Dindas or an authorised agent of Dindas, before any claim will be considered;

h) Acceptance of the returned goods by Dindas shall not constitute any acceptance of any claim; and

i) Dindas reserves the right to raise credits at the lowest invoiced prices if original invoice details are not provided.

j) Should Dindas accept goods returned, the Customer must pay a return fee equal to a percentage of price invoiced of the returned goods. The percentage may vary from time to time in accordance with the Dindas document known as - Terms and Conditions Policies.

Other Claims

24. Short Delivery claims (where product is short delivered within the invoiced quantity) must be fully documented quoting the respective Dindas invoice number and forwarded to the Dindas Customer Service Department within seven (7) days from the date of delivery ofgoods and services to the Customer by Dindas. If this does not occur all short delivery claims are time barred.

25. Non Delivery claims (when a full or part consignment has not been delivered to the invoiced quantity) must be fully documented quoting the respective Dindas invoice number and forwarded to the Dindas Customer Service Department within seven (7) days from the date of invoice.

26. Incorrect pricing claims relating to either price, freight or administration charges, the Customer must advise Dindas of any such claims within seven (7) days of the invoice date in order for these claims to be considered.

27. All claims will be subject to investigation before a decision is made and any rejections by Dindas will be communicated to the Customer.

Limitation of Liability

28. Dindas is not responsible to the Customer or for any loss or damage to goods and services during transit caused by any event of any kind by any person (whether or not Dindas is legally responsible for the person who caused or contributed to that loss or damage). Dindas may provide the Customer with such assistance as may be necessary to press claims on carriers provided that the Customer: (i) has notified Dindas and the carriers in writing immediately after loss or damage is discovered on receipt of goods and services; and (ii) lodges a claim for compensation on the carrier within three (3) days of the date of receipt of thegoods and services.

29. Except as provided in these terms, and to the extent permitted by law, all express and implied warranties as to the supply of goods and services are expressly excluded. Dindas is not liable to the Customer for any physical or financial injury, loss or damage or for direct, indirect or consequential loss or damage of any kind arising out of or in relation to the supply of thegoods and services (by Dindas or arising out of any act or omission by Dindas, its employees, servants and agents. Notwithstanding anything to the contrary contained in these terms, Dindas’ liability is expressly limited to at Dindas’ discretion to either the replacement of thegoods and services or services or the cost of obtaining equivalentgoods and services or services.

Retention of Title

30. The Customer agrees that all goods and services supplied by Dindas to the Customer shall remain the property of Dindas and property in all goods and services supplied shall not pass to the Customer until such time as Dindas has:

a) been paid in full for all goods and services supplied; and

b) received payment of all other sums that are owing by the Customer to Dindas; and

c) the moneys owing referred to in (a) and (b) above have been collected and cleared by Dindas.

31. Where Dindas has not been paid in full for anygoods and services supplied to the Customer and/or in full for any other amounts which are due for payment by the Customer to Dindas, then

a) the Customer shall hold any such goods and services which it has been supplied by Dindas upon trust and as a fiduciary for Dindas and shall store and identify all such goods and services in a manner that clearly shows Dindas’ ownership thereof;

b) the Customer must not sell any goods and services supplied without the prior written consent of Dindas or except in the ordinary course of the Customer’s business;

c) the Customer shall have no right or claim to any right or interest in the goods and services to secure any liquidated or unliquidated debt or obligation that Dindas owes or may owe to the Customer;

d) the Customer may not claim any lien over the goods and services;

e) the Customer agrees that it shall not create any absolute or defeasible interest in the goods and services in relation to any third party except as may be authorised by Dindas; and

f) without prejudice to Dindas’ rights as an unpaid Seller or any of its other rights or remedies to retake possession of Dindas goods and services from the Customer, the Customer hereby agrees to deliver up goods and services to Dindas upon demand by Dindas and otherwise agrees that Dindas may recover possession of the goods and services at any site owned, possessed or controlled by the Customer and the Customer agrees that Dindas has an irrevocable licence to do so.

32. Where: (a) title has not passed to the Customer in goods and services supplied by Dindas to the Customer; and (b) those goods and services are sold to a third party by the Customer, then the proceeds of such a sale by the Customer, to the extent that they are deemed to equal in dollar terms to the amount owing by the Customer to Dindas on any account at the time of receipt of such proceeds, shall be held upon trust by the Customer for Dindas in a separate account until such time as full payment is made of all amounts owing by the Customer to Dindas.

33. The Customer agrees to indemnify and hold harmless Dindas against all loss and damage incurred or sustained by Dindas as a result of or in relation to the exercise of Dindas’ retention of title rights.

34. Clauses 30 to 33 above shall apply in respect of any goods and services supplied by Dindas to an inter-related account of a Customer where the inter-related account is in default (see clause 15).

Force Majeure

35. If for any reason beyond the control of Dindas including without limitation as a result of any strike, trade dispute, fire, tempest, theft or breakdown, orders cannot be filled at the time stipulated by the Customer, Dindas shall (at its sole discretion and without prejudice to the rights of Dindas to recover any sums owing to it in respect of deliveries made provided prior to the date of such determination) be entitled to either:

(i) cancel any order for goods and services placed by the Customer with Dindas; or

(ii) determine any contract between Dindas and the Customer that may have arisen by reason of the operation of these terms; or (iii) determine any trading account. The Customer shall have no claims for damages arising out of any such cancellation and/or determination whether or not the Customer receives notice of any such cancellation and/or determination.

Change of Ownership

36. The Customer shall give written notice to Dindas within seven (7) days of any change of ownership or control of the Customer. The Customer hereby agrees to indemnify and keep indemnified Dindas against any loss, damage, cost or expense incurred by Dindas as a result of the Customer’s failure to notify Dindas of any such change of ownership and/or control. Dindas reserves the right to vary any Customer order, hold or discount entitlements upon any change of ownership or control of the Customer.


37. The Customer hereby irrevocably grants Dindas a general and specific lien and pledge over any and all goods and services belonging to the Customer which are in Dindas’ possession from time to time to secure payment of any amounts due and payable under these terms.

Product Characteristics

38. The Customer acknowledges that Dindas timber product has (inter alia) the following characteristics:

a) it is susceptible to exposure to the elements;

b) it is a natural product and variations in colour, texture and inherent quality occur;

c) it is susceptible to bending, warping, crushing, swelling, delamination, and fungal growth if not stored or used properly; and

d) it is susceptible to damage and size variations which can be caused by humidity and or moisture.


39. Where goods are deposited by a Customer with Dindas for any reason, such as H2, H3 treatment, re sizing, sawing and the like, these goods are not insured for the event of loss, damage, fire, theft or for any other “insurable’ incident.

40. Dindas is not responsible for the failure by the Customer to carry out marking instructions.

41. Risk in thegoods and services supplied to Dindas by the Customer for treatment will at all times remain with the Customer.


42. The Customer hereby grants a charge to Dindas over all and any of your present and after acquired property (“APAAP”) and any interest in real property (current or future) as security for your indebtedness and obligations under this Agreement. The Customer agrees that the covenant to repay contained in this Agreement is a charge over any such interest in real property of the Customer and consents to a caveat being lodged against the title to any such real property or any interest in such real property owned by the Customer, including that where the Customer/s is/ are or becomes a trustee of a trust (whether or not such trust is disclosed herein), the Customer in such capacity hereby charges all such real and personal property of such trust (including all present and after acquired property) with the obligations contained herein and declare that such charge is given in consideration of the terms herein, of Dindas agreeing to sell or continue to sell to the Customer and at the request of and for the benefit of such trust. The Customer (in their own capacity and/ or as trustee as previously described) hereby and by way of security irrevocably appoints every officer and legal practitioner of Dindas jointly and each of them severally as the Customer’s lawful attorney (“attorney”) with the power and for the purpose of executing (including as a deed) a mortgage or other instrument of security in any form determined in the absolute discretion of the attorney over any interest in real property of the Customer (in their own capacity and/ or as trustee as previously described) to secure the monies and obligations herein, if the Customer fails within a reasonable time of demand being made upon the Customer to execute such mortgage or other instrument, and to procure the registration of such mortgage or other security.

43. For the purposes of section 20(1) and (2) of the Personal Property and Securities Act “PPSA”, and to ensure maximum benefit and protection for Dindas under the PPSA, you confirm and agree that you intend to and do grant to Dindas, as security for your indebtedness and obligations, a charge over all of your present and after-acquired property.

44. You agree to do anything that Dindas reasonably requires to ensure that Dindas has at all times a continuously perfected security interest over all of your present and after-acquired property.

45. Dindas may allocate amounts received from you in any manner it determines, but in default will apply same first to payment of any unsecured amount owing to Dindas, next as to any reasonable enforcement expenses and then as to any secured balance owing to Dindas.

46. You agree to reimburse Dindas for all costs and/or expenses incurred or payable by Dindas in relation to registering, maintaining or releasing any financing statement or financing change statement under this Agreement.

47. You will not (except with the written consent of Dindas) allow to be, or be liable to become, perfected or attached in favor of any person, a security interest or transitional security interest in any of the monies from time to payable to Dindas (if any) or otherwise, and whether to a provider of new value or otherwise).

48. You will not (as against any person who is a “related entity“ of you for the purposes of the Corporations Act 2001) without the prior written consent of Dindas, before or until all money payable to Dindas in connection with the Agreement is paid in full:

a) exercise a right of contribution or indemnity;

b) claim the benefit of (for example, by subrogation), or seek priority ahead of, the transfer of or the benefit of a security Dindas holds in connection with this Agreement;

c) try to reduce its liability to Dindas through set off or counterclaim; or

d) prove in competition with Dindas if you are unable to pay your debts when due.

e) seek to perfect or attach in favour of you or another (either jointly or severally) a security interest in any of your present or after acquired property which would rank in priority to the entitlements of Dindas.

49. You waive the right to receive a copy of the verification statement confirming registration of a financing statement or financing change statement relating to the security interests under this Agreement.

50. You agree that you and Dindas contract out of and nothing in the provisions of Sections 95, 96, 117, 118, 121(4), 130, 132(3)(d), 132(4), 142 and 143 of the PPSA shall apply to this Agreement.

51. You and Dindas acknowledge that you are the grantor and Dindas is the holder of a Purchase Money Security Interest (“PMSI”) by virtue of this Agreement and/ or the PPSA you and Dindas agree that the terms of this Agreement may be altered unilaterally by Dindas giving thirty (30) days written notice to you.

52. You hereby consent and appoint Dindas to be an interested person and your authorized representative for the purposes of section 275(9) PPSA.

Confidential Information

53. You acknowledge that all pricing information and any other commercially sensitive or confidential information relating to this Agreement is strictly confidential (Confidential Information).

54. Except as stated in this Agreement below or where required by PPSA, the parties to this Agreement are under an obligation to not and must not permit any of their officers, employees, agents, contractors or related bodies corporate to disclose any Confidential Information to any person, other than their professional advisers or as required by law, without the prior written consent of the party to whom the Confidential Information relates.

55. This clause, and clause 53 and 54:

a) operates for the benefit of all parties; and

b) continues despite the termination of this Agreement.


56. Transferance of Agreement: Dindas may assign or transfer this Agreement and/ or any security under the PPSA to a related body corporate at any time by notice to you. You must not assign or transfer the benefit or obligations of this Agreement without the prior written consent of Dindas, which Dindas will not unreasonably withhold.

57. Severance: If any provision of this Agreement is found to be invalid or unenforceable then it is deemed to be severed and the remainder of this Agreement shall remain valid and in force.

58. Entire Agreement and No Merger: Unless otherwise agreed in writing, Dindas and the Customer acknowledge that these Standard Trading Terms constitute the entire agreement between them and that the only enforceable obligations and liabilities of Dindas and the Customer in relation to its subject matter. All representations, communications and prior agreements are superseded by these terms and conditions. Where previous terms and conditions have been entered into between the Customer and Dindas, the parties agree that this Agreement shall not act as a merger of their rights but that the terms contained under such previous Agreement shall be amended by the terms contained herein to the extent of any inconsistency.

59. Certificate: A Certificate signed by an authorized representative of Dindas will be prima facie evidence of the Customer’s liability to Dindas as at the date of the Certificate.

60. Variation of Terms: Dindas reserves the right to vary all or any of these terms upon 30 days notice to the Customer. Clerical errors are subject to correction without notification.

61. Notices: You hereby agree:

a) Any notice by one party to the other shall be sufficiently served if served personally or by facsimile transmission or if posted by prepaid post to the party to be served at the registered office of such party or its last known place of business and shall be deemed to have been received within three (3) days of the date of posting if served by post and immediately upon transmission if served by facsimile transmission, and

b) That in addition to any other means permitted by law, any documents, notifications or court proceedings may be given or served upon you, your successors and permitted assignees in the same manner as any notice or document may be given under Part 8.5 of the Personal Property Securities Act (2009) (“PPSA”) and shall be deemed so given or served.

62. Waiver: No waiver of these terms shall be valid and operate unless such waiver is in writing and signed by the authorized representative of Dindas.

63. Jurisdiction: These trading terms shall be governed by the laws in force in the State of Victoria and the parties agree that all claims and disputes shall be determined in the Court of competent jurisdiction nearest to Melbourne, Victoria.

64. Headings,underlines,and the use of bold typeface: are for convenience only and do not effect the interpretation ofv these terms.

65. Words: Importing the singular include the plural and / or visa versa.

Dindas Australia Pty Ltd   ABN 87 005 828 900