Terms and Conditions

E-Sheds Purchase Agreement

1. Definitions

In this document: 1.1 “Building Kit” means the building kit mentioned in the Quote;

1.2 “Dinky-Di” means Dinky-Di Sheds & Affordable Homes Pty Ltd ACN 119 352 966 as trustee of the Dinky-Di Unit Trust together with its successors and assigns; 1.3 “Free Delivery Zone” means within 10 kilometres of a free delivery route specified by Dinky-Di; 1.4 “Purchase Price” means the price of the Building Kit mentioned in the Quote plus goods and services tax (if not already included); 1.5 “Purchaser” means the party buying the Building Kit; 1.6 “Quote” means the quote prepared by Dinky-Di and accepted by the Purchaser (including any change agreed in writing between the parties) which has resulted in the parties being bound by this document. To avoid any doubt, the information about the Building Kit on Dinky-Di’s website may constitute a Quote; and 1.7 “Site” means the premises where the Purchaser wants the Building Kit delivered. 2. Sale and Purchase In consideration of payment of the Purchase Price in accordance with clause 3, Dinky-Di sells to the Purchaser and the Purchaser buys from Dinky-Di the Building Kit on the terms set out in this document. 3. Purchase Price 3.1 The Purchaser must pay the Purchase Price to Dinky-Di: 3.1.1 in the manner required by Dinky-Di (for example, by credit card, electronic funds transfer or cheque); and 3.1.2 when the Purchaser accepts the Quote. 3.2 After the Purchaser accepts the Quote, Dinky-Di will issue a tax invoice for the Purchase Price to the Purchaser. 4. Purchaser’s Construction of Building 4.1 The Building Kit is comprised of unassembled materials and the Purchaser is solely responsible for constructing the building at its cost and risk, including obtaining any necessary approval from the local government, carrying out the works for the floor, and assembling the Building Kit. 4.2 After the Purchase Price is paid, Dinky-Di will provide plans and specifications to the Purchaser to assist it in constructing the building. Dinky-Di retains any of its copyright in the plans and specifications. The Purchaser must not use the plans and specifications other than under this document without Dinky-Di’s written consent. 4.3 After the Purchase Price is paid and Dinky-Di has received all required information from the Purchaser, Dinky-Di will order the Building Kit from the manufacturer. 4.4 In its absolute discretion Dinky-Di may at the Purchaser’s cost and risk assist the Purchaser in constructing the building, including obtaining any necessary approval from the local government, carrying out the works for the floor, and assembling the Building Kit. However, Dinky-Di is not liable for any claim arising out of the construction of the building. 4.5 The Purchaser indemnifies Dinky-Di against any expense or damages incurred by Dinky-Di as a result of the construction of the building. This indemnity survives termination of this document by either party for any reason. 5. Delivery 5.1 Promptly after the Purchaser accepts the Quote, it must give written notice to Dinky-Di specifying the Site in sufficient detail. The Site must be within the locality mentioned in the Quote. 5.2 If the Site is within a Free Delivery Zone, the Purchaser is not required to pay a delivery charge to Dinky-Di. However if the Site is outside a Free Delivery Zone, the Purchaser must pay a delivery charge to Dinky-Di (in addition to the Purchase Price). The delivery charge: 5.2.1 is $2.00 per kilometer traveled outside the Free Delivery Zone plus goods and services tax; 5.2.2 must be paid in the manner required by Dinky-Di (for example, by credit card, electronic funds transfer or cheque); and 5.2.3 must be paid when required by Dinky-Di. Dinky-Di will issue a tax invoice for the delivery charge to the Purchaser. 5.3 After Dinky-Di has ordered the Building Kit from the manufacturer and the manufacturer has advised Dinky-Di of the estimated delivery time, Dinky-Di will advise the Purchaser of the estimated delivery time. 5.4 Dinky-Di will do everything reasonably necessary to cause the Building Kit to be delivered to the Site at the estimated delivery time. However, the estimated delivery time is an estimate only and Dinky-Di is not liable for any claim as a result of delivery at any other time. 5.5 The Building Kit may be delivered to any part of the Site in the absolute discretion of the delivery person. Dinky-Di is not liable for any claim as a result of any damage sustained to the Site. 5.6 The Purchaser warrants that: 5.6.1 it is lawful for the Building Kit to be delivered to the Site; 5.6.2 a semi-trailer will be able to access the Site for delivery of the Building Kit; and 5.6.3 the Purchaser will be present at the Site when the Building Kit is delivered. 5.7 If the Building Kit cannot reasonably be delivered to the Site (in the absolute discretion of the delivery person) as a result of the Purchaser’s delivery instructions, the Purchaser breaching a warranty in clause 5.6, or otherwise without default by Dinky-Di, Dinky-Di may at the Purchaser’s cost deal with the Building Kit in any way determined by Dinky-Di in its absolute discretion for the purpose of the Building Kit being supplied to the Purchaser. 5.8 Dinky-Di will rectify any defect of the Building Kit that is notified in writing by the Purchaser to Dinky-Di within 7 days after the Building Kit is supplied, except where the defect is caused or contributed to by the Purchaser or another person beyond the reasonable control of Dinky-Di. If Dinky-Di does not receive a written notice from the Purchaser within 7 days after the Building Kit is supplied, the Building Kit is treated as having been supplied by Dinky-Di and accepted by the Purchaser in accordance with the Quote and this document and the Purchaser will make no claim about the condition of the Building Kit. 6. Risk and Title 6.1 Risk in the Building Kit passes from Dinky-Di to the Purchaser when Dinky-Di supplies the Building Kit to the Purchaser. The Building Kit is supplied when it is delivered to the Site or otherwise received by the Purchaser, whichever occurs first. 6.2 Title to the Building Kit passes from Dinky-Di to the Purchaser: 6.2.1 when risk in the Building Kit passes from Dinky-Di to the Purchaser under clause 6.1; or 6.2.2 when Dinky-Di receives the Purchase Price and any other money payable under this document from the Purchaser; whichever occurs last. 7. Purchaser’s Default 7.1 If the Purchaser fails to comply with any term of this document, Dinky-Di may affirm or terminate this document. 7.2 If Dinky-Di affirms this document under clause 7.1, it may sue the Purchaser for damages and/or specific performance. 7.3 If Dinky-Di terminates this document under clause 7.1, it may do all or any of the following: 7.3.1 repossess the Building Kit; 7.3.2 forfeit any payment of the Purchase Price; 7.3.3 sue the Purchaser for damages; 7.3.4 resell the Building Kit. 7.4 Dinky-Di may recover from the Purchaser as liquidated damages any deficiency in price on a resale, and its expenses connected with this document, any repossession, any failed attempt to resell, and the resale. Any profit on a resale belongs to Dinky-Di. 7.5 Dinky-Di may claim damages for any loss it suffers as a result of the Purchaser’s default, including its legal costs on a solicitor and own client basis. 7.6 Without affecting Dinky-Di’s other rights, if any money payable by the Purchaser is not paid when due, the Purchaser must pay Dinky-Di interest on that money calculated at the rate equal to the prime lending rate charged by Dinky-Di’s bank plus 5% from the due date for payment until payment is made. Dinky-Di may recover that interest from the Purchaser as liquidated damages. Any judgment for money payable will bear interest from the date of judgment to the date of payment and this clause 7.6 applies to calculation of that interest. 8. Exclusion of Liability Except as provided in this document, to the fullest possible extent: 8.1 the manufacturers’ warranties regarding the Building Kit are the only warranties for the Building Kit; 8.2 Dinky-Di is not liable for, and the Purchaser releases Dinky-Di from, any claim arising out of any defect of the Building Kit (this clause does not take away any claim by the Purchaser against the manufacturer which arises out of the Building Kit being defective); 8.3 all express and implied warranties, guarantees and conditions under statute or general law as to merchantability, description, quality, suitability or fitness of the Building Kit for any purpose or as to design, assembly, installation, materials or workmanship or otherwise are expressly excluded; and 8.4 Dinky-Di is not liable for physical or financial injury, loss or damage or for consequential loss or damage of any kind arising out of the supply, design, assembly, installation, materials, or workmanship of the Building Kit or arising out of Dinky-Di’s negligence or in any way whatsoever. 9. Amendment The Quote and this document may only be changed by a document in writing signed by each party. 10. Force Majeure If by reason of any thing beyond the reasonable control of Dinky-Di it is unable to perform in whole or in part any obligation under this document, Dinky-Di is relieved of that obligation to the extent and for the period that it is unable to perform and it is not liable to the Purchaser for the inability to perform. 11. Time Time is of the essence for all obligations of the Purchaser under this document. 12. Entire Agreement 12.1 This document is the entire agreement between the parties about its subject matter and, in relation to that subject matter, supersedes any prior understanding or agreement between the parties or condition, warranty, indemnity or representation imposed, given or made by a party. 12.2 The Purchaser acknowledges that it has not been induced to agree to this document by any representation, verbal or otherwise, made by or on behalf of Dinky-Di that is not set out in this document. 13. Submission to the Jurisdiction and Choice of Law This document is governed by and construed in accordance with the laws of Queensland. The parties submit to the jurisdiction of Queensland courts and any courts which have jurisdiction to hear appeals from any of those courts. 14. Severance The parties agree: 14.1 to apply a construction of each provision of this document that creates a legal and enforceable provision; 14.2 that any illegal or unenforceable provision will be severed from this document and will not affect the continued operation of the remaining provisions; and 14.3 to use their best endeavours to replace any severed provision with a provision having a commercial import as close as possible to the severed provision. 15. Waiver Failure of a party at any time to insist on performance of a provision of this document is not a waiver of that party’s rights to insist on performance of that or any other provision of this document. 16. Electronic Communication Each party consents to: 16.1 information being given by an electronic communication; 16.2 any requirement for a signature being met by using a method which: 16.2.1 identifies the person whose signature is required; and 16.2.2 indicates that person’s approval of the information communicated; and 16.3 the production, by an electronic communication, of an electronic form of a document.