Melsteel Pty Ltd (“Company”) supplies goods and services under these Terms and Conditions. When you place an order, accept goods, or receive services, you (“Purchaser”) agree to these Terms.

1. Definitions

For clarity throughout these Terms:

1. “Company” refers to Melsteel Pty Ltd.
2. “Purchaser” refers to the person, business, or entity listed on the invoice, including employees, agents, successors, or assigns acting on their behalf.
3. “Goods” refers to all goods, materials, or services supplied by the Company.

Together, these Terms and any invoice issued by the Company form the entire agreement between the parties. Both parties must sign in writing to vary these Terms.

2. Payment Terms

Payment is due within 30 days from the end of the month in which the Company issues the invoice, unless otherwise stated.

Furthermore, the Company applies interest to overdue balances at 2% per annum above the Penalty Interest Rate (Vic), calculated monthly.

Account fees include:

• $2.50 per monthly account
• $10.00 per month for accounts trading outside these terms

In addition, the Purchaser must pay all costs the Company incurs in recovering overdue amounts as a liquidated amount.

3. Supply and Delivery

Delivery times are estimates only. However, time is not of the essence unless stated on the invoice.

The Company does not accept liability for delays or inability to supply caused by circumstances beyond its control.

4. Warranties and Claims

To the fullest extent permitted by law, the Company excludes all implied warranties, including merchantability or fitness for purpose.

Moreover, the Purchaser must submit any quality or service complaints in writing within 7 days of delivery.

Claims submitted outside this timeframe may not be considered.

5. Passing of Risk and Acceptance

Risk passes to the Purchaser on delivery; however, ownership remains with the Company until full payment is received.

Accepting goods constitutes acceptance of these Terms, regardless of signature.

6. Order Cancellation

Orders may only be cancelled in writing.

Additionally, the Purchaser must pay all reasonable costs incurred up to the cancellation date.

The Company may retain deposits and apply them toward these costs.

7. Credit Facilities

The Company may vary or withdraw any credit facility at any time without notice.

8. Security and Charge Over Property

The Purchaser charges all present and future property, including freehold and leasehold interests, as security for any money owed to the Company.

Furthermore, the Purchaser agrees to sign all documents required to register this charge.

9. Invalid Terms

If any term is deemed unenforceable, the remaining terms continue to apply.

10. Governing Law

These Terms are governed by the laws of Victoria, Australia. Consequently, disputes must be heard in Victoria.

11. PPSA – Personal Property Securities Act 2009

11.1 General Provisions

This clause forms a security agreement under the PPSA. Defined PPSA terms have the same meaning here.

11.2 Title and Security

Risk passes on delivery; however, title remains with the Company until all amounts owing are paid in full.

Until full payment:

• Goods must be stored separately and clearly identified.
• Goods may only be resold as the Company’s agent, at arm’s length and on market terms.
• All proceeds of resale must be held in trust, in a separate account, until all amounts are paid.

The Company may allocate payments as it sees fit.

If payment is overdue, the Company may enter the Purchaser’s premises and recover goods without liability for trespass or damage.

Additionally, the Purchaser appoints the Company as attorney to complete any required documentation.

11.3 Insolvency Protection

Goods and proceeds are not available for distribution to:

• unsecured creditors
• secured creditors holding fixed or floating charges
• administrators or liquidators

11.4 PPSA Contracting-Out

The Purchaser waives rights to receive certain PPSA notices, including (but not limited to) sections 95, 96, 121(4), 130, 132(3)(d), 132(4), 135, 142, and 143.

11.5 Registration

The Purchaser must assist with PPSA registrations at their cost.
Moreover, the Purchaser waives the right to receive verification statements.
The Purchaser must not register any competing interests without the Company’s consent.

12. Dispute Resolution – Escrow Requirement

Before commencing litigation or dispute resolution:
The Purchaser must deposit all amounts owing (or claimed owing) into an escrow trust account held by the Company’s solicitors.

Funds may be invested, and interest distributed according to the final dispute outcome.

Failure to comply may allow the Company to bar proceedings.