TERMS & CONDITIONS

1. CONTRACT 

All Goods supplied and services provided by Quiet Art are sold on these Terms and Conditions ("Terms").

2. GENERAL 

(a) No quotation by Quiet Art shall constitute an offer.

(b) All orders placed with Quiet Art shall only be accepted subject to these Terms and Conditions. Quiet Art may at any time, and from time to time alter these Terms and Conditions of Sale and such altered Terms and Conditions of Sale shall apply after notification by Quiet Art to the Customer.

(c) If a Customer cancels or alters any order or part order for special goods or standard goods with special materials at any time after Quiet Art has received the order then Quiet Art reserves the right to charge to the Customer the costs of any special goods or materials already acquired for the order together with the cost of any labor and tooling expended to the date of such cancellation or alterations.

(d) Goods and Services Tax (“GST”) Sales Tax or any other applicable tax or duty payable shall be paid by or reimbursed by the Customer to Quiet Art on demand and the Customer shall indemnify and keep indemnified Quiet Art in respect of all taxes and duties including GST arising out of any sale of goods or the subsequent use of goods after the sale to the Customer

3. PRICING

Prices quoted by Quiet Art at the time of order are firm for 30 days thereafter are subject increases without notice or price changes in the event that: (a) the Scope of the Project changes, (b) the quantity of the goods required changes, (c) the materials that make up the goods changes at the request of the customer. Prices are ex store and Ex GST unless otherwise noted.

4. TERMS OF PAYMENT

(a) The granting of credit to a Customer shall be at the absolute discretion of Quiet Art.

(b) Credit Account Customers will have 30 days credit terms unless otherwise agreed.

(c) All other purchases with Quiet Art will require a 50% deposit and official customer purchase order to commence manufacture of Goods.  The invoice balance must be paid immediately prior to despatch of the Goods unless otherwise agreed.

(d) Customers with Progress Payment terms must pay a deposit before commencement and Progress Payments are payable 7 days upon Progress Invoices being issued.

(e) Customers shall not be entitled to withhold payment of any account by reason of any account query, dispute or set off.

5. INTEREST AND COSTS

Quiet Art may charge interest at the penalty interest rate fixed by the Attorney General from time to time under the Penalty Interest Rates Act 1983, plus 2% per month on any outstanding amounts owed to it by the Customer.  Quiet Art may also charge the Customer all enforcement costs (including legal costs and disbursements on a solicitor own client basis) incurred in connection with a breach of these Terms by the Customer.

6. DELIVERY

Risk of loss or damage to the Goods will pass to the Customer immediately upon delivery to the Customer's proposed destination.

(a) The Customer shall be responsible for the cost of any delivery made ex-Quiet Art  store. If Quiet Art is requested to arrange for delivery of products beyond the store, the Customer shall pay the delivery charges stipulated by Quiet Art  from time to time. Quiet Art shall in all cases be entitled to choose the method of transport.

(b) Any date or time quoted for delivery is an estimate only and Quiet Art  shall Endeavour to effect delivery at the time or times required by the Customer but failure to do so shall not confer any right of cancellation or refusal of delivery on the Customer or render Quiet Art  liable for any loss or damages directly or indirectly sustained by the Customer as a result thereof.

(c) Quiet Art  shall not be liable for any failure or delay in supply or delivery the goods where such failure or delay is wholly or partly due to any cause or circumstance whatsoever outside the reasonable control of Quiet Art  including, but not limited to, war, strikes, lockouts, industrial disputes or unrest, government restrictions or intervention, transport delays, fire, act of God, breakdown of plant, shortage of supplies or labor, storm or tempest, theft, vandalism, riots, civil commotions or accidents of any kind.

(d) Quiet Art 's obligation to deliver shall be discharged on arrival of the goods at the Customer's nominated delivery destination, nominated transport company, nominated agent or the address appearing on the invoice. The Customer shall unload the goods upon delivery, provided that if the Customer is unable or unwilling to accept physical delivery of the goods when the goods are ready for delivery, Quiet Art  shall be entitled to charge a fee for any delay experienced or arrange for the storage of the goods at the risk and cost of the Customer including all transportation, storage and other consequential costs. Quiet Art may, at its discretion, make and invoice partial deliveries and each partial delivery shall be a separate sale pursuant to these Terms and Conditions of Sale.

7. DELIVERY INSPECTION

The Customer shall examine the goods immediately after delivery and Quiet Art  shall not be liable for any mis-delivery, shortage, defect or damage unless Quiet Art  receives details in writing within seven (7) days of the date of delivery of the goods.

8. PROPERTY AND RISK

(a) Notwithstanding delivery of the goods or their installation, property in any given goods shall remain with Quiet Art until the Customer has paid and discharged any and all other indebtedness to Quiet Art on any account whatsoever, including all applicable GST and other taxes, levies and duties.

(b) Any payment made by or on behalf of a Customer which is later avoided by the application of any Statutory Provision shall be deemed not to discharge the Customer's indebtedness and, in such an

event the parties are to be restored to rights which each respectively would have had if the payment had not been made.

(c) The risk in the goods shall pass to the Customer upon delivery to the Customer or his agent or to a transport company nominated by the Customer.

(d) The Customer acknowledges that it is in possession of the goods solely as a bailee for Quiet Art  until payment as defined in clause 5 has been made in full to Quiet Art  and until such payment:

(e) The Customer shall be fully responsible for any loss or damage to the goods whatsoever and howsoever caused following delivery;

(f) The Customer shall store the goods separately from its own goods and those of any other party and in a manner which clearly identifies the goods, whether as separate chattels or as components, as the property of Quiet Art.

(g) The Customer shall maintain records of goods owned by Quiet Art  identifying them as Quiet Art ’s property, of the persons to whom the goods are sold or disposed to and of the payments made by such persons for such goods. The Customer shall allow Quiet Art to inspect these records and the goods themselves on request.

(h) The Customer hereby irrevocably grants to Quiet Art , its agents and servants, an unrestricted right and license, without notice to enter premises occupied by the Customer to identify and remove any of the goods the property of Quiet Art in accordance with the Terms and Conditions of Sale without in any way being liable to the Customer or any person claiming through the customer.

(i) Quiet Art  shall have the right to sell or dispose of any such goods removed or otherwise in its sole discretion and shall not be liable for any loss occasioned thereby.

9. INSTALLATION

Quiet Art licenses the Customer to install the goods. If the goods are affixed to other materials, the totality thereof shall be the sole and exclusive property of Quiet Art until payment as defined in clause 4 has been made in full to Quiet Art unless the other materials or part thereof are or is the property of a party or parties other than the Customer in which case the totality thereof shall be deemed to be owned as tenants in common with such other party or parties in shares corresponding to the

respective amounts paid or payable by the Customer in respect of such other party or parties.

10. RETENTION OF TITLE

(a) Property in the Goods does not pass to the Customer until Quiet Art has received payment in cleared funds for those particular Goods and payment in full of all other money owing by the Customer on any other account, whether or not that account relates to the sale of Goods or the installation of goods.

(b) The Customer shall be at liberty to agree to sell the goods (independently or affixed to other materials) subject to the condition that until payment has been made in accordance with clause 4, the Customer shall sell as an agent and bailee for Quiet Art and that the entire proceeds from the sale thereof shall be held in a separate account on trust for Quiet Art.

(c) The right to on-sell, deal or otherwise dispose of the goods in the normal course of trade may be revoked at any time by Quiet Art and shall automatically cease if a Receiver is appointed over any of the assets on the undertaking of the Customer or if a winding up order is made against the Customer or if the Customer goes into voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation) or administration or calls a meeting of, or makes any arrangement or composition with, creditors or commits any act of bankruptcy or where the Customer is in default of any of its obligations to Quiet Art .

(d) If the Customer fails to comply with any of these Terms Quiet Art, without notice, may take possession of the Goods which were the subject of this reservation of title, or trace the proceeds of their sale (as applicable) and recover the full amount owing to Quiet Art together with any interest and costs. 

Quiet Art may, without prejudice to any of its other rights and without notice, retake and resume possession of any of the Goods which remain its property and for that purpose, by its employees or agents, enter the Customer's premises, or any other such place as the Goods may be, without liability for trespass or any resulting damage, if: 

(i) there is a breach of any contract between Quiet Art and the Customer;

(ii) any of the Events of Default mentioned in the Schedule occurs; or

(iii) the Customer parts with possession of any of the Goods except by way of sale to its own customers in the ordinary course of its business.

Quiet Art may recover the price of the Goods by action, and may apply to wind up or bankrupt the Customer, if the Goods are not paid for within Quiet Art’s usual credit terms, even though property in the Goods has not passed to the Customer. Consistently with the Customer's intended use of the Goods, the Customer must keep the Goods in such condition as the Goods were in when supplied, or in such closest condition as can be reasonably maintained. The provisions of this clause 7 will apply irrespective of any arrangement under which Quiet Art  provides the Customer with credit. These provisions apply to the extent of any inconsistency between the two.

11. WARRANTY

Subject to payment in full being made as defined in clause 4, Quiet Art shall use its best endeavors to pass on to the customer the benefit of any warranties or guarantees it receives in respect of goods or parts thereof supplied to the Customer.  Quiet Art warrants that the Goods will conform to the Specifications and will be properly installed. Please take care when specifying descriptions, details, finishes and quantities of made-to-order Goods. Any variations to this information provided may be subject to further costs.

If Quiet Art receives notice of a defect for Goods, installation or non conformance with the Specifications within twelve months and it is agreed that the defect claim is a valid claim, then we reserve the right to either replace the affected Goods, supply equivalent Goods, repair the affected Goods, or pay any reasonable cost for another party to replace or repair the Goods.

The Trade Practices Act 1974 and corresponding legislation in other jurisdictions in certain circumstances imply mandatory conditions and warranties into agreements (“Consumer Warranties”). This clause does not exclude or limit the application of any Consumer Warranties or other warranties where to do so:

(a) would contravene the law of the relevant jurisdiction; or

(b) cause any part of this clause to be void.

The Customer hereby waives and Quiet Art disclaims, all other warranties, whether written or oral, express or implied, including but not limited to the Consumer Warranties.

12. LIMITATION OF LIABILITY

These Terms and Conditions of Sale do not exclude, restrict or modify the application of any provisions of any Commonwealth, State or Territorial Law which by law cannot be excluded, restricted or modified.

Quiet Art liability is limited to the extent described in Section 11 Notwithstanding Section 11, in no event will Quiet Art be liable for any of the following: actual loss or direct damage of Goods, damage for loss relating to the Customer's procurement of substitute products, incidental, special, economic or consequential damages, including late penalty payments.

13. FORCE MAJEURE

Delay is wholly or partly due to any cause or circumstance whatsoever outside the reasonable control of Quiet Art  including, but not limited to, war, strikes, lockouts, industrial disputes or unrest, government restrictions or intervention, transport delays, fire, act of God, breakdown of plant, shortage of supplies or labor, storm or tempest, theft, vandalism, riots, civil commotions or accidents of any kind.

9. TERMINATION

Quiet Art may immediately terminate these Terms if an Event of Default occurs. An Event of Default occurs if:

(a) the Customer fails to pay any monies due and that failure is not remedied within 14 days after receiving notice from Quiet Art, requesting the breach be remedied; or

(b) the Customer breaches any other Term and does not remedy that breach within 14 days after receiving a notice from Quiet Art requesting the breach be remedied; or

(c) the Customer becomes insolvent or bankrupt; or

(d) notice of deregistration of defaulting party under section 601AA(5) or 601AB(5) of the Corporations Act is given to or in respect of a party; or

(e) a petition has been presented against the Customer, an order made, a resolution passed or a meeting summoned or convened to consider a resolution for its winding up; In the event that the Customer purports to terminate an Order after acceptance of Quiet Art’s Quote, Quiet Art shall be entitled to accept that purported termination as a repudiation of the Order and shall be entitled to retain or charge to the Customer twenty five percent (25%) of the purchase price being a reasonable pre-estimate of its loss and damage plus a reasonable amount for work already undertaken.

10. RETURNS

Other than in respect of Quiet Art 's obligations pursuant to clause 11 hereof Quiet Art shall not be liable to accept any returned goods but may in it absolute discretion accept the return of goods, provided that such goods shall only be accepted for return with the prior written approval of a duly authorized representative of Quiet Art .

Goods returned for credit pursuant to this clause will be subject to a handling and administration charge equivalent to 20% of the invoiced value of the returned goods. Return freight and other expenses will be paid for by the Customer and no returns of special goods will be accepted. Any returned goods must be accompanied with the relevant invoice numbers and/or a Goods Return Authority.

11. ACCELERATION OF PAYMENT

All money which the Customer owes Quiet Art for Goods (including amounts which would not otherwise be payable until a later date) will become immediately due and payable if the Customer, is a Quiet Art and an application is made to wind up the Customer or a Receiver, Receiver and Manager, Official Manager, Agent for Mortgagee or an Administrator is appointed in respect of any part of the Customer's property, or an Inspector is appointed to investigate any of its affairs; or makes an arrangement or composition with its creditors or proposes to do so; or is unable to pay its debts as they fall due; or ceases or threatens to cease to carry on its business; or has execution levied against any of its assets; or has a mortgagee enter, or seek to enter into possession of any of its assets.

12. SEVERANCE

If any provision of this Agreement shall be held to be invalid or in any way unenforceable, it shall be severed and the remaining provisions shall not in any way be affected or impaired and this Agreement shall be construed so as to most nearly give effect to the parties’ intention when it was originally executed.

13. GOVERNING LAW

The customer agrees that these terms and conditions of sale shall be construed according to the laws of the state or territory as Quiet Art  may in its sole discretion determine. Proceedings by either Quiet Art or the customer may be instituted and/or continued in such state or territory as quiet art  may in its sole discretion determine. Failing such determination the customer consents to any proceedings being instituted and heard by any appropriate court sitting in the state of Queensland applying the laws of the state of Queensland.

14. SERVICE OF DOCUMENTS

The customer agrees that service of any notices or court documents may be effected by forwarding same by pre-paid post or facsimile to the last known address of the customer.