1. RELEVANT DEFINITIONS:

In these conditions:

“Conditions” means the terms of these Conditions of Sales;

“Customer” means a person, firm or corporation seeking to acquire Goods from the Supplier and where applicable includes the applicant in the Commercial Credit and, if the Customer Consist of more than one person, each of them jointly and severally;

“Mangrove Entity” means either Braille Tactile Signs (Aust) also known as BTS (Aust), A.S.A.D. Signs, BetterBrailleSign.com or any Entity which trades as a division of Mangrove Pty Ltd. ACN: 006 333 053 ABN: 61 724 383 542 all at 15 / 21 Eugene Terrace, Ringwood VIC 3134 Australia;

"Goods" means all goods supplied by the Supplier to the Customer;

“GST” means GST within the meaning of A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended;

“Other Property” means all present and after-acquired property of the Customer (except the Goods) whether acquired alone or jointly as a tenant in common or as a joint tenant;

“PPSA” means the Personal Property Securities Act 2009 (Cth) as amended;

"Security Agreement" and “Security Interest” have the meaning ascribed to them in the PPSA;

“Services” means any and all services supplied by the Supplier to the Customer; and

“Products” Any and all products supplied by Braille Tactile Signs (Aust) to a customer as part of a transaction.

"Supplier" means the relevant Mangrove Pty Ltd Entity, such as Braille Tactile Signs (Aust), that has provided the Customer with a quotation, tax invoice or has otherwise contracted with the Customer for the supply of the Goods and or Services.

“Transaction” Exchange, or transfer of cash that occurs between any Mangrove Pty Ltd Entity in form of the supply of the Goods and or Services.

2. APPLICATION OF THE CONDITIONS:

Subject to clause 2 (d), or unless otherwise agreed in writing, these Conditions will apply exclusively to every contract for the sale of Goods and or the supply of Services by the Supplier to the Customer and cannot be varied or replaced by any other conditions without the prior written consent of the Supplier.

Any written quotation provided by the Supplier to the Customer concerning the supply of Goods and or Services is valid for 30 days, unless otherwise stated in the quotation, and is an invitation only to the Customer to place an order based upon that quotation.

The Supplier will not be deemed to have accepted an order or an offer by the Customer unless it has communicated acceptance to the Customer in writing or has delivered the Goods stated in the order.

The Supplier may vary these Conditions provided it first gives 30 days written notice to the Customer. Any order placed, or Goods or Services supplied at the request of the Customer, after such 30 day period, will be deemed to be the Customer’s acceptance of the varied Conditions.

The Supplier may terminate this agreement on 30 days written notice. Any termination is without prejudice to the rights of the Supplier accrued prior to such termination including the right to be paid or recover the Goods.

The Customer and Supplier agree to keep confidential the terms of these Conditions, including the price of the Goods, except as required by law.

3. PAYMENT:

Payment for Goods and or Services must be made in accordance with the Payment Terms agreed upon in writing either on the Supplier Invoice or Credit Terms and limit prior to the transaction taking place.

In the event that there are insufficient funds to meet any cheque drawn by the Customer in favour of the Supplier, an administration fee may be charged on each and every representation and or dishonour.

The Supplier may withdraw any credit terms or require the provision of security at any time in its absolute discretion and without notice to the Customer and may apply any payment by the Customer in any manner as the Supplier sees fit.

Trade Discounts and or agreed Project Discounts apply only if paid within terms stipulated on quote, invoice or as agreed in writing. The supplier reserves the right to revoke all discounts applicable to orders at their discretion.

4. PAYMENT DEFAULT:

4.1. If the Customer defaults in payment by the due date of any amount payable to the Supplier, then all money which would become payable by the Customer to the Supplier at a later date on any account, becomes immediately due and payable without the requirement of any notice to the Customer, and the Supplier may, without prejudice to any accrued rights or other remedy available to it:-

1. Charge the Customer interest on any sum due at the prevailing rate pursuant to the Penalty Interest Rates Act 1983 plus 2 per cent for the period from the due date until the date of payment in full;
2. charge the Customer for all expenses and costs (including legal costs on a solicitor/own client basis) incurred by it resulting from the default and in taking whatever action it deems appropriate to recover any sum due;
3. Cease or suspend for such period as the Supplier thinks fit, supply of any further Goods, Services or credit to the Customer; and
4. By notice in writing to the Customer, terminate any contract with the Customer so far as unperformed by the Supplier.

Clause 4.1 may also be relied upon, at the option of the Supplier:

1. where the Customer is an individual and becomes bankrupt or enters into any scheme of arrangement or any assignment or composition with or for the benefit of any creditors; or where the Customer is a corporation and, it enters into any scheme of arrangement or any assignment or composition with or for the benefit of any creditors or has a liquidator, provisional liquidator, administrator, receiver or receiver and manager appointed, or any action is taken for, or with the view to, the liquidation (including provisional liquidation), winding up or dissolution without winding up of the Customer.
2. In the event of a dispute, the Customer will not be entitled to withhold payment of any undisputed amount due to the Supplier

5. PASSING OF PROPERTY IN GOODS

5.1 The Customer agrees that:

1. These Conditions constitute a Security Agreement for the purposes of the PPSA;
2. These Conditions create a Security Interest in all Goods (and the proceeds of the Goods) in favour of the Supplier to secure the purchase price for the Goods;
3. It waives its right to receive notice of a verification statement in relation to registration of a Security Interest.

5.2 The Customer:

1. Further agrees that these Conditions also create a Security Interest in all of the Customer’s Other Property, although such Security Interest is not intended to prevent the Customer from transferring such Other Property in the ordinary course of the Customer’s business; and
2. Separately charges all land owned now and in the future by the Customer whether owned alone or jointly as a tenant in common or as a joint tenant, in favour of the Supplier to secure payment and performance of all the Customer’s obligations under these Conditions.

5.3 To assure performance of its obligations under these Conditions, the Customer hereby grants the Supplier an irrevocable power of attorney to do anything the Supplier considers should be done by the Customer pursuant to these Conditions. The Supplier may recover from the Customer the cost of doing anything under this clause 5, including PPSA registration fees.

1. If the order placed by a customer is cancelled by the customer, the customer is responsible for all costs incurred by the supplier related to the order at the time of cancellation.

5.4 The Customer acknowledges and agrees that:

1. Title and property in all Goods remain vested in the Supplier and do not pass to the Customer;
2. The Customer must hold the Goods as fiduciary bailee and agent for the Supplier;
3. The Customer must keep the Goods separate from its own goods and maintain the labelling and packaging of the Supplier;
4. The Customer is required to hold the proceeds of any sale of the Goods on trust for the Supplier in a separate account;
5. The Customer must deliver up all Goods to the Supplier immediately upon service of a written demand; and
6. The Supplier may without notice, enter any premises where it suspects the Goods may be and remove them, notwithstanding that they may have been attached to other Goods not the property of the Supplier, and for this purpose the Customer irrevocably licenses the Supplier to enter such premises and also indemnifies the Supplier from and against all costs, claims, demands or actions by any party arising from such action, until full payment in cleared funds is received by the Supplier for all Goods supplied by it to the Customer, as well as all other amounts owing to the Supplier by the Customer.
7. Goods remain property of the Supplier until paid for in full.

5.5 The Customer may resell the Goods in the ordinary course of its business (but may not otherwise sell or encumber the goods) and if it does so shall receive the proceeds of resale as trustee of the Supplier, to be held on trust for the Supplier. The Supplier shall be entitled to trace the proceeds of resale.

6. GST AND DUTIES

6.1 Prices for the supply of Goods and or Services exclude sales tax, consumption or goods and services tax, and any other taxes, duties or imposts imposed on or in relation to the Goods and or Services.

6.2 If prices for Goods and or Services provided by the Supplier do not expressly indicate that the prices include GST then the Customer will pay the Supplier the price for the Goods and or Services plus GST.

6.3 GST: GST is payable on all Goods & Services provided by with the exception of ‘Braille Only’: ATO ID2005/78, Braille Strips or Braille Overlays Ref: ATO ID 2005/80 and Tactile Ground Surface Indicators TGSI’s : ATO ID 2002/230 which are also GST Free. Quoted in $AUD ex GST unless otherwise specified.

7. DELIVERY OF THE GOODS

7.1 Any period or date for delivery of Goods and or Services stated by the Supplier is intended as an estimate only and is not a contractual commitment. The Supplier may deliver the Customer’s orders in part or in whole.

7.2 All costs of freight insurance and other charges associated with the delivery of the Goods to the agreed delivery address shall be borne by the Customer.

7.3 If the Customer is unable or fails to accept delivery of the Goods, the Customer will be liable for all costs incurred by the Supplier due to storage, detention, double cartage, travel expenses or similar causes.

7.4 It is the responsibility of our customer to provide accurate delivery details. Mangrove Pty Ltd and any of it’s entities including

BTS (Aust) cannot take any responsibility for deliveries to addresses, including site addresses and additional fees and charges may be applicable if re-delivery is required.

8. RISK AND INSURANCE

All risk in the Goods and all insurance responsibility for theft, damage or otherwise in respect of the Goods will pass to the Customer immediately upon delivery of the Goods to the Customer.

9. LIABILITY

9.1 Except as specifically set out herein, any term, condition or warranty in respect of the quality, fitness for purpose, condition, description or manufacture of the Goods, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.

9.2 The Supplier is not liable for any indirect or consequential losses or expenses suffered by the Customer or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill.

9.3 The Supplier will not be liable for any loss, damage or claim suffered by the Customer where the Supplier has failed to meet any delivery date or cancels or suspends the supply of Goods or for any Goods that display a “use-by” date that are sold or distributed by the Customer after that date.

9.4 Nothing in these Conditions is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Federal legislation applicable to the sale of Goods which cannot be excluded, restricted or modified. If any of these Conditions is inconsistent with State or Federal legislation, such Conditions must be read down only to the extent necessary to comply with such legislation and will otherwise apply to the fullest extent legally possible.

9.5 If the Customer is a “consumer” within the meaning of Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the Goods are not of a kind ordinarily acquired for personal, domestic or household use or consumption, the Supplier’s liability for a breach of a condition, warranty or guarantee (whether express or implied) is limited to the payment or replacement of the Goods or the supply of equivalent Goods (as determined by the Supplier) or in the case of Services, supply the Services again or pay the costs of having the Services supplied again.

10. CANCELLATION

No purported cancellation or suspension of an order or contract for Goods and or Services by the Customer will be binding on the Supplier after that order has been accepted by the Supplier.

11. GOODS RETURNED

11.1 All Goods are sold on a non-returnable, non-refundable basis and, subject to clause 11.3, may only be returned if the Goods are damaged by the Supplier upon delivery or are incorrectly supplied by the Supplier.

11.2 Any claim by the Customer that the Goods are damaged or incorrectly supplied must be made in writing to the Supplier within 5 business days of receipt of the Goods by the Customer and the Customer must provide a reasonable opportunity to the Supplier to inspect the Goods. The Customer then has 14 Business Days to return the damaged or incorrect item back to our store. 

The Supplier’s only liability (if any) is limited to the resupply of the Goods.

11.3 The Supplier may, in its sole and absolute discretion, agree to accept a return of some or all of the Goods but all such Goods returned may be subject to a minimum 25% restocking or handling fee. Passing of Property in Goods

12. WARRANTY: BTS (Aust) - BTS Products

12.1 The supplier, Braille Tactile Signs (Aust) warrants each new BTS purchased to be free from defects in all material and workmanship under normal use.
BTS (Aust) offer a period of one (3) year warranty on signage Continuous Surface Fully Encapsulated Products and (one) 12 month warranty term for all signs featuring ADA Embedded Tactile. Warranty terms unless otherwise specified are always from the invoice date.

12.2 The customer forfeits any warranty claims if:
signs are damaged as a result of accident, vandalism, act of god, improper handling and/or poor/inappropriate installation;

The supplier warranty does not cover installation, call out or any other labor charges;

The supplier reserves the right to revoke any customer product warranty privileges and claims at its sole discretion without notice.

13. PRODUCTION, ARTWORK, TOOLING & COMPLIANCE: BTS (Aust) - BTS Products

13.1 ARTWORK

1. For all custom signs, artwork is to be provided by the Client to BTS (Aust) in a vector format such as an EPS, AI or PDF format;
2. BTS (Aust) recommends allowing us to translate the English text in to Braille;
3. Artwork costs will apply if BTS (Aust) are required to create, or recreate, artwork (to be quoted);
4. Artwork is to be provided to BTS (Aust) to all required current standards and codes;
5. It is the responsibility of the customer to have all signs approved by a certified Access Consultant or Building Surveyor prior to order – as the details provided by your client may not be to Australian Standards. (BTS (Aust) is able to recommend an Access Consultant if required);
6. Digital Graphics are to be provided as a high-resolution image file – minimum 300 dpi.

ARTWORK COSTS: Will Apply if the supplier is Required to Adjust Artwork to Make Compliant – Price on Application

13.2 PRODUCTION

Once the customer has approved the artwork, the supplier commences production. If the order placed by a customer is modified in any way or cancelled by the customer, the customer is responsible for all costs incurred by the supplier related to the order at the time of modification or cancellation. Modification of order may also incur additional charges.

13.3 COMPLIANCE

Where it become apparent to BTS (Aust) that provided artwork and layouts do not comply with all current Standards & Codes, BTS (Aust) may offer suggestions and recommendations, however it is the full responsibility of the Client to ensure layouts comply.

CURRENT AUSTRALIAN STANDARDS 1428.1 / BCA 2011:
AS1428.1 – 8.2.1 ‘International Symbol of Access’
(c) The colour of the Figure shall be white on a blue background in accordance with Figure 11. The blue shall be B21, ultramarine, of AS 2700, or similar;

AS1428.1 – 8.2.2 ‘International Symbol for Deafness’
(c) The colour of the symbol shall be white on a blue background. The blue shall be B21, Ultramarine, of AS 2700, or similar;
To be to Australian Standards the Access symbol and Audio symbol is required to be white on Ultramarine blue.

AS1428.1 – 8.2.1 – ‘Arrow’
(d) For signs indicating the direction to a facility, an arrow shall be used in combination with the International Symbol of Access;
AS1428.1 Amendment No 1 – ‘LH or RH’

(D) (ii) - Signs for unisex accessible facilities shall be provided with the letters LH or RH to indicate a left-hand or right-hand side transfer onto the WC pan. The minimum font size shall be 20mm san serif; (Refers to which side the grab rail is on when seated on the toilet suite)

(D) (iii) - ‘Airlocks’

Entry doors to airlocks serving areas containing sanitary facilities shall be identified by the use of raised text and Braille, together with raised and visual symbols identifying each sanitary facility within. Note: Where the facilities for male and female are separate, a dividing line should be placed between each symbol;

BCA 2011 D3.6 4: - ‘Luminance Contrast’

1. The background, negative space, fill of a sign or border with minimum width of 5mm must have a luminance contrast with the surface on which it is mounted of not less than 30%;
2. Tactile characters, icons and symbols must have a minimum luminance contrast of 30% to the surface on which the characters are mounted;
3. Luminance contrasts must be met under the lighting conditions in which the sign is to be located.

13.4 QUOTES

All Quotes are Based on BTS (Aust)'s Interpretation of Details Provided. The Client is Responsible to Ensure that Sign Types, Quantities and Finish Quoted are Correct.

i) Unless specified otherwise, all BTS (Aust) quotes are provided in Australian Dollars ex GST and are exclusive of packaging and delivery charges;ii) Unless specified otherwise, all quotations are valid for a period of 60 days from the quotation date.

13.5 LEAD TIMES

i) Production lead times will commence from receipt of an official order for BTS (Aust) Standard Range stock or approval of Artwork for Customising Standard Range or Fully Custom Braille Tactile Signs. Production lead time vary depending on manufacturing capacity at time of order.

13.6 TOOLING

i) All tooling is produced at cost price and remains the property of BTS (Aust) and does not leave the premises of BTS (Aust).

Exclusivity rights to tooling will incur additional fees – POA