Terms & Conditions

HVG FABRICS PTY LTD
ABN 30 649 411 763 ACN 649 411 763 TERMS & CONDITIONS OF TRADE

Application of Terms & Conditions of Trade
1.1. These terms & conditions of trade replace in their entirety any previous terms & conditions
of trade published, issued or used by HVG FABRICS PTY LTD.
1.2. These terms & conditions of trade apply to, form a part of and govern all Agreements.
1.3. The Purchaser acknowledges that its acceptance of these terms & conditions of trade was a
condition of HVG FABRICS PTY LTD entering into each Agreement with the Purchaser and agreeing to
supply Goods to the Purchaser.
1.4. Any Agreement may be varied only with HVG FABRICS PTY LTD’s prior written consent and upon
the provision of written notice to the Purchaser.
1.5. If the Purchaser does not agree to the variations proposed by HVG FABRICS PTY LTD, they
must notify HVG FABRICS PTY LTD within fourteen (14) days from the date of the notice, that the
variations are not agreed to. HVG FABRICS PTY LTD and/or the Purchaser will then be at liberty to
suspend or withdraw credit facilities if no agreement can be reached between the parties regarding
the proposed variations. Absent notice from the Purchaser, the varied terms and conditions of trade
may be deemed accepted. Clerical errors (such as spelling mistakes or grammatical errors) may be
subject to correct without notification.
1.6. The Purchaser must check all invoices and advise HVG FABRICS PTY LTD of any errors or
omissions before the due date of the invoice. Failing advice from the Purchaser that the invoice
contains errors or omissions, the invoice shall be deemed accepted by the Purchaser.
1.7. Should the Purchaser not pay for the Goods supplied by HVG FABRICS PTY LTD in accordance
with the credit terms as provided herein, or as agreed in writing by HVG FABRICS PTY LTD and the
Purchaser from time to time, after issuing a written demand to the Purchaser demanding payment
within fourteen (14) days, HVG FABRICS PTY LTD will be entitled to charge an administration fee of
10 percent of the amount of the invoice payable.
1.8 Any order or offer made by any Purchaser:
1.8.1. Shall not be binding on HVG FABRICS PTY LTD until confirmed by HVG FABRICS PTY LTD in
writing or in such other manner as HVG FABRICS PTY LTD in its sole discretion determines; and
1.8.2. Is subject to the availability of the subject Goods.
1.9. A tender or quotation submitted by HVG FABRICS PTY LTD may at any time prior to acceptance
of an offer by HVG FABRICS PTY LTD in respect of the supply of Goods and/or services be varied or
withdrawn by HVG FABRICS PTY LTD. Clerical, typing or other errors made in, or in respect of, any
tender or quotation shall be subject to correction by HVG FABRICS PTY LTD and the corrected tender
or quotation shall apply.
1.10. Subject to clause 1.9 a quotation or tender submitted by HVG FABRICS PTY LTD shall remain
valid for 30 days from the date of such quotation or tender.
1.11. Terms and conditions submitted by a Purchaser with a purchase order or otherwise do not
form part of an Agreement unless expressly agreed in writing by HVG FABRICS PTY LTD. The Purchaser
acknowledges and agrees that as a result of the benefit of the credit being supplied by HVG FABRICS
PTY LTD these terms & conditions of trade will prevail over the Purchaser’s terms and conditions
(if any).
1.12. The acceptance by a Purchaser of the supply by HVG FABRICS PTY LTD of Goods and/or services
shall constitute acceptance by the Purchaser of the supply by HVG FABRICS PTY LTD of such Goods
and/or services solely on these terms & conditions of trade.
Price
2.1. The prices quoted by HVG FABRICS PTY LTD for the supply of Goods and/or services exclude
GST and any relevant duties unless expressly stated otherwise by HVG FABRICS PTY LTD. All GST,
other taxes and/or charges imposed and/or levied by or payable to any government or governmental
authority upon or with respect to any Agreement, the Goods or other material described in any
Agreement or the purchase price payable, shall be for the account of the Purchaser and shall be
payable at the same time as the invoice from HVG FABRICS PTY LTD to which they relate.
2.2. Any additions or increases in the cost of the supply of Goods and/or services as a result
of any additions or increases in charges, duties, taxes (including the rate of GST) or costs
associated with manufacture or supply of goods and/or services by HVG FABRICS PTY LTD, including
without limitation increases due to variations in exchange rates, the cost of transport or
shipping, the cost of materials or labour and/or the cost of conforming with any relevant
legislation, court orders, regulations or bylaws, between the date of HVG FABRICS PTY LTD’s
acceptance of the Purchaser’s order and the date of supply of the relevant Goods and/or services
shall be borne by the Purchaser, even if the Goods are sold on terms such as delivered or duty paid
terms.
2.3. Unless otherwise stipulated, all references to dollars are references to the lawful currency
of Australia (Australian dollars)
2.4. If any amount payable to HVG FABRICS PTY LTD by the Purchaser is stated in a currency other
than Australian dollars and due to direction or action of any government or governmental agency the
rate(s) of exchange changes such that there is a reduction in the Australian dollar equivalent to
be received by HVG FABRICS PTY LTD in the currency other than Australian dollars, then HVG FABRICS
PTY LTD may by notice in writing cancel the relevant Agreement or require the Purchaser to wholly
compensate and indemnify HVG FABRICS PTY LTD in respect of such reduction.
2.5. It is acknowledged by the Purchaser that all communications and correspondence by whatever
means, whether orally or in writing, by HVG FABRICS PTY LTD quoting prices of Goods are indicative
only unless such communication or correspondence expressly states:
2.5.1. that it is a firm offer; and
2.5.2. the expiry date of the offer.
Trade Credit Insurance
3.1. All Agreements or other transactions conducted where physical delivery of Goods subject
thereof is made or proposed to be made prior to HVG FABRICS PTY LTD being paid in full and in
cleared funds in respect of such Goods shall be subject to this clause 3.
3.2. HVG FABRICS PTY LTD may require the existence of a current and subsisting policy of trade
credit insurance issued by QBE Insurance (Australia) Ltd in favour of HVG FABRICS PTY LTD covering
the full amount and subject matter of any Agreement(s) or transaction(s) between HVG FABRICS PTY
LTD and the Purchaser.
3.3. HVG FABRICS PTY LTD may suspend from time to time some or all its obligations under these
terms & conditions of trade or any Agreement with the Purchaser, including delivery of ordered
Goods or offering further credit, in circumstances where no policy of trade credit insurance as
described in clause
3.2 subsists. The non-performance of obligations suspended by HVG FABRICS PTY LTD is not a breach
of these terms & conditions of trade or any Agreement and the Purchaser remains bound by its
obligations to HVG FABRICS PTY LTD.
3.4. In order to accommodate increases in the value of trade between HVG FABRICS PTY LTD and the
Purchaser, the parties will use their best endeavours to obtain an increase in the maximum sum
insured under any policy of trade credit insurance referred to in clause 3.2 (the credit limit) as
may be required from time to time.
3.5. In the event that any Agreement or transaction is entered into (subsequent order(s)) which
would cause the total amount owing by the Purchaser to HVG FABRICS PTY LTD to be in excess of the
credit limit and an increase of the credit limit cannot be obtained prior to the credit limit being
exceeded, the Purchaser must make payment to HVG FABRICS PTY LTD of such earlier invoiced amounts
as to ensure that any and all subsequent orders would not cause the total amount owing by the
Purchaser to HVG FABRICS PTY LTD to be in excess of the credit limit.
Orders and Payment.
4.1. Unless otherwise agreed between the parties once an order made by the Purchaser has been
confirmed by HVG FABRICS PTY LTD, it cannot be cancelled or modified without HVG FABRICS PTY LTD’s
prior written consent.
4.2. In the event of a cancellation in accordance with clause 4.1, the Purchaser shall reimburse
HVG FABRICS PTY LTD for all costs, loss of profits and expenses incurred by HVG FABRICS PTY LTD as
a result of the cancellation whether such expenses were incurred before or after the date of
cancellation.
4.3. The Purchaser shall be invoiced when the Purchaser is notified that the Goods are available
for despatch or as HVG FABRICS PTY LTD in its discretion otherwise considers acceptable or as
agreed between the parties.
4.4. All invoices shall be due and payable within 30 days from the end of the month of invoice,
or as agreed between the parties at time in which the invoice was issued.

4.5. The Purchaser shall not (nor shall it be entitled to) set off or deduct from any amount
payable to HVG FABRICS PTY LTD under any Agreement any amount(s) disputed by the Purchaser or any
amount(s) owing or alleged to be owing by HVG FABRICS PTY LTD to the Purchaser on any account
whatsoever. Any reasonable requests to set off, deduct or withhold from accounts outstanding will
be considered by HVG FABRICS PTY LTD, provided that reasonable evidence is provided to HVG FABRICS
PTY LTD as to why the Purchaser is entitled to the set off, deduction or to without from amounts
outstanding.
4.6. Interest is payable to HVG FABRICS PTY LTD by the Purchaser on any amount outstanding from
time to time after the due date for payment at the rate of 2 percent per month.
4.7 Until all monies due to HVG FABRICS PTY LTD by the Purchaser on any account whatsoever are
paid in full and title to the Goods passes to the Purchaser in accordance with these terms &
conditions of trade, the Purchaser agrees that:
4.7.1. the Goods shall be held by the Purchaser in a fiduciary capacity as bailee for and on
behalf of HVG FABRICS PTY LTD;
4.7.2. the Purchaser irrevocably gives HVG FABRICS PTY LTD and its agent(s) the right, without
notice, to enter the premises of the Purchaser at any time for the purpose of inspecting, removing
or taking possession of the Goods or any part of the Goods;
4.7.3. if HVG FABRICS PTY LTD enters the Purchaser’s premises pursuant to clause 4.7.2 HVG
FABRICS PTY LTD and its agent(s) shall be entitled to use all reasonable force to gain access to
the premises and shall not be liable for any damage or loss occasioned to the Purchaser or its
premises and the Purchaser shall indemnify HVG FABRICS PTY LTD and its agent(s) against any loss or
damage suffered by any person, HVG FABRICS PTY LTD or its agent(s) arising from such repossession;
4.7.4. the Purchaser shall store the Goods separately from goods owned by the Purchaser and
shall identify them as Goods of HVG FABRICS PTY LTD;
4.7.5. if the Goods or any part of them have been on-sold by the Purchaser prior to all monies
due to HVG FABRICS PTY LTD having been paid then the proceeds or debtors of the Purchaser arising
from such on-sales shall be the property of HVG FABRICS PTY LTD and shall be held on a fiduciary
basis and retained in a separate account payable to HVG FABRICS PTY LTD on demand.
4.8. Where any payment is to be made by letter of credit, the Purchaser shall establish an
irrevocable authority and confirmed letter of credit with a bank satisfactory to HVG FABRICS PTY
LTD. The letter of credit shall be in a form and upon terms satisfactory to HVG FABRICS PTY LTD,
shall be in favour of HVG FABRICS PTY LTD, and shall provide that all payments be made only to the
order of the negotiating bank.
4.9. Any letter of credit shall refer to the relevant Agreement or HVG FABRICS PTY LTD’s invoice
by number and authorise reimbursement to HVG FABRICS PTY LTD for the amount thereof together with
any amounts (if any) as may be advanced by HVG FABRICS PTY LTD in respect of consular invoices,
inspection fees and other expenditures. A letter of credit shall also provide for partial
availments against partial deliveries and shall be maintained for a period of not less than thirty
days after the latest delivery under the relevant Agreement.
4.10. If any part of an amount owing to HVG FABRICS PTY LTD is at any one time overdue, then the
whole amount owing to HVG FABRICS PTY LTD at that time is deemed immediately due and payable.

Default and Termination
5.1. An event of default will have occurred under these terms & conditions of trade and under any
Agreement if:
5.1.1. Any amount is outstanding and due and payable by the Purchaser to HVG FABRICS PTY LTD but
is unpaid;
5.1.2. The Purchaser fails to take delivery of any Goods in accordance with an Agreement;
5.1.3. The Purchaser fails to provide any letter of credit, Bill of Exchange or any other
security required by HVG FABRICS PTY LTD from time to time;
5.1.4. HVG FABRICS PTY LTD obtains unfavourable reports on the financial standing of the
Purchaser;
5.1.5. The Purchaser dies or becomes incapacitated, or ceases, or indicates that it is about to
cease, to carry on business;
5.1.6. The Purchaser fails to perform any of its obligations under these terms & conditions of
trade or any Agreement including failure to pay any amount by its due date;
5.1.7. An application is made, or proceedings are initiated or a meeting (whether of
shareholders, creditors or directors) is called with a view to winding the Purchaser up or placing
the Purchaser in any kind of insolvency or other external administration;
5.1.8. The Purchaser becomes bankrupt or insolvent, goes into voluntary or compulsory
liquidation or a step is taken to have a receiver, receiver and manager, provisional liquidator,
liquidator or administrator appointed to the Purchaser or any of its assets; or
5.1.9. Anything happens that reasonably indicates that there is a significant risk that the
Purchaser is or will become unable to pay debts as they fall due. This includes execution or
distress being levied against any income or assets of the Purchaser; a meeting of the Purchaser’s
creditors being called or held; a step being taken to make the Purchaser bankrupt; and the
Purchaser entering into any type of arrangement with, or assignment for the benefit of, all or any
class of its creditors, or being subject to a deed of company arrangement.
5.2. Upon the happening of an event of default, and without notice to the Purchaser:
5.2.1. HVG FABRICS PTY LTD may terminate any Agreement with the Purchaser.
5.2.2. HVG FABRICS PTY LTD may take steps to recover all outstanding monies, including engaging
a mercantile agency or instituting legal proceedings.
The Purchaser is liable for any costs of taking steps to recover the amount the costs of a
mercantile agency, court costs and legal costs on a full indemnity basis.
5.2.3. Interest will apply to recovery costs owing by the Purchaser to HVG FABRICS PTY LTD at
the rate of 2 percent per annum above the National Australia Bank Limited, Business Lending Base
Rate, as current from time to time, from the date the costs are incurred.
5.2.4. HVG FABRICS PTY LTD may elect to suspend from time to time some or all its obligations
under these terms & conditions of trade or any Agreement with the Purchaser, including offering
further credit, until full payment is received by HVG FABRICS PTY LTD. The non-performance of
obligations suspended by HVG FABRICS PTY LTD is not a breach of these terms & conditions of trade
or any Agreement and the Purchaser remains bound by its obligations to HVG FABRICS PTY LTD.
5.2.5. HVG FABRICS PTY LTD shall be entitled as a condition of resuming delivery under any
Agreement suspended in accordance with clause
5.2.4 to require prepayment of such security as it may in its sole discretion require for any
further Agreements or outstanding Agreements, orders or deliveries.
5.2.6. HVG FABRICS PTY LTD shall be entitled, without prejudice to any of its rights and
remedies, to terminate in whole or in part any Agreement to which the Purchaser is a party.
5.2.7. HVG FABRICS PTY LTD may exercise all rights resulting from the failure to pay money at
any later time despite the supply of Goods by HVG FABRICS PTY LTD after it becomes aware of a
failure by the Purchaser to pay money.
5.2.8. The right to terminate an Agreement may be exercised concurrently with the suspension of
obligations by HVG FABRICS PTY LTD.
5.3. If an Agreement is ended because of the Purchaser’s default and the Purchaser owes HVG
FABRICS PTY LTD money, the money becomes immediately payable to HVG FABRICS PTY LTD.
5.4. The acceptance by HVG FABRICS PTY LTD of any payment from or on behalf of the Purchaser
after the specified due date thereof shall not constitute a waiver of the Purchaser’s obligations
to make further payments.
5.5. In the event of termination of any Agreement by HVG FABRICS PTY LTD pursuant to clause
5.2.1, HVG FABRICS PTY LTD shall, after taking into account payments made by the Purchaser, be
entitled to be paid by the Purchaser for work done and expenditure made under the Agreement up to
and including the date of termination and any direct and indirect loss suffered by HVG FABRICS PTY
LTD including without limitation HVG FABRICS PTY LTD’s loss of profit on the Agreement and the
reasonable legal costs of HVG FABRICS PTY LTD (on a full indemnity basis) incurred in relation to
the termination and any prior breach and in exercising any rights and remedies as a consequence of
the termination and any prior breach.
5.6. Termination of the Agreement pursuant to this clause 5 shall be without prejudice to the
rights of HVG FABRICS PTY LTD accruing up to the date of termination.

Delivery
6.1. Unless otherwise agreed, where the Purchaser has nominated an address for delivery, HVG
FABRICS PTY LTD shall deliver the Goods to that nominated address.
6.2. HVG FABRICS PTY LTD shall not be responsible for unloading Goods at the point of delivery.
6.3. Where the Goods are to be delivered to a nominated address HVG FABRICS PTY LTD shall be
deemed to have delivered the goods in accordance with the Agreement if it obtains a receipt or
signed delivery docket for the Goods from any person at that address.
6.4. If a nominated address is unattended or if delivery cannot otherwise be effected or the
Goods cannot be despatched due to any act, matter or thing beyond the control of HVG FABRICS PTY
LTD, HVG FABRICS PTY LTD in its discretion may store the goods at the Purchaser’s risk and expense
or take such other steps as it considers appropriate.
6.5. HVG FABRICS PTY LTD reserves the right to refuse to supply Goods and/or services under an
Agreement if a Purchaser is in default of any of its payment obligations under any one or more
Agreements.
6.6. HVG FABRICS PTY LTD reserves the right to choose or vary the means, route and procedure of
delivery, transport and handling of Goods. If the Purchaser requires a different means, route or
procedure, the cost of delivery shall be borne by the Purchaser notwithstanding any other provision
of these terms & conditions of trade or an Agreement.
6.7. HVG FABRICS PTY LTD may supply Goods and/or services in instalments and these terms &
conditions of trade shall apply to each and every supply of Goods and/or services. Each instalment
shall be deemed to be sold under a separate Agreement and shall be paid for separately by the
Purchaser. Any default by HVG FABRICS PTY LTD in respect of any part delivery or instalment shall
not entitle the Purchaser to treat the Agreement as repudiated in regard to the balance of the
Goods delivered under the Agreement or instalments remaining to be delivered.
6.8. Any delivery or completion dates stated are estimates only and are not essential terms of
any Agreement. HVG FABRICS PTY LTD shall make all reasonable efforts to meet any date for supply of
Goods and/or services agreed between HVG FABRICS PTY LTD and the Purchaser. Where a delay to supply
Goods and/or services occurs, in no event shall HVG FABRICS PTY LTD incur any liability or penalty
for failure to supply Goods and/or services by an agreed time.
6.9. If the Purchaser fails to take delivery of the Goods and this continues for 60 days or more,
HVG FABRICS PTY LTD may resell those Goods. The Purchaser must pay to HVG FABRICS PTY LTD any
difference between the original sale price of the Goods and the resale price of the Goods and must
also pay a restocking fee of 15 percent of the original sale price of the Goods.
6.10. The prices include the cost of packing the Goods in accordance with HVG FABRICS PTY LTD’s
standard practice. If the Purchaser requires the Goods to be provided in any other manner the cost
of the packing shall be the responsibility of the Purchaser. HVG FABRICS PTY LTD shall not be
liable for any damage or loss occurring as a result of goods being packed in accordance with the
Purchaser’s instructions.
Title and Risk
7.1. Unless agreed otherwise in writing by the parties, the risk of loss or damage to Goods
shall pass to the Purchaser at the time of dispatch or when the Purchaser is notified that the
Goods are available for dispatch, as the case may be.
7.2. Notwithstanding that the Purchaser has possession of the Goods, title to the Goods remains
with HVG FABRICS PTY LTD, and no legal or equitable interest or property in the Goods whatsoever
will pass to the Purchaser, until the full amount for the Goods has been paid in cleared funds.
7.3. Where the title and property in any particular Goods has not passed, the Purchaser may
nevertheless dispose of these Goods to a bona fide sub-purchaser provided that such disposals are
in the ordinary course of the Purchaser’s business.
7.4. It is agreed that by the disposal of such Goods, the Purchaser assigns to HVG FABRICS PTY
LTD (the assignment being absolute and not by way of security) all monetary proceeds received by or
on behalf of the Purchaser in respect to the Goods and holds such proceeds on trust for the
absolute benefit of HVG FABRICS PTY LTD.
7.5. The Purchaser must observe the following fiduciary obligations with respect to any disposal
of Goods to a sub-purchaser authorised by this clause 7:
7.5.1. the Purchaser must maintain records of all disposals of the Goods and must permit
inspection of these records by HVG FABRICS PTY LTD promptly upon request; and
7.5.2. the Purchaser must hold the assigned proceeds on trust for HVG FABRICS PTY LTD. The total
debts owing by the Purchaser to HVG FABRICS PTY LTD will be reduced by the proceeds once such
monies are received by HVG FABRICS PTY LTD in cleared funds.
7.6. Subject to clause 7.3, the Purchaser must comply with all of the following conditions:
7.6.1. keep the Goods in its possession and control;
7.6.2. keep the Goods in good repair and condition, excluding fair wear and tear;
7.6.3. keep the Goods stored separately and marked so that the Goods are clearly and easily
identifiable as HVG FABRICS PTY LTD’s property and inform HVG FABRICS PTY LTD of the location of
the Goods, if requested;
7.6.4. not sell (except in accordance with clauses 7.3, 7.4 and 7.5), assign or let the Goods or
any interest in them, or permit any charge, pledge, lien or other encumbrance to be created in
relation to them;
7.6.5. maintain and allow HVG FABRICS PTY LTD to inspect records which do any of the following:
(a) Identify any unpaid Goods owned by HVG FABRICS PTY LTD.
(b) Detail third parties to whom the Customer sells or otherwise disposes of the unpaid Goods.
(c) Detail payments made by such parties for the unpaid Goods.
7.7. The Purchaser indemnifies HVG FABRICS PTY LTD against any claim, action, damage, loss,
liability, cost or expense that HVG FABRICS PTY LTD suffers, incurs or is liable for in respect of
HVG FABRICS PTY LTD’s exercise of its rights under this clause 7.
Insurance
8.1. The Purchaser must keep the Goods insured for their full insurable value with a reputable
insurer against loss and damage and all other risks for Goods of that kind from time the risk in
the Goods passes to the Purchaser until the time title in the Goods passes to the Purchaser. The
insurance is to be in the name of the Purchaser with the interest of HVG FABRICS PTY LTD noted
thereon.
8.2. The Purchaser holds the proceeds of that insurance on trust for HVG FABRICS PTY LTD up to
the amount it owes HVG FABRICS PTY LTD in respect of those Goods, and must keep such proceeds in a
separate account until the liability to HVG FABRICS PTY LTD is discharged and must immediately pay
that amount to HVG FABRICS PTY LTD.
8.3. The Purchaser shall if requested provide proof of such insurance to HVG FABRICS PTY LTD upon
request.
PPSA
9.1. The Purchaser acknowledges that any Agreement and these terms & conditions of trade
constitute a security agreement in favour of HVG FABRICS PTY LTD for the purposes of section 20 of
the PPSA and that a security interest exists in:
9.1.1. Goods (and their proceeds) previously supplied by HVG FABRICS PTY LTD to the Purchaser
(if any)
9.1.2. All Goods (and their proceeds) to be supplied by HVG FABRICS PTY LTD to the Purchaser in
the future
9.1.3. All of the Purchaser’s present and after-acquired property in which Goods or materials
supplied or financed by HVG FABRICS PTY LTD have been attached or incorporated.
9.2. The Purchaser acknowledges that the security interest granted by the Purchaser to HVG
FABRICS PTY LTD pursuant to clauses 4.7 and 7.2 of these terms & conditions of trade shall
constitute a purchase money security interest as defined in section 14 of the PPSA.
9.3. Until ownership of the Goods passes to the Purchaser in accordance with these terms &
conditions of trade, the Purchaser waives its rights under Chapter 3 of the PPSA to receive a
notice of intention of removal of an accession (section 95).
9.4. Until ownership of the Goods passes to the Purchaser in accordance with these terms &
conditions of trade, the Purchaser waives its rights under the following provisions of Chapter 4 of
the PPSA:
9.4.1. to receive a notice that HVG FABRICS PTY LTD decides to enforce its security interest in
accordance with land law (section 118);
9.4.2. to receive a notice on enforcement action against liquid assets (section 121(4));
9.4.3. to receive a notice of disposal of Goods by HVG FABRICS PTY LTD purchasing the Goods
(section 129);
9.4.4. to receive a notice of a proposal to dispose of Goods (section 130);

9.4.5. to receive a statement of account following disposal of Goods including details of
payment to other secured parties (section 132(3)(d));
9.4.6. to receive a statement of account if no disposal of Goods for each 6-month period
(section 132(4));
9.4.7. to receive notice of any proposal of HVG FABRICS PTY LTD to retain Goods (section 135);
9.4.8. to object to any proposal of HVG FABRICS PTY LTD to either retain or dispose of Goods
(section 137(2));
9.4.9. to redeem Goods (section 142);
9.4.10. to reinstate the security agreement (section 143).
9.5. The Purchaser further agrees that where HVG FABRICS PTY LTD has rights in addition to those
under Part 4 of the PPSA, those rights will continue to apply.
9.6. Until ownership and title of the Goods passes to the Purchaser in accordance with these
terms & conditions of trade, the Purchaser must not give to HVG FABRICS PTY LTD a written demand or
allow any other person to give HVG FABRICS PTY LTD a written demand requiring HVG FABRICS PTY LTD
to register a financing change statement under the PPSA or enter into or allow any other person to
enter into the register of personal property securities a financing change statement under the
PPSA.
9.7. The Purchaser acknowledges that it has received value as at the date of first delivery of
the Goods and has not agreed to postpone the time for attachment of the security interest (as
defined in the PPSA) granted to HVG FABRICS PTY LTD under these terms & conditions of trade.
9.8. In addition to any other rights under these terms & conditions of trade or otherwise
arising, the Purchaser irrevocably grants to HVG FABRICS PTY LTD the right, without notice to the
Purchaser, to exercise any and all remedies afforded to it as a Secured Party under Chapter 4 of
the PPSA including, without limitation, entry into any building or premises owned, occupied or used
by the Purchaser, to search for and seize, dispose of or retain those goods in respect to which the
Purchaser has granted a Security Interest to HVG FABRICS PTY LTD. The Purchaser shall indemnify HVG
FABRICS PTY LTD from any Claims made by any third party as a result of such exercise.
9.9. The Purchaser agrees and undertakes to:
9.9.1. sign any further documents, provide any further information (which information the
Purchaser warrants to be complete, accurate and up-to- date in all respects) and do such further
acts which HVG FABRICS PTY LTD may reasonably require to enable registration of the security
interest granted to HVG FABRICS PTY LTD under these terms & conditions of trade and/or any
Agreement on the Personal Property Securities Register (“PPSR”);
9.9.2. give HVG FABRICS PTY LTD not less than 14 days written notice of any proposed change in
the Purchaser’s name and/or any other changes in the Purchaser’s details (including but not limited
to changes in the Purchaser’s address, facsimile number, email address, trading name or business
practice);
9.9.3. pay all costs incurred by HVG FABRICS PTY LTD in registering and maintaining a financing
statement (including registering a financing change statement) on the PPSR and/or enforcing or
attempting to enforce the security interest created by these terms & conditions of trade including
executing subordination agreements.
9.9.4. be responsible for the full costs incurred by HVG FABRICS PTY LTD (including actual legal
fees and disbursements on a solicitor and client basis) in obtaining an order pursuant to section
182 of the PPSA; and
9.10. The Purchaser waives any rights it may have under any section of the PPSA listed in section
115(1) of the PPSA upon enforcement of any security interest by HVG FABRICS PTY LTD.
9.11. Pursuant to section 157 of the PPSA, unless otherwise agreed to in writing by HVG FABRICS
PTY LTD, the Purchaser waives the right to receive a verification statement.
9.12. The Purchaser agrees that immediately on request by HVG FABRICS PTY LTD the Purchaser will
procure from any persons considered by HVG FABRICS PTY LTD to be relevant to its security position
such agreement and waivers as HVG FABRICS PTY LTD may at any time require.
9.13. Pursuant to section 275(6) of the PPSA, the Purchaser agrees it will not disclose to an
interested person information pertaining to HVG FABRICS PTY LTD’s security interest without prior
approval of HVG FABRICS PTY LTD.
9.14. This clause 9 will survive the termination of any Agreement to the extent permitted by law.

Intellectual Property
10.1. The supply of Goods or services to the Purchaser does not constitute a transfer of any
intellectual property rights (including but not limited to any patent, utility model, trade mark,
design or copyright) in the Goods or services or any part thereof and all such rights are to be
expressly reserved to the true and lawful owners. The Purchaser shall not do anything inconsistent
with or in infringement of such intellectual property rights including but not limited to the
decompilation, disassembly and/or re-engineering thereof.
10.2. HVG FABRICS PTY LTD does not warrant that the supply by it and the use by the Purchaser of
the goods and services does not and will not infringe the intellectual property rights of any third
party whether such rights take the form of letters patent, registered designs, copyright, trade
mark, or any other similar right.
10.3. Where HVG FABRICS PTY LTD provides the goods or services to the Purchaser’s design and/or
specifications the Purchaser agrees to indemnify and keep indemnified HVG FABRICS PTY LTD and its
related corporations against all Claims that HVG FABRICS PTY LTD and/or its related corporations
may incur or suffer as a result of any allegation by a third party that the manufacture and sale by
HVG FABRICS PTY LTD of the goods or any part thereof or the provision of the services infringes any
intellectual property right of such third party.
10.4. The Purchaser shall indemnify HVG FABRICS PTY LTD in respect of any such infringement or
alleged infringement of any intellectual property rights and shall be responsible for all losses,
damages and expenses suffered or incurred by HVG FABRICS PTY LTD as a result of any such
infringement relating to the subject of any Agreement between the Purchaser and HVG FABRICS PTY
LTD. In case of any dispute and/or claim arising in connection with any such infringement, HVG
FABRICS PTY LTD reserves the right at its discretion to terminate, and make null and void any
Agreement and the Purchaser shall be responsible for any loss or expense caused to HVG FABRICS PTY
LTD thereby.
HVG FABRICS PTY LTD’s Obligations
11.1. Notwithstanding any other provision of these terms & conditions of trade if the Purchaser
breaches a term of any Agreement HVG FABRICS PTY LTD shall not be bound to perform its obligations
under that Agreement until the breach is remedied by the Purchaser.
Force Majeure
12.1. Should HVG FABRICS PTY LTD be delayed, hindered, or otherwise prevented from complying with
the terms of these terms & conditions of trade or any Agreement by reason of events or
circumstances beyond the reasonable control of HVG FABRICS PTY LTD including but not limited to
Acts of God, wars, riots, strikes, lockouts, trade disputes or labour disturbances, breakdown of
plant or machinery, accident, storm, fire, flood, difficulties or shortages in obtaining material,
fuel, transport or labour, the late receipt of the Purchaser’s specifications, requirements or
other necessary information or any other circumstances affecting the supply of goods or services,
then HVG FABRICS PTY LTD shall not be liable to the Purchaser for any loss or damage which may be
suffered by the Purchaser whether as a direct or indirect result of any such occurrences.
12.2. In the event of any delay resulting from the happening of any event, occurrence or
circumstance referred to in clause 12.1 hereof, the Purchaser shall accept a delayed delivery of
the Goods and shall not be entitled to cancel or modify the Agreement.
Delay
13.1. Notwithstanding clause 12 hereof, should any delay exceed 3 months from the proposed
original, or any subsequently agreed, delivery date, either party shall have the right to cancel
the subject Agreement by written notice to the other party unless the parties have otherwise agreed
in writing to acknowledge and agree to the delay.
Limitation of Liability
14.1. Except as otherwise expressly provided in these terms and conditions of trade and to the
extent permitted by law, any Purchaser of Goods or services from HVG FABRICS PTY LTD agrees to
assume all risks and release, hold harmless and indemnify HVG FABRICS PTY LTD from and against all
liabilities, claims, damages, losses, costs and expenses of whatsoever nature and howsoever
occurring (including indirect or consequential loss or damage) which may be suffered by the
Purchaser or by any third party arising out of or in any way connected with:
14.1.1. the supply of the Goods or the performance of the services by HVG FABRICS PTY LTD;
14.1.2. the sale, installation, possession, maintenance, storage or use of Goods, whether singly
or in combination with any other thing or process;
14.1.3. any breach of any warranty or condition of an Agreement be it express, implied or
otherwise;

14.1.4. by reason of breach of these terms & conditions of trade or of statutory duty or by
reason of tort (including but not limited to negligence).
14.2. Except as otherwise expressly provided in these terms & conditions of trade and to the
extent permitted by law, all statements, warranties, representations, conditions, promises,
undertakings, covenants and provisions, express or implied (and whether implied by law or
otherwise) relating to Goods (whether as to their quality or merchantability, fitness for any
purpose, correspondence with any description or sample or otherwise) and/or services or their
supply, being provisions which might otherwise form part of these terms & conditions of trade or
any Agreement are hereby excluded in their entirety and are of no effect whatsoever.
14.3. The Purchaser warrants to HVG FABRICS PTY LTD that –
14.3.1 it has not relied on any representation or statement made by or on behalf of HVG FABRICS
PTY LTD other than as expressly set out in an Agreement;
14.3.2. the Purchaser acknowledges that it relies on its own skill and judgement, and where
appropriate on the skill and judgement of qualified and experienced advisors, in relation to Goods
and/or services supplied to it by HVG FABRICS PTY LTD; and the proposed use/s for which the Goods
and or services supplied, or to be supplied, to it by HVG FABRICS PTY LTD and their installation;
and
14.3.3. The Purchaser is responsible for testing and determining the suitability of the Goods for
the purpose for which they are intended to be used and the method of their installation.
14.4. Subject to clause 15.3 but otherwise notwithstanding any other provision of these terms &
conditions of trade or any Agreement, if any liability on the part of HVG FABRICS PTY LTD arises to
or in favour of the Purchaser (whether in contract, tort or otherwise) for any loss, damage, harm
or injury arising out of or in any way connected with the supply of or failure in the provision of
or the purported supply of Goods and/or services by HVG FABRICS PTY LTD, HVG FABRICS PTY LTD’s
liability for all such loss, damage, harm and injury in all and any circumstances shall be limited
in aggregate to the payment by HVG FABRICS PTY LTD of the sum not exceeding 5 percent of the monies
payable to HVG FABRICS PTY LTD pursuant to the relevant Agreement.

Test & Performance
15.1. HVG FABRICS PTY LTD does not guarantee the performance limits stated in any quotation,
tender or Agreement unless such limits are expressly guaranteed by HVG FABRICS PTY LTD in writing.
15.2. HVG FABRICS PTY LTD will use all reasonable efforts to supply Goods having a material grade
consistent with any material grade specified in any relevant quotation, tender or Agreement.
15.3. Where HVG FABRICS PTY LTD supplies Goods not manufactured by it, the Goods are subject to
the chemical, mechanical and physical properties of the Goods as supplied by the original
manufacturer. To the extent permitted by law HVG FABRICS PTY LTD does not offer any warranty over
such Goods, except that, where the Goods are subject to the warranty of the original manufacturer,
HVG FABRICS PTY LTD will endeavour to pass on the benefit of such warranty to the Purchaser.
Measures, Drawings, Documentation and Information
16.1. The parties agree that any descriptive and/or shipping specifications, statements,
illustrations, drawings, data, dimensions or measurement in relation to the weight, dimensions,
size, strength, density, quality, quantity or other characteristic in relation to any Goods or
other subject matter of any quotation, tender or Agreement either submitted by HVG FABRICS PTY LTD
or otherwise provided by HVG FABRICS PTY LTD to the Purchaser:
16.1.1. Do not form part of any Agreement entered into between HVG FABRICS PTY LTD and the
Purchaser unless expressly agreed in writing by both parties; and
16.1.2. Are illustrative and approximate only and are subject to a tolerance of plus or minus 10
percent in respect of the measurement or other quantification of all characteristics of all Goods
unless expressly agreed in writing by HVG FABRICS PTY LTD.
16.2. If the Purchaser disputes HVG FABRICS PTY LTD’s assessment of the measurement or other
quantification of any characteristic of the Goods or a part thereof, HVG FABRICS PTY LTD is will
not be liable in respect of such a discrepancy unless the Purchaser complies with clause 17 hereof.
16.3. Any drawings or other documents submitted and any information supplied by HVG FABRICS PTY
LTD to the Purchaser remains the property of HVG FABRICS PTY LTD and constitutes confidential
information of HVG FABRICS PTY LTD (to the extent that it is not in the public domain) and the
Purchaser shall keep all such confidential information confidential and shall not use such
drawings, documents and information for any purpose other than that stipulated by HVG FABRICS PTY
LTD nor provide the same to third parties.
16.4. Where any drawings or other documents submitted by HVG FABRICS PTY LTD with or as a part of
a quotation or tender are not incorporated into an Agreement between HVG FABRICS PTY LTD and the
party to which such quotation or tender was submitted they shall be returned to HVG FABRICS PTY LTD
within 7 days of expiry of the quotation or tender or otherwise as reasonably required by HVG
FABRICS PTY LTD.
Claims and Returns
17.1. No claim in relation to damaged Goods, discrepancy in relation to any measurement or other
quantification of any characteristic of the Goods or a part thereof or shortage or non-delivery
whatsoever may be made unless such claim is made by the Purchaser in writing to HVG FABRICS PTY LTD
within 7 days of delivery, or advised delivery, of the Goods to the Purchaser.
17.2. Subject to clause 17.1, HVG FABRICS PTY LTD may , in its discretion, replace or repair such
Goods or pay for such Goods to be replaced or repaired.
17.3. HVG FABRICS PTY LTD is not obliged to accept the return by the Purchaser of any Goods for
credit and any acceptance of such a return shall only be by written agreement of HVG FABRICS PTY
LTD and always at the sole discretion of HVG FABRICS PTY LTD. In all cases of return the original
invoice must be quoted and return freight must be prepaid by the Purchaser.
17.4. HVG FABRICS PTY LTD reserves the right to charge a 15 percent restocking fee on Goods
accepted for credit.
17.5. The Purchaser must obtain HVG FABRICS PTY LTD’s prior consent before returning Goods for
credit or otherwise.
17.6. Delivery for return of saleable Goods to HVG FABRICS PTY LTD for credit shall be at the
cost of the Purchaser.
17.7. All Goods returned for credit must be in their original condition and packaging and in
re-saleable condition.
17.8. Goods specifically manufactured, cut to size, produced, ordered or modified for the
Purchaser and not defective will not be accepted for credit.
17.9. HVG FABRICS PTY LTD reserves the right to impose special conditions on any return of Goods
for credit provided the Purchaser has been given seven
(7) days’ notice of these special conditions.
17.10. Where the Agreement is for the supply of goods HVG FABRICS PTY LTD may at its option
repair or replace defective goods at its own expense but HVG FABRICS PTY LTD shall have no
liability for the cost of delivery to HVG FABRICS PTY LTD and/or removal of the defective Goods nor
for the cost of reinstallation of the goods.
Waiver
18.1. The fact that HVG FABRICS PTY LTD fails to do, or delays in doing, something that it is
entitled to do under these terms & conditions of trade or any Agreement, does not amount to a
waiver of its right to do it. Any waiver must be agreed or communicated in writing by HVG FABRICS
PTY LTD.
18.2. Any waiver of these terms & conditions of trade (or a part thereof) by HVG FABRICS PTY LTD,
shall not prejudice or affect HVG FABRICS PTY LTD’s rights and remedies in respect of any
subsequent breach, non-performance or non-observance by the Purchaser of these terms & conditions
of trade or any Agreement.
Charge
19.1 The Purchaser charges in favour of HVG FABRICS PTY LTD all of its estate and interest in any
real property that the Purchaser owns at present and in the future with the amount of its
indebtedness hereunder until discharged.
19.2 The Purchaser charges in favour of HVG FABRICS PTY LTD all of its estate and interest in any
personal property that the Purchaser owns at present and in the future with the amount of its
indebtedness hereunder until discharged.
19.3 The Purchaser appoints as its duly constituted attorney HVG FABRICS PTY LTD’s company
secretary from time to time to execute in the Purchaser’s name and as the Purchaser’s act and deed
any real property mortgage, bill of sale or consent to any caveat HVG FABRICS PTY LTD may choose to
lodge against real property that the Purchaser may own in any Land Titles Office in any state or
territory of Australia, even though the Purchaser may not have defaulted in carrying out its
obligations hereunder, upon written notice and demand to the Purchaser (in the event that there is
no default by the Purchaser in carrying out its obligations hereunder).
19.4 Where the Purchaser has previously entered into an agreement with HVG FABRICS PTY LTD by
which the Purchaser has granted a charge, mortgage or other security interest (including a security
interest as defined in the PPSA) over or in respect of real or personal property, those charges,
mortgages or

other security interests and the terms which directly or indirectly create rights, powers or
obligations in respect thereto will continue and co-exist with the obligations and security
interests created in this agreement. HVG FABRICS PTY LTD may, at its discretion and upon the
provision of written notice, vary the terms of such previous charges, mortgages or other securities
to reflect the terms herein.

General
20.1. The Purchaser may not assign any right under this document without the written consent of
HVG FABRICS PTY LTD.
20.2. These terms & conditions of trade and any Agreement to which they apply are governed by and
must be interpreted in accordance with the laws of New South Wales.
20.3. If a clause or a part of a clause can be read in a way that makes it illegal,
unenforceable, void, voidable or invalid, but can also be read in a way that makes it legal,
enforceable, not void, not voidable and valid, it must be read in the latter way.
20.4. If any clause or part of a clause is illegal, unenforceable, void, voidable or invalid,
that clause or part is to be treated as removed from these terms & conditions of trade, but the
rest f this document is not affected.
20.5. The Purchaser unconditionally and irrevocably submits to the exclusive jurisdiction of the
Courts of New South Wales and Federal Courts sitting in New South Wales.
20.6. In these terms & conditions of trade, unless contrary to or inconsistent with the context:
“Agreement(s)” means all tenders and quotations submitted by, all applications for commercial
credit account submitted to, all orders placed with and/or confirmed by, all invoices issued by,
and all contracts entered into by HVG FABRICS PTY LTD whereby goods and/or services are supplied,
provided and/or delivered by HVG FABRICS PTY LTD to the Purchaser.
“Claims” means all actual or threatened complaints, claims, demands, suits, proceedings, summonses,
actions, costs, charges, expenses, liabilities, compensation, losses and damages (including
consequential loss and damage) and interest whatsoever.
“Goods” means all goods supplied or agreed to be supplied by HVG FABRICS PTY LTD to the Purchaser
pursuant to any Agreement. “GST” means tax payable on taxable supplies under A New Tax System
(Goods & Services Tax) Act 1999 (Cth).
“HVG FABRICS PTY LTD” means HVG FABRICS PTY LTD ACN 649 411 763 and, where applicable, its
associated and subsidiary and parent companies inclusive of all divisions.
“Order” means an order placed by the Purchaser to HVG FABRICS PTY LTD for Goods to be sold and
delivered by HVG FABRICS PTY LTD to the Purchaser.
“PPSA” means the Personal Property Securities Act 2009.
“Purchaser” means the person or entity with whom HVG FABRICS PTY LTD enters into an Agreement for
the sale of Goods and/or the provision of services or credit and includes its successors or
assigns.
20.7. In these terms & conditions of trade, unless contrary to or inconsistent with the context:
20.7.1. headings are for guidance only and do not affect interpretation;
20.7.2. the singular includes the plural and vice versa;
20.7.3. a reference to these terms & conditions of trade, an Agreement or any other document or
to any legislation, rule or regulation includes a variation, novation or replacement of or
supplement to any of them from time to time.
Privacy
The Purchaser acknowledges that HVG FABRICS PTY LTD may collect, use and disclose personal and
credit information in connection with HVG FABRICS PTY LTD’s dealings with the Purchaser in
accordance with HVG FABRICS PTY LTD’s Privacy Statement, Privacy Policy, Credit Reporting Policy
and Statement of Notifiable Matters pursuant to the Credit Reporting Code, the Privacy Act 1988
(Cth), the Privacy (Enhancing Privacy Protections) Act 2012, and the Australian Privacy Principles,
and the Purchaser consents to that information being so collected, used and disclosed. A copy of
HVG FABRICS PTY LTD’s Privacy Statement, Privacy Policy, Credit Reporting Policy and Statement of
Notifiable Matters will be provided to the Purchaser upon request in writing and can be found at
www.hvg.net.au.