Clause 1.1 – Definitions

Unless the context otherwise requires:

Clause 1.2 – Interpretation

• Headings are for convenience only and do not affect interpretation.
• The singular includes the plural and vice versa.
• References to legislation include all amendments and replacements.
• References to a person include companies, trusts, partnerships and other legal entities.
• Obligations imposed on more than one person bind them jointly and severally.
• Where the words "including", "includes" or similar expressions are used, they are deemed to be followed by the words "without limitation".
• References to writing include electronic communications including email.

Clause 1.3 – Commercial Nature of Agreement

The Distributor acknowledges and agrees that:

• the Goods are acquired solely for commercial purposes;
• the Goods are acquired for resale, commercial installation or trade;
• the Distributor is an experienced commercial operator;
• the Distributor has had the opportunity to obtain independent legal, engineering and financial advice before entering this Agreement;
• the pricing offered by Ezzy Fit reflects the allocation of commercial risk contained within this Agreement;
• Ezzy Fit would not supply the Goods on wholesale pricing without the protections contained within this Agreement.

Clause 1.4 – Entire Commercial Risk Allocation

The Distributor acknowledges that international manufacturing involves commercial risks including but not limited to:

• international freight, shipping delays, port congestion, freight handling;
• customs inspections, government intervention;
• exchange rate fluctuations, raw material availability;
• manufacturing tolerances, production scheduling, colour variation between production batches;
• environmental exposure during transport.

Clause 1.5 – Construction Products

• The Goods are construction products manufactured for structural and commercial applications.
• The Goods are NOT decorative furniture products or architectural feature products manufactured to furniture-grade cosmetic tolerances.
• Minor variations in colour, finish, texture, grain, appearance or manufacturing characteristics that do not materially affect structural performance shall NOT constitute defects.

Clause 1.6 – Manufacturer Improvements

Ezzy Fit reserves the right to improve, modify or update: manufacturing processes, raw materials, coatings, finishes, packaging, manufacturing techniques, engineering specifications, product appearance; provided that the Goods continue to satisfy Ezzy Fit's applicable engineering and manufacturing requirements.

The Distributor acknowledges that products manufactured in different production batches may exhibit normal commercial variations that do not constitute defects.

Clause 2.1 – Binding Agreement

This Agreement becomes immediately binding upon the earliest occurrence of any one or more of the following events:

• the Distributor submits a purchase order;
• the Distributor accepts a quotation issued by Ezzy Fit;
• the Distributor pays a deposit, part payment or invoice;
• the Distributor provides written, verbal or electronic confirmation of an order;
• Ezzy Fit commences sourcing raw materials, manufacturing, production scheduling, packaging, coating, procurement or freight booking for the Distributor's order;
• the Distributor accepts delivery of the Goods;
• the Distributor collects, unloads, stores, resells, installs or otherwise deals with the Goods; or
• the Distributor continues trading with Ezzy Fit after receiving these Terms and Conditions.

Clause 2.2 – Acceptance Without Signature

The Distributor acknowledges that acceptance may be established by any conduct demonstrating an intention to proceed with the transaction, including: payment of any amount; acceptance of a quotation; issue of a purchase order; email confirmation; SMS confirmation; electronic communication; acceptance of delivery; unloading a container; storing Goods; advertising the Goods; reselling the Goods; supplying the Goods to another party; installing the Goods.

Each of these actions constitutes full acceptance of this Agreement.

Clause 2.3 – Commercial Nature of Purchase

The Distributor warrants that:

• the Goods are acquired solely for commercial purposes;
• the Goods are not acquired as a consumer purchase;
• the Goods are intended for resale, commercial installation or use in trade or commerce;
• the Distributor has relied upon its own commercial judgement when placing the order.

Clause 2.4 – Opportunity to Obtain Advice

The Distributor acknowledges that prior to entering this Agreement it has had sufficient opportunity to obtain independent: legal advice; engineering advice; accounting advice; and commercial advice. Failure to obtain such advice does not affect the validity or enforceability of this Agreement.

Clause 2.5 – Entire Agreement

This Agreement constitutes the complete agreement between the parties. No statement, representation, promise, estimate, brochure, catalogue, website content, social media post, advertisement or verbal discussion shall vary this Agreement unless confirmed in writing and signed by a Director of Ezzy Fit.

Clause 2.6 – No Oral Variations

No employee, contractor, sales representative, installer, distributor, consultant or agent has authority to: vary this Agreement; approve a warranty claim; admit liability; extend warranties; approve refunds; waive any rights of Ezzy Fit; or bind Ezzy Fit to any obligation, unless expressly authorised in writing by a Director of Ezzy Fit.

Clause 2.7 – Electronic Records

The Distributor agrees that the following documents may be relied upon as conclusive evidence of the formation and acceptance of this Agreement: quotations; invoices; purchase orders; bank transfer records; emails; SMS messages; delivery dockets; signed freight documents; shipping records; customs documentation; electronic communications; GPS delivery records; photographs taken at delivery; container release records; inspection reports.

Clause 2.8 – Automatic Acceptance of Goods

Acceptance of delivery does not prevent the Distributor from conducting its inspection during the Inspection Period. However, unless written notice of any visible defect is provided within the Inspection Period in accordance with this Agreement, the Goods shall be deemed accepted in their delivered condition, subject only to any rights that cannot lawfully be excluded.

Clause 2.9 – Installation Constitutes Final Acceptance

Clause 2.10 – Duty to Stop Work

If, before or during installation, the Distributor identifies or reasonably suspects a visible defect, the Distributor must immediately cease using the affected Goods and notify Ezzy Fit in writing. The Distributor must not continue installation of Goods it alleges are defective. If the Distributor elects to continue installation after becoming aware of an alleged visible defect, the Distributor shall be deemed to have accepted the Goods and waived any contractual claim arising from that visible issue, except where prohibited by law.

Clause 2.11 – Duty to Mitigate Loss

The Distributor must take all reasonable steps to minimise any loss, damage or expense arising from an alleged defect. Ezzy Fit shall not be liable for any increased loss resulting from the Distributor's failure to mitigate its losses, including where the Distributor continues installing, modifying or supplying Goods after identifying an alleged issue.

Clause 2.12 – Annual Acceptance of Terms

Ezzy Fit may amend these Terms and Conditions from time to time. By continuing to place orders, make payments or accept deliveries after revised Terms have been made available, the Distributor is deemed to have accepted the updated Agreement, which shall apply to all future transactions.

Clause 3.1 – Automatic Distributor Status

Any person or entity purchasing Goods from Ezzy Fit in commercial quantities is automatically deemed to be an Authorised Commercial Distributor for the purposes of this Agreement. Distributor status applies whether or not a separate Distributor Agreement has been signed. Commercial quantities include: one or more shipping containers; FCL; LCL; consolidated commercial shipments; purchases for resale; purchases for commercial installation; or any purchase that Ezzy Fit reasonably determines is for trade or commercial purposes.

Clause 3.2 – Commercial Relationship

• Ezzy Fit is the Australian brand owner, importer and wholesale supplier.
• The Goods are manufactured by an independent overseas factory nominated by Ezzy Fit.
• Fuzhou Lu Xiang Import & Export is a trading and export company that purchases the Goods from the factory on behalf of Ezzy Fit.
• The Distributor purchases the Goods from Ezzy Fit (facilitated through Fuzhou Lu Xiang Import & Export).
• Ezzy Fit is not the manufacturer of the Goods.
• The Distributor is an independent business, not an employee, agent, franchisee, partner or joint venturer.

Clause 3.3 – Purchase Orders

All purchase orders are subject to acceptance by Ezzy Fit. Ezzy Fit reserves the right to: accept or reject any order; limit quantities; alter packaging; consolidate shipments; allocate production; decline to supply where accounts are overdue or the Distributor is in breach. No order is binding until accepted.

Clause 3.4 – Quotations

Unless otherwise stated: quotations are valid for 30 days; subject to manufacturing capacity and stock availability; subject to changes in freight, exchange rates, tariffs, customs and supplier pricing prior to payment.

Clause 3.5 – Deposits

Where a deposit is required: manufacturing may not commence until received; the deposit authorises Ezzy Fit to commit manufacturing resources, raw materials, production scheduling and freight bookings; deposits are applied to the purchase price.

Clause 3.6 – Non-Refundable Deposits

Once manufacturing, procurement, production scheduling or freight booking has commenced, deposits become non-refundable except where required by law. The Distributor acknowledges that international manufacturing involves immediate commercial commitments including: purchasing raw materials; reserving production capacity; engaging labour; booking shipping space; arranging export documentation.

Clause 3.7 – Manufacturing Process

The Distributor acknowledges that: Goods are manufactured overseas; production involves multiple stages; manufacturing tolerances apply; production batches may differ slightly in appearance; colour, finish and texture may vary between production runs within accepted commercial tolerances.

Clause 3.8 – Manufacturing Improvements

Ezzy Fit and its manufacturers reserve the right to improve or modify: manufacturing methods; raw materials; production techniques; coatings; finishes; packaging; engineering specifications; product appearance; provided the Goods continue to comply with Ezzy Fit's published specifications.

Clause 3.9 – Product Availability

All products are supplied subject to manufacturing capacity and availability. Ezzy Fit shall not be liable for temporary stock shortages, production delays, discontinued products, supplier interruptions, raw material shortages, or shipping delays beyond its reasonable control.

Clause 3.10 – Forecasting Responsibility

The Distributor is solely responsible for forecasting its inventory requirements. Ezzy Fit gives no guarantee that future stock will be immediately available.

Clause 3.11 – Correct Ordering

The Distributor is solely responsible for ensuring orders correctly specify: product type, dimensions, colours, finishes, quantities, accessories, delivery requirements. Orders manufactured correctly will not be accepted for return merely because the Distributor ordered incorrectly.

Clause 3.12 – Product Samples

Product samples, brochures, catalogues, website photographs, colour swatches, display products and marketing material are indicative only. Actual production batches may exhibit commercially acceptable differences in colour, shade, finish, texture, grain, and gloss level.

Clause 3.13 – Manufacturing Tolerances

All Goods are manufactured in accordance with accepted engineering and manufacturing tolerances. Minor dimensional, cosmetic or colour variations within Ezzy Fit's published tolerances shall not constitute defects.

Clause 3.14 – Manufacturer Assessment

Where an alleged manufacturing defect arises, Ezzy Fit may require assessment by the manufacturer (the factory) or another suitably qualified independent assessor, facilitated through Fuzhou Lu Xiang Import & Export.

Clause 3.15 – Commercial Allocation of Risk

The Distributor acknowledges that the pricing offered reflects the commercial allocation of risk contained in this Agreement. Without these terms, Ezzy Fit would not supply the Goods at wholesale commercial pricing.

Clause 4.1 – International Supply

The Distributor acknowledges that the Goods are manufactured overseas and supplied through an international supply chain. The Distributor accepts the commercial risks associated with international trade.

Clause 4.2 – Freight Responsibility

Unless otherwise agreed, the Distributor is solely responsible for all costs associated with: international sea freight; air freight; freight forwarding; customs clearance; import duties; GST; quarantine inspections; terminal handling charges; wharf charges; container detention; demurrage; storage; local transport; unloading; delivery to site; insurance; and any government imposed charges.

Clause 4.3 – Delivery Dates

Any delivery date is an estimate only. Ezzy Fit does not guarantee any delivery date unless expressly agreed in writing. Delays do not entitle the Distributor to cancel an order or claim compensation.

Clause 4.4 – Transfer of Risk

Clause 4.5 – Transfer of Responsibility

Ezzy Fit is not responsible for freight damage after transfer of risk, storage damage, mishandling, incorrect unloading, incorrect lifting, weather exposure, theft, vandalism, site damage, or transport damage caused by third parties.

Clause 4.6 – Shipping Providers

Shipping companies, freight forwarders, customs brokers and transport contractors are independent third parties. Ezzy Fit is not liable for their acts, omissions, negligence, delays or errors.

Clause 4.7 – Freight Insurance

The Distributor is solely responsible for obtaining any freight insurance it considers necessary. Unless expressly agreed, Ezzy Fit does not insure the Goods during transport.

Clause 4.8 – Currency Fluctuations

Ezzy Fit reserves the right to adjust pricing due to exchange rate movements before final payment.

Clause 4.9 – Government Charges

Any increase in import duty, customs duty, anti-dumping duty, GST, tariffs, government levies, biosecurity charges, quarantine costs, or statutory charges occurring after quotation but before delivery shall be payable by the Distributor.

Clause 4.10 – Demurrage & Storage

The Distributor is responsible for all demurrage, detention, storage, wharf and container holding charges resulting from delayed collection, delayed customs clearance, delayed unloading, failure to provide delivery instructions, or any act or omission of the Distributor.

Clause 4.11 – Partial Shipments

Ezzy Fit may supply Goods by one or more shipments. A delay affecting one shipment does not entitle the Distributor to reject any other shipment.

Clause 4.12 – Packaging

Unless otherwise agreed, Goods are supplied using Ezzy Fit's standard export packaging. Additional packaging requested by the Distributor shall be at the Distributor's cost. Ezzy Fit does not warrant that additional packaging will eliminate all freight-related cosmetic marks.

Clause 4.13 – Customs & Biosecurity

The Distributor is responsible for complying with all customs, quarantine and biosecurity requirements after dispatch. Any delays, inspections, directions or charges imposed are the Distributor's responsibility.

Clause 4.14 – Commercial Acceptance of International Trade

The Distributor acknowledges that purchasing internationally manufactured Goods provides significant commercial pricing advantages but also involves risks inherent in international trade. The Distributor accepts those risks.

Clause 4.15 – No Consequential Freight Liability

To the maximum extent permitted by law, Ezzy Fit shall not be liable for any indirect or consequential loss arising from freight, shipping or customs matters, including project delays, loss of profit, storage charges, financing costs, contractual penalties or business interruption.

Clause 5.1 – Distributor's Duty to Inspect

Immediately upon Delivery, the Distributor must inspect the entire shipment before any Goods are unloaded for storage, resold, modified, cut, painted, installed or otherwise used. Every pallet, bundle and product must be inspected.

Clause 5.2 – Freight Damage Inspection

Within 48 hours of Delivery, the Distributor must inspect for freight damage, transit damage, damaged packaging, shortages, incorrect quantities, missing items, and obvious handling damage. Claims must be submitted in writing within 48 hours. Failure = acceptance.

Clause 5.3 – Product Inspection Period

Within 7 calendar days of Delivery, the Distributor must inspect for colour variation, finish variation, texture variation, coating defects, dimensional discrepancies, visible manufacturing defects, scratches, chips, cracks, cosmetic imperfections, incorrect product type, incorrect colour, incorrect quantities. Claims must be submitted within 7 days. Failure = acceptance.

Clause 5.4 – Mandatory Inspection Before Installation

The Distributor must inspect every product before installation. No product may be installed until the Distributor is satisfied it is suitable. The Distributor bears sole responsibility for identifying visible defects before installation.

Clause 5.5 – Installation Constitutes Final Acceptance

Clause 5.6 – No Cosmetic Rectification After Acceptance

Once the Goods have been accepted, Ezzy Fit shall have no contractual obligation to: repaint; recolour; colour-match; cosmetically rectify; remove installed Goods; reinstall Goods; reimburse labour costs; reimburse contractor costs; reimburse equipment hire; compensate project delays; compensate loss of profit; or attend site to undertake cosmetic rectification.

Clause 5.7 – Stop Work Requirement

If the Distributor discovers or reasonably suspects a defect before or during installation, the Distributor must immediately cease using the affected Goods and notify Ezzy Fit in writing. Failure to stop work = acceptance.

Clause 5.8 – Duty to Mitigate Loss

The Distributor must take all reasonable steps to minimise any loss arising from an alleged defect. The Distributor must not continue installing, modifying, reselling or supplying Goods it alleges are defective.

Clause 5.9 – Claims Procedure

Every claim must be submitted in writing and include: invoice number; purchase order number; container number; batch number; product description; quantity affected; date of Delivery; date the issue was discovered; detailed description; clear colour photographs; close-up photographs; video where appropriate; and any other information requested. Incomplete claims may be rejected.

Clause 5.10 – Preservation of Evidence

The Distributor must preserve the affected Goods, packaging, pallets, labels, batch identification, freight documentation, and any other evidence. Goods must not be altered, repaired, repainted, cut, destroyed or disposed of before Ezzy Fit has had a reasonable opportunity to inspect them.

Clause 5.11 – Site Inspection

Ezzy Fit may inspect the Goods at the Distributor's premises or installation site. The Distributor must provide reasonable access. If access is unreasonably refused, Ezzy Fit may suspend assessment.

Clause 5.12 – Independent Testing

Ezzy Fit may require testing by an appropriately qualified independent laboratory or technical expert. Each party may rely on expert evidence.

Clause 5.13 – Batch Variation

Products manufactured in different production batches may exhibit commercially acceptable differences in colour, finish, texture, grain, gloss, and appearance. The Distributor must inspect before installation and avoid mixing batches where consistency is important. Batch variation within tolerances is not a defect.

Clause 5.14 – Colour Assessment

Colour must be assessed under normal natural daylight conditions before installation. Artificial lighting, weather conditions and surrounding materials may influence perceived colour.

Clause 5.15 – No Third-Party Rectification Without Approval

The Distributor must not authorise or undertake any rectification work relating to an alleged defect without Ezzy Fit's prior written approval. Ezzy Fit shall not be liable for unauthorised rectification work.

Clause 5.16 – Exclusive Claims Procedure

The procedures set out in this Section constitute the mandatory contractual process for notifying and assessing claims. Failure to comply may affect the Distributor's contractual entitlement to a remedy.

Clause 6.1 – No Return Without Written Approval

No Goods may be returned without a written RMA. Ezzy Fit reserves the right to refuse unauthorised returns. Goods returned without a valid RMA may be refused, returned to the Distributor at the Distributor's cost, or held at the Distributor's risk.

Clause 6.2 – Return Assessment

Ezzy Fit may request further information; inspect on site; inspect photographs/video; appoint an expert; require samples; require specific products; or require the entire shipment or container to be returned.

Clause 6.3 – Return to Manufacturer

Where inspection by the Manufacturer (the factory) is necessary, the Distributor must return the Goods specified in the RMA to the factory's nominated facility, facilitated through Fuzhou Lu Xiang Import & Export. Ezzy Fit may require individual products, samples, pallets, bundles, or the entire shipment or container.

Clause 6.4 – Return Costs

The Distributor bears all initial costs of returning Goods for inspection, including packaging, loading, inland transport, container handling, export documentation, customs clearance, government charges, freight forwarding, sea freight, insurance, unloading, storage, handling charges, and all associated costs.

Clause 6.5 – No Obligation to Arrange Freight

Ezzy Fit is under no obligation to organise return freight, pay return freight, collect Goods, arrange shipping, arrange export documentation, or arrange customs clearance, unless Ezzy Fit expressly agrees in writing.

Clause 6.6 – Manufacturer's Assessment

Returned Goods shall be inspected by the factory (or Fuzhou Lu Xiang Import & Export on behalf of the factory) to determine whether the issue constitutes: a Manufacturing Defect; a Cosmetic Defect; freight damage; handling damage; installation damage; storage damage; misuse; normal manufacturing variation; or no defect.

Clause 6.7 – Goods Must Not Be Altered

Goods submitted for assessment must not be painted, coated, repaired, modified, cut, drilled, dismantled, destroyed, or otherwise altered without prior written approval. Alteration may prevent proper assessment and affect the Distributor's entitlement to a remedy.

Clause 6.8 – Returned Goods Become Inspection Samples

Goods returned under an RMA may be inspected, dismantled, destructively tested, laboratory tested, sampled, or retained by the Manufacturer where reasonably necessary. Goods submitted for destructive testing may not be returned.

Clause 6.9 – No Automatic Acceptance of Claim

Approval of an RMA does not constitute an admission of liability. It merely authorises the assessment process. No claim is accepted until assessment is completed.

Clause 6.10 – Determination of Remedy

Following assessment, Ezzy Fit may determine: no defect; within tolerances; freight/handling damage; incorrect storage/installation; unauthorised modification; or a verified Manufacturing Defect. Remedies are limited to those in Section 7.

Clause 6.11 – Reimbursement of Return Costs

Where a genuine Manufacturing Defect is verified, Ezzy Fit may, at its discretion, reimburse reasonable return costs or provide an equivalent credit. No obligation to reimburse labour, installation, project delays or consequential losses.

Clause 6.12 – No Fault Found

If no defect is found, if the issue is cosmetic, within tolerances, or caused by freight/storage/handling/installation/misuse after risk passed, all costs associated with the claim remain the responsibility of the Distributor.

Clause 6.13 – Return of Accepted Goods

Correctly manufactured Goods may not be returned merely because the Distributor changes its mind, demand has reduced, the Distributor over-ordered, ordered wrong products, a customer cancelled, or the Distributor is dissatisfied with the commercial outcome.

Clause 6.14 – Exclusive Return Procedure

This Section sets out the exclusive contractual procedure for return of Goods. No Goods may be returned outside this procedure without prior written approval.

Clause 6.15 – Australian Consumer Law

Nothing in this Section excludes, restricts or modifies any non-excludable guarantee, right or remedy under the ACL.

Clause 7.1 – Warranty Coverage

Ezzy Fit warrants that Goods will substantially comply with published engineering specifications at Delivery. This warranty applies only to verified Manufacturing Defects and is subject to the Distributor complying with all inspection, storage, handling, installation and claims procedures.

Clause 7.2 – Manufacturing Defect

A Manufacturing Defect means a defect directly arising from the manufacturing process that materially affects the structural integrity, intended structural performance or intended functional use of the Goods. It does not include normal manufacturing tolerances, cosmetic imperfections or issues arising after Delivery.

Clause 7.3 – Matters Not Constituting Manufacturing Defects

• Colour, shade, finish, gloss, texture, grain variation
• Minor surface marks, handling marks, freight marks
• Coating variation within specification, batch variation
• Dimensional variation within published tolerances
• Appearance differences between production runs
• Minor manufacturing marks, natural weathering, UV ageing, ordinary wear and tear

Clause 7.4 – Exclusions

Ezzy Fit has no liability for issues arising from: incorrect storage; incorrect installation; failure to follow installation guide; inadequate drainage; incorrect engineering design; overloading; impact damage; misuse; abuse; alteration; cutting; drilling; painting; coating; unauthorised repairs; chemical exposure; fire; flood; storm; cyclone; vandalism; acts of third parties; failure to inspect prior to installation.

Clause 7.5 – Conditions of Warranty

The Distributor must comply with this Agreement, installation instructions, storage requirements, notify within required timeframes, preserve evidence, allow inspection, and cease installation when a defect is suspected. Failure may affect the Distributor's entitlement to a remedy.

Clause 7.6 – Available Remedies

Where a verified Manufacturing Defect exists, Ezzy Fit may elect to: repair the Goods; replace the Goods; provide replacement components; provide a credit; or refund the purchase price.

Clause 7.7 – No Obligation to Repaint or Rectify Installed Goods

Ezzy Fit is not obliged to repaint, recolour, colour-match, cosmetically rectify, remove, reinstall, reimburse painting or labour costs, reimburse contractor costs, reimburse equipment hire, or attend site to perform cosmetic works.

Clause 7.8 – Labour & Associated Costs

Ezzy Fit is not liable for labour, installation, removal, reinstatement, excavation, concrete removal, crane hire, excavator hire, traffic management, engineering fees, consultant fees, accommodation, travel, supervision, administration, project management, financing, delay costs, liquidated damages, loss of profit, business interruption, or any indirect or consequential loss.

Clause 7.9 – No Double Recovery

The Distributor shall not recover additional compensation for the same issue where Ezzy Fit has repaired, replaced or credited the Goods.

Clause 7.10 – Product Improvements

Replacement Goods may differ in colour, finish, texture, manufacturing process, packaging, production method, or engineering improvements, provided they satisfy Ezzy Fit's published specifications.

Clause 7.11 – Warranty Does Not Restart

Replacement does not restart or extend the original warranty period unless required by law.

Clause 7.12 – No Admission of Liability

Inspection, site visits, technical advice, goodwill gestures, replacement, repair or negotiation shall not constitute an admission of liability unless confirmed in writing by a Director.

Clause 7.13 – Exclusive Contractual Remedies

The remedies in this Section are the Distributor's exclusive contractual remedies. No additional remedy applies.

Clause 7.14 – Time Limitation

Any contractual claim must be made within the applicable warranty period and in accordance with Sections 5 and 6.

Clause 7.15 – Australian Consumer Law

Nothing excludes non-excludable guarantees. This Agreement shall be interpreted consistently with the ACL.

Clause 8.1 – Distributor Responsibility

The Distributor is solely responsible for inspection, correct storage, handling, transport, installation in accordance with Ezzy Fit's latest Installation Guide, and compliance with Australian Standards and local authority requirements. Ezzy Fit is not responsible for workmanship.

Clause 8.2 – Installation by Competent Persons

The Distributor warrants that Goods shall only be installed by suitably qualified, competent and experienced persons.

Clause 8.3 – Compliance with Installation Guides

The Distributor must follow the latest version of Ezzy Fit's Installation Guide. Updates supersede previous versions.

Clause 8.4 – Engineering Responsibility

The Distributor is solely responsible for project suitability, including obtaining engineering, certifications, building approvals, council approvals, and Form 15 or equivalent certifications. Ezzy Fit's published engineering information is general and does not replace project-specific engineering.

Clause 8.5 – Storage Requirements

Store on a level surface, clear of standing water, adequately supported, protected from impact and chemicals, and in accordance with Ezzy Fit's recommendations. Improper storage may affect remedy entitlement.

Clause 8.6 – Handling

Take reasonable care when unloading, lifting, stacking, transporting, moving, storing, and installing. Damage from improper handling after Delivery is the Distributor's responsibility.

Clause 8.7 – Inspection During Installation

The Distributor must continue inspecting during installation. If any visible issue is identified, installation must cease immediately until Ezzy Fit is notified.

Clause 8.8 – Mixing Production Batches

The Distributor must inspect batch numbers before installation where colour consistency is important. Mixing batches may result in visible differences. Ezzy Fit is not responsible for appearance differences from mixing batches.

Clause 8.9 – Weather & Environmental Exposure

Ensure Goods are not subjected to unreasonable environmental exposure before installation, including chemicals, solvents, excessive heat, open flames, contaminants, or conditions outside published recommendations.

Clause 8.10 – No Installation of Suspected Defective Goods

The Distributor must not knowingly install Goods it believes are defective. Installation after identifying a visible defect = acceptance and waiver of any claim.

Clause 8.11 – Third-Party Installers

The Distributor is responsible for employees, subcontractors, installers, consultants, agents, and any person engaged. Their failure to comply is deemed a failure by the Distributor.

Clause 8.12 – Customer Complaints

Notify Ezzy Fit promptly of any end customer complaint. Do not admit liability, promise compensation, authorise replacement, repairs, repainting, or settle any claim without prior written approval.

Clause 8.13 – Product Modification

Do not modify Goods (cutting beyond recommendations, welding, heating, reshaping, chemical treatment, structural alteration) without written approval. Ezzy Fit accepts no responsibility for unauthorised modifications.

Clause 8.14 – Ongoing Product Maintenance

Provide published maintenance recommendations to customers. Failure to follow maintenance may affect warranty claims.

Clause 8.15 – Distributor Training

The Distributor is responsible for ensuring employees, installers and contractors are familiar with Installation Guides, Engineering Information, Technical Data Sheets, Storage Requirements, Safety Information, and Product Specifications.

Clause 8.16 – Acceptance of Installation Risk

Installation quality is outside Ezzy Fit's control. Ezzy Fit is not liable for defects, failures or losses arising from incorrect installation, inadequate site preparation, poor workmanship, failure to follow engineering requirements, or non-compliance with published documentation.

Clause 8.17 – Continuing Obligations

Obligations continue throughout storage, handling, installation and resale, and survive Delivery, acceptance, and project completion.

Clause 8A.1 – Ezzy Fit's Role in Installation

The Distributor acknowledges that Ezzy Fit manufactures and supplies engineered composite retaining wall products only and does not supervise, control or accept responsibility for the installation of those products.

Clause 8A.2 – Distributor's Installation Obligations

The Distributor is responsible for ensuring that all Ezzy Fit retaining wall systems supplied by the Distributor are installed in accordance with all applicable Australian Standards, engineering specifications, local authority requirements and Ezzy Fit installation guidelines.

Clause 8A.3 – Engineering & Licensing Requirements

• Where engineering is required, the Distributor must ensure that the retaining wall is designed and certified by a suitably qualified structural engineer prior to construction.
• The Distributor must ensure that every retaining wall is installed by a licensed contractor where licensing is required, or otherwise by a person able to demonstrate competence and a minimum of three (3) years' relevant experience in the construction of structural retaining walls.

Clause 8A.4 – Post Lean & Embedment Requirements

• Unless otherwise specified by the project engineer, Ezzy Fit retaining wall posts must be installed with a backward lean of approximately 40 mm for every 1 metre of retained wall height.
• The Distributor must ensure that all post embedment depths, footing dimensions, concrete specifications, post spacing and structural requirements comply with the approved engineering design, Australian Standards and Ezzy Fit installation requirements.

Clause 8A.5 – Drainage Requirements

Every Ezzy Fit retaining wall must incorporate an approved drainage system, including as a minimum:

• A continuous minimum 200 mm wide drainage zone behind the wall.
• 100% free-draining gravel extending continuously from the bottom of the first sleeper to the top of the highest sleeper.
• Suitable geotextile (geofabric) separating the drainage gravel from retained soil.
• Agricultural drainage pipe(s) where required by engineering or site conditions.

No clay, soil or other non-free-draining material is to be placed directly against the rear of the retaining wall unless specifically approved by the project engineer.

Clause 8A.6 – Burden of Proof – Warranty Claims

Where the Distributor submits a warranty claim, requests replacement product, credit, reimbursement or any other remedy, the burden of proof rests entirely with the Distributor.

The Distributor must demonstrate, to Ezzy Fit's reasonable satisfaction, that the alleged failure was caused solely by a manufacturing defect in the Ezzy Fit product and was not caused or contributed to by installation methods, workmanship, engineering, footing design, drainage, backfilling, site conditions, ground movement, surcharge loading, misuse or any other external factor.

Clause 8A.7 – Evidence Required for Warranty Claims

Before Ezzy Fit will assess any warranty claim, the Distributor must provide, where requested:

• Photographs of every stage of installation.
• Continuous or staged video footage of the installation process.
• Evidence of excavation dimensions, footing depth and post embedment.
• Evidence of concrete placement.
• Evidence confirming the required post alignment and lean.
• Clear photographic and video evidence confirming that 100% free-draining gravel was installed from the bottom of the first sleeper to the top of the highest sleeper.
• Evidence confirming installation of geotextile (geofabric).
• Evidence of agricultural drainage installation where required.
• Engineering drawings and certifications.
• Soil reports where applicable.
• Installer details, licences (where required) and evidence of competency and relevant experience.
• Copies of installation records and invoices.
• Any additional documentation reasonably requested by Ezzy Fit or its consulting engineer.

Clause 8A.8 – Ezzy Fit's Right to Inspect

Ezzy Fit reserves the right to inspect the installation through its own authorised representative or an independent engineer before determining any warranty claim. All costs associated with inspections, engineering assessments, testing and reporting shall be borne by the Distributor.

If the inspection concludes that the failure was solely the result of a manufacturing defect covered by Ezzy Fit's warranty, Ezzy Fit may, at its sole discretion, reimburse the reasonable inspection costs.

Clause 8A.9 – No Replacement Without Sufficient Evidence

Ezzy Fit is under no obligation to replace any product, issue any credit, refund or compensation until the Distributor has provided sufficient evidence establishing, to Ezzy Fit's reasonable satisfaction, that the failure resulted solely from a manufacturing defect in the supplied product.

Where the Distributor is unable to provide sufficient evidence, or where the cause of the failure cannot be reasonably determined due to missing documentation or incomplete installation records, Ezzy Fit reserves the right to reject the warranty claim.

Clause 8A.10 – Replacement Not Admission of Liability

For the avoidance of doubt, the supply of replacement product by Ezzy Fit shall not be interpreted as an admission of liability unless Ezzy Fit confirms in writing that a manufacturing defect exists.

Clause 8A.11 – Exclusion of Liability – Installation

Ezzy Fit accepts no liability for failures resulting from:

• incorrect installation;
• inadequate engineering;
• inadequate footing dimensions;
• insufficient drainage;
• omission of free-draining gravel or geotextile;
• poor workmanship;
• excessive surcharge loading;
• unsuitable ground conditions;
• ground movement;
• flooding;
• erosion;
• modification after installation;
• misuse;
• impact damage; or
• any failure to comply with Ezzy Fit installation requirements, applicable Australian Standards or engineering specifications.

Clause 9.1 – General Obligations

• Conduct business professionally and ethically.
• Comply with all applicable laws.
• Protect and promote the reputation of Ezzy Fit.
• Act honestly and in good faith.
• Comply with this Agreement and all policies issued by Ezzy Fit.

Clause 9.2 – Compliance with Laws

Comply with all laws relating to WHS, environmental protection, building and construction, consumer protection, fair trading, competition, import/export, taxation, product safety, and all other applicable legislation.

Clause 9.3 – Product Representation

Accurately represent Goods. Do not exaggerate performance, make misleading statements, alter engineering specifications, make unauthorised structural claims, alter warranty conditions, provide unauthorised guarantees, or represent yourself as speaking on behalf of Ezzy Fit. Only Ezzy Fit's current published technical information may be used.

Clause 9.4 – Marketing & Advertising

May use Ezzy Fit's approved logos, brochures, catalogues, product images, engineering information, technical documents, installation guides, and marketing material only for promoting genuine Ezzy Fit products. Do not alter in a misleading manner or damage the brand.

Clause 9.5 – Use of Intellectual Property

Receives a limited, non-exclusive, revocable licence to use Ezzy Fit's IP solely for promoting and selling genuine products. Ownership remains vested in Ezzy Fit.

Clause 9.6 – No Reverse Engineering

Do not copy, reproduce, reverse engineer, manufacture, commission manufacture, modify for commercial manufacture, or assist another party to manufacture any product substantially similar to Ezzy Fit's products using confidential information.

Clause 9.7 – Confidential Information

Keep confidential all non-public information including pricing, supplier details, manufacturing information, engineering information, customer information, business strategies, commercial terms, and product development information. Obligation continues after termination.

Clause 9.8 – Customer Service

Provide professional customer service. Do not knowingly provide incorrect installation advice or technical information.

Clause 9.9 – Product Knowledge

Ensure employees, sales representatives and installers maintain adequate knowledge of current product specifications, engineering documentation, installation procedures, maintenance requirements, warranty conditions, and safety information.

Clause 9.10 – Minimum Business Standards

Maintain appropriate business licences, required insurances, competent staff, suitable storage, appropriate equipment, and adequate financial capacity.

Clause 9.11 – Stock Management

The Distributor is solely responsible for inventory management. Ezzy Fit is not liable for losses from over-ordering, under-ordering, slow-moving stock, obsolete stock, poor inventory management, or inaccurate sales forecasting.

Clause 9.12 – Product Recalls

Only Ezzy Fit may authorise or announce a product recall. Notify Ezzy Fit immediately if aware of any matter that may require a recall. Fully cooperate with any authorised recall.

Clause 9.13 – Customer Complaints

Maintain records of customer complaints and provide them to Ezzy Fit upon reasonable request where relating to Ezzy Fit products.

Clause 9.14 – No Unauthorised Settlements

Do not admit liability, negotiate settlements, provide refunds, replace products, authorise repairs, authorise repainting, offer compensation, or commence legal proceedings on behalf of Ezzy Fit without prior written approval.

Clause 9.15 – Business Records

Maintain accurate records of purchases, sales, warranty claims, customer complaints, batch numbers, delivery records, installation records, and inspection reports. Retain for a minimum of 7 years and provide upon reasonable request.

Clause 9.16 – Financial Responsibility

The Distributor warrants it has financial capacity to meet its obligations. Ezzy Fit may suspend supply if the Distributor becomes insolvent, enters administration, enters liquidation, has a receiver appointed, ceases trading, or fails to pay invoices when due.

Clause 9.17 – No Assignment

The Distributor shall not assign, transfer, sell or otherwise deal with its rights or obligations without Ezzy Fit's prior written consent.

Clause 9.18 – Ethical Conduct

Do not engage in misleading advertising, false product claims, deceptive conduct, unlawful conduct, harassment, bribery, corruption, or conduct likely to bring Ezzy Fit into disrepute.

Clause 9.19 – Continuing Obligations

Obligations relating to confidentiality, intellectual property, business records, customer information and ethical conduct continue after termination.

Clause 9.20 – Breach of Distributor Obligations

A material breach entitles Ezzy Fit to suspend or terminate the distributorship in accordance with this Agreement.

Clause 10.1 – Prices

Exclusive of GST unless stated. Quoted prices apply only to the specific quotation and do not constitute ongoing commitment. Ezzy Fit may amend pricing prior to acceptance if manufacturing or freight costs materially change.

Clause 10.2 – Currency Fluctuations

Pricing is based on exchange rates at quotation. If rates materially fluctuate before final payment, Ezzy Fit may adjust pricing.

Clause 10.3 – International Manufacturing Costs

Manufacturing costs may change due to raw material prices, resin prices, freight, energy, labour, exchange rates, government charges, export charges, shipping, or supplier pricing. Ezzy Fit may adjust pricing.

Clause 10.4 – Government Charges

The Distributor is responsible for GST, customs duties, import duties, anti-dumping duties, quarantine charges, biosecurity charges, government levies, taxes, statutory charges, and similar government-imposed costs.

Clause 10.5 – Payment Terms

Payable strictly in accordance with invoice or quotation terms. Time for payment is of the essence.

Clause 10.6 – Late Payments

If payment is not received by the due date, Ezzy Fit may suspend manufacture, dispatch, future orders, refuse credit, require full payment before future supply, and recover debt collection costs.

Clause 10.7 – Interest on Overdue Accounts

Ezzy Fit may charge interest at the rate specified on the invoice or at a reasonable commercial rate. Interest accrues daily.

Clause 10.8 – Allocation of Payments

Ezzy Fit may allocate payments against any outstanding invoice or debt at its discretion.

Clause 10.9 – No Set-Off

The Distributor must pay all amounts without deduction, withholding or set-off unless finally determined by agreement or court.

Clause 10.10 – Cancellation of Orders

Orders may not be cancelled after manufacturing, procurement, production scheduling or freight booking has commenced unless Ezzy Fit agrees in writing. The Distributor shall be liable for all costs reasonably incurred.

Clause 10.11 – Special Orders

Custom colours, dimensions, finishes or packaging are non-returnable and non-refundable except where required by law.

Clause 10.12 – Storage Charges

If the Distributor delays collection or delivery, Ezzy Fit may charge reasonable storage and handling fees.

Clause 10.13 – Container & Port Charges

The Distributor is responsible for container detention, demurrage, storage, wharf charges, port charges, transport waiting time, and re-delivery costs arising from delays caused by the Distributor.

Clause 10.14 – Credit Facilities

Credit facilities may be varied, suspended or withdrawn if the Distributor exceeds its credit limit, fails to pay, experiences financial difficulty, or breaches this Agreement.

Clause 10.15 – Financial Security

Ezzy Fit may require deposits, guarantees or other reasonable financial security where there is an increased credit risk.

Clause 10.16 – Costs of Enforcement

The Distributor indemnifies Ezzy Fit for all reasonable costs incurred in recovering outstanding amounts, including debt collection, legal costs, court fees, and enforcement expenses.

Clause 10.17 – Commercial Risk

The Distributor acknowledges that wholesale pricing reflects the allocation of commercial risks contained in this Agreement.

Clause 10.18 – Entire Financial Agreement

This Section governs all financial obligations. No employee, contractor, sales representative or agent has authority to vary these terms without written approval from a Director.

Clause 11.1 – Distributor Insurance

The Distributor must maintain Public Liability, Product Liability, Workers Compensation, Commercial Motor Vehicle, Property Insurance, and any other insurance reasonably required. Evidence to be provided upon request.

Clause 11.2 – Minimum Cover

Policies must provide cover appropriate for the nature and scale of the Distributor's business. Failure to maintain adequate insurance constitutes a material breach.

Clause 11.3 – Risk After Delivery

After risk passes, the Distributor assumes full responsibility for storage, transportation, unloading, handling, installation, resale, customer supply, and ongoing custody. Ezzy Fit is not responsible for loss or damage after risk passes.

Clause 11.4 – Distributor Indemnity

The Distributor indemnifies Ezzy Fit against all claims, losses, liabilities, damages, costs and expenses arising from incorrect installation, incorrect engineering, incorrect storage, misuse, alteration, failure to comply with published documentation, negligence, unlawful conduct, and unauthorised representations.

Clause 11.5 – Third-Party Claims

If an end customer or third party makes a claim, notify Ezzy Fit promptly, provide all documents, preserve evidence, and do not admit liability or settle without written approval.

Clause 11.6 – Duty to Cooperate

Fully cooperate in any investigation, including providing access to products, installation sites, photographs, videos, documents, customer correspondence, and other relevant information.

Clause 11.7 – Product Liability

Product liability may arise from design, manufacture, transport, storage, installation, maintenance, misuse, and site conditions. Liability shall be determined by actual cause.

Clause 11.8 – No Assumption of Liability

Technical advice, installation guidance, engineering information, and site discussions are general. The Distributor remains responsible for project suitability.

Clause 11.9 – Mitigation of Loss

The Distributor must take all reasonable steps to minimise loss. Ezzy Fit is not liable for additional loss from failure to mitigate.

Clause 11.10 – Business Interruption

Ezzy Fit is not responsible for business interruption, project delays, contractual penalties, financing costs, holding costs, loss of opportunity, loss of future sales, or reputational damage.

Clause 11.11 – Continuing Insurance Obligation

Maintain insurance while storing, installing or supplying Ezzy Fit Goods. Termination does not affect liabilities from Goods supplied before termination.

Clause 11.12 – Survival of Indemnities

Indemnities survive project completion, Delivery, termination, and cessation of the relationship.

Clause 11.13 – Australian Consumer Law

Nothing excludes non-excludable guarantees, rights or remedies under the ACL.

Clause 12.1 – Retention of Title

Ownership remains with Ezzy Fit until all monies owing have been paid in full. Until then, the Distributor holds the Goods as bailee.

Clause 12.2 – Risk

Risk passes under Section 4. Passing of risk does not transfer ownership.

Clause 12.3 – Storage of Unpaid Goods

Safely store, keep separately identifiable, maintain labels, do not remove serial or batch numbers, and exercise reasonable care.

Clause 12.4 – Sale of Goods Before Ownership Passes

The Distributor may resell in the ordinary course, provided it is a genuine arm's-length transaction, the Distributor remains liable for payment, and holds proceeds on trust for Ezzy Fit.

Clause 12.5 – Default

If the Distributor fails to pay, enters administration, liquidation, receivership, becomes insolvent, ceases trading, or materially breaches, Ezzy Fit may suspend, terminate, require immediate payment, recover Goods, and exercise PPSA rights.

Clause 12.6 – Right to Recover Goods

Where ownership has not passed, the Distributor authorises Ezzy Fit to enter premises to recover unpaid Goods.

Clause 12.7 – Personal Property Securities Act

This Agreement creates a Security Interest. Ezzy Fit may register on the PPS Register. The Distributor agrees to assist in perfecting, maintaining and enforcing the Security Interest.

Clause 12.8 – Distributor Assistance

Sign, provide or execute documents to register, amend, maintain or enforce Ezzy Fit's rights under the PPSA.

Clause 12.9 – Costs

The Distributor reimburses Ezzy Fit for costs of registering, maintaining, enforcing a Security Interest, and recovering unpaid Goods and debts.

Clause 12.10 – Waiver of Notice

To the extent permitted, the Distributor waives its right to receive notices under the PPSA.

Clause 12.11 – Continuing Security

The Security Interest continues until all amounts are paid. Payment of one invoice does not discharge the Security Interest while any other amount remains outstanding.

Clause 12.12 – No Merger

Rights under this Section are in addition to other rights.

Clause 12.13 – Survival

This Section survives termination until all outstanding amounts are paid and the Security Interest is discharged.

Clause 12.14 – Australian Consumer Law

Nothing excludes non-excludable guarantees under the ACL.

Clause 13.1 – Ownership of Intellectual Property

All IP remains the exclusive property of Ezzy Fit or its licensors, including trademarks, business names, logos, product names, engineering drawings, CAD files, product designs, moulds, tooling, manufacturing processes, product specifications, installation manuals, technical data sheets, brochures, photographs, videos, website content, software, and marketing material.

Clause 13.2 – Limited Licence

The Distributor receives a limited, non-exclusive, revocable licence to use Ezzy Fit's approved trademarks and marketing material solely for promoting and selling genuine products.

Clause 13.3 – No Alteration of Branding

Do not alter logos, modify branding, remove labels, serial numbers, batch numbers, compliance markings, alter engineering documents, modify installation guides, or create misleading promotional material.

Clause 13.4 – No Reverse Engineering

Do not copy, duplicate, reproduce, manufacture, commission manufacture, reverse engineer, decompile, analyse for commercial reproduction, adapt, or create derivative products using Ezzy Fit products, drawings, moulds, samples or confidential information.

Clause 13.5 – Non-Circumvention

During the term and for 5 years after termination, the Distributor must not approach, engage or attempt to purchase directly from the factory or from Fuzhou Lu Xiang Import & Export, encourage bypassing Ezzy Fit's supply chain, use confidential information to source similar products, or assist another party to circumvent Ezzy Fit's commercial relationships.

Clause 13.6 – Confidential Information

Keep confidential all non-public information including pricing, supplier identities, factory information, engineering, technical specifications, customer lists, marketing strategies, business plans, product development, commercial arrangements, and distributor pricing.

Clause 13.7 – Customer Information

Customer information generated independently remains the Distributor's property. Customer information provided by Ezzy Fit remains Ezzy Fit's property.

Clause 13.8 – Domain Names & Social Media

Do not register business names, domain names, websites, social media accounts, advertising accounts, or online marketplace listings likely to mislead the public into believing it is Ezzy Fit.

Clause 13.9 – Online Advertising

Advertising must be accurate, truthful, use current specifications, match published engineering claims, and not be misleading.

Clause 13.10 – Counterfeit Products

Immediately notify Ezzy Fit of any counterfeit, imitation or infringing products.

Clause 13.11 – Brand Protection

Take reasonable steps to protect the reputation and goodwill. Do not engage in conduct likely to bring Ezzy Fit into disrepute.

Clause 13.12 – Termination of Licence

Upon termination, cease using all Ezzy Fit IP except as reasonably necessary to sell remaining genuine inventory.

Clause 13.13 – De-Branding Requirements

Within 14 days of termination: remove signage; remove branding from websites and social media; cease representing as authorised; discontinue use of marketing material; return or destroy confidential documents upon request.

Clause 13.14 – Injunctive Relief

Ezzy Fit may seek injunctive or equitable relief for breach of this Section.

Clause 13.15 – Survival

Confidentiality, intellectual property, non-circumvention, brand protection, and de-branding survive termination.

Clause 13.16 – Australian Consumer Law

Nothing excludes non-excludable rights under applicable law.

Clause 14.1 – Events of Default

The Distributor is in default if it: fails to pay; materially breaches; provides false information; makes unauthorised warranty representations; damages reputation; breaches confidentiality; infringes IP; engages in fraud; becomes insolvent; enters external administration; ceases trading; or repeatedly fails to comply with technical, installation or warranty requirements.

Clause 14.2 – Right to Suspend Supply

Ezzy Fit may suspend quotations, manufacture, production scheduling, dispatch, deliveries, credit facilities, pricing, warranty assessments, and future supply where the Distributor is in default or continued trading presents unacceptable risk.

Clause 14.3 – Immediate Termination

Ezzy Fit may terminate immediately if the Distributor commits a serious or persistent breach, fails to remedy within 14 days, becomes insolvent, enters external administration, ceases trading, commits fraud, misrepresents products, damages the brand, or repeatedly fails to comply with procedures.

Clause 14.4 – Termination Without Cause

Ezzy Fit may terminate without cause on 30 days' written notice.

Clause 14.5 – Distributor Termination

The Distributor may terminate on 30 days' written notice. Termination does not affect outstanding invoices, existing orders, Goods already manufactured or dispatched, or obligations that survive.

Clause 14.6 – Outstanding Orders

Termination does not cancel manufacturing already commenced, freight already booked, Goods already produced, or Goods already dispatched. The Distributor remains liable for all costs reasonably incurred.

Clause 14.7 – Outstanding Debts

Upon termination or default, all monies owing become immediately due and payable. Ezzy Fit may suspend performance and exercise its Retention of Title and PPSA rights.

Clause 14.8 – Recovery of Goods

Where ownership has not passed, Ezzy Fit may exercise its rights to recover unpaid Goods.

Clause 14.9 – De-Authorisation

Upon termination, the Distributor ceases to be an Authorised Ezzy Fit Distributor and must not hold itself out as authorised.

Clause 14.10 – Cessation of Branding

Within 14 days after termination: remove signage, logos from websites, branding from social media and advertising; cease using business stationery and promotional material.

Clause 14.11 – Return of Confidential Information

Upon termination, return or destroy confidential information including technical documents, engineering drawings, price lists, distributor pricing, confidential manuals, and commercial information.

Clause 14.12 – Continuing Obligations

Obligations relating to payment, confidentiality, IP, indemnities, warranty procedures, limitation of liability, dispute resolution, PPSA, and retention of title survive termination.

Clause 14.13 – No Compensation for Termination

The Distributor is not entitled to compensation for loss of future profits, goodwill, anticipated sales, business value, advertising expenditure, promotional expenditure, or future opportunities.

Clause 14.14 – No Waiver

Failure to enforce a right does not constitute waiver. Ezzy Fit may enforce rights at any time.

Clause 14.15 – Cumulative Rights

Rights and remedies are cumulative and do not limit other rights.

Clause 14.16 – Australian Consumer Law

Nothing excludes non-excludable rights under the ACL.

Clause 15.1 – Commercial Allocation of Risk

The Distributor acknowledges that pricing reflects the allocation of commercial risk, Goods are for commercial distribution, the Distributor had opportunity to inspect, and limitations are fair and reasonable.

Clause 15.2 – Limitation of Liability

Total liability is limited to the remedies expressly provided for in this Agreement.

Clause 15.3 – Exclusive Remedies

Remedies are limited to repair, replacement, components, credit, or refund.

Clause 15.4 – No Liability for Cosmetic Rectification

No obligation to repaint, recolour, stain, colour-match, polish, sand, fill, grind, cosmetically repair, or attend site for cosmetic rectification.

Clause 15.5 – No Liability for Labour

No liability for labour, installation, removal, reinstallation, overtime, supervision, administration, project management, contractor costs, or subcontractor costs.

Clause 15.6 – No Liability for Equipment

No liability for cranes, excavators, forklifts, elevated work platforms, traffic control, temporary fencing, scaffolding, lifting equipment, transport equipment, or machinery hire.

Clause 15.7 – No Liability for Commercial Loss

No liability for loss of profit, revenue, contracts, opportunity, business interruption, financing, holding costs, increased operating costs, liquidated damages, contractual penalties, reputational damage, goodwill, or future economic loss.

Clause 15.8 – No Liability for Third-Party Claims

No responsibility for compensation paid to customers, builders, developers, contractors, subcontractors, consultants, engineers, or any third party unless agreed in writing.

Clause 15.9 – No Liability After Installation

No liability for visible defects once installed, cut, drilled, concreted, modified, painted, coated, incorporated, or resold. Installation = acceptance.

Clause 15.10 – Freight & Shipping Exclusion

No liability for shipping delays, customs delays, port congestion, freight forwarding, container detention, demurrage, quarantine inspections, government intervention, shipping line delays, or weather events.

Clause 15.11 – Force Majeure

No liability for delay or failure caused by events beyond reasonable control: natural disasters, floods, cyclones, fires, pandemics, epidemics, war, civil unrest, terrorism, strikes, lockouts, government restrictions, export/import restrictions, shipping interruptions, port closures, power shortages, raw material shortages, factory shutdowns, supplier failure, or cyber attacks.

Clause 15.12 – No Double Recovery

The Distributor shall not recover compensation more than once for the same alleged defect or loss.

Clause 15.13 – Duty to Mitigate

The Distributor must take all reasonable steps to minimise loss. Ezzy Fit is not liable for losses increased by failure to mitigate.

Clause 15.14 – Maximum Liability

Aggregate liability shall not exceed the amount paid for the specific Goods that are the subject of the claim.

Clause 15.15 – No Waiver by Assistance

Site inspections, technical advice, goodwill gestures, or negotiations do not constitute admission of liability, acceptance of responsibility, waiver, or agreement to compensate unless confirmed in writing by a Director.

Clause 15.16 – Manufacturer's Liability

The Goods are manufactured by an independent overseas factory, sourced through Fuzhou Lu Xiang Import & Export. Remedies apply irrespective of whether assessment is by Ezzy Fit, the factory, or an independent expert.

Clause 15.17 – Entire Risk Allocation

This Agreement allocates commercial risk and the purchase price reflects that allocation. The Distributor has had opportunity to negotiate.

Clause 15.18 – Australian Consumer Law Savings Clause

Nothing excludes non-excludable guarantees. Where legislation implies a non-excludable guarantee, liability is limited only to the extent permitted.

Clause 16.1 – Entire Agreement

This Agreement constitutes the entire agreement. Supersedes all previous negotiations, discussions, representations, quotations, correspondence, understandings and agreements.

Clause 16.2 – No Reliance

The Distributor has relied solely on the terms of this Agreement, Ezzy Fit's published technical and engineering documentation, and its own independent enquiries. It has not relied on any verbal statement, estimate, opinion, promise, forecast or representation not expressly contained in this Agreement.

Clause 16.3 – Variation

No amendment is effective unless in writing and signed by a Director of Ezzy Fit. No employee, contractor, sales representative, installer, consultant or agent has authority to vary.

Clause 16.4 – Notices

Notices must be in writing and may be served by email, registered post, personal delivery, or another method agreed. Deemed received immediately on personal delivery, 3 Business Days after posting, or on day of email transmission.

Clause 16.5 – Governing Law

Governed by the laws of Queensland, Australia. Parties submit to the exclusive jurisdiction of the courts of Queensland.

Clause 16.6 – Severability

If any provision is unlawful, invalid or unenforceable, it shall be severed to the minimum extent. Remaining provisions remain in full force.

Clause 16.7 – Waiver

Failure to exercise a right does not constitute waiver. Waiver is effective only if in writing and signed by a Director. A single waiver does not constitute a continuing waiver.

Clause 16.8 – Assignment

The Distributor shall not assign without prior written consent. Ezzy Fit may assign to a related entity or successor by written notice.

Clause 16.9 – Relationship of the Parties

Nothing creates a partnership, joint venture, agency, franchise, or employment relationship. The Distributor acts as an independent contractor.

Clause 16.10 – Force Majeure

Neither party is liable for delay or failure caused by events beyond reasonable control: natural disasters, floods, fires, cyclones, pandemics, government restrictions, war, terrorism, strikes, power outages, cyber attacks, supplier failure, raw material shortages, shipping interruptions, or port closures.

Clause 16.11 – Electronic Execution

This Agreement may be executed by electronic signature, scanned signature, digital signature, electronic acceptance through an online platform, or acceptance by conduct. Each method creates a legally binding agreement.

Clause 16.12 – Electronic Records

The parties agree electronic records (emails, invoices, purchase orders, quotations, shipping documents, freight records, photographs, videos, inspection reports, accounting records) may be relied upon as evidence.

Clause 16.13 – Survival

Payment obligations, confidentiality, IP, retention of title, PPSA rights, warranties, claims procedures, limitation of liability, indemnities, dispute resolution, and governing law survive termination.

Clause 16.14 – Good Faith

The parties agree to act honestly and in good faith when administering this Agreement. Nothing requires either party to surrender or compromise its legal rights.

Clause 16.15 – No Third-Party Rights

This Agreement is for the benefit of Ezzy Fit and the Distributor only. No third party has any right to enforce it.

Clause 16.16 – Counterparts

This Agreement may be executed in any number of counterparts. Each constitutes an original, and together they constitute one Agreement.

Clause 16.17 – Headings

Headings are for convenience only and do not affect interpretation.

Clause 16.18 – Australian Consumer Law

Nothing excludes non-excludable guarantees. Where legislation implies a condition, warranty or guarantee that cannot be excluded, liability is limited only to the extent permitted.

Clause 17.1 – Distributor Declaration

By signing, placing an order, paying a deposit, accepting delivery, collecting, reselling, installing, or otherwise dealing with the Goods, the Distributor declares it has read and understood this Agreement, had opportunity for independent advice, accepted the allocation of commercial risk, and accepted Ezzy Fit's inspection, warranty, claims, freight, shipping, and return procedures.

Clause 17.2 – Acknowledgement of Inspection Requirements

The Distributor acknowledges: all Goods must be inspected upon delivery; freight damage claims must be lodged within the required period; visible defects must be reported within the Inspection Period; Goods must not be installed where a visible defect is alleged; installation constitutes acceptance of all visible matters.

Clause 17.3 – Acknowledgement of Returns

No returns without an RMA. Ezzy Fit may require samples, selected Goods, or the entire shipment to be returned. The Distributor is responsible for initial return costs. Approval of an RMA is not an admission of liability.

Clause 17.4 – Acknowledgement of Warranty

Cosmetic variation is not necessarily a Manufacturing Defect. Colour variation between batches may occur. Goods are assessed against published specifications and tolerances. Contractual remedies are subject to non-excludable rights.

Clause 17.5 – Entire Commercial Relationship

This Agreement governs every commercial purchase unless otherwise agreed. Each purchase order, quotation, invoice and delivery forms part of this Agreement.

Clause 17.6 – Priority of Documents

Order of precedence: 1. This Agreement; 2. Written amendments; 3. Accepted quotation; 4. Purchase Order; 5. Invoice; 6. Installation Guide; 7. Technical Data Sheets; 8. Engineering Documentation; 9. Product brochures; 10. Marketing material.

Clause 17.7 – Schedules Form Part of Agreement

The following schedules form part of this Agreement:

Clause 17.8 – Updates to Schedules

Ezzy Fit may update Schedules to reflect product improvements, engineering changes, manufacturing changes, legislative changes, safety requirements, or operational improvements. Updated schedules apply to future orders from the date issued.

Clause 17.9 – Distributor Confirmation

The Distributor confirms it understands this Agreement, accepts all obligations, has had opportunity to negotiate, and accepts that pricing reflects the allocation of commercial risk.

Schedule A – Distributor Inspection Checklist

• Container condition on arrival – photograph any damage
• Packaging integrity – note broken straps or torn wrapping
• Pallet condition – document damaged pallets
• Quantity verification – count all items against packing slip
• Product identification – verify product codes and colours
• Visible defects – inspect for scratches, chips, cracks
• Colour consistency – compare with previous batches
• Documentation – ensure all shipping documents are present

Schedule B – Freight Damage Report Form

Submit to [email protected] within 48 hours of Delivery. Include Distributor name, container number, invoice number, date of delivery, damage description, quantity affected, and photographs.

Schedule C – Product Warranty Claim Form

Submit to [email protected] within 7 days of Delivery. Include Distributor name, invoice number, purchase order number, batch number, product description, quantity affected, date of installation (if applicable), detailed description, and photographs.

Schedule D – Return Merchandise Authorisation (RMA)

Issued by Ezzy Fit. Includes RMA number, Distributor name, invoice number, product description, quantity authorised, reason for return, instructions, and return address. RMA is NOT an admission of liability.

Schedule E – Storage & Handling Requirements

• Store on level, stable surface; keep clear of standing water
• Adequately support products to prevent warping
• Protect from impact, chemicals, and excessive heat
• Do not stack beyond recommended heights
• Use appropriate lifting equipment; exercise care during unloading

Schedule F – Installation Requirements

• Install in accordance with Ezzy Fit's latest Installation Guide
• Only competent, qualified persons may install
• Inspect ALL Goods BEFORE installation
• Do not mix products from different manufacturing batches where colour consistency is important
• Do not install Goods you suspect are defective
• Stop work immediately if any issue is identified during installation

Schedule G – Manufacturing, Colour & Dimensional Tolerances

• Colour: May vary between production batches; variation within published samples is acceptable
• Dimensions: Published dimensions are nominal; minor variations within industry standards are acceptable
• Cosmetic: Minor surface marks, handling marks, and slight texture variation are commercially acceptable

Schedule H – Engineering Design & Certification Requirements

• Distributor is responsible for project-specific engineering design
• General product information does not replace site-specific engineering
• Obtain all required certifications and approvals
• Installation must comply with Australian Standards

Schedule I – Approved Marketing & Branding Guidelines

• Use Ezzy Fit logos and branding as supplied; do not alter
• Use only current product information
• Do not make unauthorised product claims
• Advertising must be truthful and accurate

Schedule J – Distributor Code of Conduct

• Conduct business professionally and ethically
• Comply with all applicable laws
• Protect the reputation of Ezzy Fit
• Provide accurate product information
• Maintain appropriate insurance
• Do not make unauthorised settlements
• Keep confidential information confidential
• Do not circumvent Ezzy Fit's supply chain
• Provide professional customer service