Additional Expenses: Refers to any fees, expenses, taxes (including GST), duties, and disbursements imposed by these Terms, including but not limited to delivery and freight charges, remote or regional location charges, cancellation fees, restocking fees, storage fees, merchant fees, and dishonour fees.

Credit Account: Refers to the approved account that allows You to purchase Goods on credit in accordance with these Terms.

Customer: Refers to any person, firm, or company placing an order with Us for the purchase of Goods pursuant to these Terms, any Quote or Order, and includes Your agents and permitted assigns (all of which are referred to as “You” and “Your”).

Due Date: Refers to the date listed on Our invoice for Your payment of Goods and Additional Expenses.

Force Majeure: Refers to events or circumstances outside a party’s reasonable control, including but not limited to war, strikes, lockouts, epidemics and pandemics, industrial disputes or civil unrest, government restrictions or intervention, transport delays, fire, act of God, storm or flood, theft, and vandalism.

Goods: Refers to products, equipment, merchandise, and other goods supplied by Us to You pursuant to any Quote, Order, and/or these Terms.

Insolvency Event: Refers to any circumstances where We reasonably believe that You are unable to pay Your debts as and when they fall due or You have suffered a material adverse change in Your financial circumstances.

Loss: Refers to any claim, demand, cause of action, loss and damage, liability, costs (including legal costs on an indemnity basis), expenses (including any GST payable), and is not limited by the Losses which were contemplated by the parties at the time of entering into these Terms.

Order: Refers to an order for the purchase of Goods placed by You, including special or custom Orders.

PPS Law: Refers to the Personal Property Security Act 2009 (Cth) (PPS Act) and any regulation made at any time under the PPS Act (each as amended from time to time); and any amendment made at any time to any other legislation as a consequence of a PPS Law.

Quote: Refers to a written description and price of the Goods to be supplied by Us and valid for 30 days.

Supplier: Refers to the entity specified in these Terms as supplying Goods to You and includes any associated, related, subsidiary and parent companies, successors, and assigns (all of which are referred to as “Us”, “We” and “Our”).

Website: Refers to www.smic.co as redirected from time to time.

In these Terms:

(a) A Business Day: Refers to any day except Saturday, Sunday or a public holiday in the location where the Goods are being supplied.

(b) Writing: Includes email and any communication through Our Website.

(c) Terms: Refers to these Terms and Conditions of Business.

(d) Clause or Paragraph: Refers to these Terms.

(e) Party: Refers to a party to these Terms or any other document or arrangement and includes that party's executors, administrators, successors, and permitted assigns.

(f) Defined Expression: Refers to an expression that has a corresponding meaning in another part of speech or grammatical form.

(g) Headings: For ease of reference only and do not affect the meaning or interpretation of these Terms.

(h) Includes or Including: Not limiting and should be read as if the words were ‘but not limited to’ follow.

(i) Non-Business Day: Refers to a day that is not a Business Day. If these Terms require something to be done on a non-Business Day

At SMIC.co, we strive to make the ordering and supplying process as smooth as possible. Here are some important points to keep in mind regarding prices, quotations, and orders:

• We may issue a Quote to you, but please note that a Quote is not an offer from us to supply Goods to you. We reserve the right to vary or cancel any Quote before an Order is accepted.

• You can purchase Goods by placing an Order with us, but please ensure that the person placing the Order is authorized by you to do so.

• Orders may be subject to minimum amounts as determined by us at our sole discretion from time to time.

• We may vary or cancel any Quote before an Order is accepted, including the price of Goods.

• We reserve the right to accept or decline any Order and will notify you in writing or by supplying the Goods to you.

• If you do not have a Credit Account, we will not be deemed to have accepted your Order until payment in full has been made (by cash, EFT, or cheque).

• We may ask you to pay a deposit for an Order at any time and in any amount that we advise from time to time. The balance of the Order must be paid as directed by us.

• Please note that you may only cancel a special or custom Order up to 24 hours after submitting the Order to us. If you cancel a special or custom Order more than 24 hours after submission, you must pay for the full price of the Order and any cancellation fees that we may impose at rates from time to time.

• A special or custom Order includes Orders for Goods that we do not ordinarily stock in our product lists, Goods that we do not have in stock at the time you place your Order and which require us to place a one-off stock order or delivery, Goods that we order from third-party suppliers on your behalf, and/or Goods with specifications that are custom or bespoke to you.

• You may cancel any other Order up to 14 days prior to a scheduled delivery without incurring any cancellation fees. If you cancel an Order within 14 days of a scheduled delivery, we may charge you cancellation fees at rates advised by us from time to time.

• Prices of Goods specified on any of our price lists or Quotes are applicable as at the date of despatch ex-warehouse and are subject to change from time to time without notice to you.

• Unless the parties agree differently in writing, the price you must pay for Goods is the price specified in our invoice, including any Additional Expenses.

Supply and Delivery:

We take various measures to ensure the safety of your personal information. We use a secure server and SSL technology to encrypt your sensitive information during transmission. After a transaction, your private information (such as credit card information) will not be stored on our servers.

• We may issue a Quote to you, but please note that a Quote is not an offer from us to supply Goods to you. We reserve the right to vary or cancel any Quote before an Order is accepted.

• You can purchase Goods by placing an Order with us, but please ensure that the person placing the Order is authorized by you to do so.

• Orders may be subject to minimum amounts as determined by us at our sole discretion from time to time.

• We may vary or cancel any Quote before an Order is accepted, including the price of Goods.

• We reserve the right to accept or decline any Order and will notify you in writing or by supplying the Goods to you.

• If you do not have a Credit Account, we will not be deemed to have accepted your Order until payment in full has been made (by cash, EFT, or cheque).

• We may ask you to pay a deposit for an Order at any time and in any amount that we advise from time to time. The balance of the Order must be paid as directed by us.

• Please note that you may only cancel a special or custom Order up to 24 hours after submitting the Order to us. If you cancel a special or custom Order more than 24 hours after submission, you must pay for the full price of the Order and any cancellation fees that we may impose at rates from time to time.

• A special or custom Order includes Orders for Goods that we do not ordinarily stock in our product lists, Goods that we do not have in stock at the time you place your Order and which require us to place a one-off stock order or delivery, Goods that we order from third-party suppliers on your behalf, and/or Goods with specifications that are custom or bespoke to you.

• You may cancel any other Order up to 14 days prior to a scheduled delivery without incurring any cancellation fees. If you cancel an Order within 14 days of a scheduled delivery, we may charge you cancellation fees at rates advised by us from time to time.

• Prices of Goods specified on any of our price lists or Quotes are applicable as at the date of despatch ex-warehouse and are subject to change from time to time without notice to you.

• Unless the parties agree differently in writing, the price you must pay for Goods is the price specified in our invoice, including any Additional Expenses.

How We Get Paid:

At SMIC.co, we understand the importance of prompt payment and strive to make the payment process as simple and transparent as possible. Here are some important points to keep in mind regarding payment:

• Unless the parties agree differently in writing, you must pay for Goods and all Additional Expenses by the Due Date.

• All amounts payable are exclusive of GST (unless expressly stated otherwise). You must pay us GST imposed on any supply of Goods made under these Terms at the same time as payment for the Goods.

• If you believe you have a set-off claim against us, you cannot withhold payment of any invoice on that basis without our prior written consent.

• Payment must be made in a manner approved by us. Please note that certain payment methods may attract Additional Expenses, and you agree to those Additional Expenses, including surcharges, payment processing fees, dishonour fees, and other costs at amounts advised by us from time to time.

• If you do not pay for Goods by the Due Date, in addition to any other remedies we have, we may:

• Charge you interest on all overdue accounts at a rate which is 4% higher than the cash rate last published by the Reserve Bank of Australia as at the Due Date, calculated and payable daily and compounded from the due date until the invoice is paid in full. The parties agree that this interest charge is not a penalty, but a true measure of damages incurred by us.

• Require you to pay cash on delivery of any further Goods.

• Suspend any further deliveries of Goods or cease supplying Goods to you.

• Demand your immediate payment of all outstanding amounts.

• Retain any amounts paid by you.

• Preclude you from participating in any special deals, discounts, bonus payments redemptions, rebates, and all other incentive programs until your account is no longer overdue.

Credit Accounts:

• You may apply for a Credit Account with us to purchase Goods. Please note that we have no obligation to provide or continue providing credit facilities to you. You are not entitled to credit facilities until you receive an approved Credit Account with us.

• A Credit Account must only be used by you and cannot be assigned, transferred or made available for use by any other entity or person (including by a subsequent purchaser of you) without our prior written consent.

• Any credit limit placed on your Credit Account is for our administrative purposes only and does not constitute a term of this or any other contract you have with us.

• If you exceed the credit limit placed on your Credit Account, we may require you to make immediate payment on your Credit Account to reduce the surplus credit limit before accepting any further Orders.

• You authorize us to debit your Credit Account with the price of Goods supplied to you and all other amounts owed by you (including Additional Expenses and interest payable under these Terms).

• We may credit any payments received from you first against any interest charges and Additional Expenses. We may also set-off any credit amount that we owe to you against any debt you owe to us.

• Time is of the essence in relation to payment, and this section survives expiry or termination of these Terms.

At SMIC.co, we take risk management and payment security seriously. Here are some important points to keep in mind regarding risk and ownership:

• Unless the parties agree differently in writing, all risk in the Goods passes to you when the Goods are collected by you (or your agent, representative, or nominated carrier) or dispatched from our premises (whether by us or a third-party delivery agent).

• Legal ownership of any Goods does not pass to you until we have received all amounts owing by you on any account whatsoever with us, including any Additional Expenses.

• Until legal ownership of the Goods passes to you, you hold the Goods for us as a bailee. You must store the Goods separately from your own or anyone else's Goods. Storage must be in a way that clearly identifies the Goods as our property and prevents the Goods from being damaged or spoiled.

You may resell any Goods before legal ownership passes to you, provided that you:

• Resell the Goods to a third party in the ordinary course of business.

• Act in any transaction as our fiduciary agent.

• Hold the proceeds of sale of Goods on trust for us and in a separate account with separate records.

• Account to us for those proceeds or any other payment made, and Allow us to inspect any records of payments received for Goods.

• If you do not pay for any Goods by the Due Date or you suffer an Insolvency Event, then we may repossess the Goods wherever they are located. You irrevocably grant us (including our agents or any other nominated representative) an unrestricted right and license to enter any premises occupied by you without notice for the purpose of identifying and repossessing any of the Goods. We reserve these repossession rights without being liable to you or any other third party in any way.

9. (a) By accepting these Terms, you acknowledge that they constitute a security agreement under the Personal Property Securities Act 2009 (PPSA) and create a security interest in the Goods supplied by us, as well as any proceeds of the sale of those Goods, for the purpose of securing payment for the Goods.

10. (b) Each sale or supply of Goods under these Terms is subject to the security agreement established by the PPSA.

11. (c) We may register a financing statement on the Personal Property Securities Register (PPSR) to reflect our Security Interest in the Goods and the proceeds of their sale, including a purchase money security interest (PMSI), as defined by the PPSA.

12. Assurances:

13. (d) You are required to do everything necessary and provide all information and documents reasonably required to enable us to acquire a perfected Security Interest in the Goods, including:

• ensuring that any Security Interest created under these Terms attaches to the intended collateral, is enforceable, perfected, and has the priority required by us;

• enabling us to prepare and register a financing statement or financing change statement;

• enabling us to register a PMSI under the PPSA;

• enabling us to exercise and maintain our rights and powers with respect to any such Security Interest.

• enabling us to exercise and maintain our rights and powers with respect to any such Security Interest.

  If you dispose of the Goods, you must:

• immediately pay us any proceeds to reduce any amounts owing to us, in accordance with subsection 14(6)(c) of the PPSA, unless we specify otherwise in writing;

• Not allow any other charge or security interest to exist over those proceeds without our prior written consent if that security interest could rank ahead of our Security Interest.

• If a higher-priority security interest does arise in the Goods despite your obligations under this section, you must:

• ensure that you receive cash proceeds for the Goods of at least equal to their market value;

• immediately pay those proceeds to us to reduce any amounts owing to us, which we may apply towards amounts owing by you to us as we see fit.

• You must not change your business name, structure, status or partnership, or assign or sell your business to another party, or initiate any change to any registered documentation or act in any other manner that would affect our registered Security Interest without our prior written consent. You acknowledge that your liability under these Terms is not affected by such an event until we approve a new application for credit in your restructured or changed entity name in writing.

• You must not change your business name, structure, status or partnership, or assign or sell your business to another party, or initiate any change to any registered documentation or act in any other manner that would affect our registered Security Interest without our prior written consent. You acknowledge that your liability under these Terms is not affected by such an event until we approve a new application for credit in your restructured or changed entity name in writing.

(e) This section survives the termination or expiry of these Terms

(f) You must not allow any third party to obtain any security interest in the Goods for any sale without our prior written consent.

(g) This section is subject to the other provisions of these Terms, and any inconsistencies will be resolved in accordance with these Terms.

Exclusion of Notices and Other Obligations:

Third-party manufacturers or suppliers may provide warranties for the goods we supply, but we do not offer any additional warranties beyond those provided by them. Except as outlined in the Act or our separate warranty terms and conditions, we do not make any guarantees, warranties, or representations regarding the goods supplied under these terms. All other implied conditions and warranties, including those regarding the quality, merchantability, or fitness for purpose of the goods, are excluded to the extent permitted by law. It is your responsibility to ensure that the goods are suitable for your intended use, and you acknowledge that any sample goods provided may differ from the goods supplied.

Limitation of Our Liability:

Our liability to you may be limited under these terms by our choice of re-supplying the goods, repairing the goods, paying the cost of repairing the goods, or reimbursing some or all of the invoice value paid by you for the goods, to the extent permitted by law. Our liability to you, including in cases of breach of these terms, tort law, or negligence, will not exceed the price of the goods supplied to you. We are not liable for any indirect or consequential loss of any kind, such as loss of profits, sales, market, goodwill or reputation, or third-party claims. We are not liable for any loss related to the goods if they have not been paid for, have been abused, misused, or neglected by you, have been used for an illegal purpose, have been incorrectly repaired, altered or modified, have been subject to abnormal conditions such as environment, temperature, water, fire, humidity, pressure or other stress, or if any loss is the result of your failure to assemble, use, handle, and maintain the goods in accordance with our care and maintenance recommendations or industry-accepted standards. Neither party will be liable for a breach of these terms that is wholly or partly caused by a Force Majeure event, but this exclusion does not affect your obligation to pay for the goods supplied Indemnities.

To the extent permitted by law, you must indemnify us against any loss that we may suffer or incur as a result of any act or omission by you or any entity or person you are responsible for in relation to the goods and/or these terms. This includes, but is not limited to, any breach of these terms by you, your negligence, your failure to perform the obligations in these terms, third-party claims against us, and any claim made by you against us. Specifically, you must indemnify us (or our agents, employees, or contractors) for all legal costs we incur as a result of any breach, act, or omission by you under these terms, including legal or mercantile agent fees on an indemnity basis in the recovery or attempted recovery of any overdue amount.

To the extent permitted by law and for the purposes of sections 115(1) and 115(7) of the PPSA, we do not need to comply with certain sections of the PPSA, and you agree to waive your rights to receive any notice that is required by any provision of the PPSA before a secured party or a receiver exercises a right, power, or remedy. You also agree not to exercise your rights to make any request of us under section 275(6) of the PPSA or to authorize the disclosure of any information under that section or to waive any duty of confidence that would otherwise permit non-disclosure under that section. The parties must not disclose information of the kind mentioned in section 275(1) of the PPSA except in certain circumstances where disclosure is required by the PPSA or we disclose information of that kind to the extent that we are not doing so in response to a request made by an "interested person" pursuant to section 275(1) of the PPSA. If you default in the timely performance of any obligation owed to us, we may enforce the Security Interest by exercising all or any of our rights under these terms, the general law, and the PPSA. Nothing in this part limits or is limited by any other provision of these terms and conditions or any other agreement between the parties.

Neither party can exclude or limit the application of any statute, including the Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law, where doing so would contravene that statute or render any provision of these terms void. These terms do not modify, restrict, or exclude any conditions, warranties, undertakings, or other legal rights under the Act or any other applicable law regarding the supply of goods that cannot be modified, restricted, or excluded. We provide various warranties for Smic.co branded goods, subject to the separate terms and conditions of warranty listed on our website. Third-party goods that are not manufactured by us or Smic.co branded are subject solely to the warranties, if any, specified by the manufacturer or supplier.

You indemnify us against and must pay us for any loss that we may suffer or incur as a result of any act or omission by you (or any entity or person that you are responsible for) in relation to the goods and/or these terms. This includes any breach of these terms by you, your negligence, your failure to perform the obligations in these terms, third-party claims against us, and any claim made by you against us. This indemnity is separate and independent from your other obligations under these terms or at law and survives termination of these terms. However, this indemnity does not apply to loss that is directly caused by our breach of these terms or our negligence.

You are responsible for paying us for certain costs and losses that we may incur, including but not limited to: any action taken to secure any charge; any government rates, taxes (including GST), or charges levied on or in connection with the credit account, supply of goods, and any deed of guarantee, indemnity, and charge; all costs associated with the registration, maintenance, and withdrawal of any security interest created under these terms; any loss we incur by fulfilling a special or custom order for you; any loss we incur by you cancelling your order less than 14 days prior to a scheduled delivery; any loss arising out of delivery of the goods caused by you; any loss associated with a complaint or warranty claim where no defect is found in the goods; any loss arising out of your attendance at our premises; and any damage to the goods that occurs between the time that risk in the goods passes to you and the time that the full price of the goods is paid by you to us.

(a) We are not obligated to accept returns of Goods or provide credits unless we have agreed to do so in writing. While we will not unreasonably withhold a claim for return or credit, the decision to accept a return or issue a credit is at our discretion.

(b) All claims for returns or credits are subject to our returns policy, as outlined on our website.

(c) If you wish to return Goods, you must notify us in writing within 14 days of receiving them and follow our returns policy. Failure to provide such notice may result in us rejecting your claim.

(d) Unless agreed otherwise in writing, you are responsible for all Additional Expenses associated with returning Goods, including reasonable restocking, disposal, or repacking charges at amounts specified by us from time to time.

DISPUTE RESOLUTION

(a) In the event of a dispute related to the Goods or these Terms, you must follow this procedure:

1. Notify us of the dispute in writing.

2. enabling us to prepare and register a financing statement or financing change statement;

3. Have your senior management representatives attempt to resolve the dispute with ours within 30 days (or any other agreed-upon period).

4. If the dispute remains unresolved after 30 days, we may choose to resolve it via mediation at the Australian Disputes Centre (ADC) in accordance with their guidelines. This paragraph will continue to apply even after the termination of these Terms.

5. You must not initiate legal proceedings (except for interlocutory relief) until after you have followed this dispute resolution procedure

   You must not oppose our application for a stay of legal proceedings in relation to the dispute pending the completion of this dispute resolution procedure.

6. Both parties must continue to fulfill their obligations under these Terms despite any disputes that may arise.

7. All information related to the dispute must remain confidential, and parties may not use any information obtained during the dispute resolution process for any purpose beyond attempting to settle the dispute.

8. If we have a dispute related to the Goods or these Terms, we may refer the dispute for resolution under this procedure

TERMINATION

(a) We may exercise Our Termination Rights by providing written notice to You, which may include:

1. Suspending or canceling the supply of Goods, including any current Orders;

2. Suspending or terminating Your Credit Account, if applicable;

3. Requiring immediate payment of any amounts due and payable, regardless of whether the Due Date has expired;

4. Registering a default with any credit reporting agency, where applicable;

5. Enforcing Our rights under any Security Interest;

6. Suspending or terminating the contract created by these Terms.

(b) We may exercise Our Termination Rights immediately when:

1. You fail to pay for Goods and any Additional Expenses by the Due Date;

2. You exceed the limit of Your Credit Account;

3. You breach a material term of these Terms;

4. A Force Majeure Event occurs, delaying or preventing performance of the whole or any part of these Terms;

5. You allow distress to be levied or a judgment, order, or security to be enforced against Your property, including under the PPSA;

6. You engage in illegal activity related to the Goods;

7. You engage in conduct that, in Our reasonable opinion, may damage Our goodwill or reputation;

8. An Insolvency Event occurs

(c) Either party may terminate these Terms:

1. Immediately by written notice if the other party is in breach of a material term of these Terms and the breach is not rectified within seven days of the written notice; or

2. By giving the other party 14 days’ written notice in all other circumstances.

(d) If these Terms are terminated:

1. We may recover any of Our property, including related data, documentation, and records in Your possession, custody, or control;

2. We may recover any unpaid sums on Your account;

3. We may recover from You any Loss sustained as a consequence of the termination, including loss of the benefits that the performance of these Terms would have conferred upon Us;

4. We will be discharged from any further obligations under these Terms;

5. We may pursue any additional or alternative remedies provided by law.

PRIVACY:

We may collect your personal and credit information in accordance with our Privacy Policy, which complies with the Australian Privacy Principles and related laws. By dealing with us, you consent to the collection of this information. To obtain a copy of our Privacy Policy, please contact us in writing or visit our website.

GENERAL:

(a) Clauses that are intended to survive expiry or termination of these Terms will continue to apply.

(b) Failure to exercise or delay in exercising any right, power, or remedy under these Terms does not constitute a waiver. Any waiver must be made in writing to be valid and binding.

(c) If any part of these Terms becomes void or unenforceable, the remaining parts will remain in full force and effect.

(d) These Terms may be executed in any number of counterparts, each of which constitutes a duplicate original, but all counterparts together form one agreement.

(e) Notices may be sent by prepaid post, facsimile, email, or courier to the address of a party as set out in the Contract or subsequently notified. Notices must be in writing to have legal effect.

(f) Notices are deemed delivered and received on the day if by hand, courier, email, or fax, or on the second business day after posting.

(g) All communications between parties, including purchase orders, must be in writing. You agree to communicate and receive invoices by email.

(h) You agree that email communications constitute an "electronic communication" within the meaning of the Electronic Transactions Act 2000 (QLD).

(i) You agree that the receipt and service of notices via email are "an information system for the purpose of receiving electronic communications" within the meaning of the Act.

(j) Evidence of the dispatch of an email by us is also prima facie evidence of receipt by you. The time of receipt is deemed to be twenty (20) seconds after the time of dispatch unless proven otherwise.