Effective Date: 1st September 2026
These terms apply to every quotation, order and supply of goods or services by East Coast Polyurethanes Pty Ltd (ABN 19 624 105 666)
(“ECP”) to its customer (“the Customer”), unless ECP agrees otherwise in writing signed by ECP’s Commercial Director or a Company
Director.
- Payment terms
Payment is due 30 days from the date of ECP’s invoice. Payment must be made in full without set off, deduction or counterclaim.
Payment is made when cleared funds are received by ECP. Payments are applied first to costs and interest, then to the oldest outstanding
invoice.
- Credit limit and suspension of supply
ECP will notify the Customer of the credit limit approved. ECP may review, reduce or withdraw the credit limit, or place the account on
hold, where an invoice is overdue, the credit limit would be exceeded, or ECP becomes aware of a material adverse change in the
Customer’s financial position or ownership.
ECP will give the Customer written notice of a reduction or withdrawal of credit, and will still supply against orders already accepted where
the Customer pays for those orders in advance or on delivery.
- Interest on overdue amounts
ECP may charge interest on any amount not paid by the due date at the Reserve Bank of Australia cash rate plus 4% per annum, calculated
daily from the due date until payment in full. ECP will notify the Customer in writing before interest is first charged on an account.
- Recovery costs
The Customer must pay ECP’s reasonable costs actually incurred in recovering an overdue amount, including mercantile agent fees and
legal costs on a solicitor and own client basis. ECP will provide evidence of those costs on request.
- Retention of title and security interest (PPSA)
In this clause “PPSA” means the Personal Property Securities Act 2009 (Cth) and words defined in the PPSA have the same meaning here.
(a) Legal and equitable title in goods supplied by ECP does not pass to the Customer until ECP has received payment in full of all amounts
owing by the Customer to ECP on any account. Risk in the goods passes to the Customer on delivery.
(b) Until title passes, the Customer holds the goods as bailee for ECP, must store them so that they are clearly identifiable as ECP’s goods,
and must keep them insured.
(c) The Customer may sell or use the goods in the ordinary course of business. Where it does, it holds the proceeds on trust for ECP in a
separate account to the extent of the amount owing to ECP.
(d) These terms create a security interest, and a purchase money security interest, in favour of ECP in all goods supplied and their proceeds
to secure the amount owing. The Customer consents to ECP registering that security interest on the Personal Property Securities Register
and must do whatever ECP reasonably requires to enable registration and perfection, including providing the Customer’s correct legal
name, ABN and, where the Customer is a trustee, the ABN of the trust.
(e) The Customer waives its right under section 157 of the PPSA to receive a verification statement, and the parties agree that sections 95,
118, 121(4), 130, 132(3)(d), 132(4), 135, 142 and 143 of the PPSA do not apply, to the extent permitted by section 115.
(f) Where an amount is overdue, ECP may recover goods in which it retains title. ECP will give the Customer reasonable notice before
entering premises to do so, except where entry is required urgently to prevent the loss, removal or deterioration of the goods, and will
cause as little disruption and damage as reasonably practicable.
- Prices, quotations and orders
Prices are those in ECP’s written quotation. A quotation is valid for 30 days unless it states otherwise and is not an offer capable of
acceptance until ECP accepts the Customer’s order in writing. Every quotation is made, and every order is accepted, on these terms only.
Terms in the Customer’s purchase order or any other document that add to or differ from these terms do not apply unless accepted in
writing by ECP’s Commercial Director or a Company Director, and neither commencement of manufacture nor delivery constitutes
acceptance of them.
Where ECP’s cost of raw materials, freight or labour increases by more than 5% between the date of a quotation and ECP’s receipt of the
Customer’s purchase order or other written acceptance of the quotation, ECP may pass on that increase by written notice, and the
Customer may cancel the affected part of the order without charge within seven days of that notice.
The Customer may request a variation to an order in writing. ECP will provide a quotation for the variation covering price, any revised
delivery date and any costs of work already in progress, and the variation binds both parties once it is accepted in writing.
East Coast Polyurethanes Pty Ltd | Terms and Conditions of Sale | v2026.2 | Page 1 of 2
- Delivery
Unless the quotation states otherwise, delivery is ex works / FCA ECP’s factory (Incoterms 2020), with delivery to site available as a
separately priced item. Where fabrication drawings require the Customer’s approval, the lead time for the affected goods commences on
ECP’s receipt of written approval, and the delivery date extends automatically where the Customer’s review exceeds 10 Business Days.
Delivery times are estimates. The delivery date extends by any delay caused by the Customer’s acts, late approvals or late supply of free
issue materials. ECP will keep the Customer informed of any material delay and is not liable for delay caused by an event beyond its
reasonable control, but the Customer may cancel an undelivered order without charge where delivery is delayed by more than 30 days
beyond the agreed date by causes within ECP’s control, except where manufacture of the goods has commenced. Except as set out in this
clause, ECP has no liability for delay in delivery unless expressly agreed in writing.
- Claims, defects, warranty and liability
The Customer must inspect goods on delivery and notify ECP in writing of any shortage, damage or visible defect within seven days of
delivery, and of any other defect within 30 days of the date the defect became apparent, so that ECP has a fair opportunity to inspect.
ECP warrants the goods against defects in materials and workmanship for 18 months from delivery or 12 months from installation,
whichever is greater. This warranty does not cover ordinary wear, misuse, or damage occurring after delivery.
Nothing in these terms excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded, including under the
Australian Consumer Law. Where ECP is permitted to limit its liability, its liability is limited, at ECP’s election, to replacing or repairing the
goods, supplying equivalent goods, or paying the cost of doing so.
ECP’s liability for any defect in or failure of the goods, including under the warranty in this clause and any guarantee that may lawfully be
limited, is capped at 100% of the price paid for the goods concerned. ECP’s total liability otherwise in connection with an order is capped at
the greater of the price payable under that order and any insurance proceeds recoverable by ECP in respect of the claim. Neither party is
liable to the other for indirect or consequential loss, including loss of profit, revenue or business interruption.
- Cancellation and returns
Goods made to the Customer’s specification cannot be cancelled or returned once manufacture has commenced, except where they are
defective. Stock items may be returned within 30 days, in original condition, subject to ECP’s prior written agreement and a restocking
charge of no more than 15%.
- Change of ownership or details
The Customer must notify ECP in writing within seven days of any change to its name, ABN or ACN, ownership, control, directors, trustee or
registered address. The Customer remains liable for all goods supplied on the account until ECP receives that notice in writing.
- Default and termination
The Customer is in default if it fails to pay an amount by its due date, breaches these terms and does not remedy the breach within 14 days
of written notice, or becomes insolvent. On default, ECP may suspend or cancel supply, require all amounts owing to be paid immediately,
and exercise its rights under clause 5.
Either party may terminate the trading relationship by giving 30 days written notice to the other. Termination does not affect any order
already accepted or any amount already owing.
- Intellectual property and confidentiality
All intellectual property in ECP’s designs, drawings, specifications, formulations, tooling, moulds, manufacturing processes and
performance data remains the property of ECP. The Customer may use ECP’s drawings and documentation solely to install, operate,
maintain and repair the goods supplied, and must not reverse engineer the goods, or disclose ECP’s drawings, specifications or pricing to
any third party (including for the purposes of re-procurement or re-tendering), without ECP’s prior written consent. Any improvement to or
development of ECP’s intellectual property arising in connection with the supply vests in ECP on creation.
Each party must keep the other’s confidential information, including quotations and pricing, confidential and use it only for the purposes of
supply under these terms. These confidentiality obligations survive for five years after the last supply under these terms.
- Access to premises
Any inspection or witnessing of testing at ECP’s premises takes place by prior written agreement, at agreed times, accompanied by ECP and
subject to ECP’s site and safety requirements. Nothing in these terms or in any order gives the Customer or any third party a right of entry,
audit or expediting at the premises of ECP or its suppliers. Where the Customer inspects or witnesses testing of the goods at ECP’s
premises before delivery, the goods are taken to be technically accepted on completion of that inspection, without affecting the
Customer’s rights under clause 8.
- Privacy
ECP collects, uses and discloses personal information in accordance with the Privacy Act 1988 (Cth) and its privacy policy, and, where the
Customer holds or has applied for a credit account with ECP, as set out in the credit application.
- Variation of these terms
ECP may vary these terms by giving the Customer at least 30 days written notice. The varied terms apply to orders placed after the notice
period ends. If the Customer does not accept the variation it may terminate the trading relationship before the varied terms take effect,
without penalty.
- Governing law
These terms are governed by the law of New South Wales and the parties submit to the non exclusive jurisdiction of the courts of that
State.
