Terms & Conditions of Trade

1. Definitions and Interpretations

1.1 “Apex Display” means Apex Display Pty Ltd (ABN 86 677 864 523), an Australian company, its successors and assigns.

1.2 “Customer” means the person, company, or entity requesting Goods or Services from Apex Display, and includes any person acting on behalf of or with the authority of that person or entity.

1.3 “Contract” means the terms and conditions contained in these terms, together with any quotation, order, invoice or other document expressed to be supplemental to this Contract.

1.4 “Goods” means any goods manufactured, imported, or supplied by Apex Display to the Customer at the Customer’s request, including display products, shelving and fitout systems, fixtures, and related retail equipment, and any components, accessories, or parts of the foregoing.

1.5 “Services” means any installation advice, design, drawing, consultation, or other non-Goods service supplied by Apex Display to the Customer at the Customer’s request.

1.6 “Made-to-Order or Special Order Goods” means Goods manufactured, assembled, finished or procured specifically for a Customer order, including custom finishes, materials, configurations or quantities not normally held as standard stock.

1.7 “Stock Goods” means packaged inventory items normally held for resale.

1.8 “Price” means the Price payable (plus GST and freight) for the Goods, expressed in Australian Dollars (AUD), as agreed between Apex Display and the Customer.

1.9 “GST” means Goods and Services Tax as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).

1.10 “Government Entity” means a department, agency, or statutory body of the Commonwealth of Australia, or of a State or Territory government, or a local government authority.

2. Acceptance

2.1 A binding order on these terms is formed when the Customer approves a quotation, issues a purchase order, places an order through the website, or otherwise confirms acceptance in writing. Quotations are valid for thirty (30) days unless stated otherwise.

2.2 These terms and conditions prevail over any terms and conditions contained in any purchase order or other document submitted by the Customer, unless expressly agreed in writing by a Director of Apex Display.

2.3 Acceptance of a purchase order does not constitute acceptance of the Customer’s procurement terms.

2.4 The Customer acknowledges that the supply of Goods on credit is subject to credit approval.

2.5 Apex Display supplies Goods only to businesses with a valid ABN. By placing an order, the Customer confirms it holds a valid ABN and is acquiring the Goods for business purposes.

3. Errors and Omissions

3.1 Apex Display accepts no liability in respect of any inadvertent error or omission in any quotation, order confirmation, invoice, marketing material, or other document (hard copy or electronic) supplied by Apex Display. This clause does not limit any right the Customer may have under the Australian Consumer Law, including in respect of misleading or deceptive conduct.

3.2 Where an error or omission is identified, Apex Display may correct it and the Contract will continue. If the correction would materially increase the Price, or otherwise materially and unfavourably change what the Customer ordered, the Customer may cancel the affected order (or the affected part) and receive a refund of any amounts paid for the cancelled Goods.

4. Change in Control

4.1 The Customer must promptly notify Apex Display in writing of any change of ownership of the Customer, or of its name, ABN, address or trustee. If the Customer fails to comply with this clause, the Customer is liable for Apex Display’s reasonable costs of identifying, locating, or recovering payment from the correct entity, including any collection agency, credit reporting, or legal costs reasonably incurred for that purpose.

5. Online Ordering and Website

5.1 Apex Display does not guarantee the website’s performance or the availability of any particular Goods displayed online.

5.2 The Customer will automatically receive an order confirmation email after placing an order through the website. Apex Display will contact the Customer if it identifies an issue with the order, including pricing, freight or the availability of Goods, and will work with the Customer to resolve it. If the issue cannot be resolved, Apex Display may cancel the affected order or part of the order and refund any amount paid for the cancelled Goods.

5.3 Apex Display is not liable for any losses resulting from online ordering being unavailable or for delays/errors in transmitting data.

6. Price and Payment

6.1 Where the Customer requests a change to a confirmed order, Apex Display will confirm with the Customer in writing any resulting change to the Price before the change is carried out, and the change will only proceed once agreed. Supply of the Goods and/or Services under the affected order may be suspended while the change is assessed and agreed, and Apex Display will advise the revised estimated dispatch date in writing.

6.2 If, after an order is confirmed but before production or dispatch commences, a change in landed cost caused solely by an extreme and unforeseeable currency movement, import duty, or supplier price increase makes the order commercially unviable for Apex Display, Apex Display may, by written notice to the Customer, decline to proceed with the affected order and refund in full any amounts paid. Apex Display will act reasonably and in good faith, including discussing the matter with the Customer, before exercising this right.

6.3 Standard Payment Terms: Unless otherwise agreed in writing (including as specified in a quotation):
  (a) Credit Accounts: Approved accounts are payable thirty (30) days after the end of the month in which a valid tax invoice is issued. Credit Account invoices are payable by electronic funds transfer only, unless Apex Display agrees otherwise in writing. Approval of a credit account is subject to a completed credit application and is at Apex Display’s discretion (see clause 2.4). Notwithstanding an approved credit account, Apex Display reserves the right to require a deposit or progress payment for any Made-to-Order or Special Order Goods; any such requirement will be confirmed in writing. Nothing in this clause limits Apex Display’s rights under clause 14 (Default and Consequences) in respect of any overdue payment.
  (b) Prepaid Orders: In the absence of a Credit Account, orders under $5,000 (ex GST and freight) require 100% payment before production or procurement commences. Orders of $5,000 or more (ex GST and freight) require a 50% deposit, unless otherwise specified in the quotation, before production or procurement commences, with the balance due prior to dispatch.

6.4 Government Entity Orders
  (a) Notwithstanding clause 6.3, orders from a Government Entity are not subject to Apex Display’s standard credit account application process, provided the order is accompanied by a valid purchase order issued by an authorised officer of the Government Entity. Apex Display may commence production or procurement of Made-to-Order or Special Order Goods upon receipt of a valid purchase order, without requiring the deposit specified in clause 6.3(b). Payment is due thirty (30) days after the end of the month in which a valid tax invoice is issued. Government Entity invoices are payable by electronic funds transfer only, unless Apex Display agrees otherwise in writing. Nothing in this clause limits Apex Display’s rights under clause 14 (Default and Consequences) in respect of any overdue payment.
  (b) Apex Display may require a deposit or progress payment for any Government Entity order.

6.5 Unless otherwise stated, the Price is exclusive of GST:
  (a) GST will be charged on all orders delivered to or collected from an address within Australia, regardless of the Customer’s billing address or intended export. Apex Display does not provide GST-free invoicing where the Customer arranges their own export, personally transports the Goods overseas, or uses a third-party freight forwarder to export the Goods;
  (b) Notwithstanding paragraph (a), Apex Display may, at its discretion, issue a GST-free invoice where Apex Display directly arranges and manages the export of the Goods from Australia on the Customer’s behalf, and the required export documentation is obtained.

6.6 Except as required by law, the Customer must not set off against, or deduct from, the Price, any sums owed or claimed to be owed to the Customer by Apex Display.

6.7 Apex Display is under no obligation to reserve, pick or pack Stock Goods, or commence procurement, production, or any works until the required deposit or full payment has been received and cleared. Failure by the Customer to pay the required deposit or order amount within the timeframe advised may result in a delay to the estimated lead time, suspension of production, or cancellation of the order at Apex Display’s discretion.

6.8 Orders under $100 (excluding GST and freight) incur an administration fee of $10 (excluding GST).

7. Dispatch and Delivery

7.1 Lead times are estimates only. Apex Display will use reasonable endeavours to dispatch Goods within the estimated timeframe advised to the Customer. Delivery dates are estimates only and are not a contractual commitment. Apex Display is not liable for any loss or damage (including direct, indirect, or consequential loss) arising from any delay in delivery.

7.2 Delivery occurs when the Customer (or their carrier/agent) takes possession of the Goods at Apex Display’s address, or when Apex Display (or its carrier) delivers the Goods to the Customer’s nominated address.

7.3 Standard delivery hours are Monday–Friday, 9:00am–5:00pm. Many Apex Display products are bulky or oversized and may be shipped palletised; freight carriers may only be able to deliver to ground-level receiving points and may not provide in-store placement. The Customer must provide Apex Display with current, confirmed access requirements (including loading dock locations, centre or site management approvals and delivery hour restrictions) no later than two (2) business days before the estimated dispatch date. If the Customer provides new or updated access requirements after this point, Apex Display will use reasonable endeavours to accommodate them and will advise any revised dispatch date.

7.4 The Customer must ensure the delivery location is accessible and suitable for commercial freight in accordance with the access requirements confirmed under clause 7.3. If the Customer needs to delay a scheduled delivery for a reason not covered by clause 7.3 (for example, the site is not yet ready to receive the Goods), the Customer must notify Apex Display at least two (2) business days before the scheduled dispatch date. If delivery cannot be completed due to site access limitations, the Customer’s failure to be present, or the site being unready, the Customer is liable for all additional freight, storage, and redelivery charges.

7.5 Apex Display aims to dispatch orders in full. Where needed, or at the Customer’s request, Apex Display may deliver an order in separate deliveries, including by backorder, at its discretion. Separate deliveries made at the Customer’s request may incur additional charges, such as freight and packaging. Each separate delivery may be invoiced and paid for accordingly. A delay in delivering any part of an order does not entitle the Customer to cancel any part of the order or treat the Contract as cancelled.

7.6 Apex Display typically does not arrange international shipping. For customers located outside of Australia, delivery is limited to a nominated Australian port, freight forwarder, or warehouse address.

7.7 Risk of damage to or loss of the Goods passes to the Customer on delivery, including where the Goods are collected from Apex Display’s premises by the Customer, the Customer’s carrier, or any other agent nominated by the Customer. Where appropriate having regard to the value and nature of the Goods, the Customer should insure the Goods on or before delivery.

7.8 At delivery, the Customer should check the number of packages and for visible damage, note any shortage or damage with the driver, and photograph it. The Customer must report in writing to Apex Display, with photographs: (a) transit damage or shortages within two (2) business days of delivery; and (b) any other defect apparent on reasonable inspection within five (5) business days of delivery.

8. Storage and Delayed Dispatch

8.1 If Goods are ready for dispatch but delivery is delayed or deferred at the Customer’s request:
  (a) Apex Display reserves the right to invoice the Customer for the Goods immediately, and payment terms apply from the date of the invoice, regardless of when physical delivery occurs; and
  (b) Apex Display may store the Goods at the Customer’s risk and may charge storage of $20 per pallet space (or part thereof) per week, excluding GST, whether or not the Goods are palletised, after thirty (30) days of the Goods being ready for dispatch.

8.2 If Goods are ready for collection or delivery and remain uncollected, undelivered, or (where not yet paid in full) unpaid, for sixty (60) days, and Apex Display has made reasonable attempts to contact the Customer without reaching reasonable agreement, Apex Display may, after giving the Customer not less than fourteen (14) days’ further written notice of its intention to do so, cancel the order and sell or otherwise dispose of the Goods:
  (a) Where the Price has been paid in full, Apex Display will apply the sale proceeds first toward reasonable storage, handling and resale costs, then toward any other amount the Customer owes Apex Display, with any surplus held for the Customer and refunded on request.
  (b) Where the Price has not been paid in full, ownership of the Goods remains with Apex Display under clause 11.1, and:
    (i) where the Goods are Made-to-Order or Special Order Goods, the Customer’s deposit or progress payment is retained by Apex Display as a genuine pre-estimate of Apex Display’s loss, and Apex Display is not required to account for or refund any proceeds of resale; and
    (ii) where the Goods are Stock Goods, Apex Display will apply the sale proceeds toward the unpaid balance of the Price and reasonable storage, handling and resale costs, with any surplus held for the Customer and refunded on request.

9. Made-to-Order or Special Order Goods

9.1 Production is deemed to have commenced when Apex Display begins procuring materials, manufacturing (including scheduling production and allocating labour), or assembling Goods specifically for the Customer order.

9.2 Once production has commenced, Made-to-Order or Special Order Goods cannot be cancelled, returned, or refunded, except as set out in clause 8.2 or as required by the Australian Consumer Law. Where the Customer requests a change to an order after production has commenced, the Customer acknowledges and agrees that:
  (a) No refund may be available in respect of costs already incurred by Apex Display, including materials procured, labour, and third-party costs;
  (b) Additional costs may apply to accommodate the requested change, and any amount refundable to the Customer, or payable by the Customer, will be assessed having regard to the stage of production reached at the time of the request.

9.3 Apex Display is under no obligation to provide physical samples unless requested and paid for as an extra. Virtual samples/renders are indicative only; Apex Display is not responsible for minor variations in shade, tone, or texture. Minor variations in grain, colour, texture, or finish do not constitute a defect. Where the Customer supplies measurements or approves drawings, Apex Display is not responsible for errors in them.

10. Installation Responsibility

10.1 Apex Display supplies Goods only and does not provide assembly or installation services unless expressly agreed in writing.

10.2 The Customer is solely responsible for assembly and installation and ensuring that mounting surfaces, walls, or floors are structurally suitable for the Goods.

10.3 Apex Display is not responsible for any damage, loss, or injury caused by improper installation.

11. Title and Ownership

11.1 Ownership of the Goods does not pass until the Customer has paid Apex Display all amounts owing in full.

11.2 Until ownership passes:
  (a) The Customer is a bailee of the Goods and must return them on request;
  (b) The Customer holds the benefit of insurance on trust for Apex Display;
  (c) The Customer must not sell or dispose of the Goods except in the ordinary course of business. If the Customer does sell or dispose of the Goods prior to ownership passing, the Customer must hold the proceeds of such sale on trust for Apex Display and pay such proceeds to Apex Display on demand;
  (d) Apex Display may, with the Customer’s consent or as otherwise permitted by law, enter premises where the Goods are kept to recover possession, and may apply to a court for an order for recovery of possession if the Customer’s consent is not given.

12. Personal Property Securities Act 2009 (PPSA)

12.1 The Customer acknowledges that these terms constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods and collateral.

12.2 The Customer undertakes to sign any documents and provide information required to register a financing statement on the PPSR.

12.3 To the extent permitted by law, the Customer waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d), 132(4), and 157 of the PPSA.

13. Returns and Warranties

13.1 Made-to-Order or Special Order Goods are strictly non-returnable for change of mind.

13.2 For Stock Goods, change of mind returns are accepted within thirty (30) days of delivery, provided items are unused, as new, and in original packaging and resaleable condition. Goods that have been assembled, used, or altered are not eligible for change-of-mind returns unless otherwise agreed in writing by Apex Display.

13.3 A handling and restocking fee of 20% applies to all change-of-mind returns. The Customer is responsible for all return shipping and freight costs associated with returning the Goods to Apex Display’s warehouse. If a return is rejected because the Goods are not in resaleable condition, Apex Display will provide reasons and supporting evidence (such as photographs) on request.

13.4 To the extent permitted by law, Apex Display is not liable for any defect or damage caused by the Customer failing to properly store or maintain the Goods, using the Goods for any purpose other than their intended design, or continuing to use the Goods after a defect becomes apparent.

13.5 Nothing in this Contract is intended to exclude or limit the Customer’s rights under the Australian Consumer Law for faulty or defective goods.

13.6 In addition to the Customer’s rights under the Australian Consumer Law, Goods may be covered by Apex Display’s Manufacturer’s Warranty, as published on its website at the time of the order, which applies in conjunction with this Contract.

14. Default and Consequences

14.1 Interest on overdue invoices accrues daily at a rate of 1.5% per calendar month from the due date until paid in full. This rate is intended as a genuine pre-estimate of Apex Display’s likely administrative and financing costs arising from late payment, and not as a penalty.

14.2 The Customer indemnifies Apex Display against all costs and disbursements incurred in recovering the debt, including legal costs on a solicitor and own client basis.

14.3 Apex Display may cancel or suspend any order, or withhold delivery of Goods, if the Customer breaches any obligation (including paying an invoice late) or exceeds their approved credit limit, after giving the Customer five (5) business days’ written notice to remedy the breach. Apex Display may also suspend or withhold supply under any other order while the breach continues.

14.4 If any invoice is more than fourteen (14) days overdue, all other sums then owing to Apex Display become immediately due and payable.

15. Intellectual Property

15.1 Where Apex Display has designed, drawn, or developed Goods or plans for the Customer, the intellectual property and copyright in those designs, drawings, and documents remains the property of Apex Display at all times.

15.2 Such designs, drawings, or documents must not be used or shared by the Customer except to obtain approvals for, and to install, Goods supplied by Apex Display, and must not be given to any other supplier, without the express written approval of Apex Display.

15.3 The Customer warrants that any designs, specifications, or instructions provided to Apex Display will not cause Apex Display to infringe any intellectual property right. The Customer agrees to indemnify Apex Display against any action taken by a third party in respect of any such infringement.

15.4 With the Customer’s approval, Apex Display may (at no cost) use any documents, designs, or images of the Goods created for the Customer for the purposes of marketing, social media, or website portfolios.

16. Privacy and Credit Reporting

16.1 The Customer agrees for Apex Display to obtain from a credit reporting body (CRB) a credit report containing personal credit information to assess any application for credit or to collect overdue payments.

16.2 The Customer agrees that Apex Display may exchange information about the Customer with those credit providers either named as trade referees by the Customer or named in a consumer credit report issued by a CRB.

16.3 The Customer consents to Apex Display being given a consumer credit report to collect overdue payment on commercial credit.

16.4 Apex Display may give information about the Customer to a CRB for the following purposes:
  (a) to obtain a consumer credit report about the Customer;
  (b) to allow the CRB to create or maintain a credit provider file containing information about the Customer.

16.5 Apex Display handles personal information in accordance with its Privacy & Credit Reporting Policy, available at apexdisplay.com.au/privacy-policy.

17. Trust Provisions

17.1 If the Customer is acting as a trustee of any trust:
  (a) The Customer is bound in their personal capacity and as trustee;
  (b) The Customer warrants they have full power under the trust to enter this Contract;
  (c) The Customer must not, without Apex Display’s written consent, retire as trustee, vary the trust terms, or distribute capital in a way that prejudices Apex Display’s right of indemnity.

18. General Provisions

18.1 Force Majeure: Neither party is liable for any failure or delay in performing its obligations under this Contract to the extent caused by an event beyond that party’s reasonable control, including but not limited to an act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, pandemic, government-imposed restriction, cyberattack, or supplier or freight disruption. This clause does not excuse any obligation to pay money. If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected order by written notice to the other, and Apex Display will refund any amounts paid for Goods not yet produced, procured, or dispatched, less any costs reasonably and unavoidably incurred by Apex Display up to the date of termination.

18.2 This Contract is governed by the laws of Queensland. The parties submit to the jurisdiction of the courts in Brisbane.

18.3 To the extent permitted by law (including section 64A of the Australian Consumer Law), Apex Display’s liability arising out of or in connection with this Contract is limited, at its option, to resupplying, repairing or replacing the relevant Goods or Services or paying the cost of doing so, and in any case to the Price of the relevant order. Apex Display is not liable for any indirect or consequential loss, including loss of profit, revenue, trading or opportunity.

18.4 If any provision of this Contract is found to be invalid, unenforceable, or illegal, that provision will be removed from the Contract and the remaining provisions will continue in full force and effect.

18.5 A failure or delay by Apex Display in exercising a right does not waive that right.