This page contains confidential Distributor Terms and Conditions for authorised commercial distributors only.
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These Terms & Conditions apply exclusively to commercial Distributors (wholesale resellers) approved by Fuhzou Lu Xiang Import & Export Trade. If you are a retail consumer, one-off purchaser, or end user, these terms do NOT apply to you. By placing an order, paying a deposit, or accepting delivery of Goods, you confirm that you are a commercial Distributor acquiring goods for resale in trade or commerce — NOT a consumer under the Australian Consumer Law.
Unless the context otherwise requires:
| Term | Definition |
|---|---|
| ACL | Australian Consumer Law (Schedule 2, Competition and Consumer Act 2010 (Cth)) |
| Agreement | This Distributor Agreement, including all schedules, annexures, specifications, price lists, engineering documents, installation guides, technical manuals and any amendments made by Ezzy Fit from time to time. |
| Batch | Goods manufactured during the same production run or identified by the same production code or manufacturing reference. |
| Business Day | Any day other than a Saturday, Sunday or public holiday in Queensland. |
| Claim | Any allegation, complaint, demand, request, action, proceeding or dispute relating to the Goods. |
| Commercial Distributor | Any purchaser acquiring Goods for resale, installation, distribution, commercial projects or trade purposes. |
| Container | Includes Full Container Loads (FCL), Less than Container Loads (LCL), consolidated freight and all commercial shipments. |
| Cosmetic Defect | Includes colour variation, shade variation, finish variation, texture variation, minor scratches, coating marks, surface blemishes, handling marks, freight marks or other aesthetic imperfections that do not materially affect the structural performance of the Goods. |
| Delivery | Occurs when the Goods are delivered to, collected by, or made available to the Distributor or its nominated carrier. |
| Distributor | Every purchaser to whom this Agreement applies. |
| Factory | The overseas manufacturing facility nominated by Ezzy Fit, from which Fuzhou Lu Xiang Import & Export purchases the Goods on behalf of Ezzy Fit. |
| Fuzhou Lu Xiang Import & Export | The trading and export company that purchases the Goods from the Factory on behalf of Ezzy Fit. |
| Goods | Every product supplied by Ezzy Fit including retaining wall sleepers, fencing products, posts, accessories, fixings and all related products. |
| Inspection Period | The period specified in this Agreement during which the Distributor must inspect the Goods and notify Ezzy Fit of any visible issues. |
| Installation | Includes cutting, drilling, concreting, fixing, fastening, painting, coating, modifying, assembling, incorporating into works, reselling or otherwise using the Goods. |
| Latent Defect | A manufacturing defect that could not reasonably have been discovered during a proper inspection before installation. |
| Manufacturer | The independent overseas factory nominated by Ezzy Fit that manufactures the Goods. |
| Manufacturing Defect | A defect arising directly from the manufacturing process that materially affects the structural performance of the Goods. |
| RMA | Return Merchandise Authorisation issued in writing by Ezzy Fit before any Goods may be returned. |
| Visible Defect | Any defect, damage, colour variation, finish variation, scratch, chip, dimensional discrepancy, quantity discrepancy or other issue that could reasonably have been identified during inspection before installation. |
The Distributor acknowledges and agrees that:
The Distributor acknowledges that international manufacturing involves commercial risks including but not limited to:
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.
This Agreement becomes immediately binding upon the earliest occurrence of any one or more of the following events:
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.
The Distributor warrants that:
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
The Distributor is solely responsible for forecasting its inventory requirements. Ezzy Fit gives no guarantee that future stock will be immediately available.
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.
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.
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.
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.
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.
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.
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.
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.
Risk in the Goods passes to the Distributor immediately upon the earlier of: collection by the Distributor; collection by the Distributor's nominated freight forwarder; delivery to the Distributor's nominated location; unloading; or the Distributor taking possession or control.
From that time the Distributor bears all risk of loss, theft, deterioration, weather exposure, handling damage and storage.
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.
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.
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.
Ezzy Fit reserves the right to adjust pricing due to exchange rate movements before final payment.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Ezzy Fit may require testing by an appropriately qualified independent laboratory or technical expert. Each party may rely on expert evidence.
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.
Colour must be assessed under normal natural daylight conditions before installation. Artificial lighting, weather conditions and surrounding materials may influence perceived colour.
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.
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.
Unless otherwise agreed, the Distributor shall bear all initial costs associated with 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 other associated costs.
If the Manufacturer (the factory) verifies a genuine Manufacturing Defect, Ezzy Fit may, at its discretion, reimburse reasonable return costs or provide an equivalent credit.
If no defect is found, or if the issue is cosmetic, within tolerances, or caused by freight/handling/installation after risk passed, all costs remain the responsibility of the Distributor.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
This Section sets out the exclusive contractual procedure for return of Goods. No Goods may be returned outside this procedure without prior written approval.
Nothing in this Section excludes, restricts or modifies any non-excludable guarantee, right or remedy under the ACL.
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.
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.
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.
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.
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.
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.
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.
The Distributor shall not recover additional compensation for the same issue where Ezzy Fit has repaired, replaced or credited the Goods.
Replacement Goods may differ in colour, finish, texture, manufacturing process, packaging, production method, or engineering improvements, provided they satisfy Ezzy Fit's published specifications.
Replacement does not restart or extend the original warranty period unless required by law.
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.
The remedies in this Section are the Distributor's exclusive contractual remedies. No additional remedy applies.
Any contractual claim must be made within the applicable warranty period and in accordance with Sections 5 and 6.
Nothing excludes non-excludable guarantees. This Agreement shall be interpreted consistently with the ACL.
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.
The Distributor warrants that Goods shall only be installed by suitably qualified, competent and experienced persons.
The Distributor must follow the latest version of Ezzy Fit's Installation Guide. Updates supersede previous versions.
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.
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.
Take reasonable care when unloading, lifting, stacking, transporting, moving, storing, and installing. Damage from improper handling after Delivery is the Distributor's responsibility.
The Distributor must continue inspecting during installation. If any visible issue is identified, installation must cease immediately until Ezzy Fit is notified.
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.
Ensure Goods are not subjected to unreasonable environmental exposure before installation, including chemicals, solvents, excessive heat, open flames, contaminants, or conditions outside published recommendations.
The Distributor must not knowingly install Goods it believes are defective. Installation after identifying a visible defect = acceptance and waiver of any claim.
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.
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.
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.
Provide published maintenance recommendations to customers. Failure to follow maintenance may affect warranty claims.
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.
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.
Obligations continue throughout storage, handling, installation and resale, and survive Delivery, acceptance, and project completion.
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.
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.
Every Ezzy Fit retaining wall must incorporate an approved drainage system, including as a minimum:
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.
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.
Before Ezzy Fit will assess any warranty claim, the Distributor must provide, where requested:
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.
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.
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.
Ezzy Fit accepts no liability for failures resulting from:
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.
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.
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.
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.
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.
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.
Provide professional customer service. Do not knowingly provide incorrect installation advice or technical information.
Ensure employees, sales representatives and installers maintain adequate knowledge of current product specifications, engineering documentation, installation procedures, maintenance requirements, warranty conditions, and safety information.
Maintain appropriate business licences, required insurances, competent staff, suitable storage, appropriate equipment, and adequate financial capacity.
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.
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.
Maintain records of customer complaints and provide them to Ezzy Fit upon reasonable request where relating to Ezzy Fit products.
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.
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.
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.
The Distributor shall not assign, transfer, sell or otherwise deal with its rights or obligations without Ezzy Fit's prior written consent.
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.
Obligations relating to confidentiality, intellectual property, business records, customer information and ethical conduct continue after termination.
A material breach entitles Ezzy Fit to suspend or terminate the distributorship in accordance with this Agreement.
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.
Pricing is based on exchange rates at quotation. If rates materially fluctuate before final payment, Ezzy Fit may adjust pricing.
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.
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.
Payable strictly in accordance with invoice or quotation terms. Time for payment is of the essence.
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.
Ezzy Fit may charge interest at the rate specified on the invoice or at a reasonable commercial rate. Interest accrues daily.
Ezzy Fit may allocate payments against any outstanding invoice or debt at its discretion.
The Distributor must pay all amounts without deduction, withholding or set-off unless finally determined by agreement or court.
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.
Custom colours, dimensions, finishes or packaging are non-returnable and non-refundable except where required by law.
If the Distributor delays collection or delivery, Ezzy Fit may charge reasonable storage and handling fees.
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.
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.
Ezzy Fit may require deposits, guarantees or other reasonable financial security where there is an increased credit risk.
The Distributor indemnifies Ezzy Fit for all reasonable costs incurred in recovering outstanding amounts, including debt collection, legal costs, court fees, and enforcement expenses.
The Distributor acknowledges that wholesale pricing reflects the allocation of commercial risks contained in this 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.
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.
Policies must provide cover appropriate for the nature and scale of the Distributor's business. Failure to maintain adequate insurance constitutes a material breach.
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.
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.
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.
Fully cooperate in any investigation, including providing access to products, installation sites, photographs, videos, documents, customer correspondence, and other relevant information.
Product liability may arise from design, manufacture, transport, storage, installation, maintenance, misuse, and site conditions. Liability shall be determined by actual cause.
Technical advice, installation guidance, engineering information, and site discussions are general. The Distributor remains responsible for project suitability.
The Distributor must take all reasonable steps to minimise loss. Ezzy Fit is not liable for additional loss from failure to mitigate.
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.
Maintain insurance while storing, installing or supplying Ezzy Fit Goods. Termination does not affect liabilities from Goods supplied before termination.
Indemnities survive project completion, Delivery, termination, and cessation of the relationship.
Nothing excludes non-excludable guarantees, rights or remedies under the ACL.
Legal and beneficial ownership remains with Ezzy Fit until the Distributor has paid all monies owing in full.
This Agreement creates a Security Interest for the purposes of the Personal Property Securities Act 2009 (Cth). Ezzy Fit may register its Security Interest on the PPS Register.
If the Distributor defaults, Ezzy Fit may enter any premises where the Goods are reasonably believed to be located to recover unpaid Goods.
Ownership remains with Ezzy Fit until all monies owing have been paid in full. Until then, the Distributor holds the Goods as bailee.
Risk passes under Section 4. Passing of risk does not transfer ownership.
Safely store, keep separately identifiable, maintain labels, do not remove serial or batch numbers, and exercise reasonable care.
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.
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.
Where ownership has not passed, the Distributor authorises Ezzy Fit to enter premises to recover unpaid Goods.
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.
Sign, provide or execute documents to register, amend, maintain or enforce Ezzy Fit's rights under the PPSA.
The Distributor reimburses Ezzy Fit for costs of registering, maintaining, enforcing a Security Interest, and recovering unpaid Goods and debts.
To the extent permitted, the Distributor waives its right to receive notices under the PPSA.
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.
Rights under this Section are in addition to other rights.
This Section survives termination until all outstanding amounts are paid and the Security Interest is discharged.
Nothing excludes non-excludable guarantees under the ACL.
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.
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.
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.
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.
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.
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.
Customer information generated independently remains the Distributor's property. Customer information provided by Ezzy Fit remains Ezzy Fit's property.
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.
Advertising must be accurate, truthful, use current specifications, match published engineering claims, and not be misleading.
Immediately notify Ezzy Fit of any counterfeit, imitation or infringing products.
Take reasonable steps to protect the reputation and goodwill. Do not engage in conduct likely to bring Ezzy Fit into disrepute.
Upon termination, cease using all Ezzy Fit IP except as reasonably necessary to sell remaining genuine inventory.
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.
Ezzy Fit may seek injunctive or equitable relief for breach of this Section.
Confidentiality, intellectual property, non-circumvention, brand protection, and de-branding survive termination.
Nothing excludes non-excludable rights under applicable law.
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.
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.
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.
Ezzy Fit may terminate without cause on 30 days' written notice.
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.
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.
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.
Where ownership has not passed, Ezzy Fit may exercise its rights to recover unpaid Goods.
Upon termination, the Distributor ceases to be an Authorised Ezzy Fit Distributor and must not hold itself out as authorised.
Within 14 days after termination: remove signage, logos from websites, branding from social media and advertising; cease using business stationery and promotional material.
Upon termination, return or destroy confidential information including technical documents, engineering drawings, price lists, distributor pricing, confidential manuals, and commercial information.
Obligations relating to payment, confidentiality, IP, indemnities, warranty procedures, limitation of liability, dispute resolution, PPSA, and retention of title survive 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.
Failure to enforce a right does not constitute waiver. Ezzy Fit may enforce rights at any time.
Rights and remedies are cumulative and do not limit other rights.
Nothing excludes non-excludable rights under the ACL.
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.
Total liability is limited to the remedies expressly provided for in this Agreement.
Remedies are limited to repair, replacement, components, credit, or refund.
No obligation to repaint, recolour, stain, colour-match, polish, sand, fill, grind, cosmetically repair, or attend site for cosmetic rectification.
No liability for labour, installation, removal, reinstallation, overtime, supervision, administration, project management, contractor costs, or subcontractor costs.
No liability for cranes, excavators, forklifts, elevated work platforms, traffic control, temporary fencing, scaffolding, lifting equipment, transport equipment, or machinery hire.
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.
No responsibility for compensation paid to customers, builders, developers, contractors, subcontractors, consultants, engineers, or any third party unless agreed in writing.
No liability for visible defects once installed, cut, drilled, concreted, modified, painted, coated, incorporated, or resold. Installation = acceptance.
No liability for shipping delays, customs delays, port congestion, freight forwarding, container detention, demurrage, quarantine inspections, government intervention, shipping line delays, or weather events.
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.
The Distributor shall not recover compensation more than once for the same alleged defect or loss.
The Distributor must take all reasonable steps to minimise loss. Ezzy Fit is not liable for losses increased by failure to mitigate.
Aggregate liability shall not exceed the amount paid for the specific Goods that are the subject of the claim.
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.
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.
This Agreement allocates commercial risk and the purchase price reflects that allocation. The Distributor has had opportunity to negotiate.
Nothing excludes non-excludable guarantees. Where legislation implies a non-excludable guarantee, liability is limited only to the extent permitted.
This Agreement constitutes the entire agreement. Supersedes all previous negotiations, discussions, representations, quotations, correspondence, understandings and agreements.
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.
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.
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.
Governed by the laws of Queensland, Australia. Parties submit to the exclusive jurisdiction of the courts of Queensland.
If any provision is unlawful, invalid or unenforceable, it shall be severed to the minimum extent. Remaining provisions remain in full force.
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.
The Distributor shall not assign without prior written consent. Ezzy Fit may assign to a related entity or successor by written notice.
Nothing creates a partnership, joint venture, agency, franchise, or employment relationship. The Distributor acts as an independent contractor.
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.
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.
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.
Payment obligations, confidentiality, IP, retention of title, PPSA rights, warranties, claims procedures, limitation of liability, indemnities, dispute resolution, and governing law survive termination.
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.
This Agreement is for the benefit of Ezzy Fit and the Distributor only. No third party has any right to enforce it.
This Agreement may be executed in any number of counterparts. Each constitutes an original, and together they constitute one Agreement.
Headings are for convenience only and do not affect interpretation.
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.
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.
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.
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.
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.
This Agreement governs every commercial purchase unless otherwise agreed. Each purchase order, quotation, invoice and delivery forms part of this Agreement.
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.
The following schedules form part of this Agreement:
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.
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.
Submit to claims@ezzyfit.com.au within 48 hours of Delivery. Include Distributor name, container number, invoice number, date of delivery, damage description, quantity affected, and photographs.
Submit to warranty@ezzyfit.com.au 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.
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.
By accessing this website or placing an order, you agree to be bound by these Terms and Conditions and the Ezzy Fit Distributor Agreement. If you do not agree, do not use this website or place an order.
Ezzy Fit Pty Ltd is an intended third-party beneficiary of this Agreement and is entitled to enforce its terms, including but not limited to provisions relating to non-circumvention, intellectual property, and return of goods.
This Agreement is governed by the laws of Queensland, Australia. The parties submit to the exclusive jurisdiction of the courts of Queensland.
Fuzhou Lu Xiang Import & Export is an independent contractor and not an agent, partner, or joint venture of Ezzy Fit. Nothing in this Agreement creates any relationship other than supplier-distributor.
To the maximum extent permitted by law, Fuzhou Lu Xiang Import & Export and Ezzy Fit shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from: