Terms & Conditions for Westlegate Pty Ltd / Westox Building Products

1.Interpretation and Construction

1.1     Definitions

Cash Sale Account means an account where the Customer is required to make payment upfront for all goods and/or service supplied; Credit Application means any credit application made by the Customer for the provision of credit by the Seller; Credit Account Customer means where the Seller has granted the credit facility to the Customer in accordance with the Credit Application; Customer means any person, organisation, or other entity that has requested the supply of goods and/or services from the Seller as stated on any order, invoice or document; Goods means any goods available for sale by the Seller to the Customer, at the Customer’s request; Order means any order made by the Customer from the Seller for the supply of goods and/or services, including written by way of email or purchase order or verbal order; Quotation means any quotation issued by the Seller to the Customer for the supply of goods and/or services; Price means the price payable for the supply of goods and/or services; Seller means Westlegate Pty Limited ABN 17 001 446 037; Services means any services rendered by the Seller to the Customer, at the Customer’s request; Terms means these terms and condition which apply to any supply of goods and/or services by the Seller to the Customer.

1.2       Construction

(a) reference to these terms or another agreement between the parties includes any variation or replacement; (b) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements or any of them; (c) the singular includes the plural and vice versa; (d) the masculine includes the feminine and neuter and vice versa; (e) a reference to a person incudes a reference to the person’s executors, administros, successors substitues, employees, agents and permitted assigns; (f) an obligation, agreement repsentation or warranty on the part or in favour of two or more persons binds, and/or is for the benefit of them jointly and severally; (g) a reference to anything is a reference to the whole or any part of it; (h) references to parties or clauses are, unless otherwise stated, references to the parties and clauses contained in these Terms.

2.Supply of Services

2.1  The Seller may issue a Quotation upon the Customer’s request or otherwise accept an Order for the supply of goods and/or services. Any Quotation remains open for acceptance from the time stated on the Quotation or otherwise for 30 days unless withdrawn earlier. All Quotations are estimates only and are subject to withdrawal, correction or alteration.  All amounts and prices stated on the Quotation are as at the date of the Quotation.

2.2  The Seller may specify a minimum order value and impose a surcharge if an Order is for less than the minimum order value. An Order shall identify the goods or services ordered and the quantity required and refer to any Quotation.

2.3  The weight or measure of the goods shall be the last weight or measurement prior to delivery as determined by the Seller’s system of weighing or measurement, unless there is a proven defect.

2.4  The Seller may supply and the Customer must accept goods/services which vary from the goods and/or services ordered by the Customer so long as such variations are not material.  If the Customer requests an Order be varied, such variation shall only be accepted if the Seller agrees in writing, in its discretion. The Customer is liable for any additional expense variation payable at the time of the invoice.

2.5  The goods may be delivered in containers and all goods ordered must remain in the drum or container they are supplied in. The Seller does not give permission and the Seller may require a deposit and the container remains the Seller’s property and must not be used for any other commodity other than contained therein at the time of delivery. Upon the Customer returning the container in good order and condition at its expense to the Seller’s premises from which the goods were delivered, the Seller will refund the deposit to the Customer. Containers are deemed to be in the Customer’s possession until received at the Seller’s premises.

2.6  The goods may be delivered on a pallet which remains the Seller’s property unless other notified in writing by the Seller. Upon payment being made in full for the pallet, the ownership shall transfer to the Customer. The return of the pallet by the Customer to the Seller is at the Customer’s expense.

2.7  The Seller reserves the right, whether or not an Order has been accepted and without notice to the Customer, to withhold supply to the Customer in such case is not liable for loss or damage resulting directly or indirectly, including where the goods cannot be supplied for any reason whosever; if the Customer is in default of these Terms; or the Seller has determined, in its absolute discretion that credit should no longer be extended to the Customer.

3.Acceptance

3.1   The Customer warrants that it has the power to enter into this agreement; is solvent and able to pay its debts as and when they fall due; this agreement creates a binding and legal obligation and all information provided to the Seller by the Customer is true and correct in all material respects.

3.2  The Customer acknowledges these Terms apply to any supply of goods and/or services and the Customer accepts the Terms without amendment and agrees to be bound by them.  These Terms shall apply over any other document or agreement to the extent of any inconsistency.

3.3  If the Customer is the trustee of a trust, then in addition to that entity the trustee agrees to bind all trusts of which the entity is a trustee from time to time.

4.Payment, Credit and Price

4.1   The Price is the price determined by the Seller, in its absolute discretion, (a) the price in accordance with the Quotation, (b) the price on any invoices rendered by the Seller or (c) the Price as at the date of supply in accordance with the Seller’s current price list (which may change in the Seller’s absolute discretion).

4.2  The Customer agrees if there is any change to cost or rates for insurance, duties, exchange rates, labour or any other amounts used to calculate the Price or if those inputs increase in cost then the Customer shall be liable for the increase and such increase forms part of the Price.

4.3   The Seller may require the Customer to pay a non-refundable deposit.

4.4  Unless stated otherwise, the Price is exclusive of goods and services tax (GST). The Customer agrees that GST at the prevailing rate at the date of invoice will be included in the amount due and payable on the Price and is payable by the Customer in full at the same time as payment of the Price. The Customer must also pay any other taxes, charges, duties or imports that may be applicable in addition to the Price, unless expressly included in the Price.

4.5  Unless stated otherwise, for Credit Account customers, time for payment is of the essence and will be payable as nominated by the Seller or stated on the invoice or otherwise thirty (30) days following the end of the month in which the invoice is rendered. For Cash Sale Account customers, the invoice must be paid prior to delivery of the goods.

4.6  The Customer agrees that if payment is outstanding to beyond the Seller’s payment terms, the amount is immediately due and payable by the Customer and the Customer shall pay cash on delivery on all future Orders until any amount outstanding is paid to the Seller.

4.7  Payment must be made by cash, cheque, electronic payment, credit card or by any other payment method nominated by the Seller.

4.8  The Seller may charge to the Customer a fee for overdue payments or Customer bank fees imposed on payments including credit card payments.

4.9  The Customer acknowledges that if the Seller supplies the goods and/or service on credit, then any credit provided is to be applied wholly or predominately for business purposes. The acceptance of any Credit Application or the grant of any credit facility or nomination of any credit limit is in the absolute discretion of the Seller.  The Seller may vary, withdraw or suspend any credit facility at any time and without any liability to the Customer or any other party.

5. Unpaid Invoices, Interest and Costs

5.1   If invoices or monies outstanding are not paid in full by the due date for payment, any Credit Account will be placed on stop credit until payment is made to return the account to normal trading terms. Any discount given will be reversed if the invoice remains unpaid after forty-five (45) days from the date of the invoice.

5.2   If invoices or monies outstanding are not paid in full by the due date for payment, the Seller may charge the Customer interest on the unpaid amount to be accrued daily from the date when payment becomes due until the date of payment at the rate of two and a half per cent (2.5%) per month and interest shall compound at that rate monthly both before and after any judgment obtained by the Seller.

5.3  The Customer is not entitled to set off, deduct or otherwise withhold payment of any amount due and owing to the Seller including where the Customer has disputed the invoice or alleged amounts are owed or will become owing by the Seller to the Customer.

5.4  The Customer is liable for all costs and disbursements incurred by the Seller or its appointed agents in recovering payment of any outstanding invoice or in enforcing its rights under these Terms, including, but not limited to, legal costs determined on an indemnity basis, mercantile agents’ costs or commission and bank dishonour fees.

5.5  The Seller is entitled to retain any goods or other documents held on the Customer’s behalf pending payment of any outstanding monies by the Customer.

6.Title

6.1   Until the Seller receives full payment in cleared funds of all monies due for all goods and/or services supplied by it to the Customer (together will all other amounts) and has complied with all obligations under these Terms:

(a)   title and property in all goods vests in the Seller and does not pass to the Customer;

(b)   the Customer must hold the goods as fiduciary bailee and agent for the Seller and must return the goods, including goods in transit which have not yet been delivered, to the Customer upon the Seller’s request;

(c)    the Customer holds the benefit of its insurance of the goods on trust for the Seller and must pay to the Seller the proceeds of insurance in the event the goods are lost, destroyed or damaged;

(d)   the Customer must keep the goods separate from its goods and maintain the Seller’s labelling and packaging;

(e)   the Customer must not charge or grant an interest over the goods while they remain the Seller’s property;

(f)     the Customer must not convert, process or otherwise comingle the goods but if the Customer does so, then it holds the comingled good on trust for the benefit of the Seller and must sell or dispose of the comingled good to the Seller, on the direction of the Seller;

(g)   the Customer may sell or dispose of the goods only in the ordinary course of business in its capacity as agent for the Seller and if the Customer sells or disposes of the goods then the Customer must hold the proceeds on trust for the Seller and deliver up the proceeds to the Seller on demand;

(h)   the Customer must hold the proceeds of sale of the goods on trust for the Seller in a separate account with a bank to whom the Customer has not given security however failure to do so will not affect the Customer’s obligation as trustee; and

(i)    the Seller may without notice, enter any premises where it suspects the goods are and recover possession of the goods, notwithstanding that they may have been attached to other goods and not the property of the Seller, and for that purpose the Customer irrevocably licences the Seller to enter such premises and indemnifies the Seller from and against all costs, claims, demands, or actions by any party arising from such action.

6.2  The Seller is entitled to commence legal proceedings to recover any outstanding monies from the Customer regardless of ownership of the goods.

 7.Risk and Insurance

7.1 The risk in goods and/or services passes to the Customer upon collection of the goods from the Seller’s premises or immediately upon dispatch from the Seller to the Customer’s nominated address or on the date of performance of the Services.

7.2 On or before delivery, the Customer is responsible to insure the goods and/or services against loss or damage against all insurable risks. Notwithstanding the passing of risk, all goods delivered by the Seller to the Customer remain the property of the Seller until all goods supplied by the Seller to the Customer have been paid for in full.  If the goods are lost, damaged or destroyed after delivery but prior to ownership passing to the Customer pursuant to clause 7 the Seller is entitled to receive all insurance proceeds payable for the goods.

8. Delivery

8.1 The Seller accepts no responsibility or duty to deliver but may arrange delivery in its discretion and without liability at the Customer’s cost and risk and to the address nominated by the Customer on the following basis: (a) the Customer shall pay all freight or other charges associated with the delivery and delivery may be made in instalments; (b) the Customer must take delivery of the goods whenever the goods are tendered for delivery; (c) the Customer by its representative shall be present at the agreed place and time for delivery.  If not present, the Seller may in its sole discretion, unload the goods at that place and in which case the goods will be at the sole risk of the Customer and the Seller will not be responsible for any claims, costs or losses arising; (d) in the event that a delivery date is nominated by the Customer, the Seller shall take all reasonable steps to achieve delivery on or about that date;  (e) the Seller does not represent that the goods will be available on that date and any date given for delivery is an estimate only and if the Seller is unable to deliver the goods on that date, it is not liable for any loss (including consequential loss) for any failure or a delay in delivery.  The Seller is not liable for any amount payable by the Customer to a third party as a result of a failure or delay in delivery by the Seller due to any cause whatsoever; (f) the Seller may charge the Customer for frustrated delivery if the Customer is unable to take delivery of the goods as arranged for an amount equal to the Seller’s reasonable costs; (g)  if the Customer requests a deferment of delivery of the goods and such deferment is agreed to by the Seller, the Customer is liable for the Seller’s fee.

8.2 All the goods shall be paid for prior to delivery, whether or not delivery is a part of the Price.

9. Warranties

9.1 To the extent permitted by law, the Seller warrants that the goods supplied shall be fit for their purpose.  The Customer acknowledges that if special colours are ordered, colours and tinted products are only subject of this warranty if part of the same order and batch number.  The Seller other expressly denies and excludes any warranties or conditions which would otherwise be implied to the maximum extent possible by law. These Terms do not exclude any statutory warranties implied pursuant to the Competition and Consumer Act 2010 (Cth).

9.3 The Customer relies on its own knowledge and expertise with respect of the purpose of the goods and any advice or assistance given by or on behalf of the Seller shall be accepted at the Customer’s risk and shall not be deemed to have been given as an expert or adviser or be otherwise relied on by the Customer in any respect whatsoever. The Seller is not liable nor responsible for any failure to comply with any requirements of the Customer or any other person (whether relating to manufacture, design, fabrication, installation and/or any other particulars provided with respect to the intended use of any goods or otherwise) which are not precisely and accurately communicated in writing to the Seller prior to agreement for supply of goods and/or services.

10 .Defects, Return of Goods and Cancellations

10.1The Customer shall inspect the goods immediately upon delivery and carry out any tests which a prudent Customer would carry out.

10.2 The Customer shall give written notice to the Seller of any alleged defect, damage, fault, irregularity, shortage of quantity, failure to comply with description or quotation within five (5) business days from the date of delivery. The Seller will not otherwise accept any claims.

10.3 If goods are not returned after seven (7) days of the written notice of the claim to the Seller, at the Customer’s cost, then the Customer shall not be entitled to any credit.

10.4 If the Customer does not provide written notice to the Seller in accordance with clause 10.2 or return the goods in accordance with clause 10.3, the Customer is deemed to have accepted the goods and the Customer is not entitled to reject the goods or claim any remedy whatsoever (including but not limited to damages) against the Seller.

10.5 Unless otherwise agreed, no return or request for credit will be approved until the Seller by its representative has inspected the goods on which the credit is claimed and agrees that the goods are defective.  Until this inspection, the Customer is responsible for maintaining proper care of the goods and if this does not occur, the Seller reserves its rights not to accept the claim.

10.5 Subject to the Competition and Consumer Act 2010 (Cth), the Seller is not liable for defective goods where the defect or damage was caused or partially caused by the Customer failing to properly maintain or store the goods, using the goods for a purpose other than what the good were design, the continuing use of the goods after the defect became apparent or if the defect or damage should have been apparent to a reasonably prudent user of the goods, failure to follow any directions or instructions in relation to the goods provided by the Seller or by fair wear and tear, accident or any event of force majeure.

10.6 The Seller is not obliged to accept the return of non-defective goods or to provide a refund however, the Seller may do so in its sole discretion and if the Seller does not agree then the Customer shall not be entitled to cancel the whole or part of any Order and the Customer shall indemnify the Seller against loss or damage suffered by the Seller. If the return is accepted by the Seller, in the Seller’s absolute discretion, the Seller may impose a handling charge of an amount equivalent to 15% of the credit claimed in addition to any freight costs. Nothing shall require the Seller to accept return of goods which are outside its shelf life. The goods must be returned, at the Customer’s cost to the Seller premises from where they were purchased and in their original packaging (if applicable) in a similar condition to the condition of the goods on delivery.

10.7 The Customer acknowledges and agrees that goods which are custom made, goods damaged or lost in transit, goods specially ordered for the Customer and not on the usual stock list, or goods altered or damaged by the Customer shall not be accepted by the Seller for return or credit.

10.8  Notwithstanding anything contained in this clause 10, if the Seller is required by law to accept a return, then the Seller will accept the return of goods on the conditions imposed by law.

10.9  The Seller may cancel any contract to which these Terms apply or cancel delivery of goods at any time before the goods are delivered by written notice to the Customer. The Seller shall repay the Customer any money paid by the Customer and the Seller is not liable for any loss or damages in any respect arising from any cancellation.

10.9  The Customer is not entitled to cancel any Order unless with the consent of the Company.  If the Customer cancels a delivery of goods or services, it remains liable for the Price and shall indemnify and keep indemnified the Company for any and all loss is suffered (whether direct or indirect) by the Company as a direct result of the cancellation (including but not limited to loss of profits).

11. Release and Indemnity

11.1 The Customer hereby releases and indemnifies and agrees to keep the Seller indemnified from any and all costs, damages, liabilities, expenses or losses including indirect, consequential losses (including but not limited to loss of profit), that the Seller may incur in relation to the Customer or any third party, where the cost, damage, liability, expense or loss is caused by or contributed to by the goods supplied or services performed, any defect or fault in workmanship or design or their use, a breach of these Terms or for any other reason whatsoever.

12. Limitation of Liability

12.1 The Customer agrees, to the fullest extent possible by law, in relation to any cost, damage, liability, expense or loss (including those contributed or cause by the Seller’s negligence or breach of any condition or warranty):

(a)           to limit any claim made to the Seller, in the Seller’s absolute discretion to:

(i)     the value of any express warranty provided by the Seller to the Customer or any warranty to which the Customer is entitled;

(ii)    replacement of the goods or services and/or the supply of equivalent goods;

(iii)   repair of the goods

(iv)  repay the purchase price in the event that then payment has been received from the Customer;

(v)   payment of the cost of replacing, repairing or acquiring equivalent goods;

(b)    if the Seller is required to replace the goods or remedy the services pursuant to the Competition and Consumer Act 2010 (Cth) but cannot do so for any reason whatsoever, the Seller may refund the Price, if the Price has been paid by the Customer;

(c)    the Seller shall not be liable for any loss or expense arising after 7 days from the date of delivery or performance of the services (or at all once goods have been unpacked, affixed and/or otherwise used or applied) after which the Customer is deemed to have accepted the goods in their present state;

(d)   the Seller shall not be liable for any damages for personal injury or death, any damage to property and/or any contingent, consequential, direct, indirect, special or punitive damages whether due to negligent act or omission of the Seller or its employees or agents or otherwise and the Customer acknowledges this limitation of liability and agrees to limit any claim accordingly; and

(e)   no other term, condition, agreement, warranty, representation and/or understanding whether express or implied, in any extending to, otherwise relating to or binding upon the Seller other than these Terms is made or given by or on behalf of the Seller.

12.2 The Seller shall not be liable to the Customer for any loss or  damage to any person or property for death or injury caused by any actual omission (including negligent acts or omissions) of the Seller.

12.3 Notwithstanding clauses 12.1 and 12.2, a Customer shall not be entitled to make any claim upon the Seller whatsoever if any amounts are outstanding from the Customer to the Seller.

13. Security

13.1 In order to secure the performance by the Customer of its obligations, the Customer, and where the Customer is unincorporated each proprietor of the Customer, hereby charges with payment of the moneys and compliance with all obligations owed by the Customer to the Seller all beneficial interests (freehold and leasehold) in real and personal property held now or in the future by the Customer or proprietor.

13.2 The Customer, and where applicable, each proprietor agrees that if demand is made upon it, him or her by the Seller, the Customer or, if applicable, that proprietor will immediately execute a consent to caveat, or a caveat or mortgage, as required by the Seller to secure the obligations pursuant to this clause 13.

13.3 The Customer indemnifies the Seller in relation to all of its costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising the Seller’s right pursuant to this clause.

13.4 The Customer or, if applicable, each proprietor, irrevocably and by way of security appoints the Seller and any director, credit manager or solicitor engaged by the Seller to be its, his or her true and lawful attorney to give effect to this clause 13 including but not limited to execute and register all documents.

14. Personal Property Security Act 2009 (Cth) (PPSA)

14.1 Upon assenting to the Terms, the Customer acknowledges and agrees that these Terms constitute a security agreement for the purpose of the PPSA and creates a security interest in all Goods that have previously been supplied and that will be supplied in the future by the Seller to the Customer.

14.2 The Customer undertakes to:

(a) promptly sign any further documents and/or provide any further information (and such information to be complete, accurate and up to date in all respects) which the Seller may reasonably require to register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register, to register any other document required to be registered by the PPSA or correct a defect in a statement referred to in this clause 14.3;

(b)  indemnify and upon demand reimburse the Seller for all expenses incurred in registering a financing statement or financing change statement on Personal Property Securities Register established by the PPSA or releasing any goods charged thereby;

(c) not register a financing change statement in respect of a security interest without the prior written consent of the Seller;

(d) not register, or permit to be registered, a financing statement or financing change statement in relation to the Goods in favour of a third party without the prior written consent of the Seller;

(e)   immediately advise the Seller of any material change in the nature of proceeds derived from such sales.

(f)   irrevocably ratify any actions taken by the Seller under this clause 14.

14.3 The Seller and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these Terms. The Customer waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d), and 132(4) of the PPSA.  Unless otherwise agreed in writing by the Seller, the Customer waives their right to receive a verification statement in accordance with section 157 of the PPSA. Subject to any express provision, nothing in these Terms shall have the effect of contracting out of any provisions of the PPSA.

15. Statement of Debt

15.1 A certificate signed by a director, secretary, financial controller, credit manager or any other authorised person of the Seller shall be prima facie evidence of the indebtedness of the Customer to the Seller.

16.Privacy and Credit Information

16.1 The Customer irrevocably authorises the Seller to make enquiries, exchange, collect and use a Customer’s personal information including credit information and information relating to property, business or other solvency matter from time to time as the Seller may deem necessary which may include enquiries with persons nominated as trade references, financiers, any other credit provider, credit reporting bodies, any government department and/or any similar or other organisation (Information Provider) for the following purposes: (a) obtaining information on the credit position of the Customer; (b) investigating the credit worthiness of the Customer in relation to the credit to be provided by the Seller; (c) marketing purposes (unless the Customer has notified the Seller it wishes to opt out of direct marketing);  (d) to allow the Seller to provide a credit facility for the supply of goods and/or services to the Customer; (e)  to notify the credit provider of a default by the Customer;  (f)  to a credit reporting body to obtain a credit report or to permit a credit reporting body to maintain or update the Customer’s credit file.

16.2 The Customer acknowledges that the information exchanged under clause 16.1 may include any information in relation to the Customer’s creditworthiness or credit history.

16.3 The Customer consent and irrevocably authorises: (a) the Information Provider to disclose any information about the Customer in their possession to the Seller; (b) the Seller may use any information which it holds for the purposes listed in clause 16.1; and (c) the Seller may disclose any of the Customer’s to any interested person (including overseas third parties) for any purpose listed in clause 16.1, to the extent permitted by the Privacy Act 1988 (Cth) and the Australian National Privacy Principles (if applicable). To the maximum extent permitted by law, the Customer agrees (unless the Customer otherwise withdraws consent), to waive all rights under the Privacy Act 1988 (Cth).

17.Default

Without prejudice to any other remedies available to the Seller, if the Customer becomes insolvent or appoints an administrator, receiver, receiver and manager, liquidator or trustee in bankruptcy or is in breach of any these Terms (including any term for payment), all monies become immediately due and owing to the Seller and the Seller may immediately: (a) terminate or suspend supply of goods and/or services; (b) retain all monies paid and/or take immediate possession of goods which have not been paid for; (c)  cease all future deliveries; (d) cancel all or any part of any order unfilled; and/or (e) recover from the Customer any loss of profits arising as a result of the default of the Customer. If the Seller exercises its rights pursuant to this clause 18, it is not liable to the Customer for any consequential loss or damages suffered by the Customer.

18.Miscellaneous

18.1 Force Majeure.  The Seller shall not be or be deemed to be in default or breach of any agreement as a result of force majeure. Force Majeure shall include national emergency, war, prohibitive government regulations or any cause beyond the reasonable control of the Seller including strike and lockouts or trade disputes which means that the goods and/or services cannot or are otherwise delayed in being provided by the Seller to the Customer.

18.2 Customer Restructure. The Customer shall provide immediate written notice to the Seller of any change to its structure or management including change of director, shareholder, partnership, trusteeship or management or its details (including changes to name, address or contact details).  The Customer agrees that if it fails to comply with this clause 20, it is liable and shall indemnify the Seller for any resulting loss suffered by the Seller. Upon the occurrence of any event referred to in clause 20.1, the Customer must complete a new Credit Application. If a new Credit Application is not received, the no credit will be offered and the Customer will return to a Cash Sale Account.

18.3 Notices.  A notice, demand, waiver, approval or other document given or required to be given pursuant to these Terms must be in writing and may be given to the recipient by way of personal service, prepaid post, facsimile transmission or email transmission at the address of the party as provided from time to time.

18.4 Severance.  In the event that any term or provision or part of a term or provision of these Terms cannot be given effect or is declared void for any reason then the term or provision or part which cannot be given effect shall be severed and read down restrictively and the remaining terms and provisions shall remain valid, binding and enforceable on the parties in all respects.

18.5 Waiver. No rights under these Terms will be waived unless agreed in writing and signed by the Seller.  The Seller does not waive a right if an extension or other forbearance is given to the Customer. No waiver of a term or provision of these Terms shall be construed as a continuing waiver of the term or provision.  A waiver by the Seller of any matter does not prejudice its rights in respect of any matter.  Any non-exercise or partial exercise of or any delay in exercising any right or remedy does not constitute a waiver of that right or remedy.

18.6 Variation.  All goods and/or services sold by the Seller are sold and supplied on these Terms, as amended from time to time by the Seller in its absolute discretion or otherwise agreed by the Seller in writing.  The Customer agrees that it shall be deemed to have notice of change to these terms and be bound by any subsequent versions of the terms as they appear on the Seller’s website from time to time, whether or not the Customer has actual notice of any such variation.

18.6 Assignment.  The Customer is not entitled to the assign the benefits or obligations under this agreement without the Seller’s prior written consent, which may be given in the Seller’s absolute discretion. The Seller may assign all or any part of the benefits and obligations under this agreement without the Customer’s consent.

18.7 Jurisdiction.  The provisions of these Terms and any contract between the Seller and the Customer shall be governed by the laws of the state of Queensland each party irrevocably submits to the non-exclusive jurisdiction of the courts of the said state.

18.8 Entire Agreement.  These terms supersede all previous agreements, discussions and representations between the Seller and the Customer and constitute the entire agreement in relation to the agreement for provision of goods and/or services between the Seller and the Customer.

18.9 Counterparts. This agreement may be signed by counterparts and each counterpart shall constitute one agreement. This agreement may be executed/delivered by fax, electronically or by electronic signature and the receiver party may rely upon it as it if was an original document or signature.

18.10 Special Conditions. The Customer acknowledges and agrees that the Seller does not guarantee the installation of the goods by any third-party contractor and the Seller will not enter into or otherwise execute any guarantee in relation to the goods or the installation on behalf of any other party. All warranties in relation to the goods are as stated in these Terms.