Terms and Conditions

TERMS OF TRADE 

1. Definitions and interpretation 

1.1. Definitions 

Additional Charge means: 

(a) fees or charges for additional work performed at the Customer's request or 

reasonably required as a result of the Customer's conduct, calculated in 

accordance with the Supplier's then current prices; and 

(b) expenses incurred by the Supplier, at the Customer's request or reasonably 

required as a result of the Customer's conduct. 

Business Day means a day that is not a Saturday, Sunday or public holiday in the place 

where the Services are principally being carried out or the Goods provided. 

Customer means the person identified on a Quote or Order as the customer and 

includes the Customer's agents and permitted assigns. 

Goods means any goods supplied by the Supplier including those supplied in the 

course of providing Services. 

Intellectual Property Rights means intellectual property rights at any time protected 

by statute or common law, including copyright, trade marks, patents and registered 

designs. 

Loss includes, but is not limited to, costs (including party to party legal costs and the 

Supplier's legal costs), expenses, lost profits, award of damages, personal injury and 

property damage. 

Order means a purchase order for Goods or Services placed by a Customer in response 

to a Quote and as varied in writing from time to time by the parties. 

PPS Law means: 

(a) the Personal Property Securities Act 2009 (Cth) (PPS Act ) and any regulation 

made at any time under the PPS Act (each as amended from time to time); 

(b) and any amendment made at any time to any other legislation a s a 

consequence of a PPS Law. 

Quote means a written description of the Goods or Services to be provided, a n 

estimate of the Supplier's charges for the performance of the required work and an 

estimate of the time frame for the performance of the work. 

Services means the services to be provided by the Supplier to the Customer in 

accordance with a Quote and these terms of trade. 

Supplier means the entity specified as the supplier of Goods or Services on the Quote 

and includes the Supplier's agents and permitted assigns. 

1.2. Interpretation 

In these terms of trade, unless the context otherwise requires: 

(a) a reference to writing includes email and other communication established through 

the Supplier's website (if any); 

(b) the singular includes the plural and vice versa; 

(c) a reference to a clause or paragraph is a reference to a clause or paragraph of 

these terms of trade; 

(d) a reference to a party to these terms of trade or any other document or 

arrangement includes that party's executors, administrators, successors and 

permitted assigns; 

(e) where an expression is defined, another part of speech or grammatical form of that 

expression has a corresponding meaning; 

(f) headings are for ease of reference only and do not affect the meaning or 

interpretation of these terms of trade; and 

(g) if the date on which any act, matter or thing is to be done falls on a day which is not 

a Business Day, that act, matter or thing: 

(i) if it involves a payment other than a payment which is due on demand must 

be done on the preceding Business Day; and 

(ii) in all other cases, must be done on the next Business Day. 

2. General 

( a ) These terms of trade apply to all transactions between the Customer and the 

Supplier relating to the provision of Goods and Services. This includes all quotations, 

contracts and variations. These terms of trade take precedence over terms of trade 

contained in any document of the Customer or elsewhere. 

(b) The variation or waiver of a provision of these terms or a party's consent to a 

departure from a provision by another party is ineffective unless in writing signed by the 

parties. 

(c) The Supplier may amend any details in a Quote by notice in writing to the Customer. 

Such amended details supersede any relevant prior detail in dealings between the 

parties. 

3. Quotes 

(a) The Supplier may provide the Customer with a Quote. Any Quote issued by the 

Supplier is valid for 28 days from the date of issue. 

( b ) Unless otherwise expressly agreed in writing, a Quote does not include delivery or 

installation of the Goods. 

( c ) Quotes are based upon the cost of materials available at the time of preparation of 

the Quote and assume the timely supply by the Customer of necessary material and 

instructions to the Supplier. 

(d) Following provision of a Quote to the Customer, the Supplier is not obliged to 

commence work until the Quote has been accepted by the Customer. This occurs by 

the Customer completing an Order form and returning the form to the Supplier. 

( e ) The Supplier reserves the right to amend any Quote before the Order has been 

completed to take into account any rise or fall in the cost of completing the Order. The 

Supplier will notify the Customer of any amendment as soon as practicable, at which 

point the amended Quote will be the estimate or Quote to these terms of trade. 

(f) An indication in a Quote of the time frame for the provision of the Goods or Services 

is an estimate only and is not a fixed time frame. Subject to any obligations in respect of 

consumer guarantees under the Australian Consumer Law (ACL), this estimate is not 

binding upon the Supplier. 

4. Orders 

(a) Every Order by the Customer for the provision of Goods or Services must be 

submitted in writing on the Supplier's standard Order form (unless otherwise agreed). 

(b) An Order will only be deemed to be placed by the Customer if the Order clearly 

identifies the Goods or Services ordered and the Supplier's Quote. Any costs incurred 

by the Supplier in reliance on incorrect or inadequate information provided by the 

Customer in an Order may result in the imposition of an Additional Charge. 

(c) Orders must be signed by an authorised representative of the Customer and must 

specify the required date of delivery. 

(d) Placement of an Order by the Customer signifies acceptance by the Customer of 

these terms of trade and the most recent Quote provided by the Supplier relating to that 

Order. 

(e) The Supplier may in its absolute discretion refuse to provide Goods or Services 

where: 

(i) Goods are unavailable for any reason whatsoever. 

(ii) credit limits cannot be agreed upon or have been exceeded; or 

(iii) payment for Goods or Services previously provided to the Customer or any related 

corporation of the Customer or to any other party who is, in the reasonable opinion 

of the Supplier, associated with the Customer under the same or another supply 

contract, has not been received by the Supplier. 

(f) An Order cannot be cancelled without the prior written consent of the Supplier. 

Where an Order is cancelled, the Customer indemnifies the Supplier against any Losses 

incurred by the Supplier as a result of the cancellation. This includes, but is not limited 

to, loss of profit from other orders foregone as a result of the scheduling of the Order 

which is subsequently cancelled. 

5. Variations 

(a) The Customer may request that its Order be varied by providing a request in writing 

to the Supplier. A request for a variation must be agreed to in writing by the Supplier in 

order to have effect. 

(b) If the Customer wishes to vary its requirements after a Quote has been prepared by 

the Supplier or after the placement of an Order, the Supplier reserves the right to vary 

the Quote to include any Additional Charge in respect of any extra costs incurred or 

additional work carried out due to the variation, in accordance with its then current 

charge rates. A revised Quote issued by the Supplier in respect of the requested 

variation supersedes the original Quote. If the revised Quote only specifies additional 

work, the Quote for that additional work will be in addition to the immediately preceding 

Quote for the Goods or Services or both. 

(c) The Supplier has an automatic extension of time for the provision of the Goods or 

Services equal to the delay caused by the variation. 

6. Invoicing and payment 

(a) The Supplier may in its absolute discretion, issue an invoice to the Customer in any 

one or more of the following ways: 

(i) prior to commencing the provision of the Goods or Services, for an amount 

equal to the Quote and Additional Charges where the Supplier has not previously 

carried out work for the Customer or where the Supplier chooses to do so; 

(ii) at the end of each week before the Order is completed, the Supplier may 

issue one or more invoices for a proportion or the whole of the amount of the 

Quote (the proportion to be calculated at the Supplier's discretion either for work 

done to that point, work in the future or both) and require that proportion of the 

Quote be paid in advance of any further Goods or Services being provided; or 

(ii) upon completion of the provision of the Goods or Services or any time after 

such completion, for an amount equal to the Quote or the balance of the Quote 

outstanding, any Additional Charges and any amount not previously invoiced, or 

if no Quote was provided, for an amount representing the Supplier's charge for 

the work performed in completing the Order and for any Additional Charges. 

(b) The amount payable by the Customer will be the amount set out in the invoice. This 

will be calculated as: 

(i) the amount for the Goods or Services (or both) as set out in the Quote and any 

Additional Charges, or 

(ii) where no Quote has been provided by the Supplier, the Supplier's usual 

charges for the goods or services (or both) as described in the Order. 

( c ) The Customer must pay an invoice issued by the Supplier to the Supplier within 7 

days of a valid tax invoice being issued to the Customer. 

( d ) If any invoice is due but unpaid, the Supplier may withhold the provision of any 

further Goods or Services until overdue amounts are paid in full. 

( e ) The Supplier may in its complete discretion apply any payment received from the 

Customer to any amount owing by the Customer to the Supplier. 

(f) The Customer is not entitled to retain any money owing to the Supplier 

notwithstanding any default or alleged default by the Supplier of these terms of trade, 

including (but not limited to) the supply of allegedly faulty or defective Goods, provision 

of Services to an inadequate standard or a delay in the provision of Goods or Services. 

Nothing in this paragraph affects the Customer's rights for any alleged failure of a 

consumer guarantee under the ACL. 

( g ) The Customer is to pay the Supplier on demand interest at the rate of 10% per year 

on all overdue amounts owed by the Customer to the Supplier, calculated daily. 

(h) All costs and expenses associated with collecting overdue amounts, including (but 

not limited to) legal fees and internal costs and expenses of the Supplier, are to be paid 

by the Customer as a debt due and payable under these terms of trade 

(i) The Customer and the Supplier agree to comply with their obligations in relation to 

Goods and Services Tax (GST) under the A New Tax System (Goods and Services Tax) Act 

1999 and any other applicable legislation governing GST. 

7. Additional Charges 

( a ) The Supplier may require the Customer to pay Additional Charges in respect of 

Costs incurred by the Supplier as a result of reliance on inadequate or incorrect 

information or material provided by the Customer or information or material supplied 

later than required by the Supplier in order for it to provide the Goods or Services within 

the specified time frame (if any). 

(b) The imposition of Additional Charges may also occur as a result of: 

(i) cancellation by the Customer of an Order where cancellation results in Loss to 

the Supplier; 

(ii)storage costs for Goods not collected from the Supplier within 2 weeks of the 

date on which the Goods are manufactured, fabricated, created or formed; 

(iii) photocopying, courier, packing or handling charges not included in the 

Quote; 

(iv) Government or council taxes or charges not included in the Quote; or 

(v) additional work required by the Customer or any other occurrence which 

causes the Supplier to incur costs in respect of the Customer's Order additional 

to the quoted cost. 

8. Acceptance of Goods 

If the Customer fails to advise the Supplier in writing of any fault in Goods or failure of 

Goods to accord with the Customer's Order within 48 hours of delivery, the Customer is 

deemed to have accepted the Goods and to have accepted that the Goods are not 

faulty and accord with the Customer's Order. Nothing in this paragraph affects the 

Customer's rights for any alleged failure of a consumer guarantee under the ACL. 

9 . Title and risk 

(a) Risk in Goods passes to the Customer immediately upon delivery. 

(b) Property and title in Goods supplied to the Customer under these terms of trade 

does not pass to the Customer until all money (including money owing in respect of 

other transactions between the Supplier and the Customer) due and payable to the 

Supplier by the Customer have been fully paid. 

(c) Where Goods are supplied by the Supplier to the Customer without payment in full, 

the Customer: 

(i) is a bailee of the Goods until property in them passes to the Customer; 

(ii) irrevocably appoints the Supplier to be its attorney to do all acts and things 

necessary to ensure the retention of title to goods including the registration of 

any security interest in favour of the Supplier with respect to the Goods under 

applicable law; 

(iii) must be able upon demand by the Supplier to separate and identify as 

belonging to the Supplier Goods supplied by the Supplier from other goods 

which are held by the Customer 

(iv) must not allow any person to have or acquire any security interest in the 

Goods; 

(v) agrees that the Supplier may repossess the Goods if payment is not made 

within 7 days (or such longer time as the Supplier may, in its complete discretion, 

approve in writing) of the supply of the Goods; and 

(vi) the Customer grants an irrevocable licence to the Supplier or its agent to 

enter the Customer's premises in order to recover possession of Goods pursuant 

to this paragraph. The Customer indemnifies the Supplier for any damage to 

property or personal injury which occurs as a result of the Supplier entering the 

Customer's premises. 

(d) Where Goods are supplied by the Supplier to the Customer without payment in full 

of all moneys payable in respect of the Goods and any Services provided by the Supplier 

in respect of those Goods, and: 

(i) the Customer makes a new object from the Goods, whether finished or not; 

(ii) the Customer mixes the Goods with other goods; or 

(iii) the Goods become part of other goods (New Goods), the Customer agrees 

with the Supplier that the ownership of the New Goods immediately passes to 

the Supplier. The Customer will hold the New Goods on trust for the Supplier 

until payment of all sums owing to the Supplier whether under these terms of 

trade or any other contract have been made. The Supplier may require the 

Customer to store the New Goods in a manner that clearly shows the ownership 

of the Supplier. 

(e) For the avoidance of doubt, under paragraph 9(d), the ownership of the New Goods 

passes to the Supplier at the beginning of the operation or event by which the Goods are 

converted into, are mixed with or become part of other goods. 

(f) Despite paragraph 9(c), the Customer may transfer, sell or dispose of Goods, 

including New Goods, to a third party in the ordinary course of business. This is 

provided that: 

(i) where the Customer is paid by a third party in respect of Goods including New 

Goods, the Customer holds the whole of the proceeds of sale, less any GST, on 

trust for the Supplier in a separate account, until all amounts owned by the 

Customer to the Supplier have been paid; or 

(ii) where the Customer is not paid by a third party, the Customer agrees to 

assign all of its rights against the third party to the Supplier upon the Supplier 

giving the Customer notice in writing to that effect and for the purpose of giving 

effect to that assignment the Customer irrevocably appoints the Supplier as its 

attorney. 

(g) Where Goods are supplied by the Supplier to the Customer without payment in full of 

all moneys payable in respect of the Goods and any Services provided by the Supplier in 

respect of those Goods, the Customer acknowledges that the Supplier has a right to 

register and perfect a personal property security interest. 

(h) If: 

(i) a PPS Law applies or commences to apply to these terms of trade or any 

transaction contemplated by them, or the Supplier determines (based on legal 

advice) that this is the case; and 

(ii) in the Supplier's opinion, the PPS Law: 

(A) does or will adversely affect the Supplier's security position or obligations; or 

(B) enables or would enable the Supplier's security position to be improved 

without adversely affecting the Customer, 

the Supplier may give notice to the Customer requiring the Customer to do 

anything (including amending these terms of trade or execute any new Terms and 

Conditions) that in the Supplier's opinion is necessary, to the maximum possible 

extent, to overcome the circumstances contemplated in paragraph 9(h)(ii)(A) or 

improve the security position as contemplated in paragraph 9(h)(ii)(B). The 

Customer must comply with the requirements of that notice within the time 

specified in the notice. If having completed everything reasonably practicable as 

required under this paragraph, in the Supplier's opinion the Supplier's security 

position or obligations under or in connection with these terms of trade have 

been or will be materially adversely affected, the Supplier may by further notice 

to the Customer cancel these terms of trade. If this occurs, the Customer must 

pay to the Supplier any money owed to the Supplier by the Customer 

immediately. 

10. Intellectual Property Rights 

(a) The Customer warrants that it owns all Intellectual Property Rights pertaining to its 

Order for Goods or Services or has a licence to authorise the Supplier to reproduce or 

use all copyright works or other materials the subject of Intellectual Property Rights 

supplied by the Customer to the Supplier for the purposes of the Order. Further, the 

Customer indemnifies and agrees to keep indemnified the Supplier against all Losses 

incurred by the Supplier in relation to or in any way directly or indirectly connected with 

any breach of any other Intellectual Property Rights in relation to any material supplied 

by the Customer. 

(b) Unless specifically agreed in writing between the Supplier and the Customer, all 

Intellectual Property Rights in any works created by the Supplier on behalf of the 

Customer vest in and remain the property of the Supplier. 

(c) Any modifications, enhancements, adaptations, translations, or derivative works 

created by the Supplier based on or incorporating the Customer's Intellectual Property 

Rights shall be owned exclusively by the Supplier, and the Customer's licence under 

clause (c) shall not extend to such derivative works unless explicitly agreed in writing 

and subject to additional fees as determined by the Supplier. 

(d) Subject to payment of all invoices due in respect of the Goods or Services, the 

Supplier grants to the Customer a perpetual, non-exclusive licence to use the works 

created or produced by the Supplier in connection with the provision of Goods or 

Services under these terms of trade for the purposes contemplated by the Order. 

11. Agency and assignment 

(a) The Customer agrees that the Supplier may at any time appoint or engage an agent 

to perform an obligation of the Supplier arising out of or pursuant to these terms of 

trade. 

(b) The Supplier has the right to assign and transfer to any person all or any of its title, 

estate, interest, benefit, rights, duties and obligations arising in, under or from these 

terms of trade provided that the assignee agrees to assume any duties and obligations 

of the Supplier owed to the Customer under these terms of trade. 

(c) The Customer is not to assign, or purport to assign, any of its obligations or rights 

under these terms of trade without the prior written consent of the Supplier. 

12. Default by Customer 

( a ) Each of the following occurrences constitutes an event of default: 

(i) the Customer breaches or is alleged to have breached these terms of trade for 

any reason (including, but not limited to, defaulting on any payment due under 

these terms of trade) and fails to remedy that breach within 14 days of being 

given notice by the Supplier to do so; 

(ii) the Customer, being a natural person, commits an act of bankruptcy; 

(iii) the Customer, being a corporation, is subject to: 

(A) a petition being presented, an order being made or a meeting being called to 

consider a resolution for the Customer to be wound up, deregistered or 

dissolved; 

(B) a receiver, receiver and manager or an administrator under Part 5.3A of the 

Corporations Act 2001 being appointed to all or any part of the Customer's 

property and undertaking; 

(C) the entering of a scheme of arrangement (other than for the purpose of 

restructuring); and 

(D) any assignment for the benefit of creditors; 

(iv) the Customer purports to assign its rights under these terms of trade without 

the Supplier's prior written consent; or 

(V) the Customer ceases or threatens to cease conduct of its business in the 

normal manner. 

(b) Where an event of default occurs, except where payment in full has been received by 

the Supplier, the Supplier may: 

(i) terminate these terms of trade; 

(ii) terminate any or all Orders and credit arrangements (if any) with the 

Customer; 

(iii) refuse to deliver Goods or provide further Services; 

(iv) pursuant to clause 9(c), repossess and re-sell any Goods delivered to the 

Customer, the payment for which has not been received; or 

(v) retain (where applicable) all money paid by the Customer on account of 

Goods or Services or otherwise 

(c) In addition to any action permitted to be taken by the Supplier under paragraph 

12(b), on the occurrence of an event of default all invoices will become immediately due 

and payable. 

13. Termination 

In addition to the express rights of termination provided in these terms of trade, a party 

may terminate these terms of trade by giving 7 days written notice to the other party. 

14. Exclusions and limitation of liability 

(a) The Customer expressly agrees that use of the Goods and Services is at the 

Customer's risk. To the full extent allowed by law, the Supplier's liability for 

breach of any term implied into these terms of trade by any law is excluded. 

(b) All information, specifications and samples provided by the Supplier in relation 

to the Goods or Services are approximations only and, subject to any guarantees 

under the ACL, small deviations or slight variations from them which do not 

substantially affect the Customer's use of the Goods or Services will not entitle 

the Customer to reject the Goods upon delivery, or to make any claim in respect 

of them. 

(c) The Supplier acknowledges and agrees to comply with all consumer guarantees 

under the Australian Consumer Law (ACL). For products supplied, this includes 

providing goods of acceptable quality, taking into account the nature, price and 

intended purpose of the goods. Claims for defective products will be assessed on a 

case-by-case basis, considering factors including: 

(i) the intended use versus actual use of the product; 

(ii) length and frequency of use; 

(iii) nature of the fault (major or minor); 

(iv) repairability of the fault; 

(v) evidence of misuse or damage not related to product defect; 

(vi) any other relevant factors affecting product performance 

Subject to the ACL and any other applicable law that cannot be excluded, the Supplier 

limits its liability for any loss, damages, costs, or expenses arising from defects or 

deficiencies in Goods or Services to either replacement, repair, or refund at the 

Supplier's discretion. 

(d) Any advice, recommendation, information, assistance or service given by the 

Supplier in relation to Goods or Services or both, is given in good faith and is believed to 

be accurate, appropriate and reliable at the time it is given. It is provided without any 

warranty or accuracy, appropriateness or reliability. The Supplier does not accept any 

liability or responsibility for any Loss suffered a s a result of the Customer's reliance on 

such advice, recommendation, information, assistance or service. 

(e) To the fullest extent permissible at law, the Supplier is not liable for any direct, 

indirect, punitive, incidental, special, consequential damages or any damages 

whatsoever including, without limitation, damages for loss of use, data or profits, 

arising out of or in any way connected with the provision of or failure to provide Goods or 

Services, or otherwise arising out of the provision of Goods or the Services, whether 

based on terms of trade, negligence, strict liability or otherwise, even if the Supplier has 

been advised of the possibility of damages. 

(f) The Customer acknowledges that the Goods or Services are not for personal, 

domestic or household purposes. 

(g) The ACL may give to the Customer certain consumer guarantees, (if the Customer is 

defined as a consumer in section 3 of the ACL), which cannot be restricted, limited or 

varied. 

15. Indemnity 

(a) The Customer indemnifies and keeps indemnified the Supplier, its servants and 

agents in respect of any claim or demand made or action commenced by any person 

(including, but not limited to, the Customer) against the Supplier or, for which the 

Supplier is liable, in connection with any Loss arising from or incidental to the provision 

of Goods or Services, any Order or the subject matter of these terms of trade. 

(b) This includes, but is not limited to, any legal costs incurred by the Supplier in relation 

to meeting any claim or demand or any legal costs for which the Supplier is liable in 

connection with any such claim or demand. 

(c) This provision remains in force after the termination of these terms of trade. 

16. Force majeure 

(a) If circumstances beyond the Supplier's control prevent or hinder its provision of the 

Goods or Services, the Supplier is free from any obligation to provide the Goods or 

Services while those circumstances continue. The Supplier may elect to terminate this 

agreement or keep the agreement on foot until such circumstances have ceased. 

(b) Circumstances beyond the Supplier's control include, but are not limited to, 

unavailability of materials or components, strikes, lockouts, riots, natural disasters, fire, 

war, acts of God, government decrees, proclamations or orders, transport difficulties 

and failures or malfunctions of computers or other information technology systems. 

17. Dispute resolution 

(a) If a dispute arises between the Customer and the Supplier, the following procedure 

applies: 

(i) A party may give another party a notice of the dispute and the dispute must be dealt 

with in accordance with the procedure set out in this paragraph. A party must not 

commence legal proceedings (except proceedings seeking interlocutory relief) in 

respect of a dispute unless the dispute has been referred for resolution in accordance 

with this paragraph. A party must not oppose any application for a stay of any legal 

proceedings that may be issued in respect of a dispute pending the completion or 

termination of the procedure set out in this paragraph. 

(b) If a dispute is notified, the dispute must immediately be referred to the parties' 

respective senior management. Those representatives must endeavour to resolve the 

dispute a s soon as possible and in any event within 14 Business Days (or other period 

as agreed). 

( c ) Unless otherwise agreed by the parties, any dispute that cannot be settled by 

negotiation between the parties or their representatives, the parties expressly agree to 

endeavour to settle the dispute by mediation administered by the Australian 

Commercial Disputes Centre (ACDC) before having recourse to arbitration or litigation. 

The mediation must be conducted in accordance with the ACDC Guidelines for 

Commercial Mediation which operate at the time the matter is referred to ACDC. The 

Guidelines set out the procedures to be adopted, the process of selection of the 

mediator and the costs involved. The terms of the Guidelines are incorporated into 

these terms of trade. This paragraph survives termination of these terms of trade. 

( d ) The parties must commence mediation within [DAYS] Business Days of referral to 

ACDC. The mediator's fees and the costs of the mediation shall be borne equally by the 

parties unless otherwise agreed in writing. The selection of the mediator shall be made 

from ACDC's panel within [DAYS] Business Days of the referral, with each party 

submitting their top three preferences from the panel. If the parties cannot agree on a 

mediator from their submitted preferences, ACDC shall appoint a mediator of their 

choosing from their panel. 

( e ) Despite the existence of a dispute (including the referral of the dispute to 

mediation), each party must continue to perform its obligations under these terms of 

trade. 

(f) The parties must hold confidential, unless otherwise required by law or at the 

direction of a court of competent jurisdiction, all information relating to the subject 

matter of the dispute that is disclosed during or for the purposes of dispute resolution. 

The parties acknowledge that the purpose of any exchange of information or documents or the making of any offer of settlement pursuant to this procedure is to attempt to 

settle the dispute between the parties. No party may use any information or documents 

obtained through the dispute resolution process for any purpose other than an attempt 

to settle the dispute between the parties. 

18. Miscellaneous 

(a) These terms of trade are governed by the laws of the state or territory where the 

Supplier's registered office is situated and each party irrevocably submits to the nonexclusive jurisdiction of the courts of that state or territory. 

(b) These terms of trade and any Quotes and written variations agreed to in writing by 

the Supplier represent the whole agreement between the parties relating to the subject 

matter of these terms 

(c) These terms of trade supersede all oral and written negotiations and 

communications by and on behalf of either of the parties. 

(d) In entering into these terms of trade, the Customer has not relied on any warranty, 

representation or statement, whether oral or written, made by the Supplier or any of its 

employees or agents relating to or in connection with the subject matter of these terms 

of trade. 

(e) If any provision of these terms of trade at any time is or becomes void, voidable or 

unenforceable, the remaining provisions will continue to have full force and effect. 

( f ) A party's failure or delay to exercise a power or right does not operate a s a waiver of 

that power or right. 

( g ) A notice or other communication required or permitted to be given by one party to 

another must be in writing to the address shown on a Quote (or as varied pursuant to 

this paragraph) and delivered personally, sent by pre-paid mail to the address of the 

addressee specified in the relevant Quote; sent by fax to the fax number of the 

addressee specified in the relevant Quote, with acknowledgment of receipt from the 

facsimile machine of the addressee or sent by email to the email address of the 

addressee specified in the relevant Quote with acknowledgement of delivery. 

(h) A notice or other communication is taken to have been given (unless otherwise 

proved) if mailed, on the second Business Day after posting; or if sent by fax or email 

before 4 pm one Business Day at the place of receipt, on the day it is sent and otherwise 

on the next Business Day at the place of receipt. 

(i) A party may only change its postal or email address or fax number for service by 

giving notice of that change in writing to the other party.