Definitions
1. In these terms and conditions:
Customer’ means the person, firm, organisation, partnership, corporation, trustee of a trust or other entity (including its successors and permitted assigns) to whom goods and/or services are provided by the Supplier.
Supplier’ means Zeel Designer Kitchens Pty Ltd ACN 163 269 118 as The Trustee for Zeel Trust ABN 90 284 865 803 and its related bodies corporate (as that term is defined in the Corporations Act 2001).

Payment terms
2. Where the Customer has an approved commercial credit account with the Supplier, the terms of payment are strictly seven (7) days from the date of invoice (or such other period as nominated by the Supplier herein). The Supplier may, at any time, vary the terms of payment in accordance with the terms and conditions herein.
3. Where the Customer does not have an approved commercial credit account with the Supplier, payment shall be, at the Supplier’s discretion, due and payable:

  1. on or prior to delivery of the goods in accordance with clause 22; or
  2. by the date nominated by the Supplier’s invoice(s).

4. The Customer acknowledges that the Supplier reserves the right to issue an invoice in respect of a progress payment claim at any point time, notwithstanding whether the services have not been completed or not.
5. The Customer must check all invoices and advise the Supplier of any errors or omissions within seven (7) days of receipt. Failing advice from the Customer that the invoice contains any errors or omissions, the invoice may be deemed accepted by the Supplier.
6. Should the Customer not pay for the goods or services supplied by the Supplier in accordance with the credit terms as provided herein, or as agreed in writing by the Supplier and Customer from time to time, after issuing a written demand to the Customer demanding payment within fourteen (14) days, the Supplier will be entitled to charge an administration fee of ten (10) percent of the amount of the invoice payable.
7. The Customer acknowledges that the Supplier shall be at liberty to charge a surcharge for credit card transactions equal to the merchant fees incurred by the Supplier.

Formation of contract
8. Quotations are exclusive of GST and shall remain valid for a period of thirty (30) days from the date of quotation, unless otherwise specified in writing. The Supplier, in its sole discretion, reserves the right to withdraw, vary or extend any quotation at any time prior to the formation of a contract in accordance with clause 9. For the purposes of clarity, quotations shall only cover cabinetry and no allowance shall be made for any other surfaces (including, but not limited to, appliances, splashbacks, sinks, tapware, flooring or services such as plumbing, tiling or asbestos removal), unless otherwise specified in writing.
9. Quotations made by the Supplier will not be construed as an offer or obligation to supply in accordance with the quotation. The Supplier reserves the right to accept or reject, at its discretion, any offer to purchase received by it upon provision of written reasons to the Customer. Only written acceptance by the Supplier of the Customer’s offer will complete a contract.
10. Placement of an order, either verbally or in writing, will imply acceptance of the Supplier’s offer and of these terms and conditions.
11. At the Supplier’s sole discretion, a deposit or other form of security may be required. The deposit amount or percentage of the price due will be stipulated at the time of the order of the goods and/or services and shall immediately become due and payable upon the formation of a contract in accordance with clause 9.

Variations
12. Where the Customer requests or directs that any goods and/or services be supplied that are not strictly in accordance with the quotation or purchase order, then such goods and/or services shall constitute a variation, unless otherwise agreed between the parties.
13. The Customer understands and agrees that:

  1. the Supplier reserves the right to charge an investigation and design fee in respect of any variation;
  2. all variations must be agreed between the parties in writing prior to the goods and/or services being supplied;
  3. all variations shall be, at the Supplier’s discretion, invoiced at the rate(s) specified in the quotation, as specifically quoted, or in accordance with the Supplier’s current prevailing rates (as amended from time to time).

14. Notwithstanding clauses 12 and 13, and subject to any rights the Customer might have under any relevant legislation, the Supplier reserves the right to vary the quoted price if:

  1. there is any movement in the cost of supplying the goods and/or services specified in the Customer’s order (including, but not limited to, any increase or decrease in the cost of materials and/or labour);
  2. the goods and/or services specified in the Customer’s order are varied from the goods and/or services specified in the Supplier’s quotation;
  3. where additional goods and/or services are required due to the discovery of hidden unidentifiable difficulties (including, but not limited to, change of design and/or materials) which are only discovered on the commencement of the services; or
  4. otherwise provided for in these terms and conditions.

Cancellation of orders
15. Unless otherwise agreed in writing between the parties, the Customer may not cancel an order (or any part of an order) unless the Customer pays to the Supplier (in the Supplier’s sole discretion) any and all costs incurred by the Supplier in relation to the cancelled order (or cancelled part of an order) up until and including the date of cancellation.
16. Notwithstanding any other rights the Supplier may have under this agreement, the Supplier may cancel any order or delivery of any order, by providing written notice to the Customer if the Customer:

  1. defaults in payment of any invoice by the due date;
  2. enters into liquidation or, in the case the Customer is an individual, becomes bankrupt; or
  3. breaches an essential term of this agreement.

17. Without limiting the Supplier’s rights under clause 16, the Supplier may cancel any order or delivery of any order at any time before the goods are delivered upon the provision of written notice to the Customer. Upon the provision of such notice, the Supplier shall repay to the Customer any sums paid in respect of the order.
18. To the fullest extent permitted by law, the Supplier accepts no liability for any loss whatsoever incurred by the Customer or any third party as a result of the Supplier exercising its rights under clauses 16 or 17.

Delivery
19. The Customer shall be liable for all costs associated with delivery, including freight, insurance, handling and other charges, unless otherwise agreed in writing.
20. The Customer acknowledges and accepts that any estimated delivery or supply of goods provided by the Supplier is an estimate only and the Supplier will not be liable for any loss suffered by the Customer as a result of any delay in the delivery of goods or non-delivery of the goods.
21. Delivery will be made within normal business hours between Monday to Friday, 8.00am to 5.00pm only (unless otherwise agreed to in writing).
22. Delivery is deemed to occur at the earlier of:

  1. the collection of goods from the Supplier by the Customer or any third party on behalf of the Customer;
  2. the time of loading of goods at the Supplier’s premises for the purpose of delivery to the Customer.

23. The Supplier is entitled to charge a reasonable fee for storage and/or redelivery charges in the event the Customer does not, or is unable to, accept delivery of the goods.
24. The Customer accepts that the Supplier may deliver goods by instalments and require payment for each separate instalment in accordance with these terms and conditions.
25. The Customer acknowledges and accepts that it is not relieved from any obligation arising under these terms and conditions by reason of any delay in delivery.

Returns
26. The Customer must inspect the goods immediately upon delivery and must within seven (7) days after the date of inspection give written notice to the Supplier with particulars, of any claim that the goods are not in accordance with this agreement. Further, the Customer must, upon request from the Supplier, allow the Supplier to enter upon any premises occupied by the Customer to inspect the goods that are subject of the claim. If the Customer fails to give notice or refuses to allow the Supplier to inspect the goods, then to the extent permitted by law, the goods must be treated as having been accepted by the Customer and the Customer must pay for the goods in accordance with these terms and conditions.
27. The Customer cannot return goods to the Supplier without the written agreement of the Supplier.
28. The Customer acknowledges and agrees that any return, other than a return due to a default by the Supplier under this agreement or as otherwise permitted by law, will incur a handling and administration charge of ten (10) percent of the purchase price of the returned goods.
29. Unless otherwise agreed in writing between the parties, the Customer must pay all costs associated with the return of any goods (either to the Supplier or from the Supplier to the Customer or any third party) including freight, insurance, handling and other charges. Goods to be returned to the Supplier must be packed and wrapped appropriately and must include all original packaging and documentation. The Supplier accepts no liability for any damage that occurs to any goods in return transit.

Non-Stock Items
30. The Customer acknowledges that orders for non-stock, custom-made, and special goods (Non-Stock Items) may have to be purchased in minimum quantities and that the Customer will be notified if this applies in respect of the Customer’s order.
31. Notwithstanding anything herein to the contrary, and subject to any rights the Customer might have under the Competition and Consumer Act 2010 or any relevant State or Federal Legislation, the Customer acknowledges and agrees that Non-Stock Items are non-refundable and cannot be returned to the Supplier, unless otherwise agreed in writing by the Supplier.

Risk
32. Risk of damage to or loss of the goods passes to the Customer on delivery and the Customer must insure the goods on or before delivery.
33. If any of the goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, the Supplier is entitled to receive all insurance proceeds payable for the goods to the extent of the indebtedness of the Customer to the Supplier. The production of these terms and conditions by the Supplier is sufficient evidence of the Supplier’s rights to receive the insurance proceeds without the need for any person dealing with the Supplier to make further enquires.
34. If the Customer requests that goods are delivered either to an unattended location, left outside, or are left outside the Supplier’s premises for collection, the Customer acknowledges that the Supplier will deliver the goods as requested at the Customer’s risk.
35. The Customer must insure all appliances upon their delivery to the nominated site.
36. The Customer acknowledges and understands that timber is a natural wood product and as such may exhibit variations in the texture, shade, colour, surface, finish, markings, veining, and contains natural fissures, occlusions, lines, indentations and may fade or change colour over time. Whilst the Supplier will take reasonable steps to match sales samples to the goods supplied, the Supplier, to the fullest extent permitted by law, accepts no liability whatsoever where such samples differ to the goods supplied.
37. The Customer further acknowledges and understands that timber is a hydroscopic material subject to expansion and contraction, and as such, the Supplier, to the fullest extent permitted by law, accepts no liability whatsoever for damage, disfiguration, deterioration, or loss to timber caused as a result of:

  1. natural expansion and contraction;
  2. exposure to liquids or damage substances;
  3. exposure to the elements; or
  4. impact, abrasion, or scratching.

38. Whilst all care shall be taken to secure any personal property entrusted to the Supplier, all such property left with the Supplier shall be at the Customer’s sole risk.

Retention of title
39. Until such time as the Customer has made payment in full for the goods and until such time as the Customer has made payment in full of all other money owing by the Customer to the Supplier (whether in respect of money payable under a specific contract or on any other account whatsoever):

  1. title in the goods does not pass to the Customer;
  2. the Customer agrees that property and title in the goods will not pass to the Customer and the Supplier retains the legal and equitable title in those goods supplied and not yet sold;
  3. the Customer will hold the goods in a fiduciary capacity for the Supplier and agrees to store the goods in such a manner that they can be identified as the property of the Supplier, and will not mix the goods with other similar goods; and
  4. the Customer will be entitled to sell the goods in the ordinary course of its business but will sell as agent and bailee for the Supplier and the proceeds of sale of the goods will be held by the Customer on trust for the Supplier absolutely.

40. The Customer’s indebtedness to the Supplier, whether in full or in part, will not be discharged by the operation of clause 39(d) hereof unless and until the funds held on trust are remitted to the Supplier.
41. The Customer agrees that whilst property and title in the goods remains with the Supplier, the Supplier has the right, with prior notice to the Customer, to enter upon any premises occupied by the Customer (or any receiver, receiver and manager, administrator, liquidator or trustee in bankruptcy of the Customer) to inspect the goods of the Supplier and to repossess the goods which may be in the Customer’s possession, custody or control when payment is overdue.
42. The Customer will be responsible for the Supplier’s reasonable costs and expenses in exercising its rights under clause 41 where the Customer is otherwise in default of the terms of this agreement. Where the Supplier exercises any power to enter the premises, that entry will not give rise to any action of trespass or similar action on the part of the Customer against the Supplier, its employees, servants or agents.
43. The Customer agrees that where the goods have been retaken into the possession of the Supplier, the Supplier has the absolute right to sell or deal with the goods, and if necessary, sell the goods with the trademark or name of the Customer on those goods, and the Customer hereby grants an irrevocable licence to the Supplier to do all things necessary to sell the goods bearing the name or trademark of the Customer.
44. For the avoidance of doubt, the Supplier’s interest constitutes a ‘purchase money security interest’ pursuant to the PPSA.

Customer’s obligations prior to installation
45. Where the Supplier has been retained to install the goods, prior to the commencement of services, the Customer must clearly mark the location of all services above and below ground, including, but not limited to, drains, pipes, sewers, mains, gas lines, pumping services, and telecommunications and electricity cables and advise the Supplier of the precise location of these services.
46. Whilst the Supplier shall take reasonable steps to avoid damage to services above and below ground, the Customer agrees to indemnify the Supplier and keep the Supplier indemnified against any losses, damages, costs, expenses and/or fines resulting from the Customer’s failure to comply with clause 45.

Installation services
47. Where the Supplier has been engaged to supply and install the goods, the Customer acknowledges that it must ensure that site amenities required by the Supplier, including, but not limited to, water, electricity and sanitary accommodation (i.e. serviced toilet facilities) are provided for the Supplier’s use (at no expense to the Supplier).
48. The Customer acknowledges and understands that:

  1. the Customer must advise the Supplier’s project administrator of any instructions or alternations that arise on the day of installation (and not merely the person or persons installing the goods);
  2. the Supplier may suspend or cease performance of the services at any time upon written notice to the Customer if, in the reasonable opinion of the Supplier, it would be unsafe for any person for the Supplier to provide (or continue to provide) services at the Customer’s nominated site;
  3. the process of removing bench tops and cabinets may cause damage to the surrounding walls, floor tiles, or appliances and the Supplier, to the extent permitted by law, accepts no liability for any such loss or damage;
  4. the Supplier shall at no time during the installation of the goods be responsible for the connection or installation any associated appliances (including, without limitation, dishwashers, hot plates or ovens) and that the connection or installation of any such appliances shall be the Customer’s sole responsibility; and
  5. where non-standard appliances, such as under mount sinks and taps, which are separate from the sink/basins are to be built-in to the goods, the Customer must confirm the positioning of such appliances during the design phase.

Site access
49. The Customer acknowledges that it shall at all times permit the Supplier (including its contractors, agents and employees) to have free, clear and unrestricted access to the site where the services are to be provided to enable the Supplier to fulfil its obligations under this agreement without unreasonable interruption, impediment, delay or obstruction.
50. In the event that free, clear and unrestricted access to the site is not available to the Supplier in accordance with clause 49, the Supplier reserves the right to cease the provision of services upon the provision of written notice to the Customer.
51. The Customer agrees to indemnify the Supplier from any and all costs and penalties (including claims for liquidated damages) if the completion of the services is delayed due to interrupted site access.

Site damage
52. The Customer must notify the Supplier of any damage caused to the site (or any neighbouring real or personal property) by the Supplier or its contractors, agents and/or employees within twenty-four (24) hours of becoming aware of the damage. To the extent permitted by law, the Supplier accepts no liability for any damage when the Supplier is not notified within this timeframe.

Site contamination
53. Should the Supplier (or its contractors, agents, or employees) discover asbestos or any other contaminants at the site which pose (or may pose) a health risk to any person, then the Supplier reserves the right to suspend or cease the provision of services, until such time as licensed contractors commissioned by the Customer have cleared all such contaminants from the site.

Indemnity
54. The Customer agrees to indemnify the Supplier and keep the Supplier indemnified against any claim that arises out of the goods and services supplied under this agreement to the extent that such a claim is a consequence of a default by the Customer under the terms of this agreement. This indemnity includes any legal fees and expenses the Supplier incurs in order to enforce its rights, on an indemnity basis.

Provision of further information
55. If the Customer is a corporation (with the exception of a public listed company), it must advise the Supplier of any alteration to its corporate structure (for example, by changing directors, shareholders, or its constitution) and/or any other changes to the Customer’s details (including, but not limited to, its address, telephone number, facsimile number or business practice). To the extent permitted by law, the Customer shall indemnify the Supplier for any loss, damage, costs and/or expense incurred by the Supplier as a result of the Customer’s failure to comply with this clause.

Insolvency
56. If the Customer becomes insolvent, to the extent permitted by law, the Customer remains liable under this agreement for payment of all liabilities incurred hereunder. The Customer remains liable under this agreement even if the Supplier receives a dividend or payment as a result of the Customer being insolvent.

Waiver
57. A waiver of any provision or breach of this agreement by the Supplier must be made by an authorised officer of the Supplier in writing. A waiver of any provision or breach of this agreement by the Customer must be made by the Customer’s authorised officer in writing.
58. Until ownership of the goods passes, the Customer waives its rights it would otherwise have under the PPSA (unless otherwise agreed to in writing by the Supplier and the Customer:

  1. under section 95 to receive notice of intention to remove an accession;
  2. under section 118 to receive notice that the Supplier intends to enforce its security interest in accordance with land law;
  3. under section 121(4) to receive a notice of enforcement action against liquid assets;
  4. under section 129 to receive a notice of disposal of goods by the Supplier purchasing the goods;
  5. under section 130 to receive a notice to dispose of goods;
  6. under section 132(1) to receive a statement of account following disposal of goods;
  7. under section 132(4) to receive a statement of account if no disposal of goods for each six (6) month period;
  8. under section 135 to receive notice of any proposal of the Supplier to retain goods;
  9. under section 137(2) to object to any proposal of the Supplier to retain or dispose of goods;
  10. under section 142 to redeem the goods;
  11. under section 143 to reinstate the security agreement; and
  12. under section 157(1) and 157(3) to receive a notice of any verification statement.

Security/charges
59. The Customer charges in favour of the Supplier all of its estate and interest in any real property, whether held in its own right or as capacity as trustee, the Customer owns at present and in the future with the amount of its indebtedness hereunder until discharged.
60. The Customer charges in favour of the Supplier all of its estate and interest in any personal property, whether held in its own right or as capacity as trustee, the Customer owns at present and in the future with the amount of its indebtedness hereunder until discharged.
61. As security for the payment of the amount of its indebtedness to the Supplier from time to time, the Customer irrevocably appoints as its duly constituted attorney the Supplier’s company secretary from time to time to execute in the Customer’s name and as the Customer’s act and deed any real property mortgage, bill of sale or consent to any caveat the Supplier may choose to lodge against real property that the Customer may own in any Land Titles Office in any state or territory of Australia, even though the Customer may not have defaulted in carrying out its obligations hereunder upon written notice and demand to the Customer (in the event that there is no default by the Customer in carrying out its obligations hereunder).
62. Where the Customer has previously entered into an agreement with the Supplier by which the Customer has granted a charge, mortgage or other security interest (including a security interest as defined in the Personal Property Securities Act 2009 (PPSA)) over or in respect of real or personal property, those charges, mortgages or other security interests and the terms which directly or indirectly create rights, powers or obligations in respect thereto will continue and co-exist with the obligations and security interests created in this agreement and will secure all indebtedness and obligations of the Customer under this agreement. The Supplier may, at its election and upon the provision of written notice, vary the terms of such previous charges, mortgages or other securities to reflect the terms herein.

Costs
63. The Customer must pay for its own legal, accounting and business costs and all costs incurred by the Supplier relating to any default by the Customer under this agreement. The Customer must also pay for all stamp duty and other taxes payable on this agreement (if any).
64. The Customer will pay the Supplier’s costs and disbursements incurred in pursuing any recovery action, or any other claim or remedy, against the Customer, including collection costs, debt recovery fees and legal costs on an indemnity basis.
65. Subject to clauses 66 and 67, payments by, or on behalf of, the Customer will be applied by the Supplier as follows.

  1. Firstly, in payment of any and all collection costs and legal costs in accordance with clauses 42 and 64.
  2. Secondly, in payment of any interest incurred in accordance with clause 70.
  3. Thirdly, in payment of the outstanding invoice(s), or part thereof in an order determined by the Supplier in its absolute discretion.

66. To the extent that payments have been allocated to invoices by the Supplier in its business records, the Supplier may, at its sole and unfettered discretion, allocate and/or retrospectively reallocate payments in any manner whatsoever at the Supplier’s absolute discretion, including in a manner inconsistent with clause 65 herein.
67. Payments allocated (and/or reallocated) under clause 65 and/or 66 will be treated as though they were allocated (and/or reallocated) in the manner determined by the Supplier on the date of receipt of payment.

Taxes and duty
68. The Customer must pay GST on any taxable supply made by the Supplier to the Customer under this agreement. The payment of GST is in addition to any other consideration payable by the Customer for a taxable supply.
69. If as a result of:

  1. any legislation becoming applicable to the subject matter of this agreement; or
  2. any changes in legislation or its interpretation by a court of competent jurisdiction or by any authority charged with its administration;

the Supplier becomes liable to pay any tax, duty, excise or levy in respect of the amounts received from the Customer, then the Customer must pay the Supplier these additional amounts on 48 hours’ written demand.

Interest rates
70. The interest rate on any outstanding debts is a fixed rate of ten (10) percent per annum.

Set-off
71. All payments required to be made by the Customer under this agreement will be made free of any set-off, or counterclaim and without deduction or withholding, unless agreed to otherwise by the Supplier and the Customer in writing or as required by law.
72. Any amount due to the Supplier from time to time may be deducted from any monies which may be or may become payable to the Customer by the Supplier.

Intellectual property
73. The copyright in all designs, drawings, specifications and data (collectively, Designs) prepared or compiled by the Supplier shall remain in the Supplier and the Customer shall not have the right or license to use such Designs without the express written consent of the Supplier.
74. All Designs supplied by the Supplier shall remain the absolute property of the Supplier and no part of any such Designs are to be divulged to any third party without the prior written consent of the Supplier.
75. Where any Designs or instructions for Designs have been supplied by the Customer, the Customer warrants that the use of those Designs does not infringe the intellectual property rights of any third party. Further, the Customer agrees to indemnify the Supplier against any claim arising from the use of Designs supplied by the Customer where such Designs infringe or are alleged to infringe the intellectual property rights of any third party.

Accuracy of Customer’s Designs
76. The Customer warrants that any measurements and/or Designs provided by the Customer to the Supplier are accurate and correct. The Supplier accepts no liability for any loss, damage, costs or expense incurred by the Supplier or by any third party as a result of the Customer’s measurements and/or Designs being inaccurate or incorrect.

Limitation of liability
77. In relation to the supply of goods, to the extent permitted by law, the Supplier’s liability is limited to:

  1. replacing the goods or supplying similar goods;
  2. repairing the goods;
  3. providing the cost for replacing the goods or for acquiring equivalent goods; and
  4. providing the cost for having the goods repaired.

78. In relation to the supply of services, to the extent permitted by law, the Supplier’s liability is limited to:

  1. supplying the services again; or
  2. providing for the cost of having the services supplied again.

79. To the extent permitted by law, the Supplier is not liable for any defective goods where:

  1. the defects are due to natural variations in colour and texture;
  2. the goods are altered by the Customer in any way following delivery; or
  3. there is an error in the working documentation supplied by the Customer.

80. The Supplier is not liable for loss of profit, economic or financial loss, damages, consequential loss, loss of opportunity or benefit, loss of a right or any other indirect loss suffered by the Customer as a result of the goods and/or services supplied under this agreement.
81. To the extent permitted by law, the Supplier offers no warranty (express or implied) as to the quality or suitability of the goods for any particular purpose. Nothing in this agreement shall be read or applied so as to purport to exclude, restrict or modify or have the effect of excluding, restricting or modifying the application in relation to the supply of any goods and/or services pursuant to this agreement of all or any of the provisions the Competition and Consumer Act 2010 or any relevant State or Federal Legislation which by law cannot be excluded, restricted or modified.

Subcontracting and assignment
82. The Customer acknowledges that the Supplier reserves the right to subcontract:

  1. the manufacturing and/or supply of any part of the goods quoted or any of the goods to be supplied; and
  2. the services to be supplied (or any part of those services).

83. Any rights, obligations or benefits created or conferred by this agreement are not unilaterally assignable by one party and will not be assigned without the prior written consent or approval of the other party.
84. The Customer agrees that it will not unreasonably withhold its consent should the Supplier request to assign rights, obligations or benefits in accordance with clause 83.

Miscellaneous
85. The Supplier is not liable for any loss caused to the Customer by reason of strikes, lockouts, floods, tempest, fires, riots, war, embargoes, civil commotions, supplier shortages, plant or mechanical breakdown, acts of God or any other activity beyond the Supplier’s control.
86. All appliances, hardware, and 3D drawings are purely for the visual aid of the Customer and may not accurately represent the finished look or positioning of the Customer’s chosen goods.
87. The Customer will, at the request of the Supplier, execute documents and do such further acts as may be required for the Supplier to register pursuant to the PPSA the security interest granted by the Customer under the PPSA.
88. The Customer agrees to accept service of any document required to be served, including any notice under this agreement or the PPSA or any originating process, by prepaid post at any address nominated in this application or any other address later notified to the Supplier by the Customer or the Customer’s authorised representative.
89. The Customer further agrees that where the Supplier has rights in addition to those under part 4 of the PPSA, those rights will continue to apply.
90. The Customer irrevocably grants to the Supplier the right to enter upon the Customer’s property or premises, with notice, and without being in any way liable to the Customer or to any third party, if the Supplier has cause to exercise any of its rights under sections 123 and/or 128 of the PPSA, and the Customer shall reasonably indemnify the Supplier from any claims made by any third party as a result of such exercise.

Severance
91. If any provision of this agreement is not enforceable in accordance with its terms, other provisions which are self-sustaining are, and continue to be, enforceable in accordance with their terms.
92. If any part of this agreement is invalid or unenforceable, that part is deleted and the remainder of the agreement remains effective.

Variation of agreement
93. The Customer agrees that these terms and conditions may be varied, added to, or amended by an authorised officer of the Supplier at any time by written notice to the Customer. Subject to clause 94, after fourteen (14) days of receipt of the written notice of the variation(s), the variation(s) will be deemed agreed by the Customer. Clerical errors (such as spelling mistakes or grammatical errors) may be subject to correction by the Supplier without notification.
94. Any proposed variation to these terms and conditions by the Customer must be requested in writing. The Supplier may refuse any such request without providing reasons either orally or in writing.
95. Variations requested by the Customer will only be binding upon the Supplier if they are in writing signed by an authorised officer of the Supplier.

Consent to register
96. The Customer hereby consents to the Supplier recording the details of this agreement on the Personal Property Securities Register and agrees to do all things necessary and reasonably required by the Supplier to effect such registration.
97. The Customer waives any right or entitlement to receive notice of the registration of any security interest(s) created by this instrument on the Personal Property Securities Register.

Jurisdiction
98. The Customer acknowledges and agrees that this agreement will be governed by the laws of Western Australia, and the laws of the Commonwealth of Australia which are in force in Western Australia.
99. The Customer acknowledges and agrees that any contract for the supply of goods or services between the Supplier and the Customer is formed at the address of the Supplier.
100. The parties to this agreement submit to the non-exclusive jurisdiction of the courts of Western Australia and the relevant federal courts and courts competent to hear appeals from those courts.

Entire agreement
101. This agreement constitutes the entire agreement between the parties relating in any way to its subject matter, unless agreed to otherwise by the Supplier and the Customer in writing. All previous negotiations, understandings, representations, warranties, memoranda or commitments about the subject matter of this agreement are merged in this agreement and are of no further effect. No oral explanation or information provided by a party to another affects the meaning or interpretation of this agreement or constitutes any collateral agreement, warranty or understanding.
102. For the avoidance of doubt, the Customer understands and agrees that these terms will prevail over, and the Supplier will not be bound by, any conditions (express or implied) added or provided by the Customer, whether contained in a purchase order or otherwise, unless otherwise agreed in writing by the Supplier.