Terms & Conditions | TS Food Solutions

STANDARD TERMS AND CONDITIONS OF SUPPLY

TS FOOD SOLUTIONS PTY LTD

Important note: These Terms are intended to apply to all supplies made by us. Please read them carefully before

placing an order. By placing an order, accepting delivery or continuing to trade with us, you agree that these Terms apply to our supply of goods to you.

1. DEFINITIONS AND INTERPRETATION

1.1. Definitions

In these Terms, unless the context requires otherwise:

ACL means the Australian Consumer Law contained in

Schedule 2 to the Competition and Consumer Act 2010

(Cth).

Customer means the person, company, partnership, trust

or other entity that places an order with, purchases goods

from, or otherwise trades with the Supplier.

Goods means any food products, beverages, ingredients,

packaging, related products or other goods supplied or to

be supplied by the Supplier to the Customer.

Invoice means any tax invoice, invoice, proforma invoice,

delivery order or other document issued by the Supplier

in relation to the supply of Goods.

Order means any order, request, confirmation or

instruction for the supply of Goods, whether made in

person, by phone, email, WhatsApp, WeChat, online

platform, purchase order or any other method accepted

by the Supplier.

PPSA means the Personal Property Securities Act 2009

(Cth).

PPSR means the Personal Property Securities Register

established under the PPSA.

Supplier means TS Food Solutions Pty Ltd ACN 671 803

884.

Terms means these Standard Terms and Conditions of

Supply, as amended from time to time.

1.2. Interpretation

In these Terms, unless the context requires otherwise:

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

(b) a reference to a person includes an individual,

company, partnership, trust, association,

government body or other entity;

successors, permitted assigns, administrators and

substitutes;

(d) a reference to a law includes that law as amended,

re-enacted or replaced from time to time;

(e) a reference to a document includes that document

as varied, replaced or novated from time to time;

(f) headings are for convenience only and do not affect

interpretation;

(g) the words “include”,“including” and similar

expressions are not words of limitation;

(h) where a word or expression is defined, its other

grammatical forms have corresponding meanings;

and

(i) an obligation on two or more persons binds them

jointly and severally.

2. APPLICATION OF THESE TERMS

2.1. These Terms apply to all quotations, Orders,

sales, deliveries, accounts and supplies of Goods

by the Supplier to the Customer.

2.2. The Customer is taken to have accepted these

Terms if the Customer:

(a) signs a credit application form or account

opening document referring to these Terms;

(b) places an Order with the Supplier;

(d) accepts delivery of Goods;

(e) signs an Invoice or delivery order;

(f) pays any Invoice issued by the Supplier; or

(g) continues to trade with the Supplier after

receiving notice of these Terms.

Page 13. 2.3. These Terms apply whether or not the Customer

has signed a written credit application or formal

supply agreement.

2.4. The Customer’s own terms and conditions,

including any terms appearing on the

Customer’s purchase order or other document,

do not apply unless expressly accepted in

writing by the Supplier.

2.5. If there is any inconsistency between these

Terms and any special terms expressly agreed in

writing by the Supplier, the special terms prevail

to the extent of the inconsistency.

3. ORDERS AND FORMATION OF CONTRACT

3.1. The Customer may place Orders by any method

accepted by the Supplier, including in person, by

phone, email, WhatsApp, WeChat, through a

sales representative, or through any online

ordering platform implemented by the Supplier.

3.2. Each Order placed by the Customer is an offer to

purchase the Goods on these Terms.

3.3. The Supplier is not obliged to accept any Order.

An Order is accepted only when the Supplier

confirms acceptance, issues an Invoice,

processes the Order, delivers the Goods, or

otherwise acts in a manner consistent with

accepting the Order.

3.4. The Supplier may refuse, cancel, suspend or

vary any Order where:

(a) the Goods are unavailable;

(b) the Customer has exceeded its approved credit

limit;

(d) the Supplier has reasonable concerns about the

Customer’s creditworthiness;

(e) the Order is below any minimum order

requirement notified by the Supplier; or

(f) the Supplier is otherwise unable to supply the

Goods.

3.5. The Supplier may require the Customer to

confirm a proforma invoice before the Order is

processed or delivered.

3.6. Confirmation of a quote or proforma invoice

may be given by email, WhatsApp, WeChat, text

message, online platform confirmation, written

signature or any other written or electronic

method accepted by the Supplier.

4. QUOTATIONS AND PROFORMA INVOICES

4.1. Unless otherwise stated, any quote or proforma

invoice issued by the Supplier is valid only for

the period stated in that document.

4.2. If no validity period is stated, the quote or

proforma invoice may be withdrawn or

amended by the Supplier at any time before

acceptance.

4.3. Prices quoted are based on costs prevailing at

the time of issue and may be varied to reflect

changes in supplier costs, freight, fuel costs,

exchange rates, duties, tariffs, taxes, labour

costs, ingredient costs, packaging costs or other

costs outside the Supplier’s reasonable control.

4.4. A quote, price list or proforma invoice is not an

offer capable of acceptance unless expressly

stated by the Supplier.

5. PRICES AND GST

5.1. Unless otherwise stated, all prices are exclusive

of GST.

5.2. The Customer must pay GST on any taxable

supply made by the Supplier.

5.3. The Customer must pay all delivery charges,

freight charges, handling charges, government

charges, duties, levies and other applicable costs

specified by the Supplier.

5.4. The Supplier may correct any clerical error,

pricing error or omission in any quote, Invoice or

other document.

6. PAYMENT TERMS

6.1. The Customer must pay each Invoice in full,

without set-off, deduction or counterclaim, by

the due date stated on that Invoice or otherwise

approved in writing by the Supplier.

6.2. Unless the Supplier approves other payment

terms in writing, payment is due 30 days from

the date of Invoice.

Page 27. 8. 6.3. The Supplier may approve different payment

terms for different Customers.

6.4. The granting of credit is at the Supplier’s

absolute discretion. The Supplier may reduce,

suspend, cancel or withdraw credit at any time.

6.5. Time for payment of an Invoice is of the

essence.

6.6. The Customer must not withhold payment

because of any claim, dispute, complaint, set-off

or alleged defect unless required by law.

7. CREDIT LIMITS AND CREDIT SUPPORT

7.1. If the Customer has submitted a separate credit

application form and the Supplier has approved

that application in writing, the Customer’s

approved credit limit and credit terms are as set

out in that approval, subject to these Terms.

7.2. Unless the Supplier has approved a separate

credit application in writing, the Supplier may

require payment before delivery or otherwise

set, vary, suspend or cancel any credit limit or

credit facility for the Customer at any time.

7.3. As part of assessing, approving, reviewing or

continuing any credit facility, the Supplier may

request that the Customer provide further

information or complete a separate credit

application form.

7.4. The Supplier may also request additional credit

support, including a separate Personal

Guarantee and Indemnity or General Security

Agreement.

7.5. Any Personal Guarantee and Indemnity or

General Security Agreement will apply only if

separately entered into by the relevant parties.

7.6. The Supplier may refuse, suspend, reduce or

withdraw credit, or require payment before

delivery, if the Customer does not provide the

information, credit application or credit support

requested by the Supplier to the Supplier’s

satisfaction.

8. LATE PAYMENT AND DEFAULT INTEREST

8.1. If the Customer fails to pay any amount by the

due date, the Supplier may, without limiting its

other rights:

(a) charge interest on the overdue amount at the

rate of 4% per annum above the Reserve Bank of

Australia cash rate, calculated daily from the due

date until payment;

(b) suspend or cancel further deliveries;

Orders;

(d) cancel any credit for the Customer;

(e) declare all amounts owing by the Customer

immediately due and payable;

(f) withdraw any rebate, discount, credit allowance

or concession previously allowed; and

(g) recover all enforcement and collection costs from

the Customer.

8.2. The Customer must reimburse the Supplier for

all reasonable costs incurred by the Supplier in

recovering overdue amounts from the

Customer, including reasonable legal costs, debt

collection agency fees, mercantile agent fees,

dishonoured payment fees, court fees and other

enforcement costs.

8.3. Payments received by the Supplier may be

applied first to enforcement costs, then to

interest, then to the oldest outstanding Invoice,

unless the Supplier decides otherwise.

9. DELIVERY

9.1. Delivery occurs when:

(a) the Goods are delivered to the Customer’s

nominated delivery address;

(b) the Goods are collected by the Customer or its

agent;

address in accordance with clause 9.5; or

(d) the Goods are otherwise made available to the

Customer in accordance with the agreed delivery

arrangements.

9.2. Delivery dates and times are estimates only. The

Supplier is not liable for delay in delivery.

9.3. The Customer must ensure that an authorised

representative is available at the delivery

Page 3address during the agreed delivery window to

receive, inspect and sign for the Goods.

9.4. The Customer must ensure that the delivery

location is safe, accessible and suitable for

delivery, including having appropriate loading

access, refrigeration, freezer space and food

handling facilities where required.

9.5. If no authorised person is available to receive

the Goods, the Supplier may, at its discretion:

(a) leave the Goods at the delivery address, in which

case delivery is deemed to have occurred and

risk passes to the Customer at that time;

(b) return the Goods to the Supplier’s premises and

charge the Customer redelivery, storage,

handling and restocking costs; or

costs or losses incurred by the Supplier.

9.6. The Customer must sign the Invoice, delivery

order or other proof of delivery document when

Goods are delivered.

9.7. A signed Invoice, delivery order, electronic

delivery confirmation, photograph or other

delivery record is evidence that the Goods were

delivered in the quantity and condition stated in

that document, unless the Customer notifies the

Supplier of any issue in accordance with clause

12.

10. RISK AND TITLE

10.1. Risk in the Goods passes to the Customer on

delivery.

10.2. Title to the Goods remains with the Supplier and

does not pass to the Customer until the Supplier

has received payment in full of all amounts

owing by the Customer to the Supplier on any

account.

10.3. Until title passes, the Customer:

(a) holds the Goods as bailee for the Supplier;

(b) must store and handle the Goods in accordance

with all applicable food safety, storage and

cold-chain requirements;

11. Page 4

Goods identifiable as goods supplied by the

Supplier;

(d) must not create any security interest over the

Goods inconsistent with the Supplier’s rights; and

(e) must not dispose of the Goods other than by sale

in the ordinary course of business.

10.4. To the extent permitted by law, the Customer

holds the proceeds of any sale of Goods before

title has passed on trust for the Supplier to the

extent of all amounts owing by the Customer to

the Supplier.

10.5. If the Customer defaults in payment, the

Supplier may, to the extent permitted by law,

require the Customer to immediately return any

Goods to which title has not passed. The

Customer must provide the Supplier with

reasonable access to any premises where Goods

to which title has not passed are located, for the

purpose of inspecting, identifying, repossessing

and removing those Goods.

10.6. The Customer indemnifies the Supplier against

any costs, claims, damage or liability arising

from the Supplier lawfully exercising its rights

under this clause, except to the extent caused

by the Supplier’s negligence, fraud or wilful

misconduct.

11. CUSTOMER’S FOOD SAFETY AND STORAGE OBLIGATIONS

11.1. The Customer is responsible for obtaining and

maintaining all licences, permits, registrations,

approvals, refrigeration facilities, freezer

facilities, food handling systems and storage

facilities required to receive, store, handle, use,

sell or on-sell the Goods.

11.2. The Customer must comply with all applicable

laws, regulations, food safety standards, health

requirements and industry standards relating to

the Goods, including the Food Standards Code

and any applicable HACCP or cold-chain

requirements.

11.3. The Customer must strictly follow all storage,

handling, temperature, use-by, best-before,

allergen, recall, product handling and safety

instructions provided by the Supplier or

appearing on the Goods.12. 11.4. The Customer is solely responsible for any

deterioration, spoilage, contamination, damage,

loss or non-compliance arising after delivery,

except to the extent caused by the Supplier

before delivery.

11.5. The Customer must not remove, alter, obscure

or interfere with any label, batch number, lot

number, use-by date, best-before date, allergen

statement, country of origin statement or other

information appearing on the Goods, except

where reasonably necessary in the ordinary

course of handling, storing, preparing or selling

the Goods and where doing so does not breach

any applicable law.

12. INSPECTION, SHORTAGES, DAMAGE AND QUALITY CLAIMS

12.1. The Customer must inspect all Goods

immediately on delivery.

12.2. Any claim for shortage, incorrect Goods, visible

damage, temperature non-conformance or

delivery discrepancy must be:

(a) noted on the Invoice or delivery order at the time

of delivery; and

(b) notified to the Supplier in writing within 24 hours

after delivery.

12.3. Any claim relating to product quality, spoilage,

contamination, fitness for purpose or other

defect not reasonably apparent on delivery

must be notified to the Supplier in writing

within 48 hours after delivery.

12.4. The Customer must provide all information

reasonably required by the Supplier to assess a

claim, including:

(a) Invoice number;

(b) delivery date;

(d) quantity affected;

(e) batch or lot number;

(f) use-by or best-before date;

(g) photographs;

(h) temperature records; and

(i) samples retained under proper storage

conditions, where requested.

12.5. To the maximum extent permitted by law, and

subject to any rights the Customer may have

under the ACL or any other law that cannot be

excluded, the Supplier may reject a claim if:

(a) the Customer fails to notify the claim within the

required timeframe;

(b) the Goods have not been stored or handled

correctly after delivery;

delivery;

(d) the Goods have been opened, used, cooked,

processed, mixed, repacked, relabelled, on-sold

or otherwise dealt with;

(e) the Goods have passed their use-by or

best-before date after delivery;

(f) the Customer cannot provide sufficient evidence

of the alleged issue; or

(g) the issue was caused or contributed to by the

Customer or a third party after delivery.

12.6. Nothing in this clause limits any rights the

Customer may have under the ACL or any other

law that cannot be excluded.

13. RETURNS AND CREDITS

13.1. To the maximum extent permitted by law,

Goods may only be returned with the Supplier’s

prior written approval.

13.2. Perishable, chilled, frozen, short-dated or

specially ordered Goods are not returnable

except where required by law or where the

Supplier agrees in writing.

13.3. Approved returned Goods must be:

(a) unopened and in their original packaging;

(b) in saleable condition;

applicable cold-chain and food safety

requirements;

Page 5(d) accompanied by the relevant Invoice number and

return authorisation; and

(e) returned within the timeframe required by the

Supplier.

13.4. The Supplier may refuse any returned Goods

that do not comply with this clause.

13.5. The Supplier may charge a reasonable

restocking or handling fee, unless the Goods

were wrongly supplied or otherwise supplied in

breach of these Terms.

13.6. If the Supplier approves a return or credit, the

Supplier may issue a credit note or apply a

credit to the Customer’s trading account. Unless

required by law or agreed by the Supplier in

writing, any credit will be applied against future

purchases or outstanding amounts owing by the

Customer and will not be payable as a cash

refund.

14. CONSIGNMENT ARRANGEMENTS

14.1. Goods are supplied on a sale basis unless the

Supplier expressly agrees in writing that

particular Goods are supplied on consignment.

14.2. If Goods are supplied on consignment:

(a) title to those Goods remains with the Supplier

until the Supplier has received payment in full for

those Goods;

(b) risk in those Goods passes to the Customer on

delivery;

Supplier and must store, handle and safeguard

them in accordance with all applicable food

safety, storage and cold-chain requirements;

(d) the Customer must keep reasonable records of

consigned Goods received, held, sold, used,

damaged, spoiled, returned or otherwise dealt

with;

(e) the Customer must pay the Supplier for any

consigned Goods that are sold, used, consumed,

damaged, spoiled, lost, not returned when

required, or otherwise dealt with by the

Customer;

(f) unless otherwise agreed in writing, payment for

consigned Goods is due by the date stated on the

Page 6

relevant Invoice or, if no date is stated, within 30

days after the Supplier issues an Invoice for those

Goods; and

(g) the Customer must provide stock records, sales

records and payment reconciliations reasonably

required by the Supplier.

14.3. The Supplier may, on reasonable notice and

during ordinary business hours, inspect or

collect any unsold consigned Goods held by the

Customer.

14.4. If the Customer defaults, becomes insolvent, or

the consignment arrangement ends, the

Supplier may require the Customer to

immediately return any unsold consigned

Goods.

14.5. To the extent permitted by law, the Customer

holds the proceeds of sale of any consigned

Goods on trust for the Supplier to the extent of

all amounts owing to the Supplier for those

Goods.

14.6. To the extent of any inconsistency between this

clause and any separate written consignment

terms agreed between the parties, the separate

written consignment terms prevail.

15. RECALLS AND PRODUCT SAFETY

15.1. The Customer must immediately notify the

Supplier if it becomes aware of any issue,

complaint, contamination, suspected

contamination, safety concern, labelling issue,

allergen issue, regulatory concern or recall

matter relating to the Goods.

15.2. The Customer must comply with all reasonable

directions of the Supplier in relation to any

recall, withdrawal, product hold, investigation,

safety notice or regulatory enquiry.

15.3. The Customer must maintain accurate records

of the Goods received, stored, sold or on-sold,

including batch or lot information where

available, to allow traceability.

15.4. The Customer must not make any public

statement, customer communication, regulatory

notification or recall communication concerning

the Goods without first consulting the Supplier,

unless required by law.16. 15.5. The Customer indemnifies the Supplier for any

loss, cost, liability or expense arising from the

Customer’s failure to comply with this clause or

any applicable food safety obligation, except to

the extent caused by the Supplier’s negligence,

breach of these Terms, fraud or wilful

misconduct.

16. WARRANTIES AND AUSTRALIAN CONSUMER LAW

16.1. Without limiting any consumer guarantee,

warranty, right or remedy conferred by the ACL

or any other law that cannot lawfully be

excluded, restricted or modified, the Supplier

warrants that, at the time of delivery, the Goods

will:

(a) materially correspond with the description of

the Goods in the relevant Order, quote,

proforma invoice, Invoice or other document

issued or accepted by the Supplier;

(b) be within their stated use-by or best-before

date, if applicable; and

accordance with applicable food safety

requirements up to the point of delivery.

16.2. Nothing in these Terms excludes, restricts or

modifies any consumer guarantee, warranty,

right or remedy conferred by the ACL or any

other law that cannot lawfully be excluded,

restricted or modified.

16.3. To the maximum extent permitted by law, and

subject to clause 16.2, all other warranties,

conditions, representations and guarantees,

whether express, implied, statutory or

otherwise, are excluded.

16.4. Where the Supplier is permitted by law to limit

its liability for breach of a consumer guarantee,

the Supplier’s liability is limited, at the Supplier’s

option, to one or more of the following:

(a) replacing the Goods or supplying equivalent

goods;

(b) repairing the Goods;

acquiring equivalent goods; or

(d) paying the cost of having the Goods repaired.

17. LIMITATION OF LIABILITY

17.1. To the maximum extent permitted by law, the

Supplier is not liable to the Customer for any

indirect, consequential, special or economic

loss, including loss of profit, loss of revenue, loss

of business, loss of goodwill, loss of opportunity,

loss of production, loss of contract or loss arising

from business interruption.

17.2. To the maximum extent permitted by law, the

Supplier’s total aggregate liability to the

Customer arising out of or in connection with

any Order or supply of Goods is limited to the

price paid by the Customer for the relevant

Goods giving rise to the claim.

17.3. Nothing in this clause 17 limits or excludes any

liability that cannot lawfully be limited or

excluded, including under the ACL.

18. INDEMNITY

18.1. The Customer indemnifies the Supplier against

all losses, liabilities, damages, costs and

expenses suffered or incurred by the Supplier

arising from or in connection with:

(a) the Customer’s breach of these Terms;

(b) the Customer’s failure to pay any amount when

due;

processing, repacking, relabelling or distribution

of the Goods;

(d) the Customer’s breach of food safety laws or

other applicable laws;

(e) any claim by a third party arising from the

Customer’s acts or omissions; or

(f) any false, inaccurate or misleading information

provided by the Customer.

18.2. The indemnity in this clause is reduced to the

extent that the relevant loss, liability, damage,

cost or expense is caused or contributed to by

the Supplier’s negligence, breach of these

Terms, fraud or wilful misconduct.

19. GENERAL SECURITY AGREEMENT

19.1. The Supplier may, as part of its credit

assessment or as a condition of approving or

Page 7continuing a credit facility, request that the

Customer enter into a separate General Security

Agreement.

19.2. If a separate General Security Agreement is

entered into, that document will govern the

security interests granted by the Customer and

any related PPSR registration.

20. PERSONAL GUARANTEE

20.1. The Supplier may, as part of its credit

assessment or as a condition of approving or

continuing a credit facility, request that one or

more directors, shareholders, partners, trustees

or other persons enter into a separate Personal

Guarantee and Indemnity.

20.2. If a separate Personal Guarantee and Indemnity

is entered into, that document will govern the

liability of the relevant guarantor.

21. DEFAULT AND INSOLVENCY

21.1. The Customer is in default if:

(a) the Customer fails to pay any amount when due;

(b) the Customer breaches these Terms;

(d) the Customer provides false, misleading or

incomplete information to the Supplier;

(e) the Customer ceases or threatens to cease

carrying on business;

(f) the Customer becomes insolvent or is unable to

pay its debts as and when they fall due;

(g) an administrator, controller, receiver, receiver

and manager, liquidator, provisional liquidator or

similar officer is appointed to the Customer or

any of its assets;

(h) the Customer enters or proposes to enter into

any arrangement with creditors;

(i) the Customer is wound up or an application is

made to wind up the Customer;

(j) the Customer is bankrupt, commits an act of

bankruptcy, enters a debt agreement or personal

insolvency arrangement; or

22.

(k) the Customer suffers a material adverse change

in its financial position.

21.2. If the Customer is in default, the Supplier may,

without limiting any other rights:

(a) suspend or cancel further deliveries;

(b) terminate any Order or supply arrangement;

Orders;

(d) cancel any credit facility;

(e) declare all amounts owing immediately due and

payable;

(f) enforce any retention of title rights;

(g) enforce any PPSA security interest;

(h) enforce any Personal Guarantee and Indemnity

or General Security Agreement;

(i) recover possession of Goods; and

(j) recover all losses, costs and expenses arising

from the default.

22. CHANGE OF OWNERSHIP, CONTROL OR DETAILS

22.1. The Customer must notify the Supplier in

writing within 7 days of any change to the

Customer’s:

(a) legal name;

(b) trading name;

(d) business address;

(e) delivery address;

(f) email address; or

(g) financial position to the extent affecting payment

of any Invoice by the Customer.

22.2. The Customer remains liable for all Goods

supplied and all amounts owing unless and until

the Supplier confirms in writing that the existing

account has been closed and all amounts have

been paid in full.22.3. The Supplier is not required to transfer any

account to a new entity or owner. Any new

entity or owner must apply for credit separately

if required by the Supplier.

23. PRIVACY AND CREDIT INFORMATION

23.1. To the extent permitted by law, the Customer

authorises the Supplier to collect, use, disclose

and store personal information and credit

information received from the Customer for the

purpose of:

(a) assessing any credit application;

(b) supplying Goods;

(d) assessing creditworthiness;

(e) obtaining credit reports;

(f) exchanging information with credit reporting

bodies and other credit providers;

(g) collecting overdue amounts;

(h) enforcing these Terms; and

(i) complying with legal obligations.

23.2. The Supplier may disclose personal information

and credit information to related entities,

employees, contractors, credit reporting bodies,

debt collectors, insurers, professional advisers,

financiers, regulators and other persons where

reasonably necessary for the purposes set out in

this clause.

23.3. The Customer warrants that it has obtained all

necessary consents from its directors, officers,

employees, guarantors and representatives for

the Supplier to collect, use and disclose their

personal information and credit information as

contemplated by these Terms.

24. FORCE MAJEURE

24.1. The Supplier is not liable for any delay or failure

to perform any obligation, other than an

obligation to pay money, caused by events

beyond its reasonable control.

24.2. Such events include, but are not limited to,

supplier shortages, transport disruption,

cold-chain failure outside the Supplier’s control,

labour shortages, industrial action, natural

disasters, pandemics, biosecurity restrictions,

government action, import delays, customs

delays, equipment failure, power outages, cyber

incidents, war, terrorism, civil unrest, or

shortages of raw materials, ingredients,

packaging or labour.

24.3. The Supplier may suspend, reduce, cancel or

delay supply for the duration of the force

majeure event.

25. SET-OFF

25.1. The Customer must pay all amounts owing to

the Supplier without set-off, deduction,

withholding or counterclaim.

25.2. The Supplier may set off any amount owing by

the Supplier to the Customer against any

amount owing by the Customer to the Supplier.

26. NOTICES

26.1. A notice under these Terms may be given by

hand, post, email, WhatsApp, WeChat or any

other method used by the parties in the course

of their dealings.

26.2. A notice sent by email, WhatsApp, WeChat or

other electronic message is taken to be received

when sent, unless the sender receives an

automated error or failed delivery notification.

26.3. The Customer must ensure that the Supplier has

current contact details for the Customer at all

times.

27. VARIATION

27.1. The Supplier may vary these Terms from time to

time by giving notice to the Customer.

27.2. Notice may be given by email, publication on

the Supplier’s website, inclusion with an Invoice,

or any other reasonable method.

27.3. The varied Terms apply to Orders placed after

the date of notice and do not affect any Order

already accepted by the Supplier unless the

Supplier and Customer agree otherwise or the

variation is required by law.

28. ASSIGNMENT

28.1. The Customer must not assign, novate or

transfer any rights or obligations under these

Terms without the Supplier’s prior written

consent.

28.2. The Supplier may assign, novate or transfer its

rights or obligations under these Terms to a

related entity, purchaser of its business,

financier, debt collector or other third party.

29. SEVERABILITY

29.1. If any provision of these Terms is invalid, void,

illegal or unenforceable, that provision is

severed to the extent necessary and the

remaining provisions continue in full force.

30. WAIVER

30.1. A failure or delay by the Supplier in exercising

any right does not operate as a waiver.

30.2. A waiver is effective only if given in writing and

only to the extent expressly stated.

31. ENTIRE AGREEMENT

31.1. These Terms, together with any applicable credit

application, quote, proforma invoice, Invoice,

delivery order, Personal Guarantee and

Indemnity, General Security Agreement and any

other written agreement accepted by the

Supplier, constitute the agreement between the

parties in relation to the supply of Goods.

31.2. The Customer acknowledges that it has not

relied on any representation, statement,

promise or conduct not expressly recorded in

those documents, except to the extent that

reliance cannot be excluded by law.

32. GOVERNING LAW AND JURISDICTION

32.1. These Terms are governed by the laws of New

South Wales, Australia.

32.2. The parties submit to the non-exclusive

jurisdiction of the courts of New South Wales

and any courts competent to hear appeals from

those courts.