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 803884.

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;

(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.

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.

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;

(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;

(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 address 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

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;

(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;

(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;

(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;

(c) the Customer holds those Goods as bailee for the 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 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

(c) have been handled by the Supplier in 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;

(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;

(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 continuing 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

(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;

(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.