Terms & Conditions

BACKGROUND

The Supplier is an international importer and reseller of Goods.
The Buyer wishes to purchase the Goods.
At the Buyer’s request, the Supplier has agreed to sell and the Buyer has agreed to buy the Goods from the Supplier.
The Parties have agreed to be bound in accordance with the terms of this Agreement.

PARTIES AGREE AS FOLLOWS:

Definitions and Interpretation
1. In this Agreement:

“Address for Notices” means item 5 of Schedule 1.

means this agreement and all schedules and annexures.
means all approvals, authorisations, permits, consents, determinations and licences which are issued, or required to be issued, by any Authority to permit the full and proper performance of the Supplier’s obligations under this Agreement.
” means any government or governmental, semi-governmental, administrative or judicial body, tribunal, department, commission, authority, agency, minister, statutory corporation, instrumentality or entity.

“Business Day” means a day which is not a Saturday, Sunday or public holiday in the location of the Supplier’s address set out in this Agreement.

means any actual, contingent, present or future claim, demand, action, suit or proceeding for any Liability, restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy of whatever nature and however arising, whether direct or indirect, and whether in contract, tort (including but not limited to negligence) or otherwise.

“Commencement Date” means the date set out in Item 1 of Schedule 1.

“Confidential Information” means any:

information, whether in visual, oral, documentary, electronic, machine-readable, tangible, intangible or any other form, relating to the Supplier or any related entity of the Supplier including but not limited to any specifications, formulae, know how, concepts, inventions, ideas, software, designs, copyright, trade secrets or any information relating to any business, products, markets, operations, processes, techniques, technology, forecasts, strategies or any other matter;
negotiations in relation to, and the terms of, this Agreement;
information designated as confidential by the Supplier; and
information that is by its nature confidential.

“Credit Limit” means the maximum amount of indebtedness a Buyer may incur and which is set out in item 3 of Schedule 1.

“Delivery Location” means the location set out in item 4 of Schedule 1.

means the equipment used or supplied by the Supplier or the Supplier’s personnel for the purposes of providing the Goods.
an act of god, strike, lockout or other interference with work, war declared or undeclared, blockade, disturbance, lightning, fire, earthquake, storm, flood, explosion, governmental or quasi-governmental restraint, expropriation prohibition intervention or embargo, unavailability or delay in availability of equipment or transport, inability or delay in obtaining governmental or quasi-governmental approvals consents permits licenses authorities or allocations, and any other cause whether of the kind specifically set out above or otherwise which is not reasonably within the control of the Supplier.
means the goods set out in item 2 of Schedule 1 or as requested by the Buyer from time to time.

“Insolvency Event” means any of the following events or any analogous event:

the Buyer disposes of the whole or any part of the Buyer’s assets, operations or business other than in the ordinary course of business;
the Buyer ceases, or threatens to cease, carrying on the business;
the Buyer is unable to pay the Buyer’s debts as the debts fall due;
any step is taken by a mortgagee to take possession or dispose of the whole or any part of the Buyer’s assets, operations or business;
any step is taken for the Buyer to enter into any arrangement or compromise with, or assignment for the benefit of, the Supplier’s creditors or any class of the Supplier’s creditors; or
any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator or liquidator of the whole or any part of the Buyer’s assets, operations or business;

“Intellectual Property Rights” means any present or future rights conferred by statute, common law or equity in any part of the world in relation to any confidential information, copyright, trademarks, service marks, designs (including packaging design), patents, circuit layouts, plant varieties, business names, domain names, inventions, trade secrets or other results of intellectual activity in any industrial, commercial, scientific, literary or artistic fields whether or not registered or registrable and includes any rights to protect or apply for the registration, renewal or extension of such rights.

means acts, ordinances, regulations, rules, codes and by-laws of the Commonwealth or any state or territory.
means any loss, liability, cost, payment, damages, debt or expense (including but not limited to reasonable legal fees).
means the manufacturer of the Goods.
means any notice or other communication by one party to the other party under the terms of this Agreement including but not limited to any request, demand, consent, waiver or approval.

“Non-Account Holder” means any persons or entities that is not an Approved Account Holder.

means the Personal Property Securities Act 2009 (Cth).

“Purchase Order” means the document set out in Schedule 2 and as amended from time to time by the Supplier in writing.

means any employee, servant, contractor, subcontractor, agent, partner, director or officer of a party.

“Purchase Price” means the quoted price of the Goods provided by the Supplier to the Buyer.

“Special Order” means the Goods which are designated by the Supplier at its absolute discretion to be special orders from time to time on the quotation provided to the Buyer.

means any present or future tax, fee, levy, duty, charge, withholding, penalty, fine, impost or interest imposed by any Authority including but not limited to any tax in relation to sales, use, property, value added, goods and services, turnover, stamp duty, interest equalisation, business, occupation, excise, income, profits or receipts.
means the term set out in clause 2 of this Agreement.
1. In this Agreement:
  1. the headings will not affect interpretation of this Agreement;
  2. the singular includes the plural and vice versa, and a gender includes other genders;
  3. any other grammatical form of a word or expression defined in this Agreement has a corresponding meaning;
  4. the Schedules to this Agreement form part of and are incorporated in this Agreement;
  5. a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this Agreement;
  6. a reference to this Agreement includes any schedule or annexure to this Agreement;
  7. a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
  8. a reference to money is a reference to money in Australian currency;
  9. a reference to time is to time in the location of the Supplier’s address set out in this Agreement;
  10. a reference to a party is to a party to this Agreement;
  11. time is of the essence;
  12. a reference to a party in this Agreement that has to provide consent means the consent of the party in its absolute discretion. The party may provide or withhold its consent or provide its consent subject to certain conditions being satisfied at its absolute discretion;
  13. a reference to a party to a document includes the party's executors, administrators, heirs, successors in title, permitted assigns and substitutes;
  14. a reference to a person includes a natural person, body corporate, partnership, trust, association or any government or governmental, semi-governmental, administrative or judicial body, tribunal, department, commission, authority, agency, minister, statutory corporation, instrumentality or any other entity;
  15. a reference to a statute, ordinance, code or other law includes regulations, rules and other instruments under the statute, ordinance, code or other law and any consolidations, amendments, re-enactments or replacements;
  16. a word or expression defined in the Corporations Act has the meaning given to the word or expression in the Corporations Act;
  17. the meaning of general words is not limited by specific examples introduced by “including”, “for example” or similar expressions;
  18. a reference to any thing (including but not limited to any right) includes part of that thing;
  19. any agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds those parties jointly and severally;
  20. any agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of those parties jointly and severally;
  21. any undertaking by a party not to do any act or thing will be deemed to include an undertaking not to permit or suffer the doing of that act or thing;
  22. a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this Agreement or any part of this Agreement; and
  23. if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day.

Term

This Agreement will take effect on the date of execution and will continue until terminated in accordance with this Agreement.

Application

The provisions of this Agreement shall govern the relationship between the Buyer and the Supplier and shall apply to any supply of Goods to the Buyer.

Placement of Orders
1. Upon request by the Buyer, the Supplier shall provide a quotation for the Buyer to accept.
2. Subject to clause 4.3, the Buyer shall accept the quotation by submitting to the Supplier a Purchase Order.
3. The Supplier is not obliged to accept an incomplete or otherwise incorrectly executed Purchase Order and may require the Buyer to rectify any incomplete or incorrectly executed Purchase Orders.
4. The Supplier may refuse or reject any Purchase Order for any reason whatsoever at its absolute discretion. The Buyer shall not make any enquiry into the reason for refusal.
Payment Obligation
1. The obligation of the Buyer to pay the Supplier arises immediately upon submission of a Purchase Order to the Supplier (Acceptance Date).
2. The Buyer agrees that all payment to the Supplier shall be in accordance with clauses 6, 7, 8, 9, and 10 of this Agreement.
3. The Buyer agrees that after the Acceptance Date, the Purchase Order cannot be cancelled or refunded and the obligation of the Buyer to pay for the Goods set out in the Purchase Order remains.
4. The Buyer is not entitled to withhold or delay payment on grounds including but not limited to:
  1. the Liability of the Buyer to pay money owing to another party;
  2. the inability of the Buyer to on-sell or otherwise make use of the Goods;
  3. any ability of the Buyer to set-off any payment due to the Supplier under this Agreement or otherwise against any claim that the Buyer may have against the Supplier; or
  4. for any other reason without the written consent of the Supplier.
Payment Terms – Approve Account Holders
1. If the Buyer is an Approved Account Holder and the Purchase Price is within the approved credit terms, the Buyer must pay to the Supplier the Purchase Price by the last day of the month in which the Goods were delivered.
2. If the Buyer is an Approved Account Holder and the Purchase Price exceeds the approved credit terms, the Buyer must pay the Supplier a deposit of 30% of the Purchase Price upon making the Purchase Order. The balance 70% of the Purchase Price must be paid on delivery of the Goods.
3. The Supplier is entitled to delay, withhold or otherwise refuse delivery of the Goods if the full Purchase Price is not paid to the Supplier upon delivery of the Goods in accordance with clauses 6.1 or 6.2 above.
Payment Terms – Non- Account Holders
1. If the Buyer is a Non-Account Holder, the Buyer must pay 50% of the Purchase Price to the Supplier upon submitting the Purchase Order to the Supplier and the balance 50% of the Purchase Price must be paid to the Supplier prior to delivery of the Goods.
2. The Supplier is entitled to delay, withhold or otherwise refuse delivery of the Goods in the event that the full Purchase Price is not paid to the Supplier in accordance with clause 7.1 above.
Special Orders

For Special Orders, the Buyer must pay to the Supplier 30% of the Purchase Price upon making the Purchase Order and the balance 70% of the Purchase Price upon delivery of the Goods.

Purchase of Goods on credit
1. The Supplier may in its absolute discretion, allow the Buyer to purchase the Goods without payment of deposit (on Credit).
2. In the event that the Supplier allows the Buyer to purchase the Goods on Credit, the Buyer must pay the Supplier the entire Purchase Price within thirty (30) days of the Acceptance Date (Credit Payment Date).
3. In the event that the Buyer does not pay to the Supplier the entire Purchase Price by the Credit Payment date, interest of 24% per annum on the Purchase Price shall accrue and be compounded daily from the Credit Payment Date.
4. The Buyer agrees that interest of 24% per annum on the Purchase Price is a genuine pre-estimate of loss and damage that will occur if the Supplier is not paid in accordance with clause 9.2.
5. The Buyer must pay the Supplier any interest accrued in addition to the Purchase Price.
Credit Card Surcharge

The Buyer acknowledges and accepts that a credit card surcharge of three percent (3%) shall apply to all payments made to the Supplier by credit card.

Interest
1. Subject to clause 9.4, interest of 4% more than the rate fixed from time to time by the Penalty Interest Rates Act 1983 (Vic) shall accrue on any monies owing under this Agreement (Interest).
2. Interest shall be compounded daily from the Delivery Date and shall form part of the monies owing under this Agreement.
3. In the event that the Interest is not paid to the Supplier by the last day of the month in which the Goods were delivered (Unpaid Interest), the Unpaid Interest shall form part of the monies owing under this Agreement and shall itself accrue Interest in accordance with clause 11.1.
Credit Risk Management
1. The Supplier will not supply any Goods to the Buyer if the supply of Goods would result in the Buyer being liable to the Supplier in an amount exceeding the Credit Limit as amended from time to time by the Supplier in its absolute discretion.
2. The Supplier may refuse any request from the Buyer if in the Supplier’s opinion it would pose an unacceptable credit risk to the Supplier.
Limitation of Liability
1. The Buyer agrees to forever release and indemnify the Supplier against any Claim or Liability howsoever arising.
2. To the maximum extent allowable by law, the Supplier provides the Goods to the Buyer on the condition that the Buyer accepts that the maximum Liability of the Supplier (if any) to the Buyer or other persons whether arising in tort or contract or any other cause of action shall be limited to replacement or repair of the Goods.
3. The Parties agree that foreseeable loss (if any) is the actual cost price of the individual Goods.
4. The Buyer agrees that the Supplier shall not be liable to the Buyer or any other person for any loss, damage or expense of any kind howsoever arising (whether under statute, contract, tort, negligence or otherwise) in relation to any consequential loss including but not limited to any loss of actual or anticipated profits, revenue, savings, production, business, opportunity, access to markets, goodwill, reputation, publicity, or use whether or not in the reasonable contemplation of the Parties at the time of execution of this Agreement.
Clearance Documents, Export Documentation

The Buyer must do everything necessary (including but not limited to the execution of any clearance and/or export documents) to facilitate the Supplier’s delivery of the Goods to the Delivery Location.

Packaging and Repacking of Goods

If the Buyer requests that the Supplier package the Goods other than in accordance with the Manufacturer’s standard practice, the Buyer agrees to pay the Supplier all costs associated with the packaging and accepts the risk of all loss or damage that may arise as a result of such packaging.

Risk

Risk for the Goods passes to the Buyer upon the delivery of the Goods to the Buyer or collection of the Goods by the Buyer’s nominated agent or courier as the case may be.

Goods Returned for Credit
1. Consent in writing from the Supplier must be obtained before returning Goods for credit.
2. In the event that the Supplier accepts the return of Goods for credit, the Supplier may impose conditions on the acceptance of Goods for credit including but not limited to a twenty percent (20%) discount on the price of the Goods.
Delivery Obligations
1. The Supplier will supply the Goods to the Buyer at the Delivery Location.
2. Upon taking delivery of the Goods, the Buyer must:
  1. provide signed confirmation to confirm that the Buyer has received and accepted delivery of Goods at the Delivery Location in accordance with this Agreement;
  2. immediately notify the Supplier upon taking delivery of Goods of any issues or defects pertaining to the Goods; and
  3. pay the remainder of the Purchase Price (if any) upon delivery of the Goods.
No Representation or Warranty
1. The Supplier is not a manufacturer of Goods and only purchases the Goods at the Buyer’s direction.
2. The Supplier makes no representations or warranties that the Goods:
  1. supplied are new;
  2. are properly manufactured;
  3. are of merchantable quality;
  4. are fit for the purposes for which the Goods are intended;
  5. are safe and serviceable;
  6. are of adequate strength and construction;
  7. operates or complies with recognised standards;
  8. are free from any defects;
  9. are fit for the purpose which the Buyer has made known to the Supplier and for any purpose which similar or identical goods are commonly supplied; and
  10. are packed or marked in accordance with the requirements of the Buyer and of any Laws; or
  11. complies with all applicable Laws and Approvals.
3. The Supplier does not undertake nor make any warranties as to the quality, fitness, or description of the Goods.
4. The only warranties that attach to the Goods are those warranties that are given by the Manufacturer as per the attached schedule of Manufacturer’s warranties in Schedule 3.
5. In the event that the Goods do not comply with the Manufacturer’s warranties, the Buyer agrees that any recourse that they may have is against the Manufacturer.
6. The Buyer forever releases the Supplier from any and all Claims that it may have against the Supplier.
Passing of Title on Payment
1. Title to the Goods shall remain with the Supplier and does not pass to the Buyer until payment in full is received by the Supplier from the Buyer.
2. Until payment in full is received by the Supplier, the Buyer must:
  1. store the Goods which have not been paid for separately;
  2. keep separate records in relation to the proceeds of the sale of any Goods which have not been paid for, bank the proceeds of any such sale into a separate account and immediately remit such funds to the credit of the Supplier; and
  3. if any Goods are used in a manufacturing process or mixed with other materials, the Buyer must record the value of Goods so consumed in relation to each unit of finished product and upon the sale of any unit of finished product immediately remit that amount from the proceeds of sale to the Supplier.

If the Buyer does not pay for any Goods on the due date specified in this Agreement, the Supplier is irrevocably authorised by the Buyer to enter into the Buyer’s premises (or any premises under the control of the Buyer or as agent of the Buyer if the Goods are stored at such premises) and use reasonable force to take possession of the Goods without liability for trespass, negligence, or payment of compensation to the Buyer or anyone claiming through the Buyer whatsoever.

Prior to title in the Goods passing to the Buyer under the terms of this Agreement, the Buyer agrees with the Supplier that:
1. the Buyer has no right or claim to any interest in the Goods;
2. the Buyer cannot claim any lien over the Goods;
3. the Buyer must not allow any person or entity to have or acquire any security interest in the Goods; and
4. the Buyer shall not create any absolute or defeasible interest in the Goods in relation to any third party.
Prior to title in the Goods passing to the Buyer under the terms of this Agreement the Buyer agrees with the Supplier that where the Buyer is in actual or constructive possession of the Goods:
1. the Buyer will not deliver them or any document of title to the Goods to any person except as directed by the Supplier; and
2. it is in possession of the Goods as bailee of those goods and owes the Supplier the duties and liabilities of a bailee.

Supplier’s Security Interest
1. The Buyer agrees that this Agreement is a security agreement within the meaning of the PPSA.
2. The Buyer agrees to grant to the Supplier a first-ranking security interest in all present and after-acquired Goods and the proceeds from the sale of the Goods provided by the Supplier with no exceptions.
3. The Buyer must do all things and sign all documents necessary to perfect the security interest.
4. The Supplier may register its security interest on the Personal Property Securities Register. The Buyer shall pay all costs incurred in the registration and maintenance of the security interest.
5. The Buyer must not condone, cause, or agree to do anything which might diminish or devalue the Goods or the Supplier’s security interest in the Goods.
6. If the Buyer fails to pay any monies due under this Agreement, the Supplier may repossess and sell the Goods and any products manufactured from the Goods to satisfy any monies owing to the Supplier by the Buyer. The Buyer waives any rights to rely on the PPSA to the extent that those rights are inconsistent with this clause.
7. The Buyer agrees that in the event of repossession, the Supplier or its representative may enter the premises where the goods are stored in order to effect the repossession. The Buyer forever releases, indemnifies and holds harmless the Supplier from all Claims or Liability arising from the repossession.
8. The Parties agree that as between the Buyer and Supplier, the security is not used predominantly for personal, domestic or household purposes and have agreed to exclude or contract out of the following enforcement provisions pursuant to section 115 of the PPSA:

(a) section 95 (notice of removal of accession to the extent it requires the Supplier to give a notice to the Buyer);

(b) section 96 (retention of accession);

(c) section 125 (obligations to dispose of or retain collateral);

(d) section 130 (notice of disposal to the extent it requires the Supplier to give notice to Buyer);

(e) section 132(3)(d) (contents of statement of account after disposal);

(f) section 132(4) (statement of account if no disposal);

(g) section 135 (notice of retention);

(h) section 142 (redemption of collateral); and

(i) section 143 (re-instatement of security agreement).

The Buyer waives its rights to receive a verification statement in relation to registration events in respect of commercial property under section 157 of the PPSA.

Insurance
1. The Supplier may require the Buyer to purchase insurance for the Goods.
2. In the event that the Supplier requires such insurance, the cost of the insurance must be paid to the Supplier by the Buyer as an additional charge on top of the quoted Purchase Price.
3. The Supplier is entitled to refuse purchase or delivery of the Goods unless the Buyer purchases insurance that is to the satisfaction of the Supplier.
Subcontracting
1. The Supplier may subcontract any of the Supplier’s obligations under this Agreement, to any third party without notifying the Buyer or obtaining the Buyer’s prior written consent.
2. The Buyer shall not be entitled to refuse delivery or acceptance on the grounds that the Supplier’s obligations were subcontracted.
Dispute Resolution
1. If there is any dispute in relation to the Goods or any matter relating to this Agreement, the Parties agree to use their best endeavours to resolve the dispute as follows:
2. As soon as practicable upon becoming aware of the dispute, the Parties will meet to resolve the dispute;
3. If the dispute is not resolved within 14 days of the date when the Parties became aware of the dispute, the Parties agree to refer the matter to mediation;
4. The Parties shall mutually agree on an mediator. If the Parties cannot agree on a mediator, the Parties shall refer the decision to the President of the Law Institute of Victoria to nominate a mediator. If a list of mediators is provided, the mediator shall be the first person on the list.
5. Nothing in clause 24 prevents the Parties from making an application for interim or interlocutory relief.
6. If there is any dispute in relation to the Goods or any other matter relating to this Agreement, the Supplier is entitled to stop work or the provision of Goods until the dispute or disagreement is resolved.
GST
1. All amounts payable and any consideration provided under or in respect of this Agreement are GST exclusive.
2. The recipient of a taxable supply made under or in respect of this Agreement must pay to the supplier at the time the consideration for the supply is due, the GST payable in respect of the supply. This obligation extends to supply consisting of a party’s entry in to this Agreement.

Notices
1. Any notice must be made in writing, in English and sent to the Address for Notices.
2. Any notice will be regarded as being given by the sender and received by the addressee:
  1. if delivered in person, when delivered to the addressee;
  2. if posted from within Australia, three (3) Business Days from and including the date of postage;
  3. if posted from overseas, ten (10) Business Days from and including the date of postage.
Assignment
1. The Supplier may assign any rights, benefits or obligations under this Agreement at any time without reference to the Buyer or obtaining the Buyer’s consent.
2. The Buyer may not assign any rights, benefits, or obligations under this Agreement without the Supplier’s prior written consent.
Set Off

The Buyer is not entitled to set-off any payment due to the Supplier under this Agreement or otherwise, against any Claim that the Buyer may have against the Supplier, whether under this Agreement or otherwise.

Severability
1. If any provision, or the application of any provision, of this Agreement is prohibited, invalid, void, illegal or unenforceable in any jurisdiction:
  1. this will not affect the validity and enforceability of the provision or part in other jurisdictions;
  2. the provision or part will only be ineffective to the extent of the prohibition, invalidity, voidness or illegality; and
  3. the provision or part will be read down and if it is not possible to read down, shall be severed and will not affect the validity or enforceability of the remaining provisions or parts of this Agreement.
Termination
1. The Supplier or the Buyer may terminate this Agreement at any time by providing thirty (30) calendar days written notice.
2. The Buyer agrees that if there are any partially completed orders that the Supplier has accepted before termination of this Agreement, the Buyer must pay the full Purchase Price to the Supplier within seven (7) calendar days of written notice of termination being provided to the Buyer or the Supplier.
3. If there are any amounts outstanding to the Supplier for the supply of Goods, the Buyer must pay the Supplier the full amount without set-off or deduction within seven (7) calendar days of written notice of termination being provided to the Buyer or the Supplier.
4. If the Buyer is in breach of this Agreement, the Supplier may provide a written notice to the Buyer specifying the breach and requiring the Buyer to remedy the breach within seven (7) calendar days. If the Buyer does not remedy the breach within seven (7) calendar days after receiving such notice, the Supplier may provide written notice to the Buyer to immediately terminate this Agreement.
5. The Buyer shall provide immediate written notice to the Supplier if the Buyer:
  1. becomes subject to an Insolvency Event; or
  2. becomes subject to a change of Control.
Waiver
1. Any waiver of a right under this Agreement must be in writing and signed by the Supplier granting the waiver and will not operate as a waiver in relation to any subsequent matter.
2. Any failure, delay, forbearance or indulgence by the Supplier in an exercise, or partial exercise, of a right arising under this Agreement will not result in a waiver of that right or prejudice or restrict the rights of the Supplier.
3. Any forbearance, indulgence, waiver or election by the Supplier is without prejudice to the Supplier’s rights to enforce its rights under this Agreement or at common law and equity at any time.
Force Majeure
1. In the event that the Supplier is unable (wholly or in part) to carry out any obligation under this Agreement by reason of a Force Majeure Event, the obligation shall be suspended until such time that the Force Majeure Event is no longer in force.
2. The occurrence of a Force Majeure Event will not affect the obligation of the Buyer to make payment to the Supplier in accordance with clauses 6, 7, 8 and 9 of this Agreement.
Uneconomic or Onerous Conditions

The Supplier may suspend or terminate its obligations under this Agreement at its absolute discretion if the Supplier forms the opinion that performance of those obligations would be uneconomic or onerous.

Further Assurances

Each party must do all things and execute all further documents necessary to give full effect to this Agreement.

Variations

Any variation of, or amendments to, any terms of this Agreement must be in writing and signed by both Parties.

Advice

Each party acknowledges that the party has received legal advice or has had the opportunity of obtaining legal advice in relation to this Agreement.

Counterparts

This Agreement may be executed in any number of counterparts.

Governing Law

This Agreement will be governed by the laws of, and the Parties irrevocably submit to the non-exclusive jurisdiction of the courts of, the state of Victoria.

No Merger

The provisions of this Agreement will not merge on completion of any act contemplated in this Agreement and, to the extent any provision has not been fulfilled, will remain in force.

Entire Agreement

This Agreement supersedes all prior undertakings, arrangements and agreements and constitutes the entire agreement between the Parties in relation to the subject matter of this Agreement and there are no conditions, warranties or other terms affecting the agreement between the Parties other than those set out in this Agreement.

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