Terms & Conditions

1.            Definitions

1.1         “Seller” means Play Equipment and Accessories (Activity Toys Australia Pty Ltd ACN 628 730 950), its successors and assigns or any person acting on behalf of and with the authority of Activity Toys Australia Pty Ltd as named in the Invoice and/or the Credit Account Application.

1.2         “Consequential Loss” includes any loss of profit, loss of production, loss of any plant or facility, business interruption, loss of business opportunity or any other indirect, consequential, special, contingent or penal damage or loss.

1.3         “Credit Account Application” means the credit account application form to which these Terms are annexed (if applicable).

1.4         “Customer” means the person/s buying the Goods as specified in any Invoice, document or order, and if there is more than one Customer is a reference to each Customer jointly and severally.

1.5         “Goods” means all Goods or Services supplied by the Seller to the Customer at the Customer’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).

1.6         “GST” has the meaning defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

1.7         “Invoice”) means the invoice issued by the Seller to the Customer which details the Goods and the Price to which these Terms are annexed (if applicable).

1.8         “Lay-by” shall mean paying the Price of the Goods by regular instalment prior to delivery.

1.9         “Price” means the Price payable for the Goods as agreed between the Seller and the Customer in accordance with 6 below.

1.10     “Privacy Policy” means the Seller’s privacy policy referred to in clause 18 and located at www.playequipment.com.au

1.11     “Quotation” means a quotation provided by the Seller to the Customer for the Goods.

1.12     “Terms” means these terms and conditions of trade.

 

2.            General

2.1         The Customer warrants that the information set out in the Credit Account Application is true, accurate and correct and is supplied for the purpose of obtaining commercial credit from the Seller.

2.2         The Customer acknowledges that the Seller may accept or reject a Credit Account Application in its absolute discretion. Nothing in the Credit Account Application nor the acceptance by the Seller of the Credit Account Application compels the Seller to provide the Goods to the Customer on credit terms or otherwise.

2.3         The Seller may request at any time that the Customer procure a guarantee from the Customer’s officers or such third party as approved by the Seller.

 

3.            Acceptance

3.1         The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these Terms if the Customer places an order for or accepts delivery of the Goods.

3.2         The Seller agrees to supply the Goods and the Customer agrees to purchase the Goods on these Terms.

3.3         These Terms will prevail to the extent of any inconsistency with any other document or agreement between the Customer and the Seller.

3.4         The Customer acknowledges and agrees that the supply of Goods for orders that have been accepted by the Seller may be subject to availability and if, for any reason, Goods which cease to be available, the Seller reserves the right to vary the Price with alternative Goods as per clause 6.2 of these Terms. 

3.5         The Seller reserves the right at their discretion to introduce additional new Goods as part of the Goods to be supplied to the Customer.  

3.6         None of the Seller’s agents or its representatives are authorised to make any representations, statements, conditions or agreements not expressed by the manager of the Seller in writing nor is the Seller bound by any such unauthorised statements.

3.7         Where the Customer has agreed to purchase the Goods by way of Lay-by, then the Customer agrees to abide by all regulations of any acts or laws that govern the purchase of Goods by Lay-by and in accordance with the terms set out in clause 8 of these Terms.

 

4.            Electronic Transactions Act 2000 (NSW)

4.1         Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions Act 2000 (NSW) or any other applicable provisions of that Act or any Regulations referred to in that Act.

 

5.            Change in Control

5.1         The Customer shall give the Seller not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address, contact phone or fax number/s, or business practice).

5.2         The Customer shall be liable for any loss incurred by the Seller as a result of the Customer’s failure to comply with this clause.

 

6.            Price and Payment

6.1         At the Seller’s sole discretion, the Price shall be either:

(a) as indicated on any Invoice provided by the Seller to the Customer; or

(b) the Price as at the date of delivery of the Goods according to the Seller’s current price list; or

(c)  the Seller’s quoted price (subject to clause 6.2) which will be valid for the period stated in the Quotation or otherwise for a period of thirty (30) days.

6.2         The Seller reserves the right to change the Price in the event of a variation to the Seller’s Quotation. Any variation from the specifications of the Goods (including, but not limited to, any variation as a result of fluctuations in currency exchange rates or ocean and air freight costs) will be charged for on the basis of the Seller’s Quotation and will be shown as variations on the Invoice provided by the Seller to the Customer.

6.3         At the Sellers sole discretion, a deposit may be required for the Goods. The deposit amount or percentage of the Price may be stipulated by the Seller at the time of the order of for Goods and shall become immediately due and payable by the Customer.

6.4         Time for payment for the Goods is of the essence, the Price will be payable by the Customer on the date/s determined by the Seller, which may be:

(a) on delivery of the Goods;

(b) before delivery of the Goods;

(c)  by Lay-by (special conditions apply refer to clause 8 of these Terms);

(d) by way of instalments/progress payments in accordance with the Seller’s payment schedule;

(e) thirty (30) days following the end of the month in which a statement is posted to the Customer’s address or address for notices;

(f)   the date specified on any Invoice or other form as being the date for payment; or

(g) failing any notice to the contrary, the date which is seven (7) days following the date of any Invoice given to the Customer by the Seller.

6.5         Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (plus a surcharge of a maximum of one and a half percent 1.5% of the the Price), or by any other method as directed by the Customer to the Seller.

6.6         Unless otherwise stated the Price does not include GST. In addition to the Price that the Customer must pay to the Seller an amount equal to any GST the Seller must pay for any supply by the Seller under this or any other agreement for the sale of the Goods. The Customer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition, the Customer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

6.7         Allowance by the Seller to the Customer of additional time to pay the Price will not constitute a waiver by the Seller of any of these terms.

6.8         In the event of non-payment of the Price in accordance with these Terms, the Customer will pay all reasonable collection expenses, legal costs and other expenses incurred by the Seller in connection with the non-payment.

6.9         If payment of the Price is not made by the Customer in accordance with these Terms, the Customer must return the relevant Goods to the Seller (at the Customer’s cost) at the request of the Seller.

 

7.            Delivery of Goods

7.1         Delivery (“Delivery”) of the Goods is taken to occur at the time that:

(a) the Customer or the Customer’s nominated carrier takes possession of the Goods at the Seller’s address; or

(b) the Seller (or the Seller’s nominated carrier) delivers the Goods to the Customer’s nominated address even if the Customer is not present at the address.

7.2         At the Seller’s sole discretion, the cost of delivery is either included in the Price or is in addition to the Price and such cost will be stipulated in the Invoice.

7.3         The costs of carriage and any insurance which the Customer reasonably directs the Seller to incur (including without limitation extra freight charges for bulky, fragile Goods and Goods delivered interstate) shall be reimbursed by the Customer (without any set-off or other withholding whatsoever) and shall be due on the date for payment of the Price. The carrier will be deemed to be the Customer’s agent.

7.4         The Customer must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged then the Seller shall be entitled to charge a reasonable fee for redelivery and/or storage.

7.5         The Seller may deliver the Goods in separate instalments if agreed to in writing by the Seller and the Customer. Each separate instalment of Goods shall be invoiced and paid in accordance with the provisions of these Terms.

7.6         Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this agreement.

7.7         Any delivery time or date given by the Seller to the Customer is an estimate only. The Customer must still accept delivery of the Goods even if the Goods are delivered late. The Seller will not be liable for any loss or damage incurred by the Customer as a result of the delivery being late or non-supply by the Seller.

 

8.            Lay-by Conditions

8.1         In the event that the Customer purchases the Goods on Lay-by then these Terms shall be deemed to be a Lay-by agreement. 

8.2         The Seller and the Customer agree that ownership of the Goods shall not pass until:

(a) the Customer has paid the Seller all amounts owing to the Seller; and

(b) the Customer has met all of its other obligations to the Seller as set out within these Terms.

8.3         The Lay-by agreement shall commence upon payment by the Customer to the Seller of a deposit of twenty-five percent (25%) of the Price of the Goods and final payment for the Goods on lay-by shall be due no later than twelve weeks after the deposit is paid.

8.4         In the event that the Lay-by agreement is cancelled by the Customer (cancellation must be submitted in writing) and provided the Seller has not breached any of these Terms then the Seller shall refund all monies paid to date less a twenty percent (20%) cancellation fee to cover the Seller’s reasonable costs in relation to the agreement (including but not limited to, materials, labour, storage and administrative costs).

8.5         Upon cancellation of the lay-by agreement by the Customer in accordance with this clause 8, the Seller shall refund to the Customer all monies already paid to the Seller for the lay-by Goods less the cancellation fee.

 

9.            Online Ordering

9.1         The Customer acknowledges and agrees that:

(a) the Seller does not guarantee the websites performance or availability of any of its Goods; and

(b) on-line ordering may be unavailable from time to time for regularly scheduled maintenance and/or upgrades; and

(c)  there are inherent risks in electronic distribution and as such the Seller cannot warrant against delays or errors in transmitting data between the customer and the Seller including orders, and you agree that to the maximum extent permitted by law, the Seller will not be liable for any losses which the Customer suffers as a result of online-ordering not being available or for delays or errors in transmitting orders.

9.2         The Seller reserves the right to terminate a Customer order if it learns that a Customer has provided false or misleading information, interfered with other users or the administration of the Seller Services, or violated these Terms.

 

10.         Risk

10.1     Risk of damage to or loss of the Goods passes to the Customer on Delivery and the Customer must insure the Goods on or before Delivery.

10.2     If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, the Seller is entitled to receive all insurance proceeds payable for the Goods. The production of these Terms by the Seller is sufficient evidence of the Seller’s rights to receive the insurance proceeds without the need for any person dealing with the Seller to make further enquiries.

10.3     If the Customer requests the Seller to leave Goods outside the Seller’s premises for collection or to deliver the Goods to an unattended location, then such Goods shall be left at the Customer’s sole risk.

 

11.         Access

11.1     The Customer shall ensure that the Seller has clear and free access to the site at all times to enable them to deliver the Goods. The Seller will not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless such loss or damage is due to the negligent act or omission of the Seller.

11.2     It is the responsibility of the Customer to ensure that access is suitable to accept the weight of laden trucks. The Customer agrees to indemnify the Seller against all costs incurred by the Seller in recovering such vehicles in the event they become bogged or otherwise immovable.

 

12.         Title

12.1     The Seller and the Customer agree that ownership of the Goods shall not pass until:

(a) the Customer has paid the Seller all amounts owing to the Seller; and

(b) the Customer has met all of its other obligations to the Seller.

12.2     Receipt by the Seller of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.

12.3     It is further agreed that:

(a) until ownership of the Goods passes to the Customer in accordance with clause 12.1 that the Customer is only a Bailee of the Goods and must return the Goods to the Seller on request;

(b) the Customer holds the benefit of the Customer’s insurance of the Goods on trust for the Seller and must pay to the Seller the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed;

(c)  the Customer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Customer sells, disposes or parts with possession of the Goods then the Customer must hold the proceeds of any such act on trust for the Seller and must pay or deliver the proceeds to the Seller on demand;

(d) the Customer should not convert or process the Goods or intermix them with other goods but if the Customer does so then the Customer holds the resulting product on trust for the benefit of the Seller and must sell, dispose of or return the resulting product to the Seller as it so directs;

(e) the Customer irrevocably authorises the Seller to enter any premises where the Seller believes the Goods are kept and recover possession of the Goods;

(f)   the Seller may recover possession of any Goods in transit whether or not delivery has occurred;

(g) the Customer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of the Seller; and

(h) the Seller may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.

 

13.         Personal Property Securities Act 2009 (“PPSA”)

13.1     Where the Seller has supplied Goods to the Customer but where title in the Goods has not yet passed to the Customer, the Customer acknowledges and agrees that these Terms constitute a security agreement for the purposes of the PPSA and create a security interest in all Goods and/or collateral (account) – being a monetary obligation of the Customer to the Seller for Services – that have previously been supplied and that will be supplied in the future by the Seller to the Customer.

13.2     The Customer undertakes to:

(a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which the Seller may reasonably require to;

(i)   register a purchase money security interest financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;

(ii)  register any other document required to be registered by the PPSA; or

(iii) correct a defect in a statement referred to in clause 13.2(a)(i) or 13.3(a)(ii);

(b) indemnify, and upon demand reimburse, the Seller for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby;

(c)  not register a financing change statement in respect of a security interest without the prior written consent of the Seller;

(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favour of a third party without the prior written consent of the Seller;

(e) immediately advise the Seller of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.

13.3     The Seller and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these Terms.

13.4     The Customer waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.

13.5     The Customer waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.

13.6     Unless otherwise agreed to in writing by the Seller, the Customer waives their right to receive a verification statement in accordance with section 157 of the PPSA.

13.7     The Customer must unconditionally ratify any actions taken by the Seller under clauses 13.3 to 13.5.

13.8     Subject to any express provisions to the contrary, none of these Terms are intended to have the effect of contracting out of any of the provisions of the PPSA.

 

14.         Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA) (Cth)

14.1     The Customer must inspect the Goods on delivery and must within seven (7) days of delivery notify the Seller in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Customer must notify any other alleged defect in the Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification the Customer must allow the Seller to inspect the Goods.

14.2     Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied within these Terms (Non-Excluded Guarantees).

14.3     The Seller acknowledges that nothing in these Terms purports to modify or exclude the Non-Excluded Guarantees.

14.4     Except as expressly set out in these Terms or in respect of the Non-Excluded Guarantees, the Seller makes no warranties or other representations under these Terms including but not limited to the quality or suitability of the Goods. The Seller’s liability in respect of these warranties is limited to the maximum extent permitted by law.

14.5     If the Customer is a consumer within the meaning of the CCA, the Seller’s liability is limited to the extent permitted by section 64A of Schedule 2.

14.6     If the Seller is required to replace the Goods under this clause or the CCA, but is unable to do so, the Seller may refund any money the Customer has paid for the Goods.

14.7     If the Customer is not a consumer within the meaning of the CCA, the Seller’s liability for any defect or damage in the Goods is:

(a) limited to the value of any express warranty or warranty card provided to the Customer by the Seller at the Seller’s sole discretion;

(b) limited to any warranty to which the Seller is entitled, if the Seller did not manufacture the Goods; and

(c)  otherwise negated absolutely.

14.8     Subject to this clause 14, returns will only be accepted by the Seller provided that:

(a) the Customer has complied with the provisions of clause 14.1;

(b) the Seller has agreed that the Goods are defective;

(c)  the Goods are returned to the Seller within a reasonable time at the Customer’s cost (if that cost is not significant); and

(d) the Goods are returned in as close a condition to the condition in which they were in when the Goods were delivered to the Customer.

14.9     Notwithstanding clauses 14.1 to 14.8 but subject to the CCA, the Seller shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:

(a) the Customer failing to properly maintain or store any Goods;

(b) the Customer using the Goods for any purpose other than that for which they were designed;

(c)  the Customer continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably prudent operator or user;

(d) the Customer failing to follow any instructions or guidelines provided by the Seller; or

(e) fair wear and tear, any accident, or act of God.

14.10  The Seller may in its absolute discretion accept non-defective Goods for return in which case the Seller may require the Customer to pay handling fees of up to twenty percent (20%) of the value of the returned Goods plus any freight costs.

14.11  Notwithstanding anything contained in this clause 14 if the Seller is required by a law to accept a return then the Seller will only accept a return on the conditions imposed by that law.

 

15.         Intellectual Property

15.1     Where the Seller has designed, drawn or developed Goods specifically for the Customer, then the copyright in any designs and drawings and documents shall remain the property of the Seller.

15.2     The Customer warrants that all designs, specifications or instructions given to the Seller will not cause the Seller to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify the Seller against any action taken by a third party against the Seller in respect of any such infringement.

15.3     The Customer agrees that the Seller may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which the Seller has created for the Customer.

 

16.         Default and Consequences of Default

16.1     Interest on overdue Invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at the Seller’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

16.2     If the Customer owes the Seller any money the Customer shall indemnify the Seller from and against all costs and disbursements incurred by the Seller in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, the Seller’s contract default fee, and bank dishonour fees).

16.3     Further to any other rights or remedies the Seller may have under this contract, if a Customer has made payment to the Seller by credit card, and the transaction is subsequently reversed, the Customer shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by the Seller under this clause 16 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Customer’s obligations under this agreement.

16.4     Without prejudice to any other remedies that the Seller may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these Terms the Seller may suspend or terminate the supply of Goods to the Customer. The Seller will not be liable to the Customer for any loss or damage the Customer suffers because the Seller has exercised its rights under this clause.

16.5     Without prejudice to the Seller’s other remedies at law, the Seller shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to the Seller shall, whether or not due for payment, become immediately payable if:

(a) any money payable to the Seller becomes overdue, or in the Seller’s opinion the Customer will be unable to make a payment when it falls due;

(b) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or

(c)  a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

 

17.         Cancellation

17.1     The Seller may cancel any contract to which these Terms apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Customer. On giving such notice the Seller shall repay to the Customer any money paid by the Customer for the Goods. The Seller shall not be liable for any loss or damage whatsoever arising from such cancellation.

17.2     In the event that the Customer cancels delivery of Goods the Customer shall be liable for any and all loss incurred (whether direct or indirect) by the Seller as a direct result of the cancellation of the delivery.

17.3     Cancellation of orders for Goods made to the Customer’s specifications, or for non-stocklist items, will not be accepted once production has commenced, or an order has been placed.

17.4     Cancellation of a lay-by agreement must be provided in writing by the Customer to the Seller in accordance with the provisions of clause 8.4 and shall be subject to the agreed cancellation fee.

 

18.         Privacy Act 1988 (Cth)

18.1     The Customer acknowledges that any personal information or credit related personal information collected by the Seller is subject to the Seller’s Privacy Policy available at www.playequipment.com.au

18.2     The Seller’s Privacy Policy sets out:

(a) the purposes for which the Customer’s personal information is collected;

(b) the consequences if the Customer’s personal information is not provided to the Seller;

(c)  the third parties to which the Seller discloses the Customer’s personal information;

(d) how the Customer may seek access or correction of their personal information;

(e) whether the Customer’s personal information is likely to be disclosed to overseas entities and which countries; and

(f)   how the Customer can complain about a breach of the Seller’s obligations in respect of the Customer’s personal information and how such a complaint will be dealt with.

 

19.         Unpaid Seller’s Rights

19.1     Where the Customer has left any item with the Seller for repair, modification, exchange or for the Seller to perform any other service in relation to the item and the Seller has not received or been tendered the whole of any moneys owing to it by the Customer, the Seller shall have, until all moneys owing to the Seller are paid:

(a) a lien on the item; and

(b) the right to retain or sell the item, such sale to be undertaken in accordance with any legislation applicable to the sale or disposal of uncollected goods.

19.2     The lien of the Seller shall continue despite the commencement of proceedings, or judgment for any moneys owing to the Seller having been obtained against the Customer.

 

20.         Termination

20.1     These Terms may be immediately terminated by the Seller is:

(a) the Customer is in breach of these Terms and fails to remedy that breach within seven (7) days of receiving notice to do so;

(b) the Customer fails to pay any amount outstanding to the Seller after receiving seven (7) days prior notice that the amount is outstanding; or

(c)  the Customer becomes bankrupt or insolvent.

20.2     Either party may terminate these Terms immediately by written notice to the other if:

(a) the defaulting party commits a material breach of these Terms and that breach is not rectified within 14 days of being notified; or

(b) the defaulting party is presumed insolvent within the meaning of any applicable law, is made bankrupt, is placed into liquidation or any other form of administration relating to insolvent debtors or has a third party take possession of any substantial asset(s) of the defaulting party or if any proceedings are issued or an event intended to lead to any of those consequences.

 

21.         Liability

21.1     The Customer will indemnify and will continue to indemnify the Seller against all liability, loss, damage, claim, action, demand, costs or expenses incurred or suffered by the Seller arising from:

(a) any breach of these Terms by the Customer;

(b) any breach of any laws by the Customer; or

(c)  any negligent act or omission by the Customer,

except to the extent that such liability, loss, damage, claim, action, demand, costs or expenses is caused or contributed to by the breach or negligent act or omission of the Seller.

21.2     The Seller will indemnify and will continue to indemnify the Customer against any loss, damage, claim, action, demand, costs or expenses incurred or suffered by the Customer arising from:

(a) any breach of these Terms by the Seller;

(b) any breach of any laws by the Seller; or

(c)  any negligent act or omission by the Seller,

except to the extent that such liability, loss, damage, claim, action, demand, costs or expenses is caused or contributed to by the breach or negligent act or omission of the Customer.

21.3     The Seller’s liability under these Terms is limited to the amount of the Price paid for the Goods by the Customer.

21.4     Notwithstanding any other provision of this Terms, neither party will be liable to the other party for any Consequential Loss.

21.5     These limitations and indemnities continue after the expiration or termination of these Terms.

 

22.         General

22.1     The failure by the Seller to enforce any provision of these Terms shall not be treated as a waiver of that provision, nor shall it affect the Seller’s right to subsequently enforce that provision. If any provision of these Terms shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

22.2     These Terms and any contract to which they apply shall be governed by the laws of New South Wales the state in which the Seller has its principal place of business, and are subject to the jurisdiction of the courts in that state. 

22.3     The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by the Seller nor to withhold payment of any Invoice because part of that Invoice is in dispute.

22.4     The Seller may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.

22.5     The Customer agrees that the Seller may amend these Terms at any time. If the Seller makes a change to these Terms, then that change will take effect from the date on which the Seller notifies the Customer of such change. The Customer will be taken to have accepted such changes if the Customer makes a further request for the Seller to provide Goods to the Customer.

22.6     Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.

The Customer warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this agreement creates binding and valid legal obligations on it

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