Terms and Conditions of Trade

1. CONTRACT

1.1. Discount Building Material Pty Ltd (ABN 36 640 767 086) (the “Supplier” or “Seller”) supplies Goods to the “Customer” subject to the following trading Terms and Conditions of Sale (“Terms”).

1.2. These Terms apply whenever Goods are quoted for, sold, supplied or Delivered by the Supplier to the Customer.

1.3. Requesting or accepting a Quotation from, placing an Order with or accepting a supply or Delivery of Goods from the Supplier by a Customer constitutes acceptance by the Customer on these Terms.

1.4. To the extent that these Terms purports to be an acceptance of an Order, or offer, or amounts to a counteroffer, it shall be capable of acceptable only on the basis of the Terms and by acceptance or delivery of the Goods.

1.5. These Terms constitute a complete and exclusive statement of the general conditions of sale between the Supplier and the Customer.

1.6. The Supplier reserves the right to stop supply, withdraw credit facilities and/or close the Customer’s account at any time without prior notice. Interest may be charged on overdue accounts.

2. DEFINITIONS

The following definitions apply to the Terms unless the context otherwise necessarily requires:

(a) “Buyer” or “Customer” means the person or entity in the Application for Credit;

(b) “Commercial Credit Account” means a trading account granted in writing by the Supplier to the Customer;

(c) “Company” means Discount Building Material Pty Ltd (ABN 36 640 767 086);

(d) “Event of Default” has the meaning provided in clause 16;

(e) “Event of Termination” means when the Customer is served with any originating process in any proceedings under the Bankruptcy Act 1966 (Cth) or the winding-up provisions of the Corporations Act 2001 (Cth) or similar or replacement legislation or has an Administrator, Provisional Liquidator, Receiver or Receiver and Manager appointed to it.

(f) “Financing Statement” has the meaning given to it by the PPSA;

(g) “Financing Change Statement” has the meaning given to it by the PPSA;

(h) “Goods” means any goods supplied by the Supplier to the Customer pursuant to these Terms;

(i) “Guarantor” means that person(s) or entity who agrees herein to be liable for the debts of the Buyer on a principal debtor basis;

(j) “Invoice” means the tax invoice for payment of Goods supplied or to be supplied by the Supplier to the Customer;

(k) “Nominated Address” means the registered address of Customer or any other address nominated by Customer by written notice to the Supplier;

(l) “Order” means any written or verbal request by the Customer to the Supplier for the supply of Goods;

(m) “Price” shall mean the cost of the Goods as agreed between the Supplier and the Buyer subject to Clause 6 of the contract.

(n) “PPSA” means the Personal Property Securities Act 2009 (Cth);

(o) “Secured Property” means any Goods over which a Security Interest is created pursuant to clause 18;

(p) “Security Agreement” means the security agreement under the PPSA created between the Customer and the Supplier by these Terms;

(q) “Security Interest” has the meaning given to it by the PPSA;

(r) “Supplier” or “Seller” means Discount Building Material Pty Ltd (ABN 36 640 767 086);

(s) “Terms” means these Terms and Conditions and any variation thereto which has been expressly agreed, acknowledged or accepted by the Supplier.

3. INTERPRETATION

3.1. The following rules of interpretation shall apply to the Terms unless the context otherwise necessarily requires.

3.2. References in the Terms to the Supplier or the Customer includes references to their respective successors and permitted assigns.

3.3. Words and expressions, including defined terms in singular form include a reference to cognate words and expressions in plural form and vice versa and the words and expression importing a particular gender include respective references to cognate words and expressions importing each other gender.

3.4. Unless otherwise specifically indicated, a reference in the Terms to a clause, sub-clause, paragraph or sub-paragraph is a reference to a clause, sub-clause, paragraph or sub-paragraph of the Terms.

4. ACCEPTANCE

4.1. Any instructions received by the Seller from the Buyer for the supply of Goods and/or the Buyer’s acceptance of Goods supplied by the Seller shall constitute acceptance of the terms and conditions contained herein.

4.2. Where more than one Buyer has entered into this agreement, the Buyers shall be jointly and severally liable for all payments of the Price.

4.3. Upon acceptance of these terms and conditions by the Buyer, the terms and conditions are irrevocable and can only be rescinded in accordance with these terms and conditions. Changes to these terms and conditions shall be made in writing on the mutual consent of both parties.

4.4. None of the Seller’s agents or 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.

4.5. The Buyer undertakes to give the Seller not less than Fourteen (14) days prior written notice of any proposed change in the Buyer’s name and/or any other change in the Buyer’s details (including but not limited to, changes in the Buyer’s address, facsimile number, or business practice).

5. GOODS

5.1. The Goods are as described on the invoices, quotation, work authorisation or any other work commencement forms as provided by the Seller to the Buyer.

6. PRICE, INVOICES & PAYMENT

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

(a) as indicated on invoices provided by the Supplier to the Buyer in respect of Goods supplied; or

(b) the Supplier’s quoted Price which shall be binding upon the Supplier provided that the Buyer shall accept in writing the Seller’s quotation within thirty (30) days.

6.2 Invoices will be issued by the Supplier on or after Goods have been delivered to the Customer’s Nominated Address.

6. PRICE, INVOICES & PAYMENT

6.3 The Buyer’s payment will be due either thirty (30) days:

(a) following the date of the invoice; or

(b) after the end of the month (EOM) in which the goods were delivered, and this will be determined by the Seller and stated on the application.

If the time for payment is not stated, then it will be due thirty (30) days after the EOM in which the goods were delivered.

6.4 Payment will be made by cash on delivery, or by cheque, or by bank cheque, or by direct credit, or by any other method as agreed to between the Buyer and the Supplier.

6.5 The price shall be increased by the amount of any GST and other taxes and duties which may be applicable, except to the extent that such taxes are expressly included in any quotation given by the Seller.

7. INTEREST

7.1 In the event payment of any amount invoiced pursuant to clause 6.1 is not received by Supplier within 30 days from the date of the invoice, (“the Outstanding Amount”) interest will be payable by Customer on the Outstanding Amount at the rate of 12% per annum or any other rate determined by the Supplier from time to time and shall accrue until the outstanding amount and any applicable interest has been paid in full.

8. DELIVERY

8.1 Provided that an Event of Default is not subsisting the Supplier shall deliver the Goods to the Nominated Address within 1 month of the Supplier’s receipt of an Order by Customer or at such other time as agreed between the Customer and the Supplier.

8.2 The Customer acknowledges and agrees that the delivery of Goods by the Supplier within a variation of ±10% of the quantity provided in the Order will constitute a good commercial delivery of an Order.

8.3 Where, due to absence of sufficient identification or for any other reason, the Nominated Address cannot be located, or for any other reason beyond the control of the Supplier, the Goods cannot be delivered, the Goods shall be returned to the Supplier and the costs and expenses incurred by the Supplier shall be added to the price of the Goods.

8.4 Where the Nominated Address is unattended by the Customer or any of its agents or servants, a certificate signed by the Supplier or any of the Supplier’s agents or servants stating the time, date and place of delivery shall be prima facie evidence of the Goods’ delivery.

9. DEFECTS / RETURNS

9.1 The Buyer shall inspect the goods on delivery and shall within seven days of delivery notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Buyer shall afford the Seller an opportunity to inspect the Goods within a reasonable time following delivery if the Buyer believes the Goods are defective in any way.

9.2 For Goods, which the Seller has agreed in writing that the Buyer is entitled to reject, the Seller’s liability is limited to either (at the Seller’s discretion) replacing the Goods, repairing the goods or issuing a credit or refund provided that:

(a) The Goods are returned at the Buyer’s cost within fourteen (14) days of the delivery date by the Seller’s approved carrier;

(b) A return authority number (RGA) has been issued by the Seller;

(c) The Seller will not be liable for Goods which have not been stored or used in a proper manner; and

(d) The Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonable possible in the circumstances.

10. LIEN & STOPPAGE IN TRANSIT

10.1 Where the Seller has not received or been tendered the whole of the price, or the payment has been dishonoured, the Seller shall have:

(a) a lien on the goods;

(b) the right to retain them for the price while the Seller is in possession of them;

(c) a right of stopping the goods in transit whether or not delivery has been made or ownership has passed;

(d) a right of resale; and

(e) the forgoing right of disposal, provided that the lien of the Seller shall continue despite the commencement of proceedings or judgement for the price having been obtained.

11. TITLE

11.1 It is the intention of the Seller and agreed by the Buyer that property in the Goods shall not pass until:

(a) the Buyer has paid all amounts owing for the Goods; and

(b) the Buyer has met all other obligations due by the Buyer to the Seller in respect of all contracts between the Seller and the Buyer, and that the Goods shall be kept separate until the Seller shall have received payment and all other obligations of the Buyer are met.

11.2 It is further agreed that:

(a) Until such time as ownership of the Goods shall pass from the Seller to the Buyer the Seller may give notice in writing to the buyer to return the goods or any of them to the Seller. Upon such notice the rights of the Buyer to obtain ownership or any other interest in the goods shall cease.

(b) If the Buyer fails to return the Goods to the Seller then the Seller or the Seller’s agent may enter upon and into land and premises owned, occupied or used by the Buyer, or any premises as the invitee of the Buyer, where the goods are situated and take possession of the goods, without being responsible for any damage thereby caused.

(c) 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 and until then the Seller’s ownership of rights in respect of the Goods shall continue.

(d) The Buyer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of the Seller.

(e) The Seller may require payment of the price of the balance of the Price due together with any other amounts due from the Buyer to the Seller arising out of these terms and conditions, and the Seller may take any lawful steps to require payment of the payments due and the Price.

(f) The Seller can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Buyer.

(g) Until such time the Buyer has the Seller’s authority to convert the goods into other products and if the goods are so converted, the parties agree that the Seller will be the owner of the product.

12. RISK / PROPERTY

12.1 Responsibility, risk of damage or loss of the Goods shall pass to the Customer immediately upon delivery to the Nominated Address.

12.2 Notwithstanding the passing of risk, property in the Goods shall not pass to the Customer until the price of Goods has been paid.

12.3 Clause 12.2 applies notwithstanding any extension of credit by the Supplier to the Customer.

13. CREDIT

13.1 The Supplier may in its discretion determine the credit limit whereby the Customer shall make payments when required to ensure the amount outstanding from time to time remains within the limit determined.

13.2 The Supplier may at any time without notice terminate any extension of credit to the Customer and require immediate payment of all or other amounts owing by the Customer to the Supplier.

13.3 The Customer shall not be entitled to retain any amount owing to the Supplier at any time notwithstanding any default or alleged default of the Supplier of the Terms.

14. CANCELLATIONS

14.1 The Supplier may cancel any Contract to which these terms and conditions 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 Supplier shall repay to the Customer any money paid by the Customer for the Goods.

14.2 The Customer may cancel any Contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Supplier. On giving such notice the Supplier shall repay to the Customer any money paid by the Customer for the Goods.

14.3 Cancellation or variation of special item orders will not be accepted once production has commenced.

14.4 Either party shall not be liable to the other party for any loss or damage whatsoever arising from such cancellation.

15. SECURITY AND CHARGE

15.1 Despite anything to the contrary contained herein or any other rights which the Seller may have howsoever, if the Buyer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Buyer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to the Seller or the Seller’s nominee to secure amounts and other monetary obligations payable under the terms and conditions. The Buyer and/or the Guarantor acknowledge and agree that the Seller (or the Seller’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be released once all payments and other monetary obligations payable hereunder have been met.

15.2 Should the Seller elect to proceed in any manner in accordance with clause 15.1, the Buyer and/or Guarantor shall indemnify the Seller from and against all the Seller’s costs and disbursements including legal costs on a solicitor and own client basis.

16. DEFAULT

16.1 The following events are an “Event of Default”:

(a) Interest of overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at the rate stipulated in Clause 7.1

(b) If the Buyer defaults in payment of any invoice when due, the Buyer shall indemnify the Seller from and against all the Seller’s costs and disbursements including on a solicitor and own client basis and in addition all of the Seller’s nominees’ costs of collection.

(c) If the Buyer’s payment is dishonoured by their bank, then the Seller reserves the right to increase the amount of the Price by any charges for dishonours charged by the Seller’s bankers.

16.2 Without prejudice to any other remedies the Seller may have, if at any time the Buyer is in breach of any obligation (including those relating to payment). The Seller may suspend or terminate the supply of Goods to the Buyer and any of its other obligations under the terms and conditions. The Seller will not be liable to the Buyer for any loss or damage the Buyer suffers because the Seller exercised its right under this clause.

16. DEFAULT (continued)

16.3 In the event that:

(a) any money payable to the Seller becomes overdue, or in the Seller’s opinion the Buyer will be unable to meet its payments as they fall due; or

(b) the Buyer 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,

the Seller shall be entitled to all or any part of any order of the Buyer which remains unperformed in addition to and without prejudice to any other remedies; all amounts owing to the Seller shall, whether or not due for payment, immediately become payable in addition to the interest payable under clause 16.1 hereof.

17. FORCE MAJEURE

The Supplier will not be liable to the Customer for damages for any delay in the delivery of the Goods and neither party shall be liable in damages to the other for any interruption in the supply of or acceptance of Goods or for any other act or omission which, but for this clause, might constitute a breach of the Terms if such delays, failure to deliver or accept delivery, act or omission are caused by force majeure or any cause beyond the control of the party which would otherwise be in breach of the Terms.

18. PERSONAL PROPERTY SECURITIES ACT 2009 (CTH)

18.1 The Customer acknowledges and agrees that these Terms and any Invoice issued under these Terms:

(a) constitute a security agreement for the purposes of the PPSA; and

(b) create a Purchase Money Security Interest (“PMSI”) in:

(i) all Goods previously supplied by the Supplier to the Customer (if any);

(ii) all Goods that will be supplied in the future by the Supplier to the Customer; and

(iii) all proceeds of the sale of such goods.

18.2 The Customer undertakes to:

(a) promptly sign any further documents and/or provide any further information which the Customer may reasonably require to:

(i) register a Financing Statement or Financing Change Statement in relation to a security interest on the Personal Property Securities Register (“PPSR”);

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

(iii) correct a defect in a statement referred to in Clauses 18.2(a)(i) or 18.2(a)(ii);

(b) accept service of any document required to be served, including any notice under this agreement or the PPSA or any originating process, by prepaid post at any address nominated in this application or any other address later notified to the Supplier by the Customer or the Customer’s authorised representative;

(c) indemnify, and upon demand reimburse, the Supplier for all expenses incurred in registering a Financing Statement or Financing Change Statement on the PPSR established by the PPSA or releasing any goods charged;

(d) not register, or permit to be registered, a Financing Statement or a Financing Change Statement in relation to the Goods in favour of a third party without the prior written consent of the Supplier; and

(e) immediately advise the Supplier 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.

18.3 To the extent section 115(1) allows this, sections 95, 125, 130, 132(3)(d), 132(4), 142 and 143 of the PPSA will not apply to any Security Interest created under these Terms and any Invoices issued under these Terms.

18.4 To the extent section 115(7) allows this, sections 127, 129(2), 132, 134(2), 135, 136(3), (4) and (5) and 137 of the PPSA will not apply to any Security Interest created under these Terms and any Invoices issued under these Terms.

18.5 To the extent the law allows, the Customer and each of the Guarantors waives its rights to receive any notice that is required by:

(a) any provision of the PPSA (including a notice of a verification statement); or

(b) any other law before the Supplier or a receiver exercises a right, power or remedy; or

(c) any time period that must otherwise lapse under any law before the Supplier or a receiver exercises a right, power or remedy.

18.6 If a law which requires a period of notice or a lapse of time cannot be excluded, but the law provides that the period of notice or lapse of time may be agreed, that period or lapse is one day or the minimum period that the law allows to be agreed (whichever is longer). However, nothing in this clause prohibits the Supplier or any receiver from serving a notice under the PPSA or pursuant to any other law.

18.7 The Customer waives any right to receive any notice required to be provided under the PPSA (including under sections 144 and 157) in respect of any Security Interest unless the requirement to give the notice cannot be waived or excluded.

18.8 The Customer shall unconditionally ratify any actions taken by the Supplier under Clauses 18.1 to 18.8 of these Terms.

18.9 Subject to any express provisions to the contrary, nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

18.10 The Customer acknowledges that the Supplier has the right to register the Goods on the PPSR.

18.11 The Customer agrees to provide all relevant information to enable the Supplier to register the Goods on the PPSR and generally to maintain, obtain, register and enforce the security interests created pursuant to these terms and conditions.

18.12 The Customer hereby consents to the execution, registration and perfection of each and every security interest and agrees that any security interest created will have priority in respect of the secured property.

18.13 Unless otherwise agreed and to the extent permitted by the PPSA, the parties agree not to disclose any information of a kind referred to in section 275(1) of the PPSA to an interested person or any other person. The Customer waives any right it has to authorise disclosure of the above information.

18.14 In addition to any rights the Supplier may have under Chapter 4 of the PPSA, the Supplier may, at any time, demand the return of the Goods and shall be entitled without notice to the Customer and without liability to enter any premises where it suspects the Goods may be located in order to search for and remove the Goods without committing a trespass, even though they may be attached or annexed to other goods or land not the property of the Customer. For this purpose, the Customer irrevocably licenses the Supplier to enter such premises, undertakes that it will procure any necessary authority to enter from any relevant person, and also indemnifies the Supplier from and against all loss suffered or incurred by the Customer as a result of exercising its rights under this clause. If there is any inconsistency between the Supplier’s rights under this clause and its rights under Chapter 4 of the PPSA, this clause prevails.

18.15 All costs and expenses arising as a result of actions taken by either party pursuant to this clause will be for the account of the Customer. Within 7 days of a written request, the Customer must pay to the Supplier any costs or expenses incurred or to be incurred.

18.16. Pursuant to section 125(3) of the PPSA, the Supplier may delay disposing of, or taking action to retain, the whole or part of the collateral that it seizes under section 123 of the PPSA, for as long as it sees fit in its absolute discretion.

19. FURTHER ASSURANCE

19.1. The Customer must, whenever requested by the Supplier and at the cost of the Customer, do or cause to be done anything requested by the Supplier:

(a) for more satisfactorily assuring or securing to the Supplier the Secured Property in a manner not inconsistent with any of the provisions of these Terms; or

(b) for assisting in the execution or exercise of any power, including, without limitation:

(c) executing any notice, consent, document or amendment to these Terms;

(d) delivering any title document; or

(e) doing any other thing that the Supplier considers necessary or desirable to:

(i) ensure that these Terms or any Security Interest arising under it is enforceable, effective and perfected, including if possible, by control;

(ii) register, protect, perfect, record, or better secure the position of the Supplier under these Terms; or

(iii) obtain or preserve the priority of the Security Interest constituted under these Terms.

20. UNPAID SUPPLIER’S RIGHTS

20.1. The Seller has the right to dispose of Goods in the event that:

(a) the Seller retains possession or control of the Goods;

(b) payment of the Price is due to the Seller;

(c) the Seller has made demand in writing of the Buyer for payment of the Price in terms of this contract; and

(d) the Seller has not received the Price of the Goods, then, whether the property in the Goods has passed to the Buyer or has remained with the Seller, the Seller may dispose of the Goods and may claim from the Buyer the loss to the Seller on such disposal.

21. INDEMNITY

21.1. The Customer agrees to indemnify the Supplier against any claim, loss, liability or damage, costs, charges and expenses (including the Supplier’s legal costs on a solicitor/own client basis) suffered or incurred by the Supplier which arises directly or indirectly in relation to:

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

(b) any contravention of any law by the Customer; or

21.2. The Customer agrees to pay such expenses to the Supplier immediately on demand.

22. COMPETITION AND CONSUMER ACT 2010 (CTH) (“CCA”) and FAIR TRADING ACT 1987 (NSW) (“FTA”)

22.1. Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the CCA or the FTA in each of the States and Territories of Australia, except to the extent permitted by those acts where applicable.

23. PRIVACY ACT 1988 (CTH)

23.1. The Buyer and/or the Guarantor/s agree for the Seller to obtain from a credit reporting agency a credit report containing personal credit information about the Buyer and Guarantor/s in relation to credit provided by the Seller.

23.2. The Buyer and/or the Guarantor/s agree that the Seller may exchange information about the Buyer and Guarantor/s with those credit providers named in the Application for Credit account or named in a consumer credit report issued by a reporting agency for the purpose:

(a) to assess an application by Buyer;

(b) to notify other credit providers of a default by the Buyer;

(c) to exchange information with other credit providers as to the status of this credit account, where the Buyer is in default with other credit providers; and

(d) to assess the credit worthiness of Buyer and/or Guarantor/s.

23.3. The Buyer consents to the Seller being given a consumer credit report to collect overdue payment on commercial credit (Section 18k(1)(h) Privacy Act 1988).

23.4. The Buyer agrees that Personal Data may be used and retained by the Seller for the following purposes and for other purposes as agreed between the Buyer and Seller or required by law from time to time:

(a) provision of Goods;

(b) marketing of Goods by the Seller, its agents or distributors in relation to the Goods;

(c) analysing, verifying and/or checking the Buyer’s credit, payment and/or status in relation to provision of Services/Goods;

(d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by Buyer; and

(e) enabling the daily operation of Buyer’s account and/or the collection of amounts outstanding in the Buyer’s account in relation to the Services and Goods.

23.5. The Seller may give information about the Buyer to a credit reporting agency for the following purposes:

(a) to obtain a consumer credit report about the Buyer; and/or

(b) allow the credit reporting agency to create or maintain a credit information file containing information about the Buyer.

24. CHANGE IN CONTROL

24.1. The Customer shall give the Supplier not less than fourteen (14) days prior written notice of any proposed change of control or ownership or office holding 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). The Customer shall be liable for any loss incurred by the Supplier as a result of the Customer’s failure to comply with this clause.

24.2. In the event of a change, pursuant to clause 24.1 above, the Supplier may require that the Customer enter into a new Credit Account Application and may, at its sole discretion, require the Customer or any other reasonable person to sign a Guarantee and Indemnity.

25. DISPUTE RESOLUTION

25.1. If a dispute or difference between the parties arises in connection with the subject matter of this Contract, then either party shall by post or by hand provide written notice of the nature and details of the dispute.

25.2. Within 14 days of receipt of a notice in accordance with clauses 25.1 above, senior management representatives of each party, with full authority to agree such resolution or resolution methods, shall confer to resolve the dispute or agree methods for resolving the dispute. All aspects of the conference, except for the fact of its occurrence, shall be privileged.

25.3. Nothing in this Clause 25 prevents a party seeking urgent interlocutory relief from a Court or requires that party to participate in informal resolution processes for longer than thirty (30) days after the dispute has arisen.

26. CONFIDENTIALITY

26.1. The Supplier and the Customer agree that a Contract and any other information furnished by one party to the other pursuant to the Contract is and remains confidential between the parties and the parties must not disclose the same, or permit or cause the same to be disclosed, either directly or indirectly, to any third party unless:

(a) prior approval in writing has been obtained from the other party;

(b) disclosure is required by law; or

(c) the information is in the public domain prior to the disclosure by the party.

26.2. The expression “any third party” does not include the financial or legal advisors of a party or a related body corporate of a party.

27. GENERAL PROVISIONS

27.1. If any of these terms and conditions shall be invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

27.2. All Goods supplied by the Seller are subject to the laws of New South Wales and the Seller takes no responsibility for changes in the law which affect the Goods supplied.

27.3. The Buyer shall not set off against the Price amounts due from the Seller.

27.4. The Seller may license or sub-contract all or any part of its rights and obligations with the Buyer’s consent.

27.5. The Seller reserves the right to review these terms and conditions at any time and from time to time. If, following any such review, there is to be any change in such terms and conditions, that change will take effect from the date on which the Seller notifies the Buyer of such change.

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