CATALOGUE & PRICE LIST 2018-19

(b) the Customer must keep the goods separate from its goods and maintain the Supplier’s labelling and packaging; (c) the Supplier may without notice, enter any premises where it suspects the goods are and remove them, notwithstanding that they may have been attached to other goods not the property of the Supplier, and for this purpose the Customer irrevocably licences the Supplier to enter such premises and also indemnifies the Supplier from and against all costs, claims, demands or actions by any party arising from such action. 6.2 Without limiting clause 6.1, all payments received from the Customer must be applied in accordance with section 14(6)(c) of the PPSA. The Customer agrees that legal title and property in the goods is retained by the Supplier until payment is received in cleared funds from the Customer of all sums owing to the Supplier, whether under this Agreement or otherwise. The Customer must keep the goods separate from other goods and store the goods so that they are readily identifiable as those supplied by the Supplier. The Customer must not sell the goods except in the ordinary course of the Customer’s business. If the Customer fails to pay by the due date any amount owing to the Supplier, the Supplier may (without prejudice to any of its other rights) recover and resell any of the goods in which property has not passed to the Customer. In addition to any rights the Supplier may have under Chapter 4 of the PPSA, the Supplier may, without notice, enter any premises where it expects the goods may be located and remove them without committing a trespass, and the Customer authorises the Supplier to enter onto the premises where the goods are kept to take possession of the goods for that purpose at any time. The Customer also indemnifies the Supplier from and against all loss suffered and or incurred by the Supplier as a result of exercising its rights under this clause 6.2. If there is any inconsistency between the Supplier’s rights under this clause 6.2 and its rights under Chapter 4 of the PPSA, this clause 6.2 prevails. The Customer acknowledges and warrants that the Supplier has a security interest (for the purposes of the PPSA) in the goods and any proceeds until title passes to the Customer in accordance with this clause 6.2. The Customer must do anything reasonably required by the Supplier to enable the Supplier to register its security interest with the priority the Supplier requires and to maintain that registration. The security interest arising under this clause 6.2 attaches to the goods when the Customer obtains possession of the goods and the parties confirm that they have not agreed that any security interest arising under this clause attaches at any later time. If Chapter 4 of the PPSA would otherwise apply to the enforcement of the security interest created under this Agreement, the Customer agrees that the following provisions of the PPSA will not apply; section 95 (notice of removal of accession) to the extent that it requires the Supplier to give a notice to the Customer; section 121(4) (enforcement of liquid assets – notice to grantor); section 130 (notice of disposal), to the extent that it requires the Supplier to give a notice to the Customer; paragraph 132(3)(d) contents of statement of account after disposal); subsection 132(4) (statement of account if no disposal); section 135 (notice of retention); section 142 (redemption of collateral); section 143 (reinstatement of security agreement). The Supplier does not need to give the Customer any notice under the PPSA (including a notice of verification statement) unless the notice is required by the PPSA and that requirement cannot be excluded. 7. Risk and Insurance 7.1 The risk in the goods and all insurance responsibility for theft, damage, loss or otherwise will pass to the Customer immediately on the goods being delivered to the Customer or taken from the Supplier’s premises. 7.2 The goods are sold to the Customer on the basis that the Customer has obtained all necessary licenses or permits under all relevant laws and regulations in relation to the goods. 8. Performance of Agreement 8.1 Any period or date for delivery of goods or provision of services stated by the Supplier is an estimate only and not a contractual commitment. 8.2 The Supplier will use its reasonable endeavours to meet any estimated dates for delivery of the goods but will not be liable for any loss or damage suffered by the Customer or any third party for failure to meet any estimated date. 8.3 If the Supplier cannot complete the services by any estimated date, it will complete the services within a reasonable time. 9. Delivery 9.1 Subject to clause 9.6, the Supplier will arrange for the delivery of the goods to the Customer. 9.2 The Customer will be responsible for all costs associated with delivery, including freight, insurance and other charges arising from the point of dispatch of the goods to the Customer at the point of delivery. 9.3 The Customer authorises the Supplier to subcontract delivery of goods or services in its absolute discretion. 9.4 The Supplier may make part delivery of goods or provision of services and the Supplier may invoice the Customer for the goods or services provided.. 9.5 The Customer indemnifies the Supplier against any loss or damage suffered by the Supplier, its sub-contractors or employees as a result of delivery, except where the Customer is a consumer and the Supplier has not used due care and skill. 9.6 If agreed the Customer may collect the goods directly from the Supplier. 10. Liability 10.1 If the Customer supplies goods or services to Retailers, it will ensure that the Retailers will comply with the Terms, and will be remain responsible for all acts, omissions, defaults and neglects of any Retailer as if they were the Customer’s acts, omissions, defaults or neglects. The Customer will indemnify and hold harmless the Supplier against all loss, liability, damages, costs and all expenses, including legal fees, arising directly or indirectly out of a failure by a Retailer to whom it supplies goods or services to comply with the Terms. 10.2 Except as the Terms specifically state, or as contained in any warranty statement provided in relation to the goods or services, the Agreement does not include by implication any other term, condition or warranty in respect of the quality, merchantability, acceptability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the goods or services or any contractual remedy for their failure. 10.3 If the Customer is a consumer nothing in these Terms restricts, limits or modifies the Customer’s rights or remedies against the Supplier for failure of a statutory guarantee under the ACL. 10.4 If the Customer on-supplies the goods to a person who is a consumer: (a) if the goods or services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, then the amount specified in section 276A(1) of the ACL is the absolute limit of the Supplier’s liability to the Customer; (b) otherwise, payment of any amount required under section 274 of the ACL is the absolute limit of the Supplier’s liability to the Customer; howsoever arising under or in connection with the sale, installation, use of, storage or any other dealings with the goods or services by the Customer or any third party. 10.5 If clause 10.2 and 10.3 do not apply, then other than as stated in the Terms or any written warranty statement the Customer assumes all risk and liability for loss, damage or injury to persons or to property of the Customer, or third parties arising out of the use, installation or possession of any of the goods sold by the Supplier, whether direct, indirect or consequential ,unless recoverable from the Supplier on the failure of any statutory guarantee under {D1527500:1}Form 44-0607 the ACL. 10.6 The Customer acknowledges that it has the sole responsibility of satisfying itself that the goods or services are suitable for the use of the Customer. 11. Cancellation 11.1 If the Supplier is unable to deliver or provide the goods or services, then it may cancel the Customer’s order (even if it has been accepted) by written notice to the Customer. 11.2 No purported cancellation or suspension of an order or any part of it by the Customer is binding on the Supplier once the order has been accepted. 11.3 If the Customer purports to cancel an order and the Supplier agrees to the cancellation, any deposit paid by the customer will be forfeited.