Wholesale solar panels, inverters and rails - RA Power Group

TERMS & CONDITIONS

RA Power Group Pty Ltd – Terms & Conditions of Trade

1. Definitions

1.1 "Supplier" means RA Power Group Pty Ltd (a Trustee for) RA Power Group Unit Trust, its successors and assigns or any person acting on behalf of and with the authority of RA Power Group Pty Ltd.

1.2 "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.

1.3 "Goods" means all Goods or Services supplied by the Supplier 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).

1.4 "Price" means the Price payable for the Goods as agreed between the Supplier and the Customer in accordance with clause 6 below.

2. Acceptance

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

2.2 These terms and conditions may only be amended with the Supplier's consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Customer and the Supplier.

2.3 The Customer hereby disclaims any right to rescind, or cancel any contract with the Supplier or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Customer by the Supplier and the Customer acknowledges that the Goods are bought relying solely upon the Customer‟s skill and judgment.

2.4 Unless agreed between both parties by special arrangement (such as an authorisation code), the Supplier shall be entitled to assume that any order for Goods received from any person in the Customer's employ has been placed with the Customer's authority, and theCustomer shall be liable for such order.

2.5 Where the Customer is a tenant (and therefore not the owner of the land and premises where Goods are to be installed) then the Customer warrants that they have obtained the full consent of the owner for the purchase of the Goods, and (where applicable) in order for the Supplier to install the Goods on the owners land and premises. The Customer acknowledges and agrees that they shall be personally liable for full payment of the Price for all Goods provided under this agreement, and to indemnify the Supplier against any claim made by the owner of the premises (howsoever arising) in relation to the supply of the Goods and the provision of any related Services by the Supplier, except where such claim has arisen because of the negligence of the Supplier in the instalment of the Goods or any defect under clause 13.

4.1 The Customer acknowledges that:

(a) all descriptive specifications, illustrations, drawings, data, dimensions and weights stated in the Supplier's fact sheets, price lists oradvertising material, are approximate only and are given by way of identification only. The Customer shall not be entitled to rely on such information, and any use of such does not constitute a sale by description, and does not form part of the contract, unless expressly stated as such in writing by the Supplier;

(b) while the Supplier may have provided information to them about the performance of solar electricity systems, the Customer acknowledges that the Supplier shall not be deemed to have made any warranty or representation, express or implied, in relation to the Goods, including whether or not they are suitable for a particular purpose (whether such purpose was made known to the Supplier or not) unless the same is confirmed in writing;

(c) the performance of the Goods may be affected by the actions of third parties and environmental conditions including, without limitation, the number of hours of sunlight, cloud cover, weather patterns, the location of the Goods and the location of surrounding structures and flora;

(d) some buildings may not have the optimum orientation for the installation of the Goods or components, and therefore understands and accepts that the Goods performance may be compromised in such situations.

4.2 The Customer shall be responsible for ensuring that the Goods ordered are suitable for their intended use.

4.3 The Supplier reserves the right to substitute comparable Goods (or components of the Goods), and in all such cases the Supplier will notify the Client in advance of any such substitution.

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

(a) as indicated on any invoice provided by the Supplier to the Customer; or

(b) the Price as at the date of delivery of the Goods according to the Supplier's current price list, which may be subject to change at any time without prior notice to the Customer; or

(c) the Supplier'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. The quotation shall only be binding upon the Supplier where made in writing and accepted by the Customer by way of written confirmation order. All quotations are confidential, and any information contained therein shall not be disclosed by the Customer to any other person without the Supplier's prior consent.

6.2 The Supplier reserves the right to change the Price:

(a) in the event of a variation to the Supplier's quotation (including, but not limited to, variations as a result of changes to quantities or the specifications contained in any order for Goods), or

(b) where due to changes in taxes and duties (including GST, excise or stamp duties), fluctuation in exchange rates, insurance or freight costs, or increases in the cost to the Supplier for labour and materials; or

(c) in the event the Supplier will incur additional costs due to unforeseen circumstances which are only revealed once (and if) the Supplier commences installation of the Goods.

6.3 At the Supplier's sole discretion a non-refundable deposit may be required.

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

(a) on delivery of the Goods;

(b) before delivery of the Goods;

(c) the date specified on any invoice or other form as being the date for payment; or

(d) 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 Supplier.

6.5 Payment may be made by cash, bank cheque, electronic/on-line banking, Bpay or credit card (plus a surcharge of up to two and a half percent (2.5%) of the Price), or by any other method as agreed to between the Customer and the Supplier. Payment made by cheque will not be considered received by the Supplier until that cheque is cleared by the Supplier's banking institution.

6.6 Unless otherwise stated the Price does not include GST. In addition to the Price the Customer must pay to the Supplier an amount equal to any GST the Supplier must pay for any supply of the Goods by the Supplier under this or any other agreement. 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 The Customer acknowledges that they shall not be entitled to withhold any payment due under this contract because of any delay in the connection of, or the supply of electricity to the Goods by an electrical distributor or any other third party.

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 Supplier's address; or

(b) the Supplier (or the Supplier'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 Supplier's sole discretion, delivery costs shall be payable in addition to the Price; and any request made by the Customer to deliver the Goods to a different address may incur an additional delivery fee.

7.3 In the event that the Customer is unable to take delivery of the Goods as arranged then the Supplier shall be entitled to charge a reasonable fee for redelivery and/or storage of the Goods.

7.4 The Supplier may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.

7.5 For the sake of clarity, any period or date for the delivery of the Goods stated by the Supplier is intended as an estimate only and shall not be deemed a contractual commitment. The Supplier will use its best reasonable endeavours to meet any estimated dates for the delivery (and installation of Goods where applicable), however the Supplier shall not be liable for any losses or damages whatsoever where the Supplier fails to deliver (or install) the Goods (or any of them) promptly or at all, where this is due to circumstances beyond the control of the Supplier.

7.6 The Customer shall ensure that the Supplier has clear and free access to the nominated address at all times to enable them to deliver the Goods (including site inspections, to gain signatures for required documents, and for the delivery and installation of the Goods). The Supplier shall not be liable for any loss or damage to the address (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of the Supplier.

8. Installation of Goods

8.1 The Supplier may, at its sole discretion, use or recommend contracted installers to install the Goods. The Supplier shall take care to ensure that these installers are competent, trained and independently insured. Should the Customer need to make any claim in regards to damage, loss, the performance or conduct of such an installer then the Customer agrees to make such claim direct to the installer in the first instance, and shall only involve the Supplier in such a claim if the Customer is unable to resolve the issue with the installer.

8.2 The Supplier will notify the Customer's electricity distributor/retailer of the installation. The electricity distributor/retailer may then require the replacement of the Customer's existing power meter the cost of which shall be the Customer's responsibility and is not included in any pricing specified under this agreement.

8.3 Notwithstanding clause 4.1, and where applicable, the Supplier will use its best endeavours to install and position the Goods to maximise orientation and exposure to direct sunlight.

8.4 The Customer warrants that any structures to which the Goods are to be affixed are able to withstand the installation of the Goods and that any electrical connections (including, but not limited to, meter boxes, main switches, circuit breakers, and electrical cable) are of suitable capacity to handle the Goods once installed. If for any reason (including the discovery of asbestos, defective or unsafe wiring or dangerous access to roofing) that the Supplier, its employees or contractors, reasonably form the opinion that the Customer's premises is not safe for the installation of Goods to proceed then the Supplier shall be entitled to delay installation of the Goods until the Supplier is satisfied that it is safe for the installation to proceed. The Supplier may, at its sole discretion, agree to bring the premises up to a standard suitable for installation to proceed, but all such Services undertaken and any additional Goods supplied shall be treated as a variation and be charged for in addition to the Price.

8.5 Both the Customer and the Supplier agree that they will at all times ensure that they comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the installation of the Goods, including occupational health and safety laws relating to building/construction sites, and any other relevant safety standards or legislation, particularly those in relation to Asbestos/Hazardous Materials and the safe removal and disposal of the same.

8.6 All work will be tested to ensure that it is electrically safe and is in accordance with the wiring rules and other standards applying to the electrical installation under the Electrical Safety Regulations 2002. All of the cabling work will comply with the Australian and New Zealand Wiring standards.

8.7 The Customer shall obtain (at the expense of the Customer) all licenses and approvals (including local Government approvals) that may be required for the installation of the Goods, or any associated Services.

10.1 The Supplier and the Customer agree that ownership of the Goods shall not pass until:

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

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

10.2 Receipt by the Supplier 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.

10.3 It is further agreed that:

(a) until ownership of the Goods passes to the Customer in accordance with clause 10.1 that the Customer is only a bailee of the Goods and must return the Goods to the Supplier on request.

(b) the Customer holds the benefit of the Customer's insurance of the Goods on trust for the Supplier and must pay to the Supplier 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 Supplier and must pay or deliver the proceeds to the Supplier 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 Supplier and must sell, dispose of or return the resulting product to the Supplier as it so directs.

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

(f) the Supplier 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 Supplier.

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

11.Personal Property Securities Act 2009 ("PPSA")

11.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.

11.2 Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods that have previously been supplied and that will be supplied in the future by the Supplier to the Customer.

11.3 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 Supplier 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;

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

(iii) correct a defect in a statement referred to in clause 11.3(a)(i) or 11.3(a)(ii);

(b) indemnify, and upon demand reimburse, the Supplier 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 Supplier;

(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;

(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.

11.4 The Supplier and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.

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

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

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

11.8 The Customer must unconditionally ratify any actions taken by the Supplier under clauses 11.3 to 11.5.

11.9 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.

12. Security and Charge

12.1 In consideration of the Supplier agreeing to supply the Goods, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer either now or in the future, to secure the performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money).

12.2 The Customer indemnifies the Supplier from and against all the Supplier's costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising the Supplier's rights under this clause.

12.3 The Customer irrevocably appoints the Supplier and each director of the Supplier as the Customer's true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 12 including, but not limited to, signing any document on the Customer's behalf.

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

13.1 The Customer must inspect the Goods on delivery and must within seven (7) days of delivery notify the Supplier 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 Supplier to inspect the Goods.

13.2 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 into these terms and conditions (Non- Excluded Guarantees).

13.3 The Supplier acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.

13.4 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, the Supplier makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Goods. The Supplier's liability in respect of these warranties is limited to the fullest extent permitted by law.

13.5 Subject to clause 15.4, for Goods not manufactured by the Supplier, the warranty shall be the current warranty provided by the manufacturer of the Goods. The Supplier shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is provided by the manufacturer of the Goods. All claims in respect of defects in the Goods, or failure of the Goods to perform as specified by the manufacturer, must be directed to the relevant third party in the first instance.

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

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

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

13.9 If the Customer is not a consumer within the meaning of the CCA, the Supplier'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 Supplier at the Supplier's sole discretion;

(b) otherwise negated absolutely.

13.10 Subject to this clause 13, returns will only be accepted provided that:

(a) the Customer has complied with the provisions of clause 13.1; and

(b) the Supplier has agreed that the Goods are defective, and a Return Material Authorisation Number (RMA#) has been submitted to the Customer; and

(c) the Goods are returned 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 that in which they were delivered as is possible.

13.11 Notwithstanding clauses 13.1 to 13.10, but subject to the CCA, the Supplier 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, or outside specified performance ratings;

(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 Supplier;

(e) fair wear and tear, exposure to weather conditions over time, any accident, misuse, abuse, negligence, vandalism, alteration, modification;

(f) faulty power supply, power failure, electrical strikes or surges, act of God (including but not limited to, lightning, flood, storm, extreme heat, fire, acidic or salty air or other occurrences) outside the control the Supplier.

13.12 The Supplier may in its absolute discretion accept non-defective Goods for return in which case the Supplier may require the Customer to pay handling fees of up to five percent (5%) of the value of the returned Goods plus any freight costs.

14. Intellectual Property

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

14.2 The purchase of Goods (which shall include any documentation supplied along with the Goods) shall not confer on the Customer any licence or right under copyright, patent, design or trademark, or any other intellectual property right which is the property of the Supplier in relation to those Goods, and the Customer agrees not to infringe upon such rights or challenge their validity.

14.3 All design details, specifications, drawings, plans, or technical data provided to the Customer by the Supplier remain the Supplier's copyrightand are to be kept confidential by the Customer. The Customer further agrees that they shall not communicate nor make or supply any copies of any such information to any third party except with the express consent of the Supplier in writing.

14.4 The Customer agrees that they shall indemnify and keep indemnified the Supplier against any loss or damage incurred by the Supplier in the event that the Customer breaches any of the provisions contained in clauses 14.2 & 14.3.

15. Default and Consequences of Default

15.1 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 Supplier's sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

15.2 If the Customer owes the Supplier any money the Customer shall indemnify the Supplier from and against all costs and disbursements incurred by the Supplier in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, the Supplier's collection agency costs, and bank dishonour fees).

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

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

(a) any money payable to the Supplier becomes overdue, or in the Supplier'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.

16. Cancellation

16.1 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. The Supplier shall not be liable for any loss or damage whatsoever arising from such cancellation.

16.2 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 Supplier as a direct result of the cancellation (including, but not limited to, any loss of profits).

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

17. Privacy Act 1988

17.1 The Customer agrees for the Supplier to obtain from a credit reporting agency a credit report containing personal credit information about the Customer in relation to credit provided by the Supplier.

17.2 The Customer agrees that the Supplier may exchange information about the Customer with those credit providers either named as trade referees by the Customer or named in a consumer credit report issued by a credit reporting agency for the following purposes:

(a) to assess an application by the Customer; and/or

(b) to notify other credit providers of a default by the Customer; and/or

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

(d) to assess the creditworthiness of the Customer.

The Customer understands that the information exchanged can include anything about the Customer's creditworthiness, credit standing,credit history or credit capacity that credit providers are allowed to exchange under the Privacy Act 1988.

17.3 The Customer consents to the Supplier being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).

17.4 The Customer agrees that personal credit information provided may be used and retained by the Supplier for the following purposes (and for other purposes as shall be agreed between the Customer and Supplier or required by law from time to time):

(a) the provision of Goods; and/or

(b) the marketing of Goods by the Supplier, its agents or distributors; and/or

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

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

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

17.5 The Supplier may give information about the Customer to a credit reporting agency for the following purposes:

(a) to obtain a consumer credit report about the Customer;

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

17.6 The information given to the credit reporting agency may include:

(a) personal particulars (the Customer's name, sex, address, previous addresses, date of birth, name of employer and driver's licence number);

(b) details concerning the Customer's application for credit or commercial credit and the amount requested;

(c) advice that the Supplier is a current credit provider to the Customer;

(d) advice of any overdue accounts, loan repayments, and/or any outstanding monies owing which are overdue by more than sixty (60) days, and for which debt collection action has been started;

(e) that the Customer's overdue accounts, loan repayments and/or any outstanding monies are no longer overdue in respect of any default that has been listed;

(f) information that, in the opinion of the Supplier, the Customer has committed a serious credit infringement (that is, fraudulently or shown an intention not to comply with the Customer's credit obligations);

(g) advice that cheques drawn by the Customer for one hundred dollars ($100) or more, have been dishonoured more than once;

(h) that credit provided to the Customer by the Supplier has been paid or otherwise discharged.

19.1 Any written notice given under this contract shall be delivered by handing the notice to the other party in person, leaving it at the address of the other party stated in this contract, or by sending it by registered post to the address of the other party as stated in this contract, or sent by fax to the fax number of the party, or any other address which is notified by one party to the other in accordance with this contract. Any such notice or other communication takes effect from the time it is received and is taken to be received if left at the address of the party, at the time it is left, if sent by prepaid ordinary post to the address of the party, on the third day after posting and if sent by fax, upon production of a transmission report by the machine from which the fax was sent which indicates that the fax was sent in its entirety to the fax number of the party without error.

20. General

20.1 The failure by the Supplier to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect the Supplier's right to subsequently enforce that provision. If any provision 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.

20.2 These terms and conditions and any contract to which they apply shall be governed by the laws of the state of Queensland in which the Supplier has its principal place of business, and are subject to the jurisdiction of the Southport court(s).

20.3 Subject to clause 13 the Supplier shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by the Supplier of these terms and conditions (alternatively the Supplier'sliability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).

20.4 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 Supplier nor to withhold payment of any invoice because part of that invoice is in dispute.

20.5 The Supplier may license or sub-contract all or any part of its rights and obligations without the Customer's consent.

20.6 The Customer agrees that the Supplier may amend these terms and conditions at any time. If the Supplier makes a change to these terms and conditions, then that change will take effect from the date on which the Supplier 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 Supplier to provide Goods to the Customer.

20.7 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.

20.8 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.