To the fullest extent legally possible, all dealings between AUSTRALIAN AIRCONDITIONING

DISTRIBUTORS PTY LTD ACN 139 947 363 (and each of its subsidiaries, divisions, affiliates,

associates and related body corporates) (“AAD”) and any Customers relating to any Goods or

services are subject to the following Terms and Conditions unless otherwise agreed in writing.

In this document:

 

(a) “Amount Payable” means, at any time, all amounts payable by the Customer to AAD at that

time (whether or not those amounts have become due for payment under the Terms and

Conditions) in connection with the Goods or the Contract (including, without limitation, any

invoiced amount, interest, indemnity sums, costs or expenses);

(b) “Contract” means the Terms and Conditions and, for an Order, the relevant Order

Acknowledgment;

(c) “Customer” means the customer specified in an application for commercial credit (or if there

is no application, the person placing the Order, or on whose behalf the Order is placed, with

AAD);

(d) “Guarantor” means persons named as Guarantor under the application for commercial credit;

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

(f) the terms “financing statement”, “proceeds”, “purchase money security interest”,

“security agreement”, “security interest” and “verification statement” have the respective

meanings given to them under, or in the context of, the PPSA;

(g) unless otherwise stated, an expression used or defined in the Corporations Act 2001 (Cth)

has the same meaning in the Terms and Conditions;

(h) words indicating the singular include the plural and vice versa.

 

1. Orders, Acceptance and Terms and Condition

(a) An order or an offer to purchase of Goods must be made by the Customer in writing

(“Order”) and will be deemed accepted when the Customer receives an acknowledgement

of the Order from AAD or the delivery of the relevant Goods, whichever first occurs (“Order

Acknowledgement”). In submitting an Order to AAD constitutes deemed acceptance of these

Terms and Conditions by the Customer.

(b) In submitting the Order, the Customer hereby represents and warrants that it is (and will

continue to be at all times while the Terms and Conditions are applicable) solvent and able to

pay all of its debts as and when they fall due and payable.

(c) AAD may in its absolute discretion request that a deposit is paid as part payment of the Order

on such terms and in such amounts as it deems reasonable.

(d) The Terms and Conditions shall continue to apply unless otherwise agreed in writing or unless

the commercial relationship between the parties is validly terminated indefinitely.

(e) The Customer must supply full and complete technical specifications, drawings, designs and

any other information relevant to their purchase, in conjunction with the Order. The Customer

acknowledges that AAD may rely on such information in supplying the Customer the Goods

and will further indemnify AAD in respect of its reliance on such information.

(f) In the event an Order is cancelled by the Customer, the Customer must pay all reasonable

costs incurred by AAD in processing the Order prior to cancellation.

 

2. Quotations

(a) All Quotations must be made to the Customer in writing and will expire in 28 days from

the date of the Quotation. Quotations will not be construed as an obligation to sell but

merely an invitation to treat and no contractual relationship will arise until there is an Order

Acknowledgement of the Customer’s Order.

(b) AAD is at liberty to amend, vary or withdraw a Quotation by written notice to the Customer,

regardless of whether an Order has already been placed, at any time and for any reason it

sees fit including where AAD believes that there has been material changes in the Customer’s

business or circumstances under which the Quotation was first offered.

(c) To secure a Quotation pending placement of an Order, the Customer may be required to pay

a deposit and any reasonable costs incurred by AAD in holding the Goods with respect to the

Quotation. However, payment of the deposit is not deemed acceptance of the Quotation.

(d) Unless otherwise made known to the public, all Quotations are strictly confidential and the

Customer must not disclose the details of the Quotations to a third party, without prior written

consent from AAD.

 

3. Purchase Price

(a) Unless where a Quotation has been accepted providing a specified purchase price, the

purchase price for Goods supplied and charge rate for services rendered will be at AAD’s list

price ruling as at the nominated date of delivery.

(b) All prices are expressed net of any applicable goods and services tax, value added tax, freight

charges and customs duty that shall be added to the amount to be paid by the Customer

unless otherwise agreed.

(c) Prices are subject to change without notice and are not binding on AAD. Upon alteration of the

price, the Customer may cancel any Order (or part thereof) at the new price within 5 days of

AAD providing notice of the change of price.

 

4. Payment

(a) For so long as AAD has agreed to provide credit to the Customer under the Terms and

Conditions and provided that such credit has not been otherwise withdrawn, refused or

suspended, payment for the Goods must be made in full (without any set-off, deduction or

reduction) and be received by AAD within 30 calendar days from the date of the Sales Invoice.

(b) Where any part of the Sales Invoice is in dispute, the balance will remain payable and must

paid when due.

(c) Upon payment AAD may apply such payment to any Amounts Payable in such a manner or

priority as AAD deems reasonable and further AAD reserves its right to set off any amount due

and payable by AAD to the Customer against any amount due and payable by the Customer to

AAD.

(d) Any failure to make due and punctual payment of the Sales Invoice will be deemed a material

default and which entitles AAD to terminate any Contract or suspend any further supply of

deliveries.

 

5. Interest

Interest is payable on any Amount Payable not paid on or before the due date at a rate of 3%

p.a. above the rate prescribed under the Penalty Interest Rates Act 1983 (Vic), calculated daily

and payable on demand, plus an additional monthly administration fee of $25 per month.

 

6. Credit

(a) Any agreement by AAD to grant the Customer credit upon the Terms and Conditions has been

or will be made on the basis of a credit application and such other documents and information

as may be required by AAD and are provided to its reasonable satisfaction.

(b) If AAD exercises its powers to withdraw, refuse or suspend credit under clauses 6(c) or 14(b)

or otherwise under the Terms and Conditions, AAD will only supply Goods to the Customer on

the basis of cash in advance.

(c) The granting of credit does not oblige AAD to extend any particular amount of credit to the

Customer and AAD may withdraw, refuse, suspend or limit credit to the Customer at any time,

in its absolute discretion, without notice or providing any reason.

(d) The Customer must notify AAD in writing if there is any change in the shareholding or

ownership of the Customer or any material change in the Customer’s financial position.

 

7. Delivery

(a) If requested by the Customer, and agreed by AAD, AAD will arrange delivery of the Goods to

an address specified by the Customer, at the Customer’s sole cost and expense.

(b) In such cases, the Customer (or a representative of the Customer) must be present at the

agreed place and time for delivery and must sign the delivery docket as acknowledgement

that the Goods (and the quantities so described therein) have been delivered and comply with

the Order.

(c) AAD’s responsibility for delivery shall cease at the delivery address at which point the risk

in the Goods will pass to the Customer. Either a certificate purporting delivery was effected

signed by a representative of AAD or a signed delivery docket (or both) will be deemed

conclusive evidence of delivery.

(d) If a Customer arranges for its own delivery, then the risk will pass when the Goods are loaded

onto the Customer’s nominated delivery vehicle and the Customer acknowledges that it will be

solely responsible to arrange insurance in respect of the Goods.

(e) AAD shall not be liable for: (i) any failure to deliver or delay in delivery for any reason; or (ii) any damage or loss due to unloading or unpacking; or (iii) damage or injury to person or property

caused upon entering premises to deliver the Goods. Any costs incurred by AAD due to a

failure by the Customer to accept the Goods at the time of delivery will be reimbursed by the

Customer to AAD.

(f) AAD may deliver in instalments where all such instalments will be separately invoiced and

must be paid without regard to the delivery of the subsequent instalments. A partial delivery of

an Order will not invalidate the balance of the Order.

(g) AAD will use all reasonable endeavours to meet agreed delivery dates (which may be varied

by mutual agreement between the parties in writing), however AAD will not be liable to the

Customer for any direct, indirect or consequential loss or damage should it be delayed or

prevented from delivering Goods or supplying services due to any circumstances beyond

AAD’s control. Time is not of the essence in relation to delivery.

(h) Subject to clause 7(f), where the date of delivery is postponed, the Goods in respect of the

Order will be stored at the Customer’s risk and AAD reserves its right to impose a weekly

storage charge plus a loading charge of 10% of the total Contract price.

(i) Where the date of delivery is postponed for more than 2 months, AAD may (i) increase any

fixed contract prices to reflect AAD’s current list price; (ii) deem delivery is frustrated and sell

any such Goods still in its possession; or (iii) seek damages for any loss incurred by AAD as a

result of the deferment in the delivery date.

 

8. Title and related matters

(a) The legal and equitable ownership and title to the Goods shall not pass to the Customer until

AAD receives full payment for the Goods from the Customer. Risk in the Goods passes to

the Customer upon delivery or upon title in the Goods passing to the Customer (whichever is

earlier).

(b) Until full payment has been received, the Customer acknowledges that it holds the Goods as

bailee for AAD and a fiduciary relationship between the Customer and AAD exists.

(c) Subject to clause 8(d), the Customer must:

(i) keep the Goods separate and in good condition as a fiduciary of AAD, clearly showing

AAD’s ownership of the Goods;

(ii) keep accurate books and record recording AAD’s ownership of the goods and the

Customer’s sale or permitted disposal of the Goods; and

(iii) if required by AAD, deliver the Goods up to AAD.

(d) The Customer may sell the Goods, install or affix the Goods to other goods or property

(“Accession”) or otherwise dispose of the Goods in the ordinary course of its normal business,

provided that the Customer holds the proceeds of sale on trust for AAD to the extent of the

Amount Payable. The Customer must hold such proceeds separate on trust for AAD and not

mix those proceeds with any other monies.

TERMS AND CONDITIONS OF SALE

Effective October 2013

AUSTRALIAN

AIRCONDITIONING

Distributors All care has been taken to ensure pricing, codes, descriptions & technical accuracy. Errors may exist & manufacturers continual product development

may result in changes to specifications. AAD takes no responsibility for these abnormalities. Effective 1/9/2013 – 1/9/2014. All pricing is excluding GST.

AUSTRALIAN AIRCONDITIONING DISTRIBUTORS P: 1300 223 223 W: www.aad.net.au 87

(e) The Customer grants to AAD a security interest in the Goods to secure payment of the

Amount Payable, where the security interest extends to and continues in all proceeds and/or

Accessions; and is a purchase money security interest to the extent that it secures payment

of that part of the Amount Payable being the aggregate unpaid purchase price of the Goods

supplied to the Customer.

(f) The Customer must not do or permit anything to be done that may result in the purchase

money security interest granted to AAD ranking in priority behind any other security interest.

(g) The Customer:

(i) waives the right under section 157 of the PPSA to receive a copy of the

verification statement verifying registration of a financing statement or a financing change

statement relating to a security interest created under the Contract; and

(ii) contracts out of its rights to receive any other notice or statement under any

other provision of the PPSA (including for the avoidance of doubt, any of the provisions

specified in paragraph (b)).

(h) To the fullest extent permitted by the PPSA, the parties agree to contract out of sections 95,

117, 118, 120, 121(4), 125, the second sentence of section 126(2), sections 129(2), 129(3),

130, 132(3)(d), 132(4), 135, 142 and 143, which sections (or parts of sections) shall not apply.

(i) This clause 8 applies notwithstanding any arrangement under which AAD provides credit

to the Customer.

 

9. Guarantee

(a) In consideration for the supply of the Goods to the Customer and at the request of AAD, the

Customer agrees to appoint:

(i) where a company, the Customer’s duly appointed directors, whether past, present or

future; or

(ii) where an individual sole trader, the Customer acting in his personal capacity, as

Guarantors under these Terms and Conditions.

(b) The Guarantor, and where more than one, jointly and severally, unconditionally and irrevocably

guarantees:

(i) the punctual payment of the Amounts Payable (including interest and damages), in

connection with the supply of Goods to the Customer or any transaction contemplated by

the Terms and Conditions, whether present or future, actual or contingent or incurred alone,

jointly and/or severally, and without regard to the capacity in which the Customer is liable

(“Guaranteed Moneys”); and

(ii) the due observance and performance by the Customer of all its duties and obligations

contained or implied in the Terms and Conditions (“Guaranteed Obligations”).

(c) In the event the Customer fails to make due and punctual payment or performance of the

Guaranteed Moneys or Guaranteed Obligations (respectively), AAD demand (in writing) that

the Guarantor carries out the relevant obligation in lieu of the Customer. The Guarantor must

comply with such written demand immediately, failing which AAD may enforce its rights and

remedies, personally against the Guarantor, regardless of whether it may have recourse

against the Customer.

(d) Without prejudice to any other rights or remedies available to AAD, the Guarantor grants

security for its duties and obligations under this clause 9 by way of charge pursuant to clause

10.

(e) In undersigning the Terms and Conditions, the Guarantor acknowledges that:

(i) AAD is providing supply to the Customer in reliance on this guarantee;

(ii) the Guarantor expects to derive a direct or indirect commercial benefit from providing this

guarantee;

(iii) it has sought, or had the opportunity to seek, independent legal advice with respect

to the nature and extent of its duties and obligations as Guarantor under these Terms and

Conditions; and

(iv) it provides this guarantee free from any influence, duress or undue pressure from any

other third parties.

(f) The guarantee contained under this clause 9 is continuing and will survive any rightful

termination of these Terms and Conditions or associated Contract.

 

10. Security

(a) The Customer acknowledge that the Terms and Conditions constitute a security agreements

and that AAD may register a financing statement in respect of the security interests provided

herein.

(b) Without prejudice to any other provision contained herein, the Customer and the Guarantor

grants by way of charge in favour of AAD all of its interest in the Customer’s and Guarantor’s

present and after-acquired real property to secure the performance of the Customer’s

obligations under the Contract, including payment of the Amount Payable.

(c) The Customer and/or Guarantor acknowledges that AAD have:

(i) a caveatable interest in any real property of the Guarantor and hereby provides its consent

for AAD to lodge a caveat over that property. Upon demand by AAD, the Guarantor agrees to

immediately execute a mortgage on terms satisfactory to AAD to more particularly describe

the security interest conferred by this clause;

(ii) a registrable security interest (as defined under the Personal Property Securities Act

2009 (Cth)) in all present and after-acquired personal property of the Guarantor and hereby

consents for AAD to register a security interest over that property.

(d) Upon demand, the Customer and/or Guarantor agrees to immediately execute a mortgage

on terms satisfactory to AAD to more particularly describe the security interest conferred by

this clause 10. Should the Customer and/or Guarantor fail within a reasonable time of such

demand to execute that mortgage, then the Customer and/or Guarantor irrevocably appoints

AAD as its attorney with authority to do on its behalf any thing that it may lawfully authorise

an attorney to do including, without limitation, to make, sign, execute, seal and deliver any

document and to take possession of, use, sell or otherwise dispose of any real property of the

Customer, to the extent of the Amount Payable.

 

11. Installation

AAD’s Sale Invoice is made on a supply only basis. Installation and commissioning (if any) is at

the expense of the Customer unless otherwise specified in writing by AAD.

 

12. Dimensions, Performance Data and Product Descriptions

(a) Any and all photographs, drawings, illustrations, specifications and any other particulars

accompanying associated or given with a Quotation or Order (“Product Specifications”), is for

illustrative purposes only and may be subject to alteration without notice.

(b) If the Customer receives any confidential information from AAD, including but not limited

to the Quotations or the Product Specification, the Customer may not use or disclose such

information unless it receives the prior written consent of AAD, such information enters the

public domain (other than as a result of a breach of this clause) or the use or disclosure is

required by law. Upon termination of the AAD’s relationship with the Customer, all confidential

information must be returned to AAD (or erased where applicable) on demand.

 

13. Claims and Returns

(a) All complaints, requests for return of goods, claims, or notification of lost, incomplete,

damaged, defective or non-compliant goods must be submitted by the Customer to AAD in

writing within 5 days of the date of delivery of the Goods. Otherwise, the Customer shall be

deemed to have accepted the Goods and shall not refuse to pay for the Goods on the basis

that they were lost, incomplete, damaged, defective or do not comply with the Customer’s

Order.

(b) While AAD will use all reasonable endeavors to deliver goods as specified in the Order,

Customer acknowledges and agrees that it is the Customer’s sole responsibility to ensure that

goods delivered align with the Order. AAD is not liable to Customer or any end user for any

goods purchased and or subsequently installed that are different to that specified in original

Order.

(c) AAD will not accept the return of goods unless the following conditions are satisfied:

(i) AAD’s written approval has first been obtained;

(ii) the goods are returned within 7 days of the issue of AAD’s approval;

(iii) a copy of the relevant invoice is enclosed with the returned goods;

(iv) the goods are returned in merchantable quality (as determined solely by AAD) with the

original packaging and without damage or marks to the original packaging;

(v) the Customer pays shipping costs for the return of goods to a warehouse or other

premises nominated by AAD; and

(vi) the Customer pays to AAD a handling charge equal to 15% of the Purchase Price paid for

the Goods.

(d) Unauthorised returns will not be accepted. The Customer will be responsible for all damage

incurred during return shipment.

(e) The Customer shall not deduct the amount or any anticipated credit from any payment due to

AAD.

 

14. Default

(a) A party will be in Default if:

(i) it breaches a term of the Contract and such breach is not remedied within 14 days of

receiving notice from the other party requiring it to do so, unless such breach arises out of the

supply of defective Goods, in which case AAD shall remedy the breach within such time as is

reasonable in the circumstances;

(ii) it becomes an externally-administered body corporate or has an application for winding

up filed against it, or alternatively, it commits an act of bankruptcy or becomes an insolvent

under administration;

(iii) in the case of the Customer, payment for the Goods has not been received by the due

date of payment;

(iv) in the case of the Customer, any representation or warranty made by it in or in connection

with the Contract, or any information provided by it to AAD in or in connection with the

Quotation, Order or Contract, is incorrect, misleading or deceptive (whether by omission or

otherwise) in any material respect; or

(v) in the case of the Customer, AAD forms the opinion in its absolute discretion that the

Customer’s creditworthiness or credit standing alters from that indicated at the time of making

the Order.

(b) If a party Defaults, the other party may:

(i) treat an Order Acknowledgement or the whole of the Contract as repudiated and sue

for breach of contract; and/or

(ii) being AAD, charge Interest pursuant to clause 5 on any unpaid and outstanding Amounts

Payable;

(iii) being AAD, refuse to supply any Goods to the Customer on credit or at all;

(iv) being AAD, claim the return of any Goods in the Customer’s possession where title has

not passed to the Customer or exercise any other right or remedy available to it under the

Contract, the PPSA or any other applicable law, including to enforce the security interests

created by the Contract;

(v) being AAD, by notice to the Customer declare all monies owing by the Customer to AAD

on any account immediately due and payable (including the Amount Payable);

(vi) enter (at any time) any premises in which AAD’s goods are stored, to enable AAD to

reclaim possession of the goods without liability for the tort of trespass, negligence or

payment of any compensation to the Customer or any Receiver Manager or Administrator

appointed over all or any part of its assets. For the avoidance of doubt, title in the goods

immediately re-vest in AAD upon AAD asserting its right of entry under this clause 14(b)(vi);

(vii) institute any recovery process as AAD in its discretion decides, at the Customer’s cost

and expense (full indemnity basis).

(c) The rights, powers and remedies available to AAD under these Terms and Conditions are

in addition to and are not in derogation to AAD’s powers, rights and remedies existing at

common law, or given by any law at any time in force (including but not limited to the Building

and Construction Industry Security of Payment Act 2002 (Vic)).

(d) The Customer hereby irrevocably appoints all and any of AAD’s officers, company secretary,

accounts manager or legal personal representative engaged by AAD as AAD’s lawful

attorney for the purposes of doing all such acts and things and executing all such documents

necessary to enable AAD to do any or all of the above things contained in this clause.

 

15. Alteration to Terms and Conditions

AAD may amend or vary these terms and conditions at any time by written notice to the

Customer’s place of business or by posting an amended copy on AAD’s website www.AAD.net.

au and that the Customer will be bound by any such amendments.

 

16. Warranties as to Supply

(a) AAD reserves the right to suspend or discontinue supply of Goods to the Customer at any

time for any reason without liability or penalty.

(b) AAD has continuing discretion to allocate available stock and gives no warranty as to certainty

of supply.

(c) In the event of a product recall (“Recall”), the Customer must give AAD such assistance as

AAD reasonably requires in relation to that Recall.

 

17. Representations and Fitness for Purpose

(a) Except as expressly provided to the contrary in the Contract, all representations, warranties,

guarantees and implied terms or conditions in relation to the Goods (whether implied or

otherwise) are hereby excluded to the maximum extent permitted by law.

(b) The Customer agrees that if it is aware (or should be aware) that the Goods, the subject of an

Order, are for a particular purpose (including, but not limited to, use as a component part of

another product) or are required to possess special or uniform characteristics, the Customer

will clearly specify that purpose or those characteristics in any such Order.

(c) The Customer agrees that, unless expressly agreed by AAD in writing, it has made its own

enquiries in relation to the suitability of the Goods and does not rely on representations by

AAD in relation to their suitability for a particular purpose or any steps which may need to be

taken in relation to their use.

 

18. Limitation of Liability

(a) AAD’s liability to the Customer (and any party claiming through the Customer against AAD)

for any claim for loss or damages (including legal expenses) made in connection with the

Contract (including the supply of Goods described in the Contract) whether in contract, tort

(including negligence), under statute, in equity or otherwise shall be strictly limited as follows

(except to the extent that the law prohibits such a limitation):

(i) for any liability arising from Goods not meeting the specification or which are said to be

otherwise defective or deficient, AAD’s liability is limited to the cost of replacement of those

Goods as soon as reasonably practicable, or the repair of those Goods or the repayment (or

allowance) of the invoice price of those Goods (at the option of AAD);

(ii) for any liability arising from the services forming part of the Goods not meeting the

scope or which are said to be otherwise defective or deficient, AAD’s liability is limited to the

provision of the services again or payment of the cost of having the relevant services provided

(at the option of AAD);

(iii) for any other liability, AAD’s liability for any loss or damage arising from or caused in

any way by AAD, the Goods it supplies or the Contract is excluded (to the maximum extent

permitted by law).

(b) AAD shall not be liable, to the maximum extent permitted by law, for any indirect, special or

consequential loss or damage or injury of any nature whether in contract, tort or otherwise

whatsoever resulting from or caused in any way by the Goods it supplies, even if due to the

negligence of AAD or any of its employees or agents. Here, “indirect, special or consequential

loss or damage” includes: (A) any loss of income, profit, production, contract, customers,

business opportunity or business; (B) any loss of goodwill or reputation; (C) any loss of value

of intellectual property; (D) any loss or damage resulting from the loss or damage to goods

other than the Goods.

(c) Despite any other provision of the Contract, AAD is not liable, to the maximum extent permitted

by law, for:

(i) the cost of removal of Goods not meeting the specification or which are said to be

otherwise defective or deficient, whether installed or otherwise;

(ii) the cost of installation of replacements for Goods not meeting the specification or

which are said to be otherwise defective or deficient; and

(iii) defects or deficiencies in Goods caused by improper storage, installation or maintenance

of Goods or normal wear and tear damage.

 

19. Manufacturer’s Warranty

(a) The Customer agrees that AAD is not the manufacturer of any Goods and AAD shall not be

liable to any party as a manufacturer.

(b) Goods are sold subject to any manufacturer’s trading terms and conditions and are covered

(if at all) by any manufacturer’s warranty applicable thereto. All warranty claims are to be made

by the Customer directly to the manufacturer.

(c) If AAD is deemed to be a manufacturer of any Goods in any circumstances, the Customer will

fully indemnify AAD against any liability loss or cost associated with or arising as a result of

such deeming.

 

20. Force Majeure

AAD is not liable for failure to perform its obligations under the Contract to the extent and for so

long as its performance is prevented or delayed without substantial fault or negligence by AAD

because of circumstances outside AAD’s control or failure of a supplier to AAD, provided that

AAD gives notice to the Customer of the delay and uses reasonable efforts to remedy the cause

of the delay quickly.

 

21. Entire Agreement

(a) The Contract constitutes the entire agreement between AAD and the Customer with respect

to any Order. All prior negotiations, proposals, previous dealings, correspondence, trade

customs and/or trade usage are superseded by and will not affect the interpretation of the

Contract.

(b) In the event of supply, the Customer refers to or submit or otherwise uses terms and conditions

other than the Terms and Conditions, these terms and conditions will not form part of or be

incorporated into the Order or Contract, unless otherwise expressly accepted.

 

22. Costs and Expenses

The Customer must pay AAD all costs and expenses incurred by AAD in connection with the

Contract including legal expenses (on a full indemnity basis), stamp duty (including fines and

penalties) and costs incurred or payable by AAD in connection with registering, maintaining or

releasing any security interest, charge, mortgage or caveat in connection with the Contract, or

the recovery of the Amount Payable or in otherwise enforcing AAD’s rights against the Customer

under the Contract. The costs of registering any PPSA financing statement will be paid by the

Customer and may be invoiced or debited against the Customer’s credit account.

 

23. Assignment or Sub-Contracting

(a) AAD may assign or sub-contract its rights or novate its rights and obligations under the

Contract (in whole or in part) to any person without the consent of the Customer.

(b) The Customer must not assign or otherwise transfer its rights under the Contract without prior

notice to and consent from AAD.

 

24. Governing Law

(a) The Contract is governed by, and the Customer submits to the law of the State of Victoria,

Australia. The courts of that State have non-exclusive jurisdiction in connection with the

Contract.

(b) The Sale of Goods (Vienna Convention) Act 1987 (Vic) (and any similar legislation relating to

the Vienna Convention in other States or Territories) does not apply to the Contract.

 

25. Waiver

Except as expressly set out in the Terms and Conditions, a party waives a right under the Contract

only by written notice that it waives that right. A waiver is limited to the specific instance to which it relates and to the specific purpose for which it is given.

 

26. Notices

Notices must be in writing and by mail, email or facsimile transmission. The Customer must

promptly notify AAD in writing of any change to its registered address or other contact details

provided to AAD.

 

27. Discretion

Any and all discretions to be made in respect of these Terms and Condition must be made by

such parties acting reasonably in view of the prevailing circumstances at the time.

 

28. Time

Unless otherwise expressed, time is of the essence in relation to the performance of the duties

and obligations contained in the Terms and Conditions.

 

29. Severance

The invalidity or unenforceability of any provision of these Terms and Conditions shall not affect

the validity or enforceability of the remaining provisions.

 

30. Assurances

These Terms and Conditions bind the Customer, the Guarantors and their respective successors and assigns.