TERMS & CONDITIONS OF SALE
Terms of trade
1 Definitions and interpretation
Additional Charge means:
(a)fees or charges for additional work performed at the Customer’s request or reasonably required as a result of the Customer’s conduct, calculated
in accordance with the Supplier’s then current prices; and
(b)expenses incurred by the Supplier, at the Customer’s request or reasonably required as a result of the Customer’s conduct.
Business Day means a day that is not a Saturday, Sunday or public holiday in the place where the Services are principally
being carried out or the Goods provided.
Customer means the recipient of the goods or services and includes the person identified on a Quote or Order as the customer
and includes the Customer’s agents and permitted assigns.
Goods means any goods supplied by the Supplier including those supplied in the course of providing Services.
Intellectual Property Rights means intellectual property rights at any time protected by statute or common law, including
copyright, trade marks, patents and registered designs.
Loss includes, but is not limited to, costs (including party to party legal costs and the Supplier’s legal costs), expenses,
lost profits, award of damages, personal injury and property damage.
Order means a purchase order for Goods or Services placed by a Customer in response to a Quote and as varied in writing
from time to time by the parties.
PPS Law means:
(a)the Personal Property Security Act 2009 (Cth) (PPS Act) and any regulation made at any time under the PPS Act (each as
amended from time to time); and
(b)any amendment made at any time to any other legislation as a consequence of a PPS Law.
Quote means a written description of the Goods or Services to be provided, an estimate of the Supplier’s charges for the performance
of the required work and an estimate of the time frame for the performance of the work.
Services means the services to be provided by the Supplier to the Customer in accordance with a Quote and these terms
Supplier means Stockyard Industries Pty Ltd and includes and associated or other entity specified as the supplier of
Goods or Services on the Quote and includes the Supplier’s agents and permitted assigns.
In these terms of trade, unless the context otherwise requires:
(a)a reference to writing includes email and other communication established through the Supplier’s website (if any);
(b)the singular includes the plural and vice versa;
(c)a reference to a clause or paragraph is a reference to a clause or paragraph of these terms of trade;
(d)a reference to a party to these terms of trade or any other document or arrangement includes that party’s executors, administrators, successors
and permitted assigns;
(e)where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
(f)headings are for ease of reference only and do not affect the meaning or interpretation of these terms of trade; and
(g)if the date on which any act, matter or thing is to be done falls on a day which is not a Business Day, that act, matter or thing:
(i)if it involves a payment other than a payment which is due on demand must be done on the preceding Business Day; and
(ii)in all other cases, must be done on the next Business Day.
(a)These terms of trade apply to all transactions between the Customer and the Supplier relating to the provision of Goods and Services. This
includes all quotations, contracts and variations. These terms of trade take precedence over terms of trade contained in any document of
the Customer or elsewhere.
(b)The variation or waiver of a provision of these terms or a party’s consent to a departure from a provision by another party is ineffective
unless in writing signed by the parties.
(c)The Supplier may amend any details in a Quote by notice in writing to the Customer. Such amended details supersede any relevant prior detail
in dealings between the parties.
(d)The Customer shall comply with and ensure that it and its employees, servants or agents comply with the Workplace Health and Safety Act
or equivalent legislation whilst the Supplier is performing the Works and indemnifies the Supplier against any liability or responsibility
in respect of any failure by the Customer or its employees, servants or agents to comply.
(e)Unless otherwise agreed in writing, the Customer shall arrange for the necessary hire, lease or licensing of equipment and/or premises to
enable the Supplier to provide the Services or Goods.
(f)The Customer shall arrange for the Supplier to have all necessary access during working hours in order to carry out the Works.
(g)It shall be the responsibility of the Customer to ensure that the designs meet the Customer’s specifications and requirements. For this
purpose the Customer shall have the right to access the designs and to take copies.
(a)The Supplier may provide the Customer with a Quote. Any Quote issued by the Supplier will only remain valid until the date, or for the period
expressed in the Quote.
(b)Unless otherwise expressly agreed in writing, a Quote does not include delivery or installation of the Goods, or the supply of anything
else, that is not specified in the Quote.
(c)Quotes are based upon the cost of materials available at the time of preparation of the Quote and assume the timely supply by the Customer
of necessary material and instructions to the Supplier.
(d)Following provision of a Quote to the Customer, the Supplier is not obliged to commence work, or order any goods, until the Quote has been
accepted by the Customer, and any deposit paid. The acceptance may be express, or implied by conduct.
(e)The Supplier reserves the right to amend any Quote before the Order has been completed to take into account any rise or fall in the cost
of completing the Order.The Supplier will notify the Customer of any amendment as soon as practicable, at which point the amended Quote
will be the estimate or Quote for the purposes of these terms of trade.
(f)An indication in a Quote of the time frame for the provision of the Goods or Services is an estimate only and is not a fixed time frame.
Subject to any obligations in respect of consumer guarantees under the Australian Consumer Law, this estimate is not binding upon the Supplier.
(a)Every Order by the Customer for the provision of Goods or Services must be evidenced in writing (unless otherwise agreed).
(b)An Order will only be deemed to be placed by the Customer if the Order clearly identifies the Goods or Services ordered and the Supplier’s
Quote. Any costs incurred by the Supplier in reliance on incorrect or inadequate information provided by the Customer in an Order may result
in the imposition of an Additional Charge.
(c)Orders must be signed by an authorised representative of the Customer, must specify the required date of delivery, and be accompanied by
the payment of any deposit.
(d)Placement of an Order by the Customer signifies acceptance by the Customer of these terms of trade and the most recent Quote provided by
the Supplier relating to that Order.
(e)The Supplier may in its absolute discretion refuse to provide Goods or Services where:
(i)Goods are unavailable for any reason whatsoever;
(ii)credit limits cannot be agreed upon or have been exceeded; or
(iii)payment for Goods or Services previously provided to the Customer or any related corporation of the Customer or to any other party who
is, in the reasonable opinion of the Supplier, associated with the Customer under the same or another supply contract, has not been received
by the Supplier.
(f)An Order cannot be cancelled without the prior written consent of the Supplier. Where an Order is cancelled, the Supplier may charge a re-stocking
fee, the deposit paid is forfeited to the Supplier, and the Customer indemnifies the Supplier against any Losses incurred by the Supplier
as a result of the cancellation. This includes, but is not limited to, loss of profit from other orders foregone as a result of the scheduling
of the Order which is subsequently cancelled.
(a)The Customer may request that its Order be varied by providing a request in writing to the Supplier. A request for a variation must be agreed
to in writing by the Supplier in order to have effect.
(b)If the Customer wishes to vary its requirements after a Quote has been prepared by the Supplier or after the placement of an Order, the
Supplier reserves the right to vary the Quote to include any Additional Charge in respect of any extra costs incurred or additional work
carried out due to the variation, in accordance with its then current charge rates. A revised Quote issued by the Supplier in respect of
the requested variation supersedes the original Quote. If the revised Quote only specifies additional work, the Quote for that additional
work will be in addition to the immediately preceding Quote for the Goods or Services or both.
(c)The Supplier has an automatic extension of time for the provision of the Goods or Services equal to the delay caused by the variation.
6 Invoicing and payment
(a)The Supplier may in its absolute discretion, issue an invoice to the Customer in any one or more of the following ways:
(i)prior to commencing the provision of the Goods or Services, for an amount equal to the Quote and Additional Charges where the Supplier has
not previously carried out work for the Customer or where the Supplier chooses to do so;
(ii)at the end of each week before the Order is completed, the Supplier may issue one or more invoices for a proportion or the whole of the
amount of the Quote (the proportion to be calculated at the Supplier’s discretion either for work done to that point, work in the future
or both) and require that proportion of the Quote be paid in advance of any further Goods or Services being provided; or
(iii)upon completion of the provision of the Goods or Services or any time thereafter, for an amount equal to the Quote or the balance of the
Quote outstanding, any Additional Charges and any amount not previously invoiced, or if no Quote was provided, for an amount representing
the Supplier’s charge for the work performed in completing the Order and for any Additional Charges.
(b)The amount payable by the Customer will be the amount set out in the invoice. This will be calculated as:
(i)the amount for the Goods or Services (or both) as set out in the Quote and any Additional Charges, or
(ii)where no Quote has been provided by the Supplier, the Supplier’s usual charges for the goods or services (or both) as described in the
(ii)may include the payment of a deposit.
(c)The Customer must pay an invoice issued by the Supplier to the Supplier within fourteen days of a valid tax invoice being issued to the
(d)If any invoice is due but unpaid, the Supplier may withhold the provision of any further Goods or Services until overdue amounts are paid
(e)The Supplier may in its complete discretion apply any payment received from the Customer to any amount owing by the Customer to the Supplier.
(f)The Customer is not entitled to retain any money owing to the Supplier notwithstanding any default or alleged default by the Supplier of
these terms of trade, including (but not limited to) the supply of allegedly faulty or defective Goods, provision of Services to an inadequate
standard or a delay in the provision of Goods or Services. Nothing in this paragraph affects the Customer’s rights for any alleged failure
of a guarantee under the Australian Consumer Law.
(g)The Customer is to pay the Supplier on demand interest at the rate of 10% per year on all overdue amounts owed by the Customer to the Supplier,
(h)All costs and expenses associated with collecting overdue amounts, including (but not limited to) legal fees and internal costs and expenses
of the Supplier, are to be paid by the Customer as a debt due and payable under these terms of trade.
(i)The Customer and the Supplier agree to comply with their obligations in relation to Goods and Services Tax (GST) under
the A New Tax System (Goods and Services Tax) Act 1999 and any other applicable legislation governing GST.
7 Additional Charges
(a)The Supplier may require the Customer to pay Additional Charges in respect of Costs incurred by the Supplier as a result of reliance on
inadequate or incorrect information or material provided by the Customer or information or material supplied later than required by the
Supplier in order for it to provide the Goods or Services within the specified time frame (if any).
(b)The imposition of Additional Charges may also occur as a result of:
(i)cancellation by the Customer of an Order where cancellation results in Loss to the Supplier;
(ii)storage costs for Goods not collected from the Supplier calculated from the time the Goods are available for delivery;
(iii)photocopying, courier, packing or handling charges not included in the Quote;
(iv)Government or council taxes or charges not included in the Quote; or
(v)additional work required by the Customer or any other occurrence which causes the Supplier to incur costs in respect of the Customer’s Order
additional to the quoted cost.
8 Acceptance of Goods
If the Customer fails to advise the Supplier in writing of any fault in Goods or failure of Goods to accord with the Customer’s Order,
or any short delivery or the failure to supply any part of the goods within 48 hours of delivery, the Customer is deemed to have accepted
the Goods and to have accepted that the Goods are not faulty and accord with the Customer’s Order. Nothing in this paragraph affects the
Customer’s rights for any alleged failure of a guarantee under the Australian Consumer Law.
9 Title and risk
(a)Risk in Goods passes to the Customer immediately upon delivery.
(b)Property and title in Goods supplied to the Customer under these terms of trade does not pass to the Customer until all money (including
money owing in respect of other transactions between the Supplier and the Customer) due and payable to the Supplier by the Customer have
been fully paid.
(c)Where Goods are supplied by the Supplier to the Customer without payment in full, the Customer:
(i)is a bailee of the Goods until property in them passes to the Customer;
(ii)irrevocably appoints the Supplier to be its attorney to do all acts and things necessary to ensure the retention of title to goods including
the registration of any security interest in favour of the Supplier with respect to the Goods under applicable law;
(iii)must be able upon demand by the Supplier to separate and identify as belonging to the Supplier Goods supplied by the Supplier from other
goods which are held by the Customer;
(iv)must not allow any person to have or acquire any security interest in the Goods;
(v)agrees that the Supplier may repossess the Goods if payment is not made within 90 days (or such longer time as the Supplier may, in its
complete discretion, approve in writing) of the supply of the Goods; and
(vi)the Customer grants an irrevocable licence to the Supplier or its agent to enter the Customer’s premises in order to recover possession
of Goods pursuant to this paragraph. The Customer indemnifies the Supplier for any damage to property or personal injury which occurs as
a result of the Supplier entering the Customer’s premises.
(d)Where Goods are supplied by the Supplier to the Customer without payment in full of all moneys payable in respect of the Goods and any Services
provided by the Supplier in respect of those Goods, and:
(i)the Customer makes a new object from the Goods, whether finished or not;
(ii)the Customer mixes the Goods with other goods; or
(iii)the Goods become part of other goods (New Goods),
the Customer agrees with the Supplier that the ownership of the New Goods immediately passes to the Supplier. The Customer will hold the
New Goods on trust for the Supplier until payment of all sums owing to the Supplier whether under these terms of trade or any other contract
have been made. The Supplier may require the Customer to store the New Goods in a manner that clearly shows the ownership of the Supplier.
(e)For the avoidance of doubt, under paragraph 9(d), the ownership of the New Goods passes to the Supplier at the beginning of the operation
or event by which the Goods are converted into, are mixed with or become part of other goods.
(f)Despite paragraph 9(c), the Customer may transfer, sell or dispose of Goods, including New Goods, to a third party in the ordinary course
of business. This is provided that:
(i)where the Customer is paid by a third party in respect of Goods including New Goods, the Customer holds the whole of the proceeds of sale,
less any GST, on trust for the Supplier in a separate account, until all amounts owned by the Customer to the Supplier have been paid;
(ii)where the Customer is not paid by a third party, the Customer agrees to assign all of its rights against the third party to the Supplier
upon the Supplier giving the Customer notice in writing to that effect and for the purpose of giving effect to that assignment the Customer
irrevocably appoints the Supplier as its attorney.
(g)Where Goods are supplied by the Supplier to the Customer without payment in full of all moneys payable in respect of the Goods and any Services
provided by the Supplier in respect of those Goods, the Customer acknowledges that the Supplier has a right to register and perfect a personal
property security interest.
(i)a PPS Law applies or commences to apply to these terms of trade or any transaction contemplated by them, or the Supplier determines (based
on legal advice) that this is the case; and
(ii)in the Supplier’s opinion, the PPS Law:
(A)does or will adversely affect the Supplier’s security position or obligations; or
(B)enables or would enable the Supplier’s security position to be improved without adversely affecting the Customer,
the Supplier may give notice to the Customer requiring the Customer to do anything (including amending these terms of trade or execute
any new Terms and Conditions) that in the Supplier’s opinion is necessary, to the maximum possible extent, to overcome the circumstances
contemplated in paragraph 9(h)(ii)(A) or improve the security position as contemplated in paragraph 9(h)(ii)(B). The Customer must comply
with the requirements of that notice within the time specified in the notice. If having completed everything reasonably practicable as
required under this paragraph, in the Supplier’s opinion the Supplier’s security position or obligations under or in connection with these
terms of trade have been or will be materially adversely affected, the Supplier may by further notice to the Customer cancel these terms
of trade. If this occurs, the Customer must pay to the Supplier any money owed to the Supplier by the Customer immediately.
10 Intellectual Property Rights
(a)The Customer warrants that it owns all Intellectual Property Rights pertaining to its Order for Goods or Services or has a licence to authorise
the Supplier to reproduce or use all copyright works or other materials the subject of Intellectual Property Rights supplied by the Customer
to the Supplier for the purposes of the Order. Further, the Customer indemnifies and agrees to keep indemnified the Supplier against all
Losses incurred by the Supplier in relation to or in any way directly or indirectly connected with any breach of any other Intellectual
Property Rights in relation to any material supplied by the Customer.
(b)Unless specifically agreed in writing between the Supplier and the Customer, all Intellectual Property Rights in any works created by the
Supplier on behalf of the Customer vest in and remain the property of the Supplier.
(c)Subject to payment of all invoices due in respect of the Goods or Services, the Supplier grants to the Customer a perpetual, non-exclusive
licence to use the works created or produced by the Supplier in connection with the provision of Goods or Services under these terms of
trade for the purposes contemplated by the Order.
11 Agency and assignment
(a)The Customer agrees that the Supplier may at any time appoint or engage an agent to perform an obligation of the Supplier arising out of
or pursuant to these terms of trade.
(b)The Supplier has the right to assign and transfer to any person all or any of its title, estate, interest, benefit, rights, duties and obligations
arising in, under or from these terms of trade provided that the assignee agrees to assume any duties and obligations of the Supplier owed
to the Customer under these terms of trade.
(c)The Customer is not to assign, or purport to assign, any of its obligations or rights under these terms of trade without the prior written
consent of the Supplier.
12 Default by Customer
(a)Each of the following occurrences constitutes an event of default:
(i)the Customer breaches or is alleged to have breached these terms of trade for any reason (including, but not limited to, defaulting on any
payment due under these terms of trade) and fails to remedy that breach within 14 days of being given notice by the Supplier to do so;
(ii)the Customer, being a natural person, commits an act of bankruptcy;
(iii)the Customer, being a corporation, is subject to:
(A)a petition being presented, an order being made or a meeting being called to consider a resolution for the Customer to be wound up, deregistered
(B)a receiver, receiver and manager or an administrator under Part 5.3A of the Corporations Act 2001 being appointed to all or any part of
the Customer’s property and undertaking;
(C)the entering of a scheme of arrangement (other than for the purpose of restructuring); and
(D)any assignment for the benefit of creditors;
(iv)the Customer purports to assign its rights under these terms of trade without the Supplier’s prior written consent; or
(v)the Customer ceases or threatens to cease conduct of its business in the normal manner.
(b)Where an event of default occurs, except where payment in full has been received by the Supplier, the Supplier may:
(i)terminate these terms of trade;
(ii)terminate any or all Orders and credit arrangements (if any) with the Customer;
(iii)refuse to deliver Goods or provide further Services;
(iv)pursuant to clause 9(c), repossess and re-sell any Goods delivered to the Customer, the payment for which has not been received; or
(v)retain (where applicable) all money paid by the Customer on account of Goods or Services or otherwise.
(c)In addition to any action permitted to be taken by the Supplier under paragraph 12(b), on the occurrence of an event of default all invoices
will become immediately due and payable.
13 Exclusions and limitation of liability
(a)The Customer expressly agrees that use of the Goods and Services is at the Customer’s risk. To the full extent allowed by law, the Supplier’s
liability for breach of any term implied into these terms of trade by any law is excluded.
(b)All information, specifications and samples provided by the Supplier in relation to the Goods or Services are approximations only and, subject
to any guarantees under the Australian Consumer Law, small deviations or slight variations from them which do not substantially affect
the Customer’s use of the Goods or Services will not entitle the Customer to reject the Goods upon delivery, or to make any claim in respect
(c)The Supplier gives no warranty in relation to the Services provided or supplied. Under no circumstances is the Supplier or any of its suppliers
liable or responsible in any way to the Customer or any other person for any loss, damages, costs, expenses or other claims (including
consequential damages and loss of profits or loss of revenues) as a result, direct or indirect of any defect, deficiency or discrepancy
in the Goods or Services. This includes their form, content and timeliness of deliveries, failure of performance, error, omission, defect,
including, without limitation, for and in relation to any of the following:
(i)any Goods or Services supplied to the Customer;
(ii)any delay in supply of the Goods or Services; or
(iii)any failure to supply the Goods or Services.
(d)Any advice, recommendation, information, assistance or service given by the Supplier in relation to Goods or Services or both, is given
in good faith and is believed to be accurate, appropriate and reliable at the time it is given. It is provided without any warranty or
accuracy, appropriateness or reliability. The Supplier does not accept any liability or responsibility for any Loss suffered as a result
of the Customer’s reliance on such advice, recommendation, information, assistance or service.
(e)To the fullest extent permissible at law, the Supplier is not liable for any direct, indirect, punitive, incidental, special, consequential
damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way
connected with the provision of or failure to provide Goods or Services, or otherwise arising out of the provision of Goods or the Services,
whether based on terms of trade, negligence, strict liability or otherwise, even if the Supplier has been advised of the possibility of
(f)The Customer acknowledges that the Goods or Services are not for personal, domestic or household purposes.
(g)The Australian Consumer Law may give to the Customer certain guarantees. Where liability for breach of any such guarantee can be limited,
the Supplier’s liability (if any) arising from any breach of those guarantees is limited with respect to the supply of Goods, to the replacement
or repair of the Goods or the costs of resupply or replacement of the Goods or with respect to Services to the supply of Services again
or cost of re-supplying the Services again.
14 Indemnity and Third Party Warranties.
(a)The Customer indemnifies and keeps indemnified the Supplier, its servants and agents in respect of any claim or demand made or action commenced
by any person (including, but not limited to, the Customer) against the Supplier or, for which the Supplier is liable, in connection with
any Loss arising from or incidental to the provision of Goods or Services, any Order or the subject matter of these terms of trade including.
(b)This includes, but is not limited to, any legal costs incurred by the Supplier in relation to meeting any claim or demand or any party/party
legal casts for which the Supplier is liable in connection with any such claim or demand.
(c)The supplier will assign to the Customer any warranty that is provided by any manufacturer, or third party, for goods not manufactured by
(d)The Customer acknowledges that any modification to anything supplied by the Supplier, may result in the voiding of the warranties from manufacturers
or third parties. The Customer shall indemnify the Supplier for any loss or damage suffered by the Supplier arising from the voiding and
or loss of such a warranty.
(e)This provision remains in force after the termination of these terms of trade.
15 Warranty Claims
(a)Any claim by the Customer pursuant to any warranty must be made in accordance with the Suppliers warranty claim procedures as published
from time to time.
(b) Goods need to be returned to the Supplier at the cost of the customer, and accompanied by a detailed description of the fault, any supporting
photographs or video
(c) To the extent permissible at law, labour costs are not covered by any warranty. Labour will be at the cost of the Customer.
(d) An invoice for any replacement goods will be sent to the Customer. The invoice will be credited, once the warranty claim is approved
16 Force majeure
(a)If circumstances beyond the Supplier’s control prevent or hinder its provision of the Goods or Services, the Supplier is free from any obligation
to provide the Goods or Services while those circumstances continue. The Supplier may elect to terminate this agreement or keep the agreement
on foot until such circumstances have ceased.
(b)Circumstances beyond the Supplier’s control include, but are not limited to, unavailability of materials or components, strikes, lockouts,
riots, natural disasters, fire, war, acts of God, Government decrees, proclamations or orders, transport difficulties and failures or malfunctions
of computers or other information technology systems.
17 Dispute resolution
(a)If a dispute arises between the Customer and the Supplier, the following procedure applies:
(i)A party may give another party a notice of the dispute and the dispute must be dealt with in accordance with the procedure set out in this
(ii)A party must not commence legal proceedings (except proceedings seeking interlocutory relief) in respect of a dispute unless the dispute
has been referred for resolution in accordance with this paragraph.
(iii)A party must not oppose any application for a stay of any legal proceedings that may be issued in respect of a dispute pending the completion
or termination of the procedure set out in this paragraph.
(b)If a dispute is notified, the dispute must immediately be referred to the parties’ respective senior management. Those representatives must
endeavour to resolve the dispute as soon as possible and in any event within 14 Business Days (or other period as agreed).
(c)Unless otherwise agreed by the parties, any dispute that cannot be settled by negotiation between the parties or their representatives,
the parties expressly agree to endeavour to settle the dispute by mediation administered by the Australian Commercial Disputes Centre (ACDC)
before having recourse to arbitration or litigation. The mediation must be conducted in accordance with the ACDC Guidelines for Commercial
Mediation which operate at the time the matter is referred to ACDC. The Guidelines set out the procedures to be adopted, the process of
selection of the mediator and the costs involved. The terms of the Guidelines are incorporated into these terms of trade. This paragraph
survives termination of these terms of trade.
(d)Notwithstanding the existence of a dispute (including the referral of the dispute to mediation), each party must continue to perform its
obligations under these terms of trade.
(e)The parties must hold confidential, unless otherwise required by law or at the direction of a court of competent jurisdiction, all information
relating to the subject matter of the dispute that is disclosed during or for the purposes of dispute resolution. The parties acknowledge
that the purpose of any exchange of information or documents or the making of any offer of settlement pursuant to this procedure is to
attempt to settle the dispute between the parties. No party may use any information or documents obtained through the dispute resolution
process for any purpose other than an attempt to settle the dispute between the parties.
(a)These terms of trade are governed by the laws of Queensland and each party irrevocably submits to the non-exclusive jurisdiction of the
courts of that state.
(b)These terms of trade and any Quotes and written variations agreed to in writing by the Supplier represent the whole agreement between the
parties relating to the subject matter of these terms.
(c)These terms of trade supersede all oral and written negotiations and communications by and on behalf of either of the parties.
(d)In entering into these terms of trade, the Customer has not relied on any warranty, representation or statement, whether oral or written,
made by the Supplier or any of its employees or agents relating to or in connection with the subject matter of these terms of trade.
(e)If any provision of these terms of trade at any time is or becomes void, voidable or unenforceable, the remaining provisions will continue
to have full force and effect.
(f)A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right.
(g)A notice or other communication required or permitted to be given by one party to another must be in writing to the address shown on a Quote
(or as varied pursuant to this paragraph) and delivered personally, sent by pre-paid mail to the address of the addressee specified in
the relevant Quote; sent by fax to the fax number of the addressee specified in the relevant Quote, with acknowledgment of receipt from
the facsimile machine of the addressee or sent by email to the email address of the addressee specified in the relevant Quote with acknowledgement
(h)A notice or other communication is taken to have been given (unless otherwise proved) if mailed, on the second Business Day after posting;
or if sent by fax or email before 4 pm one Business Day at the place of receipt, on the day it is sent and otherwise on the next Business
Day at the place of receipt.
(i)A party may only change its postal or email address or fax number for service by giving notice of that change in writing to the other party.