Terms of Supply
1.1 The definitions and rules of interpretation in this clause apply in these terms:
Buyer: the person, firm or company who places an order for Goods from SA.
SA: Smiffy's Australia Pty Limited trading as Smiffystrade.com.au Our registered company number is 137535696, and our registered office is at Smiffy's Australia PTY Limited, c/- Shelfcom, Suite 1707, Level 17, Australia Square House, 264-278 George Street, Sydney, New South Wales, 2000.
Contract: the contract, incorporating these terms, between SA and the Buyer for the sale and purchase of the Goods set out in the relevant Order accepted by SA in accordance with these terms.
Forward Order: has the meaning set out in clause 4.3.
Goods: the goods (including any part or parts of them) ordered by the Buyer and agreed to be supplied by SA pursuant to the relevant Order accepted by SA in accordance with these terms.
Order: an order placed by the Buyer in accordance with these terms.
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these terms.
2.1 Subject to any variation under clause 2.2, the Contract shall be on these terms to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of Order, specification or other document). No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of Order, specification or other document shall form part of the Contract.
2.2 These terms apply to all SA sales and any variation to these terms and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of SA. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of SA which is not set out in the Contract. Nothing in this clause shall exclude or limit SA liability for fraudulent misrepresentation.
2.3 Nothing in these terms is intended to have the effect of contracting out of any application provisions of the Commonwealth Competition and Consumer Act 2010 ("CCA") and the Fair Trading Act ("FTA") (together, the "Acts") in each of the States and Territories of Australia (including any substitute to those Acts or re-enactments thereof), except to the extent permitted by those Acts where applicable.
2.4 Where the Buyer hires Goods as a consumer these terms shall be subject to any laws or legislation governing the rights of consumers and shall not affect the consumer's statutory rights.
3.1 Goods may be ordered by the Buyer submitting an Order by any of the following means: in person, in writing, by fax, by telephone, by email or through the Website. By prior arrangement, SA may, in its discretion, permit the Buyer to place Orders using SA’s electronic ordering facility, subject to the terms and conditions of a separate agreement to be entered into between SA and the Buyer. In all cases, the Buyer shall ensure that the details of its Order and any applicable specification are complete and accurate.
3.2 Each Order placed by the Buyer by whatever means (including the Buyer accepting any quotation for Goods from SA) shall be deemed to be an offer by the Buyer to buy Goods subject to these terms. SA issuing of any quotation (in whatever form) does not, of itself, constitute a Contract.
3.3 No Order placed by the Buyer shall be deemed to be accepted by SA until an Order confirmation is issued by SA or (if earlier) SA delivers the Goods. Each Order accepted by SA shall constitute a separate Contract.
3.4 Subject to clause 3.5, no Order accepted by SA may be cancelled by the Buyer without the express prior written consent of SA, except that a Forward Order may be cancelled by the Buyer by notice in writing, provided such notice is received by SA prior to despatch of the Goods.
3.5 A Buyer may cancel an Order at any time and claim a full refund if there is major problem with the Goods or a minor problem that SA cannot remedy within a reasonable time.
3.6 Where the Buyer orders Goods for re-sale, onward supply or distribution (rather than for its own use), the Buyer agrees that it must satisfy the selective distribution criteria contained in SA’s standard form of distribution agreement which the Buyer must enter into with SA.
3.7 In the event that the Buyer provides SA with any specification, design or other material ("Buyer Material") in relation to a proposed bespoke Order (i.e. an Order for Goods which are not available from stock but which, by special arrangement, SA may (in its discretion) agree to supply following a specific request from the Buyer) ("Bespoke Order"), the Buyer is responsible for such Buyer Material as submitted by it. The Buyer shall not submit any Buyer Material that:
(a) infringes on the intellectual property rights or other rights of any third party, or is unlawful, threatening, abusive, libellous, pornographic, obscene, vulgar, indecent or offensive;
(b) contains or distributes any viruses and/or other code that has contaminating or destructive elements; or
(c) impersonates, or misrepresents an affiliation with, any person or entity.
By submitting any Buyer Material, the Buyer warrant that it has the right to do so and grants to SA and its affiliates a perpetual, irrevocable, worldwide, non-exclusive, royalty-free and fully sub-licensable right and licence to use, reproduce, modify and adapt such Buyer Material (in whole or part) and/or to incorporate it in other works in any form. The Buyer shall indemnify SA against all losses and liabilities suffered or incurred by SA as a result of any breach of the Buyer's obligations under this clause.
4.1 Delivery of the Goods shall take place as follows:
(a) if the Goods are being despatched to the Buyer by SA’s appointed carrier, delivery of the Goods shall take place on their arrival at the Buyer's designated place of delivery; or
(b) if so agreed by SA, in accordance with the delivery term under Incoterms (2010) specified in the relevant Order accepted by SA.
4.2 Buyer-requested delivery dates are not guaranteed by SA and any dates specified by SA for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates for delivery are specified, delivery shall be within a reasonable time.
4.3 The Buyer may, when placing an Order, request a forward delivery date, which means a date more than 30 days in the future from the date of Order placement (“Forward Order”) but, in accordance with clause 4.2, the delivery date is not guaranteed.
4.4 Subject to the other provisions of these terms, SA shall not be liable for any delay in the delivery of the Goods, nor shall any delay entitle the Buyer to terminate the Contract unless such delay exceeds 90 days.
4.5 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or SA is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
(a) the Goods shall be deemed to have been delivered;
(b) risk in the Goods shall pass to the Buyer (including for loss or damage caused by SA’s negligence);
(c) SA may store the Goods until actual delivery and the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.6 Where the Buyer wishes to collect the Goods, the Buyer shall, at its expense, provide adequate and appropriate equipment and manual labour for loading the Goods at the collection point.
4.7 SA may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.8 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
4.9 Orders for delivery outside the country from which they are despatched may be opened and inspected by customs authorities and may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. The Buyer will be responsible for payment of any such import duties and taxes. SA has no control over these charges and cannot predict their amount. Furthermore, the Buyer must comply with all applicable laws and regulatory requirements of the country for which the Goods are destined. SA will not be liable for any breach by the Buyer of such laws or regulatory requirements.
5.1 The quantity of any consignment of Goods as recorded by SA on despatch by SA shall be conclusive evidence of the quantity received on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 SA shall not be liable for any non-delivery of Goods (even if caused by SA’s negligence) unless the Buyer gives notice to SA of the non-delivery within fourteen days of the date when the Goods would, in the ordinary course of events, have been received.
5.3 Any liability of SA for non-delivery of the Goods shall be limited to, obtaining a full refund, replacing the Goods within a reasonable time or issuing a credit note, at the pro rata Contract price, against any invoice raised for such Goods.
6.1 The Buyer must inspect the Goods on delivery and must within seven days of delivery notify SA in writing of any evident defects/damage, shortage in quantity or failure to comply with the description or quote. The Buyer must notify any other alleged defect in the Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification, the Buyer must allow SA to inspect the Goods.
6.2 Under the applicable State, Territory, 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 (the "Non-Excluded Guarantees").
6.3 SA acknowledges that nothing in these terms purports to modify or exclude the Non-Excluded Guarantees.
6.4 Except as expressly set out in these terms or in respect of the Non-Excluded Guarantees, SA makes no warranties or other representations under these terms including but not limited to the fullest extent permitted by law.
6.5 If the Buyer is a consumer within the meaning of the CCA, SA’s liability is limited to the extent permitted by section 64A of Schedule 2 of the CCA.
6.6 If SA is required to replace the Goods under this clause or the CCA, but is unable to do so, SA may refund any money that the Buyer has paid for the Goods to the Buyer.
6.7 Subject to this clause 6, returns will only be accepted provided that:
(a) the Buyer has complied with the provisions of clause 7.2; and
(b) SA has agreed that the Goods are defective; and
(c) the Goods are returned within a reasonable time at the Buyer'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.
6.8 Notwithstanding clauses 6.1 – 6.7 but subject to the CCA, SA 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 Buyer failing to properly maintain or store any Goods;
(b) the Buyer continuing to use any of the Goods after any defect or damage became apparent or should have become apparent to a reasonably prudent user;
(c) fair wear and tear, any accident, or act of God.
7.1 The Goods are at the risk of the Buyer from the time of delivery in accordance with clause 4.1 and it is the Buyer's responsibility to ensure the Goods are insured from that time forward.
7.2 Ownership of the Goods shall not pass to the Buyer until SA has received in full (in cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to SA from the Buyer on any account.
7.3 Except to the extent the Buyer resells the Goods in accordance with clause 7.5, until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as SA’s bailee;
(b) store the Goods (at no cost to SA) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as SA’s property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d) maintain the Goods in satisfactory condition and keep them insured on SA’s behalf for their full price against all risks to the reasonable satisfaction of SA. On request, the Buyer shall produce the policy of insurance to SA;
(e) remain liable to SA for the Goods; and
(f) grant SA, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them. Upon the occurrence of any of the events listed in clauses 7.6(a) to (e) (inclusive), such right shall be exercisable without any restriction from any appointed liquidator, trustee, administrator, receiver or other office holder. SA shall be entitled to charge a handling and administration fee in respect of the recovery of Goods pursuant to this clause of no more than 25% of the Contract price for such Goods
7.4 The Buyer may resell the Goods before ownership has passed to it solely on the following terms:
(a) any sale shall be effected in the ordinary course of the Buyer's business at market value;
(b) any such sale shall be a sale of SA’s property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale without creating any relationship, disclosed or undisclosed, between SA and any customer of the Buyer; and
(c) the proceeds of any such sale shall be paid into a bank account in the name of and under the control of the Buyer which is separate from all other bank accounts and other monies and assets of the Buyer and any third parties and which is not overdrawn.
7.5 The Buyer's right to possession of the Goods and the Buyer's right to resell the Goods before ownership has passed to it shall terminate immediately if:
(a) the Buyer (being an individual) has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or
(b) the Buyer (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer;
(c) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between SA and the Buyer;
(d) the Buyer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a body corporate) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
(e) any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 7.6(a) to (d) (inclusive);
(f) the Buyer is subject to a material change in control;
(g) the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or substantially the whole of its business;
(h) the Buyer encumbers or in any way charges any of the Goods; or
(i) the Buyer's financial position deteriorates to such an extent that in SA’s reasonable opinion the Buyer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
7.6 Upon the occurrence of any of the events listed in clause 7.5, or in circumstances where SA reasonably believes that any of the events listed in clause 7.5 are about to occur and it notifies the Buyer of such reasonable belief, then, without limiting any other right or remedy available to SA, SA may cancel or suspend all further deliveries under the Contract, or under any other contract between the Buyer and SA, without incurring any liability to the Buyer, and all payments payable to SA under the Contract, or under any other contract between the Buyer and SA, shall become immediately due and payable.
7.7 SA shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from SA.
7.8 On termination of the Contract, howsoever caused, SA (but not the Buyer's) rights contained in this clause 7 shall remain in effect.
8.1 Unless otherwise agreed by SA in writing, the price for the Goods shall be the price set out in SA’s price list (contained in SA’s catalogue or brochure or, for orders placed through the Website, as set out on the Website) current as of the date of acceptance by SA of the relevant Order.
8.2 GST and other taxes and duties that may be applicable shall be added to the price for the Goods except when they are expressly included in the price.
8.3 The Website contains a large number of Goods and, despite SA’s best efforts, some of the Goods listed on the Website may not be priced correctly. SA will normally check prices as part of SA’s despatch processes so that, where the correct price of Goods is less than SA’s stated price, SA will charge the lower amount.
9.1 All Goods must be paid for, in full, when the relevant Order is placed by the Buyer unless the Buyer has agreed credit terms with SA, in which case clause 9.2 shall apply.
9.2 Where the Buyer buys more than £3,000 of Goods per annum, SA may, in its absolute discretion, and subject to credit assessment, grant credit terms to the Buyer, up to a credit limit determined by SA and notified to the Buyer, from time to time. If such credit terms are granted by SA to the Buyer, all Orders must be paid for, in full, within 30 days of the end of the calendar month in which the such invoice is dated, except that:
(a) for Bespoke Orders, 50% of the total value of the Bespoke Order must be paid on the date of issue, by SA, of the relevant Order confirmation and the balance of 50% on the date of issue, by SA, of the relevant invoice; and
(b) for Orders that are forward-placed by the Buyer between 1 January and 1 April (inclusive) for delivery between 1 June and 1 November (inclusive) (“Halloween Orders”), the Buyer may apply to SA for extended credit allowing payment to be made, in full, by no later than 1st November in the same year, provided always that the Buyer is within its credit limit.
Orders will not be despatched if the Buyer is not within its credit limit. SA reserves the right, on written notice to the Buyer, to withdraw any credit facility or to reduce any credit limit, in which event payment of all invoiced amounts or all invoiced amounts in excess of the reduced credit limit (as the case may be) shall become due immediately.
9.3 Where SA agrees to grant credit terms, payment must, unless otherwise agreed, be made by Bank Transfer to SA’s nominated bank account, or by credit card or debit card, or by PayPal. Payment by American Express credit card or PayPal, if accepted as a payment method, is subject to a handling fee of 3% of the amount of the transaction for American Express and 1.5% for Paypal.
9.4 Time for payment shall be of the essence. An interest charge of 8% per annum above the then-current base lending rate of the Bank of England may, at RHS' discretion, be charged on all invoices overdue for payment, calculated on a daily basis, until judgment or sooner payment. In addition, a charge of £40.00 may be made to cover the administration cost of collecting overdue payments, the cost of any dishonoured Direct Debit or, if accepted as a payment method, any dishonoured cheque or declined credit card or debit card payment. AII costs and charges incurred by RHS in the collection of overdue accounts will be invoiced to, and will be the responsibility of the buyer, in addition to the following one-off late payment debt recovery costs:
|Amount of debt
|What you will be charged
|Up to £999.99
|£1,000 to £9,999.99
|£10,000 or more
9.5 No payment shall be deemed to have been received until SA has received cleared funds.
9.6 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by SA to the Buyer.
9.7 Where SA accepts payment by credit or debit card (including for Orders placed through the Website), for security reasons, the statement address for the credit or debit card used to pay has to be the same as the delivery address for the Order. Card transactions are subject to validation checks by the card issuer and SA is not liable if the card issuer declines to authorise payment for any reason. It is possible that the card issuer may charge an online handling fee or processing fee for which SA is not liable.
9.8 All payments payable to SA under the Contract shall become due immediately on its termination despite any other provision.
9.9 Any legal fees/costs incurred for the collection of any overdue debt are to be payable by the debtor.
10.1 Where SA is not the manufacturer of the Goods, SA shall use reasonable endeavours to transfer to the Buyer the benefit of any warranty, guarantee or similar statement given to SA.
10.2 SA warrants that (subject to the other provisions of these terms) at the date of delivery, the Goods shall comply with SA’s published specification and be of acceptable quality.
10.3 For clarity, the Goods come with certain guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Goods repaired or replaced if the Goods fail to be of acceptable quality and the failure does not amount to a major failure.
10.4 Goods may not be returned unless the Buyer gives written notice of the defect to SA by completing SA’s authorisation form which is available from SA’s Credit and Returns Department (the "Authorisation Form") and the Authorisation Form is returned by SA to the Buyer.
10.5 Subject to clause 11.2, SA shall not be liable for a breach of the warranty in clause 10.2 if:
(a) the Buyer makes any further use of such Goods after giving the notice referred to in clause 10.3; or
(b) the defect arises because of any failure to follow SA’s oral or written instructions as to the storage, use or care of the Goods or (if there are none) mandatory trade practice;
10.6 Subject to clause 10.3 and clause 10.4, if any of the Goods do not conform with the warranty in clause 10.2, SA shall, at its option, repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract price provided that, if SA so requests, the Buyer shall, at SA’s expense, return the Goods or the part of such Goods which is defective to SA.
11.1 Except as expressly set out in these terms and subject only to clause 11.2, no implied conditions, warranties or other terms, including any implied terms relating to satisfactory quality or fitness for any purpose, will apply to any Goods or to anything supplied or provided by SA under any Contract.
11.2 Nothing in these terms excludes or limits the liability of SA for any other liability which may not lawfully be excluded or limited.
11.3 Subject to clause 11.2, SA shall not be liable for any loss, claim, expense, injury or damage (whether from breach of contract, tort, breach of statutory duty or otherwise), including indirect loss such as:
(a) loss of profit;
(b) loss of sales, turnover, revenue or business;
(c) loss of customers, contracts or opportunity;
(d) loss of or damage to reputation or goodwill;
(e) loss of anticipated savings;
(f) loss of any software or data;
(g) loss of use of hardware, software or data;
(h) loss or waste of management or other staff time; or
(i) consequential or special loss;
howsoever caused including arising directly or indirectly arising out of or relating to any Contract (and, for the purposes of this clause 11.3, the term "loss" includes a partial loss or reduction in value as well as a complete or total loss).
11.4 RH's liability to the Buyer for loss or damage of any kind arising out of any Contract shall be reduced or limited to the extent (if any) that the Buyer causes or contributes to the loss or damage.
11.5 Subject to clauses 11.2 and 11.3, SA’s maximum liability arising out of or relating to each Contract or its subject matter (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited to the Contract price.
12.1 The Buyer agrees for SA to obtain from a credit reporting agency a credit report containing personal credit information about the Buyer in relation to credit provided by SA.
12.2 The Buyer agrees that SA may exchange information about the Buyer with those credit providers either named as trade referees by the Buyer or named in a consumer credit report issued by a credit report agency for the following purposes:
(a) to assess an application by the Buyer; and/or
(b) to notify other credit providers of a default by the Buyer; and/or
(c) to exchange information with other credit providers as to the status of this credit account, where the Buyer is in default with other credit providers; and/or
(d) to assess the creditworthiness of the Buyer.
12.3 The Buyer understands that the information exchanged can include anything about the Buyer's credit worthiness, credit standing, credit history or credit capacity that credit providers are allowed to exchange under the Privacy Act 1988.
12.4 The Buyer consents to SA being given a consumer credit report to collect overdue payment on commercial credit (section 18K(1)(h) of the Privacy Act 1988).
12.5 The Buyer agrees that personal credit information provided may be used and retained by SA for the following purposes (and for other purposes as shall be agreed between the Buyer and SA on required by law from time to time):
(a) the provision of the Goods on hire (where applicable); and/or
(b) analysing, verifying and/or checking the Buyer's credit, payment and/or status in relation to the provision of the Goods on hire (where applicable); and/or
(c) processing any payment instructions, direct debit facilities and/or credit facilities requested by the Buyer; and/or
(d) enabling the daily operation of the Buyer's account and/or the collection of amounts outstanding in the Buyer's account in relation to the hire of the Goods (where applicable).
12.6 SA may give information about the Buyer to a credit reporting agency for the following purposes:
(a) to obtain a consumer credit report about the Buyer;
(b) allow the credit reporting agency to create or maintain a credit information file containing information about the Buyer.
12.7 The information given to the credit reporting agency may include:
(a) personal particulars (the Buyer's name, sex, address, previous addresses, date of birth, name of employer and driver's licence number); and
(b) details concerning the Buyer's application for credit or commercial credit and the amount requested;
(c) advice that SA is a current credit provider the Buyer; and
(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;
13.1 SA may assign the Contract or any part of it to any person, firm or company.
13.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of SA.
SA reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if SA is prevented from or delayed in the carrying on of its obligations due to circumstances beyond the reasonable control of SA including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Buyer shall be entitled to give notice in writing to SA to terminate the Contract.
15.1 Each right or remedy of SA under the Contract is without prejudice to any other right or remedy of SA whether under the Contract or not.
15.2 Any reference in these terms to "in writing" or "written" (or similar words) shall include a communication sent by email, provided however that any notice required by the Contract to be given by the Buyer to SA shall be in writing (not including email) and shall be served by sending the same by certified mail (return receipt requested) to SA at such address as has been notified in writing from time to time by SA.
15.3 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity. voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
15.4 Failure or delay by SA in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
15.5 Any waiver by SA of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
15.6 Contracts may be concluded in English only and there are no public filing requirements.
15.7 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by the laws of New South Wales and are subject to the jurisdiction of the courts of Sydney New South Wales.
15.8 SA reserves the right to amend these terms from time to time by amending them on the Website, although no such change will affect any Order already accepted by SA. These terms were last updated on 06th January 2023.
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