Terms and Conditions

Standard Credit Terms and Terms and Conditions of Sale

Effective date 01 July 2014

IN THIS DOCUMENT THE FOLLOWING WORDS HAVE THE FOLLOWING MEANINGS:

CREDIT TERMS

1. The Buyer applies to Stramit to purchase Goods and Services on credit on these Credit Terms. Where the Buyer places an Order on credit, the Sale Terms will apply together with these Credit Terms. Stramit may accept the application either by accepting such an Order or by notifying the Buyer in writing (whichever occurs first).

2. The Buyer authorises Stramit to open on its books a Credit Account in the Buyer’s name, to debit to that account: (a) the price of the Goods and Services supplied to the Buyer; and (b) all other amounts owed by the Buyer to Stramit.

3. The Credit Account is subject to these Credit Terms exclusively. Any other terms and conditions relating to credit are expressly excluded except as agreed in writing by Stramit.

4. Stramit may reject any Order (in whole or in part). Stramit may in its sole discretion increase or decrease the Credit Limit, or stop providing further credit.

5. If the Buyer commits an Event of Default, Stramit may immediately terminate the Credit Account and require immediate payment of the balance of the Credit Account and enforce its rights under any security.

6. The Buyer must pay all invoices for Goods and Services sold on credit in full on or before the last day of the month following the month in which the Goods were delivered or collected by the Buyer (or the Services performed by Stramit, as the case may be) unless otherwise agreed in writing by the parties. The Buyer must pay interest at the rate prescribed from time to time in the Penalty Interest Rates Act 1983 (Victoria) calculated daily on any overdue amount. Interest charges accrue daily, are debited to the Credit Account in arrears on the last day of each month and are payable together with the overdue amount. The Buyer must pay all legal costs and other expenses (on an indemnity basis) incurred by Stramit in the recovery or attempted recovery of any overdue amount. Such interest and expenses may be recovered as a liquidated debt. The Buyer must pay any stamp duty or other government rates, taxes (including GST) or charges levied on or in connection with the Credit Account, any contract for the supply of Goods and Services, and any deed of guarantee and indemnity. The Buyer must pay all costs associated with the registration, maintenance and withdrawal of any Security Interest on the PPS Register which secures the Buyer’s obligations under the Credit Application. Stramit may in its sole discretion apply any payment received from the Buyer towards any debt owed by the Buyer to Stramit at any time.

7. The Buyer will not assert any right of set-off against Stramit and will pay all sums due and payable without deduction.

8. A certificate signed by an authorised officer of Stramit (or his/her nominee), stating the sum due and owing by the Buyer to Stramit at the date specified in the certificate shall be a conclusive statement and will be binding on the parties in the absence of a manifest error.

9. The Buyer must immediately inform Stramit by notice in writing of: (a) any change in ownership, operation, office-holding or structure of the Buyer or in the Buyer’s business; and (b) any event, circumstance or matter which renders the information provided by the Buyer incorrect, incomplete or misleading at any time during the operation of the Credit Account, and must, at the same time, provide the correct or additional information. Unless and until such notification is given and acknowledged by Stramit in writing, the Buyer shall be liable to Stramit pursuant to the obligations herein as if such change of ownership, operations or structure had not taken place. The Credit Account and the Account Number must only be used by the Buyer and cannot be assigned, transferred or made available for use by any other entity or person (or by a subsequent purchaser of the Buyer) without Stramit’s prior written consent.

10. The Buyer charges all of the Buyer’s right, title and interest in All Present and After-Acquired Property and present and after-acquired land held by the Buyer, to secure the payment of all amounts due and payable under the Credit Account (Secured Monies). The Buyer consents to Stramit lodging a caveat or caveats or to registering Stramit’s Security Interest on the PPS Register to note Stramit’s interest under this clause. On demand by Stramit, the Buyer will immediately provide any information, or do any action required by Stramit, including executing a mortgage, and/or a charge over all Circulating and Non-Circulating Assets and/or any other instrument of security, in terms satisfactory to Stramit to further secure payment of the Secured Monies. The Buyer hereby irrevocably appoints Stramit and any person nominated by Stramit severally the attorney of the Buyer with power to execute, sign, seal and deliver (which delivery may be subject to such terms and conditions as the attorney thinks fit) such mortgage or other document to give effect to this security.

11. These Credit Terms are governed by the law of the State or Territory in which the Credit Application is lodged by the Buyer. The Buyer submits to the non-exclusive jurisdiction of the courts of that State or Territory.

12. If a clause in these Credit Terms is void or unenforceable, it may be severed without affecting the enforceability of any other provision.

13. A breach of these Credit Terms is a breach of the Sale Terms.

14. Stramit may vary or waive any or all of these Credit Terms at any time.

15. Clauses 1.3 and 1.4 of the Sale Terms apply to the Credit Terms.

SALE TERMS

Words commencing with a capital letter and in bold are defined in these Sales Terms.

1. TERMS APPLICABLE TO THE SUPPLY OF GOODS AND/OR SERVICES

1.1 All Goods and/or Services supplied to the Buyer are supplied solely on the basis of these Sale Terms unless otherwise agreed by Stramit in writing.

1.2 Each contract under clause 2.2 constitutes the entire agreement between the parties. All prior representations, trade custom or previous dealings between Stramit and the Buyer are excluded and are not applicable in the interpretation of the contract.

1.3 To the extent permitted by the PPS Act the parties agree to contract out of the following sections of the PPS Act:

1.3.1 to the extent that Stramit is required to give notice to the Buyer: sections 95, 118, 121(4), 130 and 135; and

1.3.2 sections 125, 132(3)(d) and 132(4).

1.4 The Buyer waives its rights to receive notice from Stramit of a registration event under section 157(1) of the PPS Act.

1.5 Stramit may at any time, and from time to time alter these Sale Terms and such altered Sale Terms shall apply from the date of alteration. A copy of current Sale Terms can be found on Stramit’s website,  www.stramit.com.au. The Buyer acknowledges and warrants that he/she/it will regularly inspect the said website for any updated or altered Sale Terms and that there is no duty or obligation whatsoever on Stramit to inform or advise the Buyer of any such altered Term.

2. ORDERING AND SUPPLY OF GOODS AND/OR SERVICES

2.1 The Buyer may place an Order verbally or in writing. An Order constitutes an offer by the Buyer to purchase Goods and/or Services from Stramit pursuant to these Sale Terms.

2.2 Stramit may accept or decline, in whole or in part, any Order. Acceptance may be verbal or in writing, or by Stramit delivering or making the Goods and/or Services available for collection (whichever occurs first). Acceptance of an Order by Stramit gives rise to a contract for the supply of the ordered Goods and/or Services on these Sale Terms.

2.3 Stramit may, in its sole discretion, agree to a written request from the Buyer for cancellation or variation (including variation to delivery times) of a contract under clause 2.2. Stramit’s acceptance must be in writing.

3. PRICES, QUOTATIONS PAYMENT AND DEFAULT

3.1 Unless otherwise expressly agreed in writing, the amount payable for the Goods and/or Services will be the price on Stramit’s invoice plus any duties, fees, taxes (including GST), delivery charges and levies charged or imposed on or in respect of a contract referred to in clause 2.2, plus any amount that reflects any increase in exchange rates, costs of labour, materials and overheads in connection with Stramit’s supply.

3.2 The Buyer must pay Stramit for the Goods and/or Services either:

3.2.1 as required by the Credit Terms; or

3.2.2 prior to Stramit ordering materials or commencing manufacture of the Goods.

3.3 Any written quotation provided by Stramit expires on the date stated or otherwise 30 days after the date the quotation is issued by Stramit. Stramit may withdraw or vary a quotation before accepting an Order. Prior to delivery of the Goods or performing the Services, if there is an increase in Stramit’s costs, then Stramit may increase its quoted price and the Buyer must pay the increased price.

3.4 If the Buyer commits an Event of Default then without limitation to any of Stramit’s other rights, Stramit may:

3.4.1 suspend the Credit Account.

3.4.2 vary these Sale Terms and/or the Credit Terms.

3.4.3 terminate or suspend any contract in force between it and the Buyer.

3.4.4 suspend further deliveries of Goods or performance of the Services to the Buyer.

3.4.5 require immediate payment of all money owing by the Buyer to Stramit under the Credit Account, or under any agreement or contract between them whatsoever.

3.4.6 immediately re-possess any Goods to which title has not passed.

3.4.7 charge interest to the Buyer at the rate prescribed from time to time in the Penalty Interest Rates Act 1983 (Victoria) calculated daily on any overdue amount and payable together with the overdue amount.

3.4.8 immediately enforce any security it holds over the land or personal property of the Buyer.

3.5 Stramit may in its sole discretion apply any payment received from the Buyer towards any debt (including interest charged under clause 3.4.7) owed by the Buyer to Stramit at any time.

3.6 If in Stramit’s opinion the financial position or status of the Buyer requires it, Stramit may refuse to make a delivery or cancel any contract under clause 2.2.

3.7 The Buyer must pay to Stramit on demand all costs, charges and expenses (including legal expenses on an indemnity basis) that Stramit incurs as a result of any breach of these Sale Terms by the Buyer.

3.8 The Buyer must supply Stramit with its Account Number and Purchaser Order Number at the time of placing the Order. The Buyer is liable to pay the amount of an invoice, regardless of whether the Buyer’s Account Number or Purchase Order Number is included on the invoice.

3.9 A statement on a certificate given by Stramit setting out the quantities, descriptions, prices and dates and other information in respect of Goods and/or Services will be conclusive and binding on the parties.

3.10 The Buyer will not assert any right of set-off against Stramit and will pay all sums due and payable without deduction.

4. DELIVERY AND COLLECTION

4.1 Stramit may:

4.1.1 make the Goods available for collection at Stramit’s premises; or

4.1.2 deliver (or arrange delivery) of the Goods in the manner it deems fit to the Delivery Site.

4.2 The Buyer’s Order must specify if the Goods are to be delivered to the Delivery Site or collected from Stramit. If delivery is specified then the Delivery Site must be nominated.

4.3 Stramit will advise the Buyer of the estimated delivery or collection date and time and may alter it if necessary. Stramit may supply by instalments. To the extent permitted by law, Stramit will not be liable to the Buyer for any costs, loss or damage whatsoever (including indirect or consequential loss) caused directly or indirectly by any delay or failure to deliver the Goods or to perform the services or to make the Goods available for collection on the date or at the time specified. The Buyer must accept and pay for the goods and/or the services notwithstanding any extension or delay in the delivery or the availability of Goods for collection or in the performance of the services.

4.4 If the Buyer does not collect the Goods by the collection date, then Stramit may, without limiting any other rights available to it, store the Goods or deliver them to the Delivery Site and the Buyer must, on demand, pay all costs of delivery and any additional charges (including storage costs) and costs incurred by Stramit.

4.5 The Buyer must provide a suitable and safe area at the Delivery Site to unload the Goods and ensure that its use conforms to occupational health and safety legislation. The Buyer indemnifies and holds harmless Stramit from any and all claims arising out of delivery of the Goods.

4.6 If the Delivery Site is unattended, Stramit or its contractors may deposit the Goods at the Delivery Site or retain the Goods if delivery is inappropriate. The signature of the deliverer on the delivery docket will be conclusive evidence that the Goods were delivered. The Buyer will indemnify and hold Stramit harmless from any loss or damage caused by the depositing of Goods at an unattended Delivery Site.

4.7 To the extent permitted by law, Stramit will not be liable to the Buyer or to its employees or agents for any property damage or personal injury arising from any loading, unloading or delivery of the Goods. The Buyer indemnifies Stramit from any loss or damage suffered by Stramit as a result of any property damage or personal injury caused by the delivery and unloading of Goods except for and to the extent that the loss, damage or liability is caused by a wilful or negligent act or omission of Stramit or its contractors.

4.8 The Buyer must pay all costs and fees resulting from any or all of the following:

4.8.1 any delay in delivery.

4.8.2 unexpected labour costs.

4.8.3 Delivery Site conditions resulting in the incurring of additional costs.

4.8.4 the nature of the Goods and/or Services ordered by the Buyer.

4.9 The Buyer must pay for any permit or licence or other extraordinary costs of transporting or delivering ordered Goods, including wide or long loads.

4.10 The Buyer must notify Stramit of any claim in writing within:

4.10.1 2 days after delivery or collection that the Goods supplied do not accord with those ordered;

4.10.2 14 days of receiving an invoice from Stramit that it disputes the invoice;

4.10.3 2 days of delivery or collection of Goods that it is alleged they are defective or damaged; or

4.10.4 2 days of performance of any allegedly deficient Services, and the Buyer will be taken to have accepted the Goods as delivered and/or the Services as performed or the invoice as rendered if the Buyer fails to so notify Stramit, and must pay for the Goods or Services in full.

5. PASSING OF RISK

The risk of any loss or damage to or deterioration of the Goods from any cause whatsoever passes from Stramit to the Buyer when the Buyer takes possession of the Goods or otherwise if:

5.1 the Buyer collects the Goods and if Stramit or its contractors have loaded the Goods for the Buyer, when the Goods are fully loaded onto the Buyer’s vehicle or vessel;

5.2 Stramit delivers the Goods to the Delivery Site and the Buyer unloads the Goods, when the Buyer begins unloading the Goods; or

5.3 Stramit delivers the Goods and unloads them at the Delivery Site, when Stramit has finished unloading the Goods.

6. RETENTION OF TITLE

6.1 The Buyer agrees that legal and equitable title to the Goods remains with Stramit until the Buyer has paid for the Goods in full and has paid all other money owing for any reason at any time under any contract, agreement or account between Stramit and the Buyer, including all payments to be made under clauses 3.1 and 3.7.

6.2 Until title to the Goods passes, the Buyer:

6.2.1 holds the Goods as the bailee and fiduciary agent of Stramit;

6.2.2 must store the Goods separately and securely and in such manner as to indicate clearly that they remain the property of Stramit;

6.2.3 must insure the Goods for their full replacement value;

6.2.4 must not create or allow to be created any Security Interest or any other form of encumbrance over the Goods which is inconsistent with Stramit’s title to the Goods;

6.2.5 must not assign, charge or encumber or grant any interest over any obligations which any third party may owe to the Buyer as a result of the use, manufacture or resale of the Goods;

6.2.6 may not claim any lien or interest in the Goods to secure any liquidated or un-liquidated debt or obligation that Stramit owes to the Buyer; and

6.2.7 must not remove, deface or obliterate any identifying plate, mark or number on any of the Goods.

6.3 Despite clause 6.2, unless Stramit notifies the Buyer to the contrary, the Buyer may, in the ordinary course of its business:

6.3.1 re-sell the Goods (Re-sold Goods), but only as a fiduciary agent of Stramit, in which case the Buyer must perform in favour of Stramit all the obligations and assume all of the liabilities of a fiduciary agent. Any right to bind Stramit to any liability to a third party by contract or otherwise is expressly excluded; and

6.3.2 use any of the Goods or part of the Goods in a manufacturing or construction process of its own or of a third party which manufactures, processes, assembles or commingles the Goods so that they become part of a product or mass (Manufactured Product), in which case it will hold the Manufactured Product on trust for Stramit as bailee and fiduciary agent of Stramit and may sell the Manufactured Product.

6.4 If the Buyer re-sells or deals with the Goods or the Manufactured Product before title to the Goods passes to the Buyer, then the Buyer:

6.4.1 assigns absolutely and unconditionally in favour of Stramit the Buyer’s entitlement to all the proceeds of the re-sale or dealing, and must notify the purchaser in writing of the assignment at the time of the re-sale or dealing; and

6.4.2 will hold such part of the proceeds of the re-sale or dealing on trust for and as the fiduciary agent of Stramit immediately when they are received or receivable.

6.5 When referring to “such part” in sub-clause 6.4.2 and/or for the purpose of quantifying the amount of money paid to the Buyer and held in trust for Stramit from the proceeds of the sale of or dealing with the Goods or Manufactured Product, that part or amount will be equal in dollar terms to the value of the Goods on the day on which they become part of the Manufactured Product.

6.6 The Buyer must keep the proceeds in a separate bank account until the liability to Stramit is discharged.

6.7 If the amount payable for all Goods sold by Stramit to the Buyer is greater that the sum of:

6.7.1 the proceeds actually received by Stramit in respect of all dealings by the Buyer with the Goods (including the sale of Re-Sold Goods or Manufactured Product); and

6.7.2 all other payments received by Stramit in respect of the Goods, then the difference remains a debt owing by the Buyer to Stramit.

6.8 Where the Buyer has not paid for the Goods in full by the due date for payment, then the Buyer irrevocably authorises Stramit to repossess the Goods and to enter any site owned, possessed or controlled by the Buyer at any time and without notice to search for, inspect or repossess the Goods, whether such Goods are in their original form, or in a modified form or mixed with other products of the Buyer. Stramit is not liable to the Buyer as a result of any action taken pursuant to this clause. Stramit may delay taking action to dispose of or retain the repossessed Goods under the PPS Act for a period of up to 12 months.

6.9 Stramit’s property in the Goods remains absolute even if the Goods have become fixtures to the premises of the Buyer or a third party. If Stramit enters those premises to reclaim possession of the Goods and incurs any liability to a third party in connection with the entry or reclamation, or if the Buyer suffers any loss or damage as a result of the entry or reclamation, then Stramit will not be liable to the Buyer for any liability, loss or damage and the Buyer indemnifies Stramit against any liability, loss or damage to any third party.

6.10 The provisions of this clause 6 apply despite any arrangement between the parties under which Stramit grants the Buyer credit.

6.11 Stramit may enforce or take steps to enforce a contract referred to in clause 2.2 regardless of whether property in the Goods has passed to the Buyer.

6.12 The Buyer indemnifies Stramit against any claim by a third party arising from, or in connection with Stramit enforcing any of its rights under this clause 6.

7. DESCRIPTION OF BUILDING PRODUCTS AND SAMPLES

7.1 All physical samples and descriptions, specifications, illustrations, drawings, data, dimensions and weights in respect of the Goods contained in catalogues, the Price List or other Stramit advertising material are approximate, and are only intended by Stramit to be a general description.

7.2 Stramit may produce Goods with minor modifications from any of its samples, drawings and specifications.

7.3 Stramit is not liable to the Buyer for any loss or damage suffered by the Buyer as a result of the Buyer relying upon any such specifications, illustrations, drawings, data, dimensions, weights or the characteristics of any samples.

8. TOOLS, EQUIPMENT, PATTERNS, DESIGNS AND SYSTEMS OF MANUFACTURE

8.1 Any tool, equipment, pattern, design or system of manufacture (Manufacturing Devices) acquired and used by Stramit in filling an Order remains the property of Stramit and cannot be used without Stramit’s prior written authority.

8.2 Stramit may charge the Buyer for Stramit’s acquisition and use of any Manufacturing Device. Payment of such charge will not vest in the Buyer any intellectual property rights or other rights in the Manufacturing Device.

8.3 Stramit may hire or lend tools or equipment to a Buyer on agreed terms. Stramit will invoice the Buyer for hire and delivery charges after the tools or equipment are in possession of the Buyer. The Buyer must pay the amount invoiced within 30 days of the invoice date.

8.4 The Buyer indemnifies and holds harmless Stramit against any claim, demand or suit arising out of any loss, damage or personal injury caused to the Buyer, its employees and agents or a third party by a tool or equipment provided by Stramit to the Buyer.

9. BUYER’S SPECIFICATIONS OR MATERIALS AND SPECIAL BUILDING PRODUCTS

9.1 If Stramit, on the Buyer’s request manufactures Special Building Products, Stramit will not be responsible for any failure of the Special Building Products or lack of fitness for use or for any property damage or personal injury whatsoever caused by the Special Building Products.

9.2 The Buyer will indemnify and hold Stramit harmless from:

9.2.1 any direct or indirect loss or damage caused to the Buyer or to any third party by the Special Building Products and the Buyer releases Stramit from all liability in respect of any fault or defect in any Special Building Product; and

9.2.2 any claim, demand or suit arising out of Stramit’s use of or reliance upon any design, specification or drawing provided to Stramit by the Buyer.

9.3 The Buyer warrants and represents that any designs, specifications or drawings it provides to Stramit for the manufacture of Special Building Products will not breach or infringe any copyright, patent or registered design or any other right of any third party. The Buyer will indemnify and forever hold Stramit harmless from any loss, damage, liability or costs suffered or incurred by Stramit arising from a breach by the Buyer of this warranty and representation.

9.4 If Stramit, on request of the Buyer, processes the Buyer’s materials, Stramit will not warrant that the materials supplied by the Buyer are suitable for such processing.

9.5 Stramit will not be liable for any:

9.5.1 failure of any processed Buyer’s materials; or

9.5.2 failure of any Goods manufactured using the Buyer’s materials; or

9.5.3 damage caused by or connected with the Buyer’s materials at any time during or after processing by Stramit.

9.6 The Buyer must bear any additional expense or the cost of:

9.6.1 any testing or inspection of Goods manufactured using the Buyer’s materials or any Special Building Products; and

9.6.2 any delay in processing caused by any defect in the Buyer’s materials or by the nature of the Buyer’s materials.

10. LIMITATION OF LIABILITY

10.1 All implied warranties and conditions under statute or common law as to merchantability, description, quality, suitability, or fitness for purpose or as to design, assembly, installation, materials or workmanship or otherwise are expressly excluded to the maximum extent permitted by law.

10.2 Stramit’s obligations to the Buyer in respect of a breach of any term, warranty or condition of a contract (whether implied by statue or otherwise) will, at Stramit’s option, be limited to:

10.2.1 the repair or replacement of the Goods or the supply of equivalent Goods; or

10.2.2 paying for the cost of repair or replacement of the Goods or supply of equivalent Goods; or

10.2.3 in the case of Services, the re-supply of Services or paying for the cost of re-supplying the Services by a service provider approved in writing by Stramit.

10.3 Stramit’s obligations if clause 10.2 applies do not include:

10.3.1 the cost of removing defective Goods whether installed or otherwise;

10.3.2 the cost of installing replacement Goods; or

10.3.3 defects in Goods caused by improper installation or improper maintenance or care of Goods or related components or normal wear and tear.

10.4 To the extent permitted by law, Stramit will not be liable to the Buyer or any other person for any direct, indirect, special, incidental or consequential loss or damage (including loss or damage caused by negligence or any wilful act or default of Stramit, its employees or agents) whatsoever arising from the use of the Goods, or a breach of a contract under clause 2.2 or any statutory implied warranty, term or condition in relation to the Goods. In this clause, ‘direct, indirect, special, incidental or consequential loss or damage’ includes (a) any loss of income, profit or business; (b) any loss of goodwill or reputation; and (c) any loss of value of intellectual property.

10.5 To the extent permitted by law, Stramit will not be liable to the Buyer, its employees or agents for any costs, claims, damages or demands arising from personal injury, loss or damage whatsoever occurring by reason of:

10.5.1 the Goods or their design, production or processing;

10.5.2 the Services;

10.5.3 any act or omission of Stramit, its employees or agents; or

10.5.4 any statement, representation, recommendation, advice, supervision or assistance made or given by an employee or agent of Stramit, whether oral or written.

10.6 Stramit will not be responsible for the consequences of any technical advice given by its employees or agents in relation to the design, specifications, installation or use of Goods. The Buyer acknowledges that it will not rely and has not relied on any skill or judgment of Stramit, its employees or agents about the suitability of any Goods and/or Services for a particular purpose.

10.7 The Buyer acknowledges that Stramit does not make and has not made any representation or warranty regarding the Goods and/or Services or any matter which is or might be relevant to the Buyer other than as set out in these Sale Terms.

11. INDEMNITIES RELATING TO ACCESSING PREMISES

11.1 Any Buyer, or its agent, employee or contractor (Buyer’s Representative) who enters Stramit’s premises does so at his/her own risk. Stramit will not be liable for any loss, damage or injury caused by any act or omission whatsoever whilst the Buyer’s Representative attends Stramit’s premises. The Buyer indemnifies and will forever hold Stramit harmless against all claims, demands or suits made by a Buyer’s Representative in connection with his/her attendance at Stramit’s premises.

11.2 Where Stramit or its agent, employee or contractor (Stramit Representative) enters upon a Delivery Site, the Buyer must provide full and safe access to the Delivery Site and ensure that the Delivery Site is compliant with all occupational health and safety legislation. The Buyer will be liable for, and must indemnify Stramit against the costs of any loss or damage to property and personal injury to any Stramit Representative occurring directly or indirectly as a result of the Buyer’s failure to comply with this clause.

12. GENERAL MATTERS

12.1 Stramit may vary or waive any or all of these Sale Terms at any time and will notify the Buyer in writing of any variation or waiver.

12.2 The failure of Stramit to exercise a right or remedy, or any delay by Stramit in exercising a right or remedy, or the exercise by Stramit of only part of a right or remedy, or the granting of any indulgence by Stramit in favour of the Buyer does not:

12.2.1 affect Stramit’s rights against the Buyer;

12.2.2 constitute a waiver of any term or condition; or

12.2.3 prohibit Stramit from exercising that right or remedy in relation to that breach or any other breach.

12.3 A waiver of a breach of a term or condition does not constitute a waiver of another breach of the same term or any other term.

12.4 ‘The Buyer agrees that these Sale Terms shall be construed according to the laws of the State or Territory as Stramit may in its sole discretion determine.  Proceedings by either Stramit or the Buyer may be instituted and/or continued in such State or Territory as Stramit may in its sole discretion determine.’  Failing such determination the Buyer consents to any proceedings being instituted and heard by any appropriate Court sitting in the State of New South Wales applying the laws of that State.

12.5 The Buyer must not assign any of its rights or obligations under these Sale Terms without the prior written approval of Stramit.

12.6 Stramit will not be liable for any delay or failure to fill an Order to the extent and for so long as performance is prevented or delayed by:

12.7 If all or part of a clause in these Sale Terms is void, illegal or unenforceable, it may be severed without affecting the enforceability of any other provision.

12.8 A breach of these Sale Terms is a breach of the Credit Terms.

13. DEFINITIONS

© Stramit Corporation Pty Limited July 2014