Terms + Conditions

In these terms of trade:

• “Australian Consumer Guarantee” means the mandatory guarantee as to acceptable quality in relation to the supply of goods contained in Section 54 of the Australian Consumer Law;
• “Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth);
• “Corporations Act” means Corporations Act, 2001 (Cth);

“Account” means the Customer’s account with the Vendor;

“Business Day” means any day other than a Saturday or Sunday that trading banks at their State headquarters in the Adelaide CBD are open for business;

“Customer” means the person or entity signing an Application for Credit or making an Order and any person acting with ostensible authority on behalf of the party named as the Customer;

“Goods” means goods supplied by the Vendor to the Customer at any time;

“Guarantor” means any party who for the purposes of Clause 29 signs acceptance of these Terms and Conditions as a director or trustee of the Customer by which action he, she or they guarantee payment by the Customer and agrees to indemnify the Vendor for any loss or damage sustained by reason of the Customer’s failure breach or default referred to in Clause 29;

“Order” or “Orders” means any order or orders of the Customer to the Vendor to supply Goods and/or Services;

"PPSA" means the Personal Property Securities Act 2012 (Cth);

"Terms" means these Terms and Conditions of Trade;

“Vendor” means Method Recycling Australia Pty Ltd ACN 626 769 800 of registered office Level 1, 14 James Place Adelaide SA 5000;

“Workplace Health and Safety Laws” means the laws, regulations and codes of conduct in place in relation to the Customer’s site as applicable pursuant to the Work Health and Safety Act, 2011 (Commonwealth), Work Health and Safety Act, 2012 (ACT); Work Health and Safety Act, 2011 (NSW); Work, Health and Safety (National Uniform Legislation) Act, 2011 (NT), Work Health and Safety Act , 2011 (QLD); Work Health and Safety Act, 2012 (SA); and

“Work Health and Safety Act, 2012 (Tas) together with all other laws pursuant to legislation, legislative instrument, the common law and the general law which relate to the safety and activities of workers or contractors in the conduct of any activity or operation of any, machinery or the presence of any improvement or other object on the Customer’s site.

Orders will be on such forms as the Vendor may require from time to time.

Each Order will constitute acceptance by the Customer of these Terms.

Notwithstanding the terms of Clauses 2 and 10 the Vendor can change the price of the Goods before delivery, provided:

• the Vendor first gives a written notice to the Customer not less than ten (10) Business Days before delivery which states a reason or reasons outside of the Vendor’s control for the increase in price and the new price required to be paid;
• the amended price must be paid upon delivery unless within five (5) Business Days of the receipt of the Vendor’s notification the Customer gives a written objection to the Vendor;
• upon receipt of the Customer’s objection the Vendor at its option can:
  1. cancel the order without obligation to pay compensation to the Customer (but any prepayment must be refunded in full);
  2. elect to supply the Goods upon the price first agreed in the order; or
  3. seek to negotiate with the Customer to agree a revised price (however, if an agreement is not concluded before delivery the Vendor will have to elect as provided in sub-paragraphs (i) and (ii) of this Clause);
• where the Customer does not give a written notice of objection in accordance with paragraph (b) it must pay the varied price for the Goods; and
• all times specified in this Clause 4 are of the essence.

1. Where an Order makes provision for delivery then delivery will take place at the place stated in the Order. If no place is indicated then delivery will be made at the physical address of the Customer set out in the Order or Application for Credit.
2. If the Customer is not in a position to accept or take delivery of the Goods as scheduled the Customer will be responsible for all additional charges caused thereby.
3. Delivery of Goods by the Vendor to a carrier is deemed to be delivery to the Customer.
4. The Customer must notify the Vendor within two working days of delivery of any shortfall in Goods supplied, time being of the essence.

1. The Customer will provide at no cost to the Vendor, adequate access and all necessary facilities including but not limited to power, lighting, unloading, hoisting and lifting facilities, labour, site preparation for the purposes of installation of Goods and employee amenities which comply with all statutory requirements.
2. If the Customer fails to supply adequate access the Vendor may make a further charge to the Customer to cover the additional costs incurred arising from such failure as the Vendor considers reasonable.
3. Upon the Vendor delivering Goods the Customer will ensure adequate safe storage facilities are provided for protection against theft and damage of any Goods, equipment or other items belonging to the Vendor at no cost to the Vendor.
4. Where installation or supply of the Goods requires co-ordination with other trades the Customer will arrange for all such trades to co-ordinate delivery and acknowledges that delays may arise as a result.
5. Delivery times will be extended to cover delays caused by strikes, lockouts, prohibitions, non-availability of materials or any circumstances beyond the Vendor's control.
   

1. The Vendor will be responsible for the actions of its employees and contractors in terms of the Workplace Health and Safety Laws.
2. The Customer will be responsible for compliance with the Workplace Health and Safety Laws in respect of the Customer's site and will advise the Vendor prior to commencement of any work of any hazards.
3. The Customer is at all times the “person conducting the businesses or undertakings” (as this term is defined in the legislation referred to in the definition of “Workplace Health and Safety Laws” applicable to the Customer’s site) at all times the Vendor or its employees or contractors are on the site for any purpose related to the Goods.

Time will in no case be of the essence in respect of the delivery of Goods. The Vendor will not be responsible for any delay in the delivery of Goods and the Customer will not be entitled to cancel orders because of any such delay unless the period of delay exceeds 28 days and the Customer gives to the Vendor written notice of intention to cancel following the expiration of 14 days from the giving of the notice. The Customer can only cancel if the Goods are not delivered before written notice of cancellation is given to the Vendor. Dates for delivery of Goods are given in good faith and are not to be treated as a condition of sale or purchase.

• Unless otherwise specified, pre-payment for all Goods will be required.
• For existing on account customers the 20th day of the month following supply.
• The Vendor may, at its sole discretion, require payment of a deposit by the Customer prior to processing any Order.
• An administration fee may be charged on all overdue amounts in addition to any other charges pursuant to this Clause.
• Interest will accrue on all amounts overdue at the rate of 2.5% per month and will be calculated on a daily basis on the outstanding balance until payment is received in full by the Vendor.
• All costs of or incurred by the Vendor as a result of a default by the Customer including, but not limited to, administration charges, debt collection costs and legal costs as between solicitor and client are payable by the Customer.
• If the Customer defaults in any payment or commits any act of bankruptcy or any act which would render it liable to be wound up or if a resolution is passed or proceedings are filed for the winding up of the Customer or if a receiver is appointed for all or any assets of the Customer, the Vendor may cancel any Order without prejudice to any other rights it may have and payment for all completed Orders will immediately become due.
  

Unless otherwise specified, where a written quotation is given by the Vendor for the supply of Goods:

• the quotation will be valid for thirty (30) days from the date of issue;
• the Vendor reserves the right to alter the quotation at any time before the Customer accepts this because:
  1. the Customer requests variations to the supply of Goods; and/or
  2. of circumstances beyond the Vendor's control.

Unless expressly included in any quotation or Order, Goods and Services Tax and other taxes and duties assessed or levies in connection with the supply of the Goods and Services to the Customer are not included in the price and will be the responsibility of the Customer or, where the payment of such taxes or duties is the responsibility of the Vendor at law, the price will be increased by the amount of such taxes or duties.

The Vendor may in its discretion allocate any payment received from the Customer towards any invoice that the Vendor determines and may do so at the time of receipt or at any time afterwards. On any default by the Customer the Vendor may re-allocate any payments previously received and allocated. In the absence of any payment allocation by the Vendor, payment will be deemed to be allocated in such manner as preserves the maximum value of the Vendor's Purchase Money Security Interest (as defined in the PPSA) in the products.

Clerical errors or omissions, whether in computation or otherwise in the quotation, acknowledgement or invoice will be subject to correction.

• From the time of dispatch to the Customer by the Vendor, risk in all Goods supplied will pass to the Customer and any loss, damage or deterioration to the Goods will be borne by the Customer. The Customer will notwithstanding any loss, damage or deterioration to the Goods remain liable to pay for the Goods
• For the purposes of this provision “dispatch” is deemed to include:
  1. the goods are loaded onto the Vendor’s, Customer’s or a third party’s delivery vehicle for the purpose of transit (including commencement of transit) to the Customer’s site;
  2. the loading is conducted upon the premises of the Vendor or a third party storage contractor to the Vendor or a manufacturer of the Goods or a shipping, customs or other agent to a manufacturer of the goods.

• The Vendor will retain ownership of all Goods supplied until it receives payment in full of all amounts owing by the Customer for all Orders.
• If any of the Goods are attached, fixed or incorporated in or used as material for other goods before payment is made ownership in the whole of the other goods will be and remain with the Vendor until payment is made. The Vendor’s Security Interest in the Goods will continue in the terms of Section 99 of the PPSA.
• The Vendor will have a right to stop and retrieve the Goods in transit whether or not ownership has passed.
• Until payment is made by the Customer, the Customer agrees:
  1. to enable the Goods to be readily identifiable as the property of the Vendor;
  2. to hold the Goods as trustee for the Vendor and will deal with the Goods as agent for and on behalf of the Vendor (but will not hold the Customer out as an agent of the Vendor to any third parties);
  3. that if the Goods are re-sold, the proceeds of re-sale will belong to the Vendor and the Customer will keep the proceeds of sale in a separate account for which separate records are kept.

1. The Goods provided pursuant to these Terms are sold for use in the Commonwealth of Australia only and are not to be exported elsewhere, directly or indirectly, without the prior written consent of the Vendor.
2. In the event that the Vendor consents to the export of the Goods the Customer is responsible for all costs and compliance with any export regulations in force within the country for which the Goods are destined.

1. In the event of non-payment or if payment of the Customer’s Account is overdue the Vendor will be entitled without prejudice to any other right it has at law or in equity to enter the place where the Goods are stored whether at the Customer’s premises or property or the premises or property of a third party for the purpose of recovering and taking possession of any Goods supplied.
2. The Customer warrants to the Vendor that where the Goods are stored on the premises or property of a third party the Customer is acting as agent for the third party and has the full authority of the third party to authorise entry on to the premises or property of the third party for the purpose of recovering the Goods supplied without releasing the Customer from liability.
3. Notwithstanding paragraphs (a) and (b) of this Clause the Customer must when requested by the Vendor use all best endeavours to procure from the owner of premises where the Goods are stored the written consent and permission of that owner to the Vendor’s entitlement to enter upon the premises for the purposes of inspection and verification, and, to remove the Goods.
4. The Vendor will not be responsible for any damage either accidentally or reasonably caused in the course of removal of Goods where this is in exercise of the rights under this Clause, whether such Goods are in the possession of the Customer or a third party ,and the Customer indemnifies the Vendor to the full extent in respect of damage caused in the course of removal from the property of a third party.
5. The Vendor may resell any Goods seized pursuant to this Clause and apply the proceeds towards payment of the Customer’s debt to the Vendor. Any shortfall will remain the liability of the Customer. The Customer indemnifies the Vendor for all costs and expenses including legal costs as between solicitor and client which the Vendor may incur in recovering the Goods and any monies owed to it.

1. Other than the Australian Consumer Guarantee, the Vendor gives no warranty express or implied as to the quality, description or fitness for any particular purpose of the Goods unless this is specified in writing.
2. Where applicable, manufacturer’s warranties will attach to the Goods.
3. Where Goods supplied other than those referred to in paragraph (d), are defective in terms of any condition warranty or guarantee or otherwise do not conform to the Order (other than as to quantum), the Vendor will at its discretion replace or repair any faulty Goods or pay the cost of replacing them, but only if a claim is made by the Customer within three (3) calendar years of delivery of the Goods as defined in Clause 5.
4. Where the Goods supplied comprise of a Precycler the warranty or guarantee pursuant to paragraph (c) is for a period of three (3) calendar months from the date of delivery of the precyclers
5. The time within which the Customer is to make a warranty or guarantee claim under paragraphs (c) and (d) or a claim under paragraph (g) is in each case, of the essence.
6. The warranty and guarantee by the Vendor under paragraphs (c) and (d) is separate and in addition to the Australian Consumer Guarantee.
7. Where the Customer claims the Goods are not in the quantity, model or other description contained in the Order, this must be notified to the Vendor within five (5) clear Business Days of delivery of the Goods as defined in Clause 5.

Method specific warranty details

We believe considered design should last a lifetime. And that reliability never goes out of style.

That’s why every Method 60L office recycling bin comes with a three-year global warranty from the date of your original purchase for the original purchaser only.

Should there be any unforeseen faults that arise during this time caused by workmanship or materials, we will work quickly and efficiently to resolve these issues by repairing or replacing your order. Simply get in touch here with your proof of purchase to begin the process.

Our three-year global warranty does not apply to the following:

• Normal wear and tear
• Products purchased through an uncertified dealer of Method
• Dramatic temperature variations or exposure to unusual conditions
• Damage caused by our carriers
• Changes in surface finishes
• Improper use of your Method recycling bin

Need assistance after this three-year period? Contact us here and we will endeavour to help in the best way we can.

Our warranty is in addition to your statutory rights.

The Customer will be solely responsible for obtaining any necessary permits under and in compliance with all legislation, regulations, by-laws or rules having the force of law in connection with the installation operation and provision of the Goods.

The Customer will not be entitled to cancel an Order or return Goods other than as allowed pursuant to these Terms.

• The Customer acknowledges that these Terms constitute a security agreement which creates a security interest in favour of the Vendor in all Goods previously supplied by the Vendor to the Customer (if any).
• The Customer acknowledges and agrees that by making an Order the Customer grants a security interest (by virtue of Clause 15 of these Terms) to the Vendor in all Goods supplied by the Vendor to the Customer pursuant to that Order and any subsequent supplies of Goods to the Customer notwithstanding anything express or implied to the contrary contained in the Customer's purchase order and that such security interest may be a Purchase Money Security Interest as defined in the PPSA.
• The Customer grants to the Vendor a Security Interest in all of the Customer’s present and after-acquired property that the Vendor has performed services on or to or in which goods or materials supplied or financed by the Vendor have been attached or incorporated.
• The Customer undertakes:
  1. to sign any further documents and/or provide any further information (which information the Customer warrants to be complete, accurate and up-to-date in all respects) which the Vendor may reasonably require to enable registration of financing statements or financing change statements on the Personal Property Securities Register ("PPSR");
  2. not to register a financing change statement as defined in Section 10 of the PPSA or make a demand to alter a financing statement pursuant to Section 178 of the PPSA in respect of the Goods without the prior written consent of the Vendor;
  3. to give the Vendor not less than 14 days' prior written notice of any proposed change in the Customer's name and/or any other changes in the Customer's details (including but not limited to changes in the Customer's address, facsimile number, email address; trading name or business practice);
  4. to pay all costs incurred by the Vendor in registering and maintaining any financing statement (including registering a financing change statement) on the PPSR and/or enforcing or attempting to enforce any security interest created by these Terms including executing subordination agreements;
  5. to be responsible for the full costs incurred by the Vendor (including actual legal fees and disbursements on a solicitor/client basis) in obtaining an order pursuant to Section 182 of the PPSA; and
  6. to waive any rights it may have under Sections 92, 93, 94, 95, 97, 132, 140, 134, 135 and 142 of the PPSA.
• Pursuant to Section 157 of the PPSA, unless otherwise agreed to in writing by the Vendor, the Customer waives the right to receive the verification statement in respect of any financing statement or financing change statement relating to the security interest.
• To the maximum extent permitted by law, the Customer waives its rights and, with the Vendor's agreement, contracts out of its rights under sections referred to in Sections 115(1)(a) to (r) of the PPSA.
• The Customer agrees that nothing in Sections 128, 130, 142 and 143 of the PPSA will apply to these Terms, and, with the Vendor's agreement, contracts out of such sections.
• The Customer and the Vendor agree that Section 123 of the PPSA is contracted out of in respect of particular Goods if and only for as long as the Vendor is not the secured party with priority over all other secured parties in respect of those Goods and Services.
• The Customer agrees that immediately on request by the Vendor the Customer will procure from any third parties such agreement and waivers (in addition to that referred to in Clause 17(c) of these terms) as the Vendor may at any time require to protect the Vendor's security position.

All payments will become immediately due to the Vendor and the Vendor may at its option suspend or terminate these Terms and/or exercise any of the remedies available to it under these Terms in the event that:

1. a receiver is appointed over any of the assets or undertaking of the Customer;
2. an application for the appointment of a liquidator is filed against the Customer which remains unsatisfied for a period of 10 days, or any of the conditions necessary to render the Customer liable to have a liquidator exist, or a liquidator is appointed;
3. the Customer goes into voluntary liquidation, amalgamates with another company or acquires its own shares in accordance with the Corporations Act;
4. the Customer suspends payments to its creditors or makes or attempts to make an arrangement or composition or scheme with its creditors; or
5. the Customer becomes insolvent as defined by Section 95A of the Corporations Act or is, becomes, or is presumed to be unable to pay its debts as they fall due as defined in Section 588G of the Corporation Act or commits any act of bankruptcy.

Notwithstanding that title in all Goods is retained by the Vendor, the Customer is authorised to sell the Goods in the ordinary course of business provided that the authority may be removed by written notice if the Vendor considers the credit of the Customer to be unsatisfactory or if the Customer is in default in the performance of its obligations to the Vendor and will be deemed automatically revoked if any of the events in Clause 22 occur.

1. Where Goods not already passed to the Customer are sold by the Customer in the ordinary course of business, the book debt created on the sale and the proceeds of sale when received will be held by the Customer for the Vendor in terms of Section 45 of the PPSA.
2. Where any proceeds of sale are placed in the Customer’s bank account the funds in the Customer’s bank account will be deemed to be held on trust for the Vendor to the extent of the proceeds of sale.
3. Where any payments are made from the Customer’s bank account otherwise than to the Vendor, payment will be deemed to have been made from all other funds in the Customer’s bank account and not from funds held on trust for the Vendor .
4. The obligation to hold funds in trust imposed by this Clause and the Vendor’s entitlements under the PPSA will continue for so long as the Vendor is unpaid for all Goods and Services supplied to the Customer.

Without prejudice to such other rights as the Vendor may have pursuant to these Terms, the Vendor reserves the right to request from the Customer such security as the Vendor may from time to time think desirable to secure to the Vendor all sums due to the Vendor and may refuse to supply further Goods to the Customer until such security is given.

• The Vendor’s liability to the Customer will be limited to the value of the Order supplied out of which any such liability arose.
• Where the Australian Consumer Law, The Sale of Goods Act 1908, the Fair Trading legislation of the various Australian jurisdictions and other statutes imply warranties or conditions or impose obligations upon the Vendor which cannot by law (or which can only to a limited extent by law) be excluded or modified, the Customer agrees:
  1. any such implied warranties, conditions or terms imposed on the Vendor including liability on the part of the Vendor will, where it is allowed, be excluded; or,
  2. if not able to be excluded is to only apply to the minimum extent required by the relevant statute.
• Except as otherwise provided above the Vendor will not be liable for any loss or damage of any kind whatsoever, arising from the supply of Goods by the Vendor to the Customer including consequential loss whether suffered or incurred by the Customer or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Goods provided by the Vendor to the Customer.
• The Customer will indemnify the Vendor against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this Clause whether caused or arising as a result of the negligence of the Vendor or otherwise, brought by any person in connection with any matter, act, omission, or error by the Vendor its agents or employees in connection with the Goods.

The Customer must satisfy itself that the Goods as ordered are fit and suitable for the purpose for which they are required. The Vendor makes no warranties or representation and expressly negates any implied or expressed condition that the Goods will be suitable for a particular purpose or use for which the Customer may use them. The Customer accepts all risk and responsibility for consequences arising from the use of the Goods whether singularly or in combination with other Goods.

1. Dimensions and specifications contained or referred to in any Order, catalogues, brochure or other publications maintained or issued by the Vendor are estimates only, and instead, the Customer warrants to the Vendor that before placement of each Order it has conducted and made all assessments, analysis, enquiries and measurements of the Goods as required by Clause 27.
2. Unless otherwise expressly agreed in writing, it is not a condition of these Terms or any Order that the Goods will correspond precisely with any dimensions and specifications recorded in an Order and customary tolerances or in the absence of customary tolerances, reasonable tolerances will be allowed.
   

If the Customer is a Company or Trust, the Director(s) or Trustee(s) accepting these Terms, in consideration for the Vendor agreeing to supply Goods and grant credit to the Customer at their request, also sign this contract in their personal capacity and jointly and severally personally guarantee as principal debtors to the Vendor the payment of any and all moneys now or hereafter owed by the Customer to the Vendor and indemnify the Vendor against loss or damage sustained by the Vendor by reason of non-payment by the Customer or failure to discharge or comply with any other of these terms and conditions. Any personal liability of a signatory hereto will not exclude the customer in any way whatsoever from the liabilities and obligations contained in these Terms. The signatories and the Customer will be jointly and severally liable under these Terms and for payment of all sums due hereunder.

1. The Customer will not assign all or any of its rights or obligations or any debt (or part thereof) under these Terms without the written consent of the Vendor.
2. The Vendor may also assign or sub-contract any part of the provision of the Goods which is to be performed under any contract.
3. In respect of any assignment by the Vendor pursuant to this Clause, the Assignee will be entitled to the full rights of the Vendor.

1. In the event of any dispute arising between the Vendor and the Customer, such dispute will in the first instance be referred to mediation for resolution.
2. In the event that resolution by mediation is not achieved to the satisfaction of both parties within 30 days of referral to mediation, either party may then take legal action to resolve the dispute.
3. Nothing in this Clause prevents the Vendor from taking legal action to enforce payment of any debt due, nor where required to seek interlocutory or injunctive relief.

• For the purposes of this Clause 32 the term “party” includes a director or trustee of the Customer where such director or trustee is a signatory for the purposes of Clause 29.
• Any notice to be given pursuant to or for the purposes of these terms can be given to a party in person.
• Other means by which a notice pursuant to or for the purposes of these terms can be given include the following:
  1. by prepaid ordinary post to the address of a party herein appearing or otherwise notified to or known by the Sender for this purpose;
  2. by facsimile or electronic mail transmission to the fax number or email address of the recipient herein appearing or otherwise notified to or known by the Sender for this purpose.
• A notice given by prepaid ordinary post will be deemed to be given four clear Business Days subsequent to the day on which it is posted.
• A notice given by facsimile transmission is deemed given at the time indicated by a printed report from the sender’s machine which indicates the date and time of a successful and complete transmission to the recipient’s facsimile number.
• A notice given by electronic transmission is deemed given at the time indicated by a written report from the sender’s computer or other device which indicates the date and date of a successful and complete transmission to the other party’s email address.

If any provision of these Terms is invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions will not be affected, prejudiced or impaired.

1. The Vendor may at any time refuse an order by the Customer or decline to approve any application by the Customer for any reason whatsoever.
2. The existence of an account by the Customer with the Vendor does not automatically entitle the Customer to credit in the future.
3. Failure by the Vendor to enforce any of the terms and conditions contained in these Terms will not be deemed to be a waiver of any of the rights or obligations the Vendor has under these Terms.
4. The Vendor may from time to time by written notice to the Customer amend, add to or repeal the trading conditions covered by these Terms or may substitute any fresh trading conditions and such amendment, addition or substitute trading conditions will be binding on the Customer fourteen days after the date of delivery of the notice.
5. Any replacement or amended trading conditions will not apply in relation to Goods sold by the Vendor to the Purchaser before the replacement or amended terms take effect.

Neither the Vendor nor the Customer will be liable to the other for any breach of these Terms by any extraordinary occurrences which are beyond the reasonable control of the party in question.

The Customer irrevocably agrees that:

1. the personal information provided, obtained and retained by the Vendor about the Customer will be held and used for the provision of Goods to the Customer;
2. the Vendor may provide any personal information to any third party where compelled to do so by law, and to lawfully obtain any information concerning the Customer from any other source for the purpose of the ongoing availability to the Customer of these terms and conditions;
3. they must notify the Vendor of any changes in circumstances that may affect the accuracy of the information provided by the Customer to the Vendor. If the Customer is a natural person the Customer has the right of access to and correction of any personal information held by the Vendor.

Where the Customer has provided the Vendor with an email address for communication purposes:

1. the Customer agrees the transmission of notices and any other communications for the purposes of these Terms and Conditions constitutes a valid service for the purposes of Clause 32;
2. the Vendor and the Customer agree unless otherwise expressly provided by these Terms and Conditions the provisions of the Electronic Communications Act, 2000 (South Australia) apply to electronic communications between them; and
3. the Vendor and the Customer each agree to comply with the requirements of the Electronic Communications Act 2000 (South Australia) in the transmission and receipt of electronic communications.

These Terms constitute the entire agreement and supersede and extinguish all prior agreements and understandings between the Vendor and the Customer.

If there is inconsistency between these Terms and any order submitted by the Customer or any other arrangement between the Vendor and Customer, these Terms prevail unless otherwise agreed in writing by the parties.

These Terms will be interpreted in accordance with and governed by the laws of South Australia, and the Customer agrees:

• 40.1 to irrevocably submit to the non-exclusive jurisdiction of the Courts of South Australia and the Courts of the Commonwealth of Australia; and
• 40.2 South Australia is the forum conveniens.