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Contract for Sale of Goods

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Select the option which provides the closest description of what is being sold. This agreement is only designed for use in relation to selling goods. It is not for use in relation to selling real estate, selling a business, or selling a vehicle. We have a number of other templates available, including some which relate to real estate, as well as a specific Business Sale Agreement and a Vehicle Sale Agreement so please check our other documents. We are also regularly adding to our database, so if the appropriate document is not available, please check back again soon.

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SALE OF GOODS AGREEMENT

New South Wales

This Sale of Goods Agreement, hereinafter referred to as "Agreement," is entered into and made effective this ________ by and between the following parties:



BETWEEN THE SELLER(S) (hereinafter "Seller"):

________ (ACN ________)

Of the Following address:

________


AND THE BUYER(S) (hereinafter "Buyer"):

________ (ACN ________)

Of the following address:

________


RECITALS:

WHEREAS, Seller wishes to offer for sale a certain Good, as defined below;

WHEREAS, Buyer wishes to buy such Good from Seller;

NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agree as follows:



(1) DEFINITIONS:

In this Agreement, the following definitions apply:

"Agreement" means this agreement.

"Business Day" means a day which is not a Saturday, Sunday, public holiday or bank holiday in New South Wales.

"Buyer" means ________ (ACN ________)

"Delivery Date" means ________.

"Good" means ________

"Goods and Services Tax" means Goods and Services Tax imposed on a supply of goods or services in Australia, pursuant to the GST Law.

"GST Law" means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth).

"Party"
means either the Buyer or the Seller.

"Parties" means the Buyer and the Seller collectively.

"Purchase Price" means the following amount: $________ (________)

"Seller" means ________ (ACN ________)


(2) INTERPRETATION:

In this Agreement, unless the context otherwise requires, the following rules of interpretation shall apply:

(a) Words referring to one gender include every other gender.

(b) Words referring to a singular number include the plural, and words referring to a plural include the singular.

(c) If a word or phrase is defined in this Agreement then any grammatical variations of that word or phrase have a corresponding meaning.

(d) Words referring to a person or persons include firms, corporations, associations, partnerships, joint ventures, authorities, government bodies, organisations and other legal entities, and vice versa.

(e) Any reference to time is a reference to time in New South Wales.

(f) In the event that something must be done under this Agreement on or before a particular date, if that date falls on a day which is not a business day, then that thing must be done on or before the next business day.

(g) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

(h) Headings and titles are included in this Agreement for convenience only and shall not affect the interpretation of this Agreement.

(i) Each Party must, at its own expense, take all reasonable steps and do all that is reasonably necessary to give full effect to this Agreement and the events contemplated by it.

(j) A reference to legislation or any part or provision of that legislation includes any subordinate legislation, any amended legislation, and any substituted legislation issued under that legislation.

(k) A reference to an agreement or document is a reference to that agreement or document as amended, replaced, supplemented or novated from time to time.

(l) A reference to a Party also includes that Party's successors, assigns, legal personal representatives and/or any person that is substituted by way of novation.

(m) Any reference to money or currency, unless otherwise specified, is a reference to Australian dollars.


(3) SALE:

Seller hereby agrees to sell, and Buyer agrees to buy, the following (the "Good"):

________


(4) PRICE:

(a) For the sale of the Good Buyer agrees to pay and Seller agrees to accept the following amount: $________ (________) (the "Purchase Price").

(b) The Seller and the Buyer each acknowledge the sufficiency of the Purchase Price as consideration.

(c) The Purchase Price is inclusive of Goods and Services Tax, insurance, freight costs and import charges (such as customs duties or levies) and all other taxes (except for stamp duty).


(5) DEPOSIT:

(a) A deposit is payable in the following amount: $________ (________) ("Deposit"). The Deposit will be due on ________.

(b) The Deposit is not refundable.

(c) The balance of the Purchase Price is payable in accordance with the "Invoicing & Payment" clause below.


(6) INVOICING & PAYMENT:

(a) The following method(s) of payment are acceptable for payment of the Purchase Price:

________

(b) The balance Purchase Price will be due to the Seller immediately upon receipt of the Good.

(c) In the event that payment of the Purchase Price is late, Seller has the option to consider Buyer in breach and terminate this Agreement and charge the following late fee:

________

(d) The Seller must provide to the Buyer a valid tax invoice, in compliance with any requirements which the Australian Taxation Office may impose from time to time.


(7) DELIVERY:

(a) The Good will be delivered to the Buyer on or before ________.

(b) If the Good is not delivered by ________, the Seller shall be liable to Buyer for the following late charge:

________

(c) The Good will be delivered to Buyer's address, as listed at the head of this Agreement.


(8) TIME FOR DELIVERY:

Time shall be of the essence for delivery of the Good and if delivery is not made as outlined within this Agreement, Seller shall be in breach of the Agreement.


(9) SOLD "AS IS":

Buyer and Seller each agree that the Good is being sold "as is", without any warranty of any kind, either express or implied, regarding the condition of the the Good. Seller expressly disclaims any implied warranties of merchantability or of fitness for a particular purpose.

(10) INSPECTION:

(a) Upon receiving the Good Buyer will make a full investigation, inspection and/or examination of the Good.

(b) In the event that Buyer considers that the Good has been damaged prior to delivery, Buyer must notify Seller of such damage, within the following time period of Buyer having received the Good ("the Inspection Time"): ________

(c) In the event that the Good has actually been damaged prior to delivery, and Buyer has notified Seller of such damage (and provided evidence of such damage) within the Inspection Time, then Seller may, at Seller's cost, repair or replace the Good or provide a refund.

(d) In the event that the Good have actually been damaged prior to delivery, but Buyer does not notify Seller of such damage within the Inspection Time, then Seller will not be obliged to repair or replace the Good or provide a refund.


(11) RISK OF LOSS:

Risk of loss for the Good will transfer from the Seller to the Buyer when Buyer receives ownership of the Good through a duly executed bill of sale or when Buyer takes physical possession of the Good.


(12) TITLE:

(a) Title to the Good will remain with the Seller until the full Purchase Price is received and Buyer is in actual physical possession of the Good or until Seller delivers a duly executed bill of sale to the Buyer.

(b) On or before the Delivery Date, Seller will provide to Buyer duly executed versions of any and all documents or forms as are required in order to transfer title in the Good free of any encumbrances or adverse interests whatsoever.


(13) WARRANTIES:

(a) Seller hereby warrants to the Buyer:

(I) that there are no legal restrictions preventing Seller from entering this Agreement;

(II) that Seller is the sole legal and beneficial owner of the Good.

(III) that Seller is duly authorised to enter into this Agreement.

(IV) that
the Good is free of any encumbrances or adverse interests whatsoever (whether legal, equitable or otherwise).

(V) that on or before the Delivery Date, Seller will provide to Buyer duly executed versions of any and all documents or forms as are required in order to transfer title in the Good free of any encumbrances or adverse interests whatsoever.

(b) This clause will survive the termination or expiration of this Agreement.


(14) LIMITATION OF LIABILITY:

(a) In no event will Seller's liability exceed the Purchase Price paid by the Buyer for any cause of action or future claim. Buyer hereby acknowledges and agrees that Seller is not liable for any special, indirect, consequential or punitive damages, including but not limited to lost profits and/or loss of business, arising out of or relating to this Agreement in any way.

(b) To the maximum extent permitted by law, and except as otherwise expressly provided in this Agreement, Seller hereby disclaims any and all warranties of quality, whether express or implied, including but not limited to any warranties of merchantability and fitness for a particular purpose. Buyer acknowledges that it is relying solely on its own investigations, inspections and/or examinations and has not been induced by the Seller or any of Seller's agents or representatives making any statements as to the quality or condition of the Good.

(c) This clause will survive the termination or expiration of this Agreement.


(15) CONFIDENTIALITY AND INTELLECTUAL PROPERTY:

(a) For the purpose of this clause, "Intellectual Property" may include but is not limited to:

any and all inventions, patents, utility models, design rights, copyright, know how, trade secrets, trade marks, trade names, confidential information, service marks and goodwill subsisting in, resulting from or relating to the Good, or any documents, drawings, specifications and/or patterns relating thereto either:

(a) supplied by the Seller to the Buyer in connection with the Good, or

(b) supplied by the Seller to the Buyer or disclosed to or obtained by the Buyer pursuant to or as a result of this Agreement, or

(c) resulting from the Good, unless otherwise expressly agreed by the Seller in writing.

(b) The Buyer shall not, under any circumstances acquire any right in or to any Intellectual Property.

(c) The Seller shall have the right to apply any trade marks, trade names and/or service marks to the Good. The Buyer acknowledges that no rights are granted to the Buyer by the use by the Buyer of such trade marks, trade names and/or service marks. The Buyer shall not deface, remove or obliterate any trade marks, trade names or logos applied by the Seller on or in relation to the Good.

(d) If the Buyer shall in any way acquire any such rights in any Intellectual Property then the Buyer shall immediately inform the Seller and shall forthwith take such steps as may be required by the Seller to assign such rights or vest such title in the Seller.

(e) The Parties each respectively acknowledge and agree that unless otherwise expressly agreed between the Parties, the terms of this Agreement, and the fact that this Agreement exists, are confidential.

(f) The Buyer shall keep confidential and not use, without the prior written consent of the Seller, all or any information including without limit, that information supplied by the Seller to the Buyer or disclosed to or obtained by the Buyer pursuant to or as a result of this Agreement, and shall not divulge the same to any third party except to the extent that any such information is or becomes public through no fault of the Buyer, or disclosure of the same is required by law or by any other governmental or other regulatory body.

(g) This clause will survive the termination or expiration of this Agreement.


(16) FAAFFABFFDA:

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(17) NOTICES:

(d) Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will be deemed validly given to the Seller if delivered to the following address:

________

(e) Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will be deemed validly given to the Buyer if delivered to the following address:

________

(f) Either Party ("the Nominating Party") may nominate another address ("the New Address") by notifying the other Party in writing of the New Address. Any notice demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will, after nomination of the New Address, be deemed validly given if delivered to the Nominating Party at the New Address.


(18) WRITTEN COMMUNICATION:

In relation to any correspondence or notification which is required under this Agreement to be provided in writing from one Party to the other Party:

(a) such notice is properly given if given to the other Party:

(I) by email to an email address that the other Party has nominated, acknowledged or used in connection with the Services or this Agreement.

(II) by facsimile to a facsimile address which the other party has nominated, acknowledged or used in connection with the Services or this Agreement.

(III) by post to a postal address the other party has nominated, acknowledged or used in connection with the Services or this Agreement.

(b) such notice is taken to be received:

(I) if sent by email, when the email becomes capable of being retrieved by the recipient at the relevant email address.

(II) if sent by facsimile, at the time shown of correct and complete transmission to the recipient's facsimile number by the sending machine.

(III) if sent by prepaid post within Australia, five (5) days after the date of posting.

(IV) if sent by prepaid post to or from an address outside Australia, twenty one (21) days after the date of posting.


(19) GENERAL PROVISIONS:

(a) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of New South Wales and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within New South Wales.

(b) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

(c) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party except with the other Party's prior written consent.

(d) AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.

(e) RIGHTS, REMEDIES AND POWERS: Unless expressly provided in this Agreement, any rights, remedies or powers which a Party acquires under this Agreement are cumulative and apply in addition to any rights, remedies or powers which that Party may otherwise have. Unless expressly provided in this Agreement, nothing in this Agreement shall in any way reduce, extinguish, postpone or otherwise limit any right, remedy or power which that Party may have.

(f) SURVIVAL OF OBLIGATIONS: At the termination or expiration of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination or expiration shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination and/or expiration.

(g) NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.

(h) BAEAABCFEFFA: Fb cbp dfcefafcb cf fafa cb fafa Bdfaaaabf fa aafb fc aa bbabbcfaacafa, faab fafa Bdfaaaabf afff aa baaaab caabbab fc faa aafabf baaaaacfp fc fabbaf faa cfaafafaa bbabbcfaacafa dfcefafcb, cbb faa faaf cb faa Bdfaaaabf, ecffb cbb abbcfaacafa. Fb c acbff baaffbaa fc caabb fafa Bdfaaaabf ca dfcefbab aafafb, faa fbecffbffp cf bbabbcfaacaffffp cb cbp dfcefafcb cb fafa Bdfaaaabf aacff bcf cbbaaf faa ecffbffp cf abbcfaacaffffp cb faa faacfbfbd fafaa cbb dfcefafcba, aafaa aacff aa abbcfaab ca fb faa cbbabbfbd fafa cf dfcefafcb acb bcf aaab fbafbbab fb fafa Bdfaaaabf.

(i) ENTIRE AGREEMENT: In relation to the subject matter of this Agreement, this Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.

(j) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.

(k) FURTHER ACTS: Each Party must, and must ensure that its employees, agents and representatives, do all things and sign, execute and deliver all documents, agreements and instruments as reasonably required in order to give effect to this Agreement and to the rights and obligations of the Parties created under this Agreement.

(l) FORCE MAJEURE/EXCUSE: Neither Party is liable to the other for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances. Seller is not liable for any delivery delay or non-performance caused by labor or transportation disputes or shortage, material delays, or delays or non-performance caused by any of Seller's suppliers. If Seller is unable to perform for any reason within 30 (thirty) days after the expected date of delivery, Seller may terminate this Agreement in full and provide a complete and total refund to Buyer of any fees paid.

EXECUTED AS AN AGREEMENT THIS ________



Signed for and on behalf of ________ (ACN ________) in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by being signed by ________ and ________, two of its directors:



..................................................
________, Director



..................................................
________, Director



Signed for and on behalf of ________ (ACN ________) in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by being signed by ________ and ________ two of its directors:



..................................................
________, Director



..................................................
________, Director

See your document in progress

SALE OF GOODS AGREEMENT

New South Wales

This Sale of Goods Agreement, hereinafter referred to as "Agreement," is entered into and made effective this ________ by and between the following parties:



BETWEEN THE SELLER(S) (hereinafter "Seller"):

________ (ACN ________)

Of the Following address:

________


AND THE BUYER(S) (hereinafter "Buyer"):

________ (ACN ________)

Of the following address:

________


RECITALS:

WHEREAS, Seller wishes to offer for sale a certain Good, as defined below;

WHEREAS, Buyer wishes to buy such Good from Seller;

NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agree as follows:



(1) DEFINITIONS:

In this Agreement, the following definitions apply:

"Agreement" means this agreement.

"Business Day" means a day which is not a Saturday, Sunday, public holiday or bank holiday in New South Wales.

"Buyer" means ________ (ACN ________)

"Delivery Date" means ________.

"Good" means ________

"Goods and Services Tax" means Goods and Services Tax imposed on a supply of goods or services in Australia, pursuant to the GST Law.

"GST Law" means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth).

"Party"
means either the Buyer or the Seller.

"Parties" means the Buyer and the Seller collectively.

"Purchase Price" means the following amount: $________ (________)

"Seller" means ________ (ACN ________)


(2) INTERPRETATION:

In this Agreement, unless the context otherwise requires, the following rules of interpretation shall apply:

(a) Words referring to one gender include every other gender.

(b) Words referring to a singular number include the plural, and words referring to a plural include the singular.

(c) If a word or phrase is defined in this Agreement then any grammatical variations of that word or phrase have a corresponding meaning.

(d) Words referring to a person or persons include firms, corporations, associations, partnerships, joint ventures, authorities, government bodies, organisations and other legal entities, and vice versa.

(e) Any reference to time is a reference to time in New South Wales.

(f) In the event that something must be done under this Agreement on or before a particular date, if that date falls on a day which is not a business day, then that thing must be done on or before the next business day.

(g) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

(h) Headings and titles are included in this Agreement for convenience only and shall not affect the interpretation of this Agreement.

(i) Each Party must, at its own expense, take all reasonable steps and do all that is reasonably necessary to give full effect to this Agreement and the events contemplated by it.

(j) A reference to legislation or any part or provision of that legislation includes any subordinate legislation, any amended legislation, and any substituted legislation issued under that legislation.

(k) A reference to an agreement or document is a reference to that agreement or document as amended, replaced, supplemented or novated from time to time.

(l) A reference to a Party also includes that Party's successors, assigns, legal personal representatives and/or any person that is substituted by way of novation.

(m) Any reference to money or currency, unless otherwise specified, is a reference to Australian dollars.


(3) SALE:

Seller hereby agrees to sell, and Buyer agrees to buy, the following (the "Good"):

________


(4) PRICE:

(a) For the sale of the Good Buyer agrees to pay and Seller agrees to accept the following amount: $________ (________) (the "Purchase Price").

(b) The Seller and the Buyer each acknowledge the sufficiency of the Purchase Price as consideration.

(c) The Purchase Price is inclusive of Goods and Services Tax, insurance, freight costs and import charges (such as customs duties or levies) and all other taxes (except for stamp duty).


(5) DEPOSIT:

(a) A deposit is payable in the following amount: $________ (________) ("Deposit"). The Deposit will be due on ________.

(b) The Deposit is not refundable.

(c) The balance of the Purchase Price is payable in accordance with the "Invoicing & Payment" clause below.


(6) INVOICING & PAYMENT:

(a) The following method(s) of payment are acceptable for payment of the Purchase Price:

________

(b) The balance Purchase Price will be due to the Seller immediately upon receipt of the Good.

(c) In the event that payment of the Purchase Price is late, Seller has the option to consider Buyer in breach and terminate this Agreement and charge the following late fee:

________

(d) The Seller must provide to the Buyer a valid tax invoice, in compliance with any requirements which the Australian Taxation Office may impose from time to time.


(7) DELIVERY:

(a) The Good will be delivered to the Buyer on or before ________.

(b) If the Good is not delivered by ________, the Seller shall be liable to Buyer for the following late charge:

________

(c) The Good will be delivered to Buyer's address, as listed at the head of this Agreement.


(8) TIME FOR DELIVERY:

Time shall be of the essence for delivery of the Good and if delivery is not made as outlined within this Agreement, Seller shall be in breach of the Agreement.


(9) SOLD "AS IS":

Buyer and Seller each agree that the Good is being sold "as is", without any warranty of any kind, either express or implied, regarding the condition of the the Good. Seller expressly disclaims any implied warranties of merchantability or of fitness for a particular purpose.

(10) INSPECTION:

(a) Upon receiving the Good Buyer will make a full investigation, inspection and/or examination of the Good.

(b) In the event that Buyer considers that the Good has been damaged prior to delivery, Buyer must notify Seller of such damage, within the following time period of Buyer having received the Good ("the Inspection Time"): ________

(c) In the event that the Good has actually been damaged prior to delivery, and Buyer has notified Seller of such damage (and provided evidence of such damage) within the Inspection Time, then Seller may, at Seller's cost, repair or replace the Good or provide a refund.

(d) In the event that the Good have actually been damaged prior to delivery, but Buyer does not notify Seller of such damage within the Inspection Time, then Seller will not be obliged to repair or replace the Good or provide a refund.


(11) RISK OF LOSS:

Risk of loss for the Good will transfer from the Seller to the Buyer when Buyer receives ownership of the Good through a duly executed bill of sale or when Buyer takes physical possession of the Good.


(12) TITLE:

(a) Title to the Good will remain with the Seller until the full Purchase Price is received and Buyer is in actual physical possession of the Good or until Seller delivers a duly executed bill of sale to the Buyer.

(b) On or before the Delivery Date, Seller will provide to Buyer duly executed versions of any and all documents or forms as are required in order to transfer title in the Good free of any encumbrances or adverse interests whatsoever.


(13) WARRANTIES:

(a) Seller hereby warrants to the Buyer:

(I) that there are no legal restrictions preventing Seller from entering this Agreement;

(II) that Seller is the sole legal and beneficial owner of the Good.

(III) that Seller is duly authorised to enter into this Agreement.

(IV) that
the Good is free of any encumbrances or adverse interests whatsoever (whether legal, equitable or otherwise).

(V) that on or before the Delivery Date, Seller will provide to Buyer duly executed versions of any and all documents or forms as are required in order to transfer title in the Good free of any encumbrances or adverse interests whatsoever.

(b) This clause will survive the termination or expiration of this Agreement.


(14) LIMITATION OF LIABILITY:

(a) In no event will Seller's liability exceed the Purchase Price paid by the Buyer for any cause of action or future claim. Buyer hereby acknowledges and agrees that Seller is not liable for any special, indirect, consequential or punitive damages, including but not limited to lost profits and/or loss of business, arising out of or relating to this Agreement in any way.

(b) To the maximum extent permitted by law, and except as otherwise expressly provided in this Agreement, Seller hereby disclaims any and all warranties of quality, whether express or implied, including but not limited to any warranties of merchantability and fitness for a particular purpose. Buyer acknowledges that it is relying solely on its own investigations, inspections and/or examinations and has not been induced by the Seller or any of Seller's agents or representatives making any statements as to the quality or condition of the Good.

(c) This clause will survive the termination or expiration of this Agreement.


(15) CONFIDENTIALITY AND INTELLECTUAL PROPERTY:

(a) For the purpose of this clause, "Intellectual Property" may include but is not limited to:

any and all inventions, patents, utility models, design rights, copyright, know how, trade secrets, trade marks, trade names, confidential information, service marks and goodwill subsisting in, resulting from or relating to the Good, or any documents, drawings, specifications and/or patterns relating thereto either:

(a) supplied by the Seller to the Buyer in connection with the Good, or

(b) supplied by the Seller to the Buyer or disclosed to or obtained by the Buyer pursuant to or as a result of this Agreement, or

(c) resulting from the Good, unless otherwise expressly agreed by the Seller in writing.

(b) The Buyer shall not, under any circumstances acquire any right in or to any Intellectual Property.

(c) The Seller shall have the right to apply any trade marks, trade names and/or service marks to the Good. The Buyer acknowledges that no rights are granted to the Buyer by the use by the Buyer of such trade marks, trade names and/or service marks. The Buyer shall not deface, remove or obliterate any trade marks, trade names or logos applied by the Seller on or in relation to the Good.

(d) If the Buyer shall in any way acquire any such rights in any Intellectual Property then the Buyer shall immediately inform the Seller and shall forthwith take such steps as may be required by the Seller to assign such rights or vest such title in the Seller.

(e) The Parties each respectively acknowledge and agree that unless otherwise expressly agreed between the Parties, the terms of this Agreement, and the fact that this Agreement exists, are confidential.

(f) The Buyer shall keep confidential and not use, without the prior written consent of the Seller, all or any information including without limit, that information supplied by the Seller to the Buyer or disclosed to or obtained by the Buyer pursuant to or as a result of this Agreement, and shall not divulge the same to any third party except to the extent that any such information is or becomes public through no fault of the Buyer, or disclosure of the same is required by law or by any other governmental or other regulatory body.

(g) This clause will survive the termination or expiration of this Agreement.


(16) FAAFFABFFDA:

Fb cbbfffcb fc cbp cfaaf ffdafa facf cfa aaf cbf fb fafa Bdfaaaabf, fb affaaf Bcffp babcbffa fb ffa caffdcffcba bbbaf fafa Bdfaaaabf ("Eabcbfffbd Bcffp"), faa cfaaf Bcffp acb fafafbcfa fafa Bdfaaaabf ap dfcefbfbd affffab bcffaa fc faa Eabcbfffbd Bcffp.

(17) NOTICES:

(d) Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will be deemed validly given to the Seller if delivered to the following address:

________

(e) Any notice, demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will be deemed validly given to the Buyer if delivered to the following address:

________

(f) Either Party ("the Nominating Party") may nominate another address ("the New Address") by notifying the other Party in writing of the New Address. Any notice demand, request or other correspondence in relation to this Agreement, which is required or permitted to be given in writing will, after nomination of the New Address, be deemed validly given if delivered to the Nominating Party at the New Address.


(18) WRITTEN COMMUNICATION:

In relation to any correspondence or notification which is required under this Agreement to be provided in writing from one Party to the other Party:

(a) such notice is properly given if given to the other Party:

(I) by email to an email address that the other Party has nominated, acknowledged or used in connection with the Services or this Agreement.

(II) by facsimile to a facsimile address which the other party has nominated, acknowledged or used in connection with the Services or this Agreement.

(III) by post to a postal address the other party has nominated, acknowledged or used in connection with the Services or this Agreement.

(b) such notice is taken to be received:

(I) if sent by email, when the email becomes capable of being retrieved by the recipient at the relevant email address.

(II) if sent by facsimile, at the time shown of correct and complete transmission to the recipient's facsimile number by the sending machine.

(III) if sent by prepaid post within Australia, five (5) days after the date of posting.

(IV) if sent by prepaid post to or from an address outside Australia, twenty one (21) days after the date of posting.


(19) GENERAL PROVISIONS:

(a) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of New South Wales and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within New South Wales.

(b) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.

(c) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party except with the other Party's prior written consent.

(d) AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.

(e) RIGHTS, REMEDIES AND POWERS: Unless expressly provided in this Agreement, any rights, remedies or powers which a Party acquires under this Agreement are cumulative and apply in addition to any rights, remedies or powers which that Party may otherwise have. Unless expressly provided in this Agreement, nothing in this Agreement shall in any way reduce, extinguish, postpone or otherwise limit any right, remedy or power which that Party may have.

(f) SURVIVAL OF OBLIGATIONS: At the termination or expiration of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination or expiration shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination and/or expiration.

(g) NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.

(h) BAEAABCFEFFA: Fb cbp dfcefafcb cf fafa cb fafa Bdfaaaabf fa aafb fc aa bbabbcfaacafa, faab fafa Bdfaaaabf afff aa baaaab caabbab fc faa aafabf baaaaacfp fc fabbaf faa cfaafafaa bbabbcfaacafa dfcefafcb, cbb faa faaf cb faa Bdfaaaabf, ecffb cbb abbcfaacafa. Fb c acbff baaffbaa fc caabb fafa Bdfaaaabf ca dfcefbab aafafb, faa fbecffbffp cf bbabbcfaacaffffp cb cbp dfcefafcb cb fafa Bdfaaaabf aacff bcf cbbaaf faa ecffbffp cf abbcfaacaffffp cb faa faacfbfbd fafaa cbb dfcefafcba, aafaa aacff aa abbcfaab ca fb faa cbbabbfbd fafa cf dfcefafcb acb bcf aaab fbafbbab fb fafa Bdfaaaabf.

(i) ENTIRE AGREEMENT: In relation to the subject matter of this Agreement, this Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.

(j) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.

(k) FURTHER ACTS: Each Party must, and must ensure that its employees, agents and representatives, do all things and sign, execute and deliver all documents, agreements and instruments as reasonably required in order to give effect to this Agreement and to the rights and obligations of the Parties created under this Agreement.

(l) FORCE MAJEURE/EXCUSE: Neither Party is liable to the other for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances. Seller is not liable for any delivery delay or non-performance caused by labor or transportation disputes or shortage, material delays, or delays or non-performance caused by any of Seller's suppliers. If Seller is unable to perform for any reason within 30 (thirty) days after the expected date of delivery, Seller may terminate this Agreement in full and provide a complete and total refund to Buyer of any fees paid.

EXECUTED AS AN AGREEMENT THIS ________



Signed for and on behalf of ________ (ACN ________) in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by being signed by ________ and ________, two of its directors:



..................................................
________, Director



..................................................
________, Director



Signed for and on behalf of ________ (ACN ________) in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by being signed by ________ and ________ two of its directors:



..................................................
________, Director



..................................................
________, Director