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"):
________
Of the Following address:
________
AND THE BUYER(S) (hereinafter "Buyer"):
________
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:
"ACL" means the Australian Consumer Law which is contained in the Competition and Consumer Act 2010 (Commonwealth).
"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 ________
"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 A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth) or any other applicable law.
"Party" means either the Buyer or the Seller.
"Parties" means the Buyer and the Seller collectively.
"Purchase Price" means the following amount: $________ (________).
"Seller" means ________
(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 (except as required by law), regarding the condition of the Good. Seller expressly disclaims any implied warranties of merchantability or of fitness for a particular purpose.
(10) 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.
(11) 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.
(12) LIMITATION OF LIABILITY:
(a) The Buyer may have certain rights under the Australian Consumer Law ("ACL"), or under other similar or related consumer protection laws.
(b) The ACL may give the Buyer certain rights, warranties, guarantees and remedies regarding the provision of goods or services by the Seller, which cannot be excluded, modified or restricted by the Seller ("Statutory Rights").
(c) The Seller's liability to the Buyer is governed solely by the ACL and by this Agreement. To the maximum extent permitted by law, and except as otherwise expressly provided in this Agreement, the Seller excludes all conditions and warranties implied by custom, law or statute, except for the Buyer's Statutory Rights, and the Seller expressly disclaims all warranties of any kind including but not limited to implied warranties that the Good is fit for a particular purpose.
(d) The Buyer hereby agrees that the Buyer is solely responsible for evaluating the Good and for determining whether the Good is fit for the Buyer's purpose.
(e) The Buyer hereby agrees that the Seller is not liable for any direct, indirect, consequential or incidental loss or damage which may result from the Buyer's use of the Good. For the sake of clarity, in no event will the Seller be liable for any consequential, indirect, incidental or special damages of any kind including any damages for loss of revenue, profits, interruption of business, or loss of data, even if the possibility of such loss was made known to the Seller.
(f) When the Buyer's Statutory Rights apply, to the maximum extent possible, the Seller's liability in respect of any claim is limited to, at the Seller's option:
(I) A repair of the Good; or
(II) A replacement of the Good; or
(III) A refund of the Purchase Price paid by the Buyer.
(g) The Seller's failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
(h) This clause will survive the termination or expiration of this Agreement.
(13) 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:
(I) supplied by the Seller to the Buyer in connection with the Good, or
(II) 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
(III) 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.
(14) 55825885588:
52 55582822 22 522 22525 582528 2552 552 822 252 82 2588 825222222, 82 282525 25522 52255828 82 828 28882528228 52525 2588 825222222 ("8225582822 25522"), 252 22525 25522 852 225282522 2588 825222222 82 252885822 8582222 222882 22 252 8225582822 25522.
(15) NOTICES:
(a) 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:
________
(b) 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:
________
(c) 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.
(16) 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.
(17) WARRANTIES REGARDING LEGAL ADVICE:
(a) Each Party, (which for the purposes of this clause shall be referred to as the "Warranting Party" as the context requires) hereby respectively warrants:
(I) that the Warranting Party fully understands the terms of this Agreement.
(II) that the Warranting Party has had the opportunity to obtain independent legal advice in relation to the matters addressed by this Agreement and the Warranting Party has either:
(A) taken such independent legal advice; or
(B) elected not to take such independent legal advice.
(III) that the Warranting Party has not been induced to enter this Agreement by any representation(s) made by the other Party or by any officer, employee, director, agent, contractor, assignee, successor or other representative of the other Party, except as provided in this Agreement.
(b) This clause will survive the termination or expiration of this Agreement.
(18) 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) 555588852558: 52 522 252888822 25 2252 22 2588 825222222 88 5285 22 82 5222225825882, 2522 2588 825222222 8888 82 522225 5222525 22 252 252222 228288552 22 522525 252 225258882 5222225825882 252888822, 525 252 5282 22 252 825222222, 85885 525 22225825882. 52 5 82552 52888228 22 52225 2588 825222222 58 25288525 525282, 252 8285885822 25 5222225825888822 22 522 252888822 22 2588 825222222 85588 222 522282 252 85885822 25 22225825888822 22 252 522582822 22528 525 2528888228, 85885 85588 82 22225825 58 82 252 222225822 2252 25 252888822 555 222 8222 82885525 82 2588 825222222.
(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 ________
Executed by ________ in accordance with s127 of the Corporations Act 2001 (Cth) by:
___________________________________
Signature of first director
____________________________________
Name of first director
____________________________________
Signature of second director
____________________________________
Name of second director
Executed by ________ in accordance with s127 of the Corporations Act 2001 (Cth) by:
___________________________________
Signature of first director
____________________________________
Name of first director
____________________________________
Signature of second director
____________________________________
Name of second director
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"):
________
Of the Following address:
________
AND THE BUYER(S) (hereinafter "Buyer"):
________
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:
"ACL" means the Australian Consumer Law which is contained in the Competition and Consumer Act 2010 (Commonwealth).
"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 ________
"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 A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth) or any other applicable law.
"Party" means either the Buyer or the Seller.
"Parties" means the Buyer and the Seller collectively.
"Purchase Price" means the following amount: $________ (________).
"Seller" means ________
(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 (except as required by law), regarding the condition of the Good. Seller expressly disclaims any implied warranties of merchantability or of fitness for a particular purpose.
(10) 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.
(11) 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.
(12) LIMITATION OF LIABILITY:
(a) The Buyer may have certain rights under the Australian Consumer Law ("ACL"), or under other similar or related consumer protection laws.
(b) The ACL may give the Buyer certain rights, warranties, guarantees and remedies regarding the provision of goods or services by the Seller, which cannot be excluded, modified or restricted by the Seller ("Statutory Rights").
(c) The Seller's liability to the Buyer is governed solely by the ACL and by this Agreement. To the maximum extent permitted by law, and except as otherwise expressly provided in this Agreement, the Seller excludes all conditions and warranties implied by custom, law or statute, except for the Buyer's Statutory Rights, and the Seller expressly disclaims all warranties of any kind including but not limited to implied warranties that the Good is fit for a particular purpose.
(d) The Buyer hereby agrees that the Buyer is solely responsible for evaluating the Good and for determining whether the Good is fit for the Buyer's purpose.
(e) The Buyer hereby agrees that the Seller is not liable for any direct, indirect, consequential or incidental loss or damage which may result from the Buyer's use of the Good. For the sake of clarity, in no event will the Seller be liable for any consequential, indirect, incidental or special damages of any kind including any damages for loss of revenue, profits, interruption of business, or loss of data, even if the possibility of such loss was made known to the Seller.
(f) When the Buyer's Statutory Rights apply, to the maximum extent possible, the Seller's liability in respect of any claim is limited to, at the Seller's option:
(I) A repair of the Good; or
(II) A replacement of the Good; or
(III) A refund of the Purchase Price paid by the Buyer.
(g) The Seller's failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
(h) This clause will survive the termination or expiration of this Agreement.
(13) 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:
(I) supplied by the Seller to the Buyer in connection with the Good, or
(II) 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
(III) 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.
(14) 55825885588:
52 55582822 22 522 22525 582528 2552 552 822 252 82 2588 825222222, 82 282525 25522 52255828 82 828 28882528228 52525 2588 825222222 ("8225582822 25522"), 252 22525 25522 852 225282522 2588 825222222 82 252885822 8582222 222882 22 252 8225582822 25522.
(15) NOTICES:
(a) 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:
________
(b) 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:
________
(c) 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.
(16) 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.
(17) WARRANTIES REGARDING LEGAL ADVICE:
(a) Each Party, (which for the purposes of this clause shall be referred to as the "Warranting Party" as the context requires) hereby respectively warrants:
(I) that the Warranting Party fully understands the terms of this Agreement.
(II) that the Warranting Party has had the opportunity to obtain independent legal advice in relation to the matters addressed by this Agreement and the Warranting Party has either:
(A) taken such independent legal advice; or
(B) elected not to take such independent legal advice.
(III) that the Warranting Party has not been induced to enter this Agreement by any representation(s) made by the other Party or by any officer, employee, director, agent, contractor, assignee, successor or other representative of the other Party, except as provided in this Agreement.
(b) This clause will survive the termination or expiration of this Agreement.
(18) 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.
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(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 ________
Executed by ________ in accordance with s127 of the Corporations Act 2001 (Cth) by:
___________________________________
Signature of first director
____________________________________
Name of first director
____________________________________
Signature of second director
____________________________________
Name of second director
Executed by ________ in accordance with s127 of the Corporations Act 2001 (Cth) by:
___________________________________
Signature of first director
____________________________________
Name of first director
____________________________________
Signature of second director
____________________________________
Name of second director
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