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1.1 These Conditions of Sale (“Conditions”) apply to all quotations, offers and purchase orders made or accepted by igus Australia Pty Ltd ABN 77 684 214 855 (“Company”) and to deliveries of all goods manufactured or supplied by the Company (“Products”) to any person, firm or company which enters into an agreement with the Company (“Customer”).
1.2 So far as applicable, these Conditions also apply to the provision of any services including advice accompanying the supply of, or provided in relation to, Products (“Services”) and, where the context allows, any reference to the supply of Products includes the provision of such Services.
1.3 These Conditions (which can only be waived or varied in writing by the Company) will prevail over all conditions of the Customer to the extent of any inconsistency.
2.1 In these Conditions:
“ACL” means Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth);
“Confidential Information” means any proprietary or confidential documents, knowledge and information, prices, specifications, business and trade secrets, formulas and know-how, prices, production method, samples, models, drawings, data standard sheets, manuscripts and other technical and business documentation supplied or made known to the Customer, or other information in any form concerning the Company and its related entities worldwide;
"Consequential Loss" means any:
(i) loss of profits;
(ii) loss of revenue;
(iii) loss of production;
(iv) loss or denial of opportunity;
(v) loss of or damage to goodwill;
(vi) loss of business reputation, future reputation or publicity;
(vii) loss of use;
(viii) loss of interest;
(ix) losses arising from claims by third parties;
(x) loss of or damage to credit rating;
(xi) loss of anticipated savings; and
(xii) loss of contract, whether direct, indirect or consequential;
“Consumer Guarantees" has the meaning given to the term in clause 13.1 of these Conditions;
"Force Majeure Event” means any cause whatsoever that is beyond the Company’s control including but not limited to delays caused by suppliers, epidemic, pandemic, disease or public health alert, Act of God; war; civil disturbance; requisitioning governmental restrictions, prohibitions or enactments of any kind; import or export regulations; strikes; lock-outs or other industrial disputes (whether involving its own employees or those of any other person); difficulties in obtaining workmen or materials; breakdown of machinery; fires; or accident;
“GST” means the goods and services tax or similar value added tax levied or imposed in Australia under the GST Act and includes any replacement or subsequent similar tax;
“GST Act” means A New Tax System (Goods and Services Tax) Act 1999 (Cth);
"Loss" means any losses, liabilities, damages, costs, charges or expenses (including lawyer's fees and expenses on a full indemnity basis) whether direct or indirect (including Consequential Loss), fines and penalties;
“Taxable Supply” and “Tax Invoice” have the same meaning as in the GST Act;
“Intellectual Property” means all intellectual property rights of the Company and its related bodies corporate (including, without limitation, all copyright, designs, trade marks and patents) of any nature in any samples, cost estimates, sketches, inventions, designs, works, discoveries, trade secrets, know-how, computer software, Confidential Information (including in electronic form) and subject matter other than works, any application or right to apply for registration of such rights;
"PPSA" means the Personal Property Securities Act 2009 (Cth); and
"Security Interest" shall have the meaning as defined under the PPSA.
3.1 An order submitted or placed by a prospective customer (“Order”) shall not be binding on the Company unless and until the Company has given written acknowledgement of its acceptance on terms which include these Conditions (“Order Confirmation”).
The Company reserves the right not to accept an Order, including where the prospective customer has exceeded its credit limit or has on an earlier occasion breached these Conditions. If Products are supplied without an Order Confirmation, the applicable invoice shall be deemed to constitute the Order Confirmation.
3.2 Each supply which the Company makes in response to an Order Confirmation will be regarded as a separate contract for sale which is subject to these Conditions (“Contract”).
3.3 Unless previously withdrawn, all quotations by the Company Quotation for the supply of Products or Services are binding and valid for 30 days from the date of the quotation or such other period as stated in that quotation. Quotations do not constitute a contractual offer by the Company.
3.4 If the Customer places the Order subject to finance, the Company will not be obliged to procure or supply the Product until the Customer has provided written evidence to the Company’s reasonable satisfaction that such finance will be provided to the Customer.
4.1 Unless otherwise agreed by the parties, any information published by the Company which explains or describes the Products, including photographs, designs, technical specifications, data relative to dimensions and weights, is indicative only and the Company is not responsible for any inaccuracies contained therein. This clause does not affect any rights which the Customer might have under the ACL.
4.2 The Company reserves its right to change the Products at any time. Where the Company changes or discontinues Products which are subject to a Contract, the Company will inform the Customer and provide the Customer with revised or updated Products which have the same or equal functionality and performance as stated in the Order Confirmation.
4.3 The Customer must use the Products at all times:
(a) in accordance with any instructions or user manuals provided by the Company;
(b) in an operating environment that meets any requirements specified by the Company, and is otherwise appropriate for the Product; and in a manner that complies with all applicable laws and regulations
5.1 Products are supplied in accordance with any specification in force at the time of the Company and the Customer entering the Contract (“Specification”). Any Specifications as shown on the Order Confirmation are deemed to be checked and accepted by the Customer. Any additions and alterations made to a Specification by the Company at the request of the Customer shall be subject to an additional charge as specified by the Company, if such additions and alterations increase the costs for the Company of manufacturing and supplying the Products.
5.2 The Customer is solely responsible and must itself examine and test the Products at its cost, to ensure they are fit or suitable for the Customer’s purposes. Subject to the ACL, the Company accepts no liability for the fitness or suitability of the Products for the Customer’s particular purposes.
6.1 The prices of the Products are the prices which have been notified in writing by the Company to the Customer (“Prices”).
6.2 Unless otherwise specified by the Company in writing, all prices are:
(a) quoted EX WORKS (INCOTERMS 2020) the Company’s warehouse, factory or depot as stated on the Order Confirmation ("Place of Delivery"); and
(b) exclusive of GST, all packaging, freight costs, insurance, import charges, including customs duties, imposts and levies relating to the import, supply or use of the Products.
6.3 Unless otherwise agreed by the Company in writing, payment is due in full due in full within 30 days of the date of the invoice (“Payment Date”).
6.4 If the Customer defaults in the payment of any money due to the Company pursuant to these Conditions on the Payment Date, then in addition to any other rights which may be conferred upon the Company by law or equity, the Company will be entitled to be paid interest by the Customer on such money at the rate prescribed in Rule 36.7 of the Uniform Civil Procedure Rules 2005 (NSW) from the date of such default until full payment to the Company.
6.5 If payment is not made in accordance with clause 6.3, or if at any time the credit standing of the Customer, in the opinion of the Company, is at risk or has been impaired, the Company may refuse delivery of any Products ordered until alternative arrangements as to payment or credit in terms satisfactory to the Company have been agreed.
6.6 If GST is imposed on a Taxable Supply made by the Company to the Customer under or in connection with these Conditions, the Price of the Taxable Supply shall be equal to the GST-exclusive consideration that the Customer must pay to the Company for the Taxable Supply under these Conditions increased by an amount (the GST Amount) equal to the amount of GST payable on that Taxable Supply and the GST Amount is, subject to the Company issuing a Tax Invoice to the Customer, payable at the same time and in the same manner as the consideration to which it relates.
6.7 The Customer may not withhold or set off any payment or make deductions from any amount owing to the Company without the Company’s prior written consent.
7.1 A notice of cancellation or variation of an Order after such Order has been accepted by the Company by Order Confirmation must be submitted by the Customer in writing and is only effective upon the written approval by the Company, whereby such approval can be withheld by the Company in its discretion.
7.2 When a Customer gives written notice of cancellation or variation and the Company approves such a request in accordance with clause 7.1, without prejudice to its other rights, the Company reserves the right to charge for all Products and Services it has performed up to the date of cancellation or, if the work is substantially complete or the Products were made to order or are otherwise not immediately available for sale to another customer at an equivalent price, to charge for a pro rata portion of the price set out in the applicable Order Confirmation in addition to any other costs the Company incurs on the Customer’s behalf.
7.3 When an Order is cancelled in accordance with this clause 7, the Company may charge the Customer for each cancelled Order a fee comprising storage costs, loss of value of the Product, as well as seek reimbursement from the Customer for any costs which the Company is charged by third parties as a result of the Order being cancelled.
8.1 Unless the Company otherwise agrees in writing, delivery of Products shall be deemed to be made if, and at the time when, the Products are made available to the Customer (or its agents) for collection at the Place of Delivery. The Customer shall be responsible for collection of the Products at the Place of Delivery.
8.2 Stated delivery times are no more than an estimate by the Company and shall not be binding upon the Company. The Company will not be liable for any Loss resulting partly or wholly from late delivery, unless the late delivery is caused by the Company.
8.3 The Customer must take delivery of the Products ordered by it from the Company in accordance with the Contract. Unless otherwise agreed by the Company in writing, the Customer must arrange pick up from the Place of Delivery as stated in the Contract within 72 hours after the Company advises the Customer that the Products are ready for collection. If the Customer fails to arrange pick up within that timeframe, the Company may charge the Customer reasonable storage charges payable monthly on demand.
8.4 If the quantity of Products delivered does not correspond with the quantity stated in an Order Confirmation, the Customer shall only be liable to pay for the quantity delivered in the case of short-delivery and for the price stated in the Order Confirmation in the case of over-delivery (subject in the latter case to the Customer permitting the Company to collect the surplus Products).
8.5 Any surplus Products delivered shall remain the property of the Company and the Customer shall take all necessary precautions for the safe custody and protection of such surplus Products until the time of their removal by the Company.
8.6 Subject to any right which the Customer may have under the ACL, the Customer shall not return any Products to the Company without its prior written consent.
8.7 Unless otherwise agreed by the Company in writing:
(a) The Customer must inspect the Products within a reasonable time after delivery
(b) Where the Customer believes that there has been damage to or loss of the Products during transport, the Customer must note in writing any such damage or loss at the time of delivery on the delivery documents of the transport company.
(c) If the Customer believes that there is a defect in the products, the Customer must not on-sell or use the Products in a manufacturing process and must notify the Company in writing within 7 days after becoming aware of the defect.
9.1 No Right of Return Except as Provided Subject to any rights which the Customer may have under the ACL, the Customer has no automatic right to return Products, cancel an Order, or obtain a refund except as expressly permitted under these Conditions or agreed in writing by the Company.
9.2 Returns Authorisation (RMA) The Customer must not return any Products to the Company without the Company’s prior written consent. Where a return is approved: (a) the Company will issue a Return Merchandise Authorisation (RMA) number (b) Products returned without an RMA may be refused and returned at the Customer’s cost (c) all returned Products are subject to inspection by the Company
9.3 Change‑of‑Mind Returns: Any return requested for reasons other than a breach of a Consumer Guarantee is a change‑of‑mind return and is accepted solely at the Company’s discretion. Change‑of‑mind returns may only be approved where:
(a) the request is made within 30 days of delivery; and
(b) products are unused, undamaged, and fit for resale; and
(c) products are returned in appropriate packaging.
9.4 Non‑Returnable Products Without limitation, the following Products cannot be returned for change‑of‑mind:
(a) cables shorter than 50 metres;
(b) rails shorter than 2 metres;
(c) cut‑to‑length, custom‑made, modified or bespoke Products;
(d) specially imported or non‑standard Products;
(e) machined, assembled, Products.
(f) or 3D‑printed configured or application‑specific Products, including Products configured, selected, or assembled to Customer specifications (Configured Parts).
9.5 Cable‑Specific Return Conditions Where a change‑of‑mind return of cable Products is approved, the following conditions apply:
(a) standard stock – full drums: returnable (subject to inspection), 50% restocking fee.
(b) standard stock – off‑the‑shelf lengths: returnable.
(c) cut‑to‑length cables ≥ 50 metres: returnable at the Company’s discretion, 50% restocking fee
(d) Cut‑to‑length cables < 50 metres: not returnable
(e) Specially imported cables: not returnable Returned cable lengths will be re‑measured, and any damage, contamination, marking, or deformation may result in rejection.
9.6 Restocking Fees Approved change‑of‑mind returns may incur restocking fees to cover handling, inspection, and administration costs:
(a) Standard stocked Products: 50%;
(b) cable Products: 50% (as set out in clause 9.5);
(c) freight, courier, and delivery charges are non‑refundable.
9.7 Delivery Times and Delays The Customer acknowledges that: all stated delivery times are estimates only; and delivery delays may occur due to manufacturing constraints, supply chain issues, transport delays, or events outside the Company’s control.
Delivery delays alone do not entitle the Customer to:
(a) cancel an Order;
(b) refuse delivery;
(c) claim a refund; or
(d) claim damages or compensation.
9.8 Cancellation Due to Delivery Delay: An Order may only be cancelled due to delivery delay with the Company’s prior written consent. Where cancellation is approved:
the Company may recover all costs incurred up to the date of cancellation;
Products made to order, cut‑to‑length, or specially imported cannot be cancelled once procurement or production has commenced.
This clause does not limit any rights the Customer may have under the ACL where a delay constitutes a major failure.
9.9 Force Majeure: Nothing in this clause limits the operation of Clause 16 (Force Majeure). For the avoidance of doubt: where a Force Majeure Event delays delivery beyond one (1) month, the termination and refund rights set out in Clause 15.2 apply; and outside Clause 15.2, no refund is payable for delay alone.
9.10 Return Freight and Risk For approved change‑of‑mind returns: return freight is the Customer’s responsibility; risk remains with the Customer until the Products are received by the Company; and Products lost or damaged in transit may be rejected.
10.1 Deliveries by instalments during an agreed period (“Delivery Period”) must be agreed by the parties at the time the Order is accepted by the Company.
10.2 If the parties agree a specific quantity of Products is to be delivered by way of instalments during the Delivery Period, the Customer must make the individual requests for the delivery of each instalment of the Products at regular intervals during the term of the Delivery Period on the relevant dates agreed by the parties.
10.3 In the event that during a particular Delivery Period the Customer makes requests for less than the total amount of the Products ordered by the Customer with respect to that Delivery Period, the Company is no longer obliged to deliver the remaining Products.
10.4 Where the Customer fails to request or accept instalment deliveries in accordance with these Conditions, the Company may store the Products at the risk and cost of the Customer, and the Customer will be deemed to be in default of payment for the delivery.
10.5 Where Products are ordered for delivery by instalments, each instalment is deemed to be a separate order and a separate Contract performed by the Company upon delivery of that instalment
11.1 Whether or not expressly stated by the Company as being included in the Price of the Products, packaging cannot be returned by the Customer to the Company.
12.1 Unless otherwise agreed by the Company in writing, risk in the Products shall pass to the Customer when the Products are delivered.
12.2 Notwithstanding that risk passes to the Customer under clause 11.1, until full payment in cleared funds is received by the Company for all Products supplied by it to the Customer, as well as all other amounts owing to the Company by the Customer under any Contract:
(a) legal title and property in the Products shall remain with the Company and does not pass to the Customer,
(b) the Customer must store the Products separately and in such a manner and maintain any labelling and packaging of the Company, so that the Products are clearly and readily identifiable as the property of the Company,
(c) the Customer must not sell the Products except in the ordinary course of the Customer's business,
(d) the Customer holds and agrees to hold the proceeds of any sale, lease or other dealing with the Products for the Company in a separate bank account with a bank which does not (and will not in the future) provide finance to the Customer,
(e) in addition to any rights the Company may have under Chapter 4 of the PPSA, the Company may, at any time, demand the return of the Products and shall be entitled without notice to the Customer and without liability to the Customer, to enter any premises where it suspects the Products may be located in order to search for and remove the Products without committing a trespass, even though they may be attached or annexed to other goods or land not the property of the Company, and for this purpose the Customer irrevocably licenses the Company to enter such premises, undertakes that it will procure any necessary authority to enter from any relevant person and also indemnifies the Company from and against all Loss suffered or incurred by the Company as a result of exercising its rights under this subclause,
(b) the Customer acknowledges and warrants that the Company has a security interest (for the purposes of the PPSA) in the Products and any proceeds and the Customer must do anything reasonably required by the Company to ensure that such security interest is enforceable, perfected and otherwise effective and has the priority required by the Company which, unless the Company agrees in writing otherwise, is first priority.
12.3 Until such time as Ownership in the Products passes to the Customer, the Customer shall:
(a) be in a fiduciary relationship with the Company;
(b) keep, and provide the Company at any time on reasonable request, proper and complete stock records covering the receipt, identification, storage, location, sale and movement of the Products; and
(c) keep the Products, at its own cost, insured against such risks as a prudent owner of the Products would insure at their full cost price, with a reputable insurance company.
12.4 Notwithstanding clauses 11.2 and 11.3 the Customer is entitled until notified by the Company or until the happening of any of the events set out in clause 11.7 to, if the Customer is a retailer, sell the Products in the normal course of its business, in which case the proceeds of resale must be held in trust for the Company in a separate account.
12.5 The Company is entitled at any time while any debt remains outstanding by the Customer to notify the Customer of its intention to take possession of the Products and for this purpose the Customer irrevocably authorises and licenses the Company and its servants and agents to enter upon the land and buildings of the Customer with all necessary equipment to take possession of the Products.
12.6 On receipt of notice from the Company or on the happening of any of the events set out in clause 11.7, the following applies:
a) the Customer’s authority to sell or otherwise deal with the Products as set out in clause 11.4 is withdrawn;
b) all amounts owed by the Customer to the Company become immediately due and payable;
c) the Company may withhold delivering further Products and all invoices issued by the Company to the Customer become due and payable immediately; and
d) the Customer must immediately deliver to the Company all Products which are in the Ownership of the Company.
12.7 The Customer shall give immediate notice to the Company of:
(a) the Customer becomes insolvent under administration as defined in Section 9 of the Corporations Act 2001;
(b) any step is taken (including without limitation, any application made, proceedings commenced, or resolution passed or proposed in a notice of meeting) for the winding up or dissolution of the Customer or for the appointment of an administrator, receiver, receiver and manager or liquidator to the party or any of its assets;
(c) the Customer resolves to enter into or enters into a scheme of arrangement or composition with, or assignment for the benefit of all or any class of its creditors or proposes a reorganisation, moratorium or other administration involving any of them;
(d) the Customer becomes unable to pay its debts when they fall due, resolves to wind itself up or otherwise dissolve of itself;
(e) proceedings are commenced to make the Customer bankrupt or the Customer becomes bankrupt;
(f) an event analogous to any of those set out in clauses 11.7(a) to 11.7(e) occurs.
13.1 The Customer acknowledges and agrees that it grants the Company a Security Interest in the Products and their proceeds by virtue of the Company’s retention of title pursuant to clause 11.
13.2 The Customer undertakes to:
a) do all things necessary and provide the Company on request all information the Company requires to register a financing statement or financing change statement on the Personal Property Securities Register (“PPSR”); and
b) not to change its name in any form or other details on the PPSR without first notifying the Company.
13.3 The Customer waives its rights to receive a verification statement in respect of any financing statement or financing change statement in respect of the Security Interest created by these Conditions.
13.4 To the maximum extent permitted by law, the Customer waives any rights it may have pursuant to, and the parties contract out of, the following sections of the PPSA:
(a) section 95 (notice of removal of accession);
(b) section 123(2) (notice of seizure);
(c) section 125 (obligation to dispose of or retain collateral);
(d) section 129(2) (notice of disposal by purchase);
(e) section 130 (notice of disposal);
(f) section 132(3)(d) (contents of statement of account after disposal);
(g) section 132(4) (statement of account if no disposal)
(h) section 135 (notice of retention);
(i) section 142 (redemption of collateral); and
13.5 The Customer appoints the Company as its attorney to sign in the Customer’s name all documents which the Company considers necessary to enforce or protect its rights and powers under these Conditions and to perfect, preserve, maintain, protect or otherwise give full effect, under the PPSA and related regulations, to these Conditions and the Security Interest created by these Conditions.
13.6 The Customer will reimburse the Company for any fees payable by the Company in relation to the registration of the Security Interest created by these Conditions, including registration fees and maintenance fees.
13.7 These Conditions create a Security Interest in all Products which the Company has supplied to the Customer and all Products which the Company supplies to the Customer in the future. Initial registration of a financing statement by the Company in respect of the Customer under the PPSA covers Security Interests in Products supplied now or subsequently under these Conditions.
13.8 Unless otherwise defined in these Conditions, the terms and expressions used in this clause 12 have the meanings given to them, or by virtue of, the PPSA.
14.1 For the purposes of these Conditions, a Consumer Guarantee means a right or guarantee that the Customer may have under the ACL or other rights in relation to the supply of goods or services (such terms as implied into a contract) that cannot be lawfully excluded.
14.2 Subject to clause 14.3, the Company's liability in respect of any breach of or a failure to comply with any Consumer Guarantee is limited to the following:
(a) in the case of Products, to
(i) the replacement the Products or the supply of equivalent products;
(ii) the repair of the Products; (iii) the payment of the cost of replacing the Products or of acquiring equivalent products; or
(iv) the payment of the cost of having the Products repaired.
(b) in the case of Services, to
(i) to the re-supply of the Services; or
(ii) the payment of the cost of having the Services supplied again.
14.3 The Company's liability in respect of a breach of or a failure to comply with a Consumer Guarantee will not be limited in the way set out in clause 14.2 if:
(a) the Products or Services supplied are products or services 'of a kind ordinarily acquired for personal, domestic or household use or consumption', as that expression is used in section 64A of the ACL;
(b) it is not 'fair or reasonable' for the Company to rely on such limitation in accordance with section 64A(3) of the ACL; or
(c) the relevant Consumer Guarantee is a guarantee pursuant to sections 51, 52 or 53 of the ACL.
14.4 Nothing in these Conditions excludes, restricts or modifies the application of the ACL and any rights which the Customer may have thereunder.
15.1 Subject always to the Company’s liability under ACL and the extent that liability cannot be legally limited or excluded:
(a) the Company’s total aggregate liability arising out of or in connection with the Contract of which these Conditions form part, shall be limited to the price paid by the Customer for the Products and Services under the Contract per event and in aggregate; and
(b) the Company shall under no circumstances be liable for Consequential Loss whether or not such Loss was foreseeable.
16.1 The Company shall not be liable for any Loss or damage caused by delay in the performance or non-performance of any of its obligations under a Contract occasioned by a Force Majeure Event. If a Force Majeure Event occurs, the Company may vary, cancel or suspend any Order Confirmation or Contract of which these Conditions form part without incurring any liability for any such Loss or damage.
16.2 Where delivery is delayed as a result of a Force Majeure Event, the agreed delivery times will be extended as appropriate. If delivery is impossible or unreasonable as a result of a Force Majeure Event, the Company will no longer be obliged to effect delivery. Where the delay in delivery caused by a Force Majeure Event exceeds one (1) month, the Company and the Customer have the right to terminate the part of the Contract to which the delay relates and the Company will refund any payments which the Customer has already made to the Company in respect of the terminated part of the Contract to which the delay relates.
17.1 The Company for and on behalf of itself, its related bodies corporate and licensors reserves ownership in any Intellectual Property, relating to the quotations, specifications, technical drawings, price lists, tender documentation and Products (including any associated software) (“Protected Items”). Nothing in these Conditions operates or is intended to deny the Company or its related bodies corporate, or confer on the Customer, the Intellectual Property or any other intellectual property rights in the Protected Items
17.2 The Customer must not use or make the Protected Items available to third parties without the prior written consent of the Company.
17.3 The Customer must only use the Protected Items and any associated Intellectual Property in accordance with the terms of the Contract.
17.4 The Customer must not use, reproduce or copy any software associated with the Product, without the prior written consent of the Company.
17.5 If the Customer becomes aware of any actual, threatened or suspected infringement of the Intellectual Property, the Customer must inform the Company promptly of the actual, threatened or suspected infringement.
17.6 The Customer shall indemnify the Company for and in respect of claims by any third party in relation to Products where such claims arise from, or can be attributed to, the special requirements or specifications of the Customer.
18.1 It is the responsibility of the Customer at its own costs to:
(a) observe any applicable laws in Australia in regard to the use and storage of the Products;
(b) apply for and obtain all necessary licences, permits or other authorisations required by the local law in relation to the use of the Products and to inform the Company of any licences, permits or other authorisations which the Customer obtains under this clause.
18.2 The Company is not obliged to perform any of its obligations under any contract of which these Conditions form part, including delivery, unless and until the Customer has complied with clause 18.1.
18.3 The Customer agrees that it releases, discharges and holds harmless the Company (including the Company’s employees, officers and agents) with respect to all claims, actions, suits, demands, costs, penalties, damages and expenses (including legal expenses on a solicitor client basis) which the Company has or may have as a result of the Customer not having complied with its obligations under clause 18.1.
19.1 All Confidential Information is and will remain the exclusive property of the party which provided it (Provider).
19.2 The party receiving the Confidential Information (Recipient) must not, except as required by law or by the Provider directly or indirectly communicate any Confidential Information to any person without the prior written consent of the Provider, and must at all times use its best endeavours to prevent the use or disclosure of any Confidential Information by third parties.
19.3 Each party will impose the same obligation as set out under clause 18.2 on its employees and contractors who are involved in the performance of the Contract.
The Customer acknowledges that the Customer’s personal information as defined under the Privacy Act 1988 (Cth) (“Act”) is likely to be disclosed to recipients located in Germany, China and Singapore, being the locations of the patent company of the Company and the parent's other subsidiaries. The Customer expressly consents by to the Company disclosing the Customer’s personal information to third parties located outside Australia whereby a) the Company will not be accountable under the Act, b) the Customer will not be able to seek redress under the Act, c) the overseas recipient may not be subject to any privacy obligations or to any principles similar to the Australian Privacy Principles, d) the Customer may not be able to seek redress in the overseas jurisdiction; and e) the overseas recipient may be subject to a foreign law that could compel the disclosure of personal information to a third party, such as an overseas authority.
The agreement of which these Conditions form part is personal to the parties and may only be assigned by a party with the prior written and informed consent of the other party.
No neglect, delay or indulgence on the part of the Company in enforcing these Conditions shall prejudice the rights of a party or be construed as a waiver of any such rights.
If any one or part of these Conditions is illegal, invalid or unenforceable it shall be read down so far as necessary to give it a valid and enforceable operation or, if that is not possible, it shall be severed from these Conditions, but in any event the remaining Conditions and any other provisions of the agreement of which these Conditions form part shall remain in full force and effect.
Subject to any rights which the Customer may have under the ACL, in relation to the subject matter of these Conditions, these Conditions supersede all oral and written communications by or on behalf of any of the parties. Any amendments to these Conditions or a Contract must be agreed by the parties in writing.
25.1 If a difference or dispute (“Dispute”) between the Company and the Customer arises in connection with the subject matter of a contract of which these Conditions form part, then either party may give the other a written notice of Dispute adequately identifying and providing details of the Dispute.
25.2 Within 10 business days after receiving a notice of Dispute, the parties must confer at least once to resolve the Dispute or to agree on methods of doing so. At every such conference each party must be represented by a person having authority to agree to such resolution of methods. All aspects of every such conference except the fact of occurrence shall be privileged.
25.3 If the Dispute is not resolved within 20 business days of service of the notice of Dispute, either party may refer that Dispute to mediation administered by the Australian Commercial Dispute Resolution Centre (“ADC”).
25.4The mediation shall be conducted in accordance with the ADC Guidelines for Commercial mediation which are operating at the time the matter is referred to the ADC. The Guidelines set out the procedures to be adopted, the process of selection of the mediator and the costs involved. The terms of the Guidelines are hereby deemed incorporated into this Agreement.
25.5 This clause shall survive termination of any contract of which these Conditions form part
The Conditions and any Contract of which they form part are governed by and must be construed in accordance with the laws which apply in the State of New South Wales and the parties submit to the non-exclusive jurisdiction of that State. The United Nations Convention on Contracts for the International Sale of Goods (CISG) do not apply to these Conditions or any Contracts.