General Purchase terms & Conditions

Purchase Terms and Conditions Your Reformer's General Conditions for Supply of Goods

1. The Contract and precedence of documents

1.1 Nature of these General Conditions

• U Be Fit Pty Ltd ACN 129 190 450 as trustee for the Stallworthy Business Trust trading as Your Reformer (the Supplier) may change these General Conditions from time to time by uploading a new version of these General Conditions on the Supplier's website, together with the date on and from which the General Conditions are effective.
• It is the Purchaser's obligation to check the Supplier's website or ask the Supplier to provide a copy of the most up to date General Conditions at the time the Purchaser enters into any new Contract. By entering into a Contract after the date upon which the new General Conditions become effective, the Purchaser accepts and is bound by the General Conditions in effect at that time.
• After entry into a Contract, no amendment or variation of the Contract is valid or binding on a Party unless made in writing and signed by both Parties (the General Conditions in effect at the time of Contract will apply and bind).

1.2 Contract

The Contract consists of the following documents:

• the Order;
• the Special Conditions (if any);
• these General Conditions; and
• any other document which is attached to, or incorporated by reference in, the Contract (provided that documents incorporated by reference have been provided or made available to, and accepted by, the Supplier),
• and is binding on the parties on the Execution Date.

1.3 Precedence of Contract documents

• If there is any conflict or inconsistency between the documents constituting the Contract, unless otherwise provided, the documents will rank in order of precedence in accordance with the order in which they are listed in clause 1.2.

1.4 Entire agreement

• The Contract contains the entire agreement between the Purchaser and the Supplier with respect to its subject matter and supersedes all prior communications and negotiations between the Purchaser and the Supplier in this regard.
• No terms or conditions submitted by either Party that are in addition to, different from or inconsistent with those contained in the Contract are binding upon either Party unless specifically and expressly agreed to in a writing signed by duly authorised representatives of both Parties.
• The Purchaser agrees that the Contract in all circumstances prevails over the Purchaser's terms and conditions of purchase or supply (if any).
• The United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) (CISG) is excluded.

2. Definitions

In these General Conditions (and the Contract) the following terms have the meanings set out below:

Business Day means a day on which banks are open for business in Victoria, Australia.

Claim means any claim, cause of action, notice, demand, action, proceeding, litigation, investigation, judgement, however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort (including negligence), statute or otherwise and whether involving a third party or a Party to this Deed.

Contract is defined in clause 1.2.

Contract Price is defined in clause 8(a).

Corporations Act means the Corporations Act 2001 (Cth).

Delivery Location means the address that the Purchaser specifies for delivery of the Goods in the Order.

Delivery Price is defined in clause 8(b).

Execution Date means the date specified as such in the Order agreed by the Supplier or in the absence of such the date on which the Supplier accepts the Purchaser's offer to buy the Goods.

General Conditions means these Supplier's General Conditions for Supply of Goods.

Goods mean the goods, materials, supplies, equipment or other items being purchased by the Purchaser from Your Reformer including any identified in the Order.

Government Agency means any government or governmental, semi‑governmental, administrative, municipal, fiscal or judicial body, department, commission, authority, tribunal, agency or entity in any state, country or other jurisdiction, including any stock exchange and other selfregulatory organisation established under Law.

Insolvent means the happening of any of the following events:

• being bankrupt or committing an act of bankruptcy; or
• a Party is, or states that it is, unable to pay all of its debts as and when they become due and payable, or it has failed to comply with a statutory demand as provided in section 459F(1) of the Corporations Act; or
• an order is made for the winding up or dissolution, or a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution, (other than for the purposes of reconstruction or amalgamation the terms of which have previously been approved in writing by Purchaser), and the order is not set aside or the resolution is not withdrawn (as applicable) within 30 days; or
• an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the laws of any relevant jurisdiction is appointed or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within 14 days; or
• a controller (as defined in the Corporations Act) is appointed in respect of any property of the Party; or
• the Party is deregistered under the Corporations Act; or
• the Party enters into, or takes any action to enter into, an arrangement (including a scheme of arrangement or deed of company arrangement), composition or compromise with, or assignment for the benefit of, all or any class of its creditors or members or a moratorium involving any of them (other than for the purposes of reconstruction or amalgamation the terms of which have previously been approved in writing by the other Party); or
• the Party disposes of the whole or any part of the Party's assets, operations or business other than in the ordinary course of business; or
• the Party ceases, or threatens to cease, carrying on its business; or
• anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs in respect of the Party.

Law means:

• the law in Victoria, Australia;
• any law or legal requirement, including at common law, in equity, under any statute, rule, regulation, proclamation, order in council, ordinance, bylaw, interim development order, planning scheme or environmental planning scheme whether commonwealth, state, territorial or local;
• any decision, rule, ruling, binding order, interpretative decision, directive, guideline, request or requirement of any Government Agency.

Liabilities means liabilities, losses, damages, costs and expenses of any kind and however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort (including negligence), statute or otherwise including where arising under any Claim.

Non Excludable Guarantee has the meaning given in clause 13.3.

Order means a document that specifies the details of the Goods to be purchased and will include details of the particular Good or Goods, price, delivery address, purchaser details, and Payment Terms.

Party means a party to the Contract.

Payment Terms has the meaning specified or reference in the Order or if not identified in the Order as advised by the Supplier to the Purchaser in writing.

PPS Act has the meaning given in clause 12.1.

Purchaser Group means Purchaser and any Related Body Corporate of Purchaser.

Related Body Corporate has the meaning given in the Corporations Act 2001 (Cth).

Security Interest means a security interest as described in the PPS Act.

Specifications mean the written specifications for the Goods as approved and issued by the Supplier and any variation of those specifications made in accordance with the Contract as provided in the Order.

Special Conditions means the special conditions identified in the Order or if not identified in the Order such conditions as advised by the Supplier to the Purchaser in writing as being Special Conditions.

Sub‑contractor means any person engaged by the Supplier to perform all or any part of the Supply on behalf of the Supplier.

Supply means the supply of Goods in accordance with the Contract.

Supplier means U Be Fit Pty Ltd ACN 129 190 450 as trustee for the Stallworthy Business Trust trading as Your Reformer.

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3. Interpretation

Unless expressed to the contrary, in the Contract:

• words in the singular include the plural and vice versa;
• any gender includes the other genders
• if a word or phrase is defined, its other grammatical forms have corresponding meanings; "includes" means includes without limitation;
• a right includes a benefit, remedy, discretion or power;
• time is to local time in Melbourne, Victoria;
• "$" or "dollars" is a reference to the Currency referred to in the Order (or Australian dollars if not referenced in the Order);
• this or any other document includes the document as novated, varied or replaced and despite any change in the identity of the Parties;
• writing includes:
• any mode of representing or reproducing words in tangible and permanently visible form, and includes fax transmissions; and
• words created or stored in any electronic medium and retrievable in perceivable form;
• a clause, schedule or annexure is a reference to a clause, schedule or annexure, as the case may be, of the Contract;
• if the date on or by which any act must be done under the Contract is not a Business Day, the act must be done on or by the next Business Day;
• if any act is done after 5pm on the specified day, it is taken to have been done on the following Business Day;
• any agreement, representation, warranty or indemnity by two or more Parties (including where two or more persons are included in the same defined term) binds them jointly and severally; and
• any agreement, representation, warranty or indemnity in favour of two or more Parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally.

4. Supply of goods

The Supplier will Supply under the terms of the Contract and in consideration of the payment of the Contract Price by Purchaser.

5. Title and risk

5.1 Risk

• Unless the Supplier explicitly agrees in the Order to carry in the risk in the Goods up to the Delivery Location, the risk in the Goods passes to the Purchaser from the time the Goods are dispatched from the Supplier's premises (Dispatch Time).
• The Purchaser must ensure that the Goods are adequately insured from the Dispatch Time and otherwise accepts all risk of the Goods from that Dispatch Time.

5.2 Title in the Goods

• Subject to clause 5.2(b), title in and to the Goods will not pass to the Purchaser until the Supplier has received in full (in cash or cleared funds) all sums due to it in respect of the Goods.
• Nothing in these General Conditions:
• assigns or transfers any right or title to any intellectual property in the Goods to the Purchaser; or
• provides you with a licence to use any mark, name, logo, branding or merchandise for any reason (including that you must not use for promotion or advertising or any other commercial exploitation).

5.3 Before transfer of ownership

Until ownership of the Goods has passed to the Purchaser, the Purchaser will:

• have no right or claim to any interest in the Goods to secure any liquidated or unliquidated debt or obligation the Supplier owes to the Purchaser;
• not resell the Goods;
• not be able to claim any lien over the Goods;
• hold the Goods on a fiduciary basis as the Supplier's bailee and owes the Supplier the duties and liabilities of a bailee;
• store the Goods (at no cost to the Supplier) separately from all other goods of the Purchaser or any third party in such a way that they remain readily identifiable as the Supplier's property;
• not permit any security interest to be registered or any other encumbrance to be taken over the Goods;
• not deliver them or any document of title to the Goods to any person except as directed by the Supplier;
• not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
• maintain the Goods in satisfactory condition and keep them insured on the Supplier's behalf for their full price against all risks to the reasonable satisfaction of the Supplier. On request the Purchaser will produce the policy of insurance to the Supplier.

5.4 Use of Goods

The Purchaser must not use the Goods for any purpose other than the intended use of the Goods as we describe in our instructional materials.

5.5 Right to Possession

• The Purchaser's right to possession of the Goods will terminate immediately if:
• the Purchaser fails to make payment of any amounts due to the Supplier in respect of the Goods;
• the Purchaser becomes Insolvent or unable to pay its debts; commits an act of bankruptcy or is made bankrupt; assigns assets for the benefit of creditors generally; makes a composition or other arrangement with creditors; convenes a meeting of creditors (whether formal or informal); being a company, goes into liquidation, administration or receivership; any proceedings are commenced relating to the Insolvency or possible Insolvency of the Purchaser; ceases to trade; or if anything analogous to the foregoing occurs in relation to the Purchaser;
• the Purchaser fails to comply with any of its obligations under the Contract; or
• the Purchaser encumbers or in any way charges any of the Goods before title has passed to the Purchaser.

5.6 Recovery of Payment

The Supplier will be entitled to recover the Contract Price notwithstanding that title in and to the Goods has not passed from the Supplier.

5.7 Irrevocable Licence

In addition to any rights the Supplier may have under Chapter 4 of the PPS Act, the Supplier is entitled at any time until title in and to the Goods passes to the Purchaser to demand the return of the Goods and, except where the Purchaser is an Individual, is entitled without notice or liability to the Purchaser to enter (or have its representatives enter) any premises occupied by the Purchaser in order to search for and remove the Goods. The Purchaser and its representatives must provide all reasonable assistance to the Supplier and its representatives for this purpose. If there is any inconsistency between the Supplier's rights under this clause 5.7 and its rights under Chapter 4 of the PPS Act, this clause 5.7 prevails to the extent of the inconsistency.

6. Delivery

6.1 Date of Delivery

• Any dates specified by the Supplier for delivery of the Goods are intended to be an estimate and time for delivery will not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time (if you have pre-ordered, delivery will be within a reasonable time of the delivery date given as part of the pre-order).
• Where instructed, the Supplier may leave the Goods at the Delivery Location:
• it is the Purchaser's responsibility to ensure that the location can be accessed safely and the Goods once delivered will be secure;
• risk in the Goods will pass to the Purchaser; and
• the Goods will be deemed to have been delivered.

6.2 Liability for Failure to Deliver

Subject to the other provisions of these General Conditions, the Supplier will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss) or loss which does not naturally arise, costs, damages, charges or expenses caused directly or indirectly when keeping or using the Goods, or any delay in the delivery of the Goods (even if caused by the Supplier's negligence), nor will any delay entitle the Purchaser to terminate or rescind the Contract unless such delay exceeds 120 days and in that event, termination and refund of the Contract Price paid to the Supplier in respect of any undelivered Goods will be the sole remedy of the Purchaser.

6.3 Failure to Accept Delivery

If for any reason the Purchaser fails to accept delivery of any of the Goods at the Delivery Address when they are ready for delivery, or the Supplier is unable to deliver the Goods to the Delivery Location because the Purchaser has not provided appropriate instructions, documents, licences or authorisations, the Purchaser must pay for the cost of redelivery and reasonable storage costs for the Goods until redelivery is actioned.

6.4 Equipment and Labour

Except for where we explicitly agree to provide delivery into the home or premises and you pay the charges for such a service, the Purchaser will provide at the Delivery Location and at its own expense adequate and appropriate equipment and manual labour for unloading and receiving the Goods (and will be responsible for the Goods at and from the Delivery Location).

7. Nondelivery

7.1 Quantity of Goods

The quantity of any consignment of Goods as recorded by the Supplier on despatch from the Supplier's place of business will be conclusive evidence of the quantity received by the Purchaser on delivery unless the Purchaser can provide conclusive evidence proving the contrary.

7.2 Replacement of Goods

Any Liability of the Supplier for nondelivery of Goods to the Delivery Location will be limited to replacing the Goods within a reasonable time or refunding any money paid for such Goods at the Supplier's option.

8. Contract Price and Delivery Price

Each of the:

• Contract Price; and
• Delivery Fee,

means the amount payable by the Purchaser to the Supplier in relation to the Supply as set out in the Order, or as otherwise notified by the Supplier to the Purchaser in writing, but exclusive of any GST which the Purchaser must pay in addition, as applicable under relevant laws, when it is due to pay for the Goods.

9. Taxes

9.1 Exclusive of GST

Unless otherwise expressly stated, prices or other sums payable or consideration to be provided under or in accordance with this Contract are exclusive of GST.

9.2 Payment of GST

If a party makes a taxable supply under or in connection with this Contract, the recipient of the taxable supply must pay to the supplier at the same time, and in addition to the GSTexclusive consideration, an amount equal to the GST payable on that supply.

9.3 Adjustments

If an adjustment event arises in connection with a supply made under this Contract, the supplier must give the other party an adjustment note in accordance with the relevant GST law.

9.4 Reimbursements

If this Contract requires one party to pay for, reimburse or contribute to any expense, loss or outgoing suffered or incurred by the other party, the amount required to be paid, reimbursed or contributed by the first party will be reduced by the amount on input tax credits (if any) to which the other party is entitled in respect of the reimbursable expense.

9.5 Defined terms

In this clause words and expressions which have a defined meaning in the GST law have the same meaning as in the GST law;

• "GST law" has the meaning given to that term in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or, if that Act does not exist for any reason, means any Act imposing or relating to the imposition or administration of a goods and services tax in Australia and any regulation made under that Act.

9.6 Survival

This clause 9 will continue to apply after expiration or termination of this Contract.

10. Payments to supplier

10.1 Method of payment

Unless otherwise provided in the Contract, all payments required to be made to the Supplier by the Purchaser pursuant to the Contract must be made in Australian dollars by electronic funds transfer into the Supplier's nominated bank account.

10.2 Payment Terms

Unless otherwise provided for in these Terms, all amounts payable by the Customer to the Supplier are payable in accordance with the Payment Terms and if no Payment Terms are expressly provided in the relevant Order, all amounts payable to the Company are payable in full within 7 days of the invoice provided by the Supplier or its agent.

10.3 Payment for Goods

• The Purchaser will make all payments due under the Contract in full without any deduction whether by way of setoff, counterclaim, discount, abatement or otherwise.
• If the Purchaser fails to pay the Supplier any sum due pursuant to the Contract in accordance with the Payment Terms, the Purchaser will be liable to pay interest to the Supplier on such sum from the due date for the payment at the annual rate of 2% above the Commonwealth Bank Corporate Overdraft Reference Rate from time to time, accruing on a daily basis until payment is made.

11. Description of Goods

Any non-material deviation from the Specifications, quantity, description, particulars of weights, dimensions and product ingredients of the Goods does not vitiate any Contract with the Supplier or form grounds for any claim against the Supplier.

12. Personal Property Securities Act

12.1 Definitions

In this clause 12: PPS Act means the Personal Property Securities Act 2009 (Cth); PPS Property means any property over which a Security Interest can be legally granted under the PPS Act; PPSR means the Personal Property Securities Register established under section 147 of the PPS Act; Security Interest has the meaning given to that term under the PPS Act; "accession", "account", "amendment demand", "control", "financing change statement", "financing statement", "perfected", "proceeds", "purchase money security interest", "registration event" and "verification statement" have the meanings given to them under the PPS Act.

12.2 PPS Act Provisions

• The Purchaser agrees to grant the Supplier a Security Interest in the Goods to secure the Supplier's rights against the Purchaser under the Contract.
• The Purchaser acknowledges and agrees that any Security Interest created by this Contract, or any transaction contemplated by it, extends to, and acts as a Security Interest in respect of, any proceeds (including any account) derived from, or from a dealing with, the Goods and accession to the Goods.
• The Purchaser agrees to do anything which the Supplier may require from time to time to:
• enable the Supplier to register fully valid and effective financing statements or financing change statements with respect to any Interest over PPS Property created by the Contract or any transaction contemplated by it; and
• ensure that any Security Interest which is purported to be reserved or created by the Contract, or any transaction contemplated it, is:
• a first ranking perfected Security Interest over all PPS Property;
• perfected by control to the extent possible under the PPS Act; and
• if applicable, recorded as a purchase money security interest on the PPSR.
• The Purchaser agrees:
• to not, without first providing at least 14 days written notice to the Supplier, change its name, ACN, ABN, address, email address, facsimile number or any other details that have been, or are required to be, recorded on the PPSR in connection with any Security Interest created by the Contract or any transaction contemplated it; and
• to not, without the prior written consent of the Supplier, lodge or serve a financing change statement or an amendment demand in relation to any Security Interest created by the Contract or any transaction contemplated by it.
• Where the secured Goods are commercial property, and to the extent otherwise permitted by the PPS Act, the Purchaser irrevocably waives the right to receive from the Supplier any verification statement or notice in relation to a registration event in accordance with section 157(3)(b) of the PPS Act.
• The Purchaser and the Supplier agree that:
• to the extent that section 115(1) of the PPS Act allows them to be excluded, sections 95, 96, 118, 121(4), 125, 130, 132(3)(d), 132(4), 135, 142, and 143; and
• to the extent that section 115(7) of the PPS Act allows them to be excluded, sections 127, 129(2), 129(3), 132, 134(2), 135, 136(5) and 137,
• do not apply to any enforcement by the Supplier of any Security Interest in the PPS Property.
• The Purchaser waives the right to receive any notice under the PPS Act (including notice of a verification statement) unless the notice is required by the PPS Act and cannot be excluded.

12.3 Termination

On termination of the Contract, howsoever caused, the Supplier's (but not the Purchaser's) rights contained in this clause 12 will remain in effect.

13. Limitation of liability

13.1 Liability for our supply

The following provisions set out the entire Liability of the Supplier (including any Liability for the acts or omissions of its employees, agents and subcontractors) to the Purchaser in respect of:

• any breach of these conditions;
• any use made or resale by the Purchaser of any of the Goods, or of any product incorporating any of the Goods; and
• any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

13.2 Exclusions

• All warranties, conditions and other terms express or implied by statute, trade, custom or usage, common law, or otherwise in relation to the supply of the Goods are, to the fullest extent permitted by law, excluded from the Contract.
• The Goods Act 1958 (Vic) sections 17, 18, 19(a), 19(b), and 20 are excluded.

13.3 Non Excludable Guarantee

Nothing in the Contract limits, excludes, or modifies any guarantee, term, condition, or warranty implied or imposed by law (including the ACL) (NonExcludable Guarantee) to the extent that it would be illegal, or not permissible under law, for the Supplier to, or attempt to, limit, exclude, or modify such a NonExcludable Guarantee.

13.4 Total Liability

• The Seller's liability for breach of a Non Excludable Guarantee applicable to the Supply is, where permitted, limited to replacement (or the cost of replacement) of the Goods, the supply (or the cost of supply) of equivalent Goods, or the repair (or the cost of repair) of the Goods (at the Supplier's option).
• To the maximum extent permitted by law, neither party will have any liability to the other for fines, penalties, taxes (except GST) and any exemplary, aggravated or punitive damages, liquidated damages or any indirect or consequential loss (including loss of business, loss of revenue, loss of contract, loss of production, lost opportunity costs), loss which does not naturally arise, legal costs and expenses (except reasonable legal costs awarded by a court) except where:
• such losses are covered by an insurance policy held by the party and in which case, Liability is limited to the amount of paid out by the insurer; or
• the Purchaser misuses or infringes any intellectual property belonging to Your Reformer.
• To the maximum extent permitted by law, the Supplier does not have any liability or responsibility for any personal injury, fatigue, or property damage sustained by or through use of the Goods.
• Except to the extent excluded by law, the Purchaser indemnifies the Supplier against any losses, damages, claims, Liabilities, expenses, payments or outgoings incurred by the Supplier to the extent any of these were caused by the Purchaser's, or any one or more of its agent's, officer's, subcontractor's or employee's acts or omissions or its breach of its obligations under the Contract.
• The Purchaser accepts the Goods at its own risk except where the Supplier owes a duty of care at law that has not been, or cannot be, excluded by the Contract and, save as set out in the Contract, the Supplier will not be liable to the Purchaser for any loss, damage, injury or death sustained by any person or to any property howsoever caused.

13.5 Indemnity

Except in the case of legal liability caused solely by the Supplier's negligence, the Purchaser shall be responsible for and shall save, indemnify, defend and hold harmless the Supplier from and against any claims and losses in respect of:

• loss or damage to any property, whether owned by the Purchaser, the Supplier or a third party; and
• personal injury or death of any person,

arising from or in connection with the use of the Goods.

14. Termination

14.1 Right of Termination for Purchaser's Acts or Omissions

A Party may terminate the Contract with immediate effect by giving written notice to the other Party if the other Party:

• is the Purchaser and fails to pay any amount due under the Contract on the due date for payment;
• commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after receipt of notice in writing requiring it to do so; or
• suspends, or threatens to suspend, payment of its debts or is, or is deemed to be, Insolvent.

14.2 Further Right of Termination

• The Supplier has quoted the price for the Goods on the basis that the materials or component products incorporated into the Goods can be acquired from third party suppliers at an estimated price at a certain date (market price). The Purchaser acknowledges and accepts that the Supplier may pass through increased supply costs to the Purchaser by increasing the Contract Price by an equivalent amount at any time prior to the Supplier's delivery of the Goods to the Purchaser. If the Purchaser does not agree to the increased Contract Price, the Purchaser may terminate the Contract by written notice within 5 Business Days of receiving notification from the Supplier of the Contract Price increase. In those circumstances:
• the Supplier must refund to the Purchaser any money paid as full or part payment of the Contract Price; and
• except as provided under clause 14.2(a)(i), neither Party incurs a Liability to the other Party due to terminating the Contract.
• The Supplier may by written notice to the Purchaser terminate the Contract where an unforeseen event including an act of God, government action, strike, natural catastrophe, pandemic, embargo, labour strike, or any other event outside of the Supplier's reasonable control results in the Supplier being delayed from supplying the Goods for at least 30 days, and may otherwise suspend performance of its obligations under the Contract for the period that such event continues.

15. Notices

15.1 Form of notice

Any notice, demand, consent or other communication given or made pursuant to the Contract must be in writing and be personally served, sent by post or be a letter sent by email to the Party to whom the notice is addressed at its address shown in the Contract or such other address as that Party may have notified to the other Party.

15.2 Notices deemed given

A notice will be taken to be duly given:

• in the case of personal delivery, when delivered; or
• in the case of delivery by post, 3 Business Days after the date of posting (if posted to an address in the same country) or 7 Business days after the date of posting (if posted to an address in another country); or
• in the case of email, when the message is successfully transmitted,

but if the result is that a notice would be taken to be given or made on a day that is not a Business Day or the notice is sent later than 4.00pm (local time in the place of receipt) it will be taken to have been duly given or made at the commencement of business on the next Business day.

16. Waiver

A failure to exercise, or any delay in exercising any right, power or remedy by a Party does not operate as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the Party granting that waiver unless made in writing.

17. Further assurances

Each Party agrees to do all things and execute all deeds, instruments, transfers or other documents as may be necessary or desirable to give full effect to the provisions of the Contract and the transactions contemplated by it.

18. Severability

Any provision of the Contract which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. This does not invalidate the remaining provisions of the Contract nor does it affect the validity or enforceability of that provision in any other jurisdiction.

19. Governing law

The Contract is governed by the laws of the laws of Victoria, Australia and any dispute is subject to, or claim to be made must be made, in that jurisdiction.

Effective: 28 September 2023