Terms and Conditions / Terms of Trade

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1. Interpretation and Construction
1.1 Definitions
In these Terms of Trade, unless the context requires otherwise, the following words have the following meanings:
Customer means any person, organisation, or other entity that has requested the supply of Goods and / or Services from Roylance’s as stated on any order, invoice or document;
Goods means any goods available for sale by Roylance’s to the Customer, at the Customer’s request;
Intellectual Property means all processes, procedures, methodologies, techniques and/or inventions whether registered trademarks, designs, or patents or not registered;
Order means any order made by the Customer from Roylance’s for the supply of Goods and / or Services;
Price means the price payable for the supply of Goods and / or Services in accordance with clause 4;
Quotation means any quotation issued by Roylance’s to the Customer for the supply of Goods and / or Services;
Roylance’s means Roylance’s Automotive & Industrial Pty Ltd t/as Roylance’s ABN 45 137 946 224;
Services means any services to be rendered by Roylance’s to the Customer, at the Customer’s request; and
Terms means these terms of trade which apply to any supply of Goods and / or Services by Roylance’s to the Customer.
1.2 Construction
(a) a reference to these terms or another agreement between the parties includes any variation or replacement;
(b) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
(c) the singular includes the plural and vice versa;
(d) the masculine includes the feminine and neuter and vice versa;
(e) a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes, employees, agents and permitted assigns;
(f) an obligation, agreement, representation or warranty on the part of or in favour of two or more persons binds, and/or is for the benefit of them jointly and severally;
(g) a reference to anything is a reference to the whole or any part of it; and
(h) references to parties or clauses are, unless otherwise stated, references to the parties and clauses contained in these Terms.
2. Supply of Goods and / or Services
2.1 Roylance’s may issue a Quotation upon the Customer’s request or otherwise accept an Order for the supply of Goods and / or Services from the Customer.
2.2 Any Quotation issued by Roylance’s remains open for acceptance from the time stated on the Quotation or otherwise for seven (7) days
unless withdrawn earlier. All Quotations are estimates only and are subject to withdrawal, correction or alteration at any time prior to Roylance’s acceptance of the Customer's request. All amounts and prices stated on the Quotation are as at the date of the Quotation.
2.3 Roylance’s may specify a minimum order value and impose a surcharge if an Order is for a value of less than the minimum order value.
2.4 An Order shall identify the goods or services ordered and the quantity required and refer to any Quotation pursuant to which the Order is made.
2.5 Roylance’s may supply and the Customer must accept goods/services which vary from the Goods and / or Services ordered by the Customer so long as such variations are not material. Any variation of an Order requested by the Customer is only accepted if Roylance’s agrees in writing.
2.6 Roylance’s may cancel or terminate any Order at any time without cause, in Roylance’s absolute discretion and in that event, Roylance’s shall repay the Customer any money paid by the Customer and Roylance’s is not liable for any loss or damages in any respect arising from any cancellation.
2.7 Roylance’s reserves the right, whether or not an Order has been accepted and without notice to the Customer to withhold supply to the Customer and will not be liable for loss or damage resulting directly or indirectly from such action, including if the services cannot be rendered for any reason whatsoever, if the Customer is in default of these Terms or if Roylance’s has determined in its absolute discretion that credit should no longer be extended to the Customer.
2.8 If the Customer cancels and Order, the Customer remains liable and shall indemnify and keep indemnified Roylance’s for any and all loss is suffered (whether direct or indirect) by Roylance’s as a direct result of the cancellation (including but not limited to loss of profits).
3. Acceptance
3.1 The Customer warrants that it has the power to enter into this agreement, is solvent and able to pay its debts as and when they fall due, and this agreement creates a binding and legal obligation and all information provided to Roylance’s by the Customer is true and correct in all material respects.
3.2 The Customer acknowledges these Terms apply to any Quotation or Order or other supply of Goods and / or Services and the Customer accepts the Terms without amendment and agrees to be bound by them.
3.3 The Customer agrees that the Terms apply over any other document or agreement to the extent of any inconsistency.
3.4 If the Customer is the trustee of a trust, then in addition to that entity the trustee agrees to bind all trusts of which the entity is a trustee from time to time.
4. Payment, Credit and Price
4.1 The Price is the price determined by Roylance’s, in its absolute discretion, the price in accordance with the Quotation, the price on any invoices rendered by Roylance’s or the Price as at the date of supply in accordance with Roylance’s current price list. The Customer agrees if there is any change to cost or rates for labour or any other amounts used to calculate the Price or amounts stated on the Quotation or if those inputs increase in cost then the Customer shall be liable for the increase and such increase forms part of the Price.
4.2 Roylance’s may require the Customer to pay a non-refundable deposit.
4.3 Unless stated otherwise, the Price is exclusive of goods and services tax (GST).
4.4 The Customer agrees that GST at the prevailing rate at the date of invoice will be included in the amount due and payable on the Price and is payable by the Customer in full at the same time as payment of the Price. The Customer must also pay any other taxes, charges, duties or imports that may be applicable in addition to the Price, unless expressly included in the Price.
4.5 Unless stated otherwise, time for payment is of the essence and will be payable as nominated by Roylance’s, and may be altered or revoked at any time without notice to the Customer, either on or before the delivery of the Goods and / or Services, thirty (30) days following the date of any invoice provided by Roylance’s to the Customer or otherwise as stated on the invoice. If payment is not received in the required timeframe, Roylance’s may place the Customer on hold until such time as cleared funds are received from the Customer.
4.6 Payment must be made by cash, cheque, electronic payment, credit card or by any other payment method nominated by Roylance’s.
4.7 Roylance’s may charge to the Customer a fee for overdue payments or Customer bank fees imposed on payments including credit card payments.
4.8 The Customer acknowledges that if Roylance’s supplies the goods and/or service on credit, then any credit provided is to be applied wholly or predominately for business purposes.
4.9 The grant of any credit facility or nomination of any credit limit is in the absolute discretion of Roylance’s. Roylance’s may vary, withdraw or suspend any credit facility at any time and without any liability to the Customer or any other party. The Customer agrees that if payment is outstanding to beyond Roylance’s payment terms, the amount is immediately due and payable by the Customer and the Customer shall pay cash on delivery on all future Orders until any amount outstanding is paid to Roylance’s.
4.10 In the event that the customer pays by credit card on a monthly basis, the Customer acknowledges and authorises Roylance’s to maintain the Customer’s credit card and to charge the Customer’s credit card on a monthly basis in accordance with the Order.
5 Unpaid Invoices, Interest and Costs
5.1 If invoices or monies outstanding are not paid in full by the due date for payment, Roylance’s may charge the Customer interest on the unpaid amount to be accrued daily from the date when payment becomes due until the date of payment at the rate of 10% per annum.
5.2 The Customer is not entitled to set off, deduct or otherwise withhold payment of any amount due and owing to Roylance’s including where the Customer has disputed the invoice or alleged amounts are owed or will become owing by Roylance’s to the Customer.
5.3 The Customer is liable for all costs and disbursements incurred by Roylance’s or its appointed agents in recovering payment of any outstanding invoice or in enforcing its rights under these Terms,
including, but not limited to, legal costs determined on a solicitor/own client basis, mercantile agents’ costs or commission and bank dishonour fees.
5.4 Roylance’s is entitled to retain any goods or other documents held on the Customer’s behalf pending payment of any outstanding monies by the Customer.
6 Title
6.1 Until Roylance’s receives full payment in cleared funds of all monies due for all Goods and / or Services supplied by it to the Customer, as well as all other amounts owing to Roylance’s by the Customer and the Customer has complied with all obligations pursuant to these Terms:
(a) title and property in all goods vests in Roylance’s and does not pass to the Customer;
(b) the Customer must hold the goods as fiduciary bailee and agent for Roylance’s and must return the goods, including goods in transit which have not yet been delivered, to the Customer upon Roylance’s request;
(c) the Customer holds the benefit of its insurance of the goods on trust for Roylance’s and must pay to Roylance’s the proceeds of insurance in the event the goods are lost, destroyed or damaged;
(d) the Customer must keep the goods separate from its goods and maintain Roylance’s labelling and packaging;
(e) the Customer must not charge or otherwise grant an interest over the goods while they remain Roylance’s property;
(f) the Customer must not convert, process or otherwise comingle the goods but if the Customer does so, then it holds the comingled good on trust for the benefit of Roylance’s and must sell or dispose of the comingled good to Roylance’s, on the direction of Roylance’s;
(g) the Customer may sell or dispose of the goods only in the ordinary course of business in its capacity as agent for Roylance’s and if the Customer sells or disposes of the goods then the Customer must hold the proceeds on trust for Roylance’s and deliver up the proceeds to Roylance’s on demand;
(h) the Customer must hold the proceeds of sale of the goods on trust for Roylance’s in a separate account with a bank to whom the Customer has not given security however failure to do so will not affect the Customer’s obligation as trustee; and
(i) Roylance’s may without notice, enter any premises where it suspects the goods are and recover possession of the goods, notwithstanding that they may have been attached to other goods and not the property of Roylance’s, and for that purpose the Customer irrevocably licences Roylance’s to enter such premises and indemnifies Roylance’s from and against all costs, claims, demands, or actions by any party arising from such action.
6.2 Roylance’s is entitled to commence legal proceedings to recover any outstanding monies from the Customer regardless of ownership of the goods.
7 Risk and Insurance
7.1 The risk in Goods and / or Services passes to the Customer upon collection of the goods from Roylance’s premises or immediately upon dispatch from Roylance’s to the Customer’s nominated address or otherwise on the date of performance of the Services.
7.2 On or before delivery, the Customer shall insure the Goods and / or Services against loss or damage. The Customer is liable for the insurance and must maintain at its own cost an insurance policy of insurance with a reputable Australian insurer to cover all risks which may reasonably arise.
7.3 Notwithstanding the passing of risk, all goods delivered by Roylance’s to the Customer remain the property of Roylance’s until all goods supplied by Roylance’s to the Customer have been paid for in full. If
the goods are lost, damaged or destroyed after delivery but prior to ownership passing to the Customer pursuant to clause 6 Roylance’s is entitled to receive all insurance proceeds payable for the goods.
8 Delivery
8.1 Roylance’s accepts no responsibility or duty to deliver but may arrange delivery by such means and in such packaging as Roylance’s shall determine in its discretion and without liability at the Customer’s cost and risk and to the address nominated by the Customer on the following basis:
(a) the Customer shall pay all freight and other charges associated with the delivery and delivery may be made in instalments in Roylance’s discretion;
(b) If the Customer has provided reasonable notice of its specific requirements, Roylance’s shall make reasonable endeavours to meet those requirements and achieve delivery on or about that date, subject to Roylance’s delivery schedule from time to time;
(c) the Customer must take delivery of the goods whenever the goods are tendered for delivery and the Customer shall be present at the agreed place and time for delivery. If not present, Roylance’s may in its sole discretion, unload the goods at that place and in which case the goods will be at the sole risk of the Customer and Roylance’s will not be responsible for any claims, costs or losses;
(d) Roylance’s does not represent that the goods will be available on that date and any date given for delivery is an estimate only and in the event that Roylance’s is unable to deliver the goods on that date, it shall not be liable for any loss (including consequential loss) for any failure or a delay in delivery. Roylance’s is not liable for any amount payable by the Customer to a third party as a result of a failure or delay in delivery by Roylance’s due to any cause whatsoever; and
(e) Roylance’s may charge the Customer for frustrated delivery including where the Customer is unable to take delivery of the goods as arranged for an amount equal to Roylance’s reasonable costs.
8.2 All the goods shall be paid for prior to delivery, irrespective of whether delivery is a part of the Price. In Roylance’s discretion, the cost of delivery may be included in the Price or may be charged in addition to the Price.
9. Warranties
9.1 Where Roylance’s provides Goods to the Customer, subject to the approval of the manufacturer, Roylance’s will honour the manufacturer’s warranty up to a period of twelve (12) months, but otherwise, to the extent permitted by law, Roylance’s does not provide any warranty in the goods. The only warranties in relation to the goods are warranties provided by the manufacturer and not Roylance’s and to the extent that the rights in any manufacturer’s warranties are required to be assigned to the Customer, the manufacturer’s warranties are assigned and title of those warranties passes with the goods. Roylance’s is not liable to the extent that any manufacturer is liable under a manufacturer’s warranty, unless required by law.
9.2 Roylance’s expressly denies and excludes any warranties or conditions which would otherwise be implied to the maximum extent possible by law including but not limited to merchantable quality, suitability, fitness of purpose, quality, suitability, or otherwise. Roylance’s acknowledges that these Terms do not exclude any statutory warranties which may be implied pursuant to the Competition and Consumer Act 2010 (Cth).
9.3 The Customer acknowledges and agrees that:
(a) the Customer shall rely on its own knowledge and expertise with respect of the purpose of the goods and any advice or assistance given by or on behalf of Roylance’s shall be accepted at the Customer’s risk and shall not be deemed to have been given as an expert or adviser or be otherwise relied on by the Customer; and
(b) Roylance’s shall not be liable nor responsible for any failure to comply with any requirements of the Customer or any other person (whether relating to manufacture, design, fabrication, installation and/or any other particulars provided with respect to the intended use of any goods or otherwise) which are not precisely and accurately communicated in writing to Roylance’s prior to agreement for supply of Goods and / or Services.
10. Defects and Return of Goods
10.1 The Customer shall inspect the goods immediately upon delivery and carry out any tests which a prudent Customer would carry out and use their best endeavours to minimise loss and damage arising from the defect.
10.2 All claims for credit for damaged, defective or short delivered goods must be notified to Roylance’s immediately. The Customer shall give written notice to Roylance’s of any alleged defect, damage, fault, irregularity, shortage of quantity, failure to comply with description or Quotation within fourteen (14) days from the date of delivery and provide full particulars of the claim made.
10.3 Roylance’s must be given reasonable opportunity to take samples, inspect, test the goods in respect of which the claim is made, otherwise the Customer shall not be entitled to any credit. Unless otherwise agreed, no return or request for credit will be approved until Roylance’s by its representative has inspected the goods on which the credit is claimed and agrees that the goods are defective. Until this inspection, the Customer is responsible for maintaining proper care of the goods and if this does not occur, Roylance’s reserves its rights not to accept the claim.
10.4 If the Customer does not make any claim pursuant to clause 10.2, Roylance’s does not accept any claims and the Customer is deemed to have accepted the goods and the Customer is not entitled to reject the goods or claim any remedy whatsoever (including but not limited to damages) against Roylance’s. The Customer specifically agrees that if no claim is made that it agrees that the quantity of the goods stated to have been delivered on the delivery docket or invoice shall be deemed correct.
10.5 Roylance’s is not obliged to accept the return of non-defective goods or to provide a refund however, Roylance’s may do so in its sole discretion and if Roylance’s does not agree then the Customer shall not be entitled to cancel the whole or part of any Order and the Customer shall indemnify Roylance’s against loss or damage suffered by Roylance’s. If the return is accepted by Roylance’s, in Roylance’s absolute discretion, Roylance’s may impose a handling charge of an amount equivalent to 15% of the credit claimed in addition to any freight costs and the goods must be returned, at the Customer’s cost, to the Roylance’s premises from where they were purchased and in their original packaging (if applicable) in a similar condition to the condition of the goods on delivery.
10.6 Subject to the Competition and Consumer Act 2010 (Cth), Roylance’s is not liable for defective goods where the defect or damage was caused or partially caused by the Customer failing to properly maintain or store the goods, using the goods for a purpose other than what the good were design, the continuing use of the goods after the defect became apparent or if the defect or damage should have been apparent to a reasonably prudent user of the goods, failure to follow any directions or instructions in relation to the goods provided by Roylance’s or by fair wear and tear, accident or any event of force majeure.
10.7 The Customer acknowledges and agrees that goods which are custom made, goods damaged or lost in transit, goods specially ordered for the Customer and not on the usual stock list, or goods altered or damaged by the Customer shall not be accepted by Roylance’s for return or credit.
10.8 Despite clause 10.7, Roylance’s may, in its absolute discretion, agree to the return of custom made goods, or special orders, or non-stocked items on the condition that the Customer pays the freight from and to Roylance’s plus an additional 35% of the cost of item.
10.9 Should the Customer change its mind in relation to Goods ordered and / or supplied by Roylance’s, the Customer remains responsible to pay the freight from and to Roylance’s.
10.10 Notwithstanding anything contained in this clause 10, if Roylance’s is required by law to accept a return, then Roylance’s will accept the return of goods on the conditions imposed by law.
11. Release and Indemnity
11.1 The Customer hereby releases and indemnifies and agrees to keep Roylance’s indemnified from any and all costs, damages, liabilities, expenses or losses including indirect, consequential losses (including but not limited to loss of profit), that Roylance’s may incur in relation to the Customer or any third party, where the cost, damage, liability, expense or loss is caused by or contributed to by the goods supplied or services performed, any defect or fault in workmanship or design or their use, a breach of these Terms or for any other reason whatsoever.
12. Limitation of Liability
12.1 The Customer agrees, to the fullest extent possible by law, in relation to any cost, damage, liability, expense or loss (including those contributed or cause by Roylance’s negligence or breach of any condition or warranty), if the Customer is not a consumer pursuant to the Competition and Consumer Act 2010 (Cth), to limit any claim made to Roylance’s, in Roylance’s absolute discretion to: the value of any express warranty provided by Roylance’s to the Customer or any warranty to which the Customer is entitled; replacement of the goods or services and/or the supply of equivalent goods; repair of the goods; repay the purchase price in the event that then payment has been received from the Customer; or payment of the cost of replacing, repairing or acquiring equivalent goods. In no circumstances shall Roylance’s be liable for any amount in excess of the Price.
12.2 If Roylance’s is required to replace the goods or remedy the services pursuant to the Competition and Consumer Act 2010 (Cth) but cannot do so for any reason whatsoever, Roylance’s may refund the Price, if the Price has been paid by the Customer.
12.3 The Customer specifically agrees that Roylance’s is not responsible for any damages caused either to the goods supplied or as a result of the malfunction of the goods in the event that such goods are in any way adapted to a use to which are they are not specifically intended or the goods have added to or have been added to components or placed in a container which is not recommended or approved by the manufacturer or supplier of the goods.
12.4 Roylance’s shall not be liable for any damages for personal injury or death, any damage to property and/or any contingent, consequential, direct, indirect, special or punitive damages whether due to negligent act or omission of Roylance’s or its employees or agents or otherwise and the Customer acknowledges this limitation of liability and agrees to limit any claim accordingly.
12.5 No other term, condition, agreement, warranty, representation and/or understanding whether express or implied, in any extending to, otherwise relating to or binding upon Roylance’s other than these Terms is made or given by or on behalf of Roylance’s.
12.6 Notwithstanding anything in this clause 12, a Customer shall not be entitled to make any claim upon Roylance’s whatsoever if any amounts are outstanding from the Customer to Roylance’s.
13. Intellectual Property Rights
13.1 The Customer acknowledges and agrees that it does not have any intellectual property rights in the goods and that all rights that Roylance’s holds in the intellectual property associated with the goods supplied and has the right to use the intellectual property in the goods including where Roylance’s has developed or designed the goods for the Customer, remain the property of Roylance’s.
13.2 The Customer acknowledges that all designs or other specifications provided by it with respect to the goods will not cause Roylance’s to infringe any intellectual property right in provision of the Goods and / or Services and the Customer indemnifies Roylance’s against any action taken by a third party against Roylance’s with respect to any infringement relating to such design or specifications.
14. Security
14.1 In order to secure the performance by the Customer of its obligations, the Customer, and where the Customer is unincorporated each proprietor of the Customer, hereby charges with payment of the moneys and compliance with all obligations owed by the Customer to Roylance’s all beneficial interests (freehold and leasehold) in real and personal property held now or in the future by the Customer or proprietor.
14.2 The Customer, and where applicable, each proprietor agrees that if demand is made upon it, him or her by Roylance’s, the Customer or, if applicable, that proprietor will immediately execute a consent to caveat, or a caveat or mortgage, as required by Roylance’s to secure the obligations pursuant to this clause 14. The Customer or, if applicable, each proprietor, irrevocably and by way of security appoints Roylance’s and any director, credit manager or solicitor engaged by Roylance’s to be its, his or her true and lawful attorney to give effect to this clause 14 including but not limited to execute and register all documents.
14.3 The Customer indemnifies Roylance’s in relation to all of its costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Roylance’s right pursuant to this clause 14.
15. PPSA
15.1 Defined terms in this clause 15 have the same meaning as given to them in the Personal Property Securities Act 2009 (Cth) (“PPSR”).
15.2 Roylance’s and the Customer acknowledge that this agreement constitutes a Security Agreement and constitutes a Purchase Money Security Interest (PMSI) in favour of Roylance’s over the goods supplied or to be supplied to the Customer, as Grantor, pursuant to these Terms.
15.3 Roylance’s and the Customer acknowledge that Roylance’s, as Secured Party, is entitled to register its interest in the goods supplied or to be supplied to Customer, as Grantor, under this agreement on the Personal Properties Securities Register as collateral by registering a financing statement or financing change statement.
15.4 The Customer expressly waives its right to receive notification of or a copy of any verification statement with respect to the registration of a financing statement or a financing change statement relating to a security interest granted by the Customer to Roylance’s.
15.5 The Customer agrees to indemnify Roylance’s on demand for all costs and expenses, including legal costs and expenses on a solicitor and client basis, associated with the registration, amendment or discharge of any financing statement registered by or on behalf of Roylance’s or the enforcement or attempted enforcement of any security interest granted to Roylance’s by the Customer.
15.6 If the Customer is in default of its obligations and Roylance’s takes possession of any goods pursuant to its security interest, the Customer remains liable for the difference between the market value of the goods at the time they are sold by Roylance’s and the among of the Customer’s obligations for which it is in default.
15.7 The Customer agrees and undertakes to immediately notify Roylance’s of any change to its name, address or personal details and authorises Roylance’s to register a financing change statement without prior consent of the Customer.
15.8 The Customer agrees and undertakes not to agree, encourage or in any way allow another person or entity to register a financing statement without the prior written consent of Roylance’s and the Customer shall provide written notice to Roylance’s upon becoming aware that of any other person or entity are taking steps to register a security interest with respect to the Customer.
15.9 The Customer agrees that to the maximum extent permitted by law, sections 130, 142 and 143 of the PPSA will not apply.
15.10 The Customer agrees, to the extent possible under law permitted by law to waive the following rights under the PPSA: receipt of a verification statement pursuant to section 157 and a statement of account where there is no disposal pursuant to section 130(4) or pursuant to section 132 where there is a disposal; to recover any proceeds pursuant to section 140; to object to the purchase of the collateral by the secured party pursuant to section 129; to receive notice of an intention to seize collateral pursuant to section 123; to receive notice of disposal of collateral pursuant to section 130; to receive notice of retention of Collateral pursuant to section 134 or to object to that notice pursuant to section 137; to redeem Collateral pursuant to section 142; to reinstate a security agreement pursuant
to section 143; to receive a notice of removal of accession under section 95; and any other right in favour of the Customer that can be lawfully contracted out of pursuant to section 115 of the PPSA which shall not apply to these Terms or any security.
16. Statement of Debt
16.1 A certificate signed by a financial controller or credit manager of Roylance’s shall be prima facie evidence of the indebtedness of the Customer to Roylance’s.
17. Privacy and Credit Information
17.1 The Customer irrevocably authorises Roylance’s to make enquiries, exchange, collect and use a Customer’s personal information including credit information and information relating to property, business or other solvency matter from time to time as Roylance’s may deem necessary which may include enquiries with persons nominated as trade references, financiers , any other credit provider, credit reporting bodies, any government department and/or any similar or other organisation (Information Provider) for the following purposes:
(a) obtaining information on the credit position of the Customer;
(b) investigating the credit worthiness of the Customer in relation to the credit to be provided by Roylance’s; marketing purposes (unless the Customer has notified Roylance’s it wishes to opt out of direct marketing);
(c) to allow Roylance’s to provide a credit facility for the supply of Goods and / or Services to the Customer; to notify the credit provider of a default by the Customer;
(d) and to a credit reporting body to obtain a credit report or to permit a credit reporting body to maintain or update the Customer’s credit file.
17.2 The Customer acknowledges that the information exchanged under clause 17.1 may include any information in relation to the Customer’s creditworthiness or credit history.
17.3 The Customer consent and irrevocably authorises the Information Provider to disclose any information about the Customer in their possession to Roylance’s; Roylance’s may use any information which it holds for the purposes listed in clause 17.1; and may disclose any of the Customers’ personal information to any interested person (including overseas third parties) for any purpose listed in clause 17.1, to the extent permitted by the Privacy Act 1988 (Cth) and the Australian National Privacy Principles (if applicable).
17.4 To the maximum extent permitted by law, the Customer agrees (unless the Customer otherwise withdraws consent), to waive all rights under the Privacy Act 1988 (Cth).
18. Default
18.1 Without prejudice to any other remedies available to Roylance’s, if the Customer becomes insolvent or appoints an administrator, receiver, receiver and manager, liquidator or trustee in bankruptcy or is in breach of any these Terms (including any term for payment), all monies become immediately due and owing to Roylance’s and Roylance’s may immediately:
(a) terminate or suspend supply of Goods and / or Services;
(b) retain all monies paid and/or take immediate possession of goods which have not been paid for;
(c) cease all future deliveries;
(d) cancel all or any part of any order unfilled; and/or
(e) recover from the Customer any loss of profits arising from the Customer’s default.
18.2 If Roylance’s exercises its rights pursuant to clause 18.1, it is not liable to the Customer for any consequential loss or damages suffered by the Customer.
19. Customer Restructure
19.1 The Customer shall provide written notice to Roylance’s of any change to its structure or management including change of director, shareholder, partnership, trusteeship or management or its details (including changes to its name or address). If the Customer fails to comply then the Customer agrees to indemnity Roylance’s from any resulting loss.
20. Miscellaneous
20.1 Force Majeure. Roylance’s shall not be or be deemed to be in default or breach of any agreement as a result of force majeure. Force Majeure shall include national emergency, war, prohibitive government regulations or any cause beyond the reasonable control of Roylance’s including trade disputes which means that the Goods and / or Services cannot or are delayed in being provided by Roylance’s to the Customer.
20.2 Notices. A notice, demand, waiver, approval or other document given pursuant to these Terms must be in writing and may be given to the recipient by way of personal service, prepaid post, facsimile transmission or email transmission at the address of the party as provided from time to time.
20.3 Severance. If any provision or part of a provision of these Terms cannot be given effect or is declared void for any reason, the provision or part which cannot be given effect shall be severed and the remaining provisions shall remain valid, binding and enforceable on the parties.
20.4 Waiver. No rights under these Terms will be waived unless agreed in writing and signed by Roylance’s. Roylance’s does not waive a right if an extension or other forbearance is given to the Customer. No waiver of a provision of these Terms shall be construed as a continuing waiver of the provision. A waiver by Roylance’s of any matter does not prejudice its rights in respect of any matter. Any non-exercise or partial exercise of or any delay in exercising any right or remedy does not constitute a waiver of that right or remedy.
20.5 Variation. All Goods and / or Services sold by Roylance’s are sold and supplied on these Terms, as amended from time to time by Roylance’s in its absolute discretion or otherwise agreed by Roylance’s in writing. The Customer agrees it is deemed to have notice of change to these terms and be bound by such variations as they appear on Roylance’s website from time to time, whether or not the Customer has actual notice of any such variation.
20.6 Assignment. The Customer is not entitled to assign the benefits or obligations under this agreement to any entity without Roylance’s prior written consent, which may be given in Roylance’s absolute discretion. Roylance’s may assign all or any part of the benefits and obligations under this agreement without the requirement for the Customer’s consent.
20.7 Jurisdiction. The provisions of these Terms and any agreement for supply of goods and service between Roylance’s and the Customer shall be governed by the laws of the state of New South Wales each party irrevocably submits to the non-exclusive jurisdiction of the courts of the said state.
20.8 Entire Agreement. These Terms supersede all previous agreements, discussions and representations between Roylance’s and the Customer and constitute the entire agreement in relation to the agreement for provision of Goods and / or Services between Roylance’s and the Customer. All prior correspondence, negotiations or representations do not bind either party and either party is not entitled to rely upon them.
20.9 Counterparts. This agreement may be signed in any number of counterparts and each counterpart shall together constitute one agreement. This agreement may be executed and delivered electronically and the receiving party may rely upon same as if it was an original document or signature.