Terms & Conditions of Supply

  1. Definitions
    These general terms and conditions of sale apply where Waterproofing Technologies Pty. Ltd. t/a
    Envirosystems ( “Envirosystems” ) supplies products or services to a Customer under a contract where for
    the purpose of these terms and conditions and unless the context otherwise requires:

    1. “Amounts Outstanding” means, at any time, all amounts owed by the Customer to Envirosystems at
      that time whether arising under the Contract or otherwise;
    2. “Conditions” means these Terms and Conditions of Sale;
    3. “Contract” means the contract formed in accordance with clause 2, consisting of Envirosystems’
      proposal (if any), the relevant order and these Conditions;
    4. “Contract amount” means the monetary value of the works good and/or services provided under
      the Contract payable by the Customer to Envirosystems;
    5. “Customer” means the person (including its successors, personal representatives, and permitted
      assigns) acquiring Goods from Envirosystems as named in the credit application or an Invoice, and
      where this consists of more than one person the obligations in the Contract are deemed to be joint
      and several;
    6. “Goods” means all goods and/or services described in a Purchase Order/ Invoice;
    7. “GST” means the tax imposed by the A New Tax System (Goods & Services) Act 1999 (Cth).
    8. “Intellectual Property” means any patent, registered design, trademark, copyright or any other
      industrial or intellectual property rights;
    9. “Invoice” means a written invoice from Envirosystems to the Customer for the Goods;
    10. “Loss or Damage” includes all types of property, pecuniary or other loss or expense or damage,
      including direct indirect consequential loss or damage and loss of profits or revenue or production
    11. “Purchase Order” means a purchase order or alternative form of order or offer to purchase provided
      by the Customer to Envirosystems;
  2. Contract and Formation
    1. Subject to clause 2.2 a binding contract will form between the Customer and Envirosystems;
      1. if these Conditions form part of an Envirosystems proposal to the Customer then on receipt by
        Envirosystems of the Customer’s unconditional acceptance of the proposal, evidenced by the
        Customer’s purchase order referencing the proposal; or
      2. on Envirosystems written acceptance of Customer’s purchase order where if any counter
        terms and conditions are presented will immediately be negated in their entirety and
        superseded by these Conditions.
    2. The Contract will constitute the entire contract between the parties in connection with the sale of any
      products and services and all prior written correspondence or material, representations or discussions
      shall have no effect.
    3. No waiver modifications or variation of the Contract shall be valid or accepted or bind Envirosystems
      unless expressly agreed to in writing by an authorised representative of Envirosystems.
    4. Unless otherwise stated in a proposal by Envirosystems any offer to supply products is valid for 30
      days from the date of the offer.
    5. Envirosystems reserves the right to vary the offer to reflect any change in cost to Envirosystems
      between the date of offer and the date of Contract.
    6. Envirosystems reserves the right to vary the Contract sum at any time to include the costs of site
      allowances or changes to industrial conditions.
    7. Envirosystems reserves the right to suspend any and all inactive accounts who have not purchased
      over a period of six months. The Customer who was previously on account will revert to Cash On
      Delivery (COD) until another application has been submitted and approved.
  3. Quotations, Purchase Orders and Forecasts
    1. Any quotation made by Envirosystems is not an offer to sell and no Purchase Order given in
      pursuance of any quotation will bind Envirosystems unless and until such Purchase Order is
      accepted by Envirosystems in its absolute discretion. All quotations are subject to withdrawal or
      variation by Envirosystems at any time prior to acceptance of a Purchase Order. If the Customer has
      provided Envirosystems with a forecast of future requirements it acknowledges that Envirosystems
      will be entitled to rely on the accuracy of such forecast(s) for the purpose of ordering raw materials
      and arranging its resources to be able to meet those forecast requirements. If any such forecast is
      materially inaccurate Envirosystems shall be entitled to invoice the Customer for all costs, expenses or
      losses which result from Envirosystems having relied on the inaccurate forecast. Such invoice will be
      subject to the normal terms of payment applying to the Customer. Envirosystems shall also be entitled
      to invoice the Customer for all finished Goods made to forecast and not taken by the Customer within
      2 months of manufacture. Such invoice will be subject to the normal terms of payment applying to the
  4. Cancellation
    1. Any request by the Customer for cancellation of a Purchase Order must be in writing and may be
      delivered by post, hand delivery, or email. The Customer is liable to reimburse Envirosystems for the
      costs it has incurred for labour and materials in fulfilling the Purchase Order up to the date the request
      for cancellation is received by Envirosystems, together with Envirosystems’s loss of profit resulting
      from the cancellation of the Purchase Order.
    2. The Customer may only cancel the Contract with Envirosystems’ consent and only on the basis that
      the Customer meets all Loss or Damage incurred by Envirosystems as a result of the cancellation of
      the Contract in the timeframe specified by Envirosystems.
    3. Envirosystems may suspend delivery, cease manufacturing or cancel any Contract without any liability
      whatsoever if the Customer at any time and as deemed by Envirosystems;

      1. breaches any terms or conditions of the contact;
      2. commits an act of bankruptcy, resolves to or goes into liquidation, has a receiver or manager
        appointed, enters into a scheme of arrangement or other composition with its creditors or
        otherwise becomes insolvent and is unable to pays it debts; or
      3. refuses or neglects to take delivery of the products described in the Contract.
  5. Price Variation
    1. Unless otherwise stated by Envirosystems in the Contract Envirosystems may vary the prices stated in
      the Contract to reflect any change in costs to Envirosystems after the date of the Contract.
    2. Where a list price applies to the products supplied by Envirosystems under the Contract all prices
      listed are (i) subject to alteration without notice, (ii) applicable to all deliveries on or after the effective
      date of any price alteration and (iii) do not include GST or any other government impost.
  6. Variations to Contract
    1. The Contract amount is based on the scope of work as detailed in the information provided by
      the Customer to Envirosystems for the purpose of the Contract including where applicable plans,
      specifications (including standards and finishes), schedules and nominated quantities.
    2. Any variations to the scope of the works or delivery arrangements or Contract shall be a variation to
      the Contract entitling Envirosystems to varying the Contract amount as stated and any other term or
  7. Specifications
    1. Where Envirosystems manufactures or supplies products according to the Customer’s specification
      the Customer shall provide to Envirosystems accurate information to the extent required by
      Envirosystems to enable Envirosystems to provide the products as specified.
    2. The Customer warrants to Envirosystems that the information and any products to be manufactured
      by Envirosystems under the Contract does not breach any copyright, registered design, patent or
      other rights of any third party and the Customer shall indemnify and hold harmless Envirosystems in
      relation to any such alleged or actual breach.
    3. Whilst every effort is made to ensure their accuracy the descriptions, illustrations and material
      contained in any catalogue, price list, brochure, leaflet, specification sheets, electronic
      communications or other descriptive matter provided by or on behalf of Envirosystems represent the
      general nature of the items described therein and shall not form a part of any order or agreement or
      amount to any representation or warranty.
    4. The Customer warrants that any goods or other material, including any packaging or artwork
      manufactured, constructed, or supplied by Envirosystems which incorporate or are otherwise based
      in whole or in part upon designs, drawings, specifications or other information or material supplied to
      Envirosystems by or on behalf of the Customer shall not infringe any Intellectual Property rights of a
      third party or breach any law. The Customer indemnifies Envirosystems from and against any action
      that may be brought against or Loss suffered by Envirosystems because of a breach of that warranty.
    5. Envirosystems reserves the right to make any changes to designs, drawings or specifications supplied
      to Envirosystems by the Customer, and/or Goods ordered by the Customer, which are required to
      comply or conform with any applicable safety or statutory requirements or which do not materially
      affect the quality or usage of the Goods by the Customer.
    6. Envirosystems does not warrant or guarantee that any Goods manufactured, constructed, or supplied
      by Envirosystems which incorporate or are otherwise based in whole or in part upon any designs,
      drawings, specifications or other information or material supplied to Envirosystems by or on behalf of
      the Customer will achieve any standard or performance or any capacity whatsoever.
    7. Envirosystems will not be liable for any defect in the Goods arising from any designs, drawings,
      specifications or other information or material supplied to Envirosystems by the Customer. Where the
      Customer approves any artwork or proofs submitted by Envirosystems, Envirosystems will not be
      liable for any errors or inaccuracies subsequently discovered.
    8. Any advice, recommendation, information, or assistance provided by Envirosystems in relation to
      the Goods or their use or application is given in good faith and is believed by Envirosystems to be
      appropriate and reliable. Any such advice, recommendation, information, or assistance is provided
      without liability or responsibility on the part of Envirosystems.
    9. In addition to any right of lien which Envirosystems may be entitled to by law, Envirosystems will have
      a general lien over any designs, drawings, specifications, or tooling supplied to Envirosystems by or on
      behalf of the Customer which is in Envirosystems’s possession until all monies owing by the Customer
      to Envirosystems on any account has been paid in full.
  8. Payments
    1. Time for payment of the amount due from the customer to Envirosystems shall be of the essence.
      The amount due includes the Contract sum , any variations to the Contract sum and any additional
      charges which Envirosystems is entitled to apply.
    2. Subject to subclauses 8.3 and 8.4 below the customer shall pay the full amount due in accordance
      with the credit arrangements (if any) as agreed with Envirosystems.
    3. Where no credit arrangements have been previously agreed to by Envirosystems but credit has
      been agreed by Envirosystems as a condition of a particular contract the Customer shall pay the full
      amount due with the month following the month of invoice.
    4. Where no credit arrangements have been agreed by Envirosystems the Customer shall pay the full
      amount due before any delivery of the products.
    5. The customer shall pay interest at the rate of 20% per annum calculated monthly on any amount not
      paid by the due date.
    6. Products may be returned, provided the products are in good order being in the same or substantially
      same condition as initially delivered, within 7 days of delivery, after which time a re-stocking and
      handling fee of 15% of the Contract amount will be incurred and payable by the Customer. Freight
      charges will be payable by the Customer at cost on all pick ups. No returns will be accepted after
      6 weeks.
    7. Notwithstanding any other provisions herein the Customer hereby grants Envirosystems the right to
      lodge a caveat for any property that the Customer has any form of interest in in relation to any debt
      owing to Envirosystems.
  9. Delivery
    1. Subject to subclause 9.2 delivery shall be on reasonable notice from the Customer to Envirosystems
      and the Customer shall not be relieved from any obligation to accept or pay for products by reason of
      any delay in delivery.
    2. Where the Contract includes a delivery schedule delivery shall be in accordance with the dates
      contained therein.
    3. Envirosystems shall not be liable for failure to deliver or for delay in delivery arising from any cause
      whatsoever beyond Envirosystems control.
    4. Envirosystems reserves the right to delivery by instalments and failure to deliver any instalment shall
      not entitle the Customer to terminate the Contract.
    5. Delivery is deemed to occur at either (i) the place and time the Customer appropriates the products
      or (ii) in the absence of the Customer at site the time theproducts are deposited at the site for delivery
      nominated by the Customer as certified by the delivery docket/manifest signed by the cartage
    6. Upon delivery the Customer shall become solely liable for any Loss or Damage to the delivered
      products by Envirosystems where the Customer requests delivery of those products to a specific site.
    7. Nothing in this clause shall be construed as altering the transfer of title as specified in clause 9 and in
      the event of any inconsistency clause 9) will take precedence.
  10. Title and Risk
    1. Title in the products shall pass to the Customer upon payment of the amount due in full together with
      any interest due.
    2. Risk in the products shall pass to the Customer upon delivery as deemed in clause 9.
  11. Defective Products
    1. The Customer shall immediately inspect the products at the point of delivery or collection.
    2. Notice of any defects shall be given by the Customer to Envirosystems in writing on the delivery
      docket/manifest signed by the Customer and immediately returned with the cartage contractor.
    3. Where the point of delivery or collection is unattended the Customer shall give notice in writing
      to Envirosystems within 24 hours before the intended time of delivery or collection and prior to
      installation or application, of any defects in the products.
    4. If the notice in accordance with clauses 11.1 and 11.2 is not given the products shall be deemed to be in
      good order and condition and in accordance with the Contract and accepted by the Customer.
    5. Envirosystems shall have the right to inspect on site any products notified by the Customer as being
      defective and until such inspection is completed the product should not be installed or applied.
    6. Should the Customer fail to cease the product installation or application under subclause 11.5 then the
      Customer waives all rights and discharges Envirosystems from any further obligations.
  12. Express Warranty
    1. If a product is defective and the Customer advises Envirosystems of that defect in accordance with
      subclauses 10.1 and 10.2 Envirosystems shall resupply the product but will not be liable for the removal
      of any defective products or the re-installation or re-application of any products or for any Loss or
    2. The Customer shall take all reasonable steps to inform itself (including the reading and understanding
      of any relevant material safety data sheets or like documentation), its employees and agents in the
      use, handling, treatment and application of the products. Envirosystems shall not be liable for any
      Loss of Damage or injury arising in connection with or from the use of the products or by method of
    3. Any design or description of use, capacity, durability, colour, manner of installation or application,
      information, details contained in drawings, data sheets, technical brochures or other illustrative
      documents (including directions for use and brochures) provided by Envirosystems are given
      as a general guide only and the Customer hereby acknowledges that is has satisfied itself as
      to the suitability of the products for the Customer’s particular purposes, use of application and
      Envirosystems shall not be liable in any and all of these aspects.
    4. Where consumer legislation implies warranties in respect of products or services and the products or
      services are of a kind not ordinarily acquired for personal, domestic or household use or consumption
      then the Customer’s remedies shall be limited to those set out in clause 12.1.
    5. Other than as expressly provided herein Envirosystems provides no other implied or express warranty
      to the Customer in relation to the products or services.
    6. Envirosystems shall have no obligation under this warranty herein until the full payment by the
      Customer of any and all monies owed to Envirosystems is received and/or Customers are within and
      under any current applicable Customer credit limit as approved by Envirosystems.
    7. Envirosystems does not warrant in any form any products produced by Envirosystems for the
      Customer under any form of toll manufacturing arrangement (i.e where Envirosystems manufactures
      the Customer’s products in accordance with the specifications and full information provided by the
      Customer to Envirosystems).
    8. Further the Customer hereby accepts any and all warranties in relation to the toll manufactured
      products (in connection with clause 12.7) and shall hold Envirosystems harmless from any action,
      claims, liability of loss in respect of any toll manufacturing.
  13. Samples
    1. Any sample product or sample colour is provided to indicate only the general nature of the product.
      Envirosystems provides no warranty or guarantee that the product supplied shall correspond in colour
      texture or blend with any sample or with any previous of future product supplied.
  14. Lien
    1. The Customer agrees that Envirosystems has a lien over any products supplied by Envirosystems
      under Contract for the price payable or any amount due from the Customer to Envirosystems until all
      amounts have been paid in full.
    2. In the event of default of payment by the Customer, Envirosystems may sell such products after notice
      to the Customer as Envirosystems sees fit including disposal of the products. Any additional Loss or
      Damage incurred by Envirosystems in exercising its rights under this clause shall be a debt due and
      payable on demand from the Customer.
  15. Force Majeure
    1. Envirosystems shall not be liable for any delay Loss or Damage or injury arising by reason of any
      event beyond its control and without limiting the generality of the foregoing such events including
      industrial disputes, the unavailability of equipment materials or labour, fire, flood, machinery
      breakdown, civil disturbance, acts of God or government or similar statutory or regulatory action.
  16. Intellectual Property
    1. Subject to the remainder of this clause 16, all right, title and interest in and to any goods, materials
      or developments in which copyright or other Intellectual Property subsist created by or on behalf
      of Envirosystems, created jointly with the Customer, or otherwise supplied by Envirosystems to the
      Customer, shall vest absolutely in and remain the sole property of Envirosystems.
    2. The supply of Goods shall imply a licence to the Customer to use the same but for no other purpose.
    3. The Customer undertakes not to utilise, copy, reproduce or disclose or permit others to utilise,
      copy, reproduce or disclose any such Intellectual Property without the prior written consent of
    4. Envirosystems acknowledges that the Customer retains all right, title and interest in and to Intellectual
      Property of the Customer supplied to Envirosystems under any Contract.
    5. The Customer grants Envirosystems a perpetual, irrevocable, royalty free licence under such
      Intellectual Property for the purpose of making all supplies contemplated by any Contract.
    6. Envirosystems makes no representation or warranty that the Goods supplied or the use of such
      Goods or items made from the Goods either alone or in conjunction with other goods will not infringe
      any Intellectual Property right.
    7. The Customer will notify Envirosystems of any claim or suit involving the Customer in which such
      infringement is alleged and if Envirosystems considers itself to be affected it will be entitled to control
      the defence of such infringement allegation.
  17. Artwork, Printing
    1. Without limiting clause 17, the Customer indemnifies Envirosystems from and against all claims,
      demands, suits and costs to which Envirosystems may become wholly or partially liable by reason
      of any artwork required to be done in accordance with the Customer’s specifications involving an
      infringement or alleged infringement of any Intellectual Property and any Loss that results therefrom.
    2. If the Customer supplies Envirosystems with any artwork for use on or in conjunction with packaging
      supplied by Envirosystems, then use or reproduction by Envirosystems of that artwork is not to be
      construed as a warranty or representation that it complies with the relevant legislation (in Australia or
      elsewhere) in relation to labelling, and the Customer hereby indemnifies Envirosystems in relation to
      any Loss arising as a result of the use or reproduction of such artwork.
    3. The Customer is responsible for providing the correct Global Trade Item Number (GTIN) in writing to
      Envirosystems where this is applicable.
    4. If the Customer supplies the copy/artwork for the GTIN symbol, then the Customer must ensure
      substantial compliance with the specifications for such symbols contained in the most recent edition
      of the applicable Industry Guidelines for the Numbering and Barcoding of Trade Items.
    5. Envirosystems will exercise reasonable care in printing the GTIN symbol but does not guarantee the
      accuracy or scannability of these symbols.
    6. No GTIN symbol can be considered defective if it is commercially scannable or is in substantial
      compliance with GTIN specifications at the time of manufacture.
    7. Envirosystems’s liability for manufacturing defects in GTIN symbols is limited to, at Envirosystems’s
      discretion, replacement of the packaging bearing the defective symbol or rectification of the symbol,
      with the manner of rectification at Envirosystems’s discretion.
  18. Tooling, Moulds, Dies, Designs etc.
    1. All dies, designs, sketches, negatives, photographs, plates, moulds, stereos, tooling, blocks, and
      engravings commissioned or made available by Envirosystems in connection with the supply of any
      Goods shall remain the property of Envirosystems notwithstanding that a charge may be made for
      their recovery, creation, use, maintenance, and storage.
  19. Quantity and Quality Tolerances
    1. Each Purchase Order must satisfy the minimum run-size requirements of Envirosystems. The quantity
      of the Goods delivered by Envirosystems under the Purchase Order can vary by up to 10% of the
      quantity specified by the Customer in the Purchase Order (and by up to 30% on order quantities of
      less than 1000).
    2. Where the Customer does not supply detailed colour specifications, Envirosystems shall develop
      colour specifications and print the product accordingly to the Customer’s general instructions.

      1. The Customer shall then either attend Envirosystems’s premises to view the production run and
        approve the colour specifications developed or alternatively the Customer shall be forwarded samples
        by mail for approval.
      2. In either case the Purchaser shall initial the samples approved. Subsequent production runs shall be
        based on the standards and specifications approved.
      3. Failure by the Customer to approve colour specifications will deny the Customer the right of objection
        in relation to the limits of colour variation developed by Envirosystems for that run.
      4. Where the Customer has selected colour specifications for light, nominal and dark standards
        specifying the nominal colour reproduction and associated light and dark limits, the Customer will
        only have the right of objection to the nominal colours selected by him if such colours have been
        nominated using a colour system accepted by Envirosystems.
    3. Where the Customer supplies specifications to Envirosystems, any Goods not varying in the
      specification stipulated by the Purchaser by more than the established industry tolerance shall be
      accepted by the Customer as complying with the Contract.
  20. Pallets
    1. All pallets delivered with the products remain the property of Envirosystems and shall be returned
      in good order and conditions to Envirosystems within 30 days of the delivery or on demand by
    2. Any pallet not returned by the said date shall be deemed rented by the customer at a rate as
      determined by Envirosystems
  21. Assignment
    1. Any contract incorporating these terms and conditions cannot be assigned by the Customer in whole
      or in part unless agreed in writing by Envirosystems and on any terms and conditions Envirosystems
      sees fit.
  22. Measurement and Payment
    1. Unless otherwise stated in the Contract the measurement of quantities for the purpose of calculating
      payments due to Envirosystems shall be on the basis of the quantities shown on the delivery docket
  23. Unanticipated and Latent Conditions
    1. Should Envirosystems encounter physical and/or latent conditions on the site or its surrounding
      which Envirosystems considers could not reasonably have been anticipated at the date of the offer

      1. Envirosystems shall advise the Customer of the existence of such changed conditions and the
        measure necessary to deal with the conditions; and
      2. all additional work carried out by Envirosystems or any Loss or Damage incurred by
        Envirosystems as a result of the unanticipated or latent conditions shall be at the Customer’s
  24. Delay in Installation
    1. Unless otherwise stated in the Contract the installation of products shall be carried out in accordance
      with the program of works as agreed between the Customer and Envirosystems.
    2. Where the program of works is delayed or suspended for any reason or cause outside the control of
      Envirosystems all additional Loss or Damage incurred by Envirosystems by reason of such delay or
      suspension shall be borne by the Customer.
    3. Envirosystems shall not be liable for any Loss or Damage incurred by the customer arising out of
      delay or suspension of the work under the Contract howsoever caused.
  25. Installation or Application of Products
    1. Where Envirosystems installs or applies products or provides services (including toll manufacturing)
      according to the Customer’s designs, plans, specifications or directions (the “information”) the
      Customer warrants to Envirosystems that the information is correct accurate and sufficient for the
      specified purpose.
    2. Envirosystems shall not be liable for any Loss or Damage or injury howsoever arising in connection
      with the installed, applied or manufactured products as a result of the information supplied by the
  26. Acceptance of Installation or Application
    1. At the completion of any installation or application works Envirosystems shall notify the Customer
      within 7 days of such notification and the Customer shall provide to Envirosystems a list of any items
      or work which the Customer considers to be outstanding or defective.
    2. Envirosystems shall not be liable for any outstanding work or defects which are not notified with this
      clause or clause 10.
  27. Statutory Requirements
    1. Should any such term or condition be deemed by legislation to be void, voidable or unenforceable
      then that term or condition shall be severed and the remaining terms and conditions shall continue
      with full force and effect.
  28. Notices
    1. All notices given under or in connection with a contract shall be in writing and given or delivered to
      the recipient at its address as specified in the contract or at its registered offices.
  29. Dispute Resolution
    1. The Customer and Envirosystems hereby agree that any and all claims (contractual, statutory,
      common law or otherwise), disputes, or suits that in any way, directly or indirectly, arise out of or relate
      to the contract shall first be submitted to non-binding mediation before a neutral mediator jointly
      selected by the parties.
    2. In the absence of resolution by mediation, all such claims shall be settled by arbitration in accordance
      with the Australian Centre for International Commercial Arbitration’s rules current at the date of the
      reference of the dispute to arbitration. Any such mediation and/or arbitration shall take place in
      Sydney, Australia.
    3. Any claims, disputes or suits between the parties hereto shall be governed by, and construed and
      enforced in accordance with, the laws and courts of the New South Wales and the courts competent
      to determine appeals from those courts.
  30. Governing Law
    1. The contract is governed by and subject to the laws of New South Wales and any competent court
      within that State.
  31. Confidential Information
    1. If at any time Envirosystems disclosures to the Customer or the Customer becomes aware of
      confidential information of Envirosystems including information relating to products, formula,
      recipe, materials, systems, procedures, processes, tests or equipment or information that by its very
      appearance and content is of a commercial or confidential nature or can be reasonably construed
      as being of a commercial or confidential nature the Customer shall not use the information for any
      purpose not approved by Envirosystems and shall not disclose that confidential information to any
      person without Envirosystems’ written approval.
    2. Should the Customer be in possession of any such confidential information the Customer warrants
      that it will on discovery of the confidential information contact and inform Envirosystems of the
      information in the Customer’s possession and take all action necessary to maintain the confidential
      nature of the information.
  32. Limitation of Liability
    1. Envirosystems and its directors, employees, consultants, contractors and agents shall not be liable
      to the Customer (i) under or in connection with the contract (ii) in tort for negligence or otherwise
      (iii) otherwise at law (including by statute to the extent it is possible to exclude liability) and in equity
      generally including without limitation for restitution for unjust enrichment for any Loss or Damage
      which is not expressly provided for by contract. To the extent that Envirosystems is liable under
      contract then Envirosystems liability to the Customer will be reduced to the extent the Customer
      contributed to the Loss or Damage and in any event and in the aggregate is limited to the Contract
  33. PPS Law
    1. In this clause PPSA means the Personal Property Securities Act 2009 (Cth) and terms defined in the
      PPSA have the same meaning in this clause (unless otherwise defined in this clause).
    2. The Customer agrees that these Conditions constitute a security agreement for the purposes of the
    3. The Customer grants to Envirosystems, and each of its Related Bodies Corporate (each a “Secured
      Party”), a security interest in all Unpaid Goods and equipment supplied to the Customer by
      Envirosystems and any proceeds in respect of those Unpaid Goods and equipment (“Proceeds”) to
      secure the Amounts Outstanding.
    4. The Customer acknowledges that such security interest shall be held jointly and severally by the
      Secured Parties and agrees that such security interest may be enforced by any one or more of
      the Secured Parties. To the extent that any Secured Party is not a party to these Conditions, these
      Conditions shall take effect as a deed poll by the Customer in favour of that Secured Party and shall
      be enforceable by that Secured Party.
    5. The Customer agrees that a Secured Party may register, in any manner it considers appropriate,
      any security interest on the Personal Property Securities Register which in its opinion is created by
      or contemplated under these Conditions and, for the avoidance of doubt, may include any or all the
      Secured Parties as the secured party in such registration.
    6. The Customer agrees not to lodge any Amendment Demand with respect to any registration made by
      a Secured Party.
    7. The Customer agrees, at its own cost, to do anything (such as obtaining consents, signing and
      producing documents and supplying information) which a Secured Party reasonably requires for the
      purposes of;

      1. ensuring that any security interest is enforceable, perfected with the highest priority and
        otherwise effective; or
      2. enabling a Secured Party to apply for any registration, or give any notification, in connection
        with a security interest; or
      3. enabling a Secured Party to exercise rights in connection with a security interest.
    8. The Customer agrees that until ownership of the Unpaid Goods has passed to the Customer under
      clause 6, it will not enter into any agreement or arrangement which gives rise to, or permits any other
      person to register, any security interest in respect of the Unpaid Goods or the Proceeds without
      Envirosystems’s prior written consent, and will not otherwise deal with the Unpaid Goods or Proceeds
      in a way that will or may prejudice any rights of a Secured Party under these Conditions.
    9. To the maximum extent permitted by law, the Customer waives: (a) its rights to receive any notice or
      statement that is required by:

      1. any provision of the PPSA (including a notice of a verification statement); or
      2. any other law before a secured party exercises a right, power, or remedy; and
      3. any time period that must otherwise lapse under any law before a Secured Party exercises a
        right, power, or remedy.
    10. If the law which requires a period of notice or a lapse of time cannot be excluded, but the law provides
      that the period of notice or lapse of time may be agreed, that period or lapse of time is one day or the
      minimum period the law allows to be agreed (whichever is the longer).
    11. However, nothing in this clause prohibits a Secured Party from giving a notice under the PPSA or any
      other law.
  34. Miscellaneous
    1. Any of these Conditions may be varied in writing by Envirosystems at any time by notice to the
    2. The Customer may not exercise any right of withholding, deduction, or setoff.
    3. The Customer may not assign or novate any of its rights or obligations under the Contract without the
      prior written consent of Envirosystems.
    4. The Customer agrees that Envirosystems may apply payments to Amounts Outstanding as it sees fit,
      notwithstanding any contrary appropriation by the Customer.
    5. Failure by Envirosystems to insist on strict performance of any of these Conditions shall not be
      deemed a waiver thereof. The waiver by Envirosystems of any provision, or breach of any provision,
      of the Contract is not to be construed as a waiver of any other provision or a breach of any other
      provision, or of any further breach of the same or any other provision of the Contract.
    6. If any provision of the Contract is unenforceable or void either in whole or in part for any reason,
      then that provision (or part) is deemed to be deleted without in any way affecting the validity or
      enforceability of any other provision.
    7. The Contract (including the details appearing on the accepted Purchase Order and any credit
      application and Invoice) constitutes the entire agreement between the Customer and Envirosystems
      and no modification is binding in relation to the Contract unless agreed to in writing by Envirosystems.
    8. Any dispute arising out of the Contract is governed by the laws of the State or Territory of Australia
      where the Purchase Order was received by Envirosystems and the Customer submits to the
      jurisdiction of and agrees to be bound by the Federal Courts of Australia and of that State.
    9. All costs and expenses incurred by Envirosystems to remedy any breach by the Customer of the
      Contract or to enforce Envirosystems’s rights under the PPSA or the Contract shall be recoverable
      from the Customer in addition and without prejudice to Envirosystems’s right to damages for breach
      of the Contract.

Kupon sayma ilə ən yaxın effekt neçə bahis edəcəyinizi öyrənə bilərsiniz. mərc saytında olduğu Əldə etdiyi uğurların fonunda “Xaç atası”nın 1974 və 1990-cı illərdə növbəti seriyaları çəkilib. mərc edərək pul qazana Arəstə Baxışova 1989-cu il mayın 4-də Xaçmaz rayonunun Qımılqışlaq kəndində anadan olub. bazarının köməyi Bu barədə Daxili İşlər Nazirliyinin Mətbuat Xidmətinin Lənkəran regional qrupu məlumat yayıb. 1xbet qeydiyyat