1. Background
a) These Commercial Trading Terms set out the basis on which STA Consulting Group Pty Ltd ACN 153 047 566 trading as STA Consulting Engineers (STA) will provide Products and Services to the Customer.
b) These Commercial Trading Terms apply to the Customer in conjunction with:
- the particulars specified in any Quote provided by STA;
- (where completed by the Customer) the STA Credit Application;
- any Guarantee and Indemnity provided by the Customer in favour of STA;
- the STA Privacy and Credit Reporting Policies.
c) For the purposes of these Commercial Trading Terms, the documents entered into between the parties and referred to in 1(b) are collectively referred to as the “Agreement”.
d) To the extent of any inconsistency between the documents referred to in 1(b), the following order of priority between the competing terms is to be given:
- any terms specified in a Quote;
- any terms specified in any Guarantee and Indemnity provided in favour of STA; and
- lastly, these Commercial Trading Terms.
2. Agreement
2.1 Acceptance
a) The Customer agrees to be bound by the Agreement with STA where the Customer:
- signs a copy of any Quote for the provision of Products or Services;
- provides instructions for STA to commence providing Products or Services after receiving a Quote;
- makes payment of any deposit for Products or Services, or makes payment of any other amount as specified in a Quote;
- signs a copy of any Credit Application; or
- otherwise requests (whether orally or in writing) that STA commence the supply of any Products or Services.
2.2 Quotes
a) Where the Customer has been issued with a Quote for the provision of Products or Services by STA, the Quote will automatically expire either 30 days , from the date of issue, (or on such other date as specified in the Quote)if it is not accepted.
b) The Customer acknowledges that STA’s Quote assumes that:
- the Customer will not delay STA’s provision of Products or Services for any reason; and
- the information provided to STA relied upon to provide the relevant Quote will be accurate, complete and not misleading.
c) If the Customer becomes aware of any matter that will or may change the scope, character, quality, or sequence of timing of the provision of the Products or Services, the Customer must promptly notify STA of that matter. STA may treat such further information as a request for a variation and deal with the information in accordance with clause 4.
2.3 Cooling-off and Cancellation Fee
a) If the Customer has accepted the terms of a Quote provided by STA, the Customer may withdraw such acceptance at any time within the period of 24 hours from communication its acceptance of the Quote (Cooling-Off Period).
b) After the expiry of the Cooling-Off Period and subject to STA not yet having commenced delivery of the Products or Services, if the Customer wishes to withdraw its acceptance of a Quote, a cancellation fee of $100.00 (including GST) will be payable by the Customer to STA. The. Customer acknowledges that this fee is a genuine pre-estimate by STA of the costs and expenses that will be incurred by STA as a consequence of the Customer’s withdrawal after the expiry of the Cooling-off Period.
c) If the Customer wishes to withdraw its acceptance of any Quote following the issue by STA of any design work or documentation, STA’s hourly rates specified in clause 5.7 will apply for work performed up to the time of cancellation up to the value of the Quote
3. Commercial Trading Account
3.1 Withdrawal or variation of credit
a) The Customer acknowledges that where STA has provided the Customer with a Credit Account, STA may at any time and without the need to provide a reason, vary or withdraw any credit granted to the Customer.
b) Where the Customer completes a further application for a Credit Account, that application and the granting of any further Credit Account will not be in derogation of, but will be in addition to, any previous Credit Account and the terms and conditions attaching to that account (except as notified by STA in writing).
3.2 Change of details
Where the Customer has been granted a Credit Account, the Customer must provide written notice to STA of any change in the Customer’s structure or management, including any change of director, shareholder, partnership, trusteeship, address or QBCC license status within seven (7) days of the change.
3.3 Transactions
The Customer agrees that it is liable for all transactions and expenses involving its Credit Account. This includes in respect of:
a) use of the Credit Account by employees or contractors of the Customer;
b) any fraudulent use of the Credit Account by the Customer or any person authorised by the Customer to use the Credit Account; or
c) the fraudulent use of the Customer’s Credit Account generally.
3.4 Guarantee
a) All guarantees under or related to these Commercial Trading Terms (whether provided in respect of a Credit Account or otherwise) will be continuing guarantees and will terminate only with STA’s written agreement.
b) If the Customer is a corporation (other than a listed public company):
- STA may, in its sole discretion, require the Customer to procure the execution and delivery to STA by each of the Customer’s directors, a guarantee and indemnity in relation to the Customer’s obligations in a form acceptable to STA; and
- the Customer must notify STA in writing of any change to the directors and shareholders. STA may require the Customer to procure the execution of additional security determined by STA (including any guarantee and indemnity to be given by additional directors or shareholders) as a condition of providing further credit or for maintaining the arrangements under the Credit Account.
4. Variation
4.1 Scope
a) Where the Customer wishes to vary the nature of any Products or Services that STA has agreed to provide, it must request such a variation from STA in writing (Variation Request). STA may, in its sole discretion, agree to the variation proposed in any Variation Request.
b) If STA agrees to a Variation Request proposed by the Customer, STA must provide the Customer with an estimate of the additional or varied costs that will be incurred by the Customer as a result of the variation, prior to effecting the variation.
c) If no estimate of varied costs is provided pursuant to 4.1(b), then any Services provided pursuant to a Variation Request will be the subject of a separate fee charge at the hourly rates specified in clause 5.7, calculated on a time basis for each respective change and/or variation.
4.2 Regulation & Supply
a) The Customer acknowledges and agrees that STA may, in its sole discretion, vary the costs associated with its provision of any Products or Services in circumstances where:
- there has been a change in law or regulation that materially effects the ability of STA to deliver any Products or Services at the price originally agreed between the parties; or
- there is a material rise or fall in the cost of supply of the products which negatively effects the ability of STA to deliver the relevant Products or Services for the price originally agreed between the parties.
b) If STA intends to make a variation to the price of Products and Services in the circumstances contemplated by 4.2(a), then it must:
- provide notice to the Customer as seen as reasonably practicable of the proposed variation; and
- provide the Customer with such documentation and materials that are sufficient to demonstrate to the Customer that the variation to price is reasonable and proportionate to the additional costs that will be incurred by STA in delivering the Products and Services.
5. Payment & Charges
5.1 Payment Terms – Credit Account Holders
a) Where the Customer has a Credit Account, the Customer must pay for all purchases within 30 days from the end of the month in which the invoice is generated relating to the relevant purchases, or within any alternative credit period granted in writing by STA.
b) Amounts payable by the Customer must be paid in cleared funds without set-off, counterclaim, deduction or withholding.
5.2 Payment Terms – General
a) In consideration for STA providing the Customer with Products or Services, the Customer must pay to STA the amounts set out in the relevant Quote for the Products or Services and any associated charges (including freight). Such payment must be made in the manner that was specified in the Quote.
b) Where Products or Services are being requested by the Customer and the Customer does not have a Credit Account, STA will issue an invoice for the amount of the Quote (or such other amount as STA deems reasonable) and will require full payment of that invoice for the Products and Services, and any associated charges, before commencing work or providing any Products.
5.3 Certification
A statement signed by an officer of STA certifying the amount of any moneys payable by the Customer, or identifying any Products and Services, as being “unpaid for” is, in the absence of manifest error, conclusive and binding on the Customer.
5.4 Progress claims
Rather than invoicing for Products or Services to be delivered upon completion or delivery, STA may (at its absolute discretion) choose to issue progress claims in respect of the fees due and owing at monthly intervals (or such other time as is agreed between the parties). Such progress claims in respect of fees paid for works to be performed or Products delivered will be issued on the last business day of each month.
5.5 Outstanding Fees and Charges
a) The Customer acknowledges that STA may charge the Customer interest on all outstanding payments at a rate equivalent to 3% p.a. above the annual business overdraft interest rate on overdrafts of $100,000 as charged by STA’s principal banker..
b) If any amounts rightfully due and owing to STA by the Customer remain unpaid at the end of the second month after such amounts became due and owing, the Customer acknowledges that STA may charge an amount of the greater of $20.00 or 10.00% of the amount overdue as an administration fee, which shall become immediately due and payable. The Customer acknowledges that this fee is a genuine pre-estimate by STA of the loss, costs and expenses which shall be incurred by reason of the Customer’s default in payment and the recovery thereof.
c) The Customer must pay to STA any costs, charges and expenses (including all stamp duty and legal fees and costs and debt recovery expenses on a full indemnity basis as a liquidated debt) incurred by STA in connection with the exercise or attempted exercise of any power, right or remedy under the Agreement (including without limitation the recovery of any moneys rightfully due and owing by the Customer to STA) and the failure of the Customer to comply with any of the terms of the Agreement.
5.6 Set off
STA may at any time set-off amounts owed by STA to the Customer against amounts owed by the Customer to STA. STA shall notify the Customer in writing of any set-off.
5.7 Hourly Rates
Unless otherwise specified in the Quote, the hourly rates to be charged by STA in respect of the provision of Products and/or Services (which rates are subject to change at STA’s absolute discretion by notice in writing to the Customer) will be:
(a) Chief Engineer
(b) RPEQ $
(c) Senior Engineer – $150 per hour (plus GST);
(d) Engineer – $125 per hour (plus GST);
(e) Senior Drafter – $100 per hour (plus GST);
(f) Draftsperson – $75 per hour (plus GST).
6. STA’s obligations
a) STA will provide the Products and Services with reasonable skill, care and due diligence and in accordance with all laws and regulations governing its obligations.
b) If STA considers that any documentation made available to it by the Customer to enable STA to provide Products or Services is in any way incorrect or deficient, STA will notify the Customer and may request further documents and information before providing the Products and Services. All such further documentation and information must be provided promptly by the Customer and without undue delay. Regardless of anything else agreed between STA and the Customer, STA will not be obliged to provide Products or Services until documentation and information has been provided by the Customer.
c) If STA becomes aware of any matter that will change the scope, character, quality, sequence or timing of the Products or Services to be delivered, then STA will promptly notify the Customer of that matter and, if required, may issue an amended Quote.
7. Role of Customer
7.1 Information
a) The Customer must provide STA with all documentation, information and directions necessary to enable STA to deliver the Products and Services.
b) Unless otherwise agreed in writing by STA, the Customer must, at its own cost, obtain all access, approvals, authorities, licenses and permits necessary to enable STA to provide the Products or Services.
c) The Customer, at its own cost, must ensure that all materials, information and other documents provided to STA in connection with the provision of Products and Services meet or surpass the minimum standard requirements of all applicable rules, regulations, laws or other relevant authorities in the relevant jurisdiction from time to time.
7.2 Customer Representative
a) The Customer must communicate with STA through a representative of the Customer who at all material times has authority to bind the Customer in respect of all matters in connection with the supply of the Products or Services.
b) The Customer must cooperate with STA in respect of the performance or provision of Products or Services, and must not interfere with, obstruct or otherwise deter from the performance of the Products or Services.
7.3 Access
Prior to the provision of any Products or Services, the Customer:
a) must permit STA to attend at the premises of the Customer (if required) to allow it to determine the condition and suitability of the premises, or any equipment for the performance of the Products or Services; Any reasonable expense or loss suffered by STA as a consequence of a lack of access will be charged to the Customer.
b) must obtain the necessary permits and plans for the completion of the Services or delivery of the Products and pay any fees payable to any local government or other authority required for the performance of the Products or Services; and
c) where applicable, must clearly mark the location of and identify all services above and below ground at the premises including, but not limited to any drains, pipes, sewers, mains, telephone or data cables.
8. Supply of Services
8.1 External Consultants & Subcontractors
a) Where STA considers that an external consultant or contractor is required to enable STA to provide the Services then STA may, upon agreement in writing between the parties, engage a consultant or contractor on terms to be agreed by the parties.
b) Where the engagement of an external consultant or contractor is not agreed by the parties and is necessary to safely and adequately provide the Services, STA may vary the scope of work accordingly.
c) The Customer agrees to indemnify STA against all liability arising from the engagement of a consultant or contractor including, without limitation, any liability in respect of third parties.
d) The Customer agrees to sign and complete all paperwork as is reasonably required by STA in respect of the engagement of an external consultant or contactor.
8.2 Administration Fee
Where STA has engaged a consultant or contactor in accordance with clause 8.1, the Customer agrees to pay to STA an administration fee equal to 15% of the total cost of that consultant or contractor.
9. Delay
a) STA shall not be liable for any failure to deliver or for any delay in delivery of Products or performance or provision of Services occasioned by any cause whatsoever, whether or not beyond the control of STA.
b) If performance or provision of Products or Services is delayed by an act, omission or default of the Customer or its employees or agents, consultants or contractors, the Customer agrees to indemnify STA for all costs and expenses incurred by STA as a result of the delay.
9.2 Claims
a) The Customer must inspect all Products and Services provided to the Customer or its nominated agent within 7 days of delivery to the Customer (“Inspection Period”) or completion of the Services (as the case may be) in order to ensure that the relevant Products or Services are fit for purpose. The Customer must notify STA within the Inspection Period if Products or Services that have been delivered are not fit for purpose or have otherwise been provided in a defective state (Defective Services).
b) Where Defective Services have been provided by STA, STA shall attend to the rectification of the Defective Services.
c) Where the Defective Services are not able to be rectified, then STA shall provide the Customer with a credit for the amount that the Customer has paid STA for the Defective Services, however no refund shall be payable to the Customer.
d) If the Customer has not provided notice to STA within the Inspection Period then the Products and Services will be deemed to have been provided in good condition and to be fit for purpose.
10. Retention of Title
a) Where Products are to be supplied to the Customer by STA, property in the Products shall not pass until the Customer has paid all money owing to STA in full.
b) Risk in the Products passes to the Customer at the time of delivery.
c) The Customer holds the Products as fiduciary bailee and agent for STA and must keep the Products physically separate from all other goods of the Customer, and clearly identified as owned by STA until payment of all moneys owed by the Customer to STA.
11. Intellectual Property Rights
11.1 Intellectual Property Rights
a) STA retains all right, title and interest in and to all Intellectual Property Rights in:
- all content, documentation and materials developed by STA prior to its engagement with the Customer; and\
- all content, documentation and materials developed by STA during its engagement with the Customer, unless developed specifically for the Customer and agreed in writing between the parties that such Intellectual Property Rights will vest in the Customer;
b) The Customer grants a licence to STA for the duration of the engagement between the parties to use all Intellectual Property Rights in any documentation, content or materials provided to STA by the Customer for the purposes of providing the Products and Services. Such licence includes the ability to sublicence to contractors engaged by STA to deliver any Products or Services.
c) Subject to the Customer complying with its obligations under the Agreement, STA grants a revocable, non-exclusive license to the Customer to use and exploit the Intellectual Property Rights in any content, documentation or materials developed for the Customer by STA, limited strictly to the purposes for which they were provided.
d) Nothing in the Agreement prohibits STA from using its Intellectual Property Rights to provide Products or Services to third parties, even if they are the same or substantially the same as those provided to the Customer.
e) For the avoidance of doubt, if during the course of providing any Products or delivery its Services, STA develops, discovers or first reduces to practice a concept, product or process which is capable of being patented, then such concept, product or process shall be and remain the property of STA and the Customer must not use, infringe or otherwise appropriate the same without first obtaining the written consent of STA.
11.2 Third Party Material
a) The Customer must ensure that STA is permitted to use any Third Party Material that is provided to STA for the purposes of fulfilling its obligations under the Agreement.
b) The Customer indemnifies and holds harmless STA in respect of all Loss suffered or incurred by STA (even when such Loss has not yet been fully realised) that arises as a result of any Claim made by a third party that the use by STA of any Third Party Material provided by the Customer infringes the rights of that third party.
12. Privacy and Credit Information
a) In order to provide its Services and deliver its Products, STA may be required to collect personal information and credit information relating to the Customer. All such information is collected in accordance with the STA Privacy Policy, STA Credit Reporting Policy and applicable legislation.
b) The Customer acknowledges that at the time of entering this Agreement, it has been provided with and had the opportunity to review the STA Privacy Policy and STA Credit Reporting Policy.
13. Dispute Resolution
a) If a dispute arises out of or in connection with the provision of the Products or Services, either party may by notice in writing served on the other party identify the breach or items in dispute (Breach Notice) and require that an action plan to resolve the dispute, be developed and agreed between STA and the Customer, within 14 days of service of the Breach Notice.
b) Each party agrees to use their best endeavours to resolve the dispute or agree on a process for resolving the dispute within 28 days of receipt of the Breach Notice.
c) In the event that the dispute is not resolved or a process for resolution is not agreed to within 28 days of the Breach Notice, then an Event of Default is deemed to have occurred, and the parties may resolve the dispute through litigation.
14. Charge over property
a) As security for payment to STA of all moneys payable by the Customer and for the Customer’s obligations generally under the Agreement between the parties, the Customer charges in favour of STA the whole of the Customer’s undertaking, property and assets (including without limitation all of the Customer’s interests, both legal and beneficial, in freehold and leasehold land) both current and later acquired.
b) The Customer irrevocably appoints each director of STA as the Customer’s attorney to do all things necessary to create and register each charge.
15. Personal Property Securities Act
15.1 Registration of Interest
a) The Customer acknowledges and agrees that STA’s retention of title in clause 10 constitutes a security agreement for the purposes of the PPSA and creates a security interest in STA’s favour in the Products supplied under this Agreement.
b) It is the intention of the parties that the security interest in the Products is a purchase money security interest (including proceeds from the sale of the Products).
c) The Customer agrees that immediately upon:
- the creation of a Credit Account; or
- a failure to adhere to the payment terms of these Commercial Trading Terms,
all amounts owing to STA are a secured debt, with the security being a security interest in all present and after-acquired property (including any proceeds from the sale of such property).
d) The Customer agrees that STA may attend to registration of any security interests on the PPSR without notice to the Customer.
e) The Customer undertakes to:
- promptly sign any further documents and/or provide any further information which STA may reasonably require to:
a) register a financing statement or financing change statement in relation to a security interest on the PPSR;
b) register any other document required to be registered pursuant to the PPSA; and
c) correct a defect in a statement or document referred to in clauses 15(e)(i)(A) and (B). - pay STA for all expenses incurred in registering a financing statement or financing change statement on the PPSR or releasing any property we have a security interest in;
- not register, or permit to be registered, a financing statement or a financing change statement in relation to the Products in favour of a third party, without STA’s prior written consent;
- give STA not less than 14 days written notice of any proposed changes in the Customers personal details, including but not limited to changes in name, address, facsimile number, email address, trading name or business practices; and
- pay STA for any costs incurred, including legal fees and disbursements on a solicitor-client basis, in obtaining an order pursuant to section 182 of the PPSA and/or enforcing or attempting to enforce any security interest created in favour of STA under these Commercial Trading Terms or otherwise.
f) The parties agree that sections 96, 115 and 125 of the PPSA do not apply to the security interest created by these Commercial Trading Terms.
g) Pursuant to section 144, the Customer waives its rights to receive notices under sections 95, 118, 121, 130, 132 and 135 of the PPSA.
h) The Customer waives its rights:
- as a grantor and debtor under sections 142 and 143 of the PPSA;
- to receive a verification statement in accordance with section 157 of the PPSA.
i) Any payments by the Customer will be applied in the order specified in section 14(6)(c) of the PPSA regardless of any direction or request by the Customer, any agreement between the parties (express or implied) or the application of any such payment by STA. STA does not waive any rights under this clause by applying any payment in a different order.
15.2 Service
All notices or documents required to be given to STA for the purposes of the PPSA must be given in accordance with the PPSA. Any notices or documents required to be given by STA to the Customer for the purposes of the PPSA or for any other purposes will be effectively ‘given’, ‘served’ and ‘delivered’ if sent by STA to the Customer by pre-paid ordinary post to any one of the following addresses:
a) the last address for the Customer known to STA;
b) if the Customer is a Company, the registered office or principal place of business; or
c) if the Customer trades under a registered business name, any address contained on a current business extract for that business name.
16. Suspension and Termination
16.1 Suspension or ceasing of supply
STA may without incurring any liability to the Customer and without prejudice to STA’s other rights, in an Event of Default:
a) cease or suspend supply of Products or Services to the Customer;
b) call up moneys owed to STA by the Customer;
c) retain all moneys paid on account to STA; or
d) recover from the Customer all loss of profits and other costs arising from the Event of Default.
16.2 Termination by Customer
The Customer may, by written notice to STA, terminate these Commercial Trading Terms:
a) due to an Event of Default; or
b) by 60 days written notice to STA.
The Customer agrees to pay any reasonable loss or damage suffered by STA in connection with a termination pursuant to sub-clause 15.2(b).
16.3 Termination by STA
STA may, by written notice to the Customer, suspend the provision of Products or Services or terminate the agreement:
a) with immediate effect and without further notice in the event of any Event of Default;
b) with immediate effect and without notice if the Customer is otherwise in breach of any obligations under these Commercial Trading Terms and such breach is otherwise incapable of remedy; or
c) by 60 days’ written notice to the Customer.
16.4 Effect of termination
Upon termination of this Agreement for any reason, the Customer remains liable for payment of all amounts (including costs and expenses incurred by STA as a result of the termination) incurred up to and incidental to the date of the termination, which amounts include, without limitation, any cancellation charges of external consultants, and any work carried out or to be carried out up to the date of suspension but not yet billed as at the date of the termination.
17. Limitation of liability and indemnity
17.1 Limitation of liability
a) Unless otherwise required by law, STA’s liability for any breach of the Agreement in contract, tort (including negligence) or equity is limited, at its sole discretion to:
- the replacement cost of the Products delivered or Services supplied;
- the supply of equivalent Products or Services;
- the amount paid by the Customer to STA under the Agreement; or
- the amount paid out and actually received by STA under any policy of insurance to which STA is a beneficiary (less any excess).
b) To the maximum extent permitted by law, STA will not be liable for any Consequential Loss incurred by the Customer or any other person whether directly or indirectly related to the Agreement.
17.2 Indemnity
a) The Customer agrees to indemnify STA and keep STA indemnified against any Loss that may be incurred by STA arising from or in connection with any breach or default by the Customer of this Agreement.
b) The indemnity provided by the Customer in favour of STA pursuant to 16.2(b) will be reduced in proportion to the extent that any Loss occurs as a result of or is contributed to by a negligent act or omission by STA.
18. Definitions and Interpretation
18.1 Definitions
In this document the following definitions apply unless the context requires otherwise:
Business Day means a day that is not a Saturday, Sunday or any other day that is a public holiday or bank holiday in the place where an act is to be performed or a payment is to be made.
Claim includes, in relation to a person, a demand, claim, action, dispute or proceeding made or brought by or against the person, however arising and whether present, unascertained, immediate, future or contingent.
Consequential Loss means indirect economic Loss, Loss of income or profit, Loss resulting from wasted time, damage to goodwill or business reputation, Loss of opportunity or any other special, indirect, remote or punitive Loss.
Credit Account means the approved credit account established for the Customer to receive Products and/or Services on credit from STA.
Customer means the customer whose details appear in the Application for an Account and the Customer’s subsidiaries, holding companies and other related entities.
Event of Default means any of the following events:
a) a Breach Notice has been issued in accordance with clause 12 and the breach has not been remedied within the specified time;
b) the Customer fails to pay for any Products and Services and/or the Customer breaches these Commercial Trading Terms;
c) the Customer ceases or threatens to cease carrying on business;
d) if the Customer is a company:
- an order is made or a resolution is effectively passed for winding up of the Customer;
- the Customer resolves to appoint a receiver or provisional liquidator or an administrator;
- a receiver or provisional liquidator or an administrator is appointed;
- the Customer goes into liquidation or makes an assignment or an arrangement or composition with the Customer’s creditor; or
- the Customer stops payment or is deemed unable to pay the Customer’s debts within the meaning of the Corporations Act 2001 (Cth); or
e) if the Customer is a natural person:
- an order is made for the Customer’s bankruptcy;
- the Customer dies or becomes mentally or physically incapable of managing his or her affairs; or
- an order is applied for or made to place the assets and affairs of the Customer under administration.
Intellectual Property Rights includes all copyright, trademark, design, patents, drawings, reports, calculations, documents, and any rights to registration of such rights existing anywhere in the world, whether created before or after the date of the Agreement but excludes moral rights.
Loss includes any damage, loss, cost, liability or expense of any kind and however arising (including as a result of any Claim) including penalties, fines and interest whether prospective or contingent and any amounts that for the time being are not ascertained or ascertainable.
Quote means the formal notice of the price charged for the Products and/or Services, and includes notice by way of email, pricelist or invoice.
Products means all products supplied or to be supplied by STA in accordance with the Quote and these Commercial Trading Terms and, for the purposes of clause 10, includes commingled Products and any other item in which any Products may be incorporated as parts, components or Products and the proceeds of sale of any of them.
PPSA means the Personal Property Securities Act 2009 (Cth) and any regulations forming part of or passed under it.
Services means the consulting engineering services and other ancillary services provided by STA to the Customer.
Third Party Material means all materials in which the Intellectual Property Rights are owned by a party other than the parties to this Agreement.
18.2 Interpretation
In interpreting this document, unless the context provides otherwise:
a) words or expressions used in this document, which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth), the Personal Property Securities Act 2009 (Cth) or the Corporations Act 2001 (Cth) have the same meaning in this document;
b) the singular includes the plural and vice versa, and a gender includes other genders;
c) another grammatical form of a defined word or expression has a corresponding meaning;
d) a reference to a party means a party to this document and includes the party’s executors, administrators, successors and permitted assigns;
e) a reference to a person includes a firm, individual, corporation, association, government body or other corporate body;
f) an obligation or liability assumed by two or more persons binds them jointly and severally and a right conferred on two or more persons benefits them jointly and severally;
g) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this document or any part of it;
h) if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day;
i) a reference to a law or statute includes regulations under it, reenactments and replacements; and
j) headings and table of contents are for ease of reference only and do not affect interpretation.
19. Standard provisions
19.1 Goods and Services Tax
a) Unless otherwise expressly stated, all amounts stated to be payable under this document are exclusive of goods and services tax (GST). If GST is imposed on any supply made under or in accordance with this document, then the GST payable must be paid to the supplier as an additional amount by the recipient of the supply, provided the supplier provides a tax invoice in respect of the taxable supply.
b) If a party is entitled to be reimbursed or receive compensation for any of its costs, expenses or liabilities then the amount to be paid is to be reduced by the input tax credits to which that party is entitled to receive in relation to those amounts
19.2 Force Majeure
A party will not be liable for any failure or delay in the performance of its obligations under the Agreement to the extent that such failure or delay:
a) is caused by a circumstance not within the reasonable control of the party; and
b) could not have been reasonably avoided, prevented or circumvented by the party.
19.3 General
a) Each party must promptly do all further acts and execute and deliver all further documentation reasonably requested by the other party to give effect to the contemplations of these Commercial Trading Terms
b) Unless expressly stated otherwise, a party may in its absolute discretion, give conditionally or unconditionally or withhold, any consent. To be effective any consent under the Agreement must be in writing.
c) The non-exercise of or delay in exercising a right of a party will not operate as a waiver of that right, nor does a single exercise of a right preclude another exercise of it or the exercise of other rights. A right may only be waived by written notice signed by the party to be bound by the waiver.
d) This engagement is governed by the law in force in the State of Queensland and each of us submit to the non-exclusive jurisdiction of the courts of Queensland.
e) A party cannot assign, novate or otherwise transfer any of its rights or obligations under this document without the prior written consent of each other party.
f) Any provision of these Terms that is illegal, void or unenforceable will be severed without prejudice to the balance of the conditions which will remain in force.