Terms & Conditions

WEBSITE TERMS OF USE


1. About this Website
(1) This website is published by Selectrix Industries Pty. Limited(“us”, “our”, “we”, Our Company “selectrix.com”).
(2) Your use of www.selectrail.com (“website”) is subject to these terms of use (“Terms”). If you do not accept these Terms, you must not use this website.
 
2. Website Information & data
(1) Images of goods published in this website which do not contain any advertised price beside that image are not offered for sale.
(2) Photographs are for illustrative purposes only.
(3) International visitors to this website should not rely on information contained in this website, including specifications or pricing.
 
3. Website Content and statements made
(1) We may, at any time, add or remove content from this website without notice to the user.
(2) Any articles, information or content published on this website are subject to these Terms.
(3) Although we use our best endeavours to confirm the accuracy of any information published on this website, you agree that we cannot be held responsible for inaccuracies or errors caused by incorrect information supplied to us or by manufacturers or suppliers changing product specifications without notice to us. You agree to make your own enquiries to verify information provided and to assess the suitability of products before you purchase them.
(4) The information, materials and services in this website is provided as a recommendation and for general information purposes only. You are responsible for determining the validity, quality and relevance of any information, material or service assessed and to take appropriate independent advice before acting or relying on any of it to ensure that it meets your particular requirements. You should report any error or omission in any information, material or service, via the contact page.
(5) We shall not be liable for any errors in content, or for any actions you take in reliance on them. You may not hold us liable for any delays, inaccuracies, errors or omissions in respect of such content, the transmission or delivery of such content.
 
4. Use of this Website
(1) You agree to use this website strictly for purposes that are permitted by these Terms.
(2) You agree that you will not engage in any activity that interferes with this website or the servers and networks that host this website. You agree not to circumvent, disable or otherwise interfere with security-related features of this website or features that prevent or restrict use or copying of any content.
(3) We may stop providing access to this website to you, or to guests or members generally, at its discretion and without giving prior notice to you.
(4)We may restrict your access to this website in which case, you may be prevented from accessing all or some parts of the website.
(5) Access to this website is offered on an "as is" and "as available" basis only.
(6)We may limit or restrict the use you may make of this website. We may withdraw this website, or change or remove website functionality at any time without notice to you.
 
5. Intellectual Property Rights
(1) The “Selectrix and Selectrail” logos are registered trade marks of Selectrix Industries Pty Limited.
(2) You acknowledge that any intellectual property rights, including graphics, logos, trademarks, distinctive brand features, design, text, icons, the arrangement of them, sound recordings and all software relating to this website, are owned by us or third party, and that these remain the property of their respective owners and must not be used in any manner without the prior written consent of the owner. These intellectual property rights are protected by Australian and international laws.
(3) Nothing contained herein is to be interpreted as a recommendation to use any information on this website in a manner which infringe the intellectual property rights of others.
(4) You may view this website and its contents for personal and non commercial use only and subject to the Copyright Act 1968 (Cth), you may not in any form or by any means reproduce, in another website or utilise any information obtained from any part of this website without our prior written consent.
(5) You may not modify or copy the layout or appearance of this website and any computer software in this website, nor may you decompile or disassemble, or utilise any source code used in this website.
(6) If you correspond with us, you automatically grant to our company an irrevocable, perpetual, non-exclusive, licence to use, copy, display and distribute the content of your communication.
 
6. Links to Other Websites used by us.
(1) This website may contain links to other websites, content or resources, which are owned or operated by third parties. Our company is not responsible for the operation, availability or contents of any linked website or any link contained in a linked website. You access linked websites completely at your own risk.
(2)We reserve the exclusive right to prevent third parties from linking to this website.
 
7. Secure Data and Transmissions
(1) we do not guarantee that any data transmission is totally secure, free from viruses, fault or other conditions which could damage or interfere with your computer systems and We do not warrant that your access to this website will be uninterrupted, error free or that any defects will be corrected. We do not warrant and cannot ensure the security of any content or information you may transmit through the website. You transmit to the website at your own risk. However, once we receive your transmission, we will take reasonable steps to preserve its security.
(2) You must take your own precautions to ensure that the process which you use to access the website or any website does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system.
 
8. Cookies
Cookies may be used on this website to gather data in relation to this website and you consent to this
 
11. Disclaimer
(1) We make no representations or warranties of any kind, express or implied, in relation to any information, content, materials or products included in this website or to its availability, functionality or performance, except as otherwise provided under any applicable law or by the manufacturer of the product in question.
(2) The use of the information on this website is at your own risk. To the extent permitted by law, we exclude all liability in respect of any injury, loss or damage arising out of, or related to, the use, or inability to use, the information on this website or provided through this website through email.
 
12. Governing Law and Jurisdiction
These Terms are governed by and construed in accordance with the laws of Victoria Australia and you irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of Victoria, Australia. If any provision of these Terms is found to be invalid or unenforceable by a court of law, such invalidity or unenforceability will not affect the remainder of these Terms, which will continue in full force and effect. If you access this website in a jurisdiction other than Victoria, Australia.

13. General
These Terms may be amended at any time without notice. Your continued use of this website following amendment of such Terms will represent an agreement by you to be bound by the Terms as amended.


CONDITIONS OF PURCHASE ‐ SELECTRAIL (AUSTRALIA) PTY LTD


The standard Conditions of Purchase of Selectrail Australia Pty. Ltd. will apply unless otherwise agreed in writing to this contract, quotation and all future purchase contracts with the Contractor.

PACKAGING, MARKING and SHIPPING INSTRUCTIONS:
The Purchase Order Number MUST appear on all shipping documents, Bills of Lading, Invoices, Correspondence, and must be permanently marked on the outside of every shipping container.

Packing List MUST be completed for each Purchase Order Number and MUST be attached to the outside of a shipping container, and marked on all freight bills.

INVOICES ONLY TO:
ACCOUNTS PAYABLE SELECTRAIL AUSTRALIA PTY LTD 13 TREVI CRESCENT
TULLAMARINE, VICTORIA, 3043 AUSTRALIA

Correct Purchase Order number MUST appear on Invoice, or it will be returned. For questions regarding invoicing/payment call
+61 (0)3 9335 0600. Indicate correct price in same units as shown on the Purchase Order.

1. Acceptance of Purchase Order
Acceptance of this Purchase Order shall be considered as agreement to the conditions specified below.

2. Queries
Any queries must be raised before proceeding to execute this Purchase Order

3. Invoice
Invoice must be mailed promptly.

4. General
Any additions to these General Conditions shall be in writing and included as Special Conditions in the Purchase of Order and Contract. In the event of any inconsistency between the General Conditions and any Special Conditions, the latter shall prevail. Changes in Selectrail Australia Pty Ltd requirements or any Contractor alternative conditions or supply proposals shall be agreed in writing.

5. Price Basis
The Purchase Order and Contract Price is deemed firm for a minimum period of twelve months or greater if agreed in writing between the Parties and is not subject to variation.

6. Taxes and Charges
Prices should exclude Goods and Services Tax unless specified in writing.

7. Payment of Accounts
Selectrail Australia Pty Ltd standard terms of payment are 30 days from the end of the month in which the goods were accepted and the receipt of a correctly rendered invoice or as agreed in writing between the Parties.

8. Performance of the Contract
The Contractor shall deliver the Goods and/or Services to Selectrail Australia Pty Ltd at the time or times and in the manner required by the Purchase Order and Contract.
The Contractor shall ensure that the Goods and/or Services comply with all the other requirements of the Purchase Order and Contract. Selectrail Australia Pty Ltd may reject Goods and/or Services which do not comply with the Purchase Order and Contract. Selectrail Australia Pty Ltd may, with reasonable notice terminate the Purchase Order and Contract for breach of these conditions or contract.

9. Warranties
The Warranty period in respect of any Goods supplied or Services provided under the Purchase Order and Contract shall commence on the day of delivery or acceptance (whichever occurs last) of the Goods and Services. It shall be valid for 13 months, or the length of the Contractor’s or Manufacturers standard warranty period, whichever is the longer. In the event of any fault in the Good’s and/or Services, the contractor shall at their cost, replace or make good the defective Goods and/or Services including delivery and incidental costs. The Contractor may, at its option, pay Selectrail Australia Pty Ltd the replacement cost.

10. Inspection and Source Quality Assurance
A Selectrail Australia Pty Ltd Representative may perform inspection of completed Goods and/or Services or, where practical, a Quality Assurance Representative may perform quality audit and quality surveillance, as defined in ANZ ISO 9001, during production of the Goods and/or Services. The Contactor shall permit Selectrail Australia Pty Ltd Representative(s) free access to its premises or services work areas at all reasonable times, and shall provide at its own expense such facilities and assistance as may be required for the purpose of this clause.

11. Inducements
Should the Contractor either directly or indirectly provide to an employee of Selectrail Australia Pty Ltd or its Agents either before or after the placing of the Purchase Order and Contract any benefit of any character whatsoever which might be reasonably construed as an inducement for the employee or Agent to show favour to the Contractor then the Purchase Order and Contract shall be deemed to be terminated and Selectrail Australia Pty Ltd has no obligation pursuant to it.

12. Assignment Copyright & IP Rights
In the event that this Purchase Order pertains to matter which is made or created by the Contractor at Selectrail Australia Pty Ltd request then the Contractor hereby assigns to Selectrail Australia Pty Ltd all of the copyright and other Intellectual Property Rights in works created by the Contractor pursuant hereto. And the Contractor shall if appropriate arrange licensing of any third party owned Intellectual Property at terms favourable to Selectrail Australia Pty Ltd in the matter throughout the whole world.

13. Assignment Subcontracting
The Contractor shall not assign the Purchase Order and Contract, nor subcontract any part of the Purchase Order and Contract, without the prior written consent of Selectrail Australia Pty Ltd, except for such parts of the contract as is customary in the carrying out of similar contracts. No assignment or subcontracting shall relieve the Contractor from any of its obligations under the Purchase Order and Contract or impose any liability upon Selectrail Australia Pty Ltd to an assignee or subcontractor.

14. Title, Acceptance and Risk
Title to the Goods shall vest in Selectrail Australia Pty Ltd upon delivery of such goods to and acceptance by Selectrail Australia Pty Ltd. The risk of any loss or damage to the Goods, in relation to the Service, or any part thereof, shall remain with the Contractor until delivery to, or acceptance by, Selectrail Australia Pty Ltd, whichever is the later, into the Selectrail Australia Pty Ltd nominated store.

15. Notices
Any notice, or request or other communication served under the Purchase Order and Contract, shall be in writing, and delivered promptly to Selectrail Australia Pty Ltd or the Contractor at the addresses in the Purchase Order and Contract

16. Existing Contracts and Standard Offers
Where this Purchase Order and Contract is issued under the terms of that Standing Offer, or to extend the terms of an existing Contract, the terms of that Standing Offer or Contract shall prevail, save and except for any Special Conditions specified in writing which shall take precedence.

17. Indemnity
The Contractor shall, in performing the Purchase Order and Contract, indemnify Selectrail Australia Pty Ltd against all claims in relation to personal injury, death, loss or damage to property, any infringement of Intellectual Property Rights, and any legal costs arising from such claims as they affect any employee of the Contractor, any Subcontractor, any third party, and the public.

18. Dispute Resolution
In the event of any dispute, the parties agree to negotiate in good faith without prejudice to any other remedies the parties may have under the Purchase Order and Contract or in any other respect. Where such disputes are not settled within 14 days, an independent Expert nominated by Selectrail Australia Pty Ltd shall be appointed to determine the dispute and the decision of that person shall be final and binding on the parties. The provisions of the Arbitration legislation of the applicable State or Territory shall be specifically excluded.

19. Waiver
A waiver by Selectrail Australia Pty Ltd, or the Contractor, in respect of any breach of a condition or provision of this Contract shall not be deemed to be waiver in respect of any other condition or provision, or of any subsequent breach.

20. Applicable Law
This Purchase Order and Contract shall be governed by and construed in accordance with the Statutory Law of Victoria, Australia.

21. Exchange Rates
Currency Exchange Rates shall be determined at the date of Selectrail Australia Pty Ltd Purchase Order.

22. Tariff Rates
Tariff Rates shall be determined at the date of Customs clearance.

 

CONDITIONS OF SALE ‐ SELECTRAIL (AUSTRALIA) PTY LTD


The standard Conditions of Sale of Selectrail (Australia) Pty. Ltd. will apply unless otherwise agreed in writing to this contract, quotation and all future sales contracts with the Client

1. Terms
1.1 In these Terms and Conditions, unless the contrary intention appears:
'Agreement' means the entire Agreement between the Parties for the performance of the Contract, including these Terms and Conditions, the Proposal, the quotation by the Company, and any documents and correspondence evidencing agreement by the Parties on the terms and conditions governing the performance of the contract;
'Client' means the Party for whom the Contract is to be performed; ‘Company’ means Selectrail (Australia) Pty Ltd.
'Contract' means the goods and/or services required to be performed by the Company pursuant to this agreement as set out in the Proposal;
'Contract Material' means all documents, equipment, software, information and data produced by the Company in the performance of the Contract and required to be delivered to the client in the performance of the Contract;
'Intellectual Property' All proprietary rights throughout the world relating to copyright, patents, trade marks, circuit layouts, trade secrets, know‐how and other confidential information. 'Parties' means the parties to the Agreement being the Company and the client and their respective successors and permitted assigns, and 'Party' shall have a corresponding meaning; 'Proposal' means the written proposal submitted by the Company to the client identifying the scope of the work to be done under the Agreement and any agreed written amendments thereto:
1.2 In these Terms and Conditions, unless the contrary intention appears:
(i) words importing the singular include the plural and vice versa;
(ii) words importing one gender include the other genders; and
(iii) reference to a person includes a government, a body corporate, a Partnership, an unincorporated association and a natural person.
1.3 In the event of any inconsistency between these Terms and Conditions and other terms and conditions agreed by the Parties for incorporation in the Agreement (including those included in the Proposal), such other terms and conditions shall prevail.

2. Contract Performance
2.1 The Company will perform the Contract in a timely manner to the extent that it is within the Company's control to do so.
2.2 The client will comply with all obligations on its part to be performed under the Agreement, including but not limited to, making available to the Company all information and documents relevant for the performance of the Contract and providing to the Company reasonable access to the client's premises and facilities where relevant for the performance of the Contract.

3. Prices
3.1 In consideration of the promise by the Company to perform the Contract, the client promises to pay the Company the fee, and all reimbursable expenses, as specified in the Agreement, within thirty (30) days of invoice unless otherwise specified in writing.
3.2 All prices are ex‐works, unless otherwise stated in writing by the Company.
3.3 Minimum value of order is $75.00.
3.4 If the performance of the Contract is materially delayed for any reason other than a breach of the Agreement by the Company, the client shall pay the Company a reasonable sum of money to cover any consequential costs and expenses suffered by the Company as a result of the delay.
3.5 The fee for Services under the Contract to be performed under the Agreement has been calculated on the assumption by both Parties that the Contract are to be provided under circumstances normally pertaining to the carrying out of those types of services. The Parties agree that if the Company is required to perform the Contract in circumstances other than those normally pertaining to the carrying out of those types of services, or there is a change in the scope, timing, or order, of the Contract, then the Company will be entitled to additional payment of an amount which is reasonable in the circumstances.
3.6 If there is a change to any law, regulation, bylaw or ordinance which directly or indirectly leads to an increase in the costs incurred by the Company in performing the Contract, then the fee otherwise payable to the Company under the Agreement shall be increased accordingly.
3.7 The prices quoted are subject to adjustment at the rate of 0.8% for each 1% variation in the hourly cost of labour caused by the changes in rates or conditions under the Metal Trades Award for process workers or other statutory conditions of employment. Such adjustment shall apply immediately after the variation becomes operative.
3.8 If a quotation is not accepted in writing within seven (07) days of its date the prices quoted may be subject to revision.

4. Delivery
Delivery times stated are ‘BEST ESTIMATES’ promised on factors currently known to us, including shipping schedules, current workload and availability of labour and materials. Every effort will be made to adhere to the times stated, however, no liability will be accepted for late delivery.

5. Packing, Freight and Cartage
5.1 The price(s) quoted include packing to our standards for shipment by road, rail and presume that the shipment will be protected from rain. Postage and handling charges may apply.
5.2 Where prices include freight, customs duty, primage etc, they are based on the rates ruling at the date of our quotation. Any variation in the cost of any of these items which affects the landed cost will be to the client’s account.

6. Terms of Payment
AUSTRALIAN CUSTOMERS
Except where otherwise agreed in writing, all amounts shall be due and payable within thirty (30) days from the date of invoice. All accounts that have gone into forty‐five (45) days overdue are on C.O.D. basis only. TOTAL STOP SUPPLY will apply to all accounts that have gone beyond sixty (60) days.
EXPORT CUSTOMERS
Prepayment terms apply unless otherwise specified in writing.
ORDERS > $50,000 – All Customers
All orders great than $50,000 require a 50% deposit upon placement of order unless otherwise specified in writing.
6.1 You shall pay all our costs and expenses (including legal costs determined as between solicitor /own client and mercantile agents fees) which may be incurred in the recovery or attempted recovery of the overdue amounts from you.

7. Taxes
7.1 The prices quoted do not include Goods and Services Tax, or any other statutory taxes as levied by Governments from time to time. Any Goods and Services Tax, or any other statutory taxes as levied by Governments from time to time shall be charged to the client at the rate applying at the date of sale.
7.2 The Goods and Services Tax will be charged to the client at the applicable rate for all goods and/or services delivered.

8. Specifications
Specifications, illustrations or descriptions accompanying a quotation should not be taken as completely representing the goods which is the subject of the quotation. We reserve the right to incorporate minor modifications affecting electrical performance, physical factors, materials and components provided that any such changes do not degrade the performance and quality below the levels set forth in the accompanying documentation.

9. Tests
Our products are carefully inspected and submitted to our standard test at works before despatch. If special tests other than any specified in our quotation are required, or if the client requires to be present at tests, an extra charge may be made and in the event of any delay on the client’s part in attending such tests after seven (7) days prior notice, any tests performed shall be deemed to have been in the client’s presence.

10. Currency Risk
For products imported from overseas, the prices quoted in Australian currency are based on the rate of exchange of the appropriate overseas currency ruling at the date of a quotation which is available on request. Should the exchange rate at the date/s of our settlement/s with the overseas supplier vary from the quoted rate, the amount the client shall pay will be such as to return in the overseas currency the same amount as would have been returned had such variation not occurred. For the purpose of the adjustment, the selling rate as at the date of settlement quoted by the Commonwealth Bank of Australia for telegraphic transfer will be applied.

11. Raw Material Risk
The prices quoted are based on raw material costs in accordance with the London Metal Exchange at the date of such quotation. This rate is available on request. Should the London Metal Exchange rate at the date/s of our settlement/s with the raw material supplier increase from the quoted rate, then the difference will be invoiced. For the purpose of the adjustment, the London Metal Exchange rate as at the date of invoice from our raw material supplier will be applied

12. Storage
If by reason of your instruction or lack of instruction, we are unable to consign the goods within fourteen (14) days after notification that the goods are ready for despatch, delivery to you shall be deemed to have been effected and the goods shall be held at your risk. Storage charges thereafter will be to your account unless otherwise agreed.

13. Guarantee
All products are warranted against defects in materials and workmanship for a period of one (1) year from date of delivery. Products proven to be defective during the warranty period will be repaired or replaced provided they are returned prepaid to us and provided further that the investigation and factory inspection by us disclose that defects developed under normal and proper use. No other warranty or condition is expressed or implied by statute or otherwise and we do not accept liability for consequential damages.

14. Claims
Please note: Goods will only be accepted for credit if:
    (i) Returned within 14 days from the date of invoice;
    (ii) In original and saleable condition;
    (iii) Accompanied by the Company “Returned Goods Form" which will be issued once a request for credit has been made to the Company.
A handling and restocking fee will apply. Goods will not be accepted for credit unless authorised by The Company.

15. Title to the goods
Title to the goods to be delivered will pass to the client when payment in full for the goods has been received by the Company. Until the date of the final payment:
(i) The client shall store the goods so that they are clearly identified as the property of the Company.; and
(ii) If the goods are used in the manufacture of other goods the property in those other goods shall be transferred to the Company and they shall be stored so that they are clearly identified as the property of the Company provided that the client may sell and deliver any goods to a third party in the ordinary course of business on the condition that should the Company so require the client will assign to the Company all rights in respect of the sale price therefore.

16. Intellectual Property
16.1 Intellectual Property in the Contract Material, and in all designs, concepts, products and processes developed by the Company during the course of performing the Contract, shall remain vested in the Company.
16.2 The client shall not be entitled to use or disclose the Contract Material (or any copies thereof) for any other purpose without the written consent of the Company.
16.3 The client shall ensure that all persons granted access to the Contract Material (or any copies thereof) are aware that it is subject to the restrictions on use and disclosure referred to in clause 16.2 of these Terms and Conditions and shall take reasonable precautions to ensure that such persons comply with such restrictions. The client shall be responsible for any failure by such persons to comply with such restrictions.
16.4 The restrictions on use and disclosure referred to in clause 16.2 shall not apply to information which is or hereafter becomes, in the public domain through no breach of the Agreement, or which was in the client's lawful possession prior to receiving that information from The Company and there is tangible evidence to prove such prior possession.

17. Information and drawings
All descriptive specifications, illustrations, drawings, data, dimensions and weights furnished by the Company or otherwise contained in catalogues, price lists and other advertising matter of the Company are approximate only and are intended to be by way of general description of the goods and shall not form part of the contract unless certified by the Company in writing, in which case, they shall be subject to recognised tolerances.
The Company is not deemed to have agreed to comply with any specifications and drawings referred to in any order unless such specifications and drawings have been produced to the Company prior to the delivery of goods and signed by the Company.

18. Training
Where training forms a part of the supply of goods and services, the cost of such training will be charged at a rate per 8 hour day (or part thereof) for a specified number of trainees, and shall cover provision of training equipment, training instructor and course handouts. Where training is carried out external to the Company’s offices, the cost of transporting equipment and instructors air fares, hire of car for site transportation, meals, accommodation and miscellaneous out of pocket expenses will be charged at cost, plus 25 percent. All travel time and stand‐by / waiting time will also be charged by the Company in accordance with the labour rate ruling at the time.

19. Engineering assistance
Any engineering or technical assistance provided by the Company, not already covered by any other clause herein or other condition of contract as applicable, will be charged at the labour rate ruling at the time, (including travel and standby / waiting time), plus expenses at cost, plus 25 percent. Applicable expenses include, but are not limited to, those described under clause 18 for external training. Any required miscellaneous materials purchased by the Company will be charged at cost, plus 25 per cent.

20. Liability
20.1 The Company shall not be liable for any act, omission or failure to fulfil its obligations under the Agreement, if such act, omission or failure arises from any cause reasonably beyond its control. The
Company will notify the client of any such cause reasonably beyond its control and its effect on the performance of the Company's obligations under the Agreement.
20.2 Notwithstanding anything herein contained, the Company shall not be obliged to do any act or thing which would prejudice the national or international interests of the Company.

21. Disputes
If any question, difference or dispute arises between the Parties concerning the Agreement, which cannot be satisfactorily resolved between them, such question, difference or dispute shall be referred to the Managing Director of the Company (or person acting in that capacity) and the Chief Executive Officer of the client (or person of equivalent status) for them to endeavour to resolve amongst themselves. If the question, difference or dispute cannot be resolved within one (1) month of being referred to the said parties, either Party may refer the dispute to an independent Expert, as nominated by the Australian Chamber of Manufacturers (Victoria) or such other Body as mutually agreed to by the Parties. The decision of the Independent Expert shall be final and binding on the parties and the provisions of the Arbitration Legislation in the applicable State or Territory shall not apply and are specifically excluded.

22. Laws
The Agreement shall be governed by, and construed in accordance with, the laws in force in the State of Victoria, Australia.

23. Rights
Neither Party shall assign, sublet or transfer any right or obligation under the Agreement without the written consent of the other Party.

24. Statements
24.1 Neither Party shall make any press release, or public statement concerning the Agreement or details of the work to be performed under the Agreement except:
(i) with the prior written consent of the other Party; or
(ii) to the extent required by law or by government or other public regulatory requirement; or
(iii) as may be necessary to satisfy the procedures or policies of the Company.
24.2 The client shall not use the results of the work performed under the Agreement, or the Contract Material, to represent, expressly or implicitly, that the Company supports or endorses the client's business, goods or services, unless the Company has given its express written consent to do so.

25. Notices
Any notice or other communication including, but not limited to, any request, demand, consent or approval, to or by a party under these Conditions Of Sale must be legible writing and in English addressed as shown at the commencement of this agreement or such other address as a party has specified to the sender of the notice .

26. Waiver
Failure by either Party at any time to enforce a provision of the Agreement shall not be construed as a waiver by that Party of that provision or in any way affect the validity of the Agreement or any part of it.
one of the provisions of the Agreement are to be waived, varied, discharged or released unless both Parties agree in writing signed respectively by their duly authorised representatives.

27. Entire Agreement
The Agreement constitutes the entire Agreement between the Parties on the subject matter and shall supersede all prior communications, negotiations, representations, arrangements and agreements either oral or written, between the Parties on the subject matter.

28. Jurisdiction
If a provision of the Agreement, or part thereof, as the case may be, shall not apply in respect of that jurisdiction but shall apply in jurisdictions where it would not be void or voidable or unenforceable or illegal and the remainder of the Agreement shall have full force and effect.

29. Cancellation of order
29.1 In the event of the cancellation of any order, the client shall be required to accept and pay all charges and costs incurred by The Company related to the cancelled order up to the time of receipt of written cancellation.
29.2 The Company shall be entitled to terminate the Agreement by written notice of termination to the client:
(i) if the client is in breach of the Agreement and fails, within fourteen (14) days after receipt of written notice from the Company, to remedy such breach; or
(ii) if the client goes into liquidation, becomes insolvent, has a receiver or receiver and manager, or mortgagee's, or chargee's agent appointed, becomes bankrupt, or enters into a scheme of arrangement with creditors.
29.3 Termination of the Agreement by either Party shall be without prejudice to any claim which either Party may have against the other in respect of any breach of the terms of the Agreement which occurred prior to the date of termination.
29.4 If the Agreement is terminated prior to completion of the Contract, the Company shall be entitled to:
(i) reimbursement of all reimbursable expenses properly incurred prior to the date of termination;
(ii) payment of fees on a pro rata basis for the performance of the Contract for the period up to the date of termination; and
(iii) payment of any consequential costs and expenses incurred by the Company as a result of the termination.
29.5 Clauses 11, 14, 15 and 16 of these Terms and Conditions shall survive the termination of the Agreement.
All previous Conditions of Sale issued by the Company prior to the issue of this document are to be considered null and void unless specified as special conditions or otherwise confirmed in writing by the Company as at 5 September 2012