a. SELLER = Leading Source Wholesale , b. BUYER = Customer, c. Conditions = these conditions of sale, d. Goods = Products and all items sold by SELLER
2. 1 The conditions herein apply to all orders placed by BUYER with SELLER unless amended in writing and signed by the Managing Director of the SELLER notwithstanding any variation apparent or otherwise by conduct of the SELLER or the parties generally. By placing an order for the goods the BUYER unconditionally accepts the conditions contained herein. SELLERÕs failure to object to any term or condition contained in any communication from the BUYER shall not be deemed to be a waiver of these terms and conditions. No additional or different provisions contained in BUYERÕs purchase orders or other business forms shall be of any force or effect whatsoever under any circumstances.
2. 2 These Conditions may be altered at any time by the giving of notice in writing by the Managing Director of the SELLER. Any such alterations shall then form part of these Conditions.
2. 3 The conditions of this agreement contained in this agreement constitute the entire agreement of the parties and supersede and render void all antecedent negotiations, arrangements and agreement, both oral and written, between the parties. No other terms or conditions shall be implied by law or otherwise in this agreement. Any correspondence of other documents which are part of this agreement shall be attached to this agreement and no other correspondence or agreements not attached to this agreement shall form part of this agreement. Any prices, charges, estimates, quotations or invoices may be amended deleted or adjusted at any time by the seller for whatever reason whether as a consequence of changed economic conditions, the effect of any new taxes or government charges or fluctuation of currency exchange rates or any other supervening unexpected or unforeseen circumstances or otherwise as solely defined by the SELLER from time to time. Any typographical or clerical errors as solely defined by the SELLER in any documentation, these conditions or order or invoice may be corrected and altered by the SELLER at any time.
2.4 No custom or practice which has grown up between the parties in the course of the dealings between the Seller and the Buyer will be construed so as to waive or lessen the right of the Seller to insist on the performance by the Buyer of all or any of the Buyer’s obligations under these terms.
3. PAYMENT – Where Credit Is Not Provided By SELLER
Terms of payment are negotiated between SELLER and BUYER and invoices shall be paid for by the BUYER prior to GOODS being dispatched unless otherwise agreed to in writing by the SELLER. Acknowledgement of Payment;
(i) The SELLER will not release goods on a “Payment Before Despatch” (PBD) basis if the payment has not been irrevocably cleared within the SELLER’s bank or the SELLER accepts such form of payment at that time as an assurance that the payment will be cleared by the SELLER’s banking institution. Any decision to accept payment is at the sole discretion of the SELLER.
(ii) The SELLER reserves the right to refuse payment by certain credit cards if the commission applicable to such method is deemed by the SELLER to be commercially uneconomical in the sole opinion of the SELLER and it is expressly understood by the BUYER that the SELLER has the right to charge a higher amount equal to such commission.
(iii) The method of payment by the BUYER to the SELLER which may be accepted is as follows; Cash, Cheque, Postal Order, Bank Transfer, Direct Bank Deposit, EFTPOS & Credit Card (all subject to 3(i))
4. GOODS AND SERVICES TAX AND ANY OTHER TAXES
Goods and Services Tax is included in the prices in the SELLER’s Suggested Retail Price list. Goods and Services Tax is charged as a separate item on the sales invoice where applicable. All requirements of the Income Tax Assessment Act (Cth) and any other Tax or Goods and Services Tax Laws and Regulations must be complied with in a mode and manner as specified and determined by the SELLER in accordance with applicable laws and regulations.
Any times quoted for delivery of goods are estimates only. SELLER shall not be liable for any costs or damages whatsoever in relation to supply of goods. Delivery dates will be or may be extended where any delays occur. Delay in consignment of any part of an order will not relieve BUYER of its obligation to accept and pay for the remainder of the order. It is the BUYER’s sole responsibility to ensure SELLER’s origin freight is checked against relevant invoice(s) and orders(s) and delivery docket(s), at the time of receipt of goods to the BUYER. Wrong delivery, short delivery and loss or damage claims, must be made immediately to the relevant freight company as well as the SELLER. Consignment Notes or relevant receipts must be noted for deficiencies before being signed. LOSS, DAMAGE OR SHORT DELIVERY CLAIMS MUST BE MADE IN WRITING NO LATER THAN 48 HOURS FOLLOWING ACTUAL RECEIPT OF GOODS OTHERWISE SUCH WILL NOT BE ALLOWED OR ACCEPTED BY THE SELLER IN ANY CIRCUMSTANCES WHATSOEVER.
Quoted prices by the SELLER do not include freight. Freight is payable by the BUYER. The BUYER may nominate method of freight and freight company clearly stated in writing on the purchase order and such details are to include freight company contact details including name of carrier, account numbers, special instructions, phone numbers, or the BUYER may use the SELLER’s freight company and have the charges added to the BUYER’s invoice. If no freight company is specified on the BUYER’s purchase order then the SELLER will nominate its usual carrier at that point in time and add relevant freight charges automatically to the order and the same will be specified separately on the SELLERÕs invoice to the BUYER. The SELLER shall not be responsible for freight, insurance, packing, delivery, storage, handling or any similar charges. SELLER shall not be liable for any loss or damage of any kind resulting from delay or inability to deliver on account of war, riot, insurrection, strikes, lock out, labour trouble, fire, accident, material shortages, manufacturer’s bankruptcy, acts of government or public authorities, Act of God, or from any other cause or any other reason beyond the SELLER’s control. Orders are accepted and estimates for delivery given unconditionally upon the SELLER being able to secure the necessary labour and materials and without responsibility for delays arising through risks and uncertainties of shipment delays, strikes, accidents or other causes. The SELLER’s responsibility for damage or shortages ceases with the dispatch of the goods from the SELLER.
The BUYER acknowledges title of the GOODS shall not pass until clear and unequivocal payment has been received by the SELLER. The Buyer also acknowledges that the following acts alone will not divest the Seller of its title in the Goods:-
(a) Delivery of the Goods to the Buyer; or
(b) Seller’s acceptance of the Buyer’s orders for other Goods.
8. CANCELLATION OF ORDERS
An order with SELLER cannot be cancelled or delivery delayed without SELLER’s prior agreement. Specific goods procured for the BUYER will be delivered to the BUYER. No application for cancellation will be considered unless made by the BUYER in writing to the SELLER. Cancellation or variation of any order may be made only upon written consent of SELLER. BUYER shall be liable for work performed, material ordered or used by SELLER up to the time of such written consent. A deposit of 50% of the invoice cost shall be required in advance on all special orders as defined by the SELLER and such deposit shall be forfeited if the order is cancelled by the BUYER for whatever reason. If products are not available for any reason the SELLER may cancel the same.
BUYER’s prices are as specified on the sales invoice. Where the SELLER publishes or discloses a price list, this list is an invitation to treat only. Any price list issued by the SELLER is subject to alteration at any time without notice save that in the event that a BUYER orders goods pursuant to the price list, the SELLER is no longer willing or able, in its sole and unfettered discretion to supply such goods at the price appearing in the price list, the SELLER shall notify the BUYER that the price listed in the price list in respect of the goods ordered by the BUYER is no longer applicable and the supply of the goods shall be subject to agreement at that time as to price between the SELLER and the BUYER. Prices and any Taxation requirements or specifications are subject to change without notice by the SELLER.
10. PAYMENT DEFAULT
10.1 If the BUYER defaults in payment or breaches any of these conditions, they will be liable for all legal or any other type or form of costs or expenses incurred by the SELLER howsoever arising to recover moneys owing by BUYER to SELLER or incurred with the recovery or any other costs to recover possession of goods or products ordered or delivered including any extra additional legal or other costs arising which are or may become payable by the SELLER to any factor or agent of the SELLER or by reason of the SELLER incurring any finance, interest or penalty charges from any bank, financier, factor agent or any other credit provider whether such be incurred by reason of lateness in payment by the BUYER or any other default of a specific or general nature.
10.2 In the event of any dispute arising whatsoever with respect to the goods, payment for the goods including any dispute as to their fitness or any other matter in relation thereto or any other dispute howsoever arising as between the SELLER and the BUYER, the BUYER acknowledges that it shall have no right of set off as against the amounts of any overdue or due and payable accounts or moneys put to or given by the SELLER to the BUYER.
10.3 In the event that any cheque provided by the BUYER or guarantor(s) for payment for goods and services under this agreement is dishonoured the BUYER and guarantor acknowledges that there shall be a dishonour fee of A$50.00 per cheque which shall forthwith become payable to the SELLER. In the event of any default whatsoever the BUYER irrevocably authorises the SELLER to notify any other person and any Credit Reference bureau or agency of such default and any failure to pay any account.
10.4 The failure, delay, relaxation or indulgence on the part of any party in exercising any power or right conferred upon that party by these conditions does not operate as a waiver of that power or right, nor does any single exercise of any power or right preclude any other or further exercise of that power or right or the exercise of any other power or right under these conditions.
The SELLER’s product range is subject to change without notice. The SELLER may at any time add to, alter or delete goods from its product range and the SELLER shall not be responsible or liable for any loss or damage incurred to the BUYER as a result of changes to product ranges, specifications, design changes or modifications, or changes in warranties. Illustrations are not binding as to details, as modifications and improvements in manufacture and design are introduced from time to time without notice.
12. POINT OF DELIVERY, PASSING OF RISK AND NON DELIVERY
BUYER will take delivery at BUYER’s nominated address. The BUYER agrees to insure the goods in the name of the SELLER as from the moment of dispatch of goods and the BUYER agrees to maintain such insurance as current and pay all premiums in respect of such insurance when due. The BUYER will effect such insurance and pay such premiums as bailer and agent for the SELLER. SELLER accepts no liability whatsoever for any damage to goods in transit or for non delivery. One per cent of the invoice value relating to goods being shipped will be automatically charged to cover damage caused in transit unless instructed otherwise by you and this fee will be shown as a separate item on the invoice.
If in the sole opinion and discretion of the SELLER there is any doubt at all or misrepresentation or mistaken understanding arising at any time as to the existence, location, authenticity or suitability of the place or point of delivery or the true and proper identity of the BUYER the SELLER may cancel suspend or alter such delivery or any transport or delivery arrangements in relation thereto without any liability whatsoever.
Subject to the Trade Practices Act (Cth), the SELLER warrants goods only against manufacturers defects for a minimum period of 90 days from the date of dispatch or as otherwise specified in the warranty statement for a particular product or in any other printed document such as the SELLER’S pricelist from the date upon which those goods were consigned to the BUYER. Upon prepaid return of goods, SELLER will if it finds the part to be defective, at its option, repair or replace such goods provided that:
(a) The goods or any part are not without the SELLER’s consent altered, repaired, or subjected to any alteration or technical attention by any person other than the SELLER’s authorised representatives.
(b) These terms may at SELLER’s option be varied or replaced by specific warranty conditions issued in respect of particular products.
(c) Warranty does not cover damage due to normal wear and tear, improper installation, abuse, improper maintenance or unauthorised service, misuse or neglect or failure to follow correctly any instructions or procedures supplied or given in respect of the goods. Except as herein provided and as may be detailed on additional specific product warranty statements all conditions and warranties in respect of the goods, expressed or implied are excluded to the extent permitted by law. Under no circumstance shall the SELLER be liable to pay compensation for any injury, loss or damage howsoever arising, consequential damage, loss of time, inconvenience, incidental expenses, labour as material charges in the connection with the removal, repair or replacement of the goods. Subject only to the provisions of the Trade Practices Act which necessarily apply to the contract and cannot be excluded, the SELLER’s liability is limited to;
(a). The cost of replacing the goods.
(b). The cost of obtaining equivalent goods.
(c). The cost of having the goods repaired: whichever is the lowest amount.
(d) There is no Warranty given for lamps.
(e) The SELLER accepts no responsibility in respect of any minor variations between samples shown to the BUYER and actual goods supplied.
(f) The SELLER accepts no responsibility or liability whatsoever in respect of calculations, estimations, representations or advice of any nature given by any member of its staff, its employees, agents or associates in whatever circumstances.
(g) No responsibility will be accepted by the SELLER for goods used for purposes other than those for which they were designed.
(h) The SELLER accepts no responsibility in relation to minor scratches on the surface of goods; this is considered to be a hazard of the industry.
(i) To the extent permitted by law no warranty or any other warranty is given as to title, fitness for purpose, merchantability or any other matter either at general law or as defined by the Sale of Goods Act (NSW) or the Sale of Goods Legislation of any other State or Territory of Australia or any other legislation or statute.
(j) No warranty or any guarantee whatsoever is given with respect to any second hand goods supplied or goods that are specified by the SELLER as having been used for demonstration purposes and all such goods are supplied and sold on an “as is” basis.
(k) Except as otherwise provided by law and to the extent permitted by law no warranty is given for lamps, cross faders, phono/line switches, channel faders, mirror balls, glass diodes, laser tubes, batteries, styli or styluses, leads, belts, smoke fluid and/or any item the subject of wear and tear.
(l) The BUYER shall be responsible for all expenses of removal, freight and reinstallation in connection with any repairs or replacements of any defective or other returned or other goods in any other circumstances. In no event shall the SELLER be responsible to reimburse the BUYER for repairs or replacement made by any other persons. In no event and under no circumstances will the SELLER be responsible or liable to the BUYER or any other persons for loss of anticipated profits, any other expenses whether foreseen or unforeseen or for interruption of operations or for any special, incidental or consequential damages of any kind whatsoever.
(m) The SELLER does not offer any warranty as to its goods and products other than that which may be offered by the SELLER itself from time to time and any warranty appearing on a box, on cartons or otherwise disclosed in any documentation which is enclosed with the product is expressly excluded from these conditions and in particular no overseas warranty in relation to any product whether printed on any boxes or cartons or otherwise in any enclosed documentation is also expressly excluded from these conditions.
(n) The SELLER does not give a warranty as to safety in respect of products which are designated as products only suitable for installation by properly trained technical professionals or technicians if such products are offered for sale or supply or are actually supplied to any other person or consumer without appropriate written and oral warnings as may be specified from time to time by the SELLER. The BUYER shall at all times follow the safety directions of the SELLER in relation to such products designated as only suitable for installation by properly trained professionals and technicians and if such directions are not followed in the opinion of the SELLER the SELLER may stop supply of any such product(s) and require the BUYER to return such products to the SELLER at any time whatsoever. In respect of any product(s) at all the SELLER may issue safety directions to the BUYER and if in the sole opinion of the SELLER the BUYER shall fail to comply with such directions the SELLER may without notice stop supply of any such products at any time to the BUYER.
(o) The SELLER provides no warranty whatsoever that any time stipulation(s) or dates of delivery of products or their availability will be adhered to. The SELLER, its employees, contractors and directors accept no liability in any circumstances whatsoever for any loss, (including economic loss) for any damage or personal injury caused by any malfunction or defective performance or operation of any equipment, products, or services bought from or provided by the SELLER whether or not such is directly or indirectly caused by the SELLER, its employees, agents, or not. Before such equipment, product or services, leave the premises of the SELLER, the final responsibility and liability for ensuring that any equipment, products or services is safe and efficient in its operation lies with the BUYER who shall also have sole responsibility to ensure that such products, equipment or services are functioning normally, efficiently and safely before this equipment, product or services are used by any person, or uplifted from the premises of the SELLER or onsold to any other person whatsoever.
(p) Where the Seller supplies goods to the Buyer and the Buyer does not sell the Goods by the end of the warranty period from the date of delivery of the Goods to the Buyer and the goods break down after the sale date and before they are sold by the Buyer, then the Seller will not honour any manufacturer’s warranty in respect of those goods, unless the Seller in its absolute discretion thinks fit.
Unless otherwise specified, the BUYER’s goods do not include power plugs or lamps.
Preferably are to be by email or facsimile. In the event that the BUYER attempts to make a verbal order, where the SELLER, in its sole and unfettered discretion, elects to satisfy such order the SELLER may by facsimile, post or e-mail confirm such order with the BUYER and immediately after sending such written order or invoice shall be entitled to satisfy such order on the terms and conditions of the order as confirmed by the SELLER. The terms and conditions of any confirmation of order sent by the SELLER in accordance with this clause shall be conclusive evidence of the terms and conditions of the order and any alleged term or condition which is inconsistent with such terms and conditions whether oral or in writing shall be void. In relation to any order, the SELLER reserves the right to first confirm in any mode or manner the SELLER sees fit the authenticity, detail or contents of any order including the confirmation of the identity of any person purporting to make any given order before any obligation at law or otherwise shall arise under these conditions. The SELLER may at its sole discretion, authority and option refuse to accept any order or orders for goods and products.
Exclusivity and Commencement or Cessation of Business: Goods to BUYER are available on a non exclusive basis at the sole discretion of SELLER. The BUYER shall not sell such goods or services to any person, firm or corporation other than a bona fide retail purchaser thereof that does not acquire them for resale and further in the event that there be a breach of this provision (determination of which breach shall be at the SELLER’s sole discretion) then the SELLER shall be at liberty in its absolute discretion to refuse or discontinue the further supply of such goods or services or both to the BUYER, unless the BUYER and the SELLER have entered into a current distribution agreement. The SELLER reserves the right to amend any or all of its sale conditions and to appoint or remove BUYERS from its approved distributor list, at its sole discretion for whatever reason at any time whatsoever. The SELLER reserves the right to close a trading account at any time for whatever reason and in any event if the SELLER considers the account no longer meets the terms and conditions or commitment expected from the SELLER’s clientele as solely defined by the SELLER. The BUYER agrees that in consideration of the SELLER providing goods and products under this agreement that the BUYER will not, now or in the future procure, arrange, organise or accept delivery or purchase of such goods and products from outside Australia or any of the goods, products and product lines of LSW from outside Australia other than by placement of an order with the SELLER.
The SELLER will not accept returns unless:-
(i.) Prior authorisation has been given by the SELLER.
(ii.) A 20 % restocking charge applies for “not wanted” or “incorrectly ordered” goods. Minimum restocking charge is twenty dollars.
(iii.) Returned goods must be in original unmarked packaging suitable for resale Óas newÓ and the goods themselves must not be marked in any way otherwise such may at the sole discretion of the SELLER be rejected as a return by the SELLER in which case the BUYER shall remain liable to pay for such rejected returns.
(iv) Returns are to be made within 7 days after receipt by the BUYER.
(v.) Freight on returns to be prepaid by BUYER. Approval must be obtained in writing from the SELLER before any goods are returned and full details of the original invoice (and a copy of such invoice must be included with any Return Authority form or documentation) must be given before credit can be issued. All goods must be in a resalable condition as defined and determined by the SELLER.
(vi) Reason for return is clearly stated on BUYERÕs return docket.
(vii.) The correct invoice and Return Authority number is quoted on the BUYERS return docket and a copy of the Return Authority Form must also be enclosed with returned goods. No warranty or stock return authorisation will be issued for goods especially acquired for the BUYER or if the goods sold were second quality, discontinued lines, non stock lines, goods made to order, custom made, specially designed for a specific need or specially ordered in against the BUYERS order, ex-display stock, or goods sold at sale or special prices. The BUYER and SELLER acknowledge that the BUYER holds the goods as from the date of delivery as bailee and agent for the SELLER for the purpose of sale of the goods in the ordinary course of the BUYERS business. The BUYER shall not be entitled to return the goods to the SELLER except at the discretion of the SELLER. In the event that the SELLER permits the BUYER to return the goods that consent must be expressed in writing signed for or on behalf of the SELLER and the goods delivered to the usual place of business of the SELLER. Upon exercise of the discretion of the SELLER to allow the BUYER to return the goods the BUYER agrees to forthwith upon notification of the exercise of that discretion pay to the SELLER an agreed amount of damages for breach of the agency agreement and bailment equal to twenty per cent (20%) of the total amount shown on any relevant invoice from the SELLER or an amount of $20.00 whichever is the greater plus all freight charges arising out of the return of the goods. The SELLER shall not be bound in any circumstances to accept charges for goods returned by the BUYER “freight on”. In the event that goods are returned by the BUYER with the consent of the SELLER, BUYER shall pay to the SELLER all agreed damages, freight and other charges, costs and expenses for which the BUYER shall be liable upon such return. This contract shall thenceforth be at an end and the BUYER shall not be liable to pay to the SELLER all or any part of the amount shown on the face of the invoice. The SELLER and the BUYER agree that the BUYER shall not be entitled in any circumstances to return goods which the SELLER has especially acquired for and at the request of the BUYER.
(viii) In respect of loan or approval stock it is the responsibility of the person or company in possession of the loan or approval goods to return the goods by the return date which may be specified by the SELLER and such may be altered or extended at any time by the SELLER. All goods are to be returned in original condition, complete with all original packaging, documentation, cabling and accessories. Any goods not returned by the specified return date, or in a condition that renders them unsuitable for sale will be invoiced by the SELLER to the BUYER which must then be paid as such forthwith by the BUYER. All freight charges for the return of the loan goods are at the BUYERS cost.
(ix) Goods returned in opened and damaged cartons or improperly packed will attract a minimum restocking fee of an amount to de determined solely by the SELLER.
18. INDUSTRIAL & INTELLECTUAL PROPERTY RIGHTS
If any claim arises alleging that the sale, use or any other dealing with the goods infringes trademarks, trade names, patent copyrights, registered designs or any other property rights of third parties, the BUYER shall immediately in writing notify the SELLER of such claim as the SELLER may reasonably require and shall not itself handle, deal with or compromise any such claim except with the written consent of the SELLER. ALL OR ANY INTELLECTUAL PROPERTY, PATENTS, TRADE MARKS, DESIGNS, CIRCUIT LAYOUTS REGISTERED OR UNREGISTERED, appearances or any other attributes of any products and services of the SELLER including any pictures, diagrams or illustrations (whether or not in its catalogue, brochure(s) or any other publication(s)) are the strict property as applicable of the SELLER, its suppliers and manufacturers and may not be reproduced in any way, shape or form, except as authorised in writing by the SELLER. Sale of the goods to the BUYER shall not confer upon the BUYER any rights or interest in any Trademarks, Patents, Copyrights, Industrial designs or other intellectual property rights of the SELLER or any related entity, in respect thereof. The BUYER acknowledges that it shall not on sell, dispose of or advertise the sale or disposal of products purchased by it from the SELLER without first obtaining the consent in writing of the SELLER. The BUYER indemnifies the SELLER against any liability, loss, claim, expense or demand arising from any faults, misleading, deceptive or untrue representation or statement made by the BUYER to any person or entity whatsoever concerning the goods.
19. TERMINATION OF SELLER
Should this agreement be terminated for whatever reason, the SELLER shall not be liable for any incidental or consequential damages in any event. SELLER shall be entitled to payment for all goods consigned up to the effective date of termination of this agreement.
19.1 The BUYER may terminate this agreement immediately on notice in writing to the Seller if the Seller,
(a) breaches any clause of this Agreement and the breach is not remedied within 10 days of receipt of written notice from the Seller or,
(b) has a liquidator or provisional liquidator appointed, is unable to pay its debts as they become due, has an order made for its winding up, has an administrator, a receiver or other controller (as defined under the Corporations Law) appointed, to takes steps to obtain protection or is granted protection from its creditors or becomes insolvent under administration.
19.2 If this Agreement is terminated under clause 19.1, the Seller may in addition to terminating this agreement,
(a) be regarded as discharged from any further obligations under this agreement.
(b) the buyer agrees any pre-existing agreements in relation to credit card or direct debit authorities allowing the seller to deduct funds from the nominated areas remains valid and may be utilised to pay for any outstanding accounts at that time where the agreement is terminated, even though the unpaid accounts may not have originally been intended to be paid for by this method.
(c) pursue any addition or alternative remedies provided by law.
If any provision of this agreement is held by any court in any jurisdiction to be unlawful, invalid or unenforceable for any reason, then such provision shall be severed and the remaining provisions shall not in any way be affected or rendered invalid and this agreement shall be construed so as to give proper and full effect to the intention of the parties as near as possible as this agreement was originally intended and executed.
21. PERFORMANCE AND DESCRIPTION
All goods to be supplied by the SELLER shall be as described on the BUYER’s purchase order, which description shall prevail over all other descriptions, including any BUYER’s specifications or enquiry. Any performance figures given by the SELLER are estimates only. The SELLER shall be under no liability for damages for failure to attain such figures unless specifically guaranteed in writing and any such written guarantee shall be subject to recognise tolerances applicable to such figures. Advice given by the SELLER in relation to its own goods or third party goods however communicated is given in good faith but no liability whatsoever will be accepted by the SELLER for the giving of such advice. The BUYER must ensure the products are suitable for the purposes they are proposed to be used for.
Any notice to the Buyer shall be sufficiently delivered if mailed in the ordinary course of post to the last known BUYER’s address. Any such notice shall be deemed to have been delivered three days after mailing.
Any agreement between the SELLER and the BUYER may be executed on behalf of the BUYER by any agent, employee or servant of the BUYER and the BUYER shall be bound by these terms and conditions irrespective of whether any such execution was unauthorised or fraudulent. The BUYER shall indemnify and keep indemnified the SELLER from and against all actions, claims, liabilities, obligations, losses, damages, cost and expenses of whatever nature suffered or incurred, sustained or threatened against the SELLER in any way whatsoever in respect of the SELLER’s acceptance and/or conduct in respect of the satisfaction of any orders received from the BUYER or from persons purporting to act on behalf of the BUYER.
24. GOVERNING LAW and NSW EXCLUSIVE JURISDICTION
This agreement shall be governed by the laws of Australia and the state of New South Wales. The Buyer agrees that this agreement was formalised and entered into within the state of New South Wales. Furthermore the Buyer and Seller agree that any breaches of this agreement shall be exclusively adjudicated and determined within the Courts situated in the state of New South Wales, unless otherwise determined solely by the Seller.
25. The Buyer acknowledges that before it signed this Agreement and placed any order for Goods, the Buyer has read, understood and accepted the terms of this Agreement.