Terms & Conditions of Trade

1. Application

1.1 These Trade Terms apply to all Orders of Supplies placed with Albury Consolidated Industries Pty Ltd (WISELIVING) or Hurlcon Hydronic Heating Pty Ltd (together, “The Entity”, “The Supplier”, “we”, “us”, “our”).

1.2 Each Order is a separate agreement between you and The Entity. Your rights and obligations under an Order are exclusively as between you and The Entity. Acceptance of an Order constitutes your agreement to be bound by these Trade Terms in full. No conduct, usage, or trade custom shall override or modify these Trade Terms.

1.3 If you are a company, trust, partnership, or other organisation (not an individual):

1. You warrant that any person placing an Order on your behalf is authorised to do so and acts as agent for all your related entities that use or access the Supplies;
2. You must ensure your Personnel comply with these Trade Terms, and you remain liable for all acts or omissions of your Personnel.

1.4 If you are an individual, by placing an Order you confirm that you have the legal capacity to enter into this Agreement and that all information provided is accurate and complete.

1.5 These Trade Terms prevail over any other terms you attempt to impose, including terms on purchase orders, invoices, or electronic communications.

2. Quotes

2.1 Any quote provided by The Entity is an indication only and does not constitute an offer. A quote is valid for 30 days from the date of issue unless otherwise stated.

2.2 The Entity may adjust a quote prior to acceptance of an Order to reflect changes in:

1. availability of materials or components;
2. labour, manufacturing, or delivery costs;
3. applicable Taxes or duties.

2.3 Unless expressly stated otherwise, quoted Prices are exclusive of all Taxes. Any quoted delivery or manufacture times are estimates only and not binding.

2.4 Acceptance of a quote must be confirmed by placing an Order. An Order is not binding until accepted by The Entity in accordance with Clause 3.

3. Orders

3.1 You must provide complete and accurate information with an Order, including any special requirements, to enable The Entity to supply the Supplies.

3.2 The Entity may refuse to accept an Order, or any part of it, on reasonable grounds, including but not limited to:

1. non-availability of the requested Supplies;
2. suspected error in the Price or description;
3. breach of these Trade Terms by you.

3.3 An Order is not confirmed or binding until The Entity provides written confirmation, electronically or otherwise, that the Order has been accepted.

3.4 Any special conditions agreed by The Entity in relation to an Order will, unless expressly stated otherwise, take precedence over these Trade Terms to the extent of any inconsistency.

3.5 Once an Order is confirmed under clause 3.3, you may not vary, cancel, or modify it except with The Entity’s prior written consent. Any approved variation will only take effect once confirmed in writing by The Entity.

3.6 Deposit (Non-Credit Customers):

Confirmation of an Order and commencement of manufacture for customers without an approved credit account is conditional upon payment of a deposit equal to 20% of the Price. This deposit is non-refundable. The balance of the Price will be payable in accordance with Clause 5.

4. Cancellation Of Orders

4.1 Cancellation by Customer:

You may request cancellation of an Order prior to delivery. Any refund of the Price paid will be reduced by:

1. any non-refundable deposit paid under Clause 3.6; and
2. any costs incurred by The Entity due to the cancellation, including restocking, materials, labour, and administration.

4.2 Cancellation by The Entity:

The Entity may cancel an Order at any time prior to delivery by notice to you where:

1. the requested Supplies are not available;
2. there is an error in the Price or description of the Supplies; or
3. the Order has been placed in breach of these Trade Terms.

4.3 Refund upon Cancellation by The Entity:

Where The Entity cancels an Order under Clause 4.2, you will be refunded any amount paid for that Order, including any deposit, unless otherwise agreed in writing.

4.4 Effect of Cancellation:

Cancellation does not release you from payment obligations for Supplies already delivered, or liabilities incurred prior to cancellation.

5. Price / Payment

5.1 Unless otherwise agreed in writing, the Price for the Supplies is that specified in the Order. Prices are exclusive of all Taxes unless otherwise stated.

5.2 Deposit (Non-Credit Customers):

For customers without an approved credit account:

1. A deposit of 20% of the Price is required to confirm the Order and commence manufacture.
2. This deposit is non-refundable.
3. The deposit will be credited against the total Price.

5.3 Balance Payment:

The balance of the Price is payable on either:

1. dispatch of the Supplies by The Entity; or
2. collection or delivery of the Supplies at the address specified in the Order.

5.4 Payment Terms for Credit Customers:

If you have an approved credit account:

1. Payment of the Price must be made in accordance with the approved credit terms.
2. The Entity may impose additional conditions or require security where credit terms are extended.

5.5 Price Variations:

The Entity may change any advertised Price prior to acceptance of an Order. Once an Order is accepted, the Price will not change, except as agreed in writing.

5.6 GST:

Where a taxable supply is made under these Trade Terms, the Price is GST-exclusive unless otherwise stated. You must pay the GST in addition to the Price, subject to receipt of a valid tax invoice.

5.7 Time of Payment:

Payment of the Price by the due date is a fundamental term of these Trade Terms. Failure to pay by the due date constitutes a breach, entitling The Entity to exercise all remedies available under these Trade Terms and at law.

5.8 Overdue Amounts:

If you fail to pay any amount by the due date:

1. The Entity may refuse to supply further Supplies;
2. Interest may accrue on overdue amounts at 6% per annum, calculated daily;
3. Any collection costs incurred by The Entity will be recoverable from you.

6. Credit Customers

6.1 Approval of Credit

Credit terms are available only to customers approved by The Entity following submission and acceptance of a Credit Application.

6.2 Payment Obligations

Customers approved for credit must pay the Price in accordance with the terms specified in their approved Credit Application.

6.3 Credit Reporting

The Entity may disclose information about the customer and their Credit Application to third parties and to the Personal Property Securities Register (PPSR) in accordance with its Credit Reporting Policy.

6.4 Non-Payment / Breach of Credit Terms

Where a customer fails to pay any amount due under a credit arrangement:

1. The Entity may refuse to supply further Supplies;
2. The Entity may require full payment for further Supplies prior to delivery;
3. Interest may accrue on overdue amounts at 6% per annum, calculated daily;
4. The customer must indemnify The Entity for any costs of collection incurred, including legal fees.

6.5 Security

The Entity may require additional security for credit, including but not limited to personal guarantees or a Security Interest under the PPSA, and the customer agrees to comply with all requirements to enable registration and enforcement of such security.

7. Failure To Pay / Overdue Amounts

7.1 Consequences of Non-Payment:

If any amount payable under these Trade Terms is not paid by the due date, The Entity may, at its discretion:

1. refuse to supply further Supplies;
2. require payment in full for any future Supplies prior to delivery;
3. reduce or remove any entitlements, discounts, or promotional benefits previously provided;
4. charge interest on overdue amounts at 6% per annum, calculated daily.

7.2 Collection Costs:

You agree to indemnify The Entity for any costs incurred in recovering overdue amounts, including legal fees, collection agency fees, and administrative costs.

7.3 Time of Payment:

Payment by the due date is a material obligation. Non-payment constitutes a breach of these Trade Terms, entitling The Entity to exercise all rights and remedies available under these Trade Terms and at law.

8. Delivery Obligations

8.1 The Entity / The Supplier will use reasonable endeavours to deliver the Supplies in accordance with any timelines or milestones specified in an Order.

8.2 You must comply with any delivery requirements notified to you at the time of placing an Order, including providing accurate delivery information and access to the delivery location.

8.3 Delivery Methods:

Delivery of the Supplies may occur either by:

1. collection from The Entity / The Supplier’s premises, or
2. delivery to the address specified in your Order.

8.4 For full details on risk passing, ownership, inspection, and reporting of damage, refer to Clause 9 – Sale of Goods / Ownership and Risk.

9. Sale Of Goods / Ownership And Risk

9.1 Delivery Options

Delivery of the Supplies occurs by one of the following methods:

1. Collection from The Entity / The Supplier’s premises:

You, or any person or carrier acting on your behalf (including where The Entity / The Supplier has booked transport with a carrier nominated by you and operating under your account), may collect the Supplies from the premises of The Entity / The Supplier.

Risk in the Supplies passes to you immediately upon the Supplies leaving the physical control of The Entity / The Supplier and being collected by you or your carrier. This applies even if The Entity / The Supplier has arranged collection on your behalf. You are responsible for the Supplies from that point, including during transport, unloading, and any subsequent handling. Collection must be evidenced by a signed delivery receipt, electronic acknowledgement, or other verifiable confirmation. Ownership and title to the Supplies remain with The Entity / The Supplier until full payment of the Price and any other money owing on any account is received.

1. Delivery to your nominated address:

The Entity / The Supplier may deliver the Supplies to the address specified in the Order. Risk in the Supplies passes to you upon physical delivery at the nominated address, with delivery evidenced by a signed delivery receipt, electronic acknowledgement, or other verifiable confirmation. Ownership and title to the Supplies remain with The Entity / The Supplier until full payment of the Price and any other money owing on any account is received.

9.2 Inspection and Reporting of Damage

You must inspect the Supplies immediately upon collection or delivery to ensure they comply with the Specifications and are free from visible damage. Any visible defects or discrepancies must be reported to The Entity / The Supplier at the time of collection or delivery.

For damage that occurs after risk has passed (including during transport, unloading, or handling by you or your carrier), The Entity / The Supplier will not be liable. You acknowledge that, where damage occurs after risk has passed, any claim is your responsibility to pursue against the carrier or persons handling the Supplies.

10. Personal Property Securities Act

10.1 You grant The Entity a Security Interest in all present and after-acquired property and the proceeds of that property to secure payment of all monies owing to The Entity now or in the future and the performance of all your obligations under these Trade Terms.

10.2 The Entity may register any Security Interest on the Personal Property Securities Register (PPSR) and you must do all things and provide all information reasonably required to enable The Entity to register, perfect, maintain, and enforce that Security Interest.

10.3 To the extent permitted by law, you waive your rights to receive any notice or statement under sections 95, 118, 121(4), 125, 130, 132(3)(d), 132(4), 137(3), 142, 143, 157, and 275 of the PPSA and any similar provisions.

10.4 You must pay on demand all costs and expenses incurred by The Entity in connection with the registration, protection, preservation, or enforcement of any Security Interest, and such costs are recoverable as a debt due.

11. Online Presence

11.1 The Site may be accessed for lawful business or personal purposes using standard web browsers. The Entity may suspend, restrict, or terminate access to the Site at any time, with or without notice, at its discretion.

11.2 You must not use the Site for any unlawful, improper, or unauthorised purpose and must not:

1. Upload, send, or receive unlawful, abusive, pornographic, defamatory, or infringing material;
2. Upload, send, or transmit any virus, malware, or harmful software;
3. Interfere with the operation, security, or integrity of the Site or attempt to access unauthorised data or systems;
4. Send unsolicited communications or spam;
5. Use robots, spiders, scraping tools, or automated means to access the Site without prior written consent;
6. Breach these Trade Terms.

11.3 To the extent permitted by law, the Site is provided “as is” and “as available”. The Entity does not warrant uninterrupted access, accuracy, reliability, completeness, fitness for purpose, or absence of viruses or other harmful components and is not responsible for third-party websites or content.

11.4 The Entity grants you a limited, personal, non-transferable, non-exclusive, revocable licence to access and use the Site in accordance with these Trade Terms.

11.5 All IPR in the Site and its content remains the property of The Entity or its licensors.

12. SET-OFF

12.1 The Entity may at any time, without notice, set off or deduct any amount owing by you to The Entity against any amount payable by The Entity to you, whether arising under these Trade Terms, any Order, or otherwise.

12.2 You must pay all amounts owing to The Entity in full without any deduction, withholding, set-off, counterclaim, or defence.

13. Warranties

13.1 The warranties provided under the Warranty Information Statement are personal to the original purchaser of the Supplies and are non-transferrable. Any attempt to transfer, assign, or otherwise convey warranty rights to another person or entity will be void to the extent permitted by law. The Entity provides a limited warranty against manufacturer’s defects in the Supplies as set out in the applicable Warranty Information Statement, which forms part of these Trade Terms.

13.2 Claims must be made strictly in accordance with the procedures specified in the Warranty Information. Non-compliance may void the warranty to the extent permitted by law.

13.3 Inspection and notice obligations:

1. Consumers and Commercial customers must inspect the Supplies immediately upon delivery and notify The Entity of any apparent defects within 48 hours.
2. For defects, malfunctions, or other issues that arise after delivery, customers must notify The Entity immediately upon discovery and stop using the Supply until it is inspected or repaired. Continuing to use a Supply that is defective or malfunctioning may, to the extent permitted by law, void the warranty.

13.4 Except to the extent such warranties cannot be excluded by law, all other warranties, guarantees, or conditions, whether express or implied, not expressly provided in these Trade Terms or the Warranty Information are excluded.

14. Your Responsibilities

14.1 You are responsible for the Supplies and for any consequences arising from their use, whether authorised or unauthorised, including any loss, damage, or injury.

14.2 You must not resell the Supplies without the prior written consent of The Entity.

14.3 You must not alter, tamper with, reverse engineer, repair, or otherwise modify the Supplies without the prior written consent of The Entity, or in a manner inconsistent with the Warranty Information.

14.4 Where installation, connection, or assembly of the Supplies is required, it must be performed by a suitably licensed professional familiar with, and complying with, the relevant Standards to which the Supplies are manufactured. You should retain evidence of such installation or connection for compliance and warranty purposes.

15. Suspension Of Supplies

15.1 The Entity may, at its discretion and without notice, limit, suspend, or cancel the supply of any Supplies:

1. In emergencies, or where the supply is unlawful, unsafe, or likely to cause death, injury, or damage;
2. If you fail to pay any amount owing in accordance with these Trade Terms;
3. If you commit a material breach of these Trade Terms, or if an administrator, receiver, or insolvency officer is appointed over you, or you are unable to pay your debts as they fall due.

15.2 The Entity will not be liable for any loss, damage, or costs incurred by you as a result of limiting, suspending, or cancelling Supplies under this clause.

16. Liabilities

16.1 Unless otherwise notified by us, the Supplies are provided for personal, domestic, or household use and are not to be provided or installed for commercial use.

16.2 Where the ACL applies, and the Supplies are not of a kind ordinarily acquired for personal, domestic, or household use or consumption, our liability under the ACL is limited, at our option (and provided it is fair and reasonable to do so), to one or more of the following:

1. re-supplying the services again;
2. reimbursing you the cost of having someone else supply services;
3. the replacement of the goods or the supply of equivalent goods;
4. the repair of the goods;
5. the payment of the cost of replacing the goods or acquiring equivalent goods;
6. the payment of the cost of having the goods repaired;
7. the reasonable cost of removal and/or reinstallation of the Supplies.

16.3 Other than as specifically accepted by us above and in our Warranty Information, we are not liable for any other losses or damages you may suffer, including any:

1. loss that arises as a result of or in connection with your acts, omissions, or misuse that are inconsistent with the statements, directions, or warnings described in the Specifications;
2. loss caused by you, or to the extent it results from your failure to take reasonable steps to avoid or minimise that loss;
3. loss caused by events falling outside our reasonable control;
4. indirect or consequential losses (including loss of revenue, profits, enjoyment, or loss of business);
5. losses you might suffer as a result of unauthorised access to information we hold.

17. Indemnity

You indemnify, and keep indemnified, The Entity / The Supplier, and its directors, officers, employees and agents from and against any loss, liability, claim, demand, suit, action or proceeding (including reasonable legal costs and expenses) arising from or in connection with:

1. your breach of these Trade Terms;
2. any act, omission, or negligence by you or your Personnel;
3. your use, misuse, resale, handling, storage, installation or modification of the Supplies, including by your Personnel or any third party;
4. where installation or connection of the Supplies is required, your failure to ensure that such installation or connection is performed by a suitably licensed professional who is familiar with, and complies with, the relevant Standards to which the Supplies are manufactured;
5. any claim by a third party arising out of your acts or omissions or the acts or omissions of your Personnel;
6. any claim, demand, suit, action or proceeding by any person arising from injury, death, or damage to property caused by your use, misuse, handling, storage, installation or modification of the Supplies;
7. any other loss or damage directly or indirectly arising from your failure to comply with these Trade Terms, including applicable specifications, instructions or Standards.

18. Termination

18.1 If you commit an Act of Default, and the Act of Default is capable of being remedied, we may give you written notice requiring you to remedy the Act of Default within 10 Business Days (or such shorter period as is reasonably necessary in the circumstances, including where urgent action is required to prevent harm or loss).

18.2 If you do not remedy the Act of Default within the period specified in clause 18.1, we may:

1. terminate these Trade Terms; or
2. suspend the supply of any further Supplies until the Act of Default is remedied.

18.3 Upon termination of these Trade Terms, all amounts payable by you to us will immediately become due and payable, notwithstanding that the due date has not yet arisen.

18.4 If we commit an Act of Default and do not remedy it within 10 Business Days (or such shorter period as is reasonably necessary in the circumstances), you may terminate these Trade Terms and obtain a refund of any amount of the Price already paid for Supplies not delivered, less any other amounts due and payable to us.

19. Intellectual Property

19.1 Ownership of IPR

All Intellectual Property Rights (IPR) in the Supplies, including any designs, documentation, or materials provided, existing at the time of Order or created by The Entity / The Supplier in connection with the Supplies, remain the property of The Entity / The Supplier. No licence, implied or otherwise, is granted to you except as expressly provided in these Trade Terms.

19.2 Customer Licence

We grant you a limited, non-exclusive, non-transferable, non-sub-licensable licence to use the Supplies solely for the purposes for which they were supplied, in the ordinary course of your business, and in compliance with these Trade Terms. Any modification, reverse engineering, adaptation, or reproduction of the Supplies is prohibited without our prior written consent. Ownership of any derivative works, modifications, or improvements to the Supplies remains with The Entity / The Supplier.

19.3 Customer Communications

If you provide feedback, ideas, or other communications to us, you grant The Entity / The Supplier a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to use, copy, display, distribute, create derivative works from, or incorporate such communications into other works, provided that such communications are not clearly marked as confidential or subject to confidentiality obligations.

20. Variations

20.1 We may amend these Trade Terms at any time by posting such amendments on the Site. Posting on the Site constitutes sufficient notice of any amendment, whether or not you access or read the posted amendments.

20.2 In relation to an Order, you will be bound only by the version of the Trade Terms in force at the time that Order is accepted. No amendments will have retroactive effect on Orders accepted prior to the amendment.

20.3 Minor administrative updates, such as changes to contact details, URLs, or formatting, may be made without requiring acceptance by you and will not affect the substantive rights and obligations under these Trade Terms.

21. Confidentiality

21.1 “Confidential Information” means all technical, commercial, financial, strategic, or other information disclosed by a party (“Discloser”) to the other party (“Recipient”), whether in written, electronic, oral, or other form, that is either clearly marked as confidential or would reasonably be understood to be confidential.

21.2 Confidential Information does not include information that:

1. is or becomes publicly available other than through a breach of these Trade Terms;
2. is independently developed by the Recipient without reference to the Confidential Information; or
3. is lawfully received from a third party without obligation of confidentiality.

21.3 The Recipient must:

1. treat the Confidential Information as strictly confidential;
2. take all reasonable steps to protect the Confidential Information from unauthorised access or disclosure; and
3. only use the Confidential Information for the purpose of performing obligations under these Trade Terms.

21.4 The Recipient may disclose Confidential Information:

1. to Personnel, professional advisors, auditors, or affiliated entities who need to know the information for the purposes of these Trade Terms, provided they are bound by confidentiality obligations no less strict than those in this clause; or
2. as required by law or court order, provided the Discloser is notified promptly and given a reasonable opportunity to limit or contest the disclosure.

21.5 The obligations in this clause survive the termination of these Trade Terms for a period of 5 years.

21.6 Breach of this clause may result in injunctive relief, damages, or other remedies available at law or in equity.

22. Privacy

22.1 The Entity / The Supplier collects, holds, uses, and discloses personal information in accordance with the Privacy Policy, the Privacy Act 1988 (Cth), and the Australian Privacy Principles.

22.2 By placing an Order or using the Supplies, you consent to the collection, use, and disclosure of personal information as set out in the Privacy Policy.

22.3 Personal information may be disclosed to third parties, including service providers, contractors, and related entities, solely for the purpose of supplying the Products or performing obligations under these Trade Terms and in accordance with the Privacy Policy.

22.4 The Entity / The Supplier will take reasonable steps to protect the personal information it holds and will handle any privacy complaints or breaches in accordance with the Privacy Policy.

22.5 The obligations in this clause survive the termination of these Trade Terms.

23. Force Majeure

Neither party will be liable for any delay or failure in the performance of any obligation or the exercise of any right under these Trade Terms (other than an obligation to pay money due) or for any loss or damage if such performance or exercise is prevented or hindered in whole or in part by reason of an event beyond that party’s reasonable control.

24. Disputes

24.1 If a dispute arises, the claiming party must give written notice to the other specifying the nature of the dispute, relevant facts, and relief sought. The recipient must respond within 5 business days.

24.2 The parties must attempt to resolve the dispute in good faith through negotiation between their designated representatives for not less than 10 business days.

24.3 If unresolved, either party may refer the dispute to mediation before a mediator appointed by the Australian Commercial Disputes Centre, to commence within 21 days. Costs are shared equally unless agreed otherwise. Mediation is mandatory before court proceedings, except for urgent interlocutory or injunctive relief.

24.4 Nothing prevents a party from seeking urgent relief, which does not waive the obligation to mediate other aspects of the dispute.

24.5 The obligations in this clause survive termination of these Trade Terms.

25. Severability

If any provision of these Trade Terms is held to be invalid, illegal, void, or unenforceable by a Court of competent jurisdiction, that provision shall be read down or severed to the minimum extent necessary to make it valid and enforceable. The remainder of these Trade Terms shall remain in full force and effect and enforceable to the fullest extent permitted by law. The obligations of this clause survive termination of these Trade Terms.

26. Assignment

26.1 You may not assign, novate, or otherwise transfer any of your rights, benefits, obligations, or liabilities arising under an Order or these Trade Terms to another person without our prior written approval, which will not be unreasonably withheld. You must provide written notice of any proposed assignment and allow us 10 business days to respond.

26.2 We may assign or transfer any of our rights, benefits, obligations, or liabilities under these Trade Terms to any Relevant Group Entity at any time by providing you with notice. Such assignment will not increase your liability or reduce your rights under these Trade Terms.

26.3 Notification of any assignment must be provided promptly by the assigning party.

27. Entire Agreement

These Trade Terms represent the entire agreement between the parties in relation to the Supplies and supersede all prior discussions, negotiations, understandings, and agreements in relation to those Supplies.

28. Governing Law

These Trade Terms are governed by the laws of New South Wales. Each party irrevocably submits to the jurisdiction of the courts of New South Wales, without limiting the right of either party to commence proceedings in any other competent jurisdiction.

29. Compliance And Waivers

29.1 You must follow all of these Trade Terms. You cannot ignore, dismiss, or choose not to comply with any part. If you do not agree to all of these Trade Terms, you should not place an Order or use our Supplies.

29.2 If we delay or fail to enforce any part of these Trade Terms, this does not waive our rights and does not give you permission to ignore any other part.

29.3 Any waiver of a right or provision will only be effective if it is expressly agreed by us in writing, which may include electronic or digital signatures, and will apply only to the specific matter clearly stated.

30. Relationship

The parties are independent. Nothing in these Trade Terms creates a partnership, joint venture, employment, or agency relationship. You must not represent yourself as our employee, agent, or partner, and you have no authority to act on our behalf or create any obligations for us.

31. Unfair Terms To Be Read Down

If any law relating to unfair contract terms or consumer protection would render any provision of these Trade Terms void, unenforceable, or unlawful, that provision must be interpreted, read down, or varied only to the minimum extent necessary to ensure it remains valid and enforceable while preserving, to the greatest extent possible, the original intent and commercial effect of these Trade Terms.

Without limiting the above:

31.1 If a provision permits us to exercise a right, discretion, or remedy in a manner that would cause detriment to you and would, for that reason, be void or unenforceable under applicable law, that provision is to be construed as permitting the exercise of that right, discretion, or remedy only to the extent that it is fair, reasonable, and lawful.

31.2 If a provision authorises us to recover costs, expenses, losses, damages, or other amounts calculated in a manner determined by us and that method of calculation would render the provision void or unenforceable, that provision is to be construed as permitting recovery only of the maximum amount that is fair, reasonable, and lawfully recoverable.

31.3 If any part of a provision is invalid or unenforceable but the remainder of that provision is capable of operating without the invalid or unenforceable part, the provision shall be severed to that extent and the remainder will continue in full force and effect.

31.4 These reading-down and severance rules apply before and take precedence over any other interpretation, severance, or saving provision in these Trade Terms.

32. Interpretation

In these Trade Terms:

32.1 headings, bold type and square brackets are for convenience only and do not affect interpretation;

32.2 words in the singular include the plural and words in the plural include the singular, according to the requirements of the context;

32.3 a reference to any legislation or other law includes delegated legislation and any consolidation, amendment, re-enactment or replacement of it;

32.4 a reference to any of the words “include”, “includes” or “including” is to be read as if followed by “without limitation”;

32.5 a reference to a person includes an individual, company, partnership, trust, association, government authority or other legal entity;

32.6 a reference to a clause, schedule or annexure is a reference to a clause, schedule or annexure of these Trade Terms; and

32.7 these Trade Terms must not be construed adversely to a party solely because that party prepared or drafted them.

33. GST

33.1 For the purposes of this clause:

1. GST means GST within the meaning of the GST Act;
2. GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time; and
3. expressions used in this clause have the same meanings as in the GST Act.

33.2 To the extent that a party makes a taxable supply in connection with these Trade Terms to the other party, and unless expressly stated otherwise, the consideration payable for that supply is exclusive of GST. The recipient must pay to the supplier an additional amount equal to the GST payable in respect of the supply.

33.3 A party’s obligation to pay GST is subject to the supplier providing a valid tax invoice.

34. Definitions

34.1 ACL means the Australian Consumer Law contained in Schedule 2 to the Competition and Consumer Act 2010 (Cth).

34.2 Act of Default occurs if a party:

1. commits a material breach of these Trade Terms;
2. is unable to pay its debts as they fall due;
3. commits an act of bankruptcy or enters into any arrangement or compromise with creditors; or
4. has a receiver, receiver and manager, administrator, liquidator, controller, or statutory manager appointed.

34.3 Commercial Customer means a customer that is not a Consumer.

34.4 Consumer has the meaning given in the ACL.

34.5 Credit Application means the current application approved by the Entity permitting the purchase of Supplies on credit.

34.6 Credit Reporting Policy means the credit reporting policy referred to in the Credit Application.

34.7 IPR (Intellectual Property Rights) means all intellectual property rights of any kind, whether registered or unregistered, including without limitation copyright, patents, inventions, trademarks, service marks, logos, trade names, designs, domain names, software, databases, know-how, trade secrets, confidential information and all rights to apply for or enforce such rights anywhere in the world.

Nothing in these Trade Terms transfers ownership of any IPR to the customer. The customer is granted a limited, non-exclusive, non-transferable licence to use the IPR solely to the extent necessary to use the Supplies in the ordinary course of its business. Any other use, reproduction, modification, distribution or exploitation without the Entity’s prior written consent is prohibited.

34.8 Order means a request for Supplies that is accepted by the Supplier, including by written confirmation, supply, dispatch, or invoicing.

34.9 Personnel means a party’s employees, officers, directors, contractors, subcontractors, agents and professional advisers.

34.10 PPSA means the Personal Property Securities Act 2009 (Cth).

34.11 Price means the amount payable for the Supplies under an Order.

34.12 Privacy Policy means the privacy policy published on the Site as amended from time to time.

34.13 Security Interest and Register have the meanings given in the PPSA.

34.14 Site means any website, online portal or social media page operated by the Entity, including without limitation www.wiseliving.com.au, www.hurlconheating.com.au and any associated social media accounts.

34.15 Specifications means the official specifications, descriptions, drawings or documentation for the Supplies issued by the Entity.

34.16 Supplies means any goods, products, components, services or deliverables supplied by the Supplier under an Order.

34.17 Taxes means all taxes, levies, imposts, duties and charges imposed by any authority, excluding Australian GST and net income tax.

34.18 Trade Terms means these Terms and Conditions of Trade as amended from time to time.

34.19 Warranty Information means any warranty statement or documentation supplied with the Supplies.

34.20 Entity means Albury Consolidated Industries Pty Ltd (WISELIVING) or Hurlcon Hydronic Heating Pty Ltd, being the contracting entity that supplies the Supplies under an Order.

34.21 Supplier means the Entity acting through its authorised Personnel in connection with an Order.