PLEASE READ CAREFULLY

NOTE: Unless otherwise agreed in writing, the Customer is deemed to have accepted these Terms and Conditions upon the earliest of the following to occur:

(a) the Customer accepting, confirming, or signing a Quotation, Pro Forma Invoice, or Order which references these Terms and Conditions;

(b) the Customer submitting a Purchase Order to the Supplier, which the Supplier subsequently accepts in accordance with Clause 1;

(c) the Customer making any payment (including a deposit) to the Supplier in connection with an Order;

or

(d) the Customer accepting delivery of the goods.

Where a Quotation, Pro Forma Invoice, or Tax Invoice is issued by the Supplier, it is issued subject to these Terms and Conditions, whether or not expressly referenced on the face of that document.

DEFINITIONS

In these Terms and Conditions, unless the context requires otherwise, the following terms have the meanings given below:

"Commissioning" or "Commissioning period" means the process by which the Supplier tests and confirms that the goods are installed correctly and operating in accordance with their intended specifications, as described in Clause 10, concluding upon the Customer's sign-off of the Supplier's commissioning documentation.

"Company" means the Supplier.

"Customer" means the purchaser whose details are set out in the attached Quotation, Pro Forma Invoice, or Tax Invoice, or a person or entity whose offer to purchase the Supplier's goods is accepted by the Supplier.

"Force Majeure Event" has the meaning given in Clause 13. "Non-excludable Guarantee" has the meaning given in Clause 14.

"Non-stock item" means any item that is not held by the Supplier as part of its regular inventory at the time the Customer's Order is placed, including items that are ordered, manufactured, or configured specifically in response to the Customer's Order.

"Order" means an order for goods and/or services placed by the Customer with the Supplier, as described in Clause 1.

"Pro Forma Invoice" means a preliminary invoice issued by the Supplier prior to a Tax Invoice, typically for the purpose of requesting payment of a deposit or advance payment before the supply of goods and/or services, and which does not constitute a Tax Invoice for GST purposes.

"Purchaser" means the Customer.

"Quotation" means a written offer by the Supplier to supply goods and/or services on the terms and at the price specified in that document, exercisable in accordance with Clause 2.

"Similar specifications" means, in respect of a substituted item under Clause 5, an item that provides materially equivalent function, performance, and capacity to the item originally ordered by the Customer, having regard to the purpose for which the original item was ordered.

"Supplier" means The Beverage Food Group Pty Ltd (on behalf of Bucher Vaslin Pacific), a company duly incorporated in the State of Victoria and having its offices situated at 96 Chifley Drive, Preston, Victoria 3072.

"Tax Invoice" has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

1. ACCEPTANCE OF CUSTOMER’S ORDER

These terms and conditions apply to every order for goods and/or services between the Supplier and the Customer, and any Terms and Conditions of the Customer’s Order deviating from or inconsistent with these Terms and Conditions are expressly excluded, obviated and

rejected by the Supplier. This exclusion and rejection includes any statement by the Customer that the Customer’s Terms and Conditions shall prevail, notwithstanding any stipulation by the Customer regarding the manner of declaring such rejection. A contract is only concluded between the Supplier and the Customer for the supply of goods and/or services when the Order has been accepted by the Supplier. The terms of this clause apply to every quotation or offer by the Supplier for the supply of goods and/or services.

2. PRICES

All prices are exclusive of insurance or delivery/freight charges, and the Supplier may invoice the goods sold at the Supplier’s price relevant to the goods ordered at the date of delivery of each Order. Where the Supplier publishes or discloses a price list, this list is an invitation to treat only, and the Supplier reserves the right to accept or reject any Order, acting reasonably and having regard to matters such as stock availability, credit risk, and capacity to fulfil an Order.

The Customer acknowledges that the price of the goods and services may change from time to time, and it is the Customer’s responsibility to confirm the price at the time the Order is placed. Where the price shown on a Quotation or Tax Invoice differs from a previously published price list, the price on the Quotation or Tax Invoice applies. The Customer is otherwise taken to have accepted the price applicable at the time as shown on the Quotation or Tax Invoice issued by the Supplier.

Where the Customer varies the order in any way whatsoever resulting in the supply of further goods and/or the provision of further services and/or the incurring of further expenses on the part of the Supplier, the Supplier will notify the Customer of the additional fee before proceeding, except where not reasonably practicable in the circumstances. Such fee will be calculated at the Supplier’s standard fees for the time being.

Where the Supplier provides a Quotation to the Customer, the Quotation is exercisable for one (1) calendar month unless otherwise stipulated in writing.

3. PROPERTY & RISK

The risk in the goods sold passes to the Customer when all or part of the goods are loaded for consignment at the Supplier’s premises whether by carrier employed or engaged by the Supplier or the Customer.

The Supplier will take out a blanket marine insurance policy to cover all goods shipped by a carrier chosen by the Supplier to the destination point. Where the Customer chooses the carrier the insurance risk lies with the Customer.

Notwithstanding delivery, property in and legal title to the goods does not pass to the Customer until payment in full has been received by the Supplier for all debts owing by the Customer to the Supplier. Until then, the Customer must store the goods separately from its own goods and those of any other person, must not sell, charge, or encumber the goods other than in the ordinary course of business, and must account to the Supplier for the proceeds of any such sale up to the amount owing.

The Customer acknowledges that this arrangement constitutes a security interest, and to the extent it qualifies, a Purchase Money Security Interest, under s 14 of the Personal Property Securities Act 2009 (Cth). The Customer consents to the Supplier registering and perfecting the interest on the Personal Property Securities Register and must do anything reasonably required to assist the Supplier to do so. The Supplier may, at any reasonable time, without prior notice to the extent permitted by law, enter premises occupied or controlled by the Customer where the goods are located, for the purposes of inspecting, removing, and repossessing the goods, in accordance with the Supplier’s rights as a secured party under section 123 of the Personal Property Securities Act 2009 (Cth), subject to the restrictions in section 116 of that Act. This clause does not authorise the use of force against any person, or entry to residential premises without the consent of the occupier or a court order.

These provisions apply despite any credit arrangement between the parties and prevail over any inconsistent agreement. Nothing in this clause limits the Supplier’s right to recover the purchase price by legal proceedings or to take insolvency action against the Customer, notwithstanding that property in the goods has not passed.

Terms used in this clause that are defined in the Personal Property Securities Act 2009 (Cth) have the meaning given in that Act.

4. SPECIAL ORDERS

Where the Customer places an Order in writing with the Supplier for non-stock items, and the Customer subsequently wishes to return those items for a reason other than a failure to comply with a consumer guarantee under the Australian Consumer Law (for example, because the Customer has changed its mind), the Supplier will not accept return of those items unless the manufacturer agrees to accept return from the Supplier.

Where such a return is accepted by the Supplier in writing, the Supplier may deduct transport, insurance, handling and restocking charges from the credit due to the Customer.

Nothing in this clause limits or excludes any right the Customer may have under the consumer guarantees in the Australian Consumer Law in respect of the non-stock items, including the right to a repair, replacement, or refund where those items fail to comply with a consumer guarantee. Where such a right arises, the Supplier will not require the manufacturer’s agreement as a condition of return, and will not deduct any charges from the amount owing to the Customer.

5. SUBSTITUTION

The Supplier reserves the right to substitute some other make or brand with similar specifications if any item ordered by the Customer is not available. Where the Customer does not object to a substitution within seven (7) days of the date of delivery of the goods (unless a longer period is imposed by law), the Customer is deemed to have accepted the substitution. If the Customer is not satisfied with the substituted goods for a reason other than a failure to comply with a consumer guarantee under the Australian Consumer Law, the goods may be returned to the Supplier for credit.

Nothing in this clause limits or excludes any right the Customer may have under the consumer guarantees in the Australian Consumer Law in respect of the substituted goods, including the right to a repair, replacement, or refund where those goods fail to comply with a consumer guarantee.

6. CATALOGUE/WEBSITE AND SAMPLES

The Customer acknowledges, agrees and accepts that there may be minor variations in the colour and/or finish and/or texture of any actual products supplied to the Customer as compared with:

(a) those as appearing in the Supplier’s catalogue; (b) those as appearing in the Supplier’s website; or (c) any samples held by the Supplier.

Nothing in this clause limits or excludes any right the Customer may have under the consumer guarantees in the Australian Consumer Law, including the guarantee that goods will correspond with their description.

7. PAYMENT

The Customer must pay for goods and/or services in accordance with the Tax Invoice rendered by the Supplier, using the payment method specified in the Supplier’s Quotation, Order confirmation, or credit account terms provided to the Customer for that Order, being one of the following:

1. (a)  Payment in full prior to delivery of the goods and/or;

2. (b)  Cash on delivery; or

3. (c)  Where the Supplier has extended trading terms to the Customer in writing, payment

   within the timeframe specified in those trading terms, being one of:

   1. (i)  Thirty (30) days after the end of the month of the date of Tax Invoice;

   2. (ii)  Sixty (60) days after the end of the month of the date of Tax Invoice;

   3. (iii)  Electronic funds transfer within seven (7) days after the end of the month of the date

      of Tax Invoice; or

   4. (iv)  Electronic funds transfer within fourteen (14) days after the end of the month of the

      Tax Invoice.

Interest is payable by the Customer, immediately on demand by the Supplier, on all amounts overdue to the Supplier from the date of provision of goods and/or services until payment, at the rate of eighteen (18) per centum per annum. The Supplier may, at its discretion, waive interest charges where payment is made within the time stipulated by the Supplier following a demand. Where payment is not made by the due date, the Customer must, in addition to any obligations imposed under this clause, pay to the Supplier on demand the Supplier’s reasonable costs directly incurred as a result of the late payment, including storage, delivery, collection, and legal costs on a full indemnity basis.

All payments received by the Supplier shall be applied as follows:

(a) First, towards any costs of the Supplier referred to above (or any part thereof); (b) Second, towards any interest payable as set out above (or any part thereof); and (c) Third, towards any other amounts payable by the Customer to the Supplier.

Time of payment for any goods and/or services under any Order is an essential term of that Order, reflecting the Supplier’s need for certainty of cash flow in extending trading terms to the Customer.

8. CANCELLATION

Cancellation of any Order requires approval in writing from the Supplier, which approval must not be unreasonably withheld. If cancellation is not approved, the goods will be delivered to the Customer, and the Supplier will be entitled to payment in accordance with Clause 7.

The Customer must notify the Supplier of any cancellation within seven (7) days of placement of the Order, or at any time if the Supplier is in breach of any term of the Order, becomes insolvent, or has an administrator, receiver, or liquidator appointed over its undertaking or property.

The Supplier is not obliged to supply goods in relation to any Order and may cancel the Order at any time if:

(a) There is a breach of any term of any Order by the Customer; or
(b) The Customer has provided any false or misleading information to the Supplier, including information set out in any application for credit or to open an account with the Supplier; or

(c) The Customer commences to be wound up or is placed under official management, or a receiver, or a receiver and manager or voluntary administrator is appointed in respect of the Customer, its undertaking or property or any part thereof, or an encumbrancer, by itself or by an agent, takes or purports to take possession of the Customer’s undertaking or property or any part of it; or

(d) The Supplier is unable to supply goods as a result of the failure of any supplier of the Supplier to deliver goods or provide services required for the Supplier to supply the goods to the Customer.

9. SCOPE OF SERVICES

The Services provided by the Supplier to the Customer are those requested in the Order. The Customer authorises the Supplier to perform such services (including related services) which, in the reasonable opinion of the Supplier, are necessary to fully carry out the terms of the Order, even if the Customer has specified all the particular services in the Order.

Where the performance of such related services will result in additional cost to the Customer, the Supplier will notify the Customer of the estimated additional cost before performing those services, except where doing so is not reasonably practicable in the circumstances (for example, where a delay would risk safety or cause further damage to goods or property). This clause does not authorise the Supplier to perform any services excluded under Clause 10 (Equipment Connection and Services), unless otherwise agreed in writing by the Customer.

10. EQUIPMENT CONNECTION AND SERVICES

Supply and services under an Order do NOT include:

• Construction/operation permits;

• Construction site risk analysis;

• Civil works;

• Electrical connections;

• Water connection;

• Thermal connection; or

• Any other item not specifically included in the Supplier’s Quotation or Order confirmation.

The Supplier recommends using relevant and competent trades technicians to complete all start-up services. Improper installation or start-up procedures may result in injury to the Customer’s or the Supplier’s personnel, damage to goods or premises, or delay to installation of supplied equipment. Start-up services must be completed prior to the installation and commissioning visit, any rescheduling of start-up installation will be subject to the availability of the Supplier’s technician and may incur additional costs to the Customer.

Where the Customer’s own equipment or contractors are used or engaged in connection with the installation or commissioning of the goods, the Customer warrants that such equipment meets applicable industry safety standards, and that any contractors engaged by the Customer hold appropriate insurance and comply with applicable occupational health and safety laws. Nothing in this clause affects either party's own independent obligations under applicable occupational health and safety legislation.

The Customer is responsible for the following:

• Building suitability – providing the Supplier with an accurate description of the building and available space for the equipment. The Supplier’s layout and design of the goods will be based on this description. The Customer is responsible for structural integrity, safety, and adherence to all local building and utility codes and standards

• Site Location Preparation and readiness to receive equipment – preparing the site location for equipment installation, including readiness of utility connections (including but not limited to electrical supply, compressed air supply, steam supply, natural gas supply, water or glycol supply) and ensuring the site is ready to receive the equipment on the agreed delivery date. If the site is inadequately prepared, the Supplier reserves the right to remove personnel from site until preparation is complete, which may incur additional fees and expenses to the Customer.

• Initial Mechanical and electrical connection –The Customer is responsible for proper electrical and mechanical connection of external services, unless otherwise agreed in writing by the Supplier and the Customer.

• The Necessary Equipment and Personnel – providing the necessary equipment and personnel (including cranes, forklifts and drivers) to unload the goods and allow final site positioning.

• Products and raw materials for commissioning – providing the products and raw materials required for final commissioning and testing, as agreed in writing between the Supplier and the Customer prior to the commissioning visit. Delays caused by lack of the agreed products or raw materials may incur further costs for the Customer.

Prior to completion of commissioning, the Customer must sign off on the Supplier’s commissioning documentation, confirming that all agreed tests and checks (including where applicable, in the presence of an original equipment manufacturer representative) have been completed to the Customer’s satisfaction.

11. ACCEPTANCE AND CLAIMS

Acceptance of the goods shall be deemed for all purposes to have taken place immediately upon transfer of possession. The Customer will be deemed to have accepted the Goods and/or the provision of the Services (as the case may be) free of defects or other non-conformity with the Order unless the Supplier receives a substantive written claim as to any defects or other non-conformity within seven (7) days from the completion of the Commissioning period, unless a longer period is imposed by law.

Nothing in this clause limits or excludes any right the Customer may have under the consumer guarantees in the Australian Consumer Law.

The Supplier’s liability for failure to comply with a guarantee under Subdivision B of Division 1 of Part 3-2 of the Australian Consumer Law, being Schedule 2 to the Competition and Consumer Act 2010 (Cth) (other than a guarantee under section 51,52 or 53 of the Australian Consumer Law), is limited, as permitted under section 64A of the Australian Consumer Law, to such one or more of the following as the Supplier decides:

(a) The replacement of the goods or the supply of equivalent goods; or
(b) The repair of the goods; or
(c) The payment of the cost of replacing the goods or of acquiring equivalent goods; or (d) The payment of the cost of having the goods repaired.

To the extent permitted by law, and subject to the Customer’s rights under the consumer guarantees in the Australian Consumer Law, the Supplier is not under any liability to the Customer or to any other person in respect of any loss or damage (including consequential loss or damage) however caused, which may be suffered or incurred or which may arise either directly or indirectly in respect of the supply of the goods or any ancillary services or advice or the failure or omission on the part of the Supplier to comply with its obligation hereunder.

Except as expressly provided to the contrary in these Terms and Conditions, and subject to the Customer’s rights under the consumer guarantees in the Australian Consumer Law, all terms, conditions, warranties, undertakings, inducements or representation whether express, implied, statutory or otherwise are excluded to the extent permitted by law, including but not limited to the United Nations Convention on Contracts for the International Sale of Goods.

12. INTELLECTUAL PROPERTY

All intellectual property rights, such as trademarks, copyright and designs, subsisting in goods supplied to, or produced for, the Customer, remain at all times the property of the Supplier unless agreed otherwise in writing by the Supplier. Where goods or designs are produced specifically for the Customer under an Order, the Supplier grants the Customer a non-exclusive, royalty-free licence to use, operate, and maintain those goods for the Customer’s own internal business purposes. Nothing in this clause restricts the Customer’s ordinary use of the goods it has purchased.

13. FORCE MAJEURE

If delivery is prevented or delayed, in whole or in part, by reason of Act of God, or its consequence (including, but not limited to fire, flood, typhoon or earthquake), or by reason of epidemic, pandemic, government restrictions or government mandated shutdowns, trade embargoes, riots, wars, hostilities, strikes, lockouts, labour disputes, boycotting of goods, ship shortage, delays or damage in transportation or other causes beyond the Supplier’s control (a “Force Majeure Event”), the Supplier will notify the Customer as soon as reasonably practicable and will use reasonable endeavours to mitigate the effects of the Force Majeure Event. The Supplier may, at its option, perform the Order or the unfulfilled portion of it within a reasonable time after the Force Majeure Event ceases, or rescind unconditionally and without liability this contract or the unfulfilled portion of it.

If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Order by written notice to the other, without liability for that termination.

14. EXCLUSIONS AND LIMITATIONS

These terms and conditions do not exclude, restrict or modify the application of any statutory provision (including a provision from the Competition and Consumer Act 2010 (Cth)) where to do so would:

(a) Contravene that statute; or
(b) Cause any part of these terms and conditions to be void.

The Supplier excludes all guarantees implied by the Australian Consumer Law, except any guarantee the exclusion of which would contravene any statute or cause any part of this clause to be void (‘Non-excludable Guarantee’).

To the extent permitted by law, the liability of the Supplier to the Customer for breach of any Non-excludable Guarantee (other than a guarantee under section 51, 52 or 53 of the Australian Consumer Law) is limited, at the Supplier’s option, to refunding the price of the Goods and/or Services in respect of which the breach occurred, or to providing, replacing or repairing those Goods and/or providing those Services again.

Except for liability for breach of any Non-excludable Guarantee, and to the extent permitted by law:

1. (a)  The Supplier excludes liability for loss of profits or consequential or indirect loss or damage;

2. (b)  The Supplier’s total liability to the Customer (including any breach of any provision of a contract between the parties) arising directly or indirectly in relation to the provision of any Goods and/or Services, is limited to the amount paid by the Customer to the Supplier for those Goods and/or Services; and

3. (c)  In circumstances where paragraph (b) above cannot legally operate, the Supplier’s liability to the Customer (including any breach of any provision of a contract between the parties) arising directly or indirectly in relation to the provision of any Goods and/or

Services, is limited to the agreed price of those Goods and/or Services.

15. WARRANTY

Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

This warranty is given by The Beverage Food Group Pty Ltd (on behalf of Bucher Vaslin Pacific), ABN 33 079 121 529, 96 Chifley Drive, Preston, Victoria 3072, (03) 9487-1100 and info@thebeveragefoodgroup.com], and is valid for twelve (12) months from the date of delivery. To make a claim under this warranty, contact the Supplier using the details above. The Supplier will bear the reasonable cost of any valid claim made in accordance with this clause.

Goods produced and sold will have the benefit of any warranty, as may be provided from time to time, given by the Supplier provided that the return of the goods or any part of them is in accordance with the Supplier’s warranty. Nothing in this clause limits or excludes any right the Customer may have under the consumer guarantees in the Australian Consumer Law.

The Supplier guarantees the materials and workmanship of equipment supplied for up to twelve (12) months from the date of delivery.

The warranty DOES NOT APPLY to wear parts, electrical items not already covered by a manufacturer’s warranty, and other consumable items, or to defects arising out of material provided or design specification supplied by the Customer.

Components of other manufacturers incorporated into the goods are guaranteed to the extent offered by the original manufacturer. Nothing in this clause limits the Supplier’s own rights of indemnity against a manufacturer under the Australian Consumer Law.

The Supplier will repair or replace defective parts, after investigation and inspection, that have not been subject to improper maintenance or extraordinary wear and tear due to use other than originally intended or specified.

All exposed electrical controls, switchgear and motors have been protected to IP55 (Hose proof) or better under international standards. Damage or deterioration by water due to excessive hosing or operator abuse is expressly excluded from this Warranty.

The Customer warrants that any distribution of the goods outside Australia on the Customer’s behalf will not give rise to any claims against, or liabilities for, the Supplier or its officers, employees or agents, including parallel import violations.

16. CLERICAL ERRORS

Genuine clerical errors, typing errors or other genuine errors in computations, catalogue, quotation, acceptance, offer, invoice, delivery docket, credit note, or specification of the Supplier are subject to correction by the Supplier. This clause does not apply where the error is a genuine term of the Order that has already been accepted by both parties, and does not affect any right the Customer may have under the consumer guarantees in the Australian Consumer Law.

17. MODIFICATION

All modifications and amendments to these provisions, or any approvals given under them, must be in writing and signed by a duly authorised signatory of the Supplier and the Customer (or their respective duly authorised representatives). A modification, amendment, or approval that does not meet this requirement is not binding on either party.

18. DELIVERY

The Supplier may deliver the goods by instalments or partial shipment, and the Customer will accept each such delivery. Unless otherwise agreed by the parties, delivery by the Supplier within seven (7) days of the date specified in the Order shall constitute delivery by the due date. Requirements of the Customer as to delivery timing are not a condition or of the essence of the contract, reflecting the Supplier’s reliance on third-party carriers and manufacturing lead times outside its direct control. To the extent permitted by law, and subject to the Customer’s rights under the consumer guarantees in the Australian Consumer Law, the Supplier is under no liability for either direct or consequential loss or damage to the Customer arising from delay or postponement in delivery.

19. GOODS AND SERVICES TAX (“GST”)

1. (a)  All amounts expressed or described in any Order between the Customer and Supplier are GST exclusive amounts, unless expressly stated otherwise.

2. (b)  Subject to Clause 19(a), if any GST (within the meaning of A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time) is payable on any supply made by the Supplier to the Customer under any Order, the amount expressed or described in that Order (‘Original Amount’) is increased so that the Supplier receives an amount (‘Increased Amount’) which, after subtracting the Supplier’s GST liability on the Increased Amount, results in the Supplier retaining the Original Amount.

3. (c)  The Supplier will do all things reasonably available to it to assist the Customer to claim, on a timely basis, any input tax credits (if any) the Customer may be entitled to claim for purchase of goods. This includes the Supplier maintaining its registered status for GST purposes, and issuing Tax Invoices for supplies made under this Agreement on a timely basis as reasonably requested by the Customer.

20. AUTHORITY TO OBTAIN AND EXCHANGE CREDIT INFORMATION

1. (a)  In accordance with section 21G(2)(a) of the Privacy Act 1988 (Cth), the Customer authorises the Supplier to obtain from a credit reporting body a credit report containing personal credit information about the Customer, in order to assess whether the Supplier will provide or continue to provide credit to the Customer.

2. (b)  The Customer authorises the Supplier to contact any of the contacts or references provided by the Customer and make any such enquiries as are necessary and reasonable to give proper consideration to the Customer’s application for credit.

3. (c)  The Supplier reserves the right to suspend the supply of further Goods and/or Services on credit to the Customer without prior notice.

21. JURISDICTION

All contracts between the Supplier and the Customer shall be governed by the laws of the State of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of the State of Victoria (and any courts which can hear appeals from such courts). This clause applies to all Orders, including Orders placed by Customers located outside Australia. The exclusion of the United Nations Convention on Contracts for the International Sale of Goods, as set out in Clause 11, applies to all such Orders.

22. EXECUTION

Any contract between the Supplier and the Customer may be executed on behalf of the Customer by any agent or employee of the Customer who has actual or apparent authority to do so. The Customer is bound by these Terms and Conditions where the contract has been executed by a person with actual or apparent authority to act on the Customer’s behalf. Nothing in this clause binds the Customer to a contract executed by a person without actual or apparent authority, or as a result of fraud.

23. INDEMNIFICATION

1. (a)  The Customer indemnifies the Supplier against any claims, actions, demands, proceedings, suits, penalties, fines, judgements, costs, losses, damages and expenses, (including legal fees on a solicitor-own-client basis) arising out of or in connection with the Customer’s negligence, breach of these Terms and Conditions, or misuse of any goods sold or delivered, except to the extent caused by the Supplier’s own negligence, breach of these Terms and Conditions, or wilful misconduct.

2. (b)  Where the Customer neglects, fails, or refuses to comply with its obligations under

Clause 23(a), the Customer agrees:

1. (i)  To being joined by the Supplier as a party to any proceeding referred to in Clause 23(a) initiated against the Supplier; and

2. (ii)  To pay the Supplier’s reasonable legal and other costs associated with the joinder of the Customer.

24. DIRECTORS GUARANTEE

Where the Customer is a company, the Supplier may require one or more directors of the Customer to execute a personal guarantee and indemnity, in favour of the Supplier and in a form determined by the Supplier, guaranteeing the Customer’s payment and other obligations under these Terms and Conditions. Where the Supplier requires such a guarantee, the Supplier is not obliged to supply goods or extend credit to the Customer until the guarantee has been executed and provided to the Supplier.

25. INTERPRETATION

In these Terms and Conditions, unless the contrary intention appears:

1. (a)  A reference to a person (including a party) includes an individual, a firm, a body corporate, a partnership, joint venture, an unincorporated body or association or any government agency;

2. (b)  A reference to a particular person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;

3. (c)  A reference to a document (including these Terms and Conditions) includes any variation of it;

4. (d)  The singular includes the plural and vice versa;

5. (e)  The words “include”, “including”, or “such as” are not used as, nor are they to be

   interpreted as words of limitation;

6. (f)  If a payment or other act must (but for this clause) be made or done on a day which is not

   a business day in Melbourne, then it must be made or done on the business day in

   Melbourne;

7. (g)  This document must not be construed adversely to a party solely because that party was

   responsible for preparing it.