1.              Definitions 1.1    “Novaproducts” means Nap Global Pty Ltd as The Trustee for NAP Global Trust trading as Novaproducts Global, its successors and assigns or any person acting on behalf of and with the authority of NAP Global Pty Ltd as The Trustee for NAP Global Trust trading as Novaproducts Global. 1.2           “Customer” means the person/s or any person acting on behalf of and with the authority of the Customer requesting Novaproducts to provide the Goods and/or Services as specified in any proposal, quotation,order, invoice or other documentation, and: (a)   if there is more than one Customer, is a reference to each Customer jointly and severally; and(b)   if the Customer is a part of a Trust, shall be bound in their capacity as a trustee; and(c)   includes the Customer’s executors, administrators, successors and permitted assigns. 1.3           “Goods” means all Goods or Services supplied by Nova products to the Customer at the Customer’s request from time to time (where the context so permits the terms ‘Goods’or ‘Services’ shall be interchangeable for the other). 1.4           "Confidential Information” means information of a confidential nature whether oral, written or in electronic form including,but not limited to, this contract, either party’s intellectual property,operational information, know-how, trade secrets, financial and commercial affairs, contracts, client information (including but not limited to, “Personal Information” such as: name,address, D.O.B, occupation, driver’s license details, electronic contact(email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications,credit history) and pricing details. 1.5           “Cookies” means small files which are stored on a user’s computer. They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website, and can be accessed either by the web server or the client’s computer. If the Customer does not wish to allow Cookies to operate in the background when ordering from the website, then the Customer shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to ordering Goods via the website. 1.6           “Price” means the Price payable (plus any GST where applicable) for the Goods as agreed between Novaproducts and the Customer in accordance with clause 6 below. 1.7           “GST” means Goods and Services Tax as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth). 2.              Acceptance 2.1           The Customer acknowledges and accepts that these terms and conditions are perpetual and cannot be removed from any quotations, estimation, ballpark figure (given verbally writing) or other documentation supplied by Novaproducts 2.2           The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts Delivery of the Goods. 2.3           Telephone orders must be confirmed in writing marked “Confirmation Only” promptly and no later than twenty-four (24) hours after placing the telephone order by the Customer. Should there be any discrepancy between the orders on telephone as recorded by Novaproducts and the confirmation in writing by the Customer, Novaproducts’ record of the telephone order shall prevail unless Novaproducts expressly agrees in writing to vary the order placed by the Customer on the telephone. 2.4           Any email received by Novaproducts from the domain address of the Customer, is prima facie evidence of the requirement as an order and immediately becomes a purchase order within acceptance of Novaproducts ’rights; no further need for Customer authorisation will be required. 2.5           Goods are supplied by Novaproducts only on the terms and conditions of trade herein to the exclusion of anything to the contrary in the terms of the Customer’s order notwithstanding that any such order is placed on terms that purport to override these terms and conditions of trade . 2.6           These terms and conditions may only be amended with the consent of both parties in writing, and shall prevail to the extent of any inconsistency with any other document or contract between the Customer and Novaproducts. 2.7           Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 10 of the Electronic Transactions Act 2011 or any other applicable provisions of that Act or any Regulations referred to in that Act. 2.8           These terms and conditions may be meant to be read in conjunction with Novaproducts’ Hire Form, and:(a)   where the context so permits, the terms ‘Goods’ or ‘Services’ shall include any supply of Equipment, as defined therein; and(b)    if there are any inconsistencies between the two documents then the terms and conditions contained therein shall prevail. 2.9           The Customer agrees to accurately complete and sign the Credit Card Authorisation Form, the contents of which shall form part of this contract, thereby, consenting to Novaproducts, that in the event that the Customer becomes in default of payment for any reason, then Novaproducts reserves the right to automatically debit the Customer’s credit card. 2.10        Once accepted by the Customer, Novaproducts’ written quotation, estimation shall be deemed to interpret correctly the Customer’s instructions, whether written or verbal. Where handwritten instructions only are received from the Customer, Novaproducts shall not be responsible for errors or omissions due to oversight or misinterpretation of those instructions including where the handwriting is difficult to decipher.  3.              Errors and Omissions 3.1           The Customer acknowledges and accepts that Novaproducts shall, without prejudice,accept no liability in respect of any alleged or actual error(s) and/or omission(s):(a)   resulting from an-inadvertent mistake made by Novaproducts in the formation and/or administration of this contract; and/or(b)   contained in/omitted from any literature (hard copy and/or electronic) supplied by Novaproducts in respect of the Services. 3.2           In the event such an error and/or omission occurs in accordance with clause 3.1,and is not attributable to the negligence and/or willful misconduct of Novaproducts;the Customer shall not be entitled to treat this contract as repudiated nor-render it invalid.   4.              Change in Control 4.1           The Customer shall give Novaproducts not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address, contact phone number/s, change of trustees or business practice). The Customer shall be liable for any loss incurred by Novaproducts as a result of the Customer’s failure to comply with this clause. 5.              Credit Card Information 5.1           Novaproducts will:(a) keep the Customer’s Personal Information, including credit card details for only as long as is deemed necessary by Novaproducts; (b)   not disclose the Customer’s credit card details to any third party;(c)   not unnecessarily disclose any of the Customer’s Personal Information,except is accordance with the Privacy Policy (clause 19) or where required by law. 5.2           The Customer expressly agrees that, if pursuant to this contract, there are:(a)   any unpaid charges; and (b)   other amounts due and outstanding by the Customer; then(c)   Novaproducts is entitled to immediately charge the Customer’s nominated credit card for these amounts, and is irrevocably authorised to complete any documentation and take any action to recover from the credit card issuer any and all amounts which may be due by the Customer pursuant to the terms of this contract.  6.              Price and Payment 6.1           The Customer acknowledges and accepts that the total Price represents an amount for the contract and is also representative of the whole document, email and/or attachments sent with it from Novaproducts and is inseparable from Novaproducts’ terms and conditions. 6.2           At Novaproducts’ sole discretion, the Price shall be either: (a)   as indicated on any invoice provided by Novaproducts to the Customer; or (b)   Novaproducts’ quoted price (subject to clause 6.3) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days. 6.3           Novaproducts reserves the right to change the Price if a variation to Novaproducts’ quotation is requested. Any variation from the plan of scheduled Services or specifications (including, but not limited to, any variation as a result of additional Services required due to unforeseen circumstances such as poor weather conditions, limitations to accessing the site, availability of Goods,safety considerations, prerequisite work by any third party not being completed or as a result of any increase to Novaproducts in the cost of Goods and labor) will be charged for on the basis of Novaproducts’ quotation and will be shown as variations on the invoice. The Customer shall be required to respond to any variation submitted by Novaproducts within ten (10) working days. Failure to do so will entitle Novaproducts to add the cost of the variation to the Price.Payment for all variations must be made in full at the time of their completion. 6.4           Further to clause 6.3, if Novaproducts varies the Price in any way, it is taken as replacement of the original Price and shall be binding perpetually these terms and conditions. 6.5           At Novaproducts’ sole discretion, a deposit may be required. 6.6           Time for payment for the Goods being of the essence, the Price will be payable by the Customer on the date/s determined by Novaproducts,which may be: (a)   on Delivery of the Goods; (b)   before Delivery of the Goods; (c)   by way of installments /progress payments in accordance with Novaproducts’ payment schedule;(d)   the date specified on any invoice or other form as being the date for payment; or(e)   failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by Novaproducts. 6.7           At the agreement of both parties, payment of the Price may be subject to retention by the Customer of an amount (hereafter called the"Retention Money"), being equal to a percentage of the Price as agreed between the parties. The Customer shall hold the Retention Money for the agreed period following completion of the Services during which time all Services are to be completed and/or all defects are to be remedied. 6.8           Payment may be made by cash, bank cheque,electronic/on-line banking, credit card excluding Amex (a surcharge may apply per transaction), or by any other method as agreed to between the Customer and Novaproducts. 6.9           Any payments tendered by the Customer to Novaproducts where the Customer is in default of their obligations of payment shall be applied as follows:(a)   firstly, as reimbursement for any collection costs incurred by Novaproducts;(b)   secondly, in payment of any interest changes; and(c)   thirdly, in satisfaction or part satisfaction of the oldest portion of the Customer’s outstanding account.6.10        The Customer shall not been titled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by Novaproducts nor to withhold payment of any invoice because part of that invoice is in dispute.6.11        Unless otherwise stated the Price does not include GST. In addition to the Price, the Customer must pay to Novaproducts an amount equal to any GST Novaproducts must pay for any supply by Novaproducts under this or any other contract for the sale of the Goods. The Customer must pay GST, without deduction or set off of any other amounts, at the same time and onthe same basis as the Customer pays the Price. In addition, the Customer mustpay any other taxes and duties that may be applicable in addition to the Priceexcept where they are expressly included in the Price.  7.              Delivery of Goods 7.1           Delivery (“Delivery”)of the Goods is taken to occur at the time that: (a)  the Customer or the Customer’s nominated carrier takes possession of the Goods at Novaproducts’ address; or(b)  Novaproducts (or Novaproducts’ nominated carrier)delivers the Goods to the Customer’s nominated address even if the Customer isnot present at the address.7.2           Delivery of the Goods to a third party nominated bythe Customer is deemed to be Delivery to the Customer for the purposes of this contract.7.3           At Novaproducts’ sole discretion, the cost of Deliveryis either included in the Price or is in addition to the Price.7.4           Any time specified by Novaproducts for Delivery ofthe Goods is an estimate only and Novaproducts will not be liable for any lossor damage incurred by the Customer as a result of Delivery being late. Howeverboth parties agree that they shall make every endeavour to enable the Goods tobe delivered at the time and place as was arranged between both parties. In theevent that Novaproducts is unable to supply the Goods as agreed solely due toany action or inaction of the Customer, then Novaproducts shall be entitled tocharge a reasonable fee for redelivery and/or storage. In the event that theGoods are to be stored at premises other than Novaproducts’ usual place ofbusiness then the Customer shall be liable for all reasonable fees incurred byNovaproducts in storing the Goods offsite (including cartage).7.5           Where Novaproducts cannot access the site todeliver the Goods, the Goods shall be delivered and left as close aspracticable to the site. Or in the event the Customer requests Novaproductsenter a property to deliver the Goods, then Novaproducts accepts noresponsibility for any damage caused by Novaproducts in doing so.7.6           Unless agreed otherwise in writing, prior to Delivery,the unloading of Goods shall be the Customer’s responsibility and Novaproductswill not be responsible for any damage resulting from the unloading of Goods bythe Customer, or by anyone on its behalf.7.7           The Customer agrees that if Novaproducts’ deliverytruck is held on site for longer than fifteen (15) minutes due to circumstancesbeyond the control of Novaproducts, then additional charges will apply.7.8           If Delivery is delayed as a consequence of theCustomer’s instructions, or lack thereof, then Novaproducts may at is solediscretion store the Goods for the Customer and Novaproducts shall charge theCustomer a reasonable fee for such storage.  8.              Risk8.1           Risk of damage to or loss of the Goods passes tothe Customer on Delivery and the Customer must insure the Goods on or beforeDelivery.8.2           If any of the Goods are damaged or destroyedfollowing Delivery but prior to ownership passing to the Customer, Novaproductsis entitled to receive all insurance proceeds payable for the Goods. Theproduction of these terms and conditions by Novaproducts is sufficient evidenceof Novaproducts’ rights to receive the insurance proceeds without the need forany person dealing with Novaproducts to make further enquiries. 8.3           If the Customer requests Novaproducts to leaveGoods outside Novaproducts’ premises for collection or to deliver the Goods toan unattended location, then such Goods shall be left at the Customer’s solerisk.8.4           Where Novaproducts is to install the Goods, theCustomer warrants that any structures to which the Goods are to be affixed areable to withstand the installation of the Goods and are of suitable capacity tohandle the Goods once installed. If for any reason (including the discovery ofasbestos) that Novaproducts, or employees of Novaproducts, reasonably form theopinion that the Customer’s premises is not safe for the installation of Goodsto proceed then Novaproducts shall be entitled to delay installation of theGoods until Novaproducts is satisfied that it is safe for the installation toproceed. 8.5           The Customer acknowledges and accepts that Goodsare built and installed to the Building Code of Australia (BCA) or the NationalConstruction Code (NCC), whichever shall be pertinent.8.6           Where Novaproducts has imported Goods, or has made(or had made) Goods to specific Customer requirements then Delivery of thoseGoods shall be deemed to have taken place and all risk for those particularGoods shall pass to the Customer immediately those Goods are received by,and/or placed into storage by Novaproducts, and Novaproducts has notified theCustomer of the same. Upon receipt of such notification it shall be theCustomer’s responsibility to ensure that those particular are Goods are insuredadequately or at all. All such Goods will be stored at the Customersexpense on the same basis is as specified in clause 7.8above.8.7           Novaproducts may compute an estimate of dimensionsand quantities of Goods based on plans or other information given by, or onbehalf of the Customer. Novaproducts does not accept any liability as to thecorrect computation of any such estimate, and the estimate is provided to theCustomer as indicative only and Novaproducts is not responsible for anymistakes or errors in the estimate. The Customer undertakes to check any suchestimate and in any event accepts full responsibility for the dimensions andquantities of Goods ordered as independently computed by the Customer withoutrelying on the estimate and unless otherwise stated Novaproducts do not allowfor testing, mock up samples other than what Novaproducts has available to them.8.8           Where Novaproducts gives advice, recommendations,information, assistance or service to the Customer regarding the suitability orpurpose of the Goods, or in connection with the design, delivery times,dimensions, installation or use of the Goods, then it is given in good faithand Novaproducts shall not be liable in any way whatsoever for any damages,losses or costs however arising resulting from the Customer relying on thesame.8.9           The Customer agrees that as a condition of sale,any description or specification given by Novaproducts, or in any printedliterature of Novaproducts is for general indicative purposes only and shallnot be taken as implying as to fitness for any particular purpose, and does notrender Novaproducts responsible howsoever and whatsoever except to the extentthat the Goods shall comply with the standards set out in such description orspecification.8.10        In the event the Goods are required for aparticular purpose, the Customer must clearly specify that purpose in writingin the order placed with Novaproducts and obtain written assurance from Novaproductsthat the Goods, when supplied, will meet that requirement. In the event theCustomer fails to comply with this clause, then the Customer agrees that it didnot rely on the skill or judgement of Novaproducts in relation to thesuitability of the Goods for a particular purpose.8.11        The Customer acknowledges and accepts that:(a)   due to the manufacturing process, superficial defects may be visiblewithin four metres (4m) and innate undulations visible in CFC panels from anydistance; and(b)   such superficial defects and innate undulations shall not be deemed tobe a defect for the purposes of a warranty claim. 9.              Access9.1           The Customer shall ensure that Novaproducts has clearand free access to the site at all times to enable them to undertake the Services.Novaproducts shall not be liable for any loss or damage to the site (including,without limitation, damage to pathways, driveways and concreted or paved orgrassed areas) unless due to the negligence of Novaproducts. 10.           Underground Locations10.1        Prior to Novaproducts commencing any work the Customermust advise Novaproducts of the precise location of all underground services onthe site and clearly mark the same. The underground mains and services the Customermust identify include, but are not limited to, electrical services, gasservices, sewer services, pumping services, sewer connections, sewer sludgemains, water mains, irrigation pipes, telephone cables, fibre optic cables, oilpumping mains, and any other services that may be on site.10.2        Whilst Novaproducts will take all care to avoiddamage to any underground services the Customer agrees to indemnify Novaproductsin respect of all and any liability claims, loss, damage, costs and fines as aresult of damage to services not precisely located and notified as per clause 10.1. 11.           Compliance with Laws11.1        The Customer and Novaproducts shall comply with theprovisions of all statutes, regulations and bylaws of government, local andother public authorities that may be applicable to the Services.11.2        The Customer shall obtain (at the expense of the Customer)all licenses and approvals that may be required for the Services.11.3        The Customer agrees that the site will comply withany occupational health and safety laws relating to building/construction sitesand any other relevant safety standards or legislation. 12.           Title12.1        Novaproducts and the Customer agree that ownershipof the Goods shall not pass until:(a)   the Customer has paid Novaproducts all amounts owing to Novaproductsincluding retentions where applicalbe; and(b)   the Customer has met all of its other obligations to Novaproducts.12.2        Receipt by Novaproducts of any form of paymentother than cash shall not be deemed to be payment until that form of paymenthas been honoured, cleared or recognised.12.3        It is further agreed that, until ownership of theGoods passes to the Customer in accordance with clause 12.1:(a)   the Customer is only a bailee of the Goods and must return the Goods to Novaproductson request;(b)   the Customer holds the benefit of the Customer’s insurance of the Goodson trust for Novaproducts and must pay to Novaproducts the proceeds of anyinsurance in the event of the Goods being lost, damaged or destroyed;(c)   the Customer must not sell, dispose, or otherwise part with possessionof the Goods other than in the ordinary course of business and for marketvalue. If the Customer sells, disposes or parts with possession of the Goodsthen the Customer must hold the proceeds of any such act on trust for Novaproductsand must pay or deliver the proceeds to Novaproducts on demand;(d)   the Customer should not convert or process the Goods or intermix themwith other goods but if the Customer does so then the Customer holds theresulting product on trust for the benefit of Novaproducts and must sell,dispose of or return the resulting product to Novaproducts as it so directs;(e)   the Customer irrevocably authorises Novaproducts to enter any premiseswhere Novaproducts believes the Goods are kept and recover possession of theGoods;(f)    Novaproducts may recover possession of any Goods in transit whether ornot Delivery has occurred;(g)   the Customer shall not charge or grant an encumbrance over the Goods norgrant nor otherwise give away any interest in the Goods while they remain theproperty of Novaproducts;(h)   Novaproducts may commence proceedings to recover the Price of the Goodssold notwithstanding that ownership of the Goods has not passed to the Customer. 13.           Personal Property Securities Act 2009 (“PPSA”)13.1        In this clause financingstatement, financing change statement, security agreement, and securityinterest has the meaning given to it by the PPSA.13.2        Upon assenting to these terms and conditions in writingthe Customer acknowledges and agrees that these terms and conditions constitutea security agreement for the purposes of the PPSA and creates a securityinterest in all Goods and/or collateral (account) – being a monetary obligationof the Customer to Novaproducts for Services – that have previously beensupplied and that will be supplied in the future by Novaproducts to the Customer.13.3        The Customer undertakes to:(a)   promptly sign any further documents and/or provide any furtherinformation (such information to be complete, accurate and up-to-date in allrespects) which Novaproducts may reasonably require to;(i)     register a financing statement or financing change statement in relationto a security interest on the Personal Property Securities Register; (ii)    register any other document required to be registered by the PPSA; or(iii)   correct a defect in a statement referred to in clause 13.3(a)(i) or 13.3(a)(ii);(b)   indemnify, and upon demand reimburse, Novaproducts for all expensesincurred in registering a financing statement or financing change statement onthe Personal Property Securities Register established by the PPSA or releasingany Goods charged thereby;(c)   not register a financing change statement in respect of a securityinterest without the prior written consent of Novaproducts;(d)   not register, or permit to be registered, a financing statement or afinancing change statement in relation to the Goods and/or collateral (account)in favour of a third party without the prior written consent of Novaproducts;(e)   immediately advise Novaproducts of any material change in its businesspractices of selling the Goods which would result in a change in the nature ofproceeds derived from such sales.13.4        Novaproducts and the Customer agree that sections96, 115 and 125 of the PPSA do not apply to the security agreement created bythese terms and conditions.13.5        The Customer waives their rights to receive noticesunder sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.13.6        The Customer waives their rights as a grantorand/or a debtor under sections 142 and 143 of the PPSA.13.7        Unless otherwise agreed to in writing by Novaproducts,the Customer waives their right to receive a verification statement inaccordance with section 157 of the PPSA.13.8        The Customer must unconditionally ratify anyactions taken by Novaproducts under clauses 13.3 to 13.5.13.9        Subject to any express provisions to the contrary(including those contained in this clause 13), nothing in these terms and conditions isintended to have the effect of contracting out of any of the provisions of thePPSA.  14.           Security and Charge14.1        In consideration of Novaproducts agreeing to supplythe Goods, the Customer charges all of its rights, title and interest (whetherjoint or several) in any land, realty or other assets capable of being charged,owned by the Customer either now or in the future, to secure the performance bythe Customer of its obligations under these terms and conditions (including,but not limited to, the payment of any money). 14.2        The Customer indemnifies Novaproducts from andagainst all Novaproducts’ costs and disbursements including legal costs on asolicitor and own client basis incurred in exercising Novaproducts’ rightsunder this clause.14.3        The Customer irrevocably appoints Novaproducts andeach director of Novaproducts as the Customer’s true and lawful attorney/s toperform all necessary acts to give effect to the provisions of this clause 14 including, but not limited to, signing anydocument on the Customer’s behalf. 15.           Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)15.1        The Customer must inspect the Goods on Delivery andmust within seven (7) days of Delivery notify Novaproducts in writing of anyevident defect/damage, shortage in quantity, or failure to comply with thedescription or quote. The Customer must notify any other alleged defectin the Goods as soon as reasonably possible after any such defect becomesevident. Upon such notification the Customer must allow Novaproducts to inspectthe Goods.15.2        Under applicable State, Territory and CommonwealthLaw (including, without limitation the CCA), certain statutory implied guaranteesand warranties (including, without limitation the statutory guarantees underthe CCA) may be implied into these terms and conditions (Non-Excluded Guarantees). 15.3        Novaproducts acknowledges that nothing in theseterms and conditions purports to modify or exclude the Non-Excluded Guarantees.15.4        Except as expressly set out in these terms andconditions or in respect of the Non-Excluded Guarantees, Novaproducts makes nowarranties or other representations under these terms and conditions includingbut not limited to the quality or suitability of the Goods. Novaproducts’liability in respect of these warranties is limited to the fullest extentpermitted by law. 15.5        If the Customer is a consumer within the meaning ofthe CCA, Novaproducts’ liability is limited to the extent permitted by section64A of Schedule 2.15.6        If Novaproducts is required to replace the Goodsunder this clause or the CCA, but is unable to do so, Novaproducts may refundany money the Customer has paid for the Goods.15.7        If the Customer is not a consumer within themeaning of the CCA, Novaproducts’ liability for any defect or damage in theGoods is:(a)   limited to the value of any express warranty or warranty card providedto the Customer by Novaproducts at Novaproducts’ sole discretion;(b)   limited to any warranty to which Novaproducts is entitled, if Novaproductsdid not manufacture the Goods;(c)   otherwise negated absolutely. 15.8        Subject to this clause 15, returns will only be accepted provided that:(a)   the Customer has complied with the provisions of clause 15.1;and(b)   Novaproducts has agreed that the Goods are defective; and(c)   the Goods are returned within a reasonable time at the Customer’s cost(if that cost is not significant); and(d)   the Goods are returned in as close a condition to that in which theywere delivered as is possible.15.9        Notwithstanding clauses 15.1 to 15.8 butsubject to the CCA, Novaproducts shall not be liable for any defect or damagewhich may be caused or partly caused by or arise as a result of:(a)   the Customer failing to properly maintain or store any Goods; (b)   the Customer using the Goods for any purpose other than that for whichthey were designed; (c)   the Customer continuing the use of any Goods after any defect becameapparent or should have become apparent to a reasonably prudent operator oruser; (d)   the Customer failing to follow any instructions or guidelines providedby Novaproducts;(e)   fair wear and tear, any accident, or act of God.15.10      The Customer acknowledges and accepts that no temporary replacementcosts are allowed for during a warranty claim assessment by Novaproducts.Furthermore, Novaproducts does not allow for removal or consequential costsallowed for in replacement products.15.11     In the case of second hand Goods, unless the Customeris a consumer under the CCA, the Customer acknowledges that it has had fullopportunity to inspect the second hand Goods prior to Delivery and accepts themwith all faults and that to the extent permitted by law no warranty is given byNovaproducts as to the quality or suitability for any purpose and any impliedwarranty, statutory or otherwise, is expressly excluded. The Customeracknowledges and agrees that Novaproducts has agreed to provide the Customerwith the second hand Goods and calculated the Price of the second hand Goods inreliance of this clause 15.11.15.12      Novaproducts may in its absolute discretion accept non-defective Goodsfor return in which case Novaproducts mayrequire the Customer to pay handling fees of upto thirty percent (30%) of the value of the returned Goods plus any freightcosts.15.13      Subject to clause 15.1,customised, or non-stocklist items or Goods made or ordered to the Customer’sspecifications are not acceptable for credit or return. 16.           Intellectual Property16.1        Where Novaproducts has designed, drawn or developedGoods for the Customer, then the copyright in any designs and drawings anddocuments shall remain the property of Novaproducts. Under no circumstances maysuch designs, drawings and documents be used without the express writtenapproval of Novaproducts.16.2        The Customer agrees that Novaproducts may (at nocost) use for the purposes of marketing or entry into any competition, anydocuments, designs, drawings or Goods which Novaproducts has created for the Customer. 17.           Default and Consequences of Default17.1        Interest on overdue invoices shall accrue dailyfrom the date when payment becomes due, until the date of payment, at a rate oftwo and a half percent (2.5%) per calendar month (and at Novaproducts’ solediscretion such interest shall compound monthly at such a rate) after as wellas before any judgment.17.2        If the Customer owes Novaproducts any money the Customershall indemnify Novaproducts from and against all costs and disbursementsincurred by Novaproducts in recovering the debt (including but not limited tointernal administration fees, legal costs on a solicitor and own client basis, Novaproducts’contract default fee, and bank dishonour fees).17.3        Further to any other rights or remedies Novaproductsmay have under this contract, if a Customer has made payment to Novaproducts,and the transaction is subsequently reversed, the Customer shall be liable forthe amount of the reversed transaction, in addition to any further costsincurred by Novaproducts under this clause 17where it can be proven that such reversal is found to be illegal, fraudulent orin contravention to the Customer’s obligations under this contract.17.4        Without prejudice to Novaproducts’ other remediesat law Novaproducts shall be entitled to cancel all or any part of any order ofthe Customer which remains unfulfilled and all amounts owing to Novaproductsshall, whether or not due for payment, become immediately payable if:(a)   any money payable to Novaproducts becomes overdue, or in Novaproducts’opinion the Customer will be unable to make a payment when it falls due; (b)   the Customer has exceeded any applicable credit limit provided by Novaproducts;(c)   the Customer becomes insolvent, convenes a meeting with its creditors orproposes or enters into an arrangement with creditors, or makes an assignmentfor the benefit of its creditors; or(d)   a receiver, manager, liquidator (provisional or otherwise) or similarperson is appointed in respect of the Customer or any asset of the Customer.  18.           Cancellation18.1        Without prejudice to any other remedies Novaproductsmay have, if at any time the Customer is in breach of any obligation (includingthose relating to payment) under these terms and conditions Novaproducts maysuspend or terminate the supply of Goods to the Customer. Novaproducts will notbe liable to the Customer for any loss or damage the Customer suffers because Novaproductshas exercised its rights under this clause.18.2        Novaproducts may cancel any contract to which theseterms and conditions apply or cancel Delivery of Goods at any time before theGoods are delivered by giving written notice to the Customer. On giving suchnotice Novaproducts shall repay to the Customer any money paid by the Customerfor the Goods. Novaproducts shall not be liable for any loss or damagewhatsoever arising from such cancellation.18.3        In the event that the Customer cancels Delivery ofGoods the Customer shall be liable for any and all loss incurred (whetherdirect or indirect) by Novaproducts as a direct result of the cancellation(including, but not limited to, any loss of profits). Any costs incurred byNovaproducts due to cancellation initiated by the Customer will be deductedfrom any money paid.18.4        Cancellation of orders for Goods made to the Customer’sspecifications, or for non-stocklist items, will definitely not be acceptedonce production has commenced, or an order has been placed. 19.           Privacy Policy19.1        Allemails, documents, images or other recorded information held or used byNovaproducts is Personal Information, as defined and referred to in clause 19.3, and thereforeconsidered Confidential Information. Novaproducts acknowledges its obligationin relation to the handling, use, disclosure and processing of Personal Information pursuant to thePrivacy Act 1988 (“the Act”) including the Part IIIC of the Act being PrivacyAmendment (Notifiable Data Breaches) Act 2017 (NDB) and any statutoryrequirements, where relevant in a European Economic Area (“EEA”), under the EUData Privacy Laws (including the General Data Protection Regulation “GDPR”)(collectively, “EU Data Privacy Laws”). Novaproducts acknowledges that in theevent it becomes aware of any data breaches and/or disclosure of the CustomersPersonal Information, held by Novaproducts that may result in serious harm tothe Customer, Novaproducts will notify the Customer in accordance with the Actand/or the GDPR. Any release of such Personal Information must be in accordancewith the Act and the GDPR (where relevant) and must be approved by the Customerby written consent, unless subject to an operation of law.19.2        Notwithstandingclause 19.1, privacylimitations will extend to Novaproducts in respect of Cookies wheretransactions for purchases/orders transpire directly from Novaproducts’swebsite. Novaproducts agrees to display reference to such Cookies and/orsimilar tracking technologies, such as pixels and web beacons (if applicable),such technology allows the collection of Personal Information such as theCustomer’s:(a)   IP address, browser,email client type and other similar details;(b)   tracking websiteusage and traffic; and(c)   reports areavailable to Novaproducts when Novaproducts sends an email to the Customer, soNovaproducts may collect and review that information (“collectively PersonalInformation”)In order to enable / disablethe collection of Personal Information by way of Cookies, the Customer shall have the right to enable /disable the Cookies first by selecting the option to enable / disable, providedon the website prior to proceeding with a purchase/order via Novaproducts’s website.19.3        The Customer agrees for Novaproducts to obtain froma credit reporting body (CRB) a credit report containing personal creditinformation (e.g. name, address, D.O.B, occupation, driver’s license details,electronic contact (email, Facebook or Twitter details), medical insurancedetails or next of kin and other contact information (where applicable),previous credit applications, credit history) about the Customer in relation tocredit provided by Novaproducts. 19.4        The Customer agrees that Novaproducts may exchangeinformation about the Customer with those credit providers and with relatedbody corporates for the following purposes:(a)   to assess an application by the Customer; and/or(b)   to notify other credit providers of a default by the Customer; and/or(c)   to exchange information with other credit providers as to the status ofthis credit account, where the Customer is in default with other creditproviders; and/or(d)   to assess the creditworthiness of the Customer including the Customer’s repaymenthistory in the preceding two (2) years.19.5        The Customer consents to Novaproducts being given aconsumer credit report to collect overdue payment on commercial credit.19.6        The Customer agrees that personal creditinformation provided may be used and retained by Novaproducts for the followingpurposes (and for other agreed purposes or required by):(a)   the provision of Goods; and/or(b)   analysing, verifying and/or checking the Customer’s credit, paymentand/or status in relation to the provision of Goods; and/or(c)   processing of any payment instructions, direct debit facilities and/orcredit facilities requested by the Customer; and/or(d)   enabling the collection of amounts outstanding in relation to the Goods.19.7        Novaproducts may give information about theCustomer to a CRB for the following purposes:(a)   to obtain a consumer credit report; (b)   allow the CRB to create or maintain a credit information file about theCustomer including credit history.19.8        The information given to the CRB may include:(a)   Personal Information as outlined in 19.3above;(b)   name of the credit provider and that Novaproducts is a current creditprovider to the Customer;(c)   whether the credit provider is a licensee;(d)   type of consumer credit;(e)   details concerning the Customer’s application for credit or commercialcredit (e.g. date of commencement/termination of the credit account and theamount requested);(f)    advice of consumer credit defaults, overdue accounts, loan repayments oroutstanding monies which are overdue by more than sixty (60) days and for whichwritten notice for request of payment has been made and debt recovery actioncommenced or alternatively that the Customer no longer has any overdue accountsand Novaproducts has been paid or otherwise discharged and all details surroundingthat discharge (e.g. dates of payments);(g)   information that, in the opinion of Novaproducts, the Customer hascommitted a serious credit infringement;(h)   advice that the amount of the Customer’s overdue payment is equal to ormore than one hundred and fifty dollars ($150).19.9        The Customer shall have the right to request (bye-mail) from Novaproducts:(a)   a copy of the Personal Information about the Customer retained byNovaproducts and the right to request that Novaproducts correct any incorrectPersonal Information; and(b)   that Novaproducts does not disclose any Personal Information about theCustomer for the purpose of direct marketing.19.10      Novaproducts will destroy Personal Information upon the Customer’srequest (by e-mail) or if it is no longer required unless it is required inorder to fulfil the obligations of this Contract or is required to bemaintained and/or stored in accordance with the law. 19.11      The Customer can make a privacy complaint by contacting Novaproducts via e-mail. Novaproductswill respond to that complaint within seven (7) days of receipt and will takeall reasonable steps to make a decision as to the complaint within thirty (30)days of receipt of the complaint. In the event that the Customer is notsatisfied with the resolution provided, the Customer can make a complaint tothe Information Commissioner at www.oaic.gov.au. 20.           Construction Contracts Act 200420.1        At Novaproducts’ sole discretion, if there are anydisputes or claims for unpaid Goods and/or Services then the provisions of theConstruction Contracts Act 2004 may apply.20.2        Nothing in this contract is intended to have theeffect of contracting out of any provisions of the Construction Contracts Act2004 of Western Australia, except to the extent permitted by the Act whereapplicable. 21.           Service of Notices21.1        Any written notice given under this contract shallbe deemed to have been given and received:(a)   by handing the notice to the other party, in person;(b)   by leaving it at the address of the other party as stated in thiscontract;(c)   by sending it by registered post to the address of the other party asstated in this contract;(d)   if sent by email to the other party’s last known email address.21.2        Any notice that is posted shall be deemed to havebeen served, unless the contrary is shown, at the time when by the ordinarycourse of post, the notice would have been delivered. 22.           Trusts22.1        If the Customer at any time upon or subsequent toentering in to the contract is acting in the capacity of trustee of any trust (“Trust”)then whether or not Novaproducts may have notice of the Trust, the Customercovenants with Novaproducts as follows:(a)   the contract extends to all rights of indemnity which the Customer nowor subsequently may have against the Trust and the trust fund;(b)   the Customer has full and complete power and authority under the Trustto enter into the contract and the provisions of the Trust do not purport toexclude or take away the right of indemnity of the Customer against the Trustor the trust fund. The Customer will not release the right of indemnity orcommit any breach of trust or be a party to any other action which might prejudicethat right of indemnity;(c)   the Customer will not without consent in writing of Novaproducts (Novaproductswill not unreasonably withhold consent), cause, permit, or suffer to happen anyof the following events:(i)     the removal,replacement or retirement of the Customer as trustee of the Trust;(ii)    any alteration toor variation of the terms of the Trust;(iii)   any advancement ordistribution of capital of the Trust; or(iv)  any resettlement ofthe trust property. 23.           General23.1        The failure by either party to enforce anyprovision of these terms and conditions shall not be treated as a waiver ofthat provision, nor shall it affect that party’s right to subsequently enforcethat provision. If any provision of these terms and conditions shall beinvalid, void, illegal or unenforceable the validity, existence, legality andenforceability of the remaining provisions shall not be affected, prejudiced orimpaired.23.2        Theseterms and conditions and any contract to which they apply shall be governed by the laws of Western Australia, the state in which Novaproducts has itsprincipal place of business, and are subject to the jurisdiction of the courts of Western Australia.23.3        Subject to clause 15, Novaproducts shall be under no liability whatsoever to the Customer forany indirect and/or consequential loss and/or expense (including loss ofprofit) suffered by the Customer arising out of a breach by Novaproducts ofthese terms and conditions (alternatively Novaproducts’ liability shall belimited to damages which under no circumstances shall exceed the Price of theGoods).23.4        Novaproductsmay licence and/or assign all or any part of its rights and/or obligationsunder this contract without the Customer’s consent.23.5        TheCustomer cannot licence or assign without the written approval of Novaproducts.23.6        Novaproductsmay elect to subcontract out any part of the Services but shall not be relievedfrom any liability or obligation under this contract by so doing. Furthermore,the Customer agrees and understands that they have no authority to give anyinstruction to any of Novaproducts’ sub-contractors without the authority of Novaproducts.23.7        The Customer agrees that Novaproducts may amendthese terms and conditions by notifying the Customerin writing. These changes shall bedeemed to take effect from the date on which the Customer acceptssuch changes, or otherwise at suchtime as the Customer makes a further request for Novaproducts toprovide Goods to the Customer. 23.8        Neither party shall be liable for any default dueto any act of God, war, terrorism, strike, lock-out, industrial action, fire,flood, storm or other event beyond the reasonable control of either party.23.9        Both parties warrant that they have thepower to enter into this contract and have obtained all necessaryauthorisations to allow them to do so, they are not insolvent and that this contract creates binding and valid legalobligations on them.