Terms and Conditions - Complete Height Safety Systems

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Complete Height Safety Systems Terms and Conditions

1. Definitions

1.1 “ACL” shall mean The Australian Consumer Law, set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of State Fair Trading legislation.

1.2 “Australian Privacy Principals”, “Credit Information”, “Personal Information” and “Sensitive Information” shall each have the meaning prescribed to them in the Privacy Act 1988 (Cth).

1.3 “Business Day” means Monday to Friday (both inclusive) except for statutory and public holidays.

1.4 “Client” shall mean a Client of Complete Height Safety Systems who either has a valid Credit Account or who otherwise wishes to procure Goods and/or Services from Complete Height Safety Systems.

1.5 “Consequential Loss” means any loss, damage or costs incurred by a party or any other person that is indirect or consequential, as well as loss of revenue; loss of income; loss of business; loss of profits; loss of production; loss of or damage to goodwill or credit; loss of business reputation, future reputation or publicity; loss of use; loss of interest; losses arising from claims by third parties; loss of or damage to credit rating; loss of anticipated savings and/or loss or denial of opportunity.

1.6 “Consumer” shall have the meaning prescribed to it in the ACL.

1.7 “Consumer Guarantee” has the meaning given to it in the ACL.

1.8 “Contract” shall mean a contract formed under clause 3.5 between Complete Height Safety Systems and the Client for the provision of specified Goods and/or Services which will incorporate these Terms.

1.9 “Credit Account” means a credit account established by Complete Height Safety Systems for the Client.

1.10 “Credit Limit” means the amount of credit that the Client is approved for under its Credit Account.

1.11 “Force Majeure Event” shall mean a circumstance which is beyond the reasonable control of the effected party.

1.12 “Guarantee” shall mean a deed of personal guarantee, indemnity and charge entered into by the Guarantor as part of a Client’s application for a Credit Account.

1.13 “Guarantor” shall mean that person (or persons), who agrees to be liable for the debts of the Client on a principal debtor basis under a Guarantee.

1.14 “Goods” shall mean all Goods supplied by Complete Height Safety Systems to the Client (and within the context shall include any provision of Services as defined below), as described in a Contract.

1.15 “Loss” means any losses, liabilities, damages, costs, interest, charges, fines, penalties or expenses (including lawyer’s fees and expenses on a full indemnity basis).

1.16 “Non-Excludable Rights” has meaning given in clause 2.1.

1.17 “Price” shall mean the Price payable for the Goods and/or Services, as agreed in the Contract, and in accordance with clause 4 below.

1.18 “PPSA” shall mean the Personal Property Securities Act 2009 (Cth).

1.19 “Proceeds”, “Purchase Money Security Interest”, “Register”, “Registration”, “Security Agreement”, “Security Interest” and “Verification Statement” shall each have the meaning prescribed to them in the PPSA.

1.20 “Quote” means an offer made by Complete Height Safety Systems to supply Goods and/or Services to the Client.

1.21 “Request for Supply” shall mean a purchase order or other request made by the Client in writing or otherwise to Complete Height Safety Systems requesting the supply of Goods and/or Services.

1.22 “Complete Height Safety Systems” shall mean Complete Finish Pty Ltd (ABN 59 097 654 905), and its successors and assignors.

1.23 “Services” shall mean all Services provided by Complete Height Safety Systems to the Client (and within the context shall include any provision of Goods as defined above), as described in a Contract, and includes any advice or recommendations.

1.24 “Terms” shall mean the Complete Height Safety Systems Terms and Conditions of Trade constituted by clauses 1 to 19 herein.

1.25 “Warranty Document” shall mean any document referred to in any Contract or otherwise provided to the Client with the Goods and/or Services in Complete Height Safety Systems gives a warranty in relation to the Goods and/or Services.

2. ACL and Warranties

2.1 The ACL provides Consumers with a number of Consumer Guarantees that cannot be excluded or limited. The limitations of liability set out in these Terms are therefore subject to and will not apply to the extent that they limit or exclude, such Consumer Guarantees or any other rights the Client may have under law (Non-Excludable Rights).

2.2 Subject to clauses 2.1 above, Complete Height Safety Systems liability for any Loss suffered or incurred by the Client, howsoever caused, which arises out of or in connection with the supply of the Goods or Services under the Contract:

(a) in the case of Goods, is limited to:

(i) the replacement of the Goods or the supply of equivalent goods; or

(ii) the payment of the cost of replacing the Goods or of acquiring equivalent goods; and

(b) in the case of Goods, is limited to:

(i) the supplying of the Services again; or

(ii) the payment of the cost of having the Services supplied again; and

(c) in any other case, is excluded such that Complete Height Safety Systems shall not be liable to the Client, except to the extent that the Loss suffered or incurred by the Client was caused by an act or omission of Complete Height Safety Systems.

2.3 Complete Height Safety Systems liability in respect of a breach of or a failure to comply with an applicable Consumer Guarantee will not be limited in the way set out in clause 2.2 above if:

(a) the Goods or the Services supplied are goods or services “of a kind ordinarily acquired for personal, domestic or household use or consumption”, as that expression is used in section 64A of the ACL;

(b) it is not “fair or reasonable” for Complete Height Safety Systems to rely on such limitation in accordance with section 64A(3) of the ACL; or

2.4 Except only for those rights and remedies that the Client has in respect of the Goods and/or Services under the ACL which cannot be lawfully excluded, restricted or modified:

(a) neither party will be liable for Consequential Loss;

(b) all conditions, warranties and implied terms, whether statutory or otherwise, are excluded in relation to the Goods
and/or Services; and

(c) each party’s liability for any Loss which the other party suffers, incurs or is liable for in connection with supply of the Goods and Services under the Contract is limited to the Price paid or payable for those Goods or Services, except in connection with death, personal injury, illness, property damage and fraud.

3. Acceptance

3.1 Once a client has established a Credit Account with Complete Height Safety Systems, any supply by Complete Height Safety Systems of Goods and/or Services will be subject to these Terms. Further, these Terms are expressly incorporated into each and every Contract, quotation, work order or any other document governing the provision of the Goods and/or Services from Complete Height Safety Systems to the Client.

3.2 Where the client wishes to engage Complete Height Safety Systems to provide a supply it may either request a Quote from Complete Height Safety Systems or issue a request for supply.

3.3 If Complete Height Safety Systems issues a Quote, the Client will have 30 days from the date of the Quote to issue a corresponding Request for Supply before the Quote will lapse.

3.4 Once Complete Height Safety Systems receives a Request for Supply it may:

(a) inform the Client that it accepts the Request for Supply;

(b) inform the Client that it rejects the Request for Supply; or

3.5 Both a Request for Supply accepted by Complete Height Safety Systems under clause 3.4(a) and an agreed position the parties have reached under clause 3.4(c) will be Contracts.

3.6 Each Contract shall be binding and supersede any prior agreements or undertakings made between Complete Height Safety Systems and the Client in respect of the supply of Goods and/or Services covered by the Contract.

3.7 Subject to clauses 4.2 and 19.5, each Contract can only be varied by written agreement between the parties.

3.8 Goods and/or Services are supplied by Complete Height Safety Systems solely on the basis of the terms contained in the Contract, to the exclusion of anything stated to the contrary in any of the Client’s documents, notwithstanding if the terms thereof purport to override these Terms or the Contract.

3.9 Where more than one Client has entered into the Contract, each Client shall be jointly and severally liable for all payments of the Price.

3.10 The Client must provide Complete Height Safety Systems not less than fourteen (14) days prior written notice of:

(a) any proposed change of ownership or directorship of the Client;

(b) any change in the Client’s name (including legal or business name); and/or

(c) any change in the Client’s contact details (including but not limited to business practice, address, email address or telephone number).

3.11 The Client must provide Complete Height Safety Systems not less than fourteen (14) days prior written notice of:

4. Price and payment

4.1 The Price shall be as set out in any price list provided by Complete Height Safety Systems to the Client (as updated from time to time) or as otherwise agreed between the parties in the Contract.

4.2 Where either Complete Height Safety Systems or the Client (Varying Party) wishes to vary the scope of works or specifications for the Goods and/or Services after a Contract has been formed, the Varying Party must provide notice to the other party setting out the details of the requested variation including:

(a) the reasons for the variation; and

(b) if the Varying Party is Complete Height Safety Systems, the impact the variation will have on the Price.

4.3 A variation to a Contract will only become binding once both parties have agreed. If the variation cannot be agreed between the parties and:

(a) the variation was requested due to safety concerns, either party may terminate the Contract; or

(b) the variation was requested for any reason other than safety concerns, the original Contract will continue.

4.4 Unless expressed otherwise the Price will be exclusive of Goods and Services Tax (GST). Subject to clause 7.3 all other applicable taxes, duties and surcharges etc shall be as set out in the Contract.

4.5 A non-refundable deposit may be required from the Client as set out in the Contract.

4.6 If the Client has a Credit Account, payment of the Price must be made within 30 days of the end of the month in which a tax invoice is dated. Otherwise payment will be required:

(a) in full on delivery of the Goods; or

(b) in full before delivery of the Goods; or

4.7 Time of payment for the Goods shall be of the essence.

4.8 Payment shall be made by (at the Client’s option) cash, Client’s or Bank cheque, direct credit or credit card (plus a surcharge of up to three percent (3.5%) of the Price), or as otherwise agreed in the Contract.

4.9 The Client must pay each invoice in accordance with the Contract except where it raises a dispute in respect of such invoice, in which case clause 18 will apply to the disputed amount and the Client will be required to pay the undisputed amount.

4.10 The Client shall not be entitled to set off against or deduct from the Price, any sums owed or claimed to be owed to the Client by Complete Height Safety Systems without prior written consent from Complete Height Safety Systems, nor to withhold payment of any amounts on an invoice that are not disputed by the Client in accordance with clause 4.10.

5. Building and Construction Industry Security of Payments Act 1999

5.1 Should any disputes or claims for unpaid Goods and/or Services arise, the provisions of the Building and Construction Industry Security of Payments Act 1999 (the Act) may apply.

5.2 Nothing in the Contract is intended to have the effect of contracting out of any applicable provisions of the said Act, except where applicable and to the extent permitted by the Act.

6. Credit Account

6.1 This clause 6 applies to any Client that has a Credit Account with Complete Height Safety Systems.

6.2 The Client agrees that the Credit Limit is a maximum limit, and the Client is required to ensure that the aggregate amount of all outstanding invoices issued by Complete Height Safety Systems to the Client is less than the Credit Limit. If the aggregate amount of all outstanding invoices reaches (or, with the further supply of Goods and/or Services would reach) the Credit Limit, then any Goods and/or Services that are to be supplied to the Client by Complete Height Safety Systems will only be provided on a prepayment basis.

6.3 The Client may apply to increase or reduce the Credit Limit at any time in writing. Complete Height Safety Systems may agree or refuse to increase the Credit Limit in its discretion and, if it agrees, on such conditions as Complete Height Safety Systems reasonably requires. Complete Height Safety Systems may reject an application to reduce the Credit Limit if the requested Credit Limit is less that the aggregate amount payable by the Client under outstanding invoices issued by Complete Height Safety Systems to the Client.

6.4 The credit granted to the Client may be reduced, suspended until further notice, or terminated at any time by Complete Height Safety Systems by written notice to the Client, where Complete Height Safety Systems determines, acting reasonably, that the ongoing provision of credit to the Client presents a credit risk to Complete Height Safety Systems. If credit is terminated, all money already payable by the Client to Complete Height Safety Systems remains payable in accordance with the Credit Account but any new purchases will be on a prepayment basis.

6.5 If any invoice issued by Complete Height Safety Systems to the Client is overdue, Complete Height Safety Systems may refuse to supply Goods and/or Services on credit until no such invoices are overdue.

6.6 Complete Height Safety Systems may suspend supply of the Goods and/or Services to the Client at any time if Complete Height Safety Systems believes, acting reasonably, that the Client is unable or unwilling to pay an amount to Complete Height Safety Systems when due.

6.7 The Client agrees to notify Complete Height Safety Systems in writing as soon as practicable and in any event within 3 Business Days of the occurrence of:

(a) a change in the legal status, ownership, or control of the Client;

(b) a change in the directors (if it is a company or other body corporate) or partners (if it is a partnership) of the Client;

(c) the appointment of a liquidator, administrator or receiver, or the liquidation, administration, arrangement, receivership, or bankruptcy of the Client; or

(d) any step being taken to sell an asset or assets of the Client with a value of 20% or more of the gross assets of the Client, or sell, transfer, encumber or otherwise dispose of 20% or more of the shares (if it is a company or other body corporate) of the Client. On the occurrence of such an event, Complete Height Safety Systems may reduce, suspend until further notice, or terminate the provision of credit to the Client and/or may require the Client to make a new application for credit.

7. Delivery of Goods

7.1 Delivery of the Goods shall be deemed to have taken place when either:

(a) the Client takes possession of the Goods at Complete Height Safety Systems address;

(b) the Client takes possession of the Goods at the Client’s nominated address (in the event that the Goods are delivered by Complete Height Safety Systems or its nominated carrier); or

(c) the Client’s nominated carrier takes possession of the Goods (in which event the carrier shall be deemed to be the Client’s agent).

7.2 The costs of delivery shall be in addition to the Price of the Goods and (subject to clause 7.3) the cost of delivery will be
as set out in the Contract.

7.3 Where the supply of the Goods involves costs that cannot not be accurately predicted at the time the Contract is made, including but not limited to:

( a) increased costs for remote or rural delivery; or

(b) specific delivery equipment requirements such as crane trucks,

Complete Height Safety Systems shall be entitled to separately invoice the Client for these additional costs, subject to the provision of evidence to the Client substantiating the costs. Any costs invoiced in accordance with this clause must be paid by the Client in accordance with clause 4.

7.4 The Client shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. If the Client is unable to take delivery of the Goods as arranged, then Complete Height Safety Systems shall be entitled to charge a reasonable fee reflecting Complete Height Safety Systems direct and reasonable costs for demurrage and/or re-delivery except where the failure to take delivery was caused or contributed to by Complete Height Safety Systems.

7.5 Delivery of the Goods to a third party nominated by the Client, shall be deemed to be delivery to the Client for the purposes of the Contract.

7.6 Complete Height Safety Systems may, acting reasonably, deliver the Goods in separate instalments, in which case each consignment shall be invoiced for payment by the Client, in accordance with the provisions of these Terms.

8. Title and Risk

8.1 Risk in the Goods will pass to the Client when delivery occurs under clause 7.1. Ownership of and title to the Goods remains with Complete Height Safety Systems until the Client has paid Complete Height Safety Systems in full the Price for such Goods.

8.2 Until ownership of and title to the Goods passes to the Client the Client will not, without Complete Height Safety Systems consent:

(a) make any alterations to the Goods or do or allow anything to happen to the Goods that might contribute to the deterioration in their value or otherwise adversely affect the interests of Complete Height Safety Systems;

(b) sell or dispose of the Goods except in the ordinary course of its business; and/or

8.3 The Client will keep proper stock records and records of account with respect to the purchase, receipt, sale of, and other dealings with the Goods.

8.4 Until ownership and title to the Goods passes to the Client the Goods shall be kept separate and identifiable by the Client.

8.5 If the Client supplies the Goods to any person before ownership of and title to the Goods passes to it, whether or not with Complete Height Safety Systems consent, the Client holds the proceeds of the resupply of the Goods on trust for Complete Height Safety Systems and will pay the proceeds of sale to Complete Height Safety Systems if the Client otherwise defaults on payment to Complete Height Safety Systems under the Contract.

8.6 If the Client breaches clause 8.2(a), Complete Height Safety Systems may (acting reasonably) enter upon the Client’s premises, or any other site, to repossess the Goods, and the Client grants Complete Height Safety Systems an irrevocable licence to do so.

8.7 The Client shall acknowledge and accept that Complete Height Safety Systems shall not be liable for any loss or damage whatsoever to the extent that the loss or damage arises due to incorrect or defective installation of the Goods, by the Client or any third party.

8.8 Where the Goods or any part thereof are fitted to any structure, then it shall be the Client’s sole responsibility to ensure that the structure is capable of accepting such Goods and complies with the relevant loadings stipulated in the applicable Australian Standards, and the requirements mandated in the Federal and State Work Health and Safety regulations and codes

9. Defects

9.1 The Client shall inspect the Goods and/or Services on delivery. If the Client identifies a defect in the Goods and/or Services, the Client must notify Complete Height Safety Systems in writing within 5 Business Days of identifying the defect, setting out (in detail) the nature and extent of the defect (Defect Notice).

9.2 After issuing a Defect Notice the Client must preserve the Goods and/or any result of the Services in the state in which they were delivered for 10 Business Days and allow Complete Height Safety Systems access to inspect the Goods and/or any result of the Services within that period.

9.3 If after conducting the inspection under clause 9.2 Complete Height Safety Systems determines (acting reasonably) that the Client complied with clause 9.1 and the Goods and/or Services contained a defect, Complete Height Safety Systems will (at Complete Height Safety Systems election):

(a) refund any moneys paid by the Client in respect of the defective Goods and/or Services, noting that any defective Goods are to be returned to Complete Height Safety Systems by the Client at the Client’s cost;

(b) repair any defective Goods at no cost to the Client; or

9.4 The process set out in clauses 9.1 to 9.3 is in addition to, and will have no effect on, any rights or remedies that the Client may otherwise have under law including any rights the Client may have as a Consumer under clause 9.5.

9.5 This clause 9.5 applies where the Client is a Consumer in relation to any Contract. Our Goods and Services come with guarantees that cannot be excluded under the ACL. For major failures with the service, you are entitled:

(a) to cancel your service contract with us; and

(b) to a refund for the unused portion, or to compensation for its reduced value.

You are also entitled to choose a refund or replacement for major failures with Goods. If a failure with the Goods or a Service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time.

If this is not done, you are entitled to a refund for the Goods and to cancel the contract for the Service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the Goods or Service

10. Intellectual Property

10.1 Where Complete Height Safety Systems has designed, drawn or specified Goods for the Client, then the copyright in those designs and drawings, specifications and documents shall remain vested in Complete Height Safety Systems and shall only be used or adapted by the Client subject to Complete Height Safety Systems sole discretion.

10.2 The Client shall agree that Complete Height Safety Systems may use any such designs, drawings and specifications of Goods created by Complete Height Safety Systems, for advertising and marketing, reference and other related purposes.

12. PPSA

12.1 The Client acknowledges and agrees that:

(a) These Terms constitute a Security Agreement under the PPSA which creates a Security Interest in favour of Complete Height Safety Systems in the Goods and their Proceeds until the Price has been paid for in full;

(b) Complete Height Safety Systems may, without notice, register its Security Interest in the Goods and in their Proceeds as a Purchase Money Security Interest on the Register;

12.2 For the purposes of sections 115(1) and 115(7) of the PPSA, where the Goods are not used predominantly for personal, domestic or household purposes, Complete Height Safety Systems need not comply with sections 95, 118, 121(4), 125, 130, 132(3)(d) or 132(4) of the PPSA and sections 142 and 143 are excluded.

12.3 For the purposes of section 115(7) of the PPSA, Complete Height Safety Systems need not comply with sections 132 and 137(3).

12.4 To the extent the law permits, the Client waives its rights to receive any notice that is required by any provision of the PPSA (including a notice of Verification Statement) .

12.5 The Client undertakes to:

(a) promptly sign any further documents and/or provide any further information, complete, accurate and up to date in all respects, which Complete Height Safety Systems may reasonably require in order to register its Security Interest;

(b) reimburse Complete Height Safety Systems for direct and reasonable expenses incurred in registering its Security Interest, or releasing any Goods charged thereby; and

(c) immediately advise Complete Height Safety Systems of any material change in its business practices of selling the Goods, which would result in a change in the nature of Proceeds derived from such sales.

13. Security and Charge

13.1 This clause 13 applies to any Client that has a Credit Account with Complete Height Safety Systems but only where no Guarantee has been provided.

13.2 Where the Client is the owner of land, realty or any other asset capable of being charged, the Client shall agree to charge all of its joint and/or several interest in the said land, realty or any other asset to Complete Height Safety Systems or its nominee, for securing all amounts and other monetary obligations payable under these Terms.

13.3 The Client shall acknowledge and agree that Complete Height Safety Systems or its nominee shall be entitled to lodge a caveat over any property charged under 13.1 where:

(a) the Client has failed to pay any outstanding amount to Complete Height Safety Systems within 14 days of the due date for payment; or

(b) registering a caveat is in Complete Height Safety Systems reasonable opinion, a reasonable step to take to protect Complete Height Safety Systems legitimate business interests to secure the payment of amounts due and owing to Complete Height Safety Systems and is not otherwise unreasonable or disproportionate in the circumstances.

13.4 Any caveat registered under clause 13.2 shall be withdrawn once full payment of any outstanding amounts has been made.

13.5 The Client agrees to do all things reasonably requested by Complete Height Safety Systems (including executing documents) in order to assist Complete Height Safety Systems to register a caveat under clause 13.2.

14. Security and Charge

14.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment at a rate of two percent (2%) per calendar month. Such interest shall compound monthly at this rate subject to Complete Height Safety Systems sole discretion.

14.2 If any amount remains overdue after sixty (60) days, then a charge of ten percent (10%) of the amount overdue shall be levied to cover administration fees and become immediately due and payable up to a maximum of two hundred and fifty dollars ($250).

14.3 If the Client defaults in payment of any amount when due, the Client shall, in addition to the amounts owing under clause 14.1 and clause 14.2, reimburse Complete Height Safety Systems for all direct and reasonable costs and disbursements incurred by Complete Height Safety Systems in pursuing the debt, including legal costs on a solicitor and own client basis, and Complete Height Safety Systems collection agency costs.

14.4 In the event that the Client’s payment is dishonoured for any reason, the Client shall reimburse any resultant fees directly incurred by Complete Height Safety Systems.

14.5 Without prejudice to any other remedies available at law, if at any time either party is in breach of any obligations under the Contract or these Terms (including those relating to payment), and if the defaulting party fails to remedy such breach within 14 Business Days of receiving notice of the breach, or the breach is incapable of remedy, the non-defaulting party may suspend or terminate the Contract. Where a Contract is suspended under this clause, the suspension must end as soon as practicable after the corresponding breach has been remedied.

14.6 Without prejudice to any other remedies available at law, Complete Height Safety Systems shall be entitled to cancel all or any part of any Contract of the Client which remains unfulfilled if:

(a) the Client breaches clause 3.10(a);

(c) the Client has not informed Complete Height Safety Systems of any material information or any conflicts of interest that Complete Height Safety Systems would reasonably expect to be informed of because it would reasonably be expected to impact Complete Height Safety Systems decision to enter into a Contract with the Client;

(d) the Client becomes insolvent, convenes a meeting with its creditors, proposes and/or enters into an arrangement with its creditors, or makes an assignment for the benefit of its creditors; or

(e) a receiver or financial manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client, or any asset of the Client.

14.7 In addition to the rights provided to Complete Height Safety Systems under clause 14.6, where clause 14.6(d) or 14.6(e) apply, all amounts owing to Complete Height Safety Systems by the Client shall, whether or not due for payment, become immediately payable.

16. Confidentiality

16.1 Information supplied by a party to the other party is confidential except to the extent that it becomes public knowledge and will not be disclosed to a third party (excluding any professional advisors) without the written consent of the party who originally supplied the information, or as required by law.

17. Force Majeure

17.1 Neither party will be liable for any delay or failure in the performance of any obligation or the exercise of any right under these Terms or a Contract or for any loss or damage if such performance or exercise is prevented or hindered in whole or in part by reason of a Force Majeure Event.

17.2 Nothing in this clause excuses payment of any money due or which becomes due under these Terms or a Contract.

18. Dispute

18.1 If a dispute arises under these Terms or a Contract, the party claiming that a dispute has arisen must give notice to the other party specifying the nature of the dispute.

18.2 Once a notice is given in accordance with clause 18.1, the parties will attempt to negotiate a resolution in good faith.

18.3 If a dispute persists for more than 14 days, either party can refer the dispute to mediation before a mediator to be appointed by the Australian Commercial Disputes Centre. The costs of mediation will be shared by the parties equally.

18.4 Save for seeking urgent interlocutory or injunctive relief, neither party may issue court proceedings in relation to a dispute arising in connection with these Terms until resolution by mediation has been attempted.

19. General

19.1 These Terms and any Contract to which they apply, are governed by the laws of New South Wales and subject to the jurisdiction of the Courts of New South Wales.

19.2 If any provisions of these Terms are invalid or void, illegal or unenforceable, the validity and existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired in any way.

19.3 Nothing in these Terms is intended to exclude, restrict of modify any Non-Excludable Rights which the Client may have under the ACL or any other law.

19.4 If any provisions of these Terms are inconsistent with the PPSA, then the PPSA shall prevail to the extent of that inconsistency.

19.5 The Client agrees that Complete Height Safety Systems may review these Terms at any time and at its sole discretion. If following any such review there is any change to any provision, then that change will take effect 20 days from the date on which Complete Height Safety Systems notifies the Client in writing of the change. Any such changes shall only apply where Complete Height Safety Systems and/or Services to the Client (based on a request from a client made in accordance with this document) and shall not apply to any Contracts already on foot.

19.6 Failure by either party to enforce any provision of these Terms shall not be deemed a waiver of that provision, nor shall it affect either party’s subsequent right to enforce that provision.

19.7 Neither party shall be liable to the other party for any indirect and/or consequential damage, loss or expense, including loss of profits.