TERMS AND CONDITIONS OF SALE

1. INTERPRETATION
   “ACL” means the Australian Consumer Law set out in a Schedule to the Competition and Consumer Act 2010 (Cth);
   “Approved Credit Limit” has the meaning given to that term in Clause 4;
   “Consumer Guarantee” has the meaning given to that term in the Competition and Consumer Act 2010 (Cth);
   “Credit Application Form” means any form accepted by Pasco as an application for credit;
   “Customer” means the person or entity ordering the goods, as shown on the invoice, purchase order or other document evidencing an order for the goods;
   “GST” means the goods and services tax levied under the GST Act;
   “GST Act” means A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended;
   “Guarantor” means that person (or persons) or entity who agrees herein to be liable for the debts of the Customer on a principal debtor basis, as shown on the Credit Application Form;
   “Pasco” means Pasco Construction Solutions Pty Ltd (ACN 115 503 163) of 241 Ingles Street, Port Melbourne, Victoria, 3207; and/or Pasco Construction Solutions (NSW) Pty Ltd (ACN 612 991 867) 
   of Unit 4, 14 Tennyson Road, Gladesville NSW 2111 as relevant to the Products in question.
   “PPSA” means Personal Property Securities Act 2009 (Cth) as amended from time to time;
   “Product/s” means any and all product(s) and/or goods supplied by Pasco to the Customer;
   “Terms” means these Terms and Conditions of Sale, as amended from time to time by Pasco.
2. CONTRACT
   The Customer and Pasco agree that:
   (a)    the Products will be supplied in accordance with the Terms.  All other terms (whether comprised in an Order Form or otherwise) are excluded unless they are in writing and signed by or on behalf of Pasco; and
   (b)    the Terms will apply to all transactions entered into between the parties after the date hereof and whether or not such future transactions have been reduced to writing.
3. QUOTATIONS AND ORDERS
   (a)    Any quotation given by Pasco to the Customer is not an offer or obligation to sell but an invitation to treat only.  Pasco reserves the right to accept or reject any order it receives.
   (b)    A quotation is open for acceptance within the period stated in the quotation or within 30 days if no period is stated.
   (c)    Pasco is not obliged to supply the products or goods so ordered to the Customer.  Pasco reserves the right to refuse any order based on a quotation within 7 days after receiving the order.
   (d)    Prices quoted in any order apply to that order only and do not apply in any other circumstances.
   (e)    If the Customer defaults in the performance or observation of its obligations under the Terms, Pasco may cancel, suspend or vary the terms and conditions of any incomplete order that has been accepted by Pasco without notice to the Customer and without being liable to the Customer.
4.  CREDIT, PAYMENT AND PRICE
   (a)    CREDIT
   (i)    Pasco may, but is not obliged to, supply the Customer with goods on terms that do not require payment in full at the time of delivery.  If it does so, this clause applies.
   (ii)    Pasco will require the Customer to complete an Application for Credit Form, as a condition of extending credit.
   (iii)    Pasco may withdraw, suspend or vary the conditions of credit at any time, in its absolute discretion.  Pasco may set and vary credit limits for the Customer from time to time (the Approved Credit Limit).  Pasco may require the Customer to make a payment on or prior to delivery at any time.
   (iv)    The Customer warrants and acknowledges that:
   (1)    the Customer has read and understood the Application for Credit Form and the Terms;
   (2)    all information provided by the Customer to Pasco is true and correct in every particular;
   (3)    the Customer can pay its debts as and when they fall due;
   (v)    Pasco may require one or more persons to provide a Guarantee as security for obligations and payments due by the Customer to Pasco under the Terms, as a condition of extending credit and/or making supplies to the Customer.  If so required, the Customer must immediately procure and deliver executed Guarantee/s to Pasco.
   (vi)    Pasco may, at any time and in its absolute discretion (subject to the ACL) do any one or more of the following:
   (1)    reduce the time for payment;
   (2)    terminate any credit accommodation granted to the Customer;
   (3)    demand immediate repayment from the Customer of all amounts owing (whether or not a due date for payment has arrived or passed);
   (4)    impose interest and other charges in accordance with the Terms; 
   (5)    continue to supply the Customer on a cash on delivery basis.
   (b)    PAYMENT
   (i)    Where Clause 4(a) does not apply:
   (1)    if the Customer has an account, the Customer agrees that it will pay to Pasco in full the total purchase price stated in Pasco’s invoice within thirty (30) days of the end of the month in which the statement of account and/or invoice is received by the Customer; or
   (2)    if the Customer does not have an account, the Customer agrees that it will pay Pasco on a cash on delivery basis.
   A.    In the event that the invoice is posted by ordinary pre-paid post, the Customer will be deemed to have received the invoice two (2) clear days after the date of posting.
   B.    Pasco reserves the right to make part deliveries of any of the goods ordered by the Customer and each part delivery will entitle Pasco to invoice the Customer for the same whereupon payment will be made in accordance with the Terms.
   C.    Pasco reserves the right without explanation to place any account COD and/or refuse payment by personal cheque.  
   D.    If the Customer makes a payment by cheque, Pasco will be deemed not to have received payment in full for the goods until the cheque is cleared. 
   E.    The Customer must pay interest on all outstanding amounts due to Pasco at the rate of 1.5% per centum per calendar month (or such rate as Pasco may specify) from the due date until payment in full is received as clear funds by Pasco.
   F.    Pasco reserves the right at all times to suspend the supply of further goods on credit without having to give reasons for its actions and demand full settlement of all transactions.
   G.    Pasco may at its sole discretion allow a settlement discount conditional upon receipt of payment for goods within thirty (30) days from the end of the month during which those goods were invoiced by Pasco.
   H.    In the event of any charges are alleged to be in dispute (for whatsoever reason), notice of such dispute having already been received, all other charges must be paid pending investigation of the charges to disputes and the Customer will not be entitled to withhold payment of any disputed sum which is payable to Pasco and such dispute will not give rise to any right of set-off unless and until any amount to be allowed by Pasco has been admitted and ascertained.
   (c)    PRICE: all prices of Products are subject to alteration without notice.
5. RISK AND DELIVERY
   (a)    The risk of loss or damage to the Product passes to the Customer on the date and at the time that the Product is removed from storage for the purpose of delivery to the Customer.
   (b)    Any delivery times notified to the Customer are estimates only and Pasco is not responsible for late or non-delivery.
   (c)    If the Customer requests Pasco to postpone delivery of the Product beyond the delivery date or dates specified in the order, Pasco may agree to do so if the Customer pays an additional fee for such postponement and for storage charges.
   (d)    Pasco is not responsible to the Customer for any delay in delivery if the delay in delivery is caused by matters beyond the reasonable control of Pasco (including, without limitation, acts of God, acts of government, war or other hostility, national or international disaster, fire, explosion, power failure, equipment failure, strike or lockout, inability to obtain necessary supplies and any other force majeure occurrence).
   (e)    Proof of Delivery will not be supplied unless requested within 30 days of due date.
   (f)    Orders under a minimum value, as determined by Pasco from time to time will incur a delivery/administration charge as fixed by Pasco.  Orders in excess of this predetermined value will be delivered free into store Capital City or Metropolitan area.
6. OWNERSHIP AND CONTINUING SECURITY
   (a)    Ownership of, or title in, the goods will not pass to the Customer until the Customer has paid to Pasco the invoiced price for all goods in the Customer’s possession at time of payment.  If for any reason the goods become lost or damaged after delivery to the Customer and prior to payment, the Customer agrees that it will indemnify Pasco for any expense caused by any such loss or damage.  
   (b)    The Customer undertakes to store the Product on its premises separately from its own goods or those of any other person and in a manner which makes the Product readily identifiable as Pasco’s Product, until delivery of the Product to a third party.
   (c)    The Customer may resell the Product, but only as fiduciary agent of Pasco.
   (d)    The Customer must keep an amount from the proceeds of sale which is equal to the debt owed to Pasco in a separate identifiable account as the beneficial property of Pasco and must immediately pay such amount to Pasco on request.
   (e)    The Customer’s right to possession of the Product ceases if it does anything or fails to do anything which would entitle a receiver, a receiver and manager, an administrator or a trustee to be appointed in respect of the Customer, its undertaking or property or any part thereof, or entitle a person to present a creditor’s petition for winding up the Customer.
   (f)    Pasco may for the purpose of examination or recovery of the Product enter upon any premises where the Product is stored or where it is reasonably thought to be stored.
   (g)    If the Customer uses the Product in some manufacturing or construction process of its own or of some third party, then the Customer must hold such part of the proceeds of such manufacturing or construction process as relates to the Product in trust for Pasco.
   (h)    These provisions apply notwithstanding any arrangement under which Pasco provides credit to the Customer. To the extent that there is any inconsistency these provisions prevail.
   (i)    On payment to Pasco of the total purchase price for the goods, the Customer will obtain good title to the goods ordered, free and clear from all encumbrances;
   (j)    The Customer agrees with Pasco that it will treat the security interest in the goods as a continuing and subsisting security with priority over a registered general security and any unsecured creditors. 
   (k)    Personal Property Securities Act
   (i)    A term used in this Clause 6(k) has the same meaning as in the PPSA.
   (ii)    Consideration 
   In consideration of Pasco supplying the goods to the Customer, at the request of the Customer, the Customer, by signing the Terms:
   (1)    grants to Pasco, at Pasco’s discretion, a security interest or purchase money security interest (PMSI) in the goods; 
   (2)    agrees that any of the goods or proceeds of sale of the goods coming into existence after the date of the Terms will come into existence subject to:
   A.    the security interest or PMSI granted in the Terms; and 
   B.    the Terms; 
   without the need for any further action or agreement by any party; 
   (3)    agrees that the Customer has received valuable consideration from Pasco and that it is sufficient; and 
   (4)    agrees that the security interest or PMSI has attached or will attach to all goods supplied now or in the future to the Customer when the Customer takes possession of the goods and that the attachment of the security interest or PMSI has not in any way been deferred or postponed from the date of the Terms. 
   (iii)    Customer to take all steps 
   Pasco may, by notice to the Customer at any time, require the Customer to take all steps that Pasco considers necessary or desirable to:
   (1)    ensure that the Terms or any security interest or PMSI arising under them, are enforceable against the Customer or any third party; and 
   (2)    protect, perfect, record, or better secure interest or PMSI arising under them, are enforceable against the Customer or any third party. 
   (iv)    Registration and notices
   (1)    Pasco reserves the right to register a financing statement in respect of any goods supplied by Pasco to the Customer under the Terms and in respect of which credit has been extended by Pasco to the Customer.
   (2)    The Customer:
   A.    waives the right to receive a copy of any notice, verification statement confirming registration of a financing statement or a financing change statement relating to the security interest or PMSI under the Terms, unless the notice statement is required by law and cannot be excluded; and 
   B.    agrees to comply with any notice from Pasco under this Clause 6 at its cost and expense. 
   (3)    The Customer agrees:
   A.    not to allow any person to register a financing statement over any of the goods supplied by Pasco without the prior written consent of Pasco; and 
   B.    it must immediately notify Pasco if it becomes aware of any person taking steps to register a financing statement in relation to the goods. 
   (4)    The Customer agrees to perfect and maintain any security interest or PMSI that it may have in the goods under the PPSA.
   (5)    The cost and expense of registering a financing statement or a financing change statement is to be paid by the Customer and may, where applicable, be debited against the Customer’s credit account with Pasco.
   (v)    No accessions or commingling of goods: the Customer must not allow the goods to become accessions or commingled with other goods unless Pasco has first perfected any security interest or PMSI that Pasco has in relation to the goods.
   (vi)    Perfection: if Pasco perfects any security interest or PMSI that Pasco has in relation to the goods, the Customer must not do anything that could materially adversely affect Pasco’s business or in the opinion of Pasco, Pasco’s security position under the Terms.
   (vii)    Right of Entry: the Customer irrevocably grants to Pasco the right to enter on the Customer’s property or premises, without notice, and without being in any way liable to the Customer or to any third party, if Pasco has cause to exercise any of Pasco’s rights under section 110 of the PPSA, and the Customer indemnifies Pasco from any claims made by any third party as a result of that exercise. 
   (viii)    Contracting out of enforcement provisions: if Chapter 4 of the PPSA would otherwise apply to the enforcement of a security interest arising out of the Terms, Pasco and the Customer agree that each of the provisions of the PPSA which section 115 of the PPSA permits parties to contract out of, other than sections 117, 118, 134(1) and 135, do not apply to the enforcement of that security interest. 
   (ix)    Payments made in respect of the goods: despite any statement to the contrary by the Customer, every payment to Pasco in respect of the goods must be taken as a payment:
   (1)    first, of the amounts held by the Customer in trust or subject to a security interest, to the extent that the security interest is not a PMSI; 
   (2)    secondly, of amounts subject to a security interest, to the extent that it is a PMSI; 
   (3)    thirdly, for any goods that the Customer has sold but for which it has not received the proceeds; and 
   (4)    fourthly, for whatever goods the Customer has not sold as Pasco elects. 
   (x)    Confidentiality: Pasco and the Customer may not disclose any information of a kind referred to in section 275(1) that is not in the public domain. 
   (xi)    If the Customer is insolvent: if the Customer becomes insolvent, without prejudice to any other rights of Pasco:
   (1)    the Customer’s right to sell the goods in the ordinary course of business in accordance with the PPSA and any other rights of the Customer in respect of the goods immediately cease; and 
   (2)    the Customer must immediately return to Pasco the goods in which title has not passed as provided for under this Clause 6.
7. CONSUMER GUARANTEES
   (a)    Nothing in the Terms purports to modify or exclude the Consumer Guarantees, or any other right available to the Customer under the Competition and Consumer Act 2010 (Cth) (including the ACL).
   (b)    Except as expressly set out, Pasco makes no express warranties or other representations under the Terms.
8. LIMITATION OF LIABILITY
   (a)    Pasco’s liability in respect of the Consumer Guarantees and any other warranties is limited to the fullest extent permitted by law.
   (b)    To the extent permitted by law, the liability of Pasco from the failure of any goods supplied by Pasco to the Customer to comply with the Consumer Guarantees or any other warranty or condition implied by law will be limited to (at Pasco’s option):
   In the case of goods, any one of the following:
   (i)    the replacement or resupply of the goods;
   (ii)    the cost of replacement or resupply of the goods;
   (iii)    the repair of the goods; or
   (iv)    the cost of the repair of the goods.
   In the case of service, any one of the following:
   (i)    the supply of the services again;
   (ii)    the payment of the costs of having the services supplied again.
   (c)    Where the Product/s being supplied is the Buzon Pedestal System, to the extent permitted by law, Pasco and the Customer hereby agree that Pasco will not be liable for any defects or flaws with the Buzon Pedestal System or any loss or damage resultant from the installation, implementation or use of the said system by the Customer.  Without limiting the aforesaid when using the Buzon Pedestal System in areas of potential high winds and/or in areas where there is a possibility of wind uplift of the paver/tile being used Pasco recommends the Customer consult an appropriately qualified professional (eg. an engineer etc.) (QP) to determine whether the Buzon Pedestal System is suitable for use in the circumstances being contemplated. Where a QP is either not consulted or if consulted their advice is not precisely followed, Pasco will not be liable for any loss, injury or damage resultant from the installation, or implementation of the Buzon Pedestal System by the Customer.  Where Pasco has provided specific advice in relation to the fixing of the Buzon Pedestal System in an area of potential high winds and/or in areas where there is a possibility of wind uplift of the paver/tile being used and Pasco’s advice is not followed precisely, Pasco will not be liable for any loss, injury or damage resultant from the installation, or implementation of the Buzon Pedestal System by the Customer.  In the event of a claim in relation to the Buzon Pedestal System the Customer must provide Pasco with photographic record of the site before, during and after the installation of the Buzon Pedestal System.  This record must show the installation, the correct configuration of the pedestals, their positioning, the correct installation and assembly of all accessories etc.
   (d)    The Customer is responsible for ensuring the maintenance, protection and proper use of the Product/s. Pasco can in no event be held liable for defects and flaws that would affect the Product/s or the use to which they have been put which arises as a result of improper storage, installation, implementation or use of the Product/s by the Customer.
   (e)    The Customer is responsible for ensuring the correct application in the appropriate circumstance of the Pasco products including but not limited to all waterproofing and sealant products as per Pasco’s installation instructions. Pasco and the Customer agree that Pasco will not be liable for any consequential loss or damage resulting from water ingress as a result of poor, inappropriate or substandard substrate/building construction, surface preparation, product application installation, covering installation, defective or faulty product.  
   (f)    Pasco will not be liable or deemed to be in default or failure in performance under the Terms for any interruption resulting directly or indirectly from acts of God, civil or military authority, acts of public enemy, wars, accidents, fires, explosions, earthquakes, floods, strikes, labour disputes, Government action, shortage of suitable parts, or any similar or dissimilar cause beyond the reasonable control of Pasco;
   (g)    Notwithstanding anything to the contrary in the Terms, Pasco accepts no responsibility or liability whatsoever including liability for negligence or any liability for consequential loss, indirect or special loss or damage including loss of profit, loss of business, loss of revenue, loss of opportunity, or liability to any third party for economic loss howsoever arising.  All conditions and warranties contained or implied by any statute or rule of law are hereby expressly excluded and negated provided that nothing in the Terms will exclude, restrict or modify any condition, warranty or liability of any statute which may at any time be implied in the Terms where to do so is illegal or would render any provision of the Terms void.
9. SUITABILITY FOR PURPOSE, CLAIMS AND RETURNS
   (a)    To the full extent permitted by law, the Customer hereby indemnifies and holds Pasco, its servants and agents and each of them harmless against all claims or loss or damage arising directly or indirectly out of the Customer’s use, possession or ownership of the goods or out of any failure of the said goods to perform a particular result or to comply with a particular specification and without limiting the generality hereof, should the Customer have either expressly or by implication made known to Pasco or to the person by whom any antecedent negotiations were conducted any particular purpose for which the goods are being acquired, the Customer acknowledges that it has not relied nor would it have been reasonable for it to be held to have relied on the skill or judgment of Pasco when deciding whether the said goods were reasonably fit for that purpose.
   (b)    No Product is to be returned to Pasco’s warehouse without prior written approval from Pasco.  Credit or replacement will only be made after a thorough inspection of the Products determines they are defective or were shipped in error.  Agreed returns are subject to minimum handling charge of fifteen (15%) percent, subject to Pasco’s discretion. 
   (c)    All claims for incorrect shipment, damaged or faulty good must be made in writing to Pasco within 14 days of receipt of the Products subject to the claim.
10. LEGISLATIVE COMPLIANCE: no warranty is given or responsibility accepted by Pasco to ensure that the goods ordered comply with the requirements of any legislation relating to the making and/or labeling and/or packaging of goods.  Compliance with the requirements of such legislation shall be the sole responsibility of the Customer.
11. PRIVACY ACT AUTHORITY: for the purposes of assessing the credit-worthiness of the Customer from time to time and the collection of payments, the Customer authorises Pasco, its employees and agents to make such enquires as they deem necessary including, without limitation, making enquires of and obtaining reports (as may be allowed by law) from persons nominated by the Customer as trade referees, the Customer’s creditors, bankers and financiers, credit providers, mortgage and trade insurers and credit reporting agencies ("the information sources"). The Customer consents to the information sources providing to Pasco such information as is requested by Pasco and permitted to be given by law. The Customer also consents to Pasco disclosing personal information or the contents of any credit report to a credit reporting agency for the purpose of that credit reporting agency creating or adding to any credit information file in relation to the Customer.
12. INFORMATION, DRAWINGS AND MATERIALS
    (a)    All descriptions, specifications illustrations, drawings and data furnished by Pasco or otherwise contained in catalogues, price lists or other advertising matter of Pasco, are approximate only and are intended to be by way of general description only of the Products and are not guaranteed but are subject to change without notice.  They shall not form part of the contractual description thereof unless agreed to in writing by Pasco in which case such descriptive specifications shall be subject to trade tolerances.  
    (b)    Pasco reserves the right to make Product modifications at any time.  The Customer acknowledges this and agrees to check the current Product design prior to purchase.
13. PATENTS: to the best of Pasco’s information and belief, its Products do not infringe any third parties Australian patent rights, however, Pasco will have no liability whatsoever to the Customer (or its customer’s) where any claim or proceedings are brought against the Customer (or its customers) based upon any allegation that Pasco’s Product or any part thereof, infringe such rights.
14. DEFAULT AND INDEMNITY
    (a)    If the Customer defaults in payment of any amount due to Pasco, the Customer hereby irrevocably gives to Pasco license, in addition to and without limitation of any other right it may have without notice, to enter on any premises where any of the Products are kept and repossess same and thereafter to deal with the Products as its own property.  
    (b)    The Customer acknowledges that to the maximum extent possible by law it will do all things that may be reasonably requested by Pasco including the obtaining of permission of any person or company to enter upon the premises where any of the said Products may be located in order to give effect to this covenant.
    (c)    The Customer will indemnify Pasco against all loss or outgoings suffered as a result of any breach or non-compliance by the Customer of any of the Terms (including but not limited to payment by the Customer of all legal expenses incurred by Pasco in collecting any outstanding debt due by the Customer to Pasco (on an indemnity basis)).    
    (d)    The Customer will further indemnity Pasco, in consideration of the manufacture of the Products by Pasco, and will keep Pasco indemnified against all actions, claims, demands, summons, suits, proceedings, judgments, orders or decrees made against Pasco resulting from the use of Pasco of the Customer’s special tools, dies, machinery and other equipment and without limiting the generality hereof in particular any matter arising from an allegation or infringement of rights in any registered design patent or copyright
15. TERMINATION: the parties hereto agree that the Terms may be terminated by either party by giving to the other party fourteen (14) days written notice.  The Terms will remain in full force and effect in respect of any transaction effected prior to the termination.
16. GUARANTEE AND INDEMNITY
    (a)    The Guarantor/s in consideration of Pasco supplying the goods to the Customer, at the request of the Customer, and on the Terms, do hereby for themselves, their respective executors and administrators jointly and severally covenant with Pasco that if at any time default will be made in the payment of money payable by the Customer to Pasco under the Terms or in the performance, observance or any term or condition of the Terms to be performed or observed by the Customer, the Guarantors will forthwith on demand by Pasco pay to Pasco the whole of such money, interest or other moneys which will then be due and payable to Pasco and will keep Pasco indemnified against all loss of money, interest and other moneys payable under the Terms and all losses, costs, charges and expenses whatsoever which Pasco may incur by reason of any default as aforesaid on the part of the Customer. 
    (b)    This Guarantee is unlimited and will be a continuing Guarantee and will not be released by any neglect or forbearance on the part of Pasco in enforcing payment of any of the moneys payable under the Terms or the performance or observance of any of the agreements, obligations or conditions under the Terms, the improper execution of the Terms (and the Guarantee contained herein) by the Guarantor/s or by time being given to the Customer for any such payment, performance or observance or by any other thing which under the law relating to sureties would but for this provision have the effect of releasing the Guarantors and the Guarantor’s respective executors or administrators.
    (c)    The Guarantor/s acknowledge(s) having been provided with the opportunity to obtain independent legal and/or financial advice with respect to the Guarantee contained in the Terms.
17. CHARGE
    (a)    Where the Customer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Customer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to Pasco or their nominee to secure all amounts and other monetary obligations payable under the Terms.
    (b)    The Customer and/or the Guarantor acknowledge and agree that Pasco (or their nominee) will be entitled to lodge, where appropriate, a caveat, which caveat will be withdrawn once all payments and other monetary obligations payable under the Terms have been met.
    (c)    Should Pasco elect to proceed as set out in Clause 17(a), the Customer and/or the Guarantor will indemnify Pasco from and against all their costs and disbursements including legal costs on a solicitor and own client basis.
    (d)    The Customer and/or the Guarantor (if any) agree to irrevocably nominate, constitute and appoint Pasco or it’s nominee as the Customer’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this Clause 17.
18. LAW: the Terms are to be interpreted in accordance with the Acts of the State of Victoria, Australia and the parties irrevocably submit to the exclusive jurisdiction of the Courts of that State.
19. CONTINUING ACCOUNT: the Customer agrees to immediately notify Pasco in writing of any change in ownership of the business or other material alteration to the statements herein and unless and until Pasco acknowledges same in writing the Customer agrees to be bound by the terms herein and to be responsible for all debts incurred on the account.
20. COSTS AND CHARGES: the Customer agrees to indemnify Pasco for all duties and costs including Pasco’s costs of and incidental to the preparation execution stamping and enforcement of the Terms.
21. GST AND OTHER TAXES
    (a)    Expressions used in this Clause and in the GST Act have the same meanings as when used in the GST Act. 
    (b)    Except where the Terms state otherwise, each amount payable by a party under the Terms in respect of a taxable supply by the other party is expressed as a GST exclusive amount and the recipient of the supply must, in addition to that amount and at the same time, pay to the supplier the GST payable in respect of the supply. 
    (c)    A party is not obliged, under Clause 21(b) to pay the GST on a taxable supply to it under the Terms, until given a valid tax invoice for the supply.
    (d)    Any other taxes, duty or charge imposed or which hereafter may be imposed by any Federal, State or other authority must be paid by the Customer, unless the Customer provides Pasco with an exemption certificate acceptable to Pasco.
22. GENERAL
    (a)    Time: time is of the essence for all of the Customer’s obligations and in the Terms.
    (b)    Entire Agreement: the Terms contain the entire agreement between the parties and supersede all previous agreements concluded between the parties.  Each order and invoice (or delivery slip) will constitute a binding and enforceable contract between Pasco and the Customer on the terms set out in the Terms.  Any attempt by the Customer to impose any variation or additional terms inconsistent with the Terms will not bind Pasco.  The Customer acknowledges that it has not been induced to enter into the Terms by any representation, advice or information given or made by or on behalf of Pasco.
    (c)    Assignment: the Customer will not assign its order nor any of its rights or obligations thereunder without the prior written consent of Pasco.
    (d)    Waiver: no waiver by Pasco of any breach of these terms and conditions operates as a waiver of any other breach, and the doing and/or omission of any act, matter or thing whatsoever by Pasco, its employees or agents (which but for this clause ought or might amount to a waiver of Pasco’s rights in respect of any such breach or default) does not operate as a waiver in any way of Pasco’s rights and powers in respect of such breach or default.
    (e)    Severability: if any term agreement or condition of the Terms or the application thereof to any person or any circumstance will be or become illegal, invalid or unenforceable, the same will be read down, if such reading down is possible, and if found to be impossible, will be severed and the remaining terms and agreements and conditions will not be affected, prejudiced or impaired.
    (f)    PPSA: if any provisions of the Terms are inconsistent with the PPSA, the PPSA will prevail to the extent of that inconsistency.
    (g)    Non-Merger: a provision of the Terms which can, and is intended to, operate after the effective date remains effective.
    (h)    Dispute Resolution: if a dispute arises out of, or in any way in connection with, or otherwise relates to the supply of goods, the Terms or the breach, termination, validity or subject matter thereof, or as to any related claim at law, in equity or pursuant to any statute, and the dispute cannot be resolved between the parties within a reasonable time, the parties agree to refer their dispute to Arbitration administered by the Australian Commercial Disputes Centre (ACDC).  The Arbitration will be conducted in Melbourne (unless otherwise agreed) in accordance with the ACDC Rules for Arbitration which are operating at the time the dispute is referred to ACDC and which terms are hereby deemed incorporated into the Terms.
    (i)    Notices: any notice required under the Terms must be in writing and given by post, facsimile or hand to Pasco or the Customer at the address set out in the Terms or at such other address or facsimile number as is notified in writing by one party to the other.
    (j)    Variation: no variation of any of the Terms will be effective unless such variation is in writing and signed by an authorised representative of Pasco.