Terms of Sale

1. Definitions

In these conditions:
“Australian Consumer Law” means the Australian Consumer Law contained in Schedule 2 to the Competition and Consumer Act 2010 (Cth) as amended from time to time.
“Conditions” means the terms of these Conditions of Sale.
“Consumer” means a consumer as defined in the Australian Consumer Law;
“Customer“, “you” or “your” means a person, firm or corporation seeking to acquire Goods or Services from the Supplier and where applicable includes the applicant in the commercial credit application and, if the Customer consists of more than one person, each of them jointly and severally.
“Goods” means all goods and/or materials supplied by the Supplier to the Customer, including on consignment.
“GST” means GST within the meaning of A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended;
“Intellectual Property Rights” means all present and future intellectual property rights including rights pertaining to confidential information, copyright, patents, trade marks, service marks, designs, eligible layouts and circuit layouts, know-how (whether registered or unregistered) but does not include moral rights.
“Other Property” means all present and after-acquired property of the Customer (except the Goods) whether acquired alone or jointly as a tenant in common or as a joint tenant.
“PPSA” means the Personal Property Securities Act 2009 (Cth) as amended; “Security “Security Agreement“.
“Security Interest” have the meaning ascribed to them in the PPSA.
“Services” means any and all services supplied by or on behalf of the Supplier to the Customer.
“Small Business” means a “small business” as defined in the Australian Consumer Law; and
“Supplier“, “we“, “our“, “us” means Agrion Crop Solutions Pty Ltd (ACN 052 845 833), part of DKSH Group.

2. Application of the Conditions

2.1 Unless otherwise agreed in writing, these Conditions will apply exclusively to every contract for the sale of Goods and or the supply of Services by the Supplier to the Customer and cannot be varied or replaced by any other conditions without the prior written consent of the Supplier.

2.2 By proceeding with the purchase of any Goods or Services from the Supplier, making any payment to the Supplier, or accepting the delivery of any Goods or Services from the Supplier, the Customer accepts these Conditions and agrees that these are the only Conditions applicable to every contract with the Supplier, and that any other terms or conditions that may have previously appeared or that may appear on the Customer’s purchase orders or otherwise are excluded and superseded by these Conditions

2.3 Any written quotation provided by the Supplier to the Customer concerning the supply of Goods and/or Services is valid for thirty (30) days, unless otherwise stated in the quotation, and is an invitation only to the Customer to place an order based upon that quotation.

2.4 The Supplier may vary these Conditions provided it first gives thirty (30) days written notice to the Customer at the email address on file for the Customer. The Supplier cannot vary the Conditions for orders that have already been accepted by the Supplier. During this notice period, the Customer may, in writing, withdraw any orders that the Supplier has not yet accepted. Any order placed, or Goods or Services supplied at the request of the Customer, after such thirty (30) day period, will be deemed to be the Customer’s acceptance of the varied Conditions.

2.5 Subject to applicable law, the Customer agrees that any order under the minimum order value (as most recently notified by Supplier to the Customer prior to receipt of an order) may incur a fee at the reasonable discretion of the Supplier and the Supplier will notify the Customer the price of the fee in advance of the Customer placing an order. If the Customer does not agree with the minimum order fee, it may elect not to proceed with the order by providing written notice to the Supplier within 2 days of receiving the notification from the Supplier regarding the fee under this clause. Except for purchases made online through a
publicly available website or portal, the Customer and Supplier agree to keep confidential the terms of these Conditions, including the price of the Goods, except as required by law.

2.6 The Customer warrants that if it is a trustee of a trust, it has a full and unrestricted indemnity out of the trust in respect of all obligations incurred by the Customer pursuant to these Conditions.

2.7 The Supplier reserves the right to refuse this credit application to the Customer without being obliged to provide reasons for such refusal. In the event that this credit application is refused, any orders by the Customer must be bank cheque or in cash prior to delivery of the Goods or Services.

2.8 Each party hereby warrants to the other that it has the power and authority to enter into the Agreement and be bound by the terms and conditions set out in these Conditions.

3. Price

3.1 Unless otherwise agreed or specified in the Supplier’s invoice, prices exclude freight, packaging, delivery and travel charges, as specified in the invoice or otherwise advised to the customer in advance, all of which the Customer must pay.

3.2 Except with respect to purchases by a Consumer or Small Business, any price indication provided by us to you or otherwise made available to you will be subject to alteration in the event that we incur:

1. higher freight, insurance or import charges; or
2. higher foreign exchange costs after the order is placed; or
3. additional costs as a result of your failure to provide us

with any relevant information or licenses as requested by us within a reasonable time, and we will provide you with notice of any such price increase.

4. Payment

4.1 The Supplier will issue an invoice to the Customer on delivery of the relevant Goods and/or Services. Unless otherwise agreed between the parties, and subject to clauses 2.7 and 4.2, payment for Goods and or Services must be made on or before the thirtieth day of the month following the month in which the Goods are delivered and or the Services supplied.

4.2 The Supplier may:

1. as a condition of acceptance of an order; and
2. notwithstanding acceptance of an order, if the Customer has failed to pay for one or more other orders in accordance with the terms of payment,

require payment in advance or on delivery and/or require the provision of security of a reasonable nature and for a reasonable amount prior to shipment of any Goods or the delivery of any Services.

4.3 In the event that there are insufficient funds to meet any cheque drawn by the Customer in favour of the Supplier, a reasonable administration fee will be charged on each and every representation and or dishonour.

4.4 Unless otherwise agreed in writing, all payments are to be made by cash or electronic funds transfer of cleared funds.

4.5 If the Invoice is issued in Australia, payment must be made in Australian dollars. If the Invoice is issued in New Zealand, payment must be made in New Zealand dollars.

4.6 Neither party may withhold any payment or make any deduction or set-off in respect of the purchase price of the Goods without the other party’s prior written consent.

5. Orders

5.1 It is the Customer’s responsibility to provide all information necessary to enable the performance of the order and the Customer is responsible for any reasonable costs incurred by the Supplier from any error or omission in that information or delay in providing that information.

5.2 You may submit an order for Goods in writing to us from time to time. An order for Goods is not binding on the Supplier until we confirm receipt and acceptance of the order, which we will endeavour to do within a reasonable time period of receipt of the order or we have delivered the Goods and/or Services stated in the order.

5.3 Subject to clause 11.3, once accepted by the Supplier, the Customer may not change, suspend or cancel the order or contract for Goods or Services, and any such change, suspension or cancellation will not be binding on the Supplier, unless otherwise agreed to by the Supplier in writing. The Customer undertakes to pay for and accept delivery of all Goods in an order accepted by the Supplier within the time specified by the Supplier and/or agreed between the parties.

5.4 Unless otherwise agreed in writing, we will supply the Goods and Services requested in the order on the terms and conditions set out in these Conditions.

6. Payment Default

6.1 If the Customer defaults in payment of an invoice by the due date, the Supplier will provide you with a reasonable opportunity to remedy the default, being not more than five (5) business days (Required Timeframe). If the Customer fails to remedy the default and pay the outstanding invoice within the Required Timeframe, the Supplier may, without prejudice to any accrued rights or other remedy available to it:

1. charge the Customer interest on any sum due at the prevailing rate pursuant to the Penalty Interest Rates Act 1983 (Vic.) plus two (2) per cent for the period from the due date until the date of payment in full;
2. subject to applicable law, charge the Customer for all reasonable expenses and costs) incurred by the Supplier resulting from the default and in taking whatever action is reasonable in the circumstances to recover any sum due, including referring the matter to a debt collector; and/or
3. demand immediate payment of all outstanding invoices; or
4. suspend the supply of any further Goods, Services or credit to the Customer, until such time as payment is made in full.

6.2 After reasonable written notice to the Customer to remedy the default, terminate any contract with the Customer so far as unperformed by the Supplier. In the event of a dispute, the Customer will not be entitled to withhold payment of any undisputed amount due to the Supplier.

7. Passing of Property in Goods

7.1 The Customer agrees:

1. that these Conditions constitute a Security Agreement for the purposes of the PPSA and may be registrable under the PPSA;
2. that these Conditions create a Security Interest in all Goods (and the proceeds of the Goods) in favour of the Supplier to secure the purchase price for the Goods;
3. that it must do all such things and execute all such documents as the Supplier may require to ensure that, from and after the time the PPSA comes into force, the Supplier has perfected first ranking security interest(s) in the goods under the PPSA;
4. that the Supplier may register a financing statement to perfect its purchase money security interest as an unpaid seller in the Goods delivered, or, to be delivered, to the Customer.
5. that the following sections of the PPSA do not apply: 95, 118, 121(4), 125, 129(2), 129(3), 130, 132(3)(d), 132(4), 135, and, to the extent section 115(7) applies, each section of Part 4.3 of the PPSA is excluded unless the Supplier elects in writing to retain Part 4.3 (which the Supplier may elect to do either in whole or in part); and
6. to waive its right to receive notice of a verification statement in relation to registration of a Security Interest.

7.2 The Customer:

1. further agrees that these Conditions also create a Security Interest in all of the Customer’s other property, although such Security Interest is not intended to prevent the Customer from transferring such other property in the ordinary course of the Customer’s business; and
2. separately charges all land owned now and in the future by the Customer whether owned alone or jointly as a tenant in common or as a joint tenant, in favour of the Supplier to secure payment and performance of all the these Conditions.

7.3 The Customer agrees that, until full payment in cleared funds is received by the Supplier for all Goods supplied by it to the Customer, as well as all other amounts owing to the Supplier by the Customer:

1. title and property in all Goods remain vested in the Supplier and do not pass to the Customer even after the goods have been received;
2. the Customer must hold the Goods as fiduciary bailee and agent for the Supplier;
3. the Customer must keep the Goods separate from its own goods and maintain the labelling and packaging of the Supplier;
4. the Customer is required to hold the proceeds of any sale of the Goods on trust for the Supplier in a separate account;
5. the Customer must deliver up all Goods to the Supplier immediately upon service of a written demand; and
6. the Supplier may without notice, enter any premises where it suspects the Goods may be and remove them, notwithstanding that they may have been attached to other Goods not the property of the Supplier, and for this purpose the Customer irrevocably licences the Supplier to enter such premises and also indemnifies the Supplier from and against all costs, claims, demands or actions by any party arising from such action.

7.4 The Customer may resell the Goods in the ordinary course of its business (but may not otherwise sell or encumber the goods) and if it does so shall receive the proceeds of resale as trustee of the Supplier, to be held on trust for the Supplier. The Supplier shall be entitled to trace the proceeds of resale.

7.5 To assure performance of its obligations under these Conditions, the Customer hereby grants the Supplier an irrevocable power of attorney to do anything the Supplier considers should be done by the Customer pursuant to these Conditions. The Supplier may recover from the Customer the cost of doing anything under this clause, including registration fees.

7.6 To the extent that the PPSA applies, neither party may disclose any information under section 275(4) of the PPSA unless section 275(7) of the PPSA applies. You may not make any request of us under section 275 of the PPSA, authorise the disclosure of any information under that section and waive any duty of confidence that would otherwise permit non-disclosure under that section.

8. GST and Duties

8.1 Prices for the supply of Goods and or Services exclude sales tax, consumption or goods and services tax, and any other taxes, duties or imposts imposed on or in relation to the Goods and or Services.

8.2 If prices for Goods and or Services provided by the Supplier do not expressly indicate that the prices include GST then the Customer will pay the Supplier the price for the Goods and or Services plus GST.

9. Delivery of the Goods

9.1 Any period or date for delivery of Goods and or Services stated by the Supplier is intended as an estimate only and is not a contractual commitment. The Supplier will use reasonable commercial efforts to meet the date for delivery specified in the order and will notify the Customer as soon as reasonably practicable after becoming aware of a delay.

9.2 The Supplier will deliver the Goods to the address nominated by the Customer in the order. The Supplier is not a common carrier and in the event of loss or damage to the Goods in transit caused by or resulting from any act, neglect or default attributable to the Supplier, the Supplier’s liability to the Customer will be limited to and completely discharged by either the replacement, repair or refund of the cost of any Goods so lost or damaged.

9.3 If the Customer is unable or fails to accept delivery of the Goods, the Customer may be liable for all direct and indirect costs reasonably incurred by the Supplier and which may include storage, detention, double cartage, travel expenses or similar costs in relation to the Goods.

10. Risk

10.1 Except for sales to Consumers and Small Businesses, during transport of the Goods, the Goods are at the risk of the Customer and to the maximum extent permitted by law, the Supplier is not liable to the Customer or any third party in tort (including negligence), contract, bailment or otherwise for any loss, damage (including concealed damage), injury to goods (but excluding personal injury), delay, contamination, evaporation, deficiency, deterioration caused to the Goods, or mis-delivery or failure to deliver the Goods.

10.2 All risk in the Goods and all insurance responsibility for theft, damage or otherwise in respect of the Goods will pass to the Customer immediately upon commencement of delivery of the Goods to the Customer.

11. Liability

11.1 If you are a Consumer or Small Business:

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

11.2 Except as specifically set out herein and subject to clause 11.3, any term, condition or warranty in respect of the quality, fitness for purpose, condition, description, assembly, manufacture, design or performance of the Goods and/or Services, whether required by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded and the Supplier is not be liable to the Customer or to any third party in tort (including negligence), contract, bailment or otherwise for any loss, damage or claim:

11.3 Subject to clause 11.4, nothing in clause 11.2 excludes, restricts or modifies:

1. the application of any consumer guarantee in the Australian Consumer Law (Consumer Guarantee) or any similar provision in the law of any State or Territory that cannot be excluded, restricted or modified (Similar Provision);
2. the exercise of any right conferred by a Consumer Guarantee or Similar Provision; or
3. the Supplier’s liability under any Consumer Guarantee or Similar Provision.

11.4 Where permitted and to the full extent permitted by law, the Supplier’s liability under any Consumer Guarantee or Similar Provision is limited, at the Supplier’s option, to:

1. in the case of goods, the repair or replacement of those goods, the supply of equivalent goods, the payment of the cost of repairing or replacing the goods or acquiring equivalent goods;
2. and in the case of services, supplying those services again, or paying the cost of having the services supplied again.

11.5 The Supplier warrants to the Customer:

1. where the Supplier is the manufacturer, that the Goods reasonably comply with the Supplier’s written specifications; or
2. where the Supplier is not the manufacturer, that the Goods comply with the manufacturer’s written specifications.

11.6 All descriptions of the Goods are only to enable their identification and do not mean that the sale of the Goods is a sale by description.

11.7 The Customer warrants that:

1. it will only use the Goods in accordance with the manufacturer’s intended use and instructions as communicated or published; and
2. it will ensure that the Goods are properly used such that they are free from risk to health and safety.

11.8 Except with respect to Consumers and Small Businesses, we give all technical advice or assistance entirely at your risk and on the basis that you will carry out your own determination as to the suitability of the Goods for your application of them. To the maximum extent permitted by law, you hereby acknowledge that you have not relied on any advice, recommendation, information or assistance provided by us in relation to the Goods, their use or application, with respect to the circumstances for to which the Goods are to be applied, except where we have provided same in writing.

11.9 Unless this agreement is a consumer contract or a small business contract for the purposes of Part 2-3 of the Australian Consumer law, then to the maximum extent permitted by law, our liability for any loss suffered by you in respect of the Goods (including for any delay or failure to supply the Goods) or for breach of these Conditions by us is limited to the price paid by you in relation to those Goods.

11.10 Subject to clause 11.3, the Supplier is not liable for any indirect or consequential losses or expenses suffered by the Customer or any third party, howsoever caused arising from the supply of the Goods and/or Services, including but not limited to loss of turnover, profits, business or goodwill, wasted expenditure, or for any special or punitive damages.

11.11 The Supplier will not be liable for any loss, damage or claim suffered by the Customer for any Goods that display a “use-by” date that are sold or distributed by the Customer after that date.

12. Goods Returned

12.1 Subject to clause 11.3, all Goods are sold on a non- returnable, non-refundable basis and, subject to clause Error! Reference source not found. and applicable law, may only be returned if the Goods are damaged by the Supplier upon delivery or are incorrectly supplied by the Supplier.

12.2 Subject to clause 11.3, any claim by the Customer that the Goods are damaged or incorrectly supplied must be made in writing to the Supplier within five (5) business days of receipt of the Goods by the Customer and the Customer must provide a reasonable opportunity for the Supplier to inspect the Goods. The Supplier’s only liability (if any) is limited, at the Supplier’s full and sole discretion, to the repair of the Goods, the resupply of the Goods or payment of the replacement value of the Goods.

12.3 Subject to the Supplier’s obligations under clause 11, the Supplier may, in its discretion (acting reasonably), agree to accept a return of some or all of the Goods but all such Goods returned will be subject to a 25% handling fee.

13. Force Majeure

13.1 In the event either party is prevented in whole or in material part from performing its obligations under this Agreement solely as a result of force majeure event or any other unforeseeable reason beyond its control, upon the prompt giving of notice to the other party detailing such force majeure event and its anticipated duration, the obligations of the party so prevented shall be excused during such period of delay, and such party shall take whatever reasonable steps are necessary to relieve the effect of such cause as rapidly as possible. In this event, all money due to us shall be paid immediately and, unless prohibited by law, we may elect to terminate the Agreement between you and us.

14. Nature of Relationship

14.1 Neither party, its employees or permitted subcontractors or agents shall, under any circumstances, be considered to be an agent, partner, joint venturer or representative of the other party.

15. Obligations and Indemnities

15.1 If you resell the Goods, then you and your contractors must:

1. provide to the purchaser any instructions or information about the use or care of the Goods, information about repairs, and any express warranties intended for the purchaser which are provided by us to you for the purpose of being provided to the purchaser;
2. not make any statement or representation about the Goods which is not consistent with information provided by us or make any representation on behalf of us;
3. not make any misleading or deceptive statements about the Goods or us, or which disparages us;
4. if you or your contractors also provide related installation or other services, perform those services in accordance with any instructions and guidelines provided by us;
5. promptly notify us of any claims that the Goods do not comply with the mandatory guarantees under the Australian Consumer Law or which involve safety issues or serious injury or death, and then co-operate with us in relation to the handling of those claims;
6. comply with your obligations under the Australian Consumer Law in relation to mandatory guarantees; and
7. not tamper with, alter, obscure or remove any trademarks which appear on the Goods or alter the labels or packaging in which they are intended to be offered to purchasers.

16. Termination

16.1 Either party may terminate an order, even if accepted, in any of the following circumstances:

1. the other party enters into bankruptcy, liquidation or other arrangement with its creditors, has a receiver or receiver and manager appointed over all or part of its assets, enters into administration or becomes insolvent; or
2. the other party is materially in breach of its obligations under these Conditions and does not remedy that breach within ten (10) days of receiving notice from the other party requiring it to do so.

16.2 Conditions by written notice to the Customer, without prejudice to any other rights accrued:

1. if the Supplier has a subsisting right to terminate all unfilled orders; or
2. for convenience:
   1. if the Supplier has not received an order in the previous 30 days, immediately on written notice; or
   2. otherwise, on 30 days written notice, but the Conditions will continue to apply to any order received in advance by the Supplier.

16.3 Termination by either party in accordance with this clause is without prejudice to that party’s other remedies or our right to recover payment from you for any Goods or Services previously supplied by us to you.

16.4 Subject to clause 11.3, if we terminate these Conditions in accordance with this clause, we may, without prejudice to any of our other rights and remedies, enter into your premises (or any premises of a third party where the Goods are being stored) for the purpose of recovering any Goods to which we hold title.

17. Packages, pallets and containers

17.1 Unless otherwise stated, no containers are to be returned to us by you. Where it is stated in the Invoice that the containers are returnable to us, the property in the containers remains with us and you must return the said containers to us as quickly as possible following the delivery of the Goods and in any case within thirty (30) days of delivery.

17.2 We may charge you a deposit for any Goods provided to you with reusable packaging. Any such deposit will be added to the Invoice and a credit will be made in respect of the deposit to you when the containers are returned in good order and condition to the location reasonably nominated by us.

17.3 You must not use the containers for any other commodity than that contained in it at the time of delivery.

17.4 At all times we retain the right of possession of any pallets used for delivery of the Goods and you indemnify us for the full price of any pallets in respect of any pallets not returned or exchanged in good order and condition to us within thirty (30) days of delivery of the Goods.

18. Safety

18.1 You hereby warrant that you will comply with all applicable health and safety laws and all of our instructions as to the storage, handling and use of the Goods, only use the Goods in accordance with the manufacturer’s instructions and for the uses intended by the manufacturer, and agree to ensure that all warnings supplied by us in respect of the Goods and/or their use are promptly and clearly communicated to all persons who might be at risk from the Goods, including employees, agents, sub-contractors, visitors and customers.

18.2 You hereby agree to indemnify us against all liability incurred by us in respect of any claim, loss, expense, cost, damage or liability sustained by us as a direct or indirect result of your failure to comply with the warranty in this clause, except where such claim, loss, expense, cost, damage or liability is directly caused by our gross negligence or wilful default.

19. Compliance with Laws

19.1 Unless otherwise agreed in writing, the Customer shall be responsible for compliance with statutory and regulatory requirements relating to export, import, transport, storage and use of the Goods and/or Services.

19.2 Insofar as the performance of a contract by Supplier would result or would likely result in the infringement of national, foreign or international (re-)export control laws or other laws, Supplier shall be entitled to rescind the respective contract.

19.3 If export control checks are required, the Customer will provide Supplier immediately upon request with all information pertaining to the final recipients, destination and purpose of the Goods to be supplied by the Supplier as well as any related export control restrictions.

19.4 In all instances, the Customer must comply with (re- export control regulations of Australia, the European Union and the United States. Furthermore, the Customer shall comply with all the applicable Export Compliance Laws and Regulations in connection with the purchase of Supplier’s goods and/or Services and in connection with the resale of such Goods and/or Services to the Customer’s clients/customers. For the sake of clarity, “Export Compliance Laws and Regulations” shall mean any applicable laws and regulations regarding economic sanctions, prohibitions, import, transfer, or export restrictions imposed by the United Nations (U.N.), the United States (U.S.), the European Union (E.U.) and by any other applicable country, including but not limited to the Supplier’s.

19.5 The Goods and/or Services purchased by the Customer from Supplier shall be purely used by the Customer’s customer/clients for civilian end-uses by civilian end- users. Therefore, the Goods and/or Services shall not be used by the Customer itself and the Customer’s customer/clients in the design, development, production, manufacturing of military applications, nuclear, space launch vehicles, satellites, armored vehicles, unmanned aerial vehicles (UAV), target drones, reconnaissance drones, or the launch or operation of any ballistic missile systems, rocket systems, sounding rockets, cruise missile systems, or any missile delivery system for weapons of mass destruction, unless where the aforementioned applications are agreed in advance by Supplier and by the competent authorities in writing. Moreover, the Goods and/or Services purchased by the Customer from Supplier will not be used for and/or in connection with, internal repression, human rights violations, production of chemical or biological weapons of mass destruction, any military or paramilitary organization, armaments, nuclear technology, or weapons.

19.6 The Customer shall in no event and by no means, commercialize, export or re-export the Goods and/or Services purchased from Supplier, through direct or indirect means, to:

• any legal entities/companies and persons on the Sanctions List of the Australia, Switzerland, the United Kingdom, the European Union, the United Nations or on the U.S. Specially Designated and Blocked Persons List (SDN); and
• any legal entities/companies and persons on the U.S. Consolidated Screening List (CSL) in case the Goods and/or Services are subject to the U.S. Export Administration Regulations (EAR), without having obtained the relevant license under the U.S. EAR.

19.7 Furthermore, the Customer shall always be responsible for compliance with all applicable laws and regulations related to anti-bribery, anti-corruption, modern slavery, conflict of interest laws, rules or regulations of similar purpose and effect.

19.8 The Customer shall indemnify, defend, and hold harmless Supplier from any and all claims damages, losses, liabilities, costs and expenses (including but not limited to court costs and attorneys’ fees) arising out of any claim, inspection, audit, and etc. by regulatory authorities or other third parties and asserted against Supplier due to the Customer’s failure to comply with the aforementioned obligations and agrees to reimburse Supplier for any and all resulting damages and associated expenses, provided that they are the result of the Customer’s breach of duty.

20. Code of Conduct

20.1 The Customer and its officers, directors, employees and agents shall comply with all the provisions of DKSH’s Code of Conduct (available at https://www.dksh.com/global-en/home/about-us/sustainability#policies). Therefore, by placing any order to Supplier and/or by accepting any Services from Supplier, the Customer (including its officers, directors, employees and agents) acknowledges to have taken note of DKSH’s Code of Conduct and commits to abide by it and to comply with it.

20.2 The Customer understands and agrees that the Supplier may collect information on the Customer (via due diligence, pre-agreed audits or otherwise) to verify its compliance with DKSH’s Code of Conduct, and the Customer agrees to furnish the Supplier with or grant the Supplier access to such information as reasonably requested by the Supplier from time to time. Where the Supplier has reason to believe or suspect that the Customer is in breach and/or falls short of expectations to comply with DKSH’s Code of Conduct, the Customer acknowledges the Supplier’s right to turn down business opportunities or to seek discontinuation of the relationship, unless the Supplier and the Customer agree on collaborating towards establishing adequate improvement plans and actions to address the Supplier’s findings resulting from due diligence, pre-agreed audits or otherwise.

21. Governing Law and Jurisdiction

21.1 These Conditions shall be interpreted and governed by the law of Australia without regard for conflict of law rules or legislation and the parties submit to the exclusive jurisdiction of the Courts of Australia.

22. Intellectual Property and Confidentiality

22.1 You agree and acknowledge that all Intellectual Property Rights subsisting in our trade marks, copyright, drawings, specifications or other technical information in respect of the Goods remains our property and that you must not use, remove, interfere with or alter any of the intellectual property in any way.

22.2 To the maximum extent permitted by law, we hereby exclude all representations, warranties and guarantees that the Goods will not infringe the intellectual property rights of any other person and any liability for any claim, loss, damages or costs that you may incur as a result of such infringement.

22.3 You agree to notify us immediately upon becoming aware of any claim by a third party alleging that it is the owner of any intellectual property rights relating to the Goods and we shall be entitled to direct or control any associated proceeding in our absolute discretion.

22.4 Neither party may, without the prior written consent of the other:

1. disclose any of the other party’s Confidential Information to any other person; or
2. use any Confidential Information for any reason other than the furtherance of the business relationship contemplated by this Agreement, except where required by law, the rules of a stock exchange or disclosure to that party’s legal, financial or other advisers.

23. Subcontracting

23.1 The Supplier may subcontract any of its rights or obligations under these Conditions.

24. Privacy

24.1 The Supplier collects the Customer’s personal information for the purposes of the Supplier supplying the Customer with the Goods and Services. The Customer can read more about how the Supplier handles personal information (including marketing and disclosure to third parties) in the Supplier’s privacy policy which can be found here DKSH | Privacy Notice. By placing your order, you acknowledge that you have read and understood the terms of the Privacy Policy.

25. General

25.1 Unless otherwise agreed in writing, neither party may assign, transfer, or novate its rights or delegate its obligations under these Conditions, except to a Related Body Corporate as that term is defined in the Corporations Act 2001 (Cth).

25.2 Any provision of these Conditions that is illegal, void or unenforceable will be severed without affecting any other provision of these Conditions.

25.3 All our rights, powers, exemptions and remedies under these Conditions will remain in full force notwithstanding any neglect, forbearance or delay in enforcement by us. We will not be considered to have waived any condition unless such waiver is in writing executed by an authorised officer. Any written waiver will only apply to the particular transaction, dealing or matter to which it relates.

25.4 You agree to notify us at least fourteen (14) days before you do any of the following:

1. if you do not have an Australian ACN or ABN, you change your name;
2. if you become trustee of a trust with an Australian ABN or ARSN, or a partner in a partnership with an Australian ABN, other than a trust or partnership referred to in these Conditions;
3. if you are a trustee of a trust without an Australian ABN or ARSN, or a partner in a partnership without an Australian ABN, the trust or partnership acquires such a number; and
4. if you have an Australian ACN, ARSN or ARBN, you shall notify us as soon as possible after you become aware that the number will change or cease to apply.