Terms and Condition - Updated April 2023

 

1. Definitions

 

1.1 “CoLab” means CoLab Australia Pty Ltd, its successors and assigns or any person acting on behalf of and with the authority of CoLab Australia Pty Ltd.

 

1.2 “Customer” means the person/s buying the Goods as specified in any invoice, document or order, and if there is more than one Customer is a reference to each Customer jointly and severally.

 

1.3 “Goods” means all Goods or Services supplied by CoLab to the Customer at the Customer’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).

 

1.4 “Price” means the Price payable (plus any GST where applicable) for the Goods as agreed between CoLab and the Customer in accordance with clause 6 below.

 

1.5 “GST” means Goods and Services Tax as defined within the “A New Tax System (Goods and Services Tax) Act 1999”.

 

2. Acceptance

 

2.1 The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts delivery of the Goods.

 

2.2 These terms and conditions may only be amended with the consent of both parties in writing, and shall prevail to the extent of any inconsistency with any other document or agreement between the Customer and CoLab.

 

2.3 Goods are supplied by CoLab only on the terms and conditions of trade herein to the exclusion of anything to the contrary in the terms of the Customer’s order.

 

3. Electronic Transactions Act 2000

 

3.1 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that Act.

 

4. Change in Control

 

4.1 The Customer shall give CoLab not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address, contact phone or fax number/s, or business practice). The Customer shall be liable for any loss incurred by CoLab as a result of the Customer’s failure to comply with this clause.

 

5. Sales Targets and Settlement Rebates

 

5.1 Any agreed sales targets and/or settlement rebates are subject to specific agreed conditions, with all agreements to be documented by CoLab and signed by both parties. Rebates shall be granted as per the agreed terms.

 

5.2 Where the Customer fails to adhere to the agreed terms, CoLab reserves the right to withdraw, cancel and/or modify the rebate structure.

 

6. Price and Payment

 

6.1 At CoLab’s sole discretion, the Price shall be either:

(a) as indicated on any invoice provided by CoLab to the Customer; or

(b) the Price as at the date of delivery of the Goods according to CoLab’s current price list, with any claims of incorrect pricing to be made within thirty (30) days of delivery; or

(c) CoLab’s quoted price (subject to clause 6.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days. CoLab reserves the right to withdraw or change a quotation without notice prior to acceptance.

 

6.2 CoLab reserves the right to change the Price:

(a) if a variation to the Goods which are to be supplied is requested (including any applicable plans or specifications); or

(b) in the event of increases to CoLab in the cost of labour or materials (including, but not limited to, overseas transactions that may increase as a consequence of variations in foreign currency rates of exchange and/or international freight and insurance charges) which are beyond CoLab’s control.

 

6.3 Variations will be charged for on the basis of CoLab’s quotation, and will be detailed in writing, and shown as variations on CoLab’s invoice. The Customer shall be required to respond to any variation submitted by CoLab within ten (10) working days. Failure to do so will entitle CoLab to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.

 

6.4 Time for payment for the Goods being of the essence, the Price will be payable by the Customer on the date/s determined by CoLab, which may be:

(a) on delivery of the Goods;

(b) either thirty (30) days or sixty (60) days as per prior arrangement, following the end of the month, in which a statement is emailed or posted to the Customer’s address notices;

(c) the date specified on any invoice or other form as being the date for payment; or

(d) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by CoLab.

 

6.5 Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (Visa or MasterCard only) a surcharge of up to one and a half percent (1.5%) will apply per transaction on all credit card payments, or by any other method as agreed to between the Customer and CoLab.

 

6.6 The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by CoLab nor to withhold payment of any invoice because part of that invoice is in dispute.

 

6.7 Unless otherwise stated the Price does not include GST. In addition to the Price the Customer must pay to CoLab an amount equal to any GST CoLab must pay for any supply by CoLab under this or any other agreement for the sale of the Goods. The Customer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition, the Customer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

 

7. Delivery of Goods

 

7.1 Delivery (“Delivery”) of the Goods is taken to occur at the time that:

(a) the Customer or the Customer’s nominated carrier takes possession of the Goods at CoLab’s address; or

(b) CoLab (or CoLab’s nominated carrier) delivers the Goods to the Customer’s nominated address even if the Customer is not present at the address.

 

7.2 At CoLab’s sole discretion, the cost of delivery shall be:

(a) all purchase orders over three hundred dollars ($300) including GST are free into store (FIS) within Australian Capital cities and CoLab’s nominated Regional centres, excluding NT and WA;

(b) all purchase orders under three hundred dollars ($300) including GST, will incur a minimum delivery/freight charge of twenty dollars ($20) plus GST.

 

7.3 For all areas outside Australian Capital cities and CoLab’s nominated Regional centres, CoLab shall reserve the right to quote and charge a delivery/ freight charge that represents the true cost of freight for the requested purchase order, or the Customer may nominate their own carrier and costs accepted by the Customer.

 

7.4 Any time specified by CoLab for Delivery is an estimate only and CoLab will not be liable for any loss or damage incurred by the Customer as a result of any delay. However, both parties agree that they shall make every endeavour to enable the Goods to be supplied at the time and place as was arranged between both parties. In the event that CoLab is unable to supply the Goods as agreed solely due to any action or inaction of the Customer, then:

(a) any change in the date of Delivery will be accommodated to the extent that CoLab is able to accommodate it, but in the event the change necessitates any variation under clause 6.2, the extra expenses will be charged to the Customer; and/or

(b) CoLab shall be entitled to charge a reasonable fee for re-supplying the Goods at a later time and date.

 

7.5 CoLab may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.

 

7.6 The Customer warrants that any structures to which the Goods are to be affixed are able to withstand the installation thereof, and that any electrical connections (including, but not limited to, meter boxes, main switches, circuit breakers, and electrical cable) are of suitable capacity to handle the Goods once installed.

 

8. Risk

 

8.1 Risk of damage to or loss of the Goods passes to the Customer on Delivery and the Customer must insure the Goods on or before Delivery.

 

8.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, CoLab is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by CoLab is sufficient evidence of CoLab’s rights to receive the insurance proceeds without the need for any person dealing with CoLab to make further enquiries.

 

8.3 If the Customer requests CoLab to leave Goods outside CoLab’s premises for collection or to deliver the Goods to an unattended location, then such Goods shall be left at the Customer’s sole risk.

 

9. Specifications

 

9.1 Whilst CoLab shall endeavour to provide correct and accurate information in all datasheets, catalogues, brochures, instruction manuals, advertising materials and other documentation,all literature, is expressly illustrative and is by way of a general description of the Goods and CoLab shall not be held liable where errors and/or omissions may occur.

 

9.2 The Customer shall be responsible for ensuring that the Goods ordered are suitable for their intended use, as in some instances the Goods are made to order and CoLab offers no refund, either partial or fully, in the event of any cancellation by the Customer.

 

9.3 The Customer acknowledges and accepts that the supply of Goods for accepted orders may be subject to availability and if, for any reason, Goods are not, or cease to be, available, CoLab reserves the right to substitute comparable products (or components thereof) and vary the Price as per clause 6.2. In all such cases CoLab will notify the Customer in advance of any such substitution, and also reserves the right to place the Customer’s order on hold until such time as CoLab and the Customer agree to such changes.

 

10. Title

 

10.1 CoLab and the Customer agree that ownership of the Goods shall not pass until:

(a) the Customer has paid CoLab all amounts owing to CoLab; and

(b) the Customer has met all of its other obligations to CoLab.

 

10.2 Receipt by CoLab of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.

 

10.3 It is further agreed that, until ownership of the Goods passes to the Customer in accordance with clause 10.1:

(a) the Customer is only a bailee of the Goods and must return the Goods to CoLab on request.

(b) the Customer holds the benefit of the Customer’s insurance of the Goods on trust for CoLab and must pay to CoLab the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.

(c) the Customer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Customer sells, disposes or parts with possession of the Goods then the Customer must hold the proceeds of any such act on trust for CoLab and must pay or deliver the proceeds to CoLab on demand.

(d) the Customer should not convert or process the Goods or intermix them with other goods but if the Customer does so then the Customer holds the resulting product on trust for the benefit of CoLab and must sell, dispose of or return the resulting product to CoLab as it so directs.

(e) the Customer irrevocably authorises CoLab to enter any premises where CoLab believes the Goods are kept and recover possession of the Goods.

(f) CoLab may recover possession of any Goods in transit whether or not delivery has occurred.

(g) the Customer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of CoLab.

(h) CoLab may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.

 

11. Personal Property Securities Act 2009 (“PPSA”)

 

11.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.

 

11.2 Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods and/or collateral (account) – being a monetary obligation of the Customer to CoLab for Services – that have previously been supplied and that will be supplied in the future by CoLab to the Customer.

 

11.3 The Customer undertakes to:

(a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which CoLab may reasonably require to;

(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;

(ii) register any other document required to be registered by the PPSA; or

(iii) correct a defect in a statement referred to in clause 11.3(a) (i) or 11.3(a)(ii);

(b) indemnify, and upon demand reimburse, CoLab for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby;

(c) not register a financing change statement in respect of a security interest without the prior written consent of CoLab;

(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favour of a third party without the prior written consent of CoLab;

(e) immediately advise CoLab 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.

 

11.4 CoLab and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.

 

11.5 The Customer waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.

 

11.6 The Customer waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.

 

11.7 Unless otherwise agreed to in writing by CoLab, the Customer waives their right to receive a verification statement in accordance with section 157 of the PPSA.

 

11.8 The Customer must unconditionally ratify any actions taken by CoLab under clauses 11.3 to 11.5.

 

11.9 Subject to any express provisions to the contrary (including those contained in this clause 11) nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

 

12. Security and Charge

 

12.1 In consideration of CoLab agreeing to supply the Goods, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer either now or in the future, to secure the performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money).

 

12.2 The Customer indemnifies CoLab from and against all CoLab’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising CoLab’s rights under this clause.

 

12.3 The Customer irrevocably appoints CoLab and each director of CoLab as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 12 including, but not limited to, signing any document on the Customer’s behalf.

 

13. Damaged/Faulty Goods, Warranties and Returns and Claims, Competition and Consumer Act 2010 (CCA)

 

13.1 The Customer must inspect the Goods on delivery and must within seven (7) days of delivery notify CoLab in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Customer must notify any other alleged defect in the Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification the Customer must allow CoLab to inspect the Goods. A Goods Returned Authority number (GRA) will be issued by CoLab upon notification of Goods to be returned and shall accompany the Goods along with all other relevant documentation and a completed Warranty Claim Form.

 

13.2 The conditions applicable to the warranty given by clause 13.1 are as specified below:

(a) Damaged/Faulty Goods: CoLab, in its absolute discretion, agrees to repair or replace or credit Goods that have been approved by CoLab to be defective and in accordance with 13.1 and any instructions issued by CoLab. Suitable substitutes will be issued by CoLab in the case where the product is discontinued or no longer serviceable;

(b) Warranties: no warranties except those implied and which cannot be excluded by law are given by CoLab in respect of Goods and Services. Warranty periods vary, subject to the individual product, and negotiated warranty periods may apply to Services. Any product(s) that have been modified shall render all warranties null and void;

(c) Shortages: claims for “short deliveries” must be reported to CoLab in writing within seven (7) days of delivery of Goods and in accordance with 13.1, no claims for short deliveries will be accepted after this time. The Customer will be responsible insuring that the total number of cartons delivered corresponds exactly with the delivery docket and/ or the couriers consignment note;

(d) Pricing: claims for “incorrect pricing” must be reported to CoLab in writing within fourteen (14) days of delivery of Goods and/or date of invoice. CoLab reserves the right to reject any pricing claim submitted after fourteen (14) days of delivery of Goods and/or date of invoice.

(e) Goods not Required by the Customer: CoLab may in its absolute discretion accept non-defective Goods (excluding specials, project or discontinued Goods) for return in which case CoLab may require the Customer to pay handling fees of up to twenty five percent (25%) of the value of the returned Goods plus any freight costs and provide the GRA number and all other relevant documents pertaining to the Goods.

 

13.3 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-Excluded Guarantees).

 

13.4 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, CoLab makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Goods. CoLab’s liability in respect of these warranties is limited to the fullest extent permitted by law.

 

13.5 If the Customer is a consumer within the meaning of the CCA in respect of any expressed warranties and guarantees, CoLab’s liability is limited to the extent permitted by section 64A of Schedule 2 and being either for a twelve (12) month, three (3) year or five (5) year period.

 

13.6 If CoLab is required to replace the Goods under this clause or the CCA, but is unable to do so, CoLab may refund any money the Customer has paid for the Goods.

 

13.7 If the Customer is not a consumer within the meaning of the CCA, CoLab’s liability for any defect or damage in the Goods is:

(a) limited to the value of any express warranty or warranty documentation provided to the Customer by CoLab at CoLab’s sole discretion;

(b) limited to any warranty to which CoLab is entitled, if CoLab did not manufacture the Goods;

(c) otherwise negated absolutely.

 

13.8 At no time will a warranty be transferrable. Any warranty offered is made only to the original Customer who must produce the original sales invoice at the point of submitting a warranty claim.

 

13.9 Subject to this clause 13, returns will only be accepted provided that:

(a) the Customer has complied with the provisions of clause 13.1; and

(b) CoLab has agreed that the Goods are defective; and

(c) the Customer has obtained a CRA number from CoLab; and

(d) the Goods are returned within a reasonable time at the Customer’s reasonable cost; and

(e) the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.

 

13.10 Notwithstanding clauses 13.1 to 13.8 but subject to the CCA, CoLab shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:

(a) the Customer failing to properly maintain or store any Goods;

(b) the Customer using the Goods for any purpose other than that for which they were designed;

(c) the Customer continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably prudent operator or user;

(d) the Customer failing to follow any instructions or guidelines provided by CoLab;

(e) fair wear and tear, any accident, or act of God.

 

13.11 Notwithstanding anything contained in this clause if CoLab is required by a law to accept a return then CoLab will only accept a return on the conditions imposed by that law.

 

14. Third Party Claims

 

14.1 In the instance that CoLab’s Goods have been installed and then become defective, CoLab shall not be responsible for any electrical costs involved. The defective Goods shall be returned to CoLab in accordance with 13.1.

 

14.2 In the instance that CoLab’s Goods are agreed by CoLab as defective on a commercial job, CoLab reserves the right either reject or to use the following procedures to remedy and rectify the situation. CoLab may:

(a) use CoLab’s qualified staff and resources; or

(b) obtain a quotation for the remedial/rectification work to be completed on CoLab’s behalf, with the quotation to be signed off by CoLab’s management prior to commencement of the said work and a work order being issued.

 

14.3 Failure of the Customer to all the procedure in 14.2 to occur may result in CoLab not accepting any back charge claim made by the Customer.

 

15. Intellectual Property

 

15.1 Where CoLab has designed, drawn or developed Goods for the Customer, then the copyright in any designs and drawings and documents shall remain the property of CoLab. Under no circumstances may such designs, drawings and documents be used without the express written approval of CoLab.

 

15.2 The Customer warrants that all designs, specifications or instructions given to CoLab will not cause CoLab to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify CoLab against any action taken by a third party against CoLab in respect of any such infringement.

 

16. Protection of Reputation

 

16.1 Any misuse, misrepresentation or any other action that negatively impacts CoLab’s brand (including but not limited to online sales and/or marketing campaigns) which is deemed to damage and/or tarnish the reputation of CoLab’s brand, may result in CoLab mitigating that damage by refusing the Customer the right to continue to represent CoLab.

 

17. Default and Consequences of Default

 

17.1 Interest on overdue invoices may accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at CoLab’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

 

17.2 If the Customer owes CoLab any money, the Customer shall indemnify CoLab from and against all costs and disbursements incurred by CoLab in recovering the debt (including, but not limited to, internal administration fees, legal costs on a solicitor and own client basis, CoLab’s contract default fee, and bank dishonour fees).

 

17.3 Further to any other rights or remedies CoLab may have under this contract, if a Customer has made payment to CoLab, and the transaction is subsequently reversed, the Customer shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by CoLab under this clause 17 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Customer’s obligations under this agreement.

 

17.4 Without prejudice to CoLab’s other remedies at law CoLab shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to CoLab shall, whether or not due for payment, become immediately payable if:

(a) any money payable to CoLab becomes overdue, or in CoLab’s opinion the Customer will be unable to make a payment when it falls due;

(b) the Customer has exceeded any applicable credit limit provided by CoLab;

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

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

 

18. Right of Supply and Cancellation

 

18.1 Without prejudice to any other remedies CoLab may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions CoLab may suspend or terminate the supply of Goods to the Customer. CoLab will not be liable to the Customer for any loss or damage the Customer suffers because CoLab has exercised its rights under this clause.

 

18.2 CoLab may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Customer. On giving such notice CoLab shall repay to the Customer any money paid by the Customer for the Goods. CoLab shall not be liable for any loss or damage whatsoever arising from such cancellation.

 

18.3 In the event that the Customer cancels delivery of Goods the Customer shall be liable for any and all loss incurred (whether direct or indirect) by CoLab as a direct result of the cancellation (including, but not limited to, any loss of profits).

 

18.4 CoLab reserves the right to reject any cancellation of order for Goods (whether partially or wholly);

(a) Where the Goods supplied and/or to be supplied have been specially ordered by the Customer; or

(b) made to the Customer’s specifications; or

(c) for non-stock items.

 

19. Privacy Act 1988

 

19.1 The Customer agrees for CoLab to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name, address, D.O.B, occupation, previous credit applications, credit history) about the Customer in relation to credit provided by CoLab.

 

19.2 The Customer agrees that CoLab may exchange information about the Customer with those credit providers and with related body corporates for the following purposes:

(a) to assess an application by the Customer; and/or

(b) to notify other credit providers of a default by the Customer; and/or

(c) to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit providers; and/or

(d) to assess the creditworthiness of the Customer including the Customer’s repayment history in the preceding two (2) years.

 

19.3 The Customer consents to CoLab being given a consumer credit report to collect overdue payment on commercial credit.

 

19.4 The Customer agrees that personal credit information provided may be used and retained by CoLab for the following purposes (and for other agreed purposes or required by):

(a) the provision of Goods; and/or

(b) analysing, verifying and/or checking the Customer’s credit, payment and/ or status in relation to the provision of Goods; and/or

(c) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Customer; and/or

(d) enabling the collection of amounts outstanding in relation to the Goods.

 

19.5 CoLab may give information about the Customer to a CRB for the following purposes:

(a) to obtain a consumer credit report;

(b) allow the CRB to create or maintain a credit information file about the Customer including credit history.

 

19.6 The information given to the CRB may include:

(a) personal information as outlined in 19.1 above;

(b) name of the credit provider and that CoLab is a current credit provider to the Customer;

(c) whether the credit provider is a licensee;

(d) type of consumer credit;

(e) details concerning the Customer’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested);

(f) advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the Customer no longer has any overdue accounts and CoLab has been paid or otherwise discharged and all details surrounding that discharge (e.g. dates of payments);

(g) information that, in the opinion of CoLab, the Customer has committed a serious credit infringement;

(h) advice that the amount of the Customer’s overdue payment is equal to or more than one hundred and fifty dollars ($150).

 

19.7 The Customer shall have the right to request (by e-mail) from CoLab:

(a) a copy of the information about the Customer retained by CoLab and the right to request that CoLab correct any incorrect information; and

(b) that CoLab does not disclose any personal information about the Customer for the purpose of direct marketing.

 

19.8 CoLab will destroy personal information upon the Customer’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this agreement or is required to be maintained and/or stored in accordance with the law.

 

19.9 The Customer can make a privacy complaint by contacting CoLab via e-mail. CoLab will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that the Customer is not satisfied with the resolution provided, the Customer can make a complaint to the Information Commissioner at www.oaic.gov.au.

 

20. Service of Notices

 

20.1 Any written notice given under this contract shall be deemed to have been given and received:

(a) by handing the notice to the other party, in person;

(b) by leaving it at the address of the other party as stated in this contract;

(c) by sending it by registered post to the address of the other party as stated in this contract;

(d) if sent by facsimile transmission to the fax number of the other party as stated in this contract (if any), on receipt of confirmation of the transmission;

(e) if sent by email to the other party’s last known email address.

 

20.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.

 

21. Building and Construction Industry Security of Payments Act 1999

 

21.1 At CoLab’s sole discretion, if there are any disputes or claims for unpaid Goods and/or Services then the provisions of the Building and Construction Industry Security of Payments Act 1999 may apply.

 

21.2 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the Building and Construction Industry Security of Payments Act 1999 of New South Wales, except to the extent permitted by the Act where applicable.

 

22. General

 

22.1 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

 

22.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales in which CoLab has its principal place of business, and are subject to the jurisdiction of the Bankstown Local Court, New South Wales.

 

22.3 Subject to clause 13, CoLab shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by CoLab of these terms and conditions (alternatively CoLab’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).

 

22.4 The Customer agrees that CoLab may amend these terms and conditions by notifying the Customer in writing. These changes shall be deemed to take effect from the date on which the Customer accepts such changes, or otherwise at such time as the Customer makes a further request for CoLab to provide Goods to the Customer.

 

22.5 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.

 

22.6 Both parties warrant that they have the power to enter into this agreement and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this agreement creates binding and valid legal obligations on them.