Terms and Conditions

Armoury Group terms and conditions of trade

1. Definitions

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

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

1.3 “Price” means the Price payable for the Goods and/or Equipment hire as agreed between ARMOURY GROUP and the Buyer in accordance with clause 5 below.

2. Acceptance

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

2.2 These terms and conditions may only be amended with Armoury Group’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Buyer and Armoury Group.

2.3 The Buyer acknowledges and accepts that Armoury Group at their discretion, reserves the right not to supply Goods if, for any reason (including but not limited to, where the Goods are not or cease to be available, account disputes or conditions placed

on Armoury Group by their suppliers). Armoury Group shall not be liable to the Buyer for any loss or damage the Buyer suffers due to Armoury Group exercising its rights under this clause.

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 Buyer shall give Armoury Group no less than fourteen (14) days prior written notice of any proposed change of ownership of the Buyer and/or any other change in the Buyer’s details (including but not limited to, changes in the Buyer’s name,

address, contact phone or fax number/s, or business practice). The Buyer shall be liable for any loss incurred by Armoury Group as a result of the Buyer’s failure to comply with this clause.

5. Price and Payment

5.1 At Armoury Group’s sole discretion, the Price shall be either:

(i) as indicated on any invoice provided by Armoury Group to the Buyer; or

(ii) the Price as at the date of delivery of the Goods/Equipment according to Armoury Group’s current price list; or

(iii) Armoury Group’s quoted price (subject to clause 5.2) which will be valid for the period stated in the quotation or otherwise for a period of seven (7) days.

5.2 Armoury Group reserves the right to change the Price if a variation to Armoury Group’s quotation is requested. Any variation from the plan of scheduled Services or specifications of the Goods (including, but not limited to, any variation as a result of

fluctuations in currency exchange rates or increases to Armoury Group in the cost of taxes, levies, materials, and labour) will be charged for on the basis of Armoury Group’s quotation and will be shown as variations on the invoice.

5.3 At Armoury Group’s sole discretion, a deposit may be required.

5.4 Time for payment for the Goods/Equipment being of the essence, the Price will be payable by the Buyer on the date/s determined by Armoury Group, which may be:

(i) on delivery of the Goods/Equipment.

(ii) by way of instalments/progress payments in accordance with Armoury Group’s payment schedule.

(iii) seven (7) days following the end of the month in which a statement is posted to the Buyer’s address or address for notices.

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

(v) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Buyer by Armoury Group.

5.5 Payment may be made by cash, bank cheque, electronic/on-line banking, credit card (plus a surcharge of up to two and a half percent (2.5%) of the Price), or by any other method as agreed to between the Buyer and Armoury Group.

5.6 Unless otherwise stated the Price does not include GST. In addition to the Price the Buyer must pay to ARMOURY GROUP an amount equal to any GST ARMOURY GROUP must pay for any supply by ARMOURY GROUP under this or any other agreement

for the sale of the Goods/hire of the Equipment. The Buyer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Buyer pays the Price. In addition, the Buyer 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.

6. Delivery of Goods/Equipment

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

(i) the Buyer or the Buyer’s nominated carrier takes possession of the Goods/Equipment at ARMOURY GROUP’s address; or

(ii) ARMOURY GROUP (or ARMOURY GROUP’s nominated carrier) delivers the Goods/Equipment to the Buyer’s nominated address even if the Buyer is not present at the address.

6.2 At ARMOURY GROUP’s sole discretion, the cost of delivery is included in the Price.

6.3 The Buyer must take delivery by receipt or collection of the Goods/Equipment whenever either is tendered for delivery. In the event that the Buyer is unable to take delivery of the Goods/Equipment as arranged then ARMOURY GROUP shall be entitled

to charge a reasonable fee for redelivery of the Goods/Equipment and/or the storage of the Goods.

6.4 ARMOURY GROUP may deliver the Goods/Equipment in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.

6.5 Any time or date given by ARMOURY GROUP to the Buyer is an estimate only. The Buyer must still accept delivery of the Goods/Equipment even if late and ARMOURY GROUP will not be liable for any loss or damage incurred by the Buyer as a result of

the delivery being late.

7. Risk

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

7.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Buyer, ARMOURY GROUP is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by

ARMOURY GROUP is sufficient evidence of ARMOURY GROUP’s rights to receive the insurance proceeds without the need for any person dealing with ARMOURY GROUP to make further enquiries.

7.3 If the Buyer requests ARMOURY GROUP to leave Goods outside ARMOURY GROUP’s premises for collection or to deliver the Goods to an unattended location, then such Goods shall be left at the Buyer’s sole risk.

7.4 Any advice, recommendation, information, assistance or service provided by ARMOURY GROUP in relation to Goods or Services supplied is given in good faith, is based on ARMOURY GROUP’s own knowledge and experience and shall be accepted

without liability on the part of ARMOURY GROUP and it shall be the responsibility of the Buyer to confirm the accuracy and reliability of the same in light of the use to which the Buyer makes or intends to make of the Goods or Services.

8. Title to Goods

8.1 ARMOURY GROUP and the Buyer agree that ownership of the Goods shall not pass until:

(i) the Buyer has paid ARMOURY GROUP all amounts owing to ARMOURY GROUP; and

(ii) the Buyer has met all of its other obligations to ARMOURY GROUP.

8.2 Receipt by ARMOURY GROUP 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.

8.3 It is further agreed that:

(i) until ownership of the Goods passes to the Buyer in accordance with clause 8.1 that the Buyer is only a bailee of the Goods and must return the Goods to ARMOURY GROUP on request.

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

(iii) the Buyer 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 Buyer sells, disposes, or parts with possession of the Goods then the Buyer must hold the

proceeds of any such act on trust for ARMOURY GROUP and must pay or deliver the proceeds to ARMOURY GROUP on demand.

(iv) the Buyer should not convert or process the Goods or intermix them with other goods but if the Buyer does so then the Buyer holds the resulting product on trust for the benefit of ARMOURY GROUP and must sell, dispose of, or return the resulting

product to ARMOURY GROUP as it so directs.

(v) the Buyer irrevocably authorises ARMOURY GROUP to enter any premises where ARMOURY GROUP believes the Goods are kept and recover possession of the Goods.

(vi) ARMOURY GROUP may recover possession of any Goods in transit whether or not delivery has occurred.

(vii) the Buyer 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 ARMOURY GROUP.

(viii) ARMOURY GROUP may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Buyer.

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

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

9.2 Upon assenting to these terms and conditions in writing the Buyer 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/Equipment and/or

collateral (account)

– being a monetary obligation of the Buyer to ARMOURY GROUP for Services – that have previously been supplied and that will be supplied in the future by ARMOURY GROUP to the Buyer.

9.3 The Buyer undertakes to:

(i) 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 ARMOURY GROUP 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 9.2(a)(i) or 9.2(a)(ii).

(ii) indemnify, and upon demand reimburse, ARMOURY GROUP 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/Equipment charged thereby.

(iii) not register a financing change statement in respect of a security interest without the prior written consent of ARMOURY GROUP.

(iv) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods/Equipment and/or collateral (account) in favour of a third party without the prior written consent of ARMOURY GROUP.

(v) immediately advise ARMOURY GROUP of any material change in its business practices of selling Goods which would result in a change in the nature of proceeds derived from such sales.

9.4 ARMOURY GROUP and the Buyer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.

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

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

9.7 Unless otherwise agreed to in writing by ARMOURY GROUP, the Buyer waives their right to receive a verification statement in accordance with section 157 of the PPSA.

9.8 The Buyer must unconditionally ratify any actions taken by ARMOURY GROUP under clauses 9.2 to 9.5.

9.9 Subject to any express provisions to the contrary nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

10. Security and Charge

10.1 In consideration of ARMOURY GROUP agreeing to supply the Goods/Equipment, the Buyer 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 Buyer either now

or in the future, to secure the performance by the Buyer of its obligations under these terms and conditions (including, but not limited to, the payment of any money).

10.2 The Buyer indemnifies ARMOURY GROUP from and against all ARMOURY GROUP’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising ARMOURY GROUP’s rights under this clause.

10.3 The Buyer irrevocably appoints ARMOURY GROUP and each director of ARMOURY GROUP as the Buyer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 10 including, but not limited to, signing any

document on the Buyer’s behalf.

11. Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)

11.1 The Buyer must inspect the Goods/Equipment on delivery and must within seven (7) days of delivery notify ARMOURY GROUP in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Buyer

must notify any other alleged defect in the Goods/Equipment as soon as reasonably possible after any such defect becomes evident. Upon such notification the Buyer must allow ARMOURY GROUP to inspect the Goods/Equipment.

11.2 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).

11.3 ARMOURY GROUP acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.

11.4 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, ARMOURY GROUP makes no warranties or other representations under these terms and conditions including but not limited to the quality or

suitability of the Goods/Equipment. ARMOURY GROUP’s liability in respect of these warranties is limited to the fullest extent permitted by law.

11.5 If the Buyer is a consumer within the meaning of the CCA, ARMOURY GROUP’s liability is limited to the extent permitted by section 64A of Schedule 2.

11.6 If ARMOURY GROUP is required to replace the Goods under this clause or the CCA, but is unable to do so, ARMOURY GROUP may refund any money the Buyer has paid for the Goods.

11.7 If the Buyer is not a consumer within the meaning of the CCA, ARMOURY GROUP’s liability for any defect or damage in the Goods is:

(i) limited to the value of any express warranty or warranty card provided to the Buyer by ARMOURY GROUP at ARMOURY GROUP’s sole discretion.

(ii) limited to any warranty to which ARMOURY GROUP is entitled, if ARMOURY GROUP did not manufacture the Goods.

(iii) otherwise negated absolutely.

11.8 Subject to this clause 11, returns will only be accepted provided that:

(i) the Buyer has complied with the provisions of clause 11.1; and

(ii) ARMOURY GROUP has agreed that the Goods are defective; and

(iii) the Goods are returned within a reasonable time at the Buyer’s cost (if that cost is not significant); and

(iv) the Goods are returned in as close a condition to that in which they were delivered as is possible.

11.9 Notwithstanding clauses 11.1 to 11.8 but subject to the CCA, ARMOURY GROUP shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:

(i) the Buyer failing to properly maintain or store any Goods/Equipment.

(ii) the Buyer using the Goods/Equipment for any purpose other than that for which they were designed.

(iii) the Buyer continuing the use of the Goods/Equipment after any defect became apparent or should have become apparent to a reasonably prudent operator or user.

(iv) the Buyer failing to follow any instructions or guidelines provided by ARMOURY GROUP.

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

11.10 In the case of second-hand Goods, unless the Buyer is a consumer under the CCA, the Buyer acknowledges that it has had full opportunity to inspect the second-hand Goods prior to delivery and accepts them with all faults and that to the extent

permitted by law no warranty is given by ARMOURY GROUP as to the quality or suitability for any purpose and any implied warranty, statutory or otherwise, is expressly excluded. The Buyer acknowledges and agrees that ARMOURY GROUP has agreed to

provide the Buyer with the second-hand Goods and calculated the Price of the second-hand Goods in reliance of this clause 11.10.

11.11 ARMOURY GROUP may in its absolute discretion accept non-defective Goods for return in which case ARMOURY GROUP may require the Buyer to pay handling fees of up to ten percent (10%) of the value of the returned Goods plus any freight costs.

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

12. Intellectual Property

12.1 Where ARMOURY GROUP has designed, drawn, or developed Goods/Equipment for the Buyer, then the copyright in any designs and drawings and documents shall remain the property of ARMOURY GROUP.

12.2 The Buyer warrants that all designs, specifications, or instructions given to ARMOURY GROUP will not cause ARMOURY GROUP to infringe any patent, registered design, or trademark in the execution of the Buyer’s order and the Buyer agrees to

indemnify ARMOURY GROUP against any action taken by a third party against ARMOURY GROUP in respect of any such infringement.

12.3 The Buyer agrees that ARMOURY GROUP may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings, or Goods which ARMOURY GROUP has created for the Buyer.

13. Default and Consequences of Default

13.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at ARMOURY GROUP’s sole discretion such interest shall

compound monthly at such a rate) after as well as before any judgment.

13.2 If the Buyer owes ARMOURY GROUP any money the Buyer shall indemnify ARMOURY GROUP from and against all costs and disbursements incurred by ARMOURY GROUP in recovering the debt (including but not limited to internal administration fees,

legal costs on a solicitor and own client basis, ARMOURY GROUP’s contract default fee, and bank dishonour fees).

13.3 Further to any other rights or remedies ARMOURY GROUP may have under this contract, if a Buyer has made payment to ARMOURY GROUP by credit card, and the transaction is subsequently reversed, the Buyer shall be liable for the amount of the

reversed transaction, in addition to any further costs incurred by ARMOURY GROUP under this clause 13 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Buyer’s obligations under this agreement.

13.4 Without prejudice to any other remedies ARMOURY GROUP may have, if at any time the Buyer is in breach of any obligation (including those relating to payment) under these terms and conditions ARMOURY GROUP may suspend or terminate the

supply of Goods/Equipment to the Buyer. ARMOURY GROUP will not be liable to the Buyer for any loss or damage the Buyer suffers because ARMOURY GROUP has exercised its rights under this clause.

13.5 Without prejudice to ARMOURY GROUP’s other remedies at law ARMOURY GROUP shall be entitled to cancel all or any part of any order of the Buyer which remains unfulfilled and all amounts owing to ARMOURY GROUP shall, whether or not due for

payment, become immediately payable if:

(i) any money payable to ARMOURY GROUP becomes overdue, or in ARMOURY GROUP’s opinion the Buyer will be unable to make a payment when it falls due.

(ii) the Buyer 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

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

14. Cancellation

14.1 ARMOURY GROUP may cancel any contract to which these terms and conditions apply or cancel delivery of Goods/Equipment at any time before the Goods/Equipment are due to be delivered by giving written notice to the Buyer. On giving such

notice ARMOURY GROUP shall repay to the Buyer any money paid by the Buyer for the Goods/Equipment. ARMOURY GROUP shall not be liable for any loss or damage whatsoever arising from such cancellation.

14.2 In the event that the Buyer cancels delivery of the Goods/Equipment the Buyer shall be liable for any and all loss incurred (whether direct or indirect) by ARMOURY GROUP as a direct result of the cancellation (including, but not limited to, any loss of

profits).

14.3 Cancellation of orders for Goods/Equipment made to the Buyer’s specifications, or for non- stock list items, will definitely not be accepted once production has commenced, or an order has been placed.

15. Dispute Resolution

If a dispute arises between the parties to this contract, then either party shall send to the other party a notice of dispute in writing adequately identifying and providing details of the dispute. Within fourteen (14) days after service of a notice of dispute,

the parties shall confer at least once, to attempt to resolve the dispute. At any such conference each party shall be represented by a person having authority to agree to a resolution of the dispute. In the event that the dispute cannot be so resolved either

party may by further notice in writing delivered by hand or sent by certified mail to the other party refer such dispute to arbitration. Any arbitration shall be:

(i) referred to a single arbitrator to be nominated by the President of the Institute of Arbitrators Australia; and

(ii) conducted in accordance with the Institute of Arbitrators Australia Rules for the Conduct of Commercial Arbitration

16. Privacy Act 1988

16.1 The Buyer agrees for ARMOURY GROUP 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 Buyer in relation

to credit provided by ARMOURY GROUP.

16.2 The Buyer agrees that ARMOURY GROUP may exchange information about the Buyer with those credit providers and with related body corporates for the following purposes:

(i) to assess an application by the Buyer; and/or

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

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

(iv) to assess the creditworthiness of the Buyer including the Buyer’s repayment history in the preceding two years.

16.3 The Buyer consents to ARMOURY GROUP being given a consumer credit report to collect overdue payment on commercial credit.

16.4 The Buyer agrees that personal credit information provided may be used and retained by ARMOURY GROUP for the following purposes (and for other agreed purposes or required by):

(i) the provision of Goods/Equipment; and/or

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

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

(iv) enabling the collection of amounts outstanding in relation to the Goods/Equipment.

16.5 ARMOURY GROUP may give information about the Buyer to a CRB for the following purposes:

(i) to obtain a consumer credit report.

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

16.6 The information given to the CRB may include:

(i) personal information as outlined in 16.1 above.

(ii) name of the credit provider and that ARMOURY GROUP is a current credit provider to the Buyer.

(iii) whether the credit provider is a licensee.

(iv) type of consumer credit.

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

(vi) 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 Buyer no longer has any overdue accounts and ARMOURY GROUP has been paid or otherwise discharged and all details surrounding that discharge (e.g., dates of payments).

(vii) information that, in the opinion of ARMOURY GROUP, the Buyer has committed a serious credit infringement.

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

16.7 The Buyer shall have the right to request (by e-mail) from ARMOURY GROUP:

(i) a copy of the information about the Buyer retained by ARMOURY GROUP and the right to request that ARMOURY GROUP correct any incorrect information; and

(ii) that ARMOURY GROUP does not disclose any personal information about the Buyer for the purpose of direct marketing.

16.8 ARMOURY GROUP will destroy personal information upon the Buyer’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.

16.9 The Buyer can make a privacy complaint by contacting ARMOURY GROUP via e-mail. ARMOURY GROUP 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 Buyer is not satisfied with the resolution provided, the Buyer can make a complaint to the Information Commissioner at www.oaic.gov.au.

17. Unpaid Seller’s Rights

17.1 Where the Buyer has left any item with ARMOURY GROUP for repair, modification, exchange or for ARMOURY GROUP to perform any other service in relation to the item and ARMOURY GROUP has not received or been tendered the whole of any

moneys owing to it by the Buyer, ARMOURY GROUP shall have, until all moneys owing to ARMOURY GROUP are paid:

(i) a lien on the item; and

(ii) the right to retain or sell the item, such sale to be undertaken in accordance with any legislation applicable to the sale or disposal of uncollected goods.

17.2 The lien of ARMOURY GROUP shall continue despite the commencement of proceedings, or judgment for any moneys owing to ARMOURY GROUP having been obtained against the Buyer.

18. Equipment Hire

18.1 Equipment shall at all times remain the property of ARMOURY GROUP and is returnable on demand by ARMOURY GROUP. In the event that Equipment is not returned to ARMOURY GROUP in the condition in which it was delivered ARMOURY GROUP

retains the right to charge the Buyer the full cost of repairing the Equipment. In the event that Equipment is not returned at all ARMOURY GROUP shall have right to charge the Buyer the full cost of replacing the Equipment.

18.2 The Buyer shall.

(i) keep the Equipment in their own possession and control and shall not assign the benefit of the Equipment nor be entitled to a lien over the Equipment.

(ii) not alter or make any additions to the Equipment including but without limitation altering, make any additions to, defacing or erasing any identifying mark, plate, or number on or in the Equipment or in any other manner interfere with the Equipment.

(iii) keep the Equipment, complete with all parts and accessories, clean and in good order as delivered, and shall comply with any maintenance schedule as advised by ARMOURY GROUP to the Buyer.

18.3 The Buyer accepts full responsibility for the safekeeping of the Equipment and the Buyer agrees to insure, or self-insure, ARMOURY GROUP’s interest in the Equipment and agrees to indemnify ARMOURY GROUP against physical loss or damage

including, but not limited to, the perils of accident, fire, theft and burglary and all other usual risks and will affect adequate Public Liability Insurance covering any loss, damage or injury to property or persons arising out of the use of the Equipment.

Further the Buyer will not use the Equipment nor permit it to be used in such a manner as would permit an insurer to decline any claim.

19. General

19.1 The failure by ARMOURY GROUP to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect ARMOURY GROUP’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.

19.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales, the state in which ARMOURY GROUP has its principal place of business and are subject to the jurisdiction of the Richmond Courts in

that state.

19.3 Subject to clause 11 ARMOURY GROUP shall be under no liability whatsoever to the Buyer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by ARMOURY GROUP of these

terms and conditions (alternatively ARMOURY GROUP’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods/Equipment hire).

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

19.5 ARMOURY GROUP may license or sub-contract all or any part of its rights and obligations without the Buyer’s consent.

19.6 The Buyer agrees that ARMOURY GROUP may amend these terms and conditions at any time. If ARMOURY GROUP makes a change to these terms and conditions, then that change will take effect from the date on which ARMOURY GROUP notifies

the Buyer of such change. The Buyer will be taken to have accepted such changes if the Buyer makes a further request for ARMOURY GROUP to provide Goods/Equipment to the Buyer.

19.7 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.

19.8 The Buyer warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent, and that this agreement creates binding and valid legal obligations on it.