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Loganholme

The CNCW Trust t/a 2 Fold

Terms & Conditions of Trade

1. Definitions

1.1 "Seller" means The CNCW Trust ABN: 41 217 732 621 trading as 2 Fold, its successors and assigns or any person acting on behalf of and with the authority of The CNCW Trust ABN: 41 217 732 621 trading as 2 Fold. "Customer" means the person/s or any person acting with the authority of the Customer requesting the Seller to provide the Goods and/or Services as specified in any proposal, quotation, order, invoice or other documentation, and: (a) if there is more than one Customer, is a reference to each Customer jointly and severally; and (b) if the Customer is a part of a Trust, shall be bound in their capacity as a trustee; and (c) includes the Customer's executors, administrators, successors and permitted assigns. 1.2 "Delivery" with respect to Goods has the meaning given by clause 6.1. 1.3 "Goods" means all Goods supplied by the Seller to the Customer at the Customer's request from time to time (where the context so permits shall include any supply of Services as defined below). 1.4 "GST" means Goods and Services Tax as defined within the A New Tax System (Goods and Services Tax) Act 1999 (Cth). 1.5 "Non-Exclusive Guarantees" has the meaning given by clause 13.2. 1.6 "PPSA" means the Personal Property Securities Act 2009 (Cth). 1.7 "Price" means the Price (plus any GST where applicable) for the Goods and/or Services as agreed between the Seller and the Customer in accordance with clause 5 below. 1.8 "Services" means all Services supplied by the Seller to the Customer and any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).

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: (a) places an order for a supply of Goods, or (b) places an order for or accepts the provision of Services. 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 contract between the Customer and the Seller. 2.3 Any advice, recommendation, information, assistance or service provided by the Seller in relation to Goods or Services supplied is given in good faith, is based on the Seller's own knowledge and experience and shall be accepted without liability on the part of the Seller and it shall be the responsibility of the Customer to confirm the accuracy and reliability of the same in light of the use to which the Customer makes or intends to make of the Goods or Services. 2.4 The Customer acknowledges that the supply of Goods on credit shall not take effect until the Customer has completed a credit application with the Seller and it has been approved with a credit limit established for the account. 2.5 In the event that the supply of Goods request exceeds the Customer's credit limit and/or the account exceeds the payment terms, the Seller reserves the right to refuse delivery. 2.6 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, the Seller reserves the right to vary the Price with alternative Goods. 2.7 In the event the Customer requests a variation of Goods or Services pursuant to clause 5.2, the Seller also reserves the right to halt all Services until such time as the Seller and the Customer agree to such changes. 2.8 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 14 of the Electronic Transactions (Queensland) Act 2001 (Qld) or any other applicable provisions of that Act or any Regulations referred to in that Act.

3. Errors and Omissions

3.1 The Customer acknowledges and accepts that the Seller shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s): (a) resulting from an inadvertent mistake made by the Seller in the formation and/or administration of this contract; and/or (b) contained in/omitted from any literature (hard copy and/or electronic) supplied by the Seller in respect of the Services. 3.2 In the event such an error and/or omission occurs in accordance with clause 3.1, and is not attributable to the negligence and/or wilful misconduct of the Seller, the Customer shall not be entitled to treat this contract as repudiated nor render it invalid.

4. Change in Control

4.1 The Customer shall give the Seller 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, email address, contact phone or fax number/s, change of trustees or business practice). The Customer shall be liable for any loss incurred by the Seller as a result of the Customer's failure to comply with this clause.

5. Price and Payment

5.1 At the Seller's sole discretion, the Price shall be either: (a) as indicated on any invoice provided by the Seller to the Customer; or (b) the Price as at the date of delivery of the Goods according to the Seller's current price list; or (c) the Seller'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 thirty (30) days. 5.2 The Seller reserves the right to change the Price if a variation to the Seller's quotation is requested. Any variation from the plan of scheduled Goods or Services or specifications (including, but not limited to, for additional Services required due to difficulties beyond the control of the Seller such as non-access to execute delivery to the Client as arranged) shall incur a redelivery fee in accordance with clause 6.3 and/or as a result of increases to the Seller in the cost of materials and labour) will be charged for on the basis of the Seller's quotation, and shall be detailed in writing, and shown as variations on the Seller's invoice. The Customer shall be required to respond to any variation submitted by the Seller within ten (10) working days. Failure to do so will entitle the Seller 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. 5.3 At the Seller's sole discretion, a non-refundable deposit may be required. 5.4 Time for payment for the Goods being of the essence, the Price will be payable by the Customer on the date/s determined by the Seller, which may be: (a) before delivery of the Goods; (b) by way of instalments/progress payments in accordance with the Seller's payment schedule; (c) the 30th day of the following month after the purchase of Goods or supply of Services; (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 the Seller. 5.5 Payment may be made by cash, bank cheque, electronic/online banking, credit card (a surcharge may apply per transaction), or by any other method as agreed between the Customer and the Seller. 5.6 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 the Seller nor to withhold payment of any invoice because part of that invoice is in dispute. 5.7 Unless otherwise stated the Price does not include GST.

6. Delivery of Goods

6.1 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 the Seller's address; or (b) the Seller (or the Seller's nominated carrier) delivers the Goods to the Customer's nominated address even if the Customer is not present at the address. 6.2 At the Seller's sole discretion, the cost of Delivery is included in the Price. 6.3 Any time specified by the Seller for Delivery of the Goods is an estimate only. The Customer must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. The Seller will not be liable for any loss or damage incurred by the Customer as a result of delivery being late. In the event that the Customer is unable to take delivery of the Goods as arranged then the Seller shall be entitled to charge a reasonable fee for redelivery and/or storage. 6.4 The Seller may deliver the Goods in separate instalments. 6.5 The Customer shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or lesser than the quantity purchased provided that: (a) such discrepancy in quantity shall not exceed five percent (5%); and (b) the Price shall be adjusted pro rata to the discrepancy. 6.6 At the Seller's sole discretion, the Customer shall be liable for all costs incurred by the Seller and/or the Seller's nominated carrier from the time they depart from, and until they return to, their normal place of work (including, but not limited to, mileage and time calculated at the Seller's standard rates).

7. Risk

7.1 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. 7.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, the Seller is entitled to receive all insurance proceeds payable for the Goods. 7.3 If the Customer requests the Seller to leave Goods outside the Seller'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. 7.4 The Customer acknowledges that Goods (including but not limited to timber, gravel, mulches, soil & concrete) supplied may exhibit variations in shade tone, colour, texture, size, consistency, surface and finish, and may fade or change colour over time. The Seller will make every effort to match batches of product supplied in order to minimise such variations but shall not be liable in any way whatsoever where such variations occur.

8. Accuracy of Customer's Plans and Measurements

8.1 The Seller shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the Customer. The Customer acknowledges and agrees that in the event that any of this information provided by the Customer is inaccurate, the Seller accepts no responsibility for any loss, damages, or costs however resulting from these inaccurate plans, specifications or other information. 8.2 In the event the Customer gives information relating to measurements and quantities of the Goods required to complete the Services, it is the Customer's responsibility to verify the accuracy of the measurements and quantities, before the Customer or Seller places an order based on these measurements and quantities. The Seller accepts no responsibility for any loss, damages, or costs however resulting from the Customer's failure to comply with this clause.

9. Access/Damage

9.1 Where a Customer has requested that Goods are delivered to a nominated delivery address, the Customer shall ensure that the Seller has clear and free access to that address at all times to enable them to undertake the Services. 9.2 The Seller shall not be liable for any loss or damage to the nominated delivery address (including, without limitation, damage to pathways, driveways, kerb, and concreted or paved or grassed areas) unless due to the gross negligence of the Seller. 9.3 The Seller may effect delivery to the kerbside adjacent the nominated delivery address where there is no crossover to the site approved by the relevant local authority and/or where it is in the Seller's opinion deemed to be unsafe or unreasonable.

10. Title

10.1 The Seller and the Customer agree that ownership of the Goods shall not pass until: (a) the Customer has paid the Seller all amounts owing to the Seller; and (b) the Customer has met all of its other obligations to the Seller. 10.2 Receipt by the Seller 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 the Seller on request; (b) the Customer holds the benefit of the Customer's insurance of the Goods on trust for the Seller and must pay to the Seller 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 the Seller and must pay or deliver the proceeds to the Seller 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 the Seller and must sell, dispose of or return the resulting product to the Seller as it so directs; (e) the Customer irrevocably authorises the Seller to enter any premises where the Seller believes the Goods are kept and recover possession of the Goods; (f) the Seller 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 the Seller; (h) the Seller 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 the words financing statement, financing change statement, security agreement, and security interest have the same meaning as given to them 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 the Seller for Services - that have previously been supplied and that will be supplied in the future by the Seller 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 the Seller 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, the Seller 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 the Seller; (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 the Seller; (e) immediately advise the Seller 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 The Seller 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 the Seller, 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 the Seller under this clause 11. 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 the Seller agreeing to supply the Goods and/or Services, the Customer charges in favour of the Seller 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 the Seller from and against all the Seller's costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising the Seller's rights under this clause. 12.3 The Customer agrees that it shall be entitled to lodge, where appropriate, a caveat over any of the Customer's property until such time that all moneys owing under this charge have been paid in full. 12.4 The Customer irrevocably appoints the Seller, each director of the Seller, and any solicitor engaged by the Seller 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 and registering a caveat or any document on the Customer's behalf.

13. Defects, Warranties and Returns; Competition and Consumer Act 2010 (Cth) ("CCA")

13.1 The Customer must inspect the Goods on delivery and must within seven (7) days of delivery notify the Seller 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 the Seller to inspect the Goods. 13.2 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"). 13.3 The Seller acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees. 13.4 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, the Seller makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Goods. The Seller'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, the Seller's liability is limited to the extent permitted by section 64A of Schedule 2 CCA. 13.6 If the Seller is required to replace the Goods under this clause or the CCA, but is unable to do so, the Seller 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, the Seller's liability for any defect or damage in the Goods is: (a) limited to the value of any express warranty or warranty card provided to the Customer by the Seller at the Seller's sole discretion; (b) limited to any warranty to which the Seller is entitled, if the Seller did not manufacture the Goods; (c) otherwise negated absolutely. 13.8 Subject to this clause 13, returns of Goods will only be accepted provided that: (a) the Customer has complied with the provisions of clause 13.1; and (b) the Seller has agreed that the Goods are defective; and (c) the Goods are returned within a reasonable time at the Customer's cost (if that cost is not significant); and (d) the Goods are returned in as close a condition to that in which they were delivered as is possible. 13.9 Notwithstanding clauses 13.1 to 13.8 but subject to the CCA, the Seller 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 the Seller; (e) fair wear and tear, any accident, or act of God (including but not limited to weather events). 13.10 The Seller may in its absolute discretion accept non-defective Goods for return in which case the Seller may require the Customer to pay handling fees of up to thirty percent (30%) of the value of the returned Goods plus any freight costs. 13.11 Notwithstanding anything contained in this clause if the Seller is required by a law to accept a return then the Seller will only accept a return on the conditions imposed by that law. 13.12 Subject to clause 13.1, Goods which consist of customised, or non-stocklist items or incidental items made or ordered to the Customer's specifications are not acceptable for credit or return.

14. Default and Consequences of Default

14.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at the Seller's sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment. 14.2 If the Customer owes the Seller any money the Customer shall indemnify the Seller from and against all costs and disbursements incurred by the Seller in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, the Seller's contract default fee, and bank dishonour fees). 14.3 Further to any other rights or remedies the Seller may have under this contract, if a Customer has made payment to the Seller, 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 the Seller under this clause 14 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Customer's obligations under this contract. 14.4 Without prejudice to the Seller's other remedies at law the Seller shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to the Seller shall, whether or not due for payment, become immediately payable if: (a) any money payable to the Seller becomes overdue, or in the Seller's opinion the Customer will be unable to make a payment when it falls due; (b) 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 (other than as specified in the amendments to the Corporations Act 2001 (Cth) enacted by Part 2 of the Treasury Law Amendment (2017 Enterprise Incentives No. 2) Act 2017 (Cth)); or (c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

15. Cancellation

15.1 Without prejudice to any other remedies the Seller may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions the Seller may suspend or terminate the supply of Goods or provision of Services to the Customer. The Seller will not be liable to the Customer for any loss or damage the Customer suffers because the Seller has exercised its rights under this clause. 15.2 The Seller 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 the Seller shall repay to the Customer any money paid by the Customer for the Goods. The Seller shall not be liable for any loss or damage whatsoever arising from such cancellation. 15.3 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 the Seller as a direct result of the cancellation (including, but not limited to, any loss of profits). 15.4 Cancellation of orders for Goods made to the Customer's specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.

16. Privacy Act 1988 (Cth)

16.1 The Customer agrees for the Seller 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 the Seller. 16.2 The Customer agrees that the Seller 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. 16.3 The Customer consents to the Seller being given a consumer credit report to collect overdue payment on commercial credit. 16.4 The Customer agrees that personal credit information provided may be used and retained by the Seller for the following purposes (and for other agreed purposes or as 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. 16.5 The Seller 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. 16.6 The information given to the CRB may include: personal information; the name of the credit provider and that the Seller is a current credit provider; whether the credit provider is a licensee; type of consumer credit; 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); 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 the Seller has been paid or otherwise discharged and all details surrounding that discharge; information that, in the opinion of the Seller, the Customer has committed a serious credit infringement; advice that the amount of the Customer's overdue payment is equal to or more than one hundred and fifty dollars ($150). 16.7 The Customer shall have the right to request (by e-mail) from the Seller: (a) a copy of the information about the Customer retained by the Seller and the right to request that the Seller correct any incorrect information; and (b) that the Seller does not disclose any personal information about the Customer for the purpose of direct marketing. 16.8 The Seller will destroy personal information upon the Customer's request (by e-mail) if it is no longer required unless it is required in order to fulfil the obligations of this contract or is required to be maintained and/or stored in accordance with the law. 16.9 The Customer can make a privacy complaint by contacting the Seller via e-mail. The Seller 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 Office of the Australian Information Commissioner at www.oaic.gov.au.

17. Service of Notices

17.1 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. 17.2 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.

18. Trusts

18.1 If the Customer at any time upon or subsequent to entering in to the contract is acting in the capacity of trustee of any trust ("Trust") then whether or not the Seller may have notice of the Trust, the Customer covenants with the Seller as follows: (a) the contract extends to all rights of indemnity which the Customer now or subsequently may have against the Trust and the trust fund; (b) the Customer has full and complete power and authority under the Trust to enter into the contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Customer against the Trust or the trust fund. The Customer will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity. (c) the Customer will not without consent in writing of the Seller (the Seller will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events: (i) the removal, replacement or retirement of the Customer as trustee of the Trust; (ii) any alteration to or variation of the terms of the Trust; (iii) any advancement or distribution of capital of the Trust; or (iv) any resettlement of the trust property.

19. Dispute Resolution

19.1 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: (a) referred to a single arbitrator to be nominated by the President of the Institute of Arbitrators Australia; and (b) conducted in accordance with the Institute of Arbitrators Australia Rules for the Conduct of Commercial Arbitration.

20. General

20.1 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. 20.2 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable, all other provisions which are self-sustaining and capable of separate enforcement without regard to the invalid shall be and continue to be valid and enforceable. 20.3 If any provision of these terms and conditions is capable of two constructions, one of which would render the provision illegal or otherwise voidable or unenforceable and the other of which would render the provision valid and enforceable, such provision shall have the meaning that renders it valid and enforceable. 20.4 Subject to clause 20.3, if anything in these terms and conditions is or becomes unenforceable, illegal or void, then it is severed and the rest of these terms and conditions shall remain in force. 20.5 These terms and conditions and any contract to which they apply shall be governed by the laws of Queensland, the state in which the Seller has its principal place of business, and are subject to the jurisdiction of the Cleveland Courts in Queensland. 20.6 Subject to clause 13, the Seller 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 the Seller of these terms and conditions (alternatively the Seller's liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods). 20.7 The Seller may licence and/or assign all or any part of its rights and/or obligations under this contract without the Customer's consent. 20.8 The Customer cannot licence or assign all or any part of its rights and/or obligations under this contract without the written approval of the Seller. 20.9 The Seller may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this contract by so doing. Furthermore, the Customer agrees and understands that they have no authority to give any instruction to any of the Seller's sub-contractors without the authority of the Seller. 20.10 The Customer agrees that the Seller 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 the Seller to provide Goods or Services to the Customer. 20.11 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. 20.12 Both parties warrant that they have the power to enter into this contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this contract creates binding and valid legal obligations on them.

The CNCW Trust t/a 2 Fold · ABN 41 217 732 621 · 14 Josephine St, Loganholme QLD 4129 · sales@2-fold.com.au · www.2-fold.com.au