1.1. Amounts Owing means all amounts owing by the Buyer and any of its Related Bodies Corporate to Com 1 on any account or in any capacity;
1.2. Buyer means the persons (including its/their successors, personal representatives and permitted assigns) acquiring Supply from Com 1 and where the Buyer is a company means that company and each of its Related Bodies Corporate. Where there is more than one Buyer, their covenants are joint and several;
1.3. Contract means the agreement for the sale of Goods and Equipment as set out between Com 1 and the Buyer and which specifically includes the Quotation, these Terms and Com 1’s order acknowledgement (if any);
1.4. Equipment means computer hardware, accessories and associated software (as applicable) as specified in the Quotation;
1.5. Goods means all goods, Equipment and other personal property to be sold, leased, hired or otherwise supplied by Com 1 to the Buyer under the Contract;
1.6. Quotation means the quotation issued by Com 1 for each transaction incorporating these Terms and any additional terms specific to that Supply including (a) terms for the supply of Equipment by way of sale, on credit, lease or free on loan; and (b) any statement of work (SOW) describing services to be delivered (as applicable);
1.7. Related Body Corporate has the meaning it has in the Corporations Act 2001 (Cth);
1.8. Com 1 means each of Com 1 International Pty Ltd (ACN 074 912 011 and ABN 24 476 738 279), and any other Australian affiliate of Com 1 International Pty Ltd from time to time that submits the Quotation (as applicable);
1.9. Services means the services to be performed under the Contract (and as described in a SOW incorporated into a Quotation);
1.10. SOW means a statement of work which describes Goods and Services to be supplied by Com 1;
1.11. Supply means the Goods to be supplied or Services to be performed by Com 1 under the Contract.
1.12. The use of the word ‘includes’ or ‘including’ shall be interpreted to mean ‘includes’ or ‘including without limitation’.
1.13. A reference to ‘$’ or ‘dollars’ in the Contract is to Australian dollars (unless expressly stated otherwise).
2. Contract
2.1. These Terms apply to all Contracts for the Supply of Goods or performance of Services by Com 1 to the Buyer (each a transaction) and supersede any purchase orders issued by the Buyer and all Terms previously issued by Com 1. No Contract for the Supply of Goods or Services shall exist between Com 1 and the Buyer except upon these Terms, unless exclusion or modification is agreed to in writing by Com 1.
2.2. Any order placed by the Buyer to Com 1 for Supply and accepted by Com 1 is deemed to be an order incorporating these Terms, the Quotation and Com 1’s order acknowledgement (if any) (collectively known as the Contract). The Buyer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these Terms if the Buyer places an order for or accepts delivery of the Goods.
2.3. No order placed by the Buyer to Com 1 will bind Com 1 unless and until such order is accepted by Com 1 in its absolute discretion.
2.4. 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 (Vic) or any other applicable provisions of that Act or any Regulations referred to in that Act.
3. Orders and Price
3.1. Quotations are valid for 30 days from the date of the Quotation.
3.2. The placement of a purchase order by the Buyer, referencing the applicable Quotation, constitutes an offer by the Buyer to purchase the Supply in accordance with these Terms. A binding contract is formed only when Com 1 accepts the Buyer’s offer by issuing an order acknowledgement.
3.3. Com 1 will use all reasonable endeavours to supply the full quantity of Goods detailed in the Buyer’s purchase order. Com 1 may reject any order in its absolute discretion, without liability.
3.4. If, despite its reasonable endeavours, Com 1 is unable to supply the full quantity of an order, its order acknowledgement will specify the partial quantity it can supply. This partial acceptance shall be deemed a counter-offer. A binding contract for the partial quantity is formed only when the Buyer confirms its acceptance of this counter-offer in writing. If the Buyer does not wish to accept the partial quantity, it may decline the counter-offer and cancel the entire order without penalty. The Buyer must respond to any counter-offer within 5 business days, or the offer lapses.
3.5. Once a Contract is formed, the Buyer may, before any delivery of Goods, request a cancellation or variation in writing. Com 1 will not unreasonably withhold its approval for such a request but may require the Buyer to cover any reasonable costs incurred as a result of the change.
3.6. Where the Buyer has provided a forecast of future requirements, Com 1 must not manufacture such goods without first receiving a binding purchase order from the Buyer. If Com 1 has manufactured goods based on its production recommendations, it must obtain the Buyer’s written consent before invoicing and delivering the goods.
4. Payment
4.1. Com 1 must issue a tax invoice for each Supply.
4.2. If the Buyer does not have approved credit terms with Com 1, the Buyer must pay the full amount of the invoice prior to the dispatch of the Goods. Com 1 is not obliged to dispatch any Goods until payment is received in full in cleared funds.
4.3. If the Buyer has approved credit terms including any “commercial credit agreement” with Com 1:
4.3.1. Payment must be made in accordance with those credit terms.
4.3.2. Payments must be made in full, without deduction or withholding, unless the Buyer is withholding a portion of the payment that is the subject of a genuine dispute notified to Com 1 in writing. The Buyer must pay the undisputed portion of any invoice by the due date.
4.4. If a Buyer with credit terms fails to pay an amount by the due date, Com 1 may, without prejudice to its other rights:
4.4.1. Charge interest on the overdue amount at a rate the lower of 12% per annum or the maximum rate permitted by law, calculated daily from the due date until the date of payment in full;
4.4.2. Require the Buyer to pay for any reasonable costs and disbursements incurred by Com 1 in recovering the overdue amount (including collection agency fees or legal costs); and
4.4.3. Suspend or cancel the Buyer’s credit arrangement by providing written notice.
4.5. If a Buyer has made a payment that is subsequently reversed, the Buyer is liable for the reversed amount and any reasonable costs incurred by Com 1 as a result, particularly if the reversal is found to be fraudulent or in breach of the Contract.
5. Delivery
5.1. Com 1 must make all reasonable efforts to have the Supply delivered or performed on the date agreed between the parties as the delivery date. If there is a significant delay, Com 1 will notify the Buyer. The Buyer may have rights under the Australian Consumer Law if delivery is not made within a reasonable time.
5.2. Delivery of the Goods is taken to occur at the time that:
5.2.1. the Buyer or the Buyer’s nominated carrier takes possession of the Goods at Com 1’s address; or
5.2.2. Com 1 (or Com 1’s nominated carrier) delivers the Goods to the Buyer’s nominated address even if the Buyer is not present at the address.
5.3. The cost of delivery will be specified in the Quotation. If not specified, delivery will be at an additional cost which will be notified to and agreed upon by the Buyer before the order is finalised.
5.4. Unless otherwise agreed, Com 1 shall select the route and means of delivery of the Goods to the premises of the Buyer or premises nominated by the Buyer. The Buyer may request a specific delivery method, and Com 1 will consider such requests, though any additional costs will be borne by the Buyer. Subject to advance notice, Com 1 may deliver Goods in instalments and invoice each instalment separately.
5.5. If the preparation of the Buyer’s order or the delivery of any Supply is suspended by the Buyer’s instructions or failure to instruct, the price will be increased to cover any extra reasonable expenses incurred by Com 1 directly or indirectly as a consequence of the instructions or failure to instruct. If the Buyer is unable to take the Goods when they are ready for dispatch, then Com 1 may invoice the Buyer for storage of such Goods.
6. Risk
6.1. Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery of the Goods to the Buyer or the agent of the Buyer or to a carrier commissioned by the Buyer.
6.2. Following delivery of the Goods, and until title in the Goods passes to the Buyer, the Buyer must, where reasonably requested by Com 1, at its own expense, ensure the Goods are covered by a reputable insurance policy, including Com 1 as an interested party, against loss or damage. The Buyer must, upon request, provide Com 1 with evidence of such insurance.
6.3. If the Buyer requests Com 1 to leave Goods outside Com 1’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. Title and Security
7.1. The property in and title to the Goods remains with Com 1 until all Amounts Owing have been paid in full and the Buyer has met all of its other obligations to Com 1.
7.2. The Buyer acknowledges that these Terms constitute a security agreement for the purposes of the Personal Property Securities Act 2009 (Cth) (PPSA). Com 1 takes a security interest in all Goods supplied to the Buyer and any proceeds of those Goods to secure payment of all Amounts Owing.
7.3. The security interest created by this clause is a Purchase Money Security Interest (PMSI) to the extent that it secures the purchase price of the Goods supplied.
7.4. To the extent permitted by law, the Buyer consents to Com 1 registering its security interest on the PPSA Register and undertakes to:
7.4.1. promptly do all things and provide all information required by Com 1 to perfect its security interest on the PPSA Register, ensuring it has the highest possible priority; and
7.4.2. not permit any other security interest to be registered over the Goods that would rank ahead of Com 1’s PMSI without Com 1’s prior written consent.
7.5. To the extent permitted by law, the Buyer waives its rights to receive any notice or statement under sections 95, 118, 121(4), 130, 132(3)(d), 132(4), and 143 of the PPSA. The Buyer also waives its rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA and agrees that Chapter 4 of the PPSA will not apply to the enforcement of the security interest.
7.6. The Buyer indemnifies Com 1 for all expenses incurred in registering a financing statement or financing change statement on the PPSA Register or in enforcing the security interest.
7.7. Until all Amounts Owing to Com 1 by the Buyer have been paid in full, the Buyer holds the Goods as bailee for Com 1. The Buyer may sell the Goods in the ordinary course of its business provided that it complies with its storage obligations under clause 10.2 until such time. The Buyer must hold the proceeds of any such sale on trust for Com 1 to the extent of the Amount Owing and must keep those proceeds in a separate account.
7.8. If the Buyer is in default of its payment obligations, Com 1 may, after providing reasonable notice and subject to applicable law, enter any premises where the Goods are stored during normal business hours to inspect or repossess them.
7.9. Com 1 may apply payments received from the Buyer to satisfy any outstanding amount. If the Buyer directs Com 1 to apply a payment to a specific invoice and provides sufficient detail to identify that invoice, Com 1 will apply the payment accordingly.
8. Services
8.1. This clause 8 applies only if the Supply described in a Quotation includes the performance of Services.
8.2. The Buyer must take all necessary measures to ensure that Com 1 personnel are able to safely and expeditiously commence and carry out the Services immediately upon their arrival on site including provide the relevant utilities services required to perform the Services as advised by Com 1.
8.3. The Buyer must be responsible for the accuracy and completeness of the information supplied by the Buyer and its representatives. In the event of any error or omission in this information supplied, the Buyer shall be responsible and shall bear the cost of any alterations or variations required to the Services unless Com 1 knew or reasonably ought to have known of the error or omission.
9. Fitness for Purpose
9.1. The entire agreement between the parties is contained in these Terms. To the extent permitted by law, and subject always to the Australian Consumer Law, Com 1 is not bound by any representations or undertakings not expressly set out in these Terms. The Buyer should ensure that the Supply is fit for its intended purpose. This clause does not exclude or limit the application of any statutory guarantee, including any guarantee that the Goods will be fit for a purpose made known by the Buyer to Com 1.
9.2. Where Com 1 provides advice or work at no charge, it provides no contractual warranty for that advice or work. This does not exclude Com 1’s liability for a breach of any applicable statutory guarantee, including the guarantee that services will be rendered with due care and skill. Technical advice provided as part of a SOW will be warranted as set out in that SOW.
10. Equipment
10.1. Where Equipment is provided to a Buyer, including Equipment provided on the express basis of a trial, it is done so on the basis that it is intended that the Buyer will purchase the Equipment.
10.2. The Equipment remains at all times the property of Com 1 until paid for in full by the Buyer and the Buyer shall store the Equipment so that it is separately identifiable as the Goods of Com 1 and will not remove any marks identifying the Equipment.
10.3. All security interest clauses in these Terms will apply with full effect to the Equipment.
10.4. The Buyer agrees that in the event that it does not purchase the Equipment, it has an obligation to return the Equipment in good condition to Com 1 at the end of the trial period subject to fair wear and tear.
10.5. Prior to Com 1 receiving payment in full, the Buyer may use or resell the Goods in the ordinary course of its business.
11. Statutory Rights of the Buyer
11.1. The Contract and these Terms shall not exclude or modify the rights, entitlements, remedies and liabilities of either party by any condition or warranty implied by any Commonwealth, State or Territory Act (including but not limited to the Australian Consumer Law set out in schedule 2 of the Competition and Consumer Act 2010 (Cth) (CCA)) or any other law rendering void or prohibiting such exclusion or modification.
11.2. Except to the extent that any such rights, entitlements, remedies and liabilities cannot be excluded or limited, all representations, terms, warranties and conditions not set out in the Contract and these Terms in relation to the Supply including whether expressed or implied by statute, common law or trade custom or usage or otherwise are expressly excluded.
11.3. The Buyer must inspect the Goods on delivery and must within seven (7) days of delivery notify Com 1 in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or Quotation. The Buyer must notify any other alleged defect in the Goods as soon as reasonably possible after any such defect becomes evident. Failure to do so does not affect the Buyer’s rights under the Australian Consumer Law. Upon such notification the Buyer must allow Com 1 to inspect the Goods.
11.4. If the Buyer is a consumer under the ACL and the Goods are not of a kind ordinarily acquired for personal, domestic or household use or consumption, Com 1’s liability for a failure to comply with a consumer guarantee is limited to (at Com 1’s option):
11.4.1. replacing the Goods or supplying equivalent goods;
11.4.2. repairing the Goods;
11.4.3. paying the cost of replacing the Goods or of acquiring equivalent goods; or
11.4.4. paying the cost of having the Goods repaired.
11.5. Subject to the Buyer’s rights under the ACL, returns for defective Goods will only be accepted provided that:
11.5.1. the Buyer has complied with the provisions of clause 11.3; and
11.5.2. the Goods are returned in as close a condition to that in which they were delivered as is possible.
11.6. If the Goods are found to have a major failure, Com 1 will be responsible for reasonable return shipping costs.
11.7. Notwithstanding the above-mentioned clauses but subject to the CCA, Com 1 shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:
11.7.1. the Buyer failing to properly maintain or store any Goods;
11.7.2. the Buyer using the Goods for any purpose other than that for which they were designed;
11.7.3. the Buyer continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably prudent operator or user;
11.7.4. the Buyer failing to follow any instructions or guidelines provided by Com 1;
11.7.5. fair wear and tear, any accident, or act of God.
11.8. Notwithstanding anything contained in this clause if Com 1 is required by a law to accept a return then Com 1 will only accept a return on the conditions imposed by that law.
11.9. Subject to clause 11.3, customised, or non-stocklist items or Incidental Items made or ordered to the Buyer’s specifications are not acceptable for credit or return. This does not, however, affect the Buyer’s right to a remedy under the Australian Consumer Law if such an item fails to meet a consumer guarantee.
12. Liability
12.1. The rights, remedies and guarantees provided under the Australian Consumer Law cannot be excluded. Nothing in a Contract or these Terms is intended to contravene the ACL or to limit Com 1’s liability for any non-excludable guarantee or a failure to comply with a consumer guarantee where it would be unlawful to do so.
12.2. To the extent permitted by law, and subject always to clause 12.1, Com 1 is not liable for any consequential loss or damage (including but not limited to loss of profit, loss of business opportunity, or business interruption) arising from the supply of the Goods or Services, except for any loss that was reasonably foreseeable as a result of a breach of a consumer guarantee.
12.3. The Buyer indemnifies Com 1 against any reasonable loss, cost, or damage directly incurred by Com 1 as a result of:
12.3.1. a breach of a Contract or these Terms by the Buyer; or
12.3.2. any negligent or wrongful act or omission of the Buyer or its employees in relation to this Contract, these Terms or the Goods.
12.4. The Buyer is solely responsible for ensuring its marketing, advertising, and on-selling of the Goods comply with all applicable laws.
13. Intellectual Property and Confidentiality
13.1. The sale to and the purchase by the Buyer of deliverables does not confer on the Buyer any licence or right under any copyright, patent, design or trade mark or any other intellectual property right which is the property of Com 1 which shall include all tooling, materials, designs, software, industrial or intellectual property or the like used in the preparation for or production of or contained in any Goods or provision of any Services. Title to all intellectual property rights subsisting in the Supply (including designs, drawings and patents) shall remain the exclusive property of Com 1 or Com 1’s third-party suppliers or licensors.
13.2. All drawings furnished by Com 1 to the Buyer are copyright, confidential and supplied for the sole purpose of the particular Contract concerned. The Buyer may not make any copies of or use for any purpose other than as expressly authorised by Com 1 in writing or communicate any details of the drawing or any other sensitive information provided by Com 1 to any third party without the prior written consent of Com 1.
14. Termination
14.1. A party may terminate these Terms by written notice to the other party if:
14.1.1. the other party commits a material breach of a Contract or these Terms and fails to remedy the breach within 14 days of receiving a notice to do so; or
14.1.2. the other party is insolvent, has a receiver, administrator, liquidator or other controller appointed over its assets, is deregistered, or enters into any arrangement with its creditors.
14.2. Without limiting clause 14.1, Com 1 may suspend or terminate a Contract or these Terms by written notice if the Buyer fails to pay an amount due and remains in default for more than 14 days after receiving a notice to remedy the default.
14.3. Any provision of these Terms that, by its nature and context, is intended to survive the termination or expiration of this Agreement, shall survive.
15. Force Majeure
15.1. Neither party will be liable for any delay or failure to perform its obligations under a Contract or these Terms (other than an obligation to pay money) if such delay or failure is caused by an event of force majeure.
15.2. The party affected by the event of force majeure must promptly notify the other party and use reasonable endeavours to minimise the impact of the event.
15.3. If an event of force majeure continues for more than 60 days, either party may terminate the Contract by written notice.
15.4. An “event of force majeure” means anything outside a party’s reasonable control including but not limited to fire, storm, flood, earthquake, explosion, war, invasion, rebellion, sabotage or epidemic, labour dispute, labour shortage, failure or delay in transportation, act or omission (including laws, regulations, disapprovals or failures to approve) of any third person (including, but not limited to, subcontractors, Buyers, governments or government agencies).
16. Notice
16.1. Any written notice given under these terms or a Contract shall be deemed to have been given and received:
16.1.1. by handing the notice to the other party, in person;
16.1.2. by leaving it at the address of the other party as stated in these Terms or applicable Contract;
16.1.3. by sending it by registered post to the address of the other party as stated in these Terms or applicable Contract;
16.1.4. if sent by email to the other party’s last known email address.
16.2. All notices must be in English.
16.3. 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.
17. Taxes
17.1. Unless otherwise stated, the prices quoted are exclusive of any taxes, including GST (as that term is defined in the A New Tax System (Goods and Services Tax) Act 1999 as amended (‘GST Act’)) which must be paid by the Buyer in addition to the price.
17.2. If the Supply being the subject of the Quotation are a taxable supply for the purpose of the GST Act, in addition to paying for the Goods, the Buyer must pay to Com 1 the GST payable in respect of the taxable supply. If any other taxes are levied on the Goods and Services, these must be paid by the Buyer.
18. Dispute Resolution
18.1. If a difference or dispute arises between the parties arising out of or in connection with these Terms or applicable Contract (‘dispute’), the aggrieved party must send a written notice to the other party setting out the nature of the dispute, what outcome that party wants and what action they think will settle the dispute.
18.2. The parties must use reasonable endeavours to resolve the dispute by mutual negotiation.
18.3. If any dispute is not resolved within 28 days of the matter arising, either party may require the matter to be referred to mediation by notice to the other party setting out the general nature of the difference.
18.4. If the parties fail to agree on mediation or settle the dispute by mediation within 28 days of the matter being referred to mediation, then either party may initiate litigation to resolve the dispute.
18.5. Either party may take immediate steps at any time to seek urgent injunctive or equitable relief before an appropriate court.
19. Privacy Act 1988
19.1. The Buyer agrees that personal credit information provided may be used and retained by Com 1 for the following purposes (and for other agreed purposes or required by):
19.1.1. the provision of Goods; and/or
19.1.2. analysing, verifying and/or checking the Buyer’s credit, payment and/or status in relation to the provision of Goods; and/or
19.1.3. processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Buyer; and/or
19.1.4. enabling the collection of amounts outstanding in relation to the Goods.
19.2. The Buyer shall have the right to request (by e-mail) from Com 1:
19.2.1. a copy of the information about the Buyer retained by Com 1 and the right to request that Com 1 correct any incorrect information; and
19.2.2. that Com 1 does not disclose any personal information about the Buyer for the purpose of direct marketing.
19.3. Com 1 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 these Terms or applicable Contract is required to be maintained and/or stored in accordance with the law.
19.4. The Buyer can make a privacy complaint by contacting Com 1 via e-mail. Com 1 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.
20. Repairs and Other Services
20.1. If the Buyer requests Com 1 to perform a service that is not a remedy for a breach of a consumer guarantee (for example, a non-warranty repair or a modification):
20.1.1. Com 1 is not obliged to accept any item from the Buyer or to commence any such service;
20.1.2. Com 1 may require the Buyer to pay any and all Amounts Owing on their account in full and/or pay for the estimated cost of the service in advance as a precondition to accepting an item or commencing a service;
20.1.3. Com 1 may hold any goods subject of any such service until the Buyer pays any and all Amounts Owing on their account in full; or
20.1.4. if, after the service is completed, the Buyer fails to pay any outstanding charges for that service and fails to collect the item, Com 1 may sell the item to recover its costs in accordance with any applicable legislation for the disposal of uncollected goods.
21. Trusts
21.1. If the Buyer at any time upon or subsequent to entering in to a Contract is acting in the capacity of trustee of any trust (Trust) then whether or not Com 1 may have notice of the Trust, the Buyer covenants with Com 1 as follows:
21.1.1. the Contract extends to all rights of indemnity which the Buyer now or subsequently may have against the Trust and the trust fund;
21.1.2. the Buyer 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 Buyer against the Trust or the trust fund. The Buyer 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.
21.1.3. the Buyer will not without consent in writing of Com 1 (Com 1 will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events:
21.1.3.1. the removal, replacement or retirement of the Buyer as trustee of the Trust;
21.1.3.2. any alteration to or variation of the terms of the Trust;
21.1.3.3. any advancement or distribution of capital of the Trust; or
21.1.3.4. any resettlement of the trust property.
22. Governing Law
22.1. These Terms are governed by the laws of Victoria, Australia.
22.2. The Buyer and Com 1 agree to submit to the non-exclusive jurisdiction of the courts of Victoria, Australia and the courts of appeal from them.
23. Change in Control
23.1. The Buyer must provide Com 1 with written notice of any change to its ownership, name, address, ACN, or other contact details promptly, and in any event within 14 days of the change taking effect.
23.2. The Buyer indemnifies Com 1 for any reasonable and direct loss or cost incurred by Com 1 as a direct result of the Buyer’s failure to comply with this clause.
24. General
24.1. If one or more provisions of these Terms is or becomes void, voidable or unenforceable for any reason, all other provisions shall remain in full force and effect.
24.2. No variation of these Terms is legally binding upon either party unless in writing and signed by both parties.
24.3. The Terms sets out the entire understanding between the parties with respect to the subject-matter contained in it.
24.4. No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of, or seeks to rely on, this Term or any part of it.
24.5. Com 1 may sub-contract the Supply, provided that Com 1 remains fully liable to the Buyer for the performance of this Contract and for the acts and omissions of its sub-contractors as if they were Com 1’s own acts or omissions.
24.6. The Buyer may not assign, pledge or transfer its interest in the Contract (or any part of it) any of its rights or obligations hereunder without the prior written consent of Com 1 (which will not be unreasonably withheld).
24.7. Failure by a party to insist upon strict performance by the other party of any of these Terms is not to be taken to be a waiver of any rights of such party and is not be taken to be a waiver of these Terms.
24.8. To the extent of any inconsistency between the Quotation and these Terms, the terms of the Quotation shall prevail to the extent of the inconsistency.
24.9. To the extent that these Terms are a consumer contract (within the meaning of the Australian Consumer Law) and a standard form contract (within the meaning of the Australian Consumer Law), any term of these Terms which would be void because the term is unfair:
24.9.1. must be read down to the extent necessary to avoid that result; and
24.9.2. if the provision cannot be read down to that extent, it must be severed without altering the validity and enforceability of the remainder of the Contract.
24.10. The Buyer agrees that Com 1 may amend these Terms by notifying the Buyer in writing (“Amended Terms”). The Amended Terms will only apply to any new Quotation issued and any new purchase order placed by the Buyer after the date of such notice.
24.11. These Terms may be executed in counterparts, each of which is deemed an original.