1. Definitions In these terms: “ACL” means the Australian Consumer Law Schedule of the Competition and Consumer Act; “Agreement” means any agreement for the provision of goods or services by the Supplier to the Customer; “consumer” is as defined in the ACL and in determining if the Customer is a consumer, the determination is made if the Customer is a consumer under the Agreement; “Customer” means the person, jointly and severally if more than one, acquiring goods or services from the Supplier; “ Goods ”means goods supplied by the Supplier to the Customer; “ GST ”means the goods and Services tax as defined in A New Tax System (goods and Services Tax) Act 1999 as amended; “ PPSA ”means the Personal Property Securities Act 2009 (Cth). “ Retailer ”means any person or organization to whom a Customer supplies goods or services supplied to it by the Supplier that is not an end-user consumer of the goods or services. “ Supplier ”means AstralPool Australia Pty Ltd (ABN 97 007 284 504); “ Supplier’s Intellectual Property ” includes any and all intellectual and industrial property rights throughout the world owned by the Supplier or any of its Related Bodies Corporate, whether subsisting now or in the future, including (a) rights of any kind in inventions, discoveries and novel designs, (b) literary works, and any other works or subject matter in which copyright (including future copyright and rights in the nature of or analogous to copyright) may, or may in the future, subsist, including photographic images of the goods, (c) confidential information, trade secrets and know-how, (d) registered and unregistered trade marks and service marks (including logos), and (e) internet domain names. “ Related Bodies Corporate ” has the meaning provided in the Corporations Act 2001 (Cth) ; “ Services ”means services supplied by the Supplier to the Customer; and “ Terms ”means these Terms and Conditions of Trade. 2. Basis of Agreement 2.1 Unless otherwise agreed by the Supplier in writing, the Terms apply exclusively to every Agreement and cannot be varied or replaced by any other terms, including the Customer’s terms and conditions of purchase (if any). 2.2 Any quotation provided by the Supplier to the Customer for the proposed supply of goods or services is: (a) valid for 30 days; (b) an invitation to treat only; and (c) only valid if in writing. 2.3 The Terms may include additional terms in the Supplier’s quotation, which are not inconsistent with the Terms. 2.4 An Agreement is accepted by the Supplier when the Supplier accepts, in writing or electronic means, an offer from the Customer or provides the Customer with the goods or services. 2.5 The Supplier in its absolute discretion may, for any reason, refuse to accept any offer or order for goods and services by the Customer, including (without limitation), for a breach, or suspected breach of the Customer of any of the Terms. 2.6 The Customer must provide the Supplier with its specific requirements, if any, in relation to the goods and services. 2.7 The Customer must not offer the goods for sale over the Internet or directly though its website without express prior written consent from the Supplier. 2.8 The Customer must not, without the prior written consent of the Supplier, use any of the Supplier Intellectual Property. If Supplier does provide written consent to the Supplier to use any of the Supplier Intellectual Property, this consent may be granted subject to whatever restrictions, limitations and guidelines imposes by the Supplier from time to time (including without limitation, the Supplier’s Product and Brand Advertising Guide), and consent may be withdrawn by the Supplier at any time at its absolute discretion. . 2.9 The Customer acknowledges that included in the Supplier’s goods are a number of goods of a highly technical nature, and the Customer warrants that it has the requisite knowledge and skill regarding their correct application, installation and operation. The Customer agrees to ensure the correct application, installation and operation of the goods for any of its customers, and to provide all necessary technical advice and information to prevent damage to the goods.: 2.10 The Supplier may vary or amend these Terms by written notice to the Customer at any time. Any variations or amendments will apply to orders placed after the notice date. 3. Pricing 3.1 Prices quoted for the supply of goods and services exclude GST and any other taxes or duties imposed on or in relation to the goods and services. 3.2 If the Customer requests any variation to the Agreement, the Supplier may increase the price to account for the variation. 3.3 Where there is any change in the costs incurred by the Supplier in relation to goods or services, the Supplier may vary its price for the goods or services to take account of any such change at any time without prior notice to the Customer. 4. Payment 4.1 Unless otherwise agreed in writing: (a) Subject to 4.1 (b) , payment for the goods or services must be made in full within 30 days from end of month of the Supplier’s invoice. (b) The Supplier reserves the right to require payment in full on delivery of the goods or completion of the services. 4.2 Payment by cheque is not deemed made until the proceeds of the cheque have cleared. 4.3 Payment terms may be revoked or amended at the Supplier’s sole discretion immediately upon giving the Customer written notice. 5. Payment Default 5.1 If the Customer defaults in payment by the due date of any amount payable to the Supplier, then all money which would become payable by the Customer to the Supplier at a later date on any account, becomes immediately due and payable without the requirement of any notice to the Customer, and the Supplier may, without prejudice to any of its other accrued or contingent rights: (a) charge the Customer interest on any sum due at the prevailing rate pursuant to the Penalty Interest Rates Act 1983 (Vic) plus 4 per cent for the period from the due date until the date of payment in full; (b) charge the Customer for, and the Customer must indemnify the Supplier from, all costs and expenses (including without limitation all legal costs and expenses) incurred by it resulting from the default or in taking action to enforce compliance with the Agreement or to recover any goods; (c) cease or suspend supply of any further goods or services to the Customer; (d) by written notice to the Customer, terminate any uncompleted contract with the Customer. 6. Passing of Property 6.1 Until the Supplier receives full payment in cleared funds for all goods and services supplied by it to the Customer, as well as all other amounts owing to the Supplier by the Customer: (a) title and property in all goods remain vested in the Supplier and do not pass to the Customer; ASTRALPOOL AUSTRALIA PTY LTD TERMS AND CONDITIONS OF TRADE