TERMS OF TRADE

1. Definitions

1.1 “CPS” means Callide Plumbing Services Pty Ltd ATF CPS Unit Trust T/A Callide Plumbing Services, its successors and assigns or any person acting on behalf of and with the authority of Callide Plumbing Services Pty Ltd ATF CPS Unit Trust T/A Callide Plumbing Services.
1.2 “Customer” means the person/s ordering the Works as specified in any invoice, document or order, and if there is more than one Customer is a reference to each Customer jointly and severally.
1.3 “Works” means all Works (including consultation, manufacturing and/or installation services) or Materials supplied by CPS to the Customer at the Customer’s request from time to time (where the context so permits the terms ‘Works’ or ‘Materials’ shall be interchangeable for the other).
1.4 “Price” means the Price payable (plus any GST where applicable) for the Works as agreed between CPS and the Customer in accordance with clause 5 below.
1.5 “GST” means Goods and Services Tax (GST) as defined within the “A New Tax System (Goods and Services Tax) Act 1999” Cth.

 2. Acceptance

2.1 The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts delivery of any Works.
2.2 These terms and conditions may only be amended with the consent of both parties in writing, and shall prevail to the extent of any inconsistency with any other document or agreement between the Customer and CPS.
2.3 Where CPS gives advice, recommendations, information, assistance or service to the Customer or the Customers agent, regarding the Materials or Works then it is given in good faith and CPS shall not be liable in any way whatsoever for any damages, losses or costs however arising resulting from the Customer relying on the same. In addition, none of CPS’ agents or representatives are authorised to make any representations, statements, conditions or agreements not expressed by the manager of CPS in writing nor is CPS bound by any such unauthorised statements.
2.4 In the event that CPS is required to provide the Works urgently, that may require CPS’ staff to work outside normal business hours (including but not limited to working, through lunch breaks, weekends and/or Public Holidays) then CPS reserves the right to charge the Customer additional a minimum of two (2) hours’ labour costs (penalty rates will apply), unless otherwise agreed between CPS and the Customer.
2.5 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 or any other applicable provisions of that Act or any Regulations referred to in that Act.

3. Change in Control

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

4. Price and Payment

4.1 At CPS’ sole discretion the Price shall be either:
(a) as indicated on invoices provided by CPS to the Customer in respect of Works performed or Materials supplied; or
(b) CPS’ Price at the date of delivery of the Works according to CPS’ current pricelist; or
(c) CPS’ quoted Price (subject to clause 5.2) which shall be binding upon CPS provided that the Customer shall accept CPS’ quotation in writing within thirty (30) days.
4.2 CPS reserves the right to change the Price:
(a) if a variation to the Materials which are to be supplied is requested; or
(b) if a variation to the Works originally scheduled (including any applicable plans or specifications) is requested; or
(c) where additional Works are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, poor weather conditions, limitations to accessing the site or crawl spaces, availability of machinery, safety conditions including the discovery of asbestos, prerequisite work by any third party not being completed, change of design, hard rock barriers below the surface, iron reinforcing rods in concrete, or hidden pipes and wiring in walls etc.) which are only discovered on commencement of the Works; or
(d) in the event of increases to CPS in the cost of labour or materials which are beyond CPS’ control.
4.3 Variations will be charged for on the basis of CPS’ quotation, and will be detailed in writing, and shown as variations on CPS’ invoice. The Customer shall be required to respond to any variation submitted by CPS within ten (10) working days.  Failure to do so will entitle CPS 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.
4.4 At CPS’ sole discretion a non-refundable deposit may be required.
4.5 Time for payment for the Works being of the essence, the Price will be payable by the Customer on the date/s determined by CPS, which may be:
(a) on completion of the Works; or
(b) seven (7) days following the date of invoice for domestic Customers and thirty (30) days following the date of invoice for account holders;
(c) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by CPS.
4.6 Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (a surcharge may apply per transaction), or by any other method as agreed to between the Customer and CPS.
4.7 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 CPS nor to withhold payment of any invoice because part of that invoice is in dispute.
4.8 Unless otherwise stated the Price does not include GST. In addition to the Price the Customer must pay to CPS an amount equal to any GST CPS must pay for any supply by CPS under this or any other agreement for the sale of the Materials. The Customer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition, the Customer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

5. Provision of the Works

5.1 Subject to clause 6.2 it is CPS’ responsibility to ensure that the Works start as soon as it is reasonably possible.
5.2 The Works commencement date will be put back and/or the completion date extended by whatever time is reasonable in the event that CPS claims an extension of time (by giving the Customer written notice) where completion is delayed by an event beyond CPS’ control, including but not limited to any failure by the Customer to:
(a) make a selection; or
(b) have the site ready for the Works; or
(c) notify CPS that the site is ready.
5.3 Any time specified by CPS for delivery of the Works is an estimate only and CPS will not be liable for any loss or damage incurred by the Customer as a result of delivery being late. However, both parties agree that they shall make every endeavour to enable the Works to be supplied at the time and place as was arranged between both parties. In the event that CPS is unable to supply the Works as agreed solely due to any action or inaction of the Customer, then CPS shall be entitled to charge a reasonable fee for re-supplying the Works at a later time and date, and/or for storage of the Materials.

6. Risk

6.1 If CPS retains ownership of the Materials under clause 15 then:
(a) where CPS is supplying Materials only, all risk for the Materials shall immediately pass to the Customer on delivery and the Customer must insure the Materials on or before delivery. Delivery of the Materials shall be deemed to have taken place immediately at the time that either;
(i) the Customer or the Customer’s nominated carrier takes possession of the Materials at CPS’ address; or
(ii) the Materials are delivered by CPS or CPS’ nominated carrier to the Customer’s nominated delivery address (even if the Customer is not present at the address).
(b) where CPS is to both supply and install Materials then CPS shall maintain a contract works insurance policy until the Works are completed. Upon completion of the Works all risk for the Works shall immediately pass to the Customer.
6.2 The cost of the delivery is included in the Price.
6.3 Notwithstanding the provisions of clause 7.1 if the Customer specifically requests CPS to leave Materials outside CPS’ premises for collection or to deliver the Materials to an unattended location then such materials shall always be left at sole risk of the Customer and it shall be the Customer’s responsibility to ensure the Materials are insured adequately or at all. In the event that such Materials are lost, damaged or destroyed then replacement of the Materials shall be at the Customer’s expense.
6.4 CPS 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, CPS accepts no responsibility for any loss, damages, or costs however resulting from these inaccurate plans, specifications or other information.
6.5 The installation of some appliances can cause water hammer or damage to existing pipe work. The Customer agrees to indemnify CPS against any such loss, damage or claim that may arise if the existing pipe work is unable to accommodate the installation of the Materials.
6.6 The Customer warrants that any structures to which the Materials are to be affixed are able to withstand the installation of the Materials and that any plumbing connections (including, but not limited to, meter boxes, pipes, couplings and valves) are of suitable capacity to handle the Materials once installed. If for any reason (including the discovery of asbestos, defective plumbing or dangerous access to crawl spaces) that CPS, or employees of CPS, reasonably form the opinion that the Customer’s premises is not safe for the installation of Materials to proceed then CPS shall be entitled to delay installation of the Materials (in accordance with the provisions of clause 6.2 above) until CPS is satisfied that it is safe for the installation to proceed. CPS may at its sole discretion agree to bring the premises up to a standard suitable for installation to proceed but all such works undertaken and any additional Materials supplied shall be treated as a variation and be charged for in addition to the Price.
6.7 The Customer acknowledges that the presence of plant or tree root growth and/or other blockages may indicate damaged pipe work and therefore where CPS is requested to merely clear such blockages, CPS can offer no guarantee against reoccurrence or further damage. In the event of collapse during the pipe clearing process, CPS will immediately advise the Customer of the same and shall provide the Customer with an estimate for the full repair of the damaged pipe work.
6.8 The Customer acknowledges and agree that where CPS has performed temporary repairs that:
(a) CPS offers no guarantee against the reoccurrence of the initial fault, or any further damage caused; and
(b) CPS will immediately advise the Customer of the fault and shall provide the Customer with an estimate for the full repair required.
6.9 The Customer acknowledges that CPS is only responsible for parts that are replaced by CPS and does not at any stage accept any liability in respect of previous services and/or goods supplied by any other third party that subsequently fail and found to be the source of the failure, the Customer agrees to indemnify CPS against any loss or damage to the Materials, or caused by the Materials, or any part thereof howsoever arising.
6.10 Where the Customer has supplied goods for CPS to complete the Works, the Customer acknowledges and accepts responsibility for the suitability of purpose, quality and any faults inherent in the goods. CPS shall not be responsible for any defects in the goods, any loss or damage to the Materials (or any part thereof), howsoever arising from the use of goods supplied by the Customer.
6.11 Notwithstanding clause 7.10 and subject to CPS’ obligations under clause 18, the Customer accepts and acknowledges that any alleged claim made against CPS (where the Customer has supplied goods) shall be limited only to CPS’ workmanship.
6.12 The Customer acknowledges that Materials supplied may:
(a) fade or change colour over time; and
(b) expand, contract or distort as a result of exposure to heat, cold, weather; and
(c) mark or stain if exposed to certain substances;
(d) be damaged or disfigured by impact or scratching; and
(e) create undesirable smells caused by a system as a result of its normal operation.
6.13 The Customer acknowledges that where an anodised surface finish has been selected, slight colour variation may occur between the main unit frame and any installation trims or drainage components used due to the difference in metal alloys available and manufacturing standards and tolerances shall not deemed to be a defect in the Materials.
6.14 The Customer acknowledges that CPS’ quotation for repairs to existing tile roofs shall be based only on the replacement of damaged tiles and shall not include the replacement of tiles with slight imperfections unless authorised by the Customer prior to the commencement of the Works. If the Customer requests the replacement of tiles that have slight imperfections but which CPS does not deem to be defective or that will affect the integrity of the roof, then this shall be a variation to the original quotation and clause 5.2 will apply.
6.15 The Customer acknowledges and agrees that no persons other than those authorised or employed by CPS are to walk on the treated roof surface for a period of twenty-one (21) days after completion of the job and at no time are any persons permitted to be in the areas of the Works. CPS shall not be liable for any loss, damages, injuries, or costs however arising resulting from the Customer’s failure to comply with this clause.
6.16 The Customer accepts and acknowledges that CPS accepts no liability for any subsequent loss or damage (including, but not limited to, internal water damage) to the Customer’s property which may occur during the cleaning process where such loss or damage is due to pre-existing faults or leaks.

7. Specifications

7.1 The Customer acknowledges that:
(a) all descriptive specifications, illustrations, drawings, data, dimensions, ratings and weights stated in CPS’ or the manufacturer’s fact sheets, price lists or advertising material, are approximate only and are given by way of identification only. The Customer shall not be entitled to rely on such information, and any use of such does not constitute a sale by description, and does not form part of the contract, unless expressly stated as such in writing by CPS;
(b) while CPS may have provided information or figures to the Customer regarding the performance of the Materials, the Customer acknowledges that CPS has given these in good faith, and are estimates based on Clean Energy Council (CEC), Water Efficiency Labelling and Standards (WELS) scheme and/or industry prescribed estimates. The water efficiency may be less than estimates due to factors out of CPS’ control (including, but not limited to, water pressure, water source, the mineral content of water based on geographical location, etc.).

8. Customer’s Responsibilities

8.1 It is the intention of CPS and agreed by the Customer that it is the responsibility of the Customer to provide and have erected scaffolding to enable the Works to be undertaken (where in CPS’ opinion it is deemed necessary). It is also agreed that all scaffolding erected will comply with industry safety standards and that any person erecting the scaffolding shall be suitably qualified to ensure its safe and proper erection and where necessary shall hold a current certificate of competency and/or be fully licensed.
8.2 The Customer agrees to remove any furniture, furnishings or personal goods from the vicinity of the Works and agrees that CPS shall not be liable for any damage caused to those items through the Customer’s failure to comply with this clause.

 9. Surplus Materials

9.1 Unless otherwise stated elsewhere in this contract:
(a) demolished Materials remain the Customer’s property; and
(b) Materials which CPS brings to the site which are surplus remain the property of CPS.

10. Access

10.1 The Customer shall ensure that CPS has clear and free access to the work site at all times to enable them to undertake the Works. CPS shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of CPS.

 11. Dial Before You Dig

11.1 Location of underground services by a licensed service locator is mandatory prior to commencement of any Works. “Dial Before You Dig” must be consulted and any potential underground services marked on site. Whilst CPS will take all care to avoid damage to any underground services the Customer agrees to indemnify CPS in respect of all and any liability claims, loss, damage, costs and fines as a result of damage to services not precisely located and notified. If the Customer requests CPS to engage the service locator, then this shall be in addition to the Price.

 12. Underground Locations

12.1 Prior to CPS commencing any work the Customer must advise CPS of the precise location of all underground services on the site and clearly mark the same. The underground mains and services the Customer must identify include, but are not limited to, electrical services, gas services, sewer services, pumping services, sewer connections, sewer sludge mains, water mains, irrigation pipes, telephone cables, fibre optic cables, oil pumping mains, and any other services that may be on site.
12.2 Whilst CPS will take all care to avoid damage to any underground services the Customer agrees to indemnify CPS in respect of all and any liability claims, loss, damage, costs and fines as a result of damage to services not precisely located and notified as per clause 13.1.

 13. Compliance with Laws

13.1 The Customer and CPS shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Works.
13.2 The Customer shall obtain (at the expense of the Customer) all licenses and approvals that may be required for the Works.
13.3 The Customer agrees that the site will comply with any work health and safety (WHS) laws relating to building/construction sites and any other relevant safety standards or legislation.
13.4 Prior to commencement of any Works CPS shall carry a routine soundness test of the site to ensure there are not any gas leaks in the existing pipework. In the event of such a discovery CPS where necessary will have the gas supply capped-off until the fault is found and repaired at the Customer’s expense.
13.5 The Customer acknowledges that in instances where the gas supply is turned off at the meter or bottles by CPS in order to carry out the soundness test that parts within a gas appliance maybe subject to fail due to not being turned off and serviced for a long period of time including, thermocouples, blocked pilot tubes, and SIT valves on pilot assembles any costs associated with such an event shall be at the Customer’s expense.

 14. Title

14.1 CPS and the Customer agree that ownership of the Materials shall not pass until:
(a) the Customer has paid CPS all amounts owing to CPS; and
(b) the Customer has met all of its other obligations to CPS.
14.2 Receipt by CPS 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.
14.3 It is further agreed that until ownership of the Materials passes to the Customer in accordance with clause 15.1:
(a) the Customer is only a bailee of the Materials and unless the Materials have become fixtures must return the Materials to CPS on request.
(b) the Customer holds the benefit of the Customer’s insurance of the Materials on trust for CPS and must pay to CPS the proceeds of any insurance in the event of the Materials being lost, damaged or destroyed.
(c) the production of these terms and conditions by CPS shall be sufficient evidence of CPS’ rights to receive the insurance proceeds direct from the insurer without the need for any person dealing with CPS to make further enquiries.
(d) the Customer must not sell, dispose, or otherwise part with possession of the Materials other than in the ordinary course of business and for market value. If the Customer sells, disposes or parts with possession of the Materials then the Customer must hold the proceeds of any such act on trust for CPS and must pay or deliver the proceeds to CPS on demand.
(e) the Customer should not convert or process the Materials 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 CPS and must sell, dispose of or return the resulting product to CPS as it so directs.
(f) unless the Materials have become fixtures the Customer irrevocably authorises CPS to enter any premises where CPS believes the Materials are kept and recover possession of the Materials.
(g) CPS may recover possession of any Materials in transit whether or not delivery has occurred.
(h) the Customer shall not charge or grant an encumbrance over the Materials nor grant nor otherwise give away any interest in the Materials while they remain the property of CPS.
(i) CPS may commence proceedings to recover the Price of the Materials sold notwithstanding that ownership of the Materials has not passed to the Customer.

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

15.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.
15.2 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 Materials and/or collateral (account) – being a monetary obligation of the Customer to CPS for Works – that have previously been supplied and that will be supplied in the future by CPS to the Customer.
15.3 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 CPS 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 16.3(a)(i) or 16.3(a)(ii);
(b) indemnify, and upon demand reimburse, CPS 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 Materials charged thereby;
(c) not register a financing change statement in respect of a security interest without the prior written consent of CPS;
(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Materials and/or collateral (account) in favour of a third party without the prior written consent of CPS;
(e) immediately advise CPS of any material change in its business practices of selling the Materials which would result in a change in the nature of proceeds derived from such sales.
15.4 CPS 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.
15.5 The Customer hereby waives its rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
15.6 The Customer waives its rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
15.7 Unless otherwise agreed to in writing by CPS, the Customer waives its right to receive a verification statement in accordance with section 157 of the PPSA.
15.8 The Customer shall unconditionally ratify any actions taken by CPS under clauses 16.3 to 16.5.
15.9 Subject to any express provisions to the contrary (including those contained in this clause 16) nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

 16. Security and Charge

16.1 In consideration of CPS agreeing to supply the Materials, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer either now or in the future, to secure the performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
16.2 The Customer indemnifies CPS from and against all CPS’ costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising CPS’ rights under this clause.
16.3 The Customer irrevocably appoints CPS and each director of CPS as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 17 including, but not limited to, signing any document on the Customer’s behalf.

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

17.1 The Customer must inspect all Materials on delivery (or the Works on completion) and must within seven (7) days of delivery notify CPS 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 Materials/Works as soon as reasonably possible after any such defect becomes evident. Upon such notification, the Customer must allow CPS to inspect the Materials or to review the Works provided.
17.2 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).
17.3 CPS acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
17.4 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, CPS makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Materials/Works. CPS’ liability in respect of these warranties is limited to the fullest extent permitted by law.
17.5 If the Customer is a consumer within the meaning of the CCA, CPS’ liability is limited to the extent permitted by section 64A of Schedule 2.
17.6 If CPS is required to replace any Materials under this clause or the CCA, but is unable to do so, CPS may refund any money the Customer has paid for the Materials.
17.7 If CPS is required to rectify, re-supply, or pay the cost of re-supplying the Works under this clause or the CCA, but is unable to do so, then CPS may refund any money the Customer has paid for the Works but only to the extent that such refund shall take into account the value of Works and Materials which have been provided to the Customer which were not defective.
17.8 If the Customer is not a consumer within the meaning of the CCA, CPS’ liability for any defect or damage in the Materials is:
(a) limited to the value of any express warranty or warranty card provided to the Customer by CPS at CPS’ sole discretion;
(b) limited to any warranty to which CPS is entitled, if CPS did not manufacture the Materials;
(c) otherwise negated absolutely.
17.9 Subject to this clause 18, returns will only be accepted provided that:
(a) the Customer has complied with the provisions of clause 18.1; and
(b) CPS has agreed that the Materials are defective; and
(c) the Materials are returned within a reasonable time at the Customer’s cost (if that cost is not significant); and
(d) the Materials are returned in as close a condition to that in which they were delivered as is possible.
17.10 Notwithstanding clauses 18.1 to 18.9 but subject to the CCA, CPS 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 Materials;
(b) the Customer using the Materials for any purpose other than that for which they were designed;
(c) the Customer continuing to use any Materials after any defect became apparent or should have become apparent to a reasonably prudent operator or user;
(d) interference with the Works by the Customer or any third party without CPS’ prior approval;
(e) the Customer failing to follow any instructions or guidelines provided by CPS;
(f) fair wear and tear, any accident, or act of God.
17.11 CPS may in its absolute discretion accept non-defective Materials for return in which case CPS may require the Customer to pay handling fees of up to thirty percent (30%) of the value of the returned Materials plus any freight costs.
17.12 Notwithstanding anything contained in this clause if CPS is required by a law to accept a return then CPS will only accept a return on the conditions imposed by that law.

 18. Intellectual Property

18.1 Where CPS has designed, drawn, written plans or a schedule of Works, or created any products for the Customer, then the copyright in all such designs, drawings, documents, plans, schedules and products shall remain vested in CPS, and shall only be used by the Customer at CPS’ discretion.  Under no circumstances may such designs, drawings and documents be used without the express written approval of CPS. 
18.2 The Customer warrants that all designs, specifications or instructions given to CPS will not cause CPS to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify CPS against any action taken by a third party against CPS in respect of any such infringement.
18.3 The Customer agrees that CPS may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings, plans or products which CPS has created for the Customer.

19. Default and Consequences of Default

19.1 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 CPS’ sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
19.2 If the Customer owes CPS any money the Customer shall indemnify CPS from and against all costs and disbursements incurred by CPS in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, CPS’ contract default fee, and bank dishonour fees).
19.3 Further to any other rights or remedies CPS may have under this contract, if a Customer has made payment to CPS, 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 CPS under this clause 20 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Customer’s obligations under this agreement.
19.4 Without prejudice to CPS’ other remedies at law CPS shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to CPS shall, whether or not due for payment, become immediately payable if:
(a) any money payable to CPS becomes overdue, or in CPS’ opinion the Customer will be unable to make a payment when it falls due;
(b) the Customer has exceeded any applicable credit limit provided by CPS;
(c) the Customer becomes insolvent or bankrupt, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

 20. Cancellation

20.1 Without prejudice to any other remedies CPS may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions CPS may suspend or terminate the supply of Works to the Customer. CPS will not be liable to the Customer for any loss or damage the Customer suffers because CPS has exercised its rights under this clause.
20.2 CPS may cancel any contract to which these terms and conditions apply or cancel delivery of Works at any time before the Works are commenced by giving written notice to the Customer. On giving such notice CPS shall repay to the Customer any sums paid in respect of the Price, less any amounts owing by the Customer to CPS for Works already performed. CPS shall not be liable for any loss or damage whatsoever arising from such cancellation.
20.3 In the event that the Customer cancels the delivery of Works the Customer shall be liable for any and all loss incurred (whether direct or indirect) by CPS as a direct result of the cancellation (including, but not limited to, any loss of profits).
20.4 Cancellation of orders for products 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.

 21. Privacy Act 1988

21.1 The Customer agrees for CPS 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 CPS.
21.2 The Customer agrees that CPS 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.
21.3 The Customer consents to CPS being given a consumer credit report to collect overdue payment on commercial credit.
21.4 The Customer agrees that personal credit information provided may be used and retained by CPS for the following purposes (and for other agreed purposes or required by):
(a) the provision of Works; and/or
(b) analysing, verifying and/or checking the Customer’s credit, payment and/or status in relation to the provision of Works; 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 Works.
21.5 CPS 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.
21.6 The information given to the CRB may include:
(a) personal information as outlined in 22.1 above;
(b) name of the credit provider and that CPS is a current credit provider to the Customer;
(c) whether the credit provider is a licensee;
(d) type of consumer credit;
(e) details concerning the Customer’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested);
(f) advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the Customer no longer has any overdue accounts and CPS has been paid or otherwise discharged and all details surrounding that discharge (e.g. dates of payments);
(g) information that, in the opinion of CPS, the Customer has committed a serious credit infringement;
(h) advice that the amount of the Customer’s overdue payment is equal to or more than one hundred and fifty dollars ($150).
21.7 The Customer shall have the right to request (by e-mail) from CPS:
(a) a copy of the information about the Customer retained by CPS and the right to request that CPS correct any incorrect information; and
(b) that CPS does not disclose any personal information about the Customer for the purpose of direct marketing.
21.8 CPS will destroy personal information upon the Customer’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this agreement or is required to be maintained and/or stored in accordance with the law.
21.9 The Customer can make a privacy complaint by contacting CPS via e-mail. CPS will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that the Customer is not satisfied with the resolution provided, the Customer can make a complaint to the Information Commissioner at www.oaic.gov.au.

22. Unpaid Seller’s Rights

22.1 Where the Customer has left any item with CPS for repair, modification, exchange or for CPS to perform any other service in relation to the item and CPS has not received or been tendered the whole of any monies owing to it by the Customer, CPS shall have, until all monies owing to CPS are paid:
(a) a lien on the item; and
(b) 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.
22.2 The lien of CPS shall continue despite the commencement of proceedings, or judgment for any monies owing to CPS having been obtained against the Customer.
23. Building and Construction Industry Payments Act 2004
23.1 At the Seller’s sole discretion, if there are any disputes or claims for unpaid Goods and/or Services then the provisions of the Building and Construction Industry Payments Act 2004 may apply.
23.2 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the Building and Construction Industry Payments Act 2004 of Queensland, except to the extent permitted by the Act where applicable.

 24. General

24.1 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
24.2 These terms and conditions and any contract to which they apply shall be governed by the laws of Queensland, the state in which CPS has its principal place of business, and are subject to the jurisdiction of the Biloela Courts in Queensland. 
24.3 Subject to clause 18 CPS 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 CPS of these terms and conditions (alternatively CPS’ liability shall be limited to damages which under no circumstances shall exceed the Price of the Works).
24.4 Neither party to this contract may assign this contract, any payment or any other right, benefit or interest under this contract without the written consent of the other party (which shall not be unreasonably withheld). CPS may elect to subcontract out any part of the Works 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 CPS’ sub-CPSs without the authority of CPS.
24.5 The Customer agrees that CPS 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 CPS to provide Works to the Customer.
24.6 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.
24.7 Both parties warrant that they have the power to enter into this agreement and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this agreement creates binding and valid legal obligations on them.