Terms & Conditions

About These Terms & Conditions

These Terms & Conditions set out the basis on which Braille Tactile Signs Aust. (BTS Aust.) supplies its Goods and Services and provide a framework for the respective responsibilities of BTS Aust. and its Customers.

These Terms & Conditions should be read together with any quotation, proposal, order confirmation, specification or other project documentation issued by BTS Aust. that relates to the relevant Goods, Services or Project. 

1. Definitions

The below definitions apply to these Terms & Conditions: 

“Conditions” means the terms of these Conditions of Sales;

“Customer” means a person, firm or corporation seeking to acquire Goods from the Supplier and where applicable includes the applicant in the Commercial Credit and, if the Customer consist of more than one person, each of them jointly and severally.

“Mangrove Pty. Ltd. Entity” means either Braille Tactile Signs Aust. also known as BTS Aust., A.S.A.D. Signs, BetterBrailleSigns.com, Precision Engravers, or any Entity which trades as a division of Mangrove Pty Ltd. ACN: 006 333 053 ABN: 61 724 383 542 all at Unit 15 / 21 Eugene Terrace, Ringwood VIC 3134 Australia.8

"Goods" means goods supplied by the Supplier to the Customer.

“GST” means GST within the meaning of A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended.

“Other Property” means present and after-acquired property of the Customer (except the Goods) whether acquired alone or jointly as a tenant in common or as a joint tenant.

“PPSA” means the Personal Property Securities Act 2009 (Cth) as amended.

"Security Agreement" and “Security Interest” have the meaning ascribed to them in the PPSA.

“Services” means services supplied by the Supplier to the Customer; and

“Products” means products supplied by the Supplier to the Customer as part of a transaction.

“Parties” means the Supplier and the Customer, and “Party” means either the Supplier and the Customer

"Supplier" means the relevant Mangrove Pty Ltd Entity, such as Braille Tactile Signs Aust., that has provided the Customer with a quotation, tax invoice or has otherwise contracted with the Customer for the supply of the Goods and or Services.

“Transaction” Exchange, or transfer of cash that occurs between any Mangrove Pty Ltd Entity in form of the supply of the Goods and or Services.

2. Application of The Conditions

 2.1 These Conditions apply exclusively to every contract for the sale of Goods and/or the supply of Services by the Supplier to the Customer, unless otherwise agreed in writing. They cannot be varied or replaced by any other conditions without the prior written consent of the Supplier.

2.2 These terms and conditions may be varied by the Supplier from time to time. The updated terms will be posted on the Supplier's website, and the Customer's continued use of the Goods and Services will constitute acceptance of the revised terms.

2.3 The Customer may not assign or transfer any of its rights or obligations under these terms and conditions without the prior written consent of the Supplier.

2.4 These terms and conditions constitute the entire agreement between the parties and supersede prior agreements, understandings, and negotiations relating to the subject matter herein.

3. Quotes & Estimates 

3.1 Any written quotation by the Supplier is valid for 30 days unless otherwise stated and is an invitation to the Customer to place an order based on that quotation.

3.2 The Supplier's acceptance of a Purchase Order occurs only when it is communicated in writing by the Supplier or upon delivery of the Goods or Services.

3.3 The Supplier may vary these Conditions with 30 days' written notice. Continued orders or supply of Goods or Services after this period will be deemed acceptance of the varied Conditions.

3.4 The Supplier may terminate this agreement with 30 days' written notice, without prejudice to accrued rights.

3.5 All quotations and estimates are based on The Supplier’s interpretation of details provided by the Customer. The Customer is solely responsible for ensuring that all details quoted are correct, this includes but is not limited to product and sign types, technology, quantities, sizes, colours, finishes, and pricing.

3.6. All quotations and estimates are for the Supply of Signage and Products only unless otherwise specified in writing.

3.7 Unless otherwise stated, all quotations issued by The Supplier. are in Australian Dollars (AUD) and are exclusive of GST. GST, where applicable, will be added to the quoted price, and are;

3.7a exclusive of packaging and delivery charges.

3.7b Unless specified otherwise, quotations are valid for a period of 30 days from the quotation date.

3.8 Published Information & Pricing Errors 

The Supplier makes every reasonable effort to ensure that information published on its website, online platforms, catalogues, brochures, marketing and promotional material, product literature, technical documentation and other published information, including but not limited to product descriptions, specifications, images, pricing, availability, lead times, project information and technical content, is accurate and up to date. However, errors, omissions or inaccuracies may occasionally occur.

The Supplier reserves the right to correct any pricing, product, specification, image, technical content, promotional material or other published information at any time, including where an error has been identified by the Supplier or brought to its attention by a Customer or other third party.

The publication of Goods, Services, pricing or other information by the Supplier does not constitute an offer capable of acceptance. It is an invitation for the Customer to make an enquiry or place an order.

Where a pricing, calculation, typographical, technical, promotional or system error has occurred in any published information or online content, the Supplier reserves the right to amend, withdraw or correct the information, and to cancel, refuse or amend any affected order prior to acceptance by the Supplier. Where payment has already been received for an order affected by such an error, the Supplier may contact the Customer to discuss the correction and offer the option of proceeding on the corrected terms, or as agreed between the Parties, or, where the Parties are unable to reach agreement, cancelling the order and providing the Customer a refund of any amounts paid. 

All pricing, specifications, product information, availability and product offerings published by the Supplier remain subject to confirmation by Braille Tactile Signs Aust. at the time of quotation and or order acceptance.

Where a quotation has been accepted by the Customer and the Supplier has accepted the order, the pricing contained within that accepted quotation will prevail over any subsequently published pricing, promotional material or website information unless otherwise agreed in writing by both Parties. 

The Supplier is committed to using respectful, inclusive and appropriate language throughout its published information, marketing and communications. Language and accepted terminology may evolve over time, and despite reasonable care, wording may occasionally require clarification or amendment. The Supplier reserves the right to review, correct or update wording or messaging where it considers this appropriate, including where feedback or concerns are brought to its attention. 

Nothing in this clause limits or excludes any rights or remedies available to the Customer under the Australian Consumer Law.

3.9 Promotions, Discounts & Special Offers

Unless expressly stated otherwise, promotional offers, discounts, voucher codes, online specials, introductory offers, package deals, volume discounts, free freight offers and other promotional incentives offered by the Supplier are available only during the stated promotional period and are subject to the applicable terms and conditions of that promotion.

Promotional offers cannot be used in conjunction with any other offer, discount, promotion or special pricing unless expressly stated in writing by the Supplier.

The Supplier reserves the right to modify, withdraw, extend or terminate any promotional offer at any time without notice, provided that such change does not affect an order that has already been accepted by the Supplier.

Promotional pricing and offers are not redeemable for cash, are not transferable, and have no cash value unless otherwise required by law.

3.10 Customer Supplied Information

The Supplier is entitled to rely upon all information, drawings, specifications, sign schedules, artwork, logos, Braille translations, numbering, room names, dimensions and other information supplied by or on behalf of the Customer. The Supplier is not responsible for errors, omissions or inaccuracies contained within information supplied by the Customer. Any changes requested after quotation, proof approval or commencement of production may be subject to additional charges and revised lead times.

3.11 Project References, Client Names, Images & Marketing

3.11.1 Unless otherwise agreed in writing, and to the extent the Customer is authorised to provide such permission, the Customer permits the Supplier to identify projects undertaken for the Customer and to use relevant project names, photographs of Goods manufactured or supplied by the Supplier, project imagery, and the Customer's name and logo for the purpose of demonstrating the Supplier's experience, capabilities and completed work across its website, social media, project profiles, case studies, award submissions, presentations and other marketing, educational or promotional material.

3.11.2 The Supplier may also use photographs, images or other material sourced from third parties or publicly available online sources in connection with projects, industry information, educational content or promotional material. The Supplier will make reasonable efforts to respect applicable copyright, attribution, licensing and intellectual property requirements when using such material.

3.11.3 Where the Supplier becomes aware, or is notified, that any photograph, image, logo, project reference or other material may have been used without appropriate permission, attribution or authority, the Supplier reserves the right to amend, appropriately credit, replace or remove the material.

3.11.4 The Customer warrants that any logos, artwork, photographs, images, trademarks or other intellectual property supplied by or on behalf of the Customer for use in connection with the Goods, Services or a project are authorised for that purpose.

3.11.5 The Supplier will use project, client and third party material in good faith and with the intention of accurately representing the Supplier's involvement in the relevant project and respecting the intellectual property and reputation of others.

3.11.6 The Customer must not use, reproduce, copy, modify, publish or distribute any photographs, images, product descriptions, technical descriptions, drawings, diagrams, technology information, marketing material or other content owned or created by the Supplier without the Supplier’s prior written approval. This restriction does not prevent the use or reproduction of specifications or other material expressly provided by the Supplier for the purpose of specifying the Supplier’s products or services for a project. Where the Supplier’s material is used, it must not be altered or represented in a way that is misleading or misrepresents the Supplier, its products, services or technologies. 

3.12 Acceptance of Terms & Conditions

By placing an order with the Supplier, accepting a quotation, submitting a purchase order, completing an online purchase, making payment of an invoice, or otherwise instructing the Supplier to proceed with the supply of Goods or Services, the Customer acknowledges and agrees that the order is subject to these Terms & Conditions.

The Supplier's current Terms & Conditions are available on its website and may also be provided with quotations, invoices, order documentation or upon request.

4. Payment

4.1 Payment for Goods and/or Services must be made as agreed upon in writing and as per the Supplier’s Payment Terms and Conditions.

4.2 The Supplier no longer accepts payment by cheque.

4.3 The Supplier may withdraw credit terms or require security at any time and may apply any payment received as deemed fit.

4.4 Trade Discounts and/or agreed Project Discounts apply only if paid within terms stipulated on, the Supplier’s Quotation, invoice or as agreed in writing. The supplier reserves the right to revoke discounts applicable to orders at their discretion.

4.5 Deposits for Custom or Large Volume Orders

A deposit may be required prior to production commencing for custom sign orders or large volume orders. The required deposit amount or percentage will be determined by the Supplier based on the nature, scope and value of the order and will be advised to the Customer prior to order acceptance.

4.6 Acceptable Payment Methods

The Supplier accepts the following payment methods:

EFT (Electronic Funds Transfer)

T/T (Telegraphic Transfer)

Visa

Mastercard

American Express (Amex)

EFTPOS

Cash

Bank fees will be charged by the Supplier at the current Bank rate at the time of payment.

5. Delivery

5.1 Risk and responsibility for the Goods including theft, damage, misplacement or otherwise pass to the Customer immediately upon delivery.

5.2  Delivery estimates and quotations are estimates only, they are non-binding.

5.3  Costs related to delivery will be borne by the Customer unless otherwise specified in writing by the Supplier.

5.4 The Supplier may deliver the Customer’s order/s in part or in whole, or as agreed.

5.5  If the Customer is unable or fails to accept delivery of the Goods, the Customer will be liable for costs incurred by the Supplier due to storage, detention, double cartage, travel expenses or similar causes.

5.6  It is the responsibility of the Customer to provide accurate delivery details. The Supplier is not responsible where incorrect information has been provided by the Customer for deliveries to addresses, including site addresses and additional fees and charges may be applicable if re-delivery is required.

5.7 International Deliveries

Unless otherwise agreed in writing, transit insurance arranged by the Supplier applies to deliveries within Australia only.

For international deliveries, transit insurance may be available as an optional service depending on the carrier, shipping method or delivery terms selected by the Customer. Where transit insurance is requested, any applicable premium will be advised prior to dispatch.

Where international transit insurance is not arranged, the Goods travel at the Customer's risk from the time they are collected by the carrier.

The Customer is responsible for all customs duties, import taxes, brokerage or clearance charges, local taxes and any other fees or charges imposed by the destination country.

The Supplier is not responsible for delays, inspections, detention, quarantine requirements, damage or other actions undertaken by customs authorities, border agencies or international freight carriers.

6. Product Warranty

6.1 The Supplier is committed to manufacturing quality products designed to support applicable Australian Standards and National Construction Code requirements relevant to the Goods. The Supplier warrants that its Braille Tactile Signs will be free from defects in materials and workmanship under normal use and when used for their intended purpose, subject to the applicable warranty terms and conditions.

6.2 Warranty Periods

The Supplier provides the following warranty periods, unless otherwise specified in writing:

Ten (10) Years – CSE_Tech™ – Continuous Surface Encapsulated Technology
Five (5) Years – ADA_Tech™ – Advanced Design Application Technology
One (1) Year – MLP_Tech™ – Multi-Layer Print Technology

The applicable warranty period commences from the date the Goods are dispatched by the Supplier, unless otherwise specified in writing. 

6.3 Warranty Exclusions

The warranty does not apply to damage, deterioration, defects or performance issues arising from circumstances outside the Supplier's reasonable control, including damage occurring during transit or freight, incorrect or unsuitable installation, inappropriate fixing methods, misuse, accidental or deliberate damage, modification or alteration by others, unsuitable cleaning products or cleaning methods, normal wear and tear, or unsuitable site or environmental conditions, except to the extent otherwise required by law. 

6.4 Warranty Claims & Remedies

Where a warranty claim is accepted, the appropriate remedy may include repair, replacement or credit, having regard to the nature and circumstances of the claim and subject to the Supplier's Full Warranty Policy and any rights or remedies available under the Australian Consumer Law.

6.5 Full Warranty Policy

The Supplier's Full Warranty Policy contains additional information regarding warranty coverage, exclusions, maintenance requirements, claim procedures and applicable remedies and is available upon request or through the Supplier's website.

Nothing in this section limits or excludes any rights or remedies available to the Customer under the Australian Consumer Law.

7. Artwork

7.1 Artwork provided by the Customer for Custom Signs must be in PDF or Vector Format such as EPS or AI.

7.2 Digital Graphics are to be provided as a high-resolution image file – minimum 300 dpi. Additional Costs Will Apply If The Supplier Is Required to Adjust Artwork to Make Compliant – (to be quoted).

7.3 It is recommended that The Supplier translate the English text into Braille.

7.4 Artwork costs will apply if The Supplier is required to create, or recreate, artwork (to be quoted).

7.5 Artwork, layouts, drawings, sign schedules and other information supplied by the Customer should comply with all applicable project requirements, legislation, regulations, accessibility standards and building requirements.

7.6 The Customer is responsible for carefully reviewing and approving all artwork, proofs, layouts, wording, spelling, grammar, Braille translations, symbols, dimensions, colours, finishes, quantities and all other project specific details prior to manufacture. The Customer must also ensure that the approved proof accurately reflects the quotation, sign schedule, drawings, specifications, purchase order and any other relevant project documentation. 

Where there is any inconsistency between a proof and other project documentation, the Customer must notify the Supplier prior to approving the proof. Unless otherwise agreed in writing, the approved proof will take precedence for manufacturing purposes.

Approval confirms acceptance of the information contained within the approved proof, and production will proceed in accordance with that approved proof. 

8. Lead Times

8.1 Production lead times will commence from receipt of an official order or quote approval provided to the Supplier, and receipt of any payment/deposit to be paid. Standard Range stock or approval of Artwork for Customising Standard Range or Fully Custom Braille Tactile Signs. Production lead time varies depending on manufacturing capacity at time of order.

9. Production

9.1 Once The Customer has approved the artwork, The Supplier will commence production. If the order placed by the Customer is modified in any way or cancelled by The Customer, The Customer is responsible for the costs incurred by The Supplier relating to the order at the time of modification or cancellation. Modification of order may also incur additional charges.

9.2 Approved Proofs

Once production has commenced, any changes requested by the Customer may result in additional costs, revised production timeframes or the manufacture of replacement Goods at the Customer's expense.

10. Compliance

10.1 Compliance Responsibility

The Supplier manufactures Goods in accordance with the specifications accepted for manufacture. Unless expressly agreed otherwise in writing, the Customer remains responsible for ensuring that the selection, wording, quantity, location, installation and use of the Goods are appropriate for the intended application and comply with all applicable legislation, regulations, accessibility standards, building requirements and project specific requirements relevant to the completed installation.

10.2

Where the Supplier identifies information which may not comply with applicable legislation, regulations, accessibility standards or project requirements, the Supplier may provide recommendations or request clarification. Such recommendations are provided as guidance only and do not transfer responsibility for compliance from the Customer to the Supplier.

10.3 Design Assistance

Where the Supplier provides design assistance, recommendations, layouts or product selection guidance, such assistance is provided based on the information available at the time. The Customer remains responsible for verifying that the final design, product selection and installation are suitable for the intended application and comply with all applicable project requirements.

10.4 Installation & Site Responsibility

10.4 Unless installation services are expressly included in the Supplier's agreed scope of works, the Customer is responsible for ensuring that the Goods are installed correctly and in accordance with all applicable project requirements, legislation, regulations, accessibility standards, building requirements and manufacturer recommendations.

Where installation is carried out by the Customer or any third party, the Supplier is not responsible for the selection or suitability of the installation location, mounting height, positioning, orientation, fixing method, adhesive, substrate, surface condition, luminance contrast, lighting conditions or other site specific factors, except to the extent expressly agreed in writing by the Supplier.

The Customer is responsible for ensuring that the installer has reviewed the relevant installation requirements and that the site, lighting conditions and mounting surface are suitable for the Goods prior to installation.

The Supplier is not responsible for loss, damage, non-compliance or performance issues arising from incorrect installation, unsuitable site conditions, inappropriate fixing methods, modification of the Goods, or installation contrary to the Supplier's instructions or recommendations.

11. Order Cancellations 

The Customer Acknowledges & Agrees That:

11.1a. If any order placed by the Customer is cancelled by the Customer, the Customer is responsible for any costs incurred by the Supplier related to the order at the time of cancellation.

11.1b. Title and property in all Goods remain vested in the Supplier and do not pass to the Customer;

11.1c. The Customer must hold the Goods as fiduciary bailee and agent for the Supplier;

11.1d. The Customer must keep the Goods separate from its own goods and maintain the labelling and packaging of the Supplier;

11.1e. The Customer is required to hold the proceeds of any sale of the Goods on trust for the Supplier in a separate account;

11.1f. The Customer must deliver up all Goods to the Supplier immediately upon service of a written demand; and

11.1h. The Supplier may without notice, enter any premises where it suspects the Goods may be and remove them, notwithstanding that they may have been attached to other Goods not the property of the Supplier, and for this purpose the Customer irrevocably licences the Supplier to enter such premises and also indemnifies the Supplier from and against all costs, claims, demands or actions by any party arising from such action, until full payment in cleared funds is received by the Supplier for all Goods supplied by it to the Customer, as well as all other amounts owing to the Supplier by the Customer.

11.2 No cancellation or suspension of an order for goods and/or services is binding on the Supplier after acceptance by the Supplier.

12. Returns

12.1 All Goods and Services are sold on a non-returnable, non-refundable basis and, may only be returned if:

            12.1 a All conditions set out in the Supplier’s Warranty Policy are met;

            12.1 b or the Goods are damaged by the Supplier upon delivery;

            12.1 c or are incorrectly supplied by the Supplier.

12.2 Any claim by the Customer that the Goods are damaged or incorrectly supplied must be made in writing to the Supplier within 5 business days of receipt of the Goods by the Customer and the Customer must provide a reasonable opportunity to the Supplier to inspect the Goods. The Customer then has 14 Business Days to return the damaged or incorrect item back to our store.

12.3 The Supplier may, in its sole and absolute discretion, agree to accept a return of some or all of the Goods but all such Goods returned may be subject to a minimum 25% restocking or handling fee.

13. Payment Default

13.1  If the Customer defaults in payment by the due date of any amount payable to 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.

The Supplier may, without prejudice to any accrued rights or other remedy available to it:

      13.1 a. Charge the Customer interest on any sum due at the prevailing rate pursuant to the Penalty Interest Rates Act 1983 plus 2 percent for the period from the due date until the date of payment in full;

      13.1 b. Charge the Customer for expenses and costs (including legal costs on a solicitor/own client basis) incurred by it resulting from the default and in taking whatever action it deems appropriate to recover any sum due;

13.1 c. Cease or suspend for such period as the Supplier deems fit, supply of any further Goods, Services, or credit to the Customer; and

13.1 d. Terminate any unperformed contract by the way of notice in writing to the Customer

14. Passing of Property in Goods

14.1 These Conditions constitute a Security Agreement for the purposes of the PPSA;

14.2 These Conditions create a Security Interest in all Goods and Proceeds of the Goods and Other Property in favour of the Supplier.

14.3  The Customer agrees that:

14.3 a These Conditions also create a Security Interest in all of the Customer’s Other Property, although such Security Interest is not intended to prevent the Customer from transferring such Other Property in the ordinary course of the Customer’s business; and

14.3 b Separately charges all land owned now and in the future by the Customer whether owned alone or jointly as a tenant in common or as a joint tenant, in favour of the Supplier to secure payment and performance of all the Customer’s obligations under these Conditions.

14.4  To assure performance of its obligations under these Conditions, the Customer hereby grants the Supplier an irrevocable power of attorney to do anything the Supplier considers should be done by the Customer pursuant to these Conditions. The Supplier may recover from the Customer the cost of doing anything under this clause 6, including PPSA registration fees.

15. GST and Duties

15.1 Prices for Goods and/or Services exclude GST unless stated otherwise.

15.2 Prices for the supply of Goods and or Services exclude sales tax, consumption of goods and services tax, and any other taxes, duties or imposts imposed on or in relation to the Goods and or Services.

15.3 If prices for Goods and or Services provided by the Supplier do not expressly indicate that the prices include GST then the Customer will pay the Supplier the price for the Goods and or Services plus GST.

15.4 “Braille Only” Products - GST is payable on all Goods & Services provided by with the exception of ‘Braille Only’: ATO ID 2005/78, Braille Strips or Braille Overlays Ref: ATO ID 2005/80 and Tactile Ground Surface Indicators TGSI’s : ATO ID 2002/230 which are also GST Free. Quoted in $AUD ex GST unless otherwise specified.

16. Privacy Policy 

The collection, use, storage, and disclosure of personal information by The Supplier is governed by the Supplier’s Privacy Policy, which forms part of these Terms & Conditions.

The Supplier’s Privacy Policy outlines the types of personal information the Supplier collects, how it is used, when it may be disclosed to third parties, how it is protected, and how the Customer may access or request correction of their personal information. The current version of the Supplier’s Privacy Policy is available on our website.

17. Resale of Goods

17.1 The Customer may resell the Goods in the ordinary course of its business (but may not otherwise sell or encumber the goods) and if it does so shall receive the proceeds of resale as trustee of the Supplier, to be held in trust for the Supplier. The Supplier shall be entitled to trace the proceeds of resale.

17.2 The Customer is expressly prohibited from reselling the Supplier's products on any retail platform without the prior express permission and written agreement of the Supplier. Any unauthorised resale of the Supplier's products shall be considered a breach of these terms and conditions. The Supplier reserves the right to take appropriate legal action against the Customer for any unauthorised resale of its products. 

18. Liability

18.1 Except as specifically set out herein, any term, condition or warranty in respect of the quality, fitness for purpose, condition, description or manufacture of the Goods, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.

18.2 The Supplier is not liable for any indirect or consequential losses or expenses suffered by the Customer or any third party, however caused, including but not limited to loss of turnover, profits, business or goodwill.

18.3 The Supplier will not be liable for any loss, damage or claim suffered by the Customer where the Supplier has failed to meet any delivery date or cancels or suspends the supply of Goods or for any Goods that display a “use-by” date that are sold or distributed by the Customer after that date.

18.4 If the Customer is a consumer as defined under the Competition and Consumer Act 2010 (Cth), the Supplier's liability is limited to replacement or repair of the Goods or resupply of the Services at the Supplier’s discretion.

18.5 Nothing in these Conditions excludes, restricts, or modifies any State or Federal legislation in force in Australia.

19. Limitation of Liability

19.1 To the maximum extent permitted by law, the Supplier will not be liable for any indirect, incidental, special or consequential loss or damage arising from or in connection with the Goods, Services or these Terms & Conditions, including loss of profit, revenue, business, opportunity, anticipated savings, production, use, goodwill, or loss arising from project delays or disruption.

19.2 To the maximum extent permitted by law, where the Supplier is liable in connection with the supply of Goods or Services, the Supplier's liability will be limited to the remedies available under these Terms & Conditions or, where permitted by law, the repair, replacement or resupply of the affected Goods or Services, or the cost of doing so.

19.3 The Supplier will not be liable for loss, damage, costs or expenses arising from matters outside the Supplier's reasonable control, including Customer supplied information, approved proofs, installation or modification by others, unsuitable site conditions, incorrect product selection, or use of the Goods other than for their intended purpose, except to the extent that such loss or damage was caused by the Supplier or liability cannot lawfully be excluded.

19.4 To the maximum extent permitted by law, the Supplier's total aggregate liability arising out of or in connection with the supply of the affected Goods or Services will not exceed the amount paid or payable by the Customer to the Supplier for those Goods or Services giving rise to the claim.

19.5 Nothing in these Terms & Conditions excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded, restricted or modified, including any applicable rights under the Australian Consumer Law.

20. Force Majeure

20.1 The Supplier will not be liable for any delay or failure to perform its obligations where such delay or failure arises from events or circumstances beyond its reasonable control, including but not limited to acts of God, flood, fire, storm, pandemic, epidemic, war, terrorism, civil unrest, industrial disputes, strikes, lockouts, lockdowns, government action, changes in law, transport disruptions, shortages of labour, materials or utilities, supplier or manufacturer delays, supply chain disruptions, telecommunications or information technology failures, or any other event beyond the reasonable control of the Supplier. 

21. Intellectual Property

21.1 All intellectual property rights owned, developed or created by the Supplier in connection with the Goods and Services, including but not limited to designs, technologies, manufacturing methods, processes, trademarks, graphics, artwork, drawings, specifications, prototypes, samples, tooling and other proprietary material, remain the property of the Supplier unless otherwise expressly agreed in writing.

21.2 The Customer must not reproduce, copy, distribute, manufacture from, provide to a third party, commercially exploit or otherwise use the Supplier's intellectual property without the Supplier's prior written consent, except to the extent expressly authorised by the Supplier in writing.

21.3 Where a separate Intellectual Property Agreement, confidentiality agreement, development agreement or other written agreement relating to intellectual property applies, that agreement will apply in addition to these Terms & Conditions. To the extent of any inconsistency concerning intellectual property, the terms of the applicable specific agreement will prevail. 

22. Confidentiality

22.1 Both parties agree to maintain the confidentiality of all information obtained during the execution of the contract. This includes pricing, product specifications, and any other proprietary information.

23. Indemnification

22.1 The Customer agrees to indemnify and hold harmless the Supplier from and against any claims, damages, liabilities, and expenses arising out of the Customer's breach of these terms, negligence, or wilful misconduct.

24. Dispute Resolution

24.1 Any disputes arising from these terms and conditions will first be attempted to be resolved through good-faith negotiations. If a resolution cannot be reached, both Parties agree to attempt mediation before initiating any formal legal proceedings.

25. Termination

25.1 The Supplier reserves the right to terminate any agreement with the Customer immediately if the Customer breaches any of these terms and conditions. Upon termination, all amounts owed to the Supplier become immediately due and payable.