CITYGREEN – GLOBAL TERMS AND CONDITIONS OF SALE

(Covering Australia, United States of America, and Canada)

 

These Terms and Conditions of Sale (“Terms”) apply to all quotations, proposals, offers, Order Confirmations, sales of Goods and the supply of Services by the relevant Citygreen entity to the Customer, as set out below. By placing an Order with the Supplier, the Customer is deemed to have accepted these Terms.

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1. PARTIES AND REGIONAL APPLICATION

 

1.1. For the purposes of these Terms, the “Supplier” is the relevant Citygreen entity determined by the Customer’s principal place of business as follows:

(a) Australia – If the Customer is located in Australia, the Supplier is:
Citygreen Systems Pty Ltd
ABN 81 147 746 192
128 George Street, Singleton NSW 2330, Australia
(“Citygreen AU”).

(b) United States of America – If the Customer is located in the United States of America, the Supplier is:
Citygreen Systems LLC
444 W Ocean Blvd, Suite 707, Long Beach, California 90802, USA
(“Citygreen USA”).

(c) Canada – If the Customer is located in Canada, the Supplier is:
Citygreen Systems Ltd
720 – 999 West Broadway, Vancouver, BC V5Z 1K5, Canada
(“Citygreen CA”).

1.2. These Terms apply globally, but certain clauses expressly refer to laws or regimes that only apply in particular jurisdictions. Those clauses apply to the extent permitted and required by the laws of the Customer’s location.

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2. DEFINITIONS

 

In these Terms, unless the context otherwise requires:

2.1. Customer means the party purchasing the Goods or Services from the Supplier, and includes any person acting on behalf of and with the authority of the Customer.

2.2. Guarantor means the person(s) or entity who agrees to be liable for the debts of the Customer.

2.3. Order means any request for the provision of Goods and/or Services by the Customer which has been accepted by the Supplier (including verbally, by email, online via the Website, or by issuing an Order Confirmation or invoice).

2.4. Goods include landscape, civil, horticultural and urban infrastructure products provided to the Customer by the Supplier, and includes any items listed in the Supplier’s quotation, Order Confirmation or tax invoice (for example Stratavault, StrataCell, Strataflow Kerb Inlets, StrataShield Stormwater Pits, tree grates, tree guards, planter boxes, bollards, seating and other street furniture).

2.5. Services may include delivery, design assistance, advice or recommendations, consultation for tree pits, civil and stormwater design, installation guidance and any other services provided by the Supplier.

2.6. Price means the amount invoiced by the Supplier for the Goods and/or Services, as adjusted in accordance with these Terms.

2.7. Website means the Supplier’s primary website at citygreen.com and any related pages or subdomains published by or on behalf of the Supplier.

2.8. Indirect, Special or Consequential loss or damage includes:
(a) any loss of income, profit or business;
(b) any loss of goodwill or reputation; and
(c) any loss of value of intellectual property.

2.9. Major Failure has the meaning given to it in the Australian Competition and Consumer Act 2010 (Cth) and, where applicable, the equivalent concept in other consumer protection laws.

2.10. Accredited Contractor means a contractor nominated or approved by the Supplier in writing as suitably qualified and competent to install the Goods in accordance with the Supplier’s design specifications and warranty requirements.

2.11. Specifications means any drawings, designs, manuals, installation requirements, technical documents or instructions provided or approved by the Supplier in relation to the Goods or Services.

2.12. Credit Reporting Body includes any agency or platform authorised to hold and share credit-related information about businesses or individuals, including without limitation:
(a) in Australia – CreditorWatch and any other registered credit reporting body;
(b) in the United States – commercial credit bureaus such as Dun & Bradstreet, Experian, Equifax or others;
(c) in Canada – commercial credit bureaus such as Equifax, TransUnion or others.

2.13. Terms such as “Security Agreement”, “Security Interest”, “personal property”, “Collateral”, “Financing Statement” and similar expressions shall have the meanings prescribed in the applicable personal property security legislation in the relevant jurisdiction (including, as appropriate, the Australian Personal Property Securities Act 2009 (Cth), the Canadian provincial PPSA statutes, and Article 9 of the U.S. Uniform Commercial Code).

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3. GENERAL

 

3.1. The Agreement between the parties is constituted by these Terms together with the Supplier’s written or verbal quotation, any Credit Application, any Order Confirmation and any other written terms agreed in writing by the Supplier.

3.2. Any Order requested by the Customer is deemed to incorporate these Terms. If there is any inconsistency between these Terms and the Customer’s terms (including purchase order terms), these Terms prevail to the extent of that inconsistency.

3.3. These Terms may only be varied by a written document signed by an authorised representative of the Supplier.

3.4. These Terms are binding on the Customer, its heirs, successors, permitted assigns, executors, trustees and, where applicable, any liquidator, receiver or administrator.

3.5. If any provision of these Terms is held to be invalid, void, illegal or unenforceable, that provision is severed and the remaining provisions remain in full force and effect.

3.6. The Supplier may display updated Terms on the Website. Those Terms apply to all future dealings from the time they are published on the Website, and the Customer is deemed to have notice of them.

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4. PLACEMENT OF ORDERS, QUOTATIONS & VALIDITY

 

4.1. The Customer may place an Order in person or by telephone, email, facsimile or via the Website.

4.2. Any written quotation given by the Supplier shall, unless otherwise stated, be valid for thirty (30) days from the date of the written quotation.

4.3. All prices in a quotation are based on taxes, statutory charges, freight and input costs current at the time of the quotation. If those amounts change between the date of the quotation and the date of invoice, the difference shall be borne by the Customer and may be added to the Price.

4.4. All written quotations provided by the Supplier are project-specific and relate only to the particular project, scope, quantity and scale described in the quotation or Order Confirmation.

4.5. The Supplier strongly recommends that the Customer include “rise-and-fall” or escalation terms in any bid or contract submission based on the Supplier’s pricing, in order to protect the Customer against market fluctuations (including changes in material, labour and freight costs).

4.6. Prior to contract pre-award discussions, the Customer must check all pricing with the Supplier’s estimating team to confirm that prices quoted at the time of tender remain applicable. The Supplier reserves the right to change prices without notice once a quotation has expired or where market or cost conditions have materially changed.

4.7. An Order is accepted when the Supplier confirms acceptance in writing, issues an Order Confirmation, dispatches Goods or commences performance of the Services, whichever occurs first.

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5. PRICE, PROJECT-SPECIFIC RATES & INSTALLATION REQUIREMENTS

 

5.1. At the Supplier’s sole discretion the Price shall be either:
(a) as detailed in the Supplier’s tax invoice or Order Confirmation; or
(b) as set out in the Supplier’s quotation.

5.2. The Supplier reserves the right to change the Price in the event of any variation to the Order, delay, additional or changed scope, or incorrect/incomplete information provided by the Customer. Any such adjustment will be notified in writing within a reasonable time.

5.3. Unless specifically stated otherwise, the Price is based on delivery of the Goods to one nominated address only. If the Customer instructs the Supplier to arrange delivery to more than one address, or to provide special delivery services, the additional costs will be borne by the Customer and may be added to the Price.

5.4. All rates and prices quoted by the Supplier are project-specific and apply only to the nominated project scope, quantity and scale specified in the Supplier’s quotation, Order Confirmation or tax invoice. If the project scope, quantity, scale, site conditions or any other key assumptions differ from those originally quoted, the Supplier may adjust the Price accordingly.

5.5. The Customer is responsible for the accurate interpretation and communication of the original project requirements, and the Supplier is entitled to rely on the information provided by the Customer. The Supplier is not responsible for any loss or cost arising from incomplete or inaccurate information.

5.6. Construction and installation of the Goods must be completed in accordance with the Specifications provided or approved by the Supplier.

5.7. Installation of the Goods must be carried out by an Accredited Contractor, unless the Supplier has expressly agreed in writing to an alternative arrangement.

5.8. The Supplier’s warranty is contingent upon compliance with clauses 5.6 and 5.7. Where the Goods are not installed by an Accredited Contractor and/or not installed strictly in accordance with the Supplier’s Specifications, the Supplier may, to the fullest extent permitted by law, refuse or limit warranty claims and such non-compliance may void the warranty.

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6. PAYMENT TERMS, CREDIT POLICY & CREDIT REPORTING

 

6.1 Non-Account Customers

6.1.1. Where the Customer does not hold an approved credit account with the Supplier, the Customer must make full payment of the Price at the time and in the manner specified in the Supplier’s quotation or tax invoice.

6.1.2. In the absence of express payment terms, the Customer must pay the Price prior to delivery or collection of the Goods. The Supplier is entitled to withhold delivery or release of Goods until payment has been made in full and in cleared funds.

6.1.3. For engineered and fabricated metal product orders (including tree grates, planter boxes, tree guards, bollards, seating and other custom or site-specific street furniture), the Customer must pay a 50% deposit at the time of Order, with the balance payable before dispatch, unless otherwise agreed in writing by the Supplier.

6.2 Account Customers and Credit

6.2.1. The Supplier may, in its sole discretion, grant credit terms upon submission and approval of a completed Credit Application Form and any required supporting information. New accounts generally require a satisfactory trading history and may require an initial deposit or other security.

6.2.2. Credit terms (including payment periods and limits) are as specified in the Credit Application Form or as otherwise agreed in writing by the Supplier. Unless otherwise stated, standard trade terms are thirty (30) days net from the date of invoice.

6.2.3. The Supplier may vary, suspend or withdraw any credit facility at any time at its discretion. Unless the Customer is in default pursuant to clause 9.1, the Supplier will provide reasonable notice before materially altering credit terms.

6.2.4. The Supplier’s preferred method of payment is Electronic Funds Transfer (EFT). Payments by credit or charge card (including Visa, MasterCard and American Express) may incur standard industry processing fees, which will be borne by the Customer.

6.2.5. The Customer acknowledges that the Supplier’s credit terms are not intended to provide interest-free finance, and that using the Supplier as a de facto interest-free bank by systematically or significantly paying late is a misuse of the credit facility.

6.3 Credit Reporting and Late Payment Consequences

6.3.1. If the Customer fails to pay any amount by its due date, the Supplier may do any or all of the following, in addition to other rights under these Terms or at law:
(a) charge account-keeping fees and interest under clause 9;
(b) suspend or cancel further deliveries;
(c) withdraw or reduce the Customer’s credit facility;
(d) refer the Customer’s account to a debt collection agency or law firm;
(e) report the Customer’s payment history, defaults and serious credit infringements to a Credit Reporting Body.

6.3.2. Australia (Citygreen AU): The Customer acknowledges that Citygreen AU is a member of a credit reporting network (including CreditorWatch) and may list late, overdue, defaulted or recovered debts with that network. Such reporting may be visible to a large number of other suppliers and credit providers and may:
(a) adversely affect the Customer’s credit rating and credit reputation;
(b) limit or prevent the Customer’s ability to obtain or retain credit terms with other suppliers;
(c) have serious and wide-reaching commercial consequences for the Customer.

6.3.3. United States and Canada (Citygreen USA and Citygreen CA): The Customer acknowledges that Citygreen USA and Citygreen CA may report late or defaulted accounts to relevant commercial credit bureaus and databases, may register security interests (including UCC-1 financing statements in the USA and PPSA registrations in Canada), and may share credit-related information with other lawful credit providers and agencies, which may adversely impact the Customer’s credit standing and access to future credit.

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7. TAXES

 

7.1. Unless expressly stated otherwise, all Prices are exclusive of applicable taxes.

7.2. In Australia, Goods and Services Tax (GST) is payable in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth), and GST will be added to the Price at the prevailing rate.

7.3. In the United States, applicable federal, state and local sales or use taxes will be added to the Price where required by law.

7.4. In Canada, applicable GST/HST/PST or other provincial and federal taxes will be added to the Price where required by law.

7.5. The Supplier will issue tax invoices that comply with applicable tax legislation in the relevant jurisdiction. The Customer must pay all such taxes in addition to the Price.

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8. SUPPLY AND DELIVERY OF GOODS

 

8.1. The Supplier reserves the right to decline any Order in whole or in part.

8.2. The Supplier is not obliged to deliver Goods or perform Services while the Customer is in default under these Terms.

8.3. Delivery is deemed complete when:
(a) the Goods are collected by the Customer or the Customer’s carrier from the Supplier; or
(b) the Goods are delivered to the Customer’s nominated delivery address or any other site nominated by the Customer; or
(c) the Goods are delivered to a carrier nominated by the Supplier or the Customer.

8.4. Unless otherwise stated, the Price includes delivery of Goods to one address only. Additional deliveries or re-deliveries (including due to failed delivery) may incur further charges payable by the Customer.

8.5. If the Customer fails to make all arrangements necessary to take delivery of the Goods, the Customer may be charged a non-delivery fee and a reasonable fee for redelivery and storage.

8.6. The Customer must ensure that a compliant forklift or other suitable unloading equipment and safe access are available at the time of delivery, unless the Supplier has agreed in writing to alternative arrangements. The Customer is responsible for any costs or damage arising from inadequate unloading arrangements.

8.7. Subject to any express written commitment, the Supplier does not warrant that Goods will be delivered at any specific time or date requested by the Customer. Delivery dates and lead times are estimates only and may change due to manufacturing, logistics and other constraints.

8.8. Standard lead times are as follows (subject to stock and capacity):
(a) Non-custom products (such as Stratavault, StrataCell, Strataflow Kerb Inlets, StrataShield Stormwater Pits and similar standard products): typically 2–10 business days from confirmed Order.
(b) Engineered and fabricated metal products (such as tree grates, planter boxes, tree guards, bollards, seating and other street furniture items): typically 10–12 weeks from confirmed Order, unless otherwise agreed in writing.

8.9. To the fullest extent permitted by law, the Supplier is not liable for any Indirect, Special or Consequential loss or damage arising from or in connection with delay in delivery, where such delay is beyond the Supplier’s reasonable control.

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9. DEFAULT AND LATE PAYMENTS

 

9.1. The Customer will be in default if:
(a) it fails to pay any amount due under these Terms in accordance with clauses 5 and 6;
(b) it breaches any other obligation under these Terms and fails to remedy that breach within a reasonable time after notice;
(c) the Supplier reasonably believes that there is a significant risk that the Customer is or will be unable to pay its debts as and when they fall due;
(d) the Customer becomes insolvent, enters into administration, receivership or liquidation, or proposes a compromise or arrangement with creditors; or
(e) the Customer ceases or threatens to cease trading.

9.2. Upon default, all amounts owing to the Supplier, whether due for payment or not, become immediately due and payable.

9.3. Without prejudice to any other rights, the Supplier may charge a monthly account-keeping fee on overdue accounts and may charge interest on overdue amounts at a rate not exceeding a commercially reasonable rate (for example, a margin above the applicable central bank or prime lending rate).

9.4. The Customer agrees that account-keeping fees and reasonable interest charges are a genuine pre-estimate of the Supplier’s loss resulting from late payment.

9.5. If the Customer fails to pay by the due date, the Supplier may refer the account to a debt collection agency or law firm and the Customer shall be liable for all reasonable collection costs, legal costs (on an indemnity basis) and disbursements incurred in recovering any overdue amounts.

9.6. The Customer acknowledges and agrees that the consequences of default may include reporting to Credit Reporting Bodies as set out in clause 6.3, which may significantly affect the Customer’s broader credit standing and its ability to trade on credit with other parties.

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10. RISK AND LIABILITY

 

10.1. Risk in the Goods passes to the Customer upon delivery or collection as described in clause 8.3, including all risks associated with unloading and on-site handling.

10.2. The Customer is responsible for notifying the Supplier of any special requirements, conditions or constraints relevant to the Goods, the Site or the Services. The Supplier relies on the integrity and completeness of the information supplied by the Customer.

10.3. The Supplier will use reasonable endeavours to deliver Goods in the manner and at the time stipulated, but will not be liable for any loss or damage sustained as a result of reasonable or unavoidable delays.

10.4. The Supplier is not responsible for any loss, damage or additional cost arising from the Goods being unsuitable or not fit for the Customer’s intended purpose where such unsuitability is the result of insufficient, incorrect or incomplete information provided by the Customer.

10.5. To the fullest extent permitted by law, the Supplier is not liable for any representations made by third parties in relation to the Goods or any delay in delivery by third-party carriers.

10.6. Subject to clause 12 and any non-excludable statutory rights, the Supplier is not liable for any Indirect, Special or Consequential loss or damage suffered by the Customer arising out of or in connection with the supply or use of the Goods or Services.

10.7. Force Majeure: If the Supplier’s ability to perform its obligations is adversely affected by an event beyond its reasonable control (including but not limited to natural disasters, pandemics, industrial action, disruption of supply chains, transport disruptions or government restrictions), the Supplier may suspend performance or terminate the Agreement on notice without liability for any resulting loss or damage.

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11. WARRANTY

 

11.1. The Supplier’s Goods may be accompanied by specific written warranties or warranty schedules. Where applicable, those warranties form part of these Terms.

11.2. The Customer must report any defect in the Goods within seven (7) days from the date the defect became apparent (time being of the essence), and must provide reasonable evidence, including proof of purchase and photographs, to support the claim.

11.3. The Supplier warrants that Goods will be free from defects in materials and workmanship for the respective warranty periods notified by the Supplier, including (by way of example only):

• Aeration products – 3 months
• Geotextiles – 3 months
• Root Ball Guying products – 3 months
• Root Management products – 3 months
• Structural Cells – 20 years
• Tree Grilles & Tree Guards – 12 months

11.4. Warranty is generally limited to repair or replacement of defective Goods (or, where permitted by law, refund of the Price), at the Supplier’s discretion. Labour, removal and reinstallation costs, freight and associated project costs are not covered under the product warranty unless expressly agreed in writing.

11.5. Warranty is expressly conditional on:
(a) installation of the Goods by an Accredited Contractor (unless otherwise agreed in writing);
(b) installation and use of the Goods strictly in accordance with the Supplier’s Specifications, manuals, drawings and instructions; and
(c) the Goods not being altered, modified or repaired without the Supplier’s prior written approval.

11.6. To the fullest extent permitted by law, the Supplier may refuse warranty claims or declare the warranty void if any of the conditions in clause 11.5 are not met, or if damage arises from misuse, negligence, improper or abnormal use, inadequate maintenance, or site conditions outside the Goods’ design parameters.

11.7. Statutory consumer rights not excluded:
(a) In Australia, Goods come with guarantees that cannot be excluded under the Australian Consumer Law. The Customer is entitled to a replacement or refund for a Major Failure and compensation for any other reasonably foreseeable loss or damage, and is also entitled to have the Goods repaired or replaced if the Goods are not of acceptable quality and the failure does not amount to a Major Failure.
(b) In the United States and Canada, nothing in these Terms is intended to exclude, restrict or modify any rights or remedies that cannot lawfully be excluded under applicable consumer protection, sale of goods or similar legislation in the Customer’s jurisdiction.

11.8. The Supplier is not liable to compensate the Customer for any reasonable delay in remedying defective Goods or in assessing the Customer’s claim. The Customer must cooperate with the Supplier in investigating and resolving any defect claim.

11.9. To the extent permitted by law, if Goods or Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, the Supplier’s liability for breach of a statutory guarantee is limited, at the Supplier’s option, to:
(a) in the case of Goods – the repair or replacement of the Goods, or payment of the cost of such repair or replacement;
(b) in the case of Services – the supply of the Services again, or payment of the cost of having the Services supplied again.

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12. RETENTION OF TITLE AND SECURITY INTERESTS

 

12.1. Risk in the Goods passes to the Customer in accordance with clause 10.1, but title (ownership) in the Goods remains with the Supplier until the Supplier has received payment in full (in cleared funds) of all amounts owing by the Customer in respect of the Goods and any other amounts due under these Terms.

12.2. Until title passes to the Customer:
(a) the Customer holds the Goods as bailee and fiduciary for the Supplier;
(b) the Customer must store the Goods separately so they can be clearly identified as the property of the Supplier;
(c) the Customer must keep the Goods insured for their full replacement value;
(d) the Customer must not grant or allow any other Security Interest or encumbrance over the Goods.

12.3. The Customer may resell or use the Goods in the ordinary course of its business. If it does so, the Customer holds the proceeds of sale (to the extent of amounts owing to the Supplier) in a separate identifiable account on trust for the Supplier and must promptly account to the Supplier for those proceeds.

12.4. The Customer grants to the Supplier a Security Interest in the Goods and in any proceeds of sale as security for payment of the Price and all other amounts owing. The Customer acknowledges that the Supplier may register such Security Interests under any applicable personal property security legislation (including the PPSA in Australia, the PPSA in the relevant Canadian province, and UCC Article 9 filings in the USA).

12.5. The Customer must promptly do all things (including executing documents and providing information) reasonably required by the Supplier to perfect, maintain and enforce its Security Interests.

12.6. If the Customer is in default, the Supplier may, to the fullest extent permitted by law, enter the Customer’s premises or any other place where the Goods are located, retake possession of the Goods without liability for trespass or damage (subject only to applicable law), and may retain, sell or otherwise dispose of the Goods in partial or full satisfaction of the amounts owing.

12.7. The Supplier’s rights under this clause are in addition to and not in substitution for any other rights or remedies available at law or in equity.

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13. TERMINATION AND CANCELLATION

 

13.1. The Supplier may cancel any Order or delivery of Goods at any time before delivery by giving written notice to the Customer. In such event, the Supplier shall refund any amounts paid in respect of the cancelled Goods, and will have no further liability to the Customer in relation to that cancellation, to the fullest extent permitted by law.

13.2. Without prejudice to other remedies, the Supplier may cancel any Order or suspend deliveries if the Customer is in default under these Terms or if the Supplier reasonably considers that the Customer may not be able to meet its payment obligations.

13.3. The Customer may not cancel an Order without the Supplier’s prior written consent. If the Supplier agrees to cancellation, the Customer may be liable for any costs incurred by the Supplier up to the time of cancellation, including administration, manufacturing, freight, restocking (which may include restocking fees and structural inspection/repackaging fees) and loss of profit.

13.4. Custom-made or specially manufactured Goods, including engineered and fabricated metal products, are generally non-cancellable and non-returnable once production has commenced, except as required by law or as expressly agreed in writing.

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14. RETURNS POLICY

 

14.1. The Supplier may, at its discretion and subject to these Terms, accept returns of certain stock items. Custom or non-standard items are typically not returnable.

14.2. Where returns are accepted, they are subject to the following conditions:
(a) Goods must be packed on pallets as originally supplied, strapped and wrapped, and dimensions provided to the Supplier to allow collection to be arranged.
(b) A suitable forklift or unloading equipment must be available on site at the time of courier collection.
(c) Stock must be as-new, clean, unmarked and in resalable condition.
(d) A structural inspection and repackaging fee (for example, 25% of the invoiced stock value) may apply.
(e) A further restocking and administrative fee (for example, 35% of the invoiced stock value) may apply.
(f) Return shipping will be arranged by the Supplier and is billable to the Customer.
(g) Materials returned that were not supplied by the Supplier, or which are structurally damaged or unsaleable, may attract disposal charges at industry disposal rates.

14.3. The Supplier’s objective is to act as a fair and cooperative project partner while managing costs and stock integrity.

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15. SET-OFF

 

15.1. The Customer is not entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Customer by the Supplier unless the Supplier has agreed in writing.

15.2. The Supplier may plead this clause as a bar to any proceeding involving set-off by the Customer.

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16. INSURANCE

 

16.1. The Supplier is not obliged to arrange insurance for the Goods on behalf of the Customer. The Customer is responsible for effecting any insurance cover it requires in respect of the Goods, the Site, or any associated risks, at its own cost.

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17. AGREED USE AND INDEMNITY

 

17.1. The Customer acknowledges that it may forfeit any rights it may have against the Supplier if:
(a) the Goods are used for any purpose for which they are not reasonably intended, or in a manner contrary to Specifications, manuals or installation requirements; or
(b) any alteration or modification is carried out other than as intended or approved by the Supplier, or the Goods are not repaired by an authorised repairer.

17.2. The Customer is solely responsible for any damage or injury to property or person arising from the Customer’s use of the Goods. The Customer indemnifies and holds harmless the Supplier, its employees and agents against all claims, losses, damages, costs and expenses arising out of or in connection with such use, except to the extent caused by the Supplier’s negligence or wilful misconduct or as otherwise required by law.

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18. GOVERNING LAW AND JURISDICTION

 

18.1. Where the Customer is located in Australia, these Terms are governed by the laws of New South Wales, Australia, and the parties submit to the exclusive jurisdiction of the courts of that State.

18.2. Where the Customer is located in the United States of America, these Terms are governed by the laws of the State of California, USA, without regard to conflict of laws principles, and the parties submit to the exclusive jurisdiction of the courts of that State.

18.3. Where the Customer is located in Canada, these Terms are governed by the laws of the Province of British Columbia, and the federal laws of Canada applicable therein, and the parties submit to the exclusive jurisdiction of the courts of British Columbia.

18.4. Nothing in this clause limits any mandatory protections or jurisdictional rights that apply under consumer protection or similar laws in the Customer’s location.

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19. PRIVACY AND CREDIT INFORMATION

 

19.1. The Supplier collects, uses and discloses personal information about the Customer and any Guarantor for the purposes of:
(a) assessing credit applications and ongoing creditworthiness;
(b) establishing and managing customer accounts;
(c) supplying Goods and Services;
(d) collecting overdue amounts; and
(e) complying with legal and regulatory obligations.

19.2. The Supplier will handle personal information in accordance with applicable privacy laws and any published privacy policy on the Website.

19.3. In Australia, the Supplier will comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles, including in respect of credit reporting, and may disclose information to Credit Reporting Bodies such as CreditorWatch as permitted by that Act.

19.4. In the United States and Canada, the Supplier will comply with applicable federal and state/provincial privacy and credit reporting laws, and may disclose credit information to recognised commercial credit bureaus and agencies for lawful purposes, including assessing credit, managing accounts and recovering debts.

19.5. By applying for credit or placing an Order, the Customer and any Guarantor consents to the Supplier obtaining and exchanging information with Credit Reporting Bodies, trade referees and other credit providers as reasonably required for the purposes set out in this clause, and acknowledges that defaults may be reported and may adversely affect their credit standing.

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20. ENTIRE AGREEMENT AND CONSUMER PROTECTION

 

20.1. These Terms, together with the Supplier’s quotation, Order Confirmation, Credit Application and any other documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior discussions, representations and agreements.

20.2. Any provision of these Terms that purports to exclude, restrict or modify any non-excludable statutory right or remedy will be deemed to be varied to the minimum extent necessary to comply with that legislation and shall be read down accordingly.

20.3. Nothing in these Terms is intended to exclude or limit any rights or remedies of the Customer that cannot be excluded, restricted or modified under applicable consumer protection or fair trading laws in the Customer’s jurisdiction (including, where applicable, the Australian Consumer Law, U.S. state and federal consumer protection statutes, and Canadian federal and provincial consumer protection laws).

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If you have any questions about how these Terms apply in your region (Australia, USA or Canada), please reach out to our friendly team before placing an order.