Agreed terms

1 Provision of Brick N Pave’s Services and Goods.

1.1The Customer agrees that the supply of Goods or Services by Brick N Pave to the Customer is subject to these Terms and Conditions.

1.2The Customer agrees that, except as expressly agreed in writing by Brick N Pave:

(a)an offer to supply Goods or Services by Brick N Pave is conditional on the Customer’s acceptance of these Terms and Conditions;

(b)any acceptance by Brick N Pave of an offer by the Customer to acquire Goods or Services from Brick N Pave is conditional on the Customer accepting these Terms and Conditions; and

(c)any terms and conditions proposed by the Customer in connection with the supply of Goods or Services by Brick N Pave are expressly excluded, including any term or condition in any prior or subsequent purchase order or communication from the Customer.

1.3Unless Brick N Pave expressly agrees in writing otherwise:

(a)these Terms and Conditions; and

(b)the last Quotation issued by Brick N Pave (as varied in accordance with these Terms and Conditions); and

(c)the Purchase Order,

constitute the entire agreement between Brick N Pave and the Customer.  If there is any inconsistency, discrepancy or ambiguity between the documents listed in this clause 1.3, the inconsistency, discrepancy or ambiguity will be resolved by giving precedence to the document highest in the list except to the extent otherwise determined by Brick N Pave.

1.4To the extent permitted by law, any statement, representation or promise made in any document, negotiation, discussion or prior Quotation has no effect except to the extent expressly set out or incorporated by reference in this agreement.

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2 Quotations

2.1Without limitation, Brick N Pave may vary any aspect of a Quotation issued by it, including any prices and these Terms and Conditions, at any time prior to the formation of a contract for the supply of Goods or Services referred to in the Quotation.

2.2Any Purchase Order submitted by the Customer in response to any Quotation of Brick N Pave will not form part of the agreement between the parties nor will it be binding on Brick N Pave to the extent that it contains any change to these Terms and Conditions or proposes any alternative terms and conditions.

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3 Title and risk

3.1Risk in Goods supplied by Brick N Pave passes to the Customer on delivery to the Customer or on collection by the Customer, as determined in accordance with clause 4.

3.2Title in Goods supplied by Brick N Pave passes to the Customer on the later of delivery to the Customer or payment of the Price to Brick N Pave for the Goods.  Until title passes to the Customer in accordance with this clause, the Customer holds the Goods or products of the Services as bailee of Brick N Pave and must hold the Goods or products separately and in such a manner that they are clearly identified as the property of Brick N Pave.  Brick N Pave will be entitled, at any time, to demand the return of the Goods or products with notice to the Customer (and without incurring any liability to the Customer).  The Customer must allow Brick N Pave to enter the Customer’s premises in order to search for and remove the Goods or products.  If the Goods or products are not situated at the Customer’s premises, the Customer must allow Brick N Pave to collect the Goods or products at the site the Goods or products are situated.  The Customer shall reimburse Brick N Pave for all costs incurred resulting from Brick N Pave’s repossession of the Goods or products.

3.3If the Customer sells the Goods or products prior to such time as title in the Goods or products passes to the Customer under clause 3.2, the proceeds of any sale of the Goods or products in accordance with this clause 3.3 must be paid by the Customer into a separate account and held in trust for Brick N Pave.  The Customer must account to Brick N Pave from these proceeds for all amounts due on account of any Goods supplied by Brick N Pave for which Brick N Pave has not received payment.

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4 Completion and delivery

4.1Any date for completion of Services or delivery of Goods quoted to the Customer by Brick N Pave are estimates only and under no circumstance is Brick N Pave liable for any loss or damage, including Consequential Loss, arising from late completion of the Services or late delivery of the Goods.  Brick N Pave may complete Services or deliver Goods in advance of any date quoted to the Customer.

4.2If Brick N Pave expressly agrees (or it is stated in the Quotation) that it will deliver the Goods to the Customer’s premises or other premises (and is not otherwise providing Services at the premises), this clause 4.2 applies:

(a)Brick N Pave delivers the Goods to the Customer’s premises or other premises as the agent of the Customer and the loading, transport, delivery and unloading of Goods is at the Customer’s risk and expense;

(b)the Customer must nominate a delivery point at the Customer’s premises or other premises for the Goods and provide Brick N Pave with appropriate and sufficient access to the delivery point and Brick N Pave will use reasonable endeavours to deliver the Goods within a reasonable time of the Customer ordering the Goods;

(c)in the event that Brick N Pave is required to deliver the Goods in circumstances other than those expressly stated in the Quotation or these Terms and Conditions, or there is a change in the time or place of delivery or Brick N Pave cannot access or has difficulties accessing the delivery point at the Customer’s premises or other premises, Brick N Pave shall be entitled to payment of an additional delivery charge on a time and materials basis in respect of additional resources reasonably utilised by Brick N Pave in order to fulfil its obligation under these Terms and Conditions (and for the avoidance of doubt the Customer must promptly pay such charge if required by Brick N Pave);

(d)the quantity, description and place and date of delivery of the Goods as indicated on Brick N Pave’s tax invoice or delivery document is conclusive evidence of the quantity, description and place and date of delivery of the Goods; and

(e)the Customer releases Brick N Pave from and indemnifies Brick N Pave against all Claims in connection with the transport or delivery of the Goods.

4.3If Brick N Pave expressly agrees in the Quotation that Goods will be made available for collection, this clause 4.3 applies:

(a)Brick N Pave will make the Goods available for collection by the Customer at Brick N Pave’s nominated premises. 

(b)The Goods are deemed to be delivered to the Customer on the date that Brick N Pave notifies the Customer that the Goods are available for collection (and risk transfers on such date in accordance with clause 3.1).

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5 Force Majeure

5.1In this clause, ‘Force Majeure Event’ means any occurrence or omission outside of Brick N Pave’s reasonable control, as a direct or indirect result of which Brick N Pave is prevented from or delayed or disrupted in performing its obligations under the agreement (other than a payment obligation), and includes:

(a)inclement weather, storms, cyclones, drought, fire, flood, tsunami, lightning or earthquake;

(b)war or other state of armed hostilities (whether war is declared or not), insurrection, riot, civil commotion, act of public enemies, national emergency (whether in fact or in law) or declaration of martial law;

(c)ionising radiation or contamination by radioactivity from any nuclear waste or from combustion of nuclear fuel;

(d)epidemic or quarantine restriction or confiscation, nationalisation, requisition, expropriation, prohibition, embargo, restraint or damage to property by or under the order of any government agency;

(e)a shortage of materials or labour;

(f)any act or omission by the Customer or any third party (including any issues impacting site access for Brick N Pave);

(g)Legislative Requirements taking effect after the date of this Quote; and

(h)strike, lock-out, stoppage, labour dispute or shortage including industrial disputes that are specific to a party or the party’s subcontractors.

5.2If Brick N Pave is affected by a Force Majeure Event, Brick N Pave will not be breach of the agreement for failing to perform its obligations under this agreement and those obligations are suspended to the extent to which they are affected by the relevant Force Majeure Event, as long as the Force Majeure Event continues. 

5.3If a Force Majeure Event continues for more than three months, then either party may terminate this agreement by written notice to the other party.

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6 Invoicing and payment

6.1The Customer will pay Brick N Pave the Price for the Goods or Services.  Unless expressly agreed otherwise by Brick N Pave, the Price is exclusive of any other costs and charges associated with the supply of Goods or Services, including provision of electrical power, delivery, storage or freight charges, insurance, duties and taxes (including without limitation any custom duties or GST) that are not set out in the Quotation.  If incurred by Brick N Pave, the Customer is liable to pay for these costs and charges in addition to the Price.

6.2At any time prior to the delivery of Goods or the completion of Services, Brick N Pave may notify the Customer of any increase in the Price of the Goods or Services to reflect any increase in the cost to Brick N Pave of supplying Goods or Services due to events occurring after the Customer’s acceptance of the Quotation which are beyond Brick N Pave’s reasonable control (including without limitation, foreign exchange fluctuations, insurance, taxes, duties, cost of labour, materials and other manufacturing costs), any Force Majeure Events or any delay or disruption caused by the Customer or any of the Customer’s Personnel.  The Customer agrees that such increase notified by Brick N Pave under this Clause 6.2 will be added to the Price and be payable by the Customer in accordance with Clause 6.3.

6.3The Customer will pay Brick N Pave the amount specified in invoices issued by Brick N Pave without set off or deduction within 30 days from end of month of receipt of the invoice.  The invoice will be deemed to be received on the date the invoice is posted, faxed or emailed to the Customer by Brick N Pave.

6.4Brick N Pave may allocate the amount paid by the Customer to any debts owing by the Customer to Brick N Pave and deduct from any amount due to the Customer an amount Brick N Pave believes the Customer is liable to pay or may become due to Brick N Pave.

6.5If the Customer disputes any amount purportedly owed by it to Brick N Pave under this agreement, the Customer must nevertheless pay the amount of the invoice to Brick N Pave.  After the dispute is resolved, if it is agreed or determined that Brick N Pave has been paid more than it was entitled to be paid, the amount that has been agreed or determined will be repaid within 30 days after the agreement or determination is made.

6.6If the Customer fails to pay Brick N Pave’s invoice by the due date for payment, Brick N Pave is entitled to charge interest on the unpaid amount at 2% greater than the average cash rate published on the due date, and charge such default interest from the date when payment was due to the date payment of the full unpaid amount is made.

6.7Unless otherwise specified, any money payable under this agreement is to be paid in Australian currency.

6.8Notwithstanding this clause 6, Brick N Pave reserves the right to require payment in advance or cash on delivery.

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7 GST

7.1The consideration for a Supply made under or in connection with these Terms and Conditions does not include GST.

7.2If a Supply made under or in connection with these Terms and Conditions is a Taxable Supply, then at or before the time the consideration for the Supply is payable:

(a)the Recipient must pay the Supplier an amount equal to the GST for the Supply (in addition to the consideration otherwise payable under these Terms and Conditions for that Supply); and

(b)the Supplier must give the Recipient a Tax Invoice for the Supply.

7.3If either party has the right under these Terms and Conditions to be reimbursed or indemnified by another party for a cost incurred in connection with these Terms and Conditions, that reimbursement or indemnity excludes any GST component of that cost for which an Input Tax Credit may be claimed by the party being reimbursed or indemnified, or by its Representative Member, Joint Venture Operator or other similar person entitled to the Input Tax Credit (if any).

7.4‘Supplier’ means a party making a Supply and capitalised terms in this clause have the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

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8 Insurance

8.1The Customer must maintain and ensure that any other contractor who interfaces with Brick N Pave each maintains the following insurances:

(a)public and products liability insurance with a limit of not less than $20 million;

(b)workers’ compensation insurance as required by Legislative Requirements; and

(c)comprehensive motor vehicle insurance with a limit of not less than $5 million and compulsory motor vehicle insurance.

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9 Warranties

9.1The Customer acknowledges that it has satisfied itself that the Goods or Services are suitable for its purposes and acknowledges that it has not relied upon any warranty or representation from Brick N Pave concerning the Goods or Services.  The Customer acknowledges and agrees it takes full responsibility for the suitability of any of the Goods.  Brick N Pave warrants that:

(a)Goods supplied are of merchantable quality; and

(b)any Services are supplied with reasonable due care and skill.

9.2Except as expressly set out in these Terms and Conditions, Brick N Pave does not give and is not bound by or subject to any condition, term, warranty, representation or obligation in connection with the supply of the Goods or Services, whether such condition, term, warranty, representation or obligation is implied by virtue of any statute, the common law, equity, custom or trade usage or otherwise.

9.3This clause does not exclude, restrict or modify any condition, term, warranty, representation or obligation which cannot lawfully be excluded, restricted or modified.  If any condition, term, warranty, representation or obligation is imposed by statute or implied in this agreement and can not be lawfully excluded, restricted or modified then, to the extent permitted by law, the liability of Brick N Pave for breach of that condition, term, warranty, representation or obligation is limited to:

(a)in the case of Goods, at Brick N Pave’s sole discretion, replacing or repairing the Goods or payment of the cost of replacing or repairing the Goods; and

(b)in the case of Services, at Brick N Pave’s sole discretion, re-performing the Services or payment of the cost of re-performing the Services.

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10 Defects

10.1Brick N Pave will only be liable for defects in Goods or Services:

(a)caused by faulty materials supplied by Brick N Pave or faulty workmanship performed by Brick N Pave; and

(b)notified to Brick N Pave within 6 months of the delivery of Goods or completion of Services.

10.2Brick N Pave’s liability for defects in Goods or Services is limited to:

(a)in the case of Goods, at Brick N Pave’s sole discretion, replacing or repairing the Goods or payment of the cost of replacing or repairing the Goods; and

(b)in the case of Services, at Brick N Pave’s sole discretion, re-performing the Services or payment of the cost of re-performing the Services.

10.3For the avoidance of doubt, Brick N Pave will not be liable for defects in Goods or Services caused by:

(a)use of Goods or Services in a manner not reasonably contemplated by Brick N Pave or for purposes other than their intended purposes;

(b)modification of or interference with Goods or Services in a manner not authorised by Brick N Pave;

(c)use of the Goods or Services in a manner contrary to law;

(d)damage in transit;

(e)use of the Goods or Services by a person other than the Customer;

(f)the Customer’s failure to comply with these Terms and Conditions, the Purchase Order or the Quotation;

(g)the Customer’s failure or refusal to install engineering changes or enhancements recommended by Brick N Pave; and

(h)any other cause set out in these Terms and Conditions.

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11 Liability

11.1The Customer must indemnity Brick N Pave and its Personnel and keep Brick N Pave and its Personnel indemnified, from and against all amounts that Brick N Pave incurs or is liable for in connection with any personal injury, death or illness of any person or loss of or damage to any property, except to the extent that such injury, death, illness, loss or damage was caused or contributed to by the negligence or wilful misconduct of Brick N Pave.

11.2Notwithstanding anything to the contrary in this agreement:

(a)subject to clause 11.3, Brick N Pave will not be liable to the Customer for any Consequential Loss;

(b)subject to clause 11.3, Brick N Pave’s liability under or in connection with this Contract (including whether caused by or in relation to breach of contract, warranty, tort (including negligence), product liability, indemnity, contribution, strict liability or otherwise at law) including for the supply or failure to supply Goods or Services is limited to the greater of the Price paid to Brick N Pave or the amount recovered by Brick N Pave under a policy of insurance; and

(c)to the extent permitted by law, the rights and remedies in these Terms and Conditions are the sole and exclusive rights and remedies available to the Customer in connection with these Terms and Conditions, the Purchase Order, the Quotation and the supply or failure to supply Goods or Services.

11.3The exclusion of liability in clause 11.2(a) and the limitation of liability in clause 11.2(b) shall not apply in relation to, or otherwise to limit or affect to the extent of any one or more of the following liabilities of Brick N Pave to the Customer arising out of liability for any fraud or criminal conduct of Brick N Pave.

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12 Intellectual property rights

12.1All Intellectual Property Rights in the Goods and Services provided by Brick N Pave (excluding the Supply) and in the processes used to produce these Goods and Services remain vested in Brick N Pave and the Customer must not use or exploit Brick N Pave’s Intellectual Property Rights without Brick N Pave’s written consent.

12.2Brick N Pave warrants that in the supply of the Goods and/or Services it will not cause or contribute to an infringement of any third party’s Intellectual Property Rights.

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13 Confidential information

13.1In this clause, ‘Confidential Information’ means any information relating to the business and affairs of either party, whether provided to or obtained by the other party prior to a contract being formed between the parties, including this agreement, prices and costing, programs of work and work methodologies and information about each parties’ customers, clients and personnel.

13.2The party receiving any Confidential Information (Recipient) of the other party (Discloser):

(a)agrees to keep confidential, and not to use or disclose, other than as permitted by these Terms and Conditions, the Discloser’s Confidential Information;

(b)must do all things necessary, prudent or desirable, to safeguard the  Discloser’s Confidential Information; and

(c)must immediately notify the Discloser of the Confidential Information if it becomes aware of any unauthorised use or disclosure of the Discloser’s Confidential Information.

13.3The Recipient may disclose Confidential Information to its professional advisers, contractors and any personnel of the Recipient who have a need to know the Confidential Information for the Recipient to be able to perform its obligations under tthis agreement.

13.4Clause 13.2 does not apply to information that:

(a)was rightfully in the possession of the Recipient and not subject to an obligation of confidentiality on the Recipient before it was disclosed to the Recipient by the Discloser;

(b)is or becomes available in the public domain (other than as a result of a breach of these Terms and Conditions); or

(c)is required to be disclosed by law or the requirements of a stock exchange, but only to the extent that the information is required to be disclosed and the Recipient provides the Discloser with notice no less than 5 Business Days prior to the disclosure of the information (including a copy of any announcement that will be published as a result of the disclosure).

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14 Termination

14.1Brick N Pave may terminate or suspend the agreement immediately by written notice to the Customer if:

(a)an Insolvency Event occurs in respect of the Customer;

(b)the Customer is in breach of these Terms and Conditions or any obligations in the Purchase Order or Quotation; or

(c)the Customer fails to pay any amount owing to Brick N Pave under clause 4.

14.2If Brick N Pave gives the Customer notice under clause 14.1, Brick N Pave may, in addition to any other rights it has under these Terms and Conditions or at law or in equity:

(a)repossess Goods if title has not passed to the Customer under clause 3; and

(b)retain any moneys paid and charge a reasonable sum for work performed in respect of which work no sum has been previously charged (and the Customer must promptly pay any amount so charged).

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15 Safety

15.1To the extent Brick N Pave deliver Goods or perform Services at the Customer’s premises, the Customer must:

(a)provide Brick N Pave and Brick N Pave’s Personnel with reasonable access to the Customer’s premises as required to enable Brick N Pave to deliver the Goods and perform the Services;

(b)provide a safe working environment, maintain compliance with relevant Legislative Requirements and properly instruct Brick N Pave’s Personnel in regards to any safety requirements for the site; and

(c)keep Brick N Pave’s Personnel and Brick N Pave informed about the Customer’s policies and procedures, and amendments to those policies and procedures, relevant to the site.

15.2The Customer agrees to indemnify Brick N Pave for and against any Claims arising out of, or in connection with, the Customer’s breach of clause 15.1.

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16 Personal Properties Securities Act 2009 (Cth)

16.1The words ‘Accession’, ‘Commingled’, ‘Financing Statement’, ‘Grantor’, ‘Personal Property’, ‘Proceeds’, ‘Security Interest’ and ‘Verification Statement’ have the meanings given to them in the Personal Property Securities Act 2009 (Cth) (PPSA).

16.2The parties acknowledge that the supply of Goods and Services by Brick N Pave to the Customer pursuant to these Terms and Conditions, the Purchase Order and the Quotation may constitute a Security Interest in favour of Brick N Pave.

16.3If Brick N Pave determines that these Terms and Conditions, the Purchase Order or Quotation (or a transaction in connection with those documents) is or contains a Security Interest, the Customer agrees to do anything (including obtaining consents, signing and producing documents, getting documents completed and signed and supplying information) which Brick N Pave asks and considers necessary for the purposes of:

(a)ensuring that the Security Interest is enforceable, perfected and otherwise effective;

(b)enabling Brick N Pave to apply for any registration, complete any Financing Statement or file any notification, in connection with the Security Interest; or

(c)enabling Brick N Pave to exercise rights in connection with the Security Interest.

16.4Brick N Pave is not required to give any notice under the PPSA (including notice of a Verification Statement) unless the notice is required by the PPSA to be given (even though the parties have waived the right to receive notice).

16.5The Customer must notify Brick N Pave as soon as the Customer becomes aware of any of the following:

(a)if any Personal Property which does not form part of Brick N Pave Personal Property becomes an Accession to Brick N Pave Personal Property and is subject to a Security Interest in favour of a third party;

(b)if any of Brick N Pave Personal Property is located or situated outside Australia or, upon request by Brick N Pave, of the present location or situation of the present location or situation of any of Brick N Pave Personal Property; or

(c)if the Customer parts with possession of Brick N Pave Personal Property.

16.6The Customer must not:

(a)create any Security Interest or lien over any Personal Property that Brick N Pave has an interest in (other than Security Interests granted in favour of Brick N Pave);

(b)sell, lease or dispose of its interest in Personal Property that Brick N Pave has a Security Interest in;

(c)give possession of the Customer’s Personal Property that Brick N Pave has a Security Interest in or Brick N Pave Personal Property to another person except where Brick N Pave expressly authorises it to do so;

(d)permit any of Brick N Pave Personal Property to become an Accession to or Comingled with any asset that is not owned by Brick N Pave; or

(e)change its name without first giving Brick N Pave 21 days’ notice of the new name or relocate its principal place of business outside Australia (where applicable) or change its place of registration or incorporation.

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17 General

17.1Where the Customer comprises more than one person or entity, each of them shall be jointly and severally liable for the full performance of the Customer’s obligations under these Terms and Conditions, the Purchase Order and the Quotation.

17.2The parties agree that their relationship is one of principal and independent contractor, not employer and employee, principal and agent, partnership or joint venture.

17.3The Customer may not subcontract or assign any of the Customer’s rights or obligations under these Terms and Conditions without Brick N Pave’s written consent.

17.4Where any provision of these Terms and Conditions the Purchase Order and the Quotation is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in these Terms and Conditions the Purchase Order and the Quotation.

17.5Brick N Pave and the Customer agree that the laws in force in the State of Queensland apply to this agreement and both submit to the non-exclusive jurisdiction of the courts of the State of Queensland.

17.6The failure of a party to require full or partial performance of a provision of these Terms and Conditions the Purchase Order and the Quotation does not affect the right of that party to require performance subsequently.

17.7No obligation in these Terms and Conditions is waived unless it is waived in writing and signed by the parties.  A single or partial exercise of or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy.

17.8These Terms and Conditions may only be amended by written agreement between all parties.

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18 Definitions and interpretation

18.1In these Terms and Conditions unless the context otherwise requires:

(a)Business Day means a day that is not:

(i)a public holiday in the place in the place where the Site is located; or

(ii)Saturday, Sunday or 27, 28, 29, 30 or 31 December.

(b)Claim means any claim, notice, demand, debt, loss, expense, penalty, fee, account, lien, liability, action, proceedings or suit under, arising out of, or in any way in connection with the agreement, the Services, the Goods or either party’s conduct under the agreement or before it came into force, whether at law (including breach of contract) or in equity (including restitution), by statute, in tort (including negligence) or for restitution, including any claim, notice, demand, debt, account, lien, liability, action, proceeding or suit, including:

(i)for the payment of money (including damages);

(ii)for delay, disruption, acceleration or other time based claim.

(c)Consequential Loss means any loss of actual or anticipated profits or revenues, loss by reason of shut down or non operation, increased costs of borrowing, capital or financing, or loss of use or productivity), consequential, indirect or economic loss or damage (including whether caused by or in relation to breach of contract, warranty, tort (including negligence), product liability, indemnity, contribution, strict liability or otherwise at law (even if advised of the possibility of such loss or damage).

(d)Customer means the person or entity identified in the Quotation and the Purchase Order.

(e)Brick N Pave means Brick N Pave ABN 69 056 378 575.

(f)Goods means the goods required in a Purchase Order and Quotation.

(g)Insolvency Event means any of the following events occurring in relation to a party:

(i)a liquidator, receiver, receiver and manager, administrator, official manager or other controller (as defined in the Corporations Act 2001 (Cth)), trustee or controlling trustee or similar official is appointed over any of the property or undertaking of the party;

(ii)the party is, or becomes unable to, pay its debts when they are due or is or becomes unable to pay its debts within the meaning of the Corporations Act 2001 (Cth), or is presumed to be insolvent under the Corporations Act 2001 (Cth);

(iii)an application or order is made for the liquidation of the party or a resolution is passed or any steps are taken to liquidate or pass a resolution for the liquidation of the party;

(iv)execution is levied against the party by a creditor; or

(v)any event happens in Australia or any other country or territory in respect of a party that is similar to any of the events or circumstances referred to in this definition.

(h)Intellectual Property Rights means all copyright, patents, registered and unregistered trademarks, registered designs, trade secrets and know-how and all other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation of July 1967.

(i)Legislative Requirement includes:

(i)Acts, ordinances, regulations, by-laws, orders, awards and proclamations of the Commonwealth and the State or Territory applicable to the Goods;

(ii)certificates, licences, consents, permits, approvals, codes, standards and requirements of organisations having jurisdiction in connection with the supply of the Goods;

(iii)Australian Standards and any other relevant standards; and

(iv)fees and charges payable in connection with the foregoing.

(j)Personnel means the employees, agents, subcontractors, suppliers and consultants of a party, but Brick N Pave’s Personnel do not include the Customer or the Customer’s Personnel and the Customer’s Personnel does not include Brick N Pave or Brick N Pave’s Personnel.

(k)Price means the price for Goods or Services as specified in the Quotation or the Purchase Order (whichever is highest as at the date of issue of any invoice) as may be adjusted in accordance with these Terms and Conditions including, but not limited to, pursuant to Clause 6.2.

(l)Purchase Order means a purchase order issued by the Customer to Brick N Pave for the supply of Goods or Services (and excludes any reference to the Customer’s terms and conditions or similar on that document).

(m)Quotation means any quotation provided by Brick N Pave to the Customer for the supply of Goods or Services.

(n)Services means the services described in a Purchase Order and Quotation.