1 DEFINITIONS
In this document, unless the context requires otherwise:

1.1 “Agreement” means any contract or agreement, whether formal or informal, written, oral or partly written and partly oral, formed between the Customer and Complete Tyre Solutions Tyre Recycling Pty Ltd.

1.2 “Customer” means the individual, business, partnership or company entering into an Agreement with Complete Tyre Solutions Tyre Recycling Pty Ltd and includes the Customer’s successors and assigns.

1.3 “Commencement Date” means the date on which the Agreement is formed.

1.4 “Company” means Complete Tyre Solutions Tyre Recycling Pty Ltd (ACN 644 200 528/ABN 21 644 200 528).

1.5 “Complete Tyre Solutions Tyre Recycling Pty Ltd’s Information” means information provided by Complete Tyre Solutions Tyre Recycling Pty Ltd to the Customer, including but not limited to:

(a) trade secrets, including ideas and concepts not reduced to material form;
(b) technical information;
(c) financial information;
(d) commercial information;
(e) customer information;
(f) all system information;
(g) procedure information;
(h) manuals and policies;
(i) product and market information;
(j) any information marked ‘confidential’ or which Complete Tyre Solutions Tyre Recycling Pty Ltd informs the Customer is confidential or a trade secret;
(k) any information would be of commercial value to a competitor of Complete Tyre Solutions Tyre Recycling Pty Ltd;
(l) relates to Complete Tyre Solutions Tyre Recycling Pty Ltd’s business and the Supply,

but excluding:
(m) information available to the public (other than through disclosure by the Customer or by a person to whom the Customer disclosed the Complete Tyre Solutions Tyre Recycling Pty Ltd’s information); and
(n) information which the Customer lawfully possessed before obtaining it in connection with the Agreement.

1.6 “Goods” means any tyres or similar goods provided, or to be provided, by the Customer to Complete Tyre Solutions Tyre Recycling Pty Ltd pursuant to an Agreement.

1.7 “Law” means an Act of Parliament, statute, regulation, proclamation, ordinance or by-law, including all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing one or more of them.

1.8 “Notice” means a notice in accordance with clause 13.

1.9 “Party” means each party to an Agreement, including Complete Tyre Solutions Tyre Recycling Pty Ltd and the Customer, and “Parties” has a corresponding meaning.

1.10 “Terms and Conditions” means the terms and conditions set out herein subject to any amendments expressly made by Complete Tyre Solutions Tyre Recycling Pty Ltd pursuant to clause 2.4.

1.11 “Services” means Services provided, or to be provided, by Complete Tyre Solutions Tyre Recycling to the Customer pursuant to the Agreement.

1.12 “Supply” means Goods provided, or to be provided, by the Customer to Complete Tyre Solutions Tyre Recycling Pty Ltd or the Services provided, or to be provided, by Complete Tyre Solutions Tyre Recycling Pty Ltd to the Customer pursuant to the Agreement.

2 OPERATION AND APPLICATION

2.1 These Terms and Conditions apply in respect of all Agreements, offers to sell, Proposals, and other commercial transactions for the Supply.

2.2 The Agreement between the Customer and Complete Tyre Solutions Tyre Recycling Pty Ltd shall be upon these Terms and Conditions and shall be read in conjunction with these Terms and Conditions.

2.3 These Terms and Conditions shall operate to the exclusion of any terms and conditions to the contrary effect expressed in any of Complete Tyre Solutions Tyre Recycling Pty Ltd’s quotations or other communication or documentation and shall supersede all prior Agreements.

2.4 From time to time, Complete Tyre Solutions Tyre Recycling Pty Ltd may review and amend these Terms and Conditions of the Agreement and the Customer shall be bound by any variation which shall apply to the supply of any goods following the effective date of the variation.

3 THE SUPPLY

3.1 The Customer agrees to provide Complete Tyre Solutions Tyre Recycling Pty Ltd with the Goods subject to these Terms and Conditions and Complete Tyre Solutions Tyre Recycling Pty Ltd agrees to provide the Services to the Customer.

4 TERM OF THE AGREEMENT

4.1 The term of the Agreement commences on the Commencement Date and expires on the day that is 12 months after the Commencement Date, unless expressly agreed otherwise by the Parties in writing (“Term”).

4.2 The Parties may agree in writing to renew or extend the Term for a further period (“Extended Term”) and, if the Term is so renewed or extended:

4.2.1 Complete Tyre Solutions Tyre Recycling Pty Ltd may provide written notice to the Customer of the Fee payable for the Extended Term, which need not be the same Fee prescribed in the Proposal and which the Customer agrees to pay; and
4.2.2 The Extended Term will otherwise be on the Terms and Conditions herein.

5 PRICING AND PAYMENT

5.1 The Customer shall pay the Fee to Complete Tyre Solutions Tyre Recycling Pty Ltd for the Services in accordance with these Terms and Conditions.

5.2 The Fee paid by the Customer will be determined by Complete Tyre Solutions Tyre Recycling Pty Ltd. The Fee paid by the Customer may be determined by a price per tonne or by the size and classification of the Goods.

5.3 Complete Tyre Solutions Tyre Recycling Pty Ltd reserves the right, by notice to the Customer at any time prior to delivery, to increase the price of products to reflect any increase in the costs incurred by Complete Tyre Solutions Tyre Recycling Pty Ltd due to any factor beyond the reasonable control of Complete Tyre Solutions Tyre Recycling Pty Ltd.

5.4 The Complete Tyre Solutions Tyre Recycling Pty Ltd Invoice shall include the Fee for the Supply, Expenses, and any taxes, credit card fees, freight, handling, delivery and insurance charges in respect of the Supply.

5.5 The Customer agrees to pay each Complete Tyre Solutions Tyre Recycling Pty Ltd Invoice at the time of collection from the Customer or at the time of drop off at the Complete Tyre Solutions Tyre Recycling Pty Ltd premises, unless an alternative agreement is agreed between the parties.

5.6 The Customer warrants that its nominated payment method has sufficient clear funds available to pay the Complete Tyre Solutions Tyre Recycling Pty Ltd Invoices.

5.7 Time of payment is of the essence of the Agreement.

5.8 Where the Customer has provided details of a debit or credit card for payment to Complete Tyre Solutions Tyre Recycling Pty Ltd in the Agreement, the Customer agrees and authorises Complete Tyre Solutions Tyre Recycling Pty Ltd to charge or make deductions from the debit or credit card to satisfy a Complete Tyre Solutions Tyre Recycling Pty Ltd’s Invoice (or any part thereof) at any time without notice to the Customer.

5.9 Complete Tyre Solutions Tyre Recycling Pty Ltd may charge an additional 1.2% to the Customer where the Customer has provided details of a debit or credit card for payment to Complete Tyre Solutions Tyre Recycling Pty Ltd.

5.10 Any credit notes or vouchers are valid for 12 months from the date of issue. If the Customer does not use the credit note or voucher within 12 months the balance will be forfeited.

5.11 The customer agrees to pay each Complete Tyre Solutions Tyre Recycling Pty Ltd invoice within 25 days EOM from the date of receipt.

6 DELIVERY AND COLLECTION

6.1 Complete Tyre Solutions Tyre Recycling Pty Ltd and the Customer may agree that Complete Tyre Solutions Tyre Recycling Pty Ltd can collect the Goods from the Customer’s premises.

6.2 The Customer agrees to allow Complete Tyre Solutions Tyre Recycling Pty Ltd and any of its employees or agents to enter the Customer’s premises.

6.3 The Customer and Complete Tyre Solutions Tyre Recycling Pty Ltd may agree that the Customer will deliver the Goods to Complete Tyre Solutions Tyre Recycling Pty Ltd premises. If the Customer delivers the Goods to Complete Tyre Solutions Tyre Recycling Pty Ltd the Customer agrees that they will behave in a reasonable manner which is appropriate and does not disrupt Complete Tyre Solutions Tyre Recycling Pty Ltd operations.

7 COSTS RECOVERABLE

7.1 Should the Customer default in the payment of any monies due under any Agreement, then all monies due to Complete Tyre Solutions Tyre Recycling Pty Ltd shall immediately become due and payable and shall be paid by the Customer within 7 days of the date of demand.

7.2 Complete Tyre Solutions Tyre Recycling Pty Ltd shall be entitled to charge the Customer interest calculated at 18% per annum, on the balance of all overdue accounts and invoices from the date of due payment until the date of actual payment.

7.3 The Customer shall pay on an indemnity basis all expenses, costs and disbursements, including debt collection agency fees, commission and any fees paid to Complete Tyre Solutions Tyre Recycling Pty Ltd’s solicitors (on an indemnity basis) incurred by Forward Complete Tyre Solutions Tyre Recycling Pty Ltd or its appointed agents in recovering payment of any outstanding monies, enforcing its rights under the Agreement, or in investigating or defending any action or threatened actions.

7.4 The Customer hereby charges and mortgages in favour of Complete Tyre Solutions Tyre Recycling Pty Ltd to secure the repayment of any debt and any monies, which may become owed by the Customer to Complete Tyre Solutions Tyre Recycling Pty Ltd hereunder and under any Agreement, all of the Customer’s present and future estate and interest in all real property and personal property.

8 THE CUSTOMER’S WARRANTIES

8.1 The Customer warrants that the tyres or similar goods provided, or to be provided by the Customer to Complete Tyre Solutions Tyre Recycling Pty Ltd are free from contaminants including but not limited to, dirt, soil, sand or any other similar contaminant.

8.2 The Customer acknowledges and agrees that if the tyres or similar goods provided are not free from contaminants Complete Tyre Solutions Tyre Recycling Pty Ltd may charge additional fees.

8.3 The Customer acknowledges and agrees that:

8.3.1 the Supply are based on the Supplied Information;
8.3.2 Complete Tyre Solutions Tyre Recycling Pty Ltd shall not be liable for any mistake or error occurring as a result of incorrect, inaccurate or false Supplied Information; and
8.3.3 Complete Tyre Solutions Tyre Recycling Pty Ltd shall not be liable for any mistake or error occurring in a Complete Tyre Solutions Tyre Recycling Pty Ltd Document approved by the Customer.

8.4 The Customer accepts sole responsibility for any act, omission, or decision by the Customer or a third party as a result of, in reliance upon, or in connection with the Supply or the Complete Tyre Solutions Tyre Recycling Pty Ltd Documents where the Customer has made changes/amendments to the Complete Tyre Solutions Tyre Recycling Pty Ltd Documents or the Supply after the provision of the relevant Complete Tyre Solutions Tyre Recycling Pty Ltd Documents or the Supply by Complete Tyre Solutions Tyre Recycling Pty Ltd.

9 LIABILITY AND INDEMNITY

9.1 Complete Tyre Solutions Tyre Recycling Pty Ltd shall not be liable to the Customer or any other party in contract, tort, warranty, strict liability, or any other legal theory for any indirect, consequential, incidental, punitive or exemplary damages, or for any claim for loss of profits, and the Customer agrees that Complete Tyre Solutions Tyre Recycling Pty Ltd may plead these Terms and Conditions as a bar to any such claims whether they arise at law, in equity, under any statute, regulation, or other legislative instrument, or under any contract, deed, or any other instrument made or approved under any law.

9.2 The Customer hereby releases and indemnifies and agrees to keep Complete Tyre Solutions Tyre Recycling Pty Ltd indemnified from any and all costs (including all legal fees and costs) and any other legal or other expenses incurred by it in investigating or defending any action or threatened actions (on an indemnity basis), damages, liabilities, penalties, fines, expenses or losses including indirect, incidental, consequential, punitive or exemplary loss or damage (including but not limited to loss of profit), whether resulting from breach of contract, tort, warranty, strict liability, statute or any other legal theory or otherwise that Complete Tyre Solutions Tyre Recycling Pty Ltd may incur in relation to the Customer or any third party, including where the cost, damage, liability, penalty, fine, expense or loss is caused by or contributed to by Complete Tyre Solutions Tyre Recycling Pty Ltd in any way or for any reason whatsoever.

9.3 Without limiting any other provision of these Terms and Conditions, the Customer agrees that Complete Tyre Solutions Tyre Recycling Pty Ltd is not liable for failing to make a finding, reach a conclusion, or provide recommendations or advice in respect of any matter that arises or is discovered after the Supply are provided.

10 RETENTION OF TITLE

10.1 The parties agree that the title to the Goods supplied by the Customer to Complete Tyre Solutions Tyre Recycling Pty Ltd shall pass to the Complete Tyre Solutions Tyre Recycling Pty Ltd once the Goods have been collected from the Customer’s premises or delivered to the Complete Tyre Solutions Tyre Recycling Pty Ltd premises.

11 CONFIDENTIAL INFORMATION

11.1 The Customer acknowledges and agrees that the Supply and the Complete Tyre Solutions Tyre Recycling Pty Ltd Information are confidential. The Customer acknowledges and agrees that the Customer must not disclose any Complete Tyre Solutions Tyre Recycling Pty Ltd Information, or any verbal or written findings, modelling, reports, conclusions, recommendations or advice provided by Complete Tyre Solutions Tyre Recycling Pty Ltd to any third party except in any of the following circumstances:

11.1.1 where disclosure is with the prior written consent of Complete Tyre Solutions Tyre Recycling Pty Ltd and after any reasonable conditions of Complete Tyre Solutions Tyre Recycling Pty Ltd’s consent has been satisfied; or
11.1.2 where disclosure is required to give effect to, or enforce, an Agreement entered into by the Parties; or
11.1.3 where the Customer is legally compelled by law to give such disclosure.

11.2 Without limiting the generality of clause 11.1, all documentation that Complete Tyre Solutions Tyre Recycling Pty Ltd provides to the Customer in carrying out the Supply shall remain the property of Complete Tyre Solutions Tyre Recycling Pty Ltd and must not be retained, modified, or distributed to any third party by the Customer, unless Complete Tyre Solutions Tyre Recycling Pty Ltd provides its express prior written consent.

11.3 In clause 11.4 below:

“Customer’s Confidential Information” means information belonging to the Customer which is not available to the public and which:

(a) the Customer has marked ‘confidential’;
(b) would be of commercial value to a competitor of the Customer; or
(c) relates to customers of the Customer,
but excluding:
(d) information available to the public (other than through disclosure by Complete Tyre Solutions Tyre Recycling Pty Ltd); and
(e) information which Complete Tyre Solutions Tyre Recycling Pty Ltd lawfully possessed before obtaining it in connection with the Agreement.

11.4 Complete Tyre Solutions Tyre Recycling Pty Ltd acknowledges and agrees that it must not disclose any of the Customer’s Confidential Information to any third party except in any of the following circumstances:

11.4.1 where disclosure is with the prior written consent of the Customer;
11.4.2 where disclosure is necessary or required for Complete Tyre Solutions Tyre Recycling Pty Ltd to carry out the Supply under the Agreement;
11.4.3 where disclosure is required to give effect to, or enforce, an Agreement entered into by the Parties;
11.4.4 where the Customer’s Confidential Information is generally available in the public domain, except where that is the result of disclosure in breach of this clause; or
11.4.5 where Complete Tyre Solutions Tyre Recycling Pty Ltd is legally compelled by law to give such disclosure.

12 TERMINATION

12.1 If the Customer defaults in the due and punctual observance of all or any of its obligations, warranties or covenants under the Agreement or these Terms and Conditions, dies, commits an act of bankruptcy, takes or shall have taken against it any action for its winding up, is placed under official management, administration or receivership, then Complete Tyre Solutions Tyre Recycling Pty Ltd may without prejudice to any other right or remedies it has:

12.1.1 treat as discharged all or any obligation arising from any Agreement;
12.1.2 retain any security given or monies paid by the Customer and apply this in reduction of any sum of money owed or owing by the Customer to Complete Tyre Solutions Tyre Recycling Pty Ltd ; and
12.1.3 take such steps as Complete Tyre Solutions Tyre Recycling Pty Ltd may deem necessary in its sole discretion to mitigate its damages suffered, including but not limited to initiating legal proceedings in a court of competent jurisdiction.

12.2 In addition to any other rights under the Agreement, Complete Tyre Solutions Tyre Recycling Pty Ltd may terminate the Agreement by notice in writing to the Customer immediately upon any one of the following events:

12.2.1 Any deliberate and substantial prevention of or interference with the provision of the Supply thereof caused by the Customer whether directly or indirectly;
12.2.2 Substantial interference with the Supply by any cause beyond the control of Complete Tyre Solutions Tyre Recycling Pty Ltd including (but without limiting in any way the generality thereof) the occurrence of any: natural events/disasters, supply chain issues, rioting, pandemic, civil commotion or industrial action;
12.2.3 Any substantial breach of the Agreement or these Terms and Conditions by the Customer;
12.2.4 If the Customer shall make any assignment for the benefit of or enter into any arrangement or composition with its creditors or go into liquidation (whether voluntary or compulsory except for the purpose of reconstruction or amalgamation) or have a receiver appointed or commit an act of bankruptcy or if a sequestration order is made against the Customer’s estate;
12.2.5 Any failure by the Customer to pay a Complete Tyre Solutions Tyre Recycling Pty Ltd Invoice in accordance with clause 5 herein.

12.3 If the Agreement is terminated:

12.3.1 the Customer shall pay Complete Tyre Solutions Tyre Recycling Pty Ltd for all Goods provided by Complete Tyre Solutions Tyre Recycling Pty Ltd ; and
12.3.2 Complete Tyre Solutions Tyre Recycling Pty Ltd may retain any security given or monies paid by the Customer and apply this in reduction of any sum of money owed or owing by the Customer to Complete Tyre Solutions Tyre Recycling Pty Ltd .

13 NOTICES

13.1 A party must give any notice required under these Terms and Conditions or the Agreement in accordance with this clause 13.

13.2 A notice must be served at the address or electronic mail address of the party set out in the Agreement.

13.3 A party may deliver a notice by hand, post, or by electronic mail.

13.4 If before 4:00pm local time in the place of delivery, a party delivers a notice by hand or by electronic mail and the sending party completes the transmission the notice will be taken to be given on the day of delivery or transmission, and in any other case on the next day. If the party gives notice by post the notice will be taken as given on the 7th day in the place of delivery after the notice is posted.

13.5 A party may give notice of another address (within Australia) or an electronic mail address for service to the other party, and the new address or the electronic mail address will be the address for service of the party under this clause 13.

14 INTELLECTUAL PROPERTY

14.1 In this clause 14:

“Complete Tyre Solutions Tyre Recycling Pty Ltd’s Intellectual Property” means all intellectual property of Complete Tyre Solutions Tyre Recycling Pty Ltd including but not limited to Complete Tyre Solutions Tyre Recycling Pty Ltd’s patents, copyright, designs, trademarks, logos, know-how and Complete Tyre Solutions Tyre Recycling Pty Ltd Information used or developed by Complete Tyre Solutions Tyre Recycling Pty Ltd in relation to the Supply.

14.2 The Customer acknowledges and agrees that, unless expressly agreed in writing between Complete Tyre Solutions Tyre Recycling Pty Ltd and the Customer:

14.2.1 rights in and relating to the Complete Tyre Solutions Tyre Recycling Pty Ltd’s Intellectual Property are and remain the property, and under the control, of Complete Tyre Solutions Tyre Recycling Pty Ltd; and
14.2.2 the Customer does not acquire any right, title or interest in any of Complete Tyre Solutions Tyre Recycling Pty Ltd’s Intellectual Property.

15 DISPUTES

15.1 The parties agree not to commence proceedings in relation to any dispute arising in regard to the Agreement without first having regard to the procedure set out in this clause 15.

15.2 Should any dispute or difference arise between the Customer and the Company in connection with the Agreement, then:

15.2.1 The party that alleges they have suffered some loss or damage, or is otherwise aggrieved, shall serve the other party, by hand, pre-paid post or by e-mail, with a Notice of Dispute in writing adequately identifying and providing details of the dispute.

15.2.2 Within 7 days of receipt of the Notice of Dispute, the parties must meet and take reasonable steps to resolve the dispute.

15.2.3 If the dispute cannot be resolved within 7 days of the meeting between the parties, then the parties agree to submit the dispute to arbitration.

15.3 If the dispute remains unresolved 14 days after service of the Notice of Dispute, the dispute may be arbitrated in accordance with this clause 15.3.

15.3.1 Arbitration shall be affected by a single arbitrator who shall be mutually agreed upon by the parties or, in the event that they fail to agree within 7 days, then the arbitrator shall be the President for the time being of the WA Chapter of the Institute of Arbitrators and Mediators Australia (“IAMA”) or his appointee.

15.3.2 The parties agree to submit to the arbitration procedures and guidelines adopted by the IAMA.

15.3.3 The rules of evidence will not apply strictly to the arbitration but may be considered by the arbitrator in determining the weight to be attached to each item of evidence.

15.3.4 The Arbitration shall be conducted within the State of Western Australia and the Western Australian Courts have exclusive jurisdiction in respect of any legal dispute arising from these Terms and Conditions.

15.3.5 Either party may elect not to proceed to arbitration and may commence legal proceedings against the other provided that there has been compliance with clause 15.2.

15.4 If the dispute is not resolved within 90 days of service of the Notice of Dispute (or any longer period as agreed to by the parties), either party who has complied with this clause may end this dispute resolution process by written notice to the other party and immediately thereafter commence court proceedings in relation to this dispute.

15.5 In the event invoices are unpaid Complete Tyre Solutions Tyre Recycling Pty Ltd may commence legal proceedings at any time for the recovery of these debts and non-payment of invoices can be the subject of legal proceedings without any requirement to comply with this clause 15 set out herein.

16 PERSONAL PROPERTIES SECURITIES ACT 2009 (CTH)

16.1 The Customer hereby acknowledges that these Terms and Conditions constitute a security agreement for the purposes of section 20 of the Personal Property Securities Act 2009 (“PPSA”).

16.2 The Customer will not (except with the written consent of the Company) allow to be, or be liable to become, attached in favour of any person or company, a Security Interest or Transitional Security Interest in any goods owned by the Company.

16.3 The Company may register this Agreement as a Security Interest on the Personal Property Securities Register (“PPSR”) which will constitute a Security Interest in:

16.3.1 All goods previously supplied by the Company;

16.3.2 All goods that will be supplied in the future by the Company.

16.4 The Customer agrees to grant a Purchase Money Security Interest in the goods which will continue to apply to any goods coming into existence or proceeds of sale of goods coming into existence.

16.5 The Seller will continue to hold a Security Interest in the goods in accordance with and subject to the PPSA, notwithstanding that the goods may be processed, commingled or become an accession with other goods.

16.6 The Customer undertakes to:

16.6.1 Promptly sign any documents and/or provide all necessary information requested by the Company to lodge a Financing Statement with respect to the registration of any Security Interest or correct a defect in any Financing Statement or Verification Statement.

16.6.2 Not register or permit to be registered a Financing Change Statement as defined in section 10 of the PPSA or make a demand to alter the Financing Change Statement pursuant to section 178 of the PPSA in respect of the goods without the prior written consent of the Company.

16.6.3 Provide the Company with not less than 14 days prior written notice of any proposed change in the Customer’s name, address, contact numbers, business practice or other such change in the Customer’s details registered on the PPSR.

16.6.4 Indemnify and upon demand reimburse the Company for all expenses incurred in registering and maintaining a Financing Statement or Financing Change Statement on the PPSR or releasing any Security Interests and/or enforcing or attempting to enforce the Security Interest created by this Agreement.

16.7 The Customer waives the right to receive a verification statement or financial change statement relating to any Security Interest registered by the Company.

16.8 The parties to this Agreement agree that the Company and the Customer contract out of and nothing in the provisions of sections 95, 96, 117, 118, 121(4), 130, 132(3)(d), 132(4), 135, 142 and 143 of the Personal Property Security Act 2009 shall apply to this Agreement.

16.9 The Company may exercise any and all remedies afforded to it as a Secured Party under Chapter 4 of the PPSA including, without limitation, entry into any building or premises owned, occupied or used by the Customer, to search for and seize, dispose of or refrain those goods in respect to which the Customer has granted a Security Interest to the Company.

17 WAIVER

17.1 Any waiver by Complete Tyre Solutions Tyre Recycling Pty Ltd must be in writing signed by Complete Tyre Solutions Tyre Recycling Pty Ltd. Failure by Complete Tyre Solutions Tyre Recycling Pty Ltd to enforce any right or remedy is not a waiver of any right or remedy, or a waiver in respect of a continuing breach.

18 SEVERANCE

18.1 The covenants, agreements and obligations contained in any Agreement and these Terms and Conditions will not merge or terminate upon the repudiation or termination of the Agreement and to the extent that they have not been fulfilled or satisfied or are continuing obligations they will remain in force and effect.

18.2 If any provision contained in these Terms and Conditions is held by a court to be unlawful, invalid or unenforceable, the validity and enforceability of the remaining provisions in these Terms and Conditions are not affected.

19 GOVERNING LAW AND JURISDICTION

19.1 These Terms and Conditions and the Agreement are governed and are to be construed in accordance with the laws in force in the State of Western Australia.

19.2 These Terms and Conditions and the Agreement are subject to the exclusive jurisdiction of the Courts of Western Australia.

20 MISCELLANEOUS

20.1 The Customer agrees that Complete Tyre Solutions Tyre Recycling Pty Ltd may use the Customer’s name in its advertising, marketing and/or promotional materials.

20.2 In this document, unless context requires otherwise:

20.2.1 the singular includes the plural and vice versa;
20.2.2 a reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;
20.2.3 a reference to any gender includes all genders;
20.2.4 a reference to a recital, clause or schedule is to a recital, clause or schedule of or to these Terms and Conditions;
20.2.5 a reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions) as amended, novated, restated or replaced from time to time;
20.2.6 a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;
20.2.7 a reference to a body, other than a Party to the Agreement (including, without limitation, an institute, association or authority), whether statutory or not:
(a) which ceases to exist; or
(b) whose powers or functions are transferred to another body,
is a reference to the body which replaces it or which substantially succeeds to its powers or functions;
20.2.8 If a party comprises two or more persons, the covenants and Agreements on their part bind and shall be observed and performed by them jointly and each of them severally and may be enforced against any one or any two or more of them;
20.2.9 A reference to a party includes its executors, administrators, successors and permitted assigns;
20.2.10 No provision of these Terms and Conditions will be construed adversely to a Party solely on the ground that the Party was responsible for the preparation of these Terms and Conditions or that provision;
20.2.11 Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
20.2.12 All references to A$, $, dollar, or to currency are references to Australian dollars;
20.2.13 “Including” and similar expressions are not and must not be treated as words of limitation; and
20.2.14 Headings are for ease of reference only and do not affect the meaning of these Terms and Conditions.

21 RECEIPT AND ADVICE

21.1 The Customer hereby acknowledges receipt of these Terms and Conditions and agrees to be bound by them. The Customer accepts these Terms and Conditions in acknowledgement that they are legally binding and presently enforceable. The Customer further acknowledges that it has had the opportunity of obtaining independent legal advice and that the Customer understands the Terms and Conditions outlined above.