• The Buyer declares that the goods to be purchased are to be used wholly or primarily for business purposes.
  
  
• The Buyer hereby applies for the opening of a commercial credit account and provides the above information in support thereof. The Buyer warrants that the information supplied by the Seller is true and correct in all respects.
  
  
• The Buyer understands that all the trading terms are strictly in accordance with the payment method chosen on this form or when ordering on the web site. The Buyer undertakes to pay all accounts on or before the due date and acknowledges that if the account becomes overdue, the Seller at its discretion and without notice, may charge recommended retail pricing or may terminate credit. Upon termination of credit, any balance or adjusted balance outstanding becomes immediately due and payable in full.
  
  
• The Buyer understands that credit may be withdrawn without notice should any authorised credit limit be exceeded.
  
  
• The Buyer agrees to provide the security indicated under the "Available Security" section of this application immediately should it be required by the Seller and understands that the Seller reserves the right to refuse credit should it see fit.
  
  
• The Buyer has read and agreed to the terms and conditions of sale which will form part of all contracts for the supply of Goods to the Buyer by the Seller, a copy of which is attached.
  
  
• the Seller may:
  (a) obtain a consumer credit report containing information about the Buyer from a credit-reporting agency for the purpose of:
  (i) where the Buyer is an Applicant(s), assessing the Buyer's application for commercial credit and collecting overdue payments relating to commercial credit owed by the Buyer;
  (ii) where the Buyer is a Guarantor(s), assessing whether to accept the Buyer as a guarantor in respect of a loan to, or applied for by, the Applicants;
  (b) exchange information about the Buyer (including any information about the Buyer's credit worthiness, credit standing, credit history or credit capacity that credit providers are allowed to exchange under the Privacy Act) with those credit providers named in this application or named in a consumer credit report issued by a credit reporting agency:
  
  (i) to assess an application by the Buyer for credit;
  (ii) to notify other credit providers of a default by the Buyer;
  (iii) to receive information from other credit providers of a default by the Buyer where the Buyer is in default with other credit providers;
  (iv) to exchange information with other credit providers as to the status of this credit facility where the Buyer is in default with other credit providers;
  (v) to assess the credit worthiness of the Buyer.
  (c) give a credit reporting agency personal information about the Buyer's credit application.
  
  
• The information which may be given to a credit reporting agency includes:
  (i) identity particulars
  (ii) the fact that the Buyer, as Applicant(s), have applied for credit and the amount;
  (iii) the fact that the Buyer, as Guarantor(s), have offered to act as a guarantor(s) in respect of the Buyer's credit application;
  (iv) the fact that the Seller is a current credit provider to the Buyer;
  (v) information regarding payments, which become more than 60 days overdue, and for which collection action has commenced;
  (vi) advice that payments are no longer overdue;
  (vii) that cheques drawn by the Buyer have been dishonoured more than once, or that court judgments or bankruptcy orders having been made against the Buyer;
  (viii) in specified circumstances, that in the opinion of the Seller, the Buyer has committed a serious credit infringement; and
  (ix) that credit provided to:
  (A) where the Buyer is the Applicant(s), to the Buyer; or
  (B) where the Buyer is the Guarantor(s), to the Applicant, has been paid or otherwise discharged.
  
  
• The Buyer agrees to provide a written consent to the Seller for the purposes of allowing the Seller to access a consumer credit report about the Buyer from a credit reporting agency within seven days of receiving a Notice requesting same.
  
  
• The Buyer also consents to a trade insurer obtaining a consumer credit report about the Buyer from a credit reporting agency for the purpose of assessing whether to provide trade insurance in relation to the Buyer's application for credit.
  
  
• The Seller collects the information, which the Buyer has provided, for the purposes set out in the Buyer's credit application. This information will only be disclosed to those parties specifically referred to in the Buyer's credit application. If you do not provide the Seller with this information the application cannot be processed. Buyer's should contact the Seller representative specified on the Buyer's credit application for more information regarding the handling of the Buyer's personal information.

1. Definitions

In the Terms or the Order:

• 1.1 "The Seller" means thinkgroup Pty Ltd (ABN 34 112 192 186) trading as thinkgroup of Ground Floor, 25-37 Huntingdale Road, Burwood, Victoria 3125 and includes its successors and assigns.
  
  1.2 "The Buyer" means any person, firm, corporation or entity, which purchases or orders Goods from the Seller.
  
  1.3 "Delivery" means the delivery of the Goods into the possession of the Buyer.
  
  1.4 "Goods" means any good or service described in any invoice issued by the Seller and supplied or to be supplied to the Buyer under an Order.
  
  1.5 "GST" means the goods and services tax created by A New Tax System (Goods and Services Tax) Act 1999 and its associated legislation.
  
  1.6 "Insolvent" means: -
  
  1.6.1 In the case of an individual, an application is made to a court for a sequestration order against that person or the person commits an act of bankruptcy or takes any steps to obtain protection or is granted protection from that person's creditors under any applicable legislation; and
  
  1.6.2 in either case a person or company entering into a composition, assignment or arrangement with creditors.
  
  1.6.3 in the case of a company, an application is made to a court for an order or an order is made that the company be wound up, an application is made to a court for an order appointing a provisional liquidator or receiver of the company, a meeting is convened or a resolution is passed to appoint an administrator of the company, the company calls a meeting for the purpose of appointing a liquidator or any of the events described in Sections 459C(2) (a) to (f) or 585 of the Corporations Act 2001 occurs in relation to the company.
  
  1.7 "Linked Web Sites" means web sites that are connected to the Website via a link.
  
  1.8 "Order" means the agreement resulting from the acceptance by the Seller of an order for Goods placed by the Buyer and shall be deemed to include the terms and conditions contained in the Terms, the current price list of the Seller, the information on the face of any invoice and any variations thereof agreed to in writing by the parties.
  
  1.9 "Subscription Fee" means the licence fee payable by the Buyer to the Seller for the right to use the Website pursuant to these Terms.
  
  1.10 "User Licence Fee" means the licence fee payable by the Buyer to the Seller for the right to use the Website pursuant to these Terms.
  
  1.11 "The Terms" means these terms and conditions for the supply of the Goods by the Seller or such other terms and conditions as may be notified in writing by the Seller to the Buyer including on the back of any invoice or delivery docket.
  
  1.12 "Website" means the Seller's website at www.thinkgroup.com.au which utilises procurement software to allow Buyers to purchase Goods subject to the payment of the Subscription Fee and User Licence Fee.
  
  1.13 "Account" means an account held by the Buyer which the Seller has been authorised to debit pursuant to a Direct Debit Service Agreement.
  
  1.14 "Direct Debit Service Agreement" means an agreement made pursuant to clause 24.
  1.15 "Business Day" means a day other than a Saturday or a Sunday or a public holiday listed throughout Australia.
  
  1.16 "Debit Day" means the day that payment by the Buyer to the Seller is due.
  
  1.17 "Direct Debit Request" means the direct debit request between the Buyer and the Seller (and includes any Form PD-C approved for use in the transitional period).
  
  1.18 "Debit Payment" means a particular transaction where a debit is made.
  
  1.19 "Transitional Period" means the period commencing on the industry implementation date for Direct Debit Requests (31 March 2000) and concluding 12 calendar months from that date.
  
  1.20 "Financial Institution" is the financial institution where the Buyer holds an Account.
  

2. Contract

• An Order contains the whole understanding of the parties relating to the subject matter of the Terms and the Terms cannot be altered or varied without the written agreement of the Seller. The Terms and the current price list of the Seller supersede all previous terms and price lists of the Seller. If any dispute arises over any Order (including any question of identity, authority or any telephone, facsimile, computer or e-mail order) the internal records of the Seller will be conclusive evidence of what was ordered. Each Order placed shall be and be deemed to be a representation made by the Buyer at the time that it is solvent and has the present and future ability to pay all of its debts as and when they fall due.
  

3. Acceptance

• The Buyer shall be deemed to have read understood and accepted the Terms for the purposes of any Order upon clicking on the button at the end of these Terms.

4. Inconsistency

• Any condition contained in any document (including any order form) created or issued by the Buyer (whether in response to the Terms or otherwise) does not bind the Seller and the Buyer acknowledges that in the absence of a variation in writing thereof agreed to by the Seller, the Buyer will be bound by the Terms.
  

5. Price and Terms of Payment

• 5.1 The Buyer shall pay the price stated in any invoice of the Seller and payment of the invoice shall be made by a method of payment approved by the Seller without deduction or set off.
  
  5.2 The chargeable weight for the quantity actually delivered is in the case of paper in sheets, the nominal weight of reams (inclusive of the weight of ream wrapper, whether or not the paper is wrapped) and in the case of paper on reels the actual weight (inclusive of the weight of reel wrappers, cores and wooden plugs).
  
  5.3 All payments due under an Order are to be made in Australian currency free of exchange and shall be made to the Seller's office in Australia stated on the invoice relating to such Order or to such other place as may be notified by the Seller to the Buyer in writing.
  
  5.4 The Seller shall invoice the Buyer upon Order of the Goods. Unless notified on the face of the invoice or otherwise in writing by the Seller payment of the price stated on the invoice shall be made by the Buyer on or before the due date outlined on the invoice by the last business day of the month following the month in which the invoice is raised ("the due date"). In the event of any discrepancy between the Terms and any terms and conditions of the Seller appearing on the face of the invoice, the latter shall prevail. Time shall be of the essence in relation to all obligations of the Buyer to make payment for the Goods.
  
  5.5 If the invoice is not paid by the due date:
  
  5.5.1 the Seller is entitled to suspend all further deliveries of the Goods to the Buyer until payment is made in full on all outstanding invoices; and
  
  5.5.2 the Buyer will pay or reimburse to the Seller any costs or expenses incurred by it or its legal advisers, mercantile agents & other parties acting on the Seller's behalf in respect of anything instituted or being considered against the Buyer whether for debt, possession of any Goods, taking security or otherwise.
  
  5.6 The Goods may only be returned for credit. No refunds will be made. Custom made or custom processed Goods or Goods acquired specifically for the Buyer will only be returnable with the Seller's written consent. Goods may only be returned for credit or exchange within 7 days of the date of invoice and must be in as new & saleable condition. At the Seller's discretion, Goods returned for credit or exchange may incur a fee equal to 10% of the invoiced price of the Goods provided however that the minimum fee per Order shall be $30 and the maximum fee per Order shall be $300.
  
  5.7 The Seller shall not under any circumstances be liable for any claim, loss or damage sustained or incurred by the Buyer or any other party arising in any way as a result of the unavailability of the Goods or any delay in Delivery of the Goods or any part thereof or any failure to deliver the Goods or part thereof.
  
  5.8 Subject to Clause 5.5, the Seller reserves the right at any time to suspend credit or to change credit terms provided to the Buyer when in the Seller's sole opinion the financial condition of the Buyer so warrants. In any such case in addition to other remedies herein or at law, the Seller before dispatch of the Goods may require cash payments or satisfactory security from the Buyer, or the Seller may accelerate the due date for payment by the Buyer under any Order with the Seller. The Buyer agrees that, subject to the terms of the Privacy Act 1988, the Seller may in its absolute discretion disclose the status of the Buyer's account to any person or corporation.
  

6. Security For Payment

• The Buyer agrees on request to charge in favour of the Seller;
  
  6.1 by a fixed charge, goodwill, documents of title & current & later acquired personal real & intellectual property; and
  6.2 by a floating charge, the whole of the Buyer's other undertaking, property & assets, with payment of all monies owed to the Seller and to do all things necessary to stamp and register such charges.

7. Goods and Services Tax (GST)

• Unless otherwise specifically stated, all prices and amounts listed are exclusive of GST (currently 10%). If GST is payable by the Seller on the supply of Goods the Buyer will pay to the Seller the price or other amount invoiced plus GST. The Seller agrees to provide the Buyer with a tax invoice as required by the GST legislation for amounts to be paid by the Buyer in accordance with the Seller's price list.

8. Deliveries and Storage

• 8.1 While the Seller shall make every endeavour to deliver the correct quantity, quality and where applicable, size and weight of Goods ordered, the Buyer acknowledges that the Seller may experience difficulty in supplying the Goods in the exact terms as ordered. Accordingly, the Buyer agrees that in relation to the supply of Goods it shall accept and pay for Goods supplied by the Seller notwithstanding inaccuracies in the precise quantity, quality, size or weight of Goods (as the case may be) in comparison to the precise terms of Order, on the following basis:
  
  8.1.1 in the case of raw Paper products, in accordance with percentage tolerance levels prescribed under the Terms and Conditions of supply of the manufacturing paper mill supplying the Seller or, as may be agreed between the Buyer and the Seller from time to time.
  
  8.1.2 in all cases an appropriate pro-rata adjustment shall be made for the value of any over or under supply with a commensurate variation to the purchase price payable.
  
  8.2 The Goods shall be delivered to the Buyer FAS in the city and alongside rail country deliveries. Indent orders shall be delivered as per supplying conditions. Risk in the Goods passes to the Buyer upon the earlier of:-
  
  8.2.1 Delivery to the Buyer or his agent or a carrier nominated by the Buyer or by the Seller on the Buyer's behalf, or
  
  8.2.2 dispatch of the invoice for the Goods to the Buyer.
  
  8.3 Goods delivered to the Buyer are subject to freight and/or courier charges as determined by the Seller from time to time and which shall be payable by the Buyer. Freight and/or courier charges will be included in the invoice for the relevant Order.
  
  8.4 In the event that the Buyer requests the Seller to withhold Delivery of the Goods or any part thereof or if Delivery is delayed for any other reason as a consequence of the Buyer's instructions or lack thereof the Seller may in its absolute discretion store the Goods for the Buyer and the Buyer shall pay the Seller all storage charges charged or incurred by the Seller and if the Goods are stored elsewhere all cartage charges incurred by the Seller.
  
  8.5 Notice by the Seller to the Buyer that the Goods have been stored in accordance with this clause shall constitute Delivery of the Goods.
  
  8.6 The Seller reserves the right upon notice to the Buyer at any time to withhold deliveries if the Seller in its sole discretion considers that the financial condition of the Buyer so warrants and that such action is advisable to protect the Seller's interests.
  
  8.7 Whether or not risk has passed to the Buyer, the Seller shall to the full extent permitted by law be under no liability in respect of any damage caused to, or any deterioration of, the Goods during the Course of transit.
  
  8.8 A certificate purporting to be signed by an officer of the Seller confirming Delivery shall be conclusive evidence of Delivery, as shall any signed delivery docket.

9. Partial Delivery/Forward Orders

• If the Buyer places any forward order the Buyer agrees:
  
  9.1 to pay for so much of any order as is from time to time delivered by the Seller.
  
  9.2 no delay or failure to fulfill any part of any order shall entitle the Buyer to cancel or vary Order.
  

10. Packing

• Packing will be effected in accordance with the Seller's standard practice and the cost of packing is included in the price. If the Buyer requests other packing the Buyer will bear the cost or packing.
  

11. Pallets and Re-useable packaging

• The Buyer will return all pallets and any other re-useable packaging or delivery material provided by the Seller and indemnifies the Seller for the full replacement cost of any, which are not returned to the Seller promptly.
  

12. Time

• 12.1 The obligations of the Seller shall be suspended during the time and to the extent that the Seller is prevented from or delayed in complying with those obligations by Force Majeure.
  
  12.2 Force Majeure means circumstances beyond the control of the Seller which occur without default or negligence of the Seller and include inevitable accident, storm, flood, fire, earthquake, explosion, peril of navigation, hostility, war (declared or undeclared), insurrection, strike, lockout or other labour difficulty, executive or administrative order or act either general or of particular application of any government whether de jure or de facto or of any official purporting to act under the authority of that government, prohibition or restriction by domestic or foreign laws regulations or policies, quarantine or customs restriction, break down or damage to or confiscation of property.
  

13. Limitation of Liability

• 13.1 To the extent permitted by law all statutory and other implied conditions and warranties relating to the supply of the Goods by the Seller are negated, and the liability of the Seller pursuant to any provision of legislation of the Commonwealth or any State or Territory or pursuant to any other potential liability whether arising from negligence or not, including consequential loss is limited at the option of the Seller to the replacement of the Goods or supply of equivalent goods, the repair of the Goods, the payment of the cost of replacing the Goods or acquiring equivalent goods or the payment of the cost of having the Goods repaired.
  
  13.2 Except in relation to liability for personal injury (including sickness and death) and as expressly provided in these Terms, the Seller shall not be liable to the Buyer, its servants agents or contractors for any loss, damage, injury to property or persons (including but not limited to loss of profits or business or other direct, indirect, special, consequential or incidental damages) resulting from, arising out of, or in connection with the acquisition, Delivery, re-supply, retaking of possession, installation or use of the Goods or any other claim whatsoever arising directly or indirectly out of or in any way attributable to the performance or non-performance of an Order. The Buyer agrees to check all Goods for compliance with all applicable standards and regulatory bodies before use, on-sale or application and to use or apply them in accordance therewith.
  
  13.3 The Buyer agrees to indemnify the Seller its employees and agents against all actions proceedings and claims (including consequential loss and loss of profits) whatsoever brought against the Seller its servant agents or contractors in relation to any injury loss of life or damage to any property or financial or other consequential loss for and in respect of any loss injury expense or damage howsoever caused whether by the negligence of the Seller or not arising directly or indirectly out of or in any way attributable or non-performance of an Order. This indemnity does not derogate in any way from any other indemnity provided under an Order.
  
  13.4 No dealing between the Seller and the Buyer shall be or be deemed to be a sale by sample and any advice, recommendation, information or representation given or provided by the Seller as to the quality or performance of the Goods or their suitability for a particular purpose or otherwise in relation to the Goods shall be accepted by the Buyer at its own risk and without any liability or responsibility on the part of the Seller.
  
  13.5 This limitation of liability in this clause 13 does not attempt or purport to exclude liability arising under statute if, and to the extent, such liability cannot be lawfully excluded.
  

14. Taxes

• Without limitation to Clause 7, any GST, excise or other tax, impost or duty shall be payable by the Buyer and the Buyer shall not deduct any tax, impost or duty from the price payable to the Seller. Taxes, imposts and duties shall unless stated otherwise in the relevant invoice be added to invoices as separate charges.
  

15. Price Variation

• The Seller reserves the right from time to time and at any time to vary the price of the Goods the subject of an Order by notice in writing to the Buyer provided always that upon receipt of that notice the Buyer may elect at any time within 14 days of the receipt of that notice to terminate the Order and shall notify the Seller in writing of its election. Within 14 days of receipt of that notice the Seller has the choice of either accepting the Buyer's election whereupon the Order is terminated or electing to sell the Goods to the Buyer at the original price which price shall be binding on the Buyer and the Buyer's election to terminate the Order shall have no effect.
  

16. Withdrawal of Quotation

• Unless withdrawn by the Seller, any quotation made by the Seller is open for acceptance by the Buyer for 15 days from the date of the quotation or such other period as may be notified from time to time in writing by the Seller to the Buyer.
  

17. Property and Risk

• 17.1 Notwithstanding any provisions in Clause 8 dealing with transfer of risk and notwithstanding that the Buyer has possession of the Goods, property in the Goods remains with the Seller and no legal or equitable interest or property in the Goods whatsoever shall pass to the Buyer or vest in the Buyer until the full amount due for the Goods and all other Goods supplied by the Seller to the Buyer (including any interest payable by the Buyer) has been paid.
  
  17.2 The risk of loss of, or damage to, the Goods will pass to the Buyer on Delivery and the Buyer will insure the Goods until sold by the Buyer.
  
  17.3 Property in, and ownership of, the Goods will not pass from the Seller to the Buyer until payment in full of the purchase price of the Goods and all other amounts owing to the Seller by the Buyer.
  
  17.4 Until property passes to the Buyer:
  
  17.4.1 the Buyer will hold the Goods as fiduciary and bailee for the Seller;
  
  17.4.2 the Goods must be stored separately and in a manner to enable them to be identified and cross-referenced to particular invoices;
  
  17.4.3 the Seller, its employees or agents, are entitled to enter the Buyer's premises between 09:00 and 17:00 on any business day to inspect the Goods;
  
  17.4.4 unless otherwise notified in writing by the Seller and subject to paragraph (17.7(b)), the Buyer is authorised to sell the Goods in the ordinary course of the Buyer's business; and
  
  17.4.5 the proceeds of Goods sold by the Buyer are to be held in trust for the Seller and must be paid immediately into a separate account and must not be mixed with any other money, including funds of the Buyer.
  
  17.5 If the Buyer uses the Goods in some manufacturing or construction process of its own or some third party, then the Buyer must hold such part of the proceeds of such manufacturing or construction process as relates to the Goods in trust for the Seller. Such part shall be deemed to equal in dollar terms the amount owing by the Buyer to the Seller at the time of receipt of such proceeds.
  
  17.6 If payment is not made by the Buyer to the Seller on the due date, the Buyer must deliver the Goods to the Seller on demand. If the Buyer does not comply with such a demand, the Seller, its employees or agents, are entitled:
  
  17.6.1 to enter the Buyer's premises at any time to do all things necessary in order to take possession of the Goods and the Buyer:
  
  17.6.1.1 must procure the consent of all other persons having any interest in the premises where the Goods are situated to entry of those premises by the Seller, its employees or agents; and
  
  17.6.1.2 indemnities the Seller against any claim, loss, liability, cost and expense that may be incurred or sustained by the Seller, its employees or agents, as a result of the entry of those premises where the Goods are situated; and
  
  17.6.2 with or without taking possession of the Goods, to sell them as the Seller sees fit.
  
  17.7 The Buyer must pay to the Seller the costs and expenses incurred by the Seller of legal advisers, mercantile agents and other agents acting on the Seller's behalf in respect of any enforcement of these Terms and Conditions, or recovery or attempted recovery of either the money owing by the Buyer to the Seller or possession of the Goods.
  
  17.8 The Buyer acknowledges that the Goods are not intended to become affixed to any of its premises and must ensure that the Goods may be removed from those premises without causing damage of any kind to the premises.
  
  17.9 The Buyer's right to hold and sell the Goods will immediately cease if an administrator or a controller within the meaning of section 9 of the Corporations Act or similar officer is appointed to all or any assets or undertaking of the Buyer or an order is made or resolution passed for the winding up of the Buyer or the Buyer is deregistered. In any such case, and without the need for notice or demand by the Seller, the Buyer acknowledges any sale or purported sale of the Goods will not be in the ordinary course of the Buyer's business and the proceeds of any Goods sold in such circumstances will be held on trust for the Seller by the administrator, controller or similar officer as the case may be, or if there is no such officer, by the Buyer.
  
  17.10 To effect the Seller's obligations under these Terms, the Buyer irrevocably appoints any solicitor for the Seller and its attorney in all things.
  
  17.11 Any provision of this Clause 17, which is prohibited or unenforceable in any jurisdiction, is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this Clause 17 nor affect the validity or enforceability of that provision in any other jurisdiction.
  

18. Defaults and Termination

• 18.1 Without prejudice to any of its rights powers or remedies the Seller may terminate an Order immediately without any liability to the Buyer if:
  
  18.1.1 any payment is not made by the due date or within the time or times specified in the Order;
  
  18.1.2 there is any other breach of the Terms relating to the Order; or
  
  18.1.3 the Buyer becomes insolvent.
  
  18.2 Upon termination of an Order, the Seller shall be released from all liability under the Order and all Goods in the Seller's possession relating to the Order whether paid for by the Buyer or not shall be forfeited to the Seller absolutely.
  

19. Notices

• 19.1 A notice or other communication required or permitted to be given by a party to another shall be in writing and delivered personally or sent by pre-paid post or facsimile to that party's address or facsimile number stated in an Order or as notified in writing to each party from time to time. Any director, manager or secretary of the Seller or any other person authorised by the Seller may sign any such notice.
  
  19.2 A notice or other communication is deemed given if:
  
  19.2.1 personally delivered upon Delivery;
  
  19.2.2 mailed, on the expiration of two-business day after posting;
  
  19.2.3 sent by facsimile or email, on confirmation of successful dispatch by the sender machine or if after 17:00 on a working day at 09:00 on the next working day.

20. Intellectual Property

• 20.1 The Buyer warrants that any design or instruction furnished to the Seller will not cause the Seller to infringe any patent, copyright, registered design or trade mark in the execution of the Buyer's order. The Buyer indemnifies the Seller against any claim, loss, liability, cost and expense that may be incurred by the Seller as a result of any infringement or unauthorised use of patents, trade marks, designs or copyright arising out of the manufacture or use of the Goods.
  
  20.2 The sale and purchase of the Goods does not confer on the Buyer any licence or rights under any patents, trademarks or copyright that is the property of the Seller or any other person.
  

21. Exclusion of Vienna Convention

• The parties expressly agree that the Order shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods adopted in Vienna in 1980 (known as the Vienna Convention) and that the provisions of the Vienna Convention are expressly excluded.
  

22. Governing Law

• The law of these Terms and any Order is the law of the State of Victoria and Australia and the non-exclusive jurisdiction of the State of Victoria.
  

23. Severability

• In the event that any of the provisions or conditions of the Terms or any clause or sub clause of the Terms cannot be given full force or effect by reason of statutory invalidity, uncertainty or otherwise, the provision or condition, clause or sub-clause, as the case may be, which cannot be given full force or effect shall be severed, ignored or read down restrictively to maintain and uphold so far as possible, the remaining conditions and provisions of the Terms.
  

24. Direct Debit Service Agreement

• By signing a Direct Debit Request, the Buyer authorises the Seller to arrange for funds to be debited from the Account. The terms of the Direct Debit Request and these Terms govern the arrangement between the Seller and the Buyer for the debiting of funds from the Account.
  
  24.1 The Seller will only arrange for funds to be debited from the Account as authorised by the Direct Debit Request.
  
  24.2 If the Debit Day falls on a day that is not a Business Day, the Seller may direct the Financial Institution to debit the Account on the following Business Day.
  
  24.3 Service fee charges apply to Credit Card Direct Debits. These charges are as follows: VISA and MasterCard 1.32% (including GST); AMEX 3.023% (including GST)
  and DINERS CLUB 3.223% (including GST). All service fees are charged on the total transaction including Delivery.
  

25. Changes

• 25.1 The Seller may vary any details of this Agreement or a Direct Debit Request at anytime by giving the Buyer at least fourteen (14) days' written notice.
  
  25.2 If the Buyer wishes to stop or defer a Debit Payment the Buyer must notify the Seller in writing at least 7 days before the next Debit Day. This notice should be given to the Seller in the first instance.
  
  25.3 The Buyer may also cancel its authority for the Seller to debit the Account at any time by giving the Seller 7 days notice in writing before the next debit day. This notice should be given to the Seller in the first instance.
  
  25.4 The Buyer may also contact its financial institution to arrange cancellation of the Direct Debit Agreement.
  

26. The Buyer's obligations

• 26.1 It is the Buyer's responsibility to ensure that there are sufficient clear funds available in its account to allow a Debit Payment to be made in accordance with the Direct Debit Request.
  
  26.2 If there are insufficient clear funds in the Account to meet a Debit Payment:
  
  26.2.1 the Buyer may be charged a fee and/or inter