26. The Applicant will be entitled to sell the Goods in the ordinary course of its business, but until full payment for the Goods has been made to the Supplier, the Applicant shall sell as agent and bailee for the Supplier and the proceeds of sale of the Goods shall be held by the Applicant on trust for the Supplier absolutely.

27. The Applicant must immediately account to the Supplier for the proceeds of sale to the extent to which the proceeds are necessary to satisfy the monies due.

28. The Applicant's indebtedness to the Supplier, whether in full or in part, shall not be discharged by the operation of clause 26 hereof unless and until the funds held on trust are remitted to the Supplier.

29. The Applicant agrees that whilst property and title in the Goods remains with the Supplier, the Supplier has the right, with or without prior notice to the Applicant, to enter upon any premises occupied by the Applicant (or any receiver, receiver and manager, administrator, liquidator or trustee in bankruptcy of the Applicant) to inspect the Goods of the Supplier and to repossess the Goods which may be in the Applicant's possession, custody or control when payment is overdue.

30. The Applicant will be responsible for the Supplier's costs and expenses in exercising its rights under clause 29. Where the Supplier exercises any power to enter the premises, that entry will not give rise to any action of trespass or similar action on the part of the Applicant against the Supplier, its employees, servants or agents.

31. The Applicant agrees that where the Goods have been retaken into the possession of the Supplier, the Supplier has the absolute right to sell or deal with the Goods, and if necessary, sell the Goods with the trademark or name of the Applicant on those Goods, and the Applicant hereby grants an irrevocable licence to the Supplier to do all things necessary to sell the Goods bearing the name or trademark of the Applicant.

Personal Property and Securities Act 
32. For the avoidance of doubt, the Supplier's interest constitutes a 'purchase money security interest' pursuant to the PPSA. 
33. Until ownership of the goods passes, the Applicant waives its rights it would otherwise have under the PPSA: (a) under section 95 to receive notice of intention to remove an accession; (b) under section 118 to receive notice that the Supplier intends to enforce its security interest in accordance with land law; (c) under section 121(4) to receive a notice of enforcement action against liquid assets; (d) under section 125 to dispose of or retain collateral; (e) under section 129 to receive a notice of disposal of goods by the Supplier purchasing the goods; (f) under section 130 to receive a notice to dispose of goods; (g) under section 132(2) to receive a statement of account following disposal of goods; (h) under section 132(4) to receive a statement of account if no disposal of goods for each 6 month period; (i) under section 135 to receive notice of any proposal of the Supplier to retain goods; (j) under section 137(2) to object to any proposal of the Supplier to retain or dispose of goods; (k) under section 142 to redeem the goods; (l) under section 143 to reinstate the security agreement; and (m) under section 157(1) and 157(3) to receive a notice of any verification statement.

34. The Applicant will, at the request of the Supplier, execute documents and do such further acts as may be required for the Supplier to register the security interest granted by the Applicant under the PPSA.

35. The Applicant agrees to accept service of any document required to be served, including any notice under this Agreement or the PPSA or any originating process, by prepaid post at any address nominated in this application or any other address later notified to the Supplier by the Applicant or the Applicant's authorised representative.

36. The Applicant further agrees that where we have rights in addition to those under part 4 of the PPSA, those rights will continue to apply.

37. The Applicant irrevocably grants to the Supplier the right to enter upon the Applicant’s property or premises, without notice, and without being in any way liable to the Applicant or to any third party, if the Supplier has cause to exercise any of their rights under sections 123 and/or 128 of the PPSA, and the Applicant shall indemnify the Supplier from any claims made by any third party as a result of such exercise.

Consent to register
38. The Applicant hereby consents to the Supplier recording the details of this Agreement on the Personal Property Securities Register and agrees to do all things necessary and reasonably required by the Supplier to affect such registration.
39. The Applicant waives any right or entitlement to receive notice of the registration of any security interests) created by this instrument on the Personal Property Securities Register.

Acceptance and return of Goods
40. The Applicant is deemed to have inspected and accepted the Goods if they fail to notify the Supplier within three (3) days after the Receival Date that they are not in accordance with the order or are of faulty manufacture. To the extent permitted by the Competition and Consumer Act 2010 the Supplier's liability is limited (at the Supplier's election) to: (a) replacing the relevant Goods (b) the cost of obtaining equivalent products; or (c) the cost of having the relevant Goods repaired.

41. Goods are sold on a non-return basis and unless they are not in accordance with the order or are of faulty manufacture, cannot be returned without the Suppliers, written approval.

42. If the Supplier approves the return of Goods, the Applicant will be allowed credit for returned Goods on the following conditions: (a) the number and date of the invoice must be quoted by the Applicant; (b) Goods must be returned within seven (7) days of the Receival Date and otherwise in accordance with the Supplier's directions; (c) unless not in accordance with the order or faulty, the Supplier reserves the right to charge a restocking fee to all approved Goods returned, plus packing and delivery costs incurred by the Supplier to cover overheads associated with the Goods returned; and (d) a copy of the Supplier's written return approval must accompany the Goods (otherwise, they will not be accepted).

Installation
43. In the event the Supplier has agreed in writing to supply fixed or stadia seating (Outdoor Seating) and provide installation services in respect of that Outdoor Seating, then and only then clauses 43 to 55 will apply. The Supplier will procure installation of seating at the site and may engage contractors for this purpose.
44. The Applicant acknowledges that drilling through any membrane on the area for seat installation is required to install seats.

45. The Applicant acknowledges that any painting of, or membrane applied to, the area for seat installation must be cured prior to the Supplier's occupation of work area.
46. The Supplier will not be responsible for the integrity of fixing if directed by the Applicant or their representative to install to any substrate or membrane that is not fully cured. 
47. Continuous clear and unfettered access to the workface at the site must be provided.
48. Access to or suitable lifting devices must be made available by the Applicant to the Supplier at the site and be of sufficient reach to deliver pallets to each applicable level.
49. The Applicant acknowledges that there may be a spacing difference (typically up to 20mm) between seats in a row to ensure aisle alignment.
50. It is assumed that the concrete will be within acceptable tolerance limits, therefore, and no allowance has been made for packing or making good fixing surfaces.
51. It is the Applicant's responsibility to ensure that all bases or flooring to which seating is to be affixed meet the Supplier's minimum fixing requirements applicable to the seating to be installed.
52. Access to power is to be provided on-site by the Applicant to facilitate installation of seating. 53. Seating is to be set out in accordance with layout drawings agreed with the Supplier. Seating layout agreed with the Supplier is only in respect of quantum of seats to be installed at the premises. The Supplier does not assume responsibility for nor warrant that all seating will have clear line of sight. It is the Applicant's responsibility to ensure clear line of sight.
54. Final clean is to include a dry sweep of the area for seat installation but not removal of any stains that may be caused by other contractors.
55. The Applicant must ensure that the Supplier is provided, at no cost with adequate waste disposal bins for rubbish removal. Protection of seating prior to the date of practical completion seating installation is limited to the provision of plastic bags to the mouldings. These bags will be removed just before final handover thus negating the need for a final clean of the mouldings.

Outdoor Seating
56. The Supplier's polypropylene formulation for standard outdoor seating does not contain additional flame retardant additives.
57. If fire retardant UV formulation for outdoor seating is required by the Applicant it is provided on the basis that it is understood by the Applicant that the seating is susceptible to increase UV degradation, oxidisation and reduced colour fastness.

Cancellation of order
58. If the Supplier agrees to cancellation of an Applicant's order prior to delivering the Goods, the Supplier may charge a cancellation fee to all approved Goods returned, plus all costs incurred by the Supplier prior to cancellation, to cover overheads associated with the Goods returned with the order.

Warranty
59. The Supplier warrants Goods against defects arising from faulty labour and/or materials found during normal usage of the products. This applies from the Receival Date of all Goods. For more information on warranty periods please refer to http://www.sebelfurniture.com/sebel-warranty (Express Warranty).
60. The Express Warranty does not apply to defects or damage which in the Supplier's opinion have been caused by neglect, misuses or poor handling in transit by the Applicant. It does not cover any damage caused by flood, fire or other acts of nature beyond the Supplier's control. 
61. Repayment or replacement under the Express Warranty will be undertaken at the supplier's discretion where Goods are returned.
62. The Applicant acknowledges and accepts that plastic moulded products may fade over time subject to exposure to variations in the environmental conditions.

Cancellation of terms of credit
63. The Supplier reserves the right to withdraw credit at any time, whether the Applicant is in default under the terms of this Agreement or not.
64. Upon cancellation with or without notice all liabilities incurred by the Applicant become immediately due and payable to the Supplier.

Indemnity
65. To the extent permissible by law, the Applicant agrees to indemnify the Supplier and its officers, employees, contractors and agents and keep them indemnified against any claims, costs, expenses, losses, damages and liability suffered or
incurred arising from the Applicant's (including its officers, employees, contractors and agents) breach of these Terms and Conditions or any negligent or unlawful act or omission of the Applicant in connection with the Goods or use of the Goods contrary
to the Supplier's instructions. This indemnity includes any legal fees and expenses the Supplier incurs in order to enforce its rights, on an indemnity basis. Provision of further information
66. The Applicant undertakes to comply with any request by the Supplier to provide further information for the purpose of assessing the Applicant's creditworthiness, including an updated credit application.
67. If the Applicant is a corporation (with the exception of a public listed company), it must advise the Supplier of any alteration to its corporate structure (for example, by changing directors, shareholders, or its constitution). In the case of a change of
directors or shareholders the Supplier may ask for new guarantors to sign a guarantee and indemnity.

Regulatory requirements
68. To the extent permitted by law, it is the Applicant's responsibility to ensue that Goods supplied by the Supplier are suitable for the environment in which they are to be used and meet all applicable regulatory requirements (including any requirements under Building Code of Australia and any fire engineered solutions).
69. The Supplier does not hold itself out as possessing any expertise as to whether seating supplied by them meets any particular requirements under the Building Code of Australia or any fire engineered solution in respect of the site, makes no
representation as to fitness for purpose of seating it supplies and hereby disclaims all responsibility in that regard including without limiting this clause, where the Applicant
or its consultant specifies specific Goods or a finish. In circumstances where a particular regulatory standard or requirements is to be met, responsibility for that
standard or requirement rests with the Applicant.

Production variations
70. The Applicant acknowledges and agrees that: (a) variations in the colour of Goods or fabrics used in Goods may occur where Goods or fabric is manufactured in more than one batch; (b) where fabric suppliers to the Supplier change or vary fabrics, the Supplier reserves the right to vary or change fabrics (and prices) quoted to, or previously agreed with the Applicant; and (c) colour variations can occur between seating that does not contain UV or flame retardant additives, and seating that contains UV or flame retardant additives.

Corporations
71. If the Applicant is a corporation, the Applicant warrants that all of its directors have signed this Agreement and that all of its directors will enter into a guarantee and indemnity with the Supplier in relation to the Applicant's obligations to the Supplier.

Trustee capacity
72. If the Applicant is the trustee of a trust (whether disclosed to the Supplier or not), the Applicant warrants to the Supplier that: (a) the Applicant enters into this Agreement in both its capacity as trustee and in its personal capacity; (b) the Applicant has the right to be indemnified out of trust assets; (c) the Applicant has the power under the trust deed to sign this Agreement; and (d) the Applicant will not retire as trustee of the trust or appoint any new or additional trustee without advising the Supplier.
73. The Applicant must give the Supplier a copy of the trust deed upon request.

Partnership
74. If the Applicant enters into this Agreement as partners, the Applicant warrants that all of the partners have signed this Agreement and that all of the partners will enter into a guarantee and indemnity with the Supplier in relation to the Applicant's obligations to the Supplier.
75. If the Applicant is a partnership, it must not alter its partnership (for example, adding or removing partners or altering its partnership agreement) without advising the Supplier. In the case of a change of partners, the Supplier may ask for new guarantors to sign the guarantee and indemnity.

Insolvency
76. If the Applicant becomes insolvent, the Applicant remains liable under this Agreement for payment of any liabilities incurred hereunder. The Applicant remains liable under this Agreement even if the Supplier receives a dividend or payment as a result of the Applicant being insolvent.

Waiver
77. A waiver of any provision or breach of this Agreement by the Supplier must be made by an authorised officer of the Supplier in writing. A waiver of any provision or breach of this Agreement by the Applicant must be made by the Applicant's authorised officer in writing.

Costs
78. The Applicant must pay for its own legal, accounting and business costs and all costs incurred by the Supplier relating to any default by the Applicant. The Applicant must also pay for all stamp duty and other taxes payable on this Agreement (if any).
79. The Applicant will pay the Supplier's costs and disbursements incurred in pursuing any recovery action, or any other claim or remedy, against the Applicant, including debt recovery fees and legal costs on an indemnity basis. Such costs and disbursements will be due and payable by the Applicant to the Supplier irrespective of whether pursuit of the recovery action, claim or remedy is successful. 
80. The Applicant acknowledges and agrees that payments by the Applicant will be applied by the Supplier as follows. (a) Firstly, in payment of any and all collection costs and legal costs in accordance with clauses 29 and 79. (b) Secondly, in payment of any interest incurred in accordance with clause (c) Thirdly, in payment of the outstanding invoice(s). 
81. In circumstances where the Supplier seeks to enforce a purchase money security internet under the PPSA over collateral or proceeds (these terms being consistent with the terms defined in the PPSA), payments received from the Applicant will be allocated in a manner at the Supplier's absolute and unfettered discretion, so as to attribute, to the greatest extent possible, the unpaid balance of the debt to the purchase money obligation in respect of the collateral and/or proceeds over which the Supplier seeks to enforce its purchase money security interest.
82. To the extent that payments have been allocated to invoices by the Supplier in it's business records, the Supplier may, at its sole and unfettered discretion, allocate and/or retrospectively reallocate payments in any manner whatsoever at the Supplier's absolute discretion, including in a manner inconsistent with clause 81 herein.
83. Payments allocated (and/or reallocated) under clauses 81 and/or 82 will be treated as though they were allocated (and/or reallocated) in the manner determined by the Supplier on the date of receipt of payment.

Taxes and duty
84. The Applicant must pay GST on any taxable supply made by the Supplier to the Applicant under this Agreement. The payment of GST is in addition to any other consideration payable by the Applicant for a taxable supply.
85. If as a result of: (a) any legislation becoming applicable to the subject matter of this Agreement; or (b) any changes in legislation or its interpretation by a court of competent jurisdiction or by any authority charged with its administration; the Supplier becomes liable to pay any tax, duty, excise or levy in respect of the amounts received from the Applicant, then the Applicant must pay the Supplier these additional amounts on demand.

Interest rates
86. The interest rate on any outstanding debts is a fixed rate of 15 percent per annum.

Set-Off
87. All payments required to be made by the Applicant under this Agreement will be made free of any set off, or counterclaim and without deduction or withholding. 
88. Any amount due to the Supplier from time to time may be deducted from any monies which may be or may become payable to the Applicant by the Supplier.

Limitations and exclusions of liability
89. With the exception of Consumer Guarantees, the Supplier excludes: (a) any term, condition or warranty that may otherwise be implied into this Agreement;
(b) any liability for loss or damage incurred as a result of or in connection with the negligence of the Supplier; and (c) any liability for Consequential Loss.
90. Subject to clause 91, the liability of the Supplier in respect of any breach of or failure to comply with any Consumer Guarantee is limited to the following:  (a) In the case of Goods, to: (i) the replacement of the Goods or the supply of equivalent Goods; (ii) the repair of the Goods; (iii) the payment of the cost of replacing the Goods or of acquiring equivalent Goods; or (iv) the payment of the cost of having the Goods repaired. (b) In the case of services, to: (i) the supplying of the services again; or (ii) the payment of the cost of having the services supplied again.
91. The liability of the Supplier in respect of a breach of or a failure to comply with a Consumer Guarantee will not be limited in the way set out in clause 90 if:
(a) the goods or services supplied are goods or services 'of a kind ordinarily acquired for personal, domestic or household use or consumption', as that expression is used in section 64A of the Australian Consumer Law; 
(b) it is not 'fair or reasonable' for the Supplier to rely on such limitation in accordance with section 64A(3) of the Australian Consumer Law; or
(c) the relevant Consumer Guarantee is a guarantee pursuant to sections 51, 52 or 53 of the Australian Consumer Law.