1. Definitions – the following terms have the following respective meanings:
“Agreement” means an agreement to sell Goods arising out of an Order and these Terms.
“Approved Buyer” means a Buyer approved by Geosynthetics Australia for payment within the Specified Period.
“Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of the relevant State and Territory fair trading acts.
“Buyer” means the buyer specified in a Credit Application or an Order Confirmation.
“Consequential Loss” means any loss, damage or costs incurred by a party or any other person that is indirect or consequential, as well as loss of revenue; loss of income; loss of business; loss of profits; loss of production; loss of or damage to goodwill or credit; loss of business reputation, future reputation or publicity; loss of use; loss of interest; losses arising from claims by third parties; loss of or damage to credit rating; loss of anticipated savings and/or loss or denial of opportunity.
“Consumer” has the meaning given to it in section 3 of the Australian Consumer Law.
“Consumer Guarantee” means any right or statutory guarantee under Division 1 of Part 3-2 of the Australian Consumer Law.
“Credit Application” means a written application submitted by the Buyer to Geosynthetics Australia to be an Approved Buyer.
“Delivery Period” means the period of time between the first delivery and last delivery of an Order.
“Force Majeure” means any acts of God, any regulation, law or restriction of any government agency, war, riot, strike, fire, flood, explosion, drought or earthquake, a shortage or unavailability of raw materials, production capacity or transportation and any other circumstance beyond the reasonable control of Geosynthetics Australia.
“Geosynthetics Australia” means Geosynthetics Australia, its successors and assigns.
“Goods” means goods supplied by Geosynthetics Australia to a Buyer.
“Loss” means all claims, actions costs (including legal costs), damages, interest, expenses, liabilities and losses (including any loss of profit, loss of goodwill, loss of business opportunity and any special, indirect or consequential loss).
“Order” means an order submitted by a Buyer, setting out amongst other things the Goods ordered, the Price (as previously quoted by Geosynthetics Australia), the means of delivery and any delivery costs payable (as quoted by Geosynthetics Australia), the nominated delivery address and an estimated (non-binding) delivery date. Orders received by Geosynthetics Australia are subject to these Terms and Conditions of Sale and to acceptance in writing by Geosynthetics Australia or by performance.
“PPSA” means the Personal Properties Securities Act 2009 (Cth) and includes all delegated legislation made under this Act and includes all amendments, consolidations, replacements or re enactments of any of them, from time to time.
“Price” means the amount payable for the Goods as quoted by Geosynthetics Australia and as specified in the Order Confirmation.
“Specified Period” means a period of 30 days from the date of Geosynthetics Australia statement or invoice.
“Terms” means these Terms and Condition of Sale.

2. Application of Terms – These Terms and Conditions apply to all Goods supplied by Geosynthetics Australia to a Buyer and combined with an Order are the entire agreement between the parties. Unless expressly agreed in writing by Geosynthetics Australia, these Terms override any orders, quotes, invoices or any other documentation exchanged between the parties whether or not they state that they override these Terms. When a Buyer places an Order it is agreed that they accept these Terms.

3. Orders and Quotations – If not specified on a quote, a quote will be valid for 30 days from the date it is delivered to the Buyer or for such longer period as agreed by Geosynthetics Australia. Geosynthetics Australia may refuse an Order, or part of an Order placed by a Buyer at its discretion. An Order is deemed to have been accepted by Geosynthetics Australia when Geosynthetics Australia gives written notice to the Buyer, if Geosynthetics Australia delivers the Goods to the Buyer or the Buyer collects the Goods, whichever is the earlier. If Geosynthetics Australia accepts an Order it will deliver and the Buyer will purchase the Goods specified in the Order subject to these Terms. A Buyer cannot cancel an Order after Geosynthetics Australia accepts an Order, unless Geosynthetics Australia consents to the cancellation. If Geosynthetics Australia consents to the cancellation, the Buyer must pay Geosynthetics Australia on demand, all of Geosynthetics Australia’s direct and indirect costs of cancellation.

4. Supply Subject to Availability – Until Geosynthetics Australia accepts an Order it shall have no obligation to supply the Goods. Even if Geosynthetics Australia accepts an Order by notice, Geosynthetics Australia’s obligation to supply the Goods is subject to Geosynthetics Australia availability. If Geosynthetics Australia is unable to supply the Goods specified in an Order, Geosynthetics Australia shall refund any monies paid by the Buyer and this shall be the sole and exclusive remedy of the Buyer.

The quantity of Goods as included in this quote is in no way a representation or recommendation by Geosynthetics Australia of the required quantity of Goods as required by the Buyer. It is the obligation of the Buyer, not Geosynthetics Australia, to ensure that the quantity of Goods ordered by the Buyer and included in this Quote are sufficient to meet the specific purpose or purposes for which the Buyer intends to use these Goods.

5. Delivery – The Buyer may take delivery from the Port of Entry or, if so specified in the Order, Geosynthetics Australia will deliver the Goods to the Buyer’s nominated delivery address. If no person is at the address upon delivery, Geosynthetics Australia may (at its sole discretion) instruct the carrier to wait for a person to arrive, leave the Goods at the address (which shall be deemed to constitute delivery) or return them to an appropriate storage area for future delivery. The Buyer must pay Geosynthetics Australia’s reasonable costs in taking any of these actions, including waiting charges, costs of returning the goods, storage and future delivery.

The Buyer warrants that Geosynthetics Australia or its carrier is entitled to deliver and deposit the Goods at kerbside or at the nominated address and that the Buyer has obtained all permissions from any local council or other authority necessary for the Buyer to validly authorise the delivery of the Goods without breach of any laws or regulations. The Buyer will take all responsibility for delivery being effected in accordance with this Clause and will indemnify Geosynthetics Australia against any liability to the Buyer or any third party in connection with delivery of the Goods.

Delivery occurs when the Buyer, its carrier or agent takes possession of the Goods at Geosynthetics Australia warehouse, or alternatively when the Goods have been left at or near the nominated delivery address, as the case may
be. The Buyer must pay Geosynthetics Australia the delivery costs specified in the Order or quotation.

Offloading on site is the Buyer’s responsibility. The Buyer should ensure that it has facilities to unload the Goods and facilitate delivery.

The Buyer or the Buyers’ representative accepts the Goods by signing an appropriate delivery note. Where the Buyer or the Buyers’ representative is not available at the delivery address to sign and accept delivery of the Goods, then Geosynthetics Australia’s carrier’s confirmation of delivery shall be sufficient evidence of delivery and acceptance of the correct quantity of Goods delivered to the Buyer. All delivery dates quoted to the Buyer by Geosynthetics Australia for the supply of Goods (including but not limited to any delivery date(s) specified in the Order) are estimates given in good faith only and are not binding on Geosynthetics Australia. Geosynthetics Australia will not be liable for any Loss due to delay or non-delivery.

The Buyer acknowledges that Geosynthetics Australia subcontracts freight of Goods to freight carriers and consents to this subcontracting.

6. Risk and Title

1. Risk in the Goods passes to the Buyer on delivery in accordance with these Terms and Conditions.
2. Until full payment in cleared funds is received by Geosynthetics Australia for all Goods supplied by it to the Buyer, the Buyer must, at its own cost, insure and keep insured the Goods against such risks as a prudent owner of the Goods would insure at their full cost price, with a reputable insurance company.
3. Until full payment in cleared funds is received by Geosynthetics Australia for all Goods supplied by it to the Buyer, as well as all other amounts payable by the Buyer to Geosynthetics Australia on any account whatsoever:
   1. legal title and property in all Goods supplied under the Agreement remain vested in Geosynthetics Australia and do not pass to the Buyer;
   2. subject to clause 6(c)(iii) below, the Buyer must keep the Goods separate from other goods and maintain the labelling and packaging of Geosynthetics Australia so that they are readily identifiable as the property of Geosynthetics Australia;
   3. the Buyer must not sell the Goods except in the ordinary course of the Buyer’s business;
   4. in addition to any rights Geosynthetics Australia may have under Chapter 4 of the PPSA, Geosynthetics Australia may, at any time, demand the return of the Goods and shall be entitled without notice to the Buyer and without liability to the Buyer, to enter any premises where it suspects the Goods may be located in order to search for and remove the Goods without committing a trespass, even though they may be attached or annexed to other goods or land not the property of Geosynthetics Australia, and for this purpose the Buyer irrevocably licenses Geosynthetics Australia to enter such premises, undertakes that it will procure any necessary authority to enter from any relevant person and also indemnifies Geosynthetics Australia from and against all loss suffered or incurred by Geosynthetics Australia as a result of exercising its rights under this clause, except to the extent that such loss was directly caused by Geosynthetics Australia’s negligence. If there is any inconsistency between Geosynthetics Australia’s rights under this clause 6(c)(iv) and its rights under Chapter 4 of the PPSA, this clause 6(c)(iv) prevails;
   5. the Buyer acknowledges and warrants Geosynthetics Australia has a security interest (for the purposes of the PPSA) in the Goods until title passes to the Buyer in accordance with this clause 6. The Buyer must do anything reasonably required by Geosynthetics Australia to enable Geosynthetics Australia to register its security interest, with the priority Geosynthetics Australia requires and to maintain that registration; and
   6. the security interest arising under this clause 6 attaches to the Goods when the Buyer obtains possession of the Goods and the parties confirm that they have not agreed that any security interest arising under this clause 6 attaches at any later time.

7. Limited Warranty – Geosynthetics Australia warrants that when the Goods are manufactured they comply with the ISO 9001:2015 quality assurance system and with the specifications detailed in Geosynthetics Australia current published product information documents, or alternative Specification agreed in advance of the Order of the Goods in writing by Geosynthetics Australia except for the limited warranty in Clause 7 and the rights of the Buyer under the Competition and Consumer Act 2010 (Cth) and other laws which cannot be lawfully excluded or restricted, all other warranties in relation to the Goods are excluded, including any implied warranty of fitness for any specific purpose.

The Buyer acknowledges and agrees that information, design or installation suggestions provided by Geosynthetics Australia or its resellers (other than Geosynthetics Australia’s product specifications) to the Buyer, the Buyer’s representatives or its contractors, is general in nature and is given without detailed knowledge of the site at which the Goods are to be used or installed and without detailed knowledge of the proposed use of the Goods. If Geosynthetics Australia provides any such information it is given in good faith but on the basis that the Buyer must not rely on it and must rely on its own, independent judgement or advice from experts engaged by the Buyer independently of Geosynthetics Australia.

8. Exclusion/Limitation of Liability

1. Nothing in this Agreement is intended to have the effect of excluding:
   1. any Consumer Guarantees; or
   2. any other applicable Law that cannot be excluded, restricted or modified by agreement of the parties,
      (collectively Non-Excludable Rights).
2. Subject to clause 8(a) and to the maximum extent permitted by Law, Geosynthetics Australia excludes any term, condition, warranty, representation, guarantee or undertaking that may otherwise be implied into this Agreement by legislation, common law, equity, trade, custom or usage.
3. Geosynthetics Australia excludes any liability for Consequential Loss however arising. This limitation does not apply to limit Geosynthetics Australia’s liability in respect of the Non-Excludable Rights.
4. Subject to clause 8(a) and to the maximum extent permitted by Law, the liability of Geosynthetics Australia in respect of any defective Goods, breach of or failure to comply with any Non-Excludable Right (which cannot be excluded but which can be limited) or for any other any claim for loss or damage arising in relation to the supply of Goods under or in connection with this Agreement, including as a result of third party claims) in any form of action, including contract, tort, strict liability or otherwise, is limited to the following:
   1. the replacement of the Goods or the supply of equivalent goods;
   2. the repair of the Goods;
   3. the payment of the cost of replacing the Goods or of acquiring equivalent goods;
   4. the payment of the cost of having the Goods repaired.
5. This Clause survives termination of the Agreement between the parties.

9. Notification of Defective Product – The Buyer must inspect the Goods on delivery. If there is any suspected defect, the Buyer must notify Geosynthetics Australia in writing within 7 working days of the details of the suspected defect. The Buyer should detail in writing the amount of the Goods affected by the suspected defect and the type of suspected defect. The Buyer must arrange independent testing of the suspected defect. Should a defect be confirmed, Geosynthetics Australia will reimburse the buyer of the independent testing fees.

Geosynthetics Research will not accept any claims for geotextiles that are not protected against excessive ultraviolet radiation and contamination from dirt, dust, moisture, and any other deleterious materials or environmental conditions prior to correct onsite installation.

10. Restocking Fee – Geosynthetics Australia, at its sole discretion, may accept the return of standard Goods, after Geosynthetics Australia, or its agent, has inspected the Goods for merchantable condition. On such acceptance Geosynthetics Australia reserves the right to charge a restocking fee of 20% of the price on Goods returned (or such fee as otherwise agreed by Geosynthetics Australia), provided that the Goods returned are in merchantable condition according to Geosynthetics Australia’s standards.

11. Price and Payment – The Buyer agrees to pay the Price specified in the Order based on the quotation provided by Geosynthetics Australia or otherwise as agreed by Geosynthetics Australia in writing. The Buyer must pay the Price and all other monies payable to Geosynthetics Australia in respect of an Order immediately on delivery of the Goods or as specified in the quote. Alternatively, if not specified on the quote, or if the Buyer is an Approved Buyer, the Buyer must pay the Price and all monies payable within the Specified Period.

Geosynthetics Australia may vary its prices from time to time as it deems fit. For example, Geosynthetics Australia may review its prices as a result of movements in foreign exchange rates, freight or the cost of raw materials. Geosynthetics Australia will provide the Buyer with written notification of any price changes. All orders that contain multiple deliveries, with a Delivery Period greater than 2 months, will be subject to price reviews following the two month period.

12. Payment Default – Without prejudice to any other rights or remedies of Geosynthetics Australia, if the Buyer fails to make any payment by the due date, Geosynthetics Australia may exercise any or all of the following rights: charge the Buyer interest on the unpaid amount at the rate which is 5% above RBA cash rate; suspend the supply of any Goods (including other Orders accepted by Geosynthetics Australia) until full payment is made by the Buyer; and/or require that the Buyer pay for Goods supplied to the Buyer by cash on delivery and reduce, cancel or suspend any “credit limit” enjoyed by the Buyer.

13. Security

1. Unless the context indicates otherwise the Terms and Conditions used in this Clause 13 are as defined in the PPSA.
2. If at any time Geosynthetics Australia determines that the Agreement (or any of the transactions contemplated by or under it) creates a security interest in its favour over any personal property, Geosynthetics Australia may apply for any registration, or give any notification, in connection with that security interest and the Buyer must promptly, upon Geosynthetics Australia’s request, do anything (including signing and producing documents, getting documents completed or signed, obtaining consents and supplying information) to:
   1. provide more effective security over the relevant personal property;
   2. ensure that any such security interest in favour of Geosynthetics Australia:
      1. is at all times enforceable, perfected (including, where applicable, by control as well as by registration) and otherwise effective; and
      2. ranks as a first priority security interest;
   3. enable Geosynthetics Australia to prepare and register a financing statement or a financing change statement or give any notification in connection with that security interest; and
   4. enable Geosynthetics Australia to exercise any of its rights or perform any of its obligations in connection with any such security interest or under the PPSA.
3. All costs and expenses arising as a result of actions taken by either party pursuant to clause 12(b) will be for the account of the Buyer. The Buyer must pay Geosynthetics Australia pursuant to this clause 12(c) within 5 days of a written request.
4. If Chapter 4 of the PPSA would otherwise apply to the enforcement of the security interest created under the Agreement, the Buyer agrees that the following provisions of the PPSA will not apply:
   1. section 95 (notice of removal of accession), to the extent that it requires Geosynthetics Australia to give a notice to the Buyer;
   2. section 121(4) (enforcement of liquid assets – notice to grantor);
   3. section 125 (obligation to dispose of or retain collateral);
   4. section 130 (notice of disposal), to the extent that it requires Geosynthetics Australia to give a notice to the Buyer;
   5. (v) paragraph 132(3)(d) (contents of statement of account after disposal);
   6. subsection 132(4) (statement of account if no disposal);
   7. section 142 (redemption of collateral); and
   8. section 143 (reinstatement of security agreement).
5. Geosynthetics Australia does not need to give the Buyer any notice required under the PPSA (including a notice of a verification statement under section 157 of the PPSA) unless the requirement for the notice cannot be excluded.
6. Neither party will disclose to a person or entity that is not a party to the Agreement, information of the kind mentioned in section 275(1) of the PPSA unless section 275(7) of the PPSA applies or that information is publicly available.

14. Trusts – If the Buyer is a trustee it enters into an Agreement in its own capacity and in its capacity as trustee of the relevant trust. The Buyer warrants that it has disclosed to Geosynthetics Australia the existence of all trusts of which it is a trustee and that it is entitled to enter into any Agreement under the relevant trust.

15. GST and Taxes – The Buyer must pay any and all taxes imposed on this Agreement and the sale and purchase of Goods. All sums specified by Geosynthetics Australia as consideration for a supply of Goods under an Agreement are specified exclusive of GST unless the contrary is clear and the amount of that consideration will be increased by an additional amount equal to the GST on that taxable supply. If an amount is payable as compensation or reimbursement for an expense, the consideration must be calculated after excluding any amount for which Geosynthetics Australia is entitled to an input tax credit as recipient of the item to which the expense loss or liability relates.

16. Dispute Resolution – In the event of a dispute arising out of or relating to an Agreement the parties agree to attempt to settle that dispute. One party will give the other notice in writing of the dispute and the parties will attempt in good faith to resolve the dispute within 30 days of the notice. If the dispute is not resolved within 30 days of the notice then it will be referred to mediation. The mediator(s) appointed to mediate the dispute will be an independent third party, approved by both parties.

17. General – In the event that Force Majeure delays or prevents Geosynthetics Australia performing an obligation under an Agreement, that obligation is suspended for as long as the Force Majeure endures.

These Terms and Conditions can only be varied with the written agreement of Geosynthetics Australia. Geosynthetics Australia may vary these Terms at any time by notice to the Buyer, so that any varied terms and conditions will apply to future Orders accepted by Geosynthetics Australia, but not to Orders already accepted.

A waiver of any right arising under an Agreement between the parties must be in writing and signed by the party granting the waiver.

These Terms and Conditions are governed by the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of the New South Wales courts.