Last updated: 26 July 2021
 

Standard Terms and Conditions of Sale for Equipment and Services

TERMS &
CONDITIONS

  1. General

    1. Definitions
      NMQ: Shall mean: NMQ Engineering Pty Ltd T/As All Industries Group.
      Goods: Shall mean everything to be supplied by NMQ, including all equipment and services.
      GST and Taxable supply:
      Shall have the meaning given in A New Tax System (Goods and Services Tax) Act 1999.
      PPSA: Shall mean the Personal Property Securities Act 2009.
      PPSR: Shall mean the Personal Property Securities Register.
      Purchaser: Shall mean the company, firm or persons for whom work under this contract is performed and shall include executors, administrators, successors and permitted assignees.
      Purchase Money
      Security Interest:    has the meaning in section 14 of the PPSA.
      Security Interest:    has the meaning in section 12 of the PPSA.
      Security Agreement, Commingled, Financing Statement, Financing Change Statement, Verification Statement, and Registration have the meanings prescribed to them in section 10 of the PPSA.

    2. Conditions
      These conditions form part of the offer in which that are referred to or to which they are attached.

    3. Precedence
      If there is any inconsistency between the Conditions of the Offer and these Conditions, then the former shall prevail. If there is any inconsistency between these Conditions and any terms or conditions submitted by the Purchaser at any time, these Conditions prevail to the extent of any inconsistency.

    4. Variation of Conditions
      Notwithstanding any acceptance by NMQ of any order from the Purchaser that may contain any provision inconsistent with or purporting to vary or reject any of these Conditions, any contract arising from any such acceptance shall be subject to these Conditions unless and to the extent only that NMQ expressly agrees in writing to any variation thereof.

    5. Additional documentation or verbal matter
      No documentation, correspondence, verbal agreement or conversation shall form part of or affect or modify any aspect of the offer or contract unless accepted or confirmed by NMQ in writing.

    6. Partial invalidity
      In the event of one or more clauses of these conditions or any clauses included in NMQ’s offer being held by a Court of Law to be legally invalid or unenforceable, the remainder or such conditions shall be in no way affected.

    7. Separable portions
      The provisions of these Conditions shall apply to any supply of a separable portion or portions of the Goods.

  2. Offer and Order

    1. Validity
      Unless previously revoked by written notification to the purchaser, NMQ’s offer shall remain valid for the period as stated in the offer or, where no such period is stated, for thirty (30) days from the date thereof.

    2. Delivery Time
      Goods offered ex stock are subject to prior sales. Any delivery time offered is without obligation.

    3. Variations
      (a)Variation in quantity
      The quoted price is based upon the scope referred to in the offer. Should there be any variation in the total quantity of Goods ordered, NMQ reserves the right to amend the price.

      (b) Variation in Scope of Supply
      If the Purchaser instructs NMQ in writing or NMQ considers any instruction from the Purchaser verbal or written to be an instruction to perform a variation then NMQ will perform the variation but only after the Purchaser has agreed the price in writing within 7 days of receipt by NMQ of the instruction. The agreed price of the variation will be added to the Contract Sum and if NMQ is delayed it shall be entitled to an extension of time.
      (c) Variation by NMQ
      If repairs or variations are identified and/or recommended by NMQ during the course of any works, NMQ will advise the Purchaser of such repairs and/or variations as soon as is reasonably practicable. NMQ will only proceed with any such repairs and/or variations with the agreement of the Purchaser (including as to the price to be charged for the repairs and/or variations). The agreed price of the repairs and/or variations will be added to the Contract Sum and if NMQ is delayed it shall be entitled to an extension of time. If the Purchaser instructs NMQ that the repairs and/or variations are not approved and are not to be effected, NMQ may, in its absolute discretion:
      (i)    proceed with the contracted works without effecting the repairs and/or variations;
      (ii)     proceed with the contracted works with such parts of the repairs and/or variations as are agreed by the Purchaser in writing; or
      (iii)    terminate the contracted works and this agreement by notice to the Purchaser and invoice the Purchaser for the work performed.

    4. Acceptance and Order
      The Acceptance of NMQ’s offer must be confirmed in writing and followed by a Purchase Order or deposit. Any verbal instruction to proceed with the supply of Goods will be deemed to be on the basis of our Standard Terms and Conditions of Sale.

    5. Acceptance of order outside of offer validity period
      Acceptance of offer outside the validity period stated in 2.1, NMQ will be able to revise the offer before accepting the order.

    6. Cancellation, variation or suspension
      A contract may be cancelled, varied or suspended only by notice in writing and only if such notice is accepted in writing by NMQ. In the event of such cancellation, variation or suspension the Purchaser shall compensate NMQ for any costs or loss incurred including but not limited to loss of profit, losses arising from any hedge relating to the supply, purchase of Goods for the order, labour expended on the order and any other costs incurred from Goods sub suppliers, finance providers and others directly related to the performance under the contract.

  3. Specifications and Drawings

    1. Information and Drawing
      All description specifications, illustrations, drawings, data, dimensions and weights furnished by NMQ or otherwise contained in catalogues, price lists and other advertising matter of NMQ are approximate only and are intended to be by way of a general description of the Goods and shall not form part of the contract.

    2. Orders and Specifications
      Any advice or recommendation given by NMQ or its employees or authorized agents to the Purchaser or its employees or authorized agents regarding storage, use or application of the Goods is given in good faith and does not constitute a guarantee of suitability or fitness for use. The Purchaser at all times remains responsible for the application of the Goods and the NMQ’s liability in this regard shall be limited absolutely to the providing of Goods in compliance with published specifications.

    3. Certified drawings
      After acceptance of an order NMQ shall provide on request and cost to the purchaser such certified drawings as in NMQ opinion are reasonable and necessary.

    4. Confidential information
      All drawings, specifications and other written information, samples and the like provided by NMQ shall be regarded as confidential and shall not be disclosed to a third party except with the prior written consent of NMQ.

    5. Information to be provided
      The Purchaser shall, within seven (7) days from the date his order, furnish to NMQ sufficient information which, in the reasonable estimation of NMQ, will enable work to proceed forthwith and without interruption, otherwise an extension of time under clause 5.4 applies.

    6. Approval of drawings
      Drawings or other information requiring the Purchaser’s approval shall be approved, amended or rejected and returned to NMQ within fourteen (14) days of the date of receipt or other such period as may be agreed in writing. Any delay beyond this period shall constitute grounds for extension of the completion/delivery date under clause 5.4.

    7. Incorrect information
      The Purchaser shall be responsible for and bear the cost of any alteration to the Goods arising from any discrepancy, error or omission in any drawings, specification or other information supplied or approved by him.

    8. Responsibility for approvals
      In the absence of agreement to the contrary, and subject to clause 14, it shall be the Purchaser’s responsibility to obtain and provide any approvals, licenses or permits as necessary for performance of the contract.

    9. Assembly
      If the Goods are to be assembled, produced and/or additional processing added by the NMQ in accordance with the specification stipulated by the Purchaser, then the Purchaser shall indemnify the NMQ against any loss, damages, costs and expenses awarded against or incurred by the NMQ in any infringement of Intellectual Property Rights, which may result from the Purchaser’s specification.

  4. Performances and Tests

    1. Performance
      Any performance figures given by NMQ are based on NMQ’s experience and manufacturers’ specifications and are such as NMQ expects to obtain on test. Subject to recognised tolerances applicable to such figures, NMQ shall be under no liability for damages for failure to attain such figures unless NMQ specifically guaranteed them in writing.

      Where NMQ has agreed to performance figures but fails to achieve such figures, NMQ shall make good such failure as provided for in clause 12 hereof. NMQs liability, if any, shall in any case be limited as provided for in clause 13 hereof.

    2. Inspection and tests

      1. Where inspection and tests are performed, they will be in accordance with NMQ’s standard practice and will be carried out at the place of manufacture or at some other place at NMQ’s option. The cost of these tests and any other test specified in the offer shall be borne by the Purchaser. Any further tests or witnessed tests required by the Purchaser will be carried out at his expense subject to NMQs consent to perform these further tests.

      2. After seven (7) days from the date of notification that NMQ is ready to carry out any witnessed tests required, such tests may proceed in the absence of the Purchaser or his representative and shall be deemed to have been made in their presence.

      3. NMQ shall not be responsible for expenses incurred by the Purchaser in respect of their presence or that of its representative at witnessed tests.

      4. If on any such tests or inspection, Goods shall be found defective due to faulty design, material or workmanship or found not to be in accordance with the contract, NMQ shall make good such defect or failure as provided for in clause 12 hereof.

  5. Time/Date for Completion

    1. Base date
      All times offered for delivery or completion shall be calculated from the date NMQ receives a technically and commercially clear order.

    2. Delivery Time/Completion Date
      Any delivery time, completion date or period offered is an estimate only and is not to be construed as a fixed time unless expressly incorporated in the offer as such.

    3. Extension of time
      The completion/delivery date or period shall be extended in respect of any delay caused by the Purchaser, by industrial dispute including strikes and lockouts, circumstances such as fire, war, mobilization, requisition, embargo, currency restrictions, shortage of transport, general shortage of materials, restrictions in the use of power or by any cause beyond reasonable control of either NMQ or any of NMQ’s subcontractors or as a result of a variation of the original order or as provided for in these Conditions.  

  6. Packing
    Unless otherwise stated in the offer the Goods will be packed in accordance with NMQ’s customary standard of packing and the cost thereof will be for the Purchaser’s account. Any special packing required by the Purchaser will likewise be for the Purchaser’s account.

  7. Delivery, Storage and Returns

    1. Delivery ex works
      Unless otherwise stated in the offer, the Goods are supplied ex works (as amended from time to time) and delivery to a carrier, including loading, shall constitute delivery to the Purchaser. The carrier’s vehicle shall be of a type allowing vertical or horizontal access for loading required by NMQ.

    2. Delivery beyond ex-works
      If delivery is required other than ex works, NMQ may, at NMQ’s discretion, agree to act as an agent for the Purchaser in this matter and all costs for carriage and insurance will be for the Purchaser’s account.

    3. Shortages in delivery
      Claims for shortages in delivery shall only be accepted by NMQ if NMQ is notified in writing within ten (10) days of receipt of the Goods.

    4. Storage
      If after a period of fourteen (14) days from the date of notification that the Goods is ready for delivery, delivery is delayed for any reason beyond NMQ’s reasonable control, NMQ shall be entitled at NMQ’s option to arrange suitable storage at NMQ’s premises or elsewhere and shall take reasonable measures to protect the Purchaser’s interest in the Goods. The Purchaser shall accept all costs of storage, insurance, demurrage, handling and other charges as set out in invoices for payment in accordance with clause 11.

    5. Partial deliveries
      NMQ reserves the right to make partial deliveries against an order and to separately invoice same unless otherwise agreed in writing. Payment thereof will fall due in accordance with clause 11.1.

    6. Goods Returned for Credit

      1. Goods will be accepted for credit only by prior agreement or to the extent that they have been   wrongly or over supplied. Returned goods shall be delivered to NMQ free of charge, in good order and condition, unused and in the original packing, accompanied by a dispatch note stating the original invoice number, date of supply and reason for return. Except where goods have been wrongly or over supplied, a charge as determined by NMQ will be made for handling costs.

      2. Goods made to specific order cannot be returned or credited unless not to specifications or otherwise not in accordance with any expressed or implied term of the contract

  8. Insurance and Risk

    1. Insurance
      NMQ acting as an agent for the Purchaser in accordance with clauses 7.2 and 7.4 hereof will, unless otherwise directed by the Purchaser, insure the Goods for the contract price plus 10%. The cost of such insurance will be for the Purchaser’s account. In any event NMQ Holdings liability shall be limited to the extent of such insurance.

    2. Risk
      Risk in the Goods shall remain with NMQ only to the contractual point of delivery (as defined in clause 7.1) and thereupon risk of damage, loss or deterioration of the Goods from any cause whatsoever shall pass to the Purchaser.

  9. Title

    1. Notwithstanding that the risk in the Goods sold shall pass to the Purchaser as provided in clause 8.2 hereof title and property in the Goods sold shall remain with NMQ until such time as full payment is made to NMQ for all amounts owing by the Purchaser and so that the Purchaser’s total indebtedness to NMQ under the terms and conditions of sale is discharged.

    2. In the event that the Purchaser fails to make payment for the Goods in accordance with the terms of the contract then NMQ shall have the right to recover from the Purchaser the Goods and for that purpose the servants or the agents of NMQ may enter upon the Purchasers premises in order to effect recovery and use any reasonable means of force in order to effect recovery. NMQ shall have the right to resell or otherwise dispose of the Goods so recovered without reference to the purchaser.

    3. If any of the Goods is incorporated in or used by the purchaser as parts, components or materials in respect of any other product of the Purchaser before payment in full has been made for the Goods then the property in the whole of the product into which the parts, components or materials have been incorporated shall be and become that of NMQ until such time as payment in full has been made by the Purchaser.

    4. Notwithstanding the provisions hereof and in particular Clause 11 hereof payment shall become due immediately upon the Purchaser (being a natural person) committing any act of bankruptcy or if the Purchaser (being a company) commits any act of which entitles any person to apply to wind up the Purchaser or if a liquidator, administrator, controller, mortgagee in possession, receiver or like officer is appointed over part or all of the Purchaser’s assets.

    5. The Purchaser acknowledges that until his total indebtedness to NMQ is discharged he holds the Goods sold as bailee of NMQ and that a fiduciary relationship exists between NMQ and the Purchaser.

    6. In the event that the Purchaser sells the Goods to the Purchaser’s customers before payment in full for the Goods has been made to NMQ then the Purchaser in a position of fiduciary shall:
      (a)    Assign to NMQ the benefit of any claim against such Purchaser(s);
      (b)  Account fully to NMQ for the proceeds of the sale of the Goods sold or any part thereof until the Purchaser’s total indebtedness to NMQ is discharged.

    7. The parties agreed that this Retention of Title clause constitutes a Security Agreement pursuant to the PPSA which creates a Security Interest in all Goods supplied by the NMQ to the Purchaser including any Commingled Goods.  It is the intention of NMQ and the Purchaser that upon registration of NMQ’s Security Interest on the PPSR, a Purchase Money Security Interest will result.

  10. Prices and Contract Price Adjustment

    1. Price basis
      (a) Unless otherwise specified all prices are quoted nett, ex-works, in Australian dollars and excluding freight, carriage, non-standard packaging charges, GST and other sales taxes (as applicable).
      (b) All prices are subject to change without notice and orders are accepted by NMQ on the condition that they will be invoiced at the price ruling on the date of delivery.
      (c) Unless otherwise stated in the offer, the price offered is based on the costs of material, labour, insurance, exchange duty, environmental levies and other costs and charges as are applicable on the quotation date stated elsewhere within the offer.

    2. Sales Tax, GST or other Government Imposts

      1. The price offered is exclusive of Sales Tax, GST or other Government imposts. Should Sales Tax, GST or other Government imposts become applicable the Purchaser shall pay those amounts in addition to the prices being offered in accordance with Clause 10.1.

      2. If GST is payable in relation to a Taxable Supply the amount payable for that Taxable Supply will be the amount payable in accordance with this agreement plus GST.

    3. Cost of delay or variation
      If manufacture or delivery of Goods is delayed or varied by an act or omission of the Purchaser, his agent, or contractor for whom the Purchaser is responsible, NMQ shall notify the Purchaser of any additional costs which may be incurred as a result of such a delay or variation. Such additional costs shall be for the Purchaser’s account at actual costs.

    4. Cost of complying with regulations
      If after the quotation date (see clause 10.1 above) the cost to NMQ of performing its obligations under the contract is varied by reason of the making or amendment of any law or of any order, regulation or by-law having the force of law, the amount of such increase or decrease shall be added to or deducted from the contract price.

  11. Payment Terms

    1. Payment due
      Unless otherwise stated in the offer, the price offered is strictly net. Any payment due to NMQ shall be made in full not later than thirty (30) days from the date of invoice.  
      The extension of credit facilities is at the discretion of NMQ and subject to confirmation on the receipt of an order. However, in any event, NMQ retains the right to withdraw credit facilities at any time prior to delivery without further notification.
      Cash sales accounts are subject to a 20% deposit when placing an order with full payment due before despatch or delivery of the product.

    2. Payment when delivery delayed
      If delivery of Goods or items thereof is delayed by instructions or lack of instructions from the Purchaser, then payment of the full contract price shall be made within thirty (30) days after notification by NMQ that the Goods is ready for delivery.

    3. Delay or default in payment
      Should the Purchaser delay in the respect of any payment due to NMQ then NMQ shall have the right, in addition to all others to which NMQ is entitled at law, to charge interest on the overdue amount at the rate 3% per annum in excess of the interest prescribed by the NAB Indicator Lending Rate for Overdrafts above $100,000.00 calculated from the date of invoice to the actual date of full and final payment. Any payment by the Purchaser shall be credited first against any interest so accrued and the balance of payment, if any, shall be applied in reduction of the outstanding balance of the contract price. In the event of delay in any payment due to NMQ, NMQ may defer manufacture or delivery or cancel any outstanding balance of the order.

    4. Legal Costs
      The Purchaser shall pay any legal costs (on a solicitor/client indemnity basis) stamp duty, and other expenses payable on these conditions or any credit application, guarantee or other security documents signed by the Purchaser together with any collection costs or dishonoured cheque fee.

    5. Credit Facilities
      The NMQ may withdraw the Purchasers credit facilities at any time or vary the Purchaser’s credit limit, without notice to the Purchaser or any guarantee of the Purchaser.

  12. Warranty

    1. Defects
      NMQ shall make good by repair or at NMQs option by replacement within a reasonable time after notification by the Purchaser, defects which appear in the Goods, arising from faulty design, material or workmanship provided always that:
      - such Goods had been properly handled and used and has been operated and maintained in accordance with instructions issued by NMQ; and
      - such defects are not caused by negligence, improper operation, accidental damage, incorrect use of operating material or lubricants, faulty civil or mechanical work, unstable soil conditions
      - and all other chemical, electrochemical and/or electrical influences which have not been provided for in the contract; and
      - such defects (whether apparent or not) occur within a period of:
      Manufactured Products
      – 12 months from the date of delivery, Repaired or overhauled equipment
      – 5,000 operation hours or 12 months from the date of delivery; and
      - NMQ is notified within seven (7) days of the alleged defect occurring; and
      - the Purchaser has fulfilled his contractual obligations.

    2. Repair or replacement
      Where in accordance with 12.1 hereof the Purchaser has notified NMQ of an alleged defect they shall, if NMQ so requires, promptly, and at their own expense and risk return the defective part(s) to the factory (as specified by NMQ) for repair.
      The removal of the defective part and the installation of any repaired or replacement part shall be performed by the Purchaser at their own expense. Where any defective part(s) has been replaced, such defective part(s) shall become the property of NMQ.

    3. Limitation of liability
      NMQ warranty shall not cover goods of a consumable nature, or those having a low rated service life such as electric lamps, filters, electronic valves and glass components or where any unauthorised repair or alteration to the Goods has been performed by the Purchaser.
      The above warranty does not cover or extend to parts, materials or Goods not manufactured by the NMQ in which respect the Purchaser shall only be entitled to the benefit of any such warranty or guarantee given to or extended by the original manufacture or third party to NMQ.

    4. Exclusions and ‘consumer’ rights
      This express Warranty is in lieu of any other rights that would otherwise be conferred on the Purchaser under any Law save that this express Warranty does not exclude any conditions or warranties implied into this contract by the provisions of the Trade Practices Act 1974 or by any other Federal or State Laws to the extent such condition or warranties may not be excluded by express agreement.

  13. Liability

    1. Limitation of Liability

      1. Subject to clauses 12, 13.2 and 14 NMQ Holdings shall not be under any liability whether in contract, tort or otherwise from any cause whatsoever, whether occasioned by negligence or otherwise, for any injury, damage or loss, including consequential damage or loss whether to persons or property, arising out of this contract or the Goods supplied pursuant hereto including any defects therein or anything connected herewith or any other work related thereto.

      2. NMQ shall not in any circumstances whatsoever be liable to the Purchaser for any consequential losses whatsoever.

    2. When a Purchaser is a ‘consumer’
      If the basis of a contract is such that the Purchaser is a consumer as defined in the Trade Practices Act or in any other law of the Commonwealth (or of any State or Territory ) of Australia, the Purchaser’s right shall be governed by the provisions of the said Act or any such law to the extent that such liability may not be excluded by express agreement and where the Goods to be provided by NMQ is not of a kind ordinarily acquired for personal, domestic or household use or consumption, then the liability of NMQ for a breach of a condition or warranty implied by the Trade Practices Act 1974 (other than a condition or warranty implied by section 69) shall be limited to the repair of the work, or, at NMQs option, the replacement of the work or the supply of installation of equivalent Goods.

  14. Patents and Design Rights

    1. 14.1    In the event of any claim or claims in respect of any infringement of a Registered Design, Trademark, Copyright or Letters Patent, the specification of which is published prior to the date of the offer relating to any part of the Goods supplied by NMQ (other than a part based on a design specified by the Purchaser), NMQ will at their expense either replace or modify such part with a non-infringing part or procure for the Purchaser the right to use such a part provided NMQ is given the full opportunity to conduct all negotiations in respect of such claim and such claim shall not be accepted by the Purchaser without prior written consent of NMQ. In no event shall NMQ incur any liability for losses arising from the use of non-use of any infringing part. The Purchaser warrants that any design or instructions furnished or given by him shall not be such as to cause NMQ to infringe any Letters Patent, Registered Design, Trademark or Copyright on the execution of the order.

    2. The patent and design rights held by NMQ and relating to the Goods offered or supplied by NMQ shall remain the absolute property of NMQ and NMQs designs and drawings shall not be reproduced or disclosed without NMQs written consent. The purchaser will not, without NMQs previous written consent, copy or allow others to copy any drawings, Goods or part thereof supplied by NMQ.

  15. Bankruptcy, Liquidation
    If the Purchaser
    (i) being a person, dies or commits an act of Bankruptcy
    (ii)being a company, take or shall have taken against it any action for the winding up of the company or the placing of the company under official management or receivership other than for purposes of reconstruction of if a receiver, manager, controller, liquidator, administrator, mortgagee in possession or like officer is appointed over part or all of the Purchaser’s assets then NMQ, at its option and without prejudice to any other rights it may have under the contract or at Law, shall give notice in writing to the Purchaser and after fourteen (14) days from such notice may, unless otherwise provided by Law,
    (a) terminate the contract or suspend manufacture or delivery of any Goods outstanding
    (b) retain any security given or moneys paid by the Purchaser and apply this against the assessed loss and damages incurred by NMQ in the performance of the contract.

  16. Service of Notices
    For the purpose of service of any document or notice in connection with the offer or contract it shall be sufficient for either party to forward such document or notice by ordinary mail if within Australia or air mail beyond Australia, with appropriate postage prepaid, or by telex, fax, telegram or cable to the last known address of the other party.

  17. Legal Construction
    In the absence of agreement to the contrary, the contact shall be construed and operate in conformity with the Laws of the state of Queensland which is hereby deemed to be the proper Law of the contract.

  18. Wassenaar Arrangement
    The sale of these Goods is fully conditional upon their end use being in Australia or, should these Goods, be destined for export or re-export then:
    1)     NMQ being notified in each case and
    2)    There being no impediments regarding export from Australia imposed by Australian, or other countries export regulations.
    Any breach or alleged breach of this condition gives NMQ the right (without the need for notice or further explanation) to immediately suspend, postpone or cancel, at its sole discretion, the order or any undelivered portion thereof.

  19. Sub-contracting
    The Supplier reserves the right to sub-contract the manufacture and /or supply of the goods or any part thereof to a third party.

  20. Variation to Terms and Conditions of Sales
    These Terms and Conditions of Sale shall apply between the Supplier and the Purchaser unless otherwise agreed in writing by an authorised officer of the NMQ.

  21. Personal Property Securities Act 2009 (Cth)

    1. The Purchaser acknowledges and agrees that these Conditions constitute a Security Agreement for the purposes of the PPSA which creates a Security Interest in favour of NMQ in all Goods previously supplied by NMQ to the Purchaser (if any) and all Goods that will be supplied in the future by NMQ to the Purchaser to secure payment.

    2. The Purchaser gives NMQ a Security Interest in all the Purchaser’s present and after-acquired property in which Goods have been attached or incorporated, including Commingled Goods.

    3. The Purchaser agrees that NMQ can attend to Registration of its Security Interest as a Purchase Money Security Interest on the PPSR without notice to the Purchaser.

    4. The Purchaser undertakes to:
      (a) promptly sign any further documents and/or provide any further information which NMQ may reasonably require to:
      (i) register a Financing Statement or Financing Change Statement in relation to a security interest on the PPSR;
      (ii) register any other document required to be registered pursuant to the PPSA;
      (iii) correct a defect in a statement or document referred to in clauses XX.4(a)(i) & (ii);
      (b) pay NMQ for all expenses incurred in registering a Financing Statement or Financing Change Statement on PPSR or releasing any Goods charged pursuant to the PPSA;
      (c) not register, or permit to be registered, a Financing Statement or a Financing Change Statement in relation to the Goods in favour of a third party, without prior written consent of NMQ;
      (d) give NMQ not less than 14 days written notice of any proposed changes in the Purchaser’s details, including but not limited to changes in name, address, facsimile number, email address, trading name or business practices;
      (e) pay NMQ for any costs incurred by NMQ, including legal fees and disbursements on a Solicitor-client basis, in obtaining an order pursuant to s182 of the PPSA and/or enforcing or attempting to enforce any Security Interest created in favour of NMQ under this Agreement or otherwise.

    5. The Purchaser and NMQ agree that sections 96, 115 and 125 of the PPSA do not apply to the Security Agreement created by these Conditions.

    6. Pursuant to section 144, the Purchaser waives its rights to receive notices under sections 95, 118, 121, 130, 132 and 135 of the PPSA.

    7. The Purchaser waives its rights as a grantor and/or debtor under sections 142 and 143 of the PPSA.

    8. The Purchaser waives its rights to receive a verification statement in accordance with section 157 of the PPSA, unless otherwise agreed to in writing by NMQ.