General Trading Term

1. Dictionary of terms
Words used in the Agreement have the following meanings:
Application for Commercial Credit means the application for commercial credit completed by the Client (if any).
Charges means the fees and charges for the Goods and Services as set out in the Order Acknowledgement or Quote.
Claim includes any claim, including a notice, demand, debt, account, action, expense, cost, lien, liability, proceeding, litigation (including legal costs) investigation or judgment of any nature, whether known or unknown and whether arising by way of indemnity, statute, contract, in tort (including in negligence or for breach of statutory duty) or on any other basis in equity or in Law.
Client means the person or entity referred to as such in the Client Details or to whom an Order Acknowledgement or Quote is provided.
Client Information means all information, instructions, drawings, designs or specifications provided by or on behalf of the Client in connection with the Services or the Goods, including the Client Details and Application for Commercial Credit.
Delivery means delivery of the Goods in accordance with clause 7.
Delivery Address means the address set out in the Order (if any) or such other place agreed by the parties in writing.
Goods means the goods described in the Order or Quote (as the case may be) and includes all tangible items supplied to the Client as part of the Services.
Guarantors means each person who provides a Deed of Personal Guarantee and Indemnity.
Intellectual Property means any copyright, trade mark, trade secret, service mark, design, drawing, patent, know-how, secret process and other similar proprietary rights and the right to the registration of those rights and any application or right to apply for registration of any of those rights.
Law means any law applicable including legislation, ordinances, regulations, by-laws and other subordinate legislation.
Order has the meaning in clause 2.1.
Order Acknowledgement has the meaning in clause 2.2
Outstanding Amount means all amounts due and payable to Us by the Client.
People includes employees, agents, consultants and subcontractors, but Our People do not include the Client or the Client’s People.
Products means all products made from the Goods or new objects or materials made from the Goods and includes if the Goods become part of or commingled with the other objects or materials.
Quote means a quotation to provide the Goods and/or Services provided by Us to the Client.
Us/We/Our means JPS Global Group Pty Limited ACN 649 363 182 and any related body corporate of it and each of their successors and assigns.
Services means the work or services to be performed or provided by Us and as described in the Order or Quote (as the case may be).
Transaction Tax means GST or any transaction tax that comes into existence after the date of the Agreement.
2. Agreement between Us and the Client
2.1 An order or an offer to purchase Goods and /or Services can be made by the Client in writing or verbally (Order)
2.2 An Order is accepted when the Client receives from Us an acknowledgement of the Order, We arrange the Goods for delivery to the Client or We begin to provide the Services, whichever occurs first (Order Acknowledgement).
2.3 We may accept or reject an Order in Our absolute discretion. Nothing in this Agreement requires or compels Us to accept any Order or provide an Order Acknowledgement, Quote or to provide any Goods or Services.
2.4 This Agreement applies to each:
(a) Order for which an Order Acknowledgement has been provided; and
(b) Quotes,unless otherwise agreed in writing by Us.
2.5 To the extent of any inconsistency between an Order or Quote and this Agreement, this Agreement prevails.
2.6 Any Order or reques by the Client for the provision of Services and/or Goods by Us which purports to include terms not expressly included in the Agreement is of no effect and the Order or request is deemed to be on the basis of these General Trading Terms.
2.7 The Client acknowledges that in supplying the Goods and Services, We are relying on the Client Information and the Client warrants that all the Client Information is accurate, complete and free from errors, omissions and deficiencies.
2.8 Any Quote issued by us to supply Goods and Services is not an offer to sell any Goods or Services and is only an invitation for the Client to make an offer in an Order.
2.9 Any price in a Quote is valid for a period of 30 days unless otherwise specified in that Quote. Any proposed date for completion or delivery date referred to in the Order or Quote is an estimate only and We will not be liable for failure to complete any Services or provide any Goods by such date
2.10 We reserve the right to subcontract any part or all of the supply of the Services and/or Goods.
2.11 All Goods and Services are sold to the Client on the basis that the Client holds and will comply with all necessary licences, permits and approvals required by Law.
3. Fees, Charges and Transaction Taxes
3.1 The Client must pay the Charges for the Services and Goods in accordance with this Agreement
3.2 Unless otherwise specified in writing, the Charges do not include any Transaction Tax. The Client must pay to Us the amount of any Transaction Tax for which We become liable under the Agreement and such payment must be made at the time when the Client is required to pay any amount relating to that supply under the Agreement or otherwise on demand by Us.
3.3Any other tax, duty, impost or excise imposed in relation to the supply of the Services and/or Goods under the Agreement must be paid by the Client in addition to and with the Charges payable for the relevant Goods and/or Services.
3.4 Charges are those applicable at the date of the Order or Quote and are subject to adjustment by reason of any:
(a) variation in the cost of labour, material and transport, freight, insurance, duties, shipping expenses, sorting and stacking charges, cost of materials;
(b) variation in the amount of work required to produce the Services and/or Goods due to a variation in specification approved by the parties;
c) other charges affecting the cost of production;
(d) inaccuracy, error, omission or defect in the Client Information; and
(e) change to the Delivery Address.
3.5 If the supply of any Services and/or Goods is suspended or delayed in accordance with clause 13.4, or otherwise due to any interruption or delay caused by the Client or its People, We may invoice the Client for any additional costs or expenses reasonably incurred by Us as a result of such suspension or delay
4 Payment
4.1 Unless otherwise agreed in writing by the parties and subject to clause 4.3, We will invoice the Client for the Charges:
(a) in respect of the Services, on completion of the Services or at the end of the month in which the Services are provided; and
(b) in respect of the Goods, on or before Delivery.
4.2 We may raise invoices under clause 4.1 for progress claims for Goods delivered or Services supplied
irrespective of whether all of the Services or Goods have been supplied.
4.3 Despite clause 4.1, if the Client does not have a credit account with Us, the Client must pay to Us the amount of any such invoice in cash or by bank cheque prior to Us commencing the supply of any Goods or Services.
4.4 If the Client has a credit account with Us, the Client must pay the amount of any invoice within 30 days after the date of the invoice.
4.5 Despite clause 4.4, We may demand immediate payment in cash of all Outstanding Amounts (whether then due and payable or not):
(a) upon the happening of any event(s) referred to in clause 13.1; or
(b) if We consider that the Client’s creditworthiness has become unsatisfactory.
4.6 Without prejudice to any other right or remedy available to Us, We may charge the Client interest at 3% above the rate charged to Us by our banker for overdraft accommodation on Outstanding Amounts that are not paid by the due date for payment. Such interest will accrue daily on the unpaid balance from the due date until the date of payment.
4.7 If the Client defaults in the payment of any moneys due to Us under the Agreement, We may, without prejudice to any other remedies available to Us and without limiting clause 5.6:
(a) withhold the supply of any or all of the Goods and Services until the Client pays all Outstanding Amounts; and
(b) close the Client’s credit account (if any) with Us.
4.8 All prices quoted are, unless expressly stated in the Order Acknowledgement to the contrary, exclusive of freight, which will be added to the price of any Order.
4.9 The Client must not withhold payment of any invoice issued by Us by reason of any actual or alleged dispute between the Client and Us or by reason of any set off or counter claim against Us.
5. Credit Terms and Account Security
5.1 In consideration of any credit given to the Client or amounts due to Us under this Agreement, to the maximum extent permitted by Law, the Client must, within 30 days of a request by Us in writing, lodge with Us either (at Our discretion):
(a) personal guarantees of the directors of the Client guaranteeing the obligations of the Client under this Agreement, in a form acceptable to Us;
(b) a form of bank guarantee acceptable to Us in our absolute discretion; or
(c) a retention sum of an amount determined by Us, (Account Security).
5.2 All stamp duty and other taxes payable in relation to the Account Security must be paid by the Client.
5.3 Despite any other provision of the Agreement, We are not obliged to perform any Services or provide any Goods until the Client has lodged Account Security with Us pursuant to this clause 5.
5.4 The Account Security will be held by Us until the date on which all of the Services have been performed and We have received final payment of all monies owed to Us by the Client under this Agreement (Release Date).
5.5 We may have recourse to the Account Security if the Client fails to pay any amounts owed to Us in accordance with this Agreement or We otherwise have a Claim against the Client under this Agreement. Any credit provided to the Client under this Agreement.
5.6 Any credit provided to the Client under this Agreement may be withdrawn, limited or suspended at any time in Our absolute discretion without notice and without providing any reason.
6. Privacy and use of information
6.1 If the Client provides personal information (as defined in the Privacy Act 1988) to Us about any individual, the Client warrants that it has the consent and unconditional authority of that individual to do so.
6.2 The Client authorises Us: (a)to obtain credit information about its personal, consumer and commercial credit worthiness, credit standing, credit history, credit capacity, business history and commercial activities from any bank or trade referee disclosed in this Agreement and from any other credit provider or credit reporting agency for the purpose of assessing the Application for Commercial Credit or in connection with any guarantee given or proposed to be given by the Client or a Guarantor;
(b)to disclose any information referred to in clause 6.2(a) to credit reporting agencies;
(c)to give to a person who is currently a guarantor, or whom the Client has indicated is considering becoming a guarantor, a credit report containing information about the Client for the purposes of the guarantor deciding whether to act as guarantor or to keep the guarantor informed about the guarantee;
(d)to the maximum extent permitted by Law, to use, disclose, collect from, store or exchange with any bank or trade referee disclosed in this Agreement, any Guarantors, Our related bodies corporate, other credit providers and credit reporting agencies, solicitors, mercantile agents, insolvency administrators, insurers and insurance brokers, persons involved with the collection of bills or the factoring of trade debt, any information about the Client’s credit arrangements, personal or consumer credit worthiness in order to assess the Application for Commercial Credit, monitor credit worthiness, collect overdue accounts, withdraw credit facilities, notify of the Client’s default, issue trade bills, insure risk, process any payment instructions, direct debt facilities and/or credit facilities requested by the Client to enable the daily operation of the Client’s credit account and collect overdue accounts; and
(e)to the maximum extent permitted by Law, to disclose the contents of any credit report to Our related bodies corporate and any of their solicitors and mercantile agents.
6.3 To the extent permitted by Law, the Client consents to the use and storing of any personal information for the following purposes and any other purpose agreed between the parties from time to time: a)to manage Our business relationship with the Client;
(b)to administer and manage Our services and systems;
(c)to enforce Our legal rights;
(d)to enter into contracts with the Client or third parties; and
(e)to market to and maintain a client relationship with the Client.
7. Delivery of Goods
7.1 If We have agreed to deliver the Goods, Delivery will be taken to have occurred:
(a) at the time when the Goods are delivered to the Delivery Address (including by collection by or on behalf of the Client); or
(b) if the Client is not able to take delivery of the Goods at the Delivery Address, We may return the Goods to Our premises or leave the Goods at the Delivery Address and delivery will be taken to have occurred:
(1) if the Goods are returned to Our premises, at Our premises at 5:00 pm (local time) on the date of such attempted delivery; or
(2) if the Goods are left at the Delivery Address, at the time when the Goods are left at the Delivery Address.
7.2 If We have not agreed to deliver the Goods, Delivery will be taken to have occurred upon collection of the Goods.
7.3 We will not be liable for any Claim arising as a result of or in connection with the Goods being left at the Delivery Address under clause 7.1(b).
7.4 To minimise risk of damage arising during shipment, We may only accept orders in inner or outer carton quantities. Any backorders will be supplier with the Client’s next order at Our discretion if the Client nominates for us to keep backorders. Any specified packaging or handling required will be at the Client’s cost regardless of whether such cost has been specified in an Order Acknowledgement. If the Client nominates for Us to keep a backorder, the Client is responsible for reasonable storage charges. Cancellations of any backorder will only be accepted in Our absolute discretion and on payment of Our reasonable fees. No cancellations will be accepted for anything other than standard stock which can be sold to other customers.
7.5 We may deliver any Goods by instalments. Our failure to deliver any instalment will not entitle the Client to cancel the balance of the instalments. If the Client defaults in payment of any instalment, We may elect to treat the default as a breach of the Agreement.
7.6 We will use reasonable endeavours to ship Goods and provide Services within the period set out in any Order Acknowledgement. Under no circumstances will We be liable to the Client for any delays incurred in transit, which is at the Client’s risk. The Client is not relieved of any obligation to pay for Goods and Services which are delayed in either delivery or dispatch.
7.7 The Client must inspect the Goods and Services for defects, including visible faults, prior to installation or combination with any other Products. The Client must immediately notify Us if it identifies any defects. Any defective Goods and Services must be returned to Us at the Client’s cost within 5 days of the Client receiving the Goods and Services at the address nominated by Us for delivery. If the Client fails to inspect and give Us notice in accordance with this clause the Client will be deemed to have waived its right to bring any Claim in connection with any such fault.
7.8 If We agree to accept returned Goods and Services from the Client, the Client must, at its cost, return the Goods and Services to the address nominated by Us. The Client agrees We will only accept returned Goods and Services in their original packaging and only directly from the Client, and not from any customers of the Client.
8. Retention of Title and Transfer of Risk
8.1 All risk in the Goods passes to the Client on Delivery of the Goods in accordance with clause .
8.2 Until all Outstanding Amounts are paid in full by the Client and all monies receipted and cleared, ownership of and title to the Goods remains with Us.
8.3 If either or both of the Services or Goods have been used to create Products, all right, title and interest in the Products immediately passes to Us until the Client has made full payment to Us of the Outstanding Amounts owed in connection with those Products.
8.4 To the extent there remains any Outstanding Amount, the Client must:
(a) keep the Goods and Products in a fiduciary capacity as bailee for Us; and
(b) maintain all prudent insurance in respect of any loss or damage to all Goods and Products held in its possession and must provide certificates of insurance to Us upon demand.
8.5 If the Client breaches this Agreement, including by failing to pay any Outstanding Amount:
(a) We may (in Our absolute discretion and without giving notice) to retake possession of the Goods (to the extent of the Outstanding Amount);
(b) the Client authorises Us and Our representatives to enter the premises upon which the Goods or Products are housed or stored for the purpose of retaking possession of the Goods; and
(c) We will not be liable for any cost, losses, damages, claims, expenses or other monies incurred or lost by the Client as a direct or indirect result of Us retaking possession of those Goods.
9. Personal Property Securities Act 2009 (“PPSA”)
9.1 In this clause 9:
(a) The following terms have the meaning given to them in the PPSA: (1) Financing Statement; (2) Financing Change Statement; (3) Purchase Money Security Interest (‘PMSI’); (4) Security Agreement; and (5) Security Interest.
(b) PPS Register means the Personal Properties Securities Register established under the PPSA.
(c) Goods includes any Intellectual Property rights held by Us in connection with the Goods or Services.
9.2 Despite anything to the contrary contained in this Agreement, We may, to secure (with equal priority) payment of
all Outstanding Amounts, take a Security Interest in:
(a) all present and after acquired Goods supplied by Us;
(b) any proceeds of any sale of the Goods; and
(c) any proceeds of any insurance held by the Client for the Goods
9.3 The Security Interest will continue until the Client has paid all Outstanding Amounts.
9.4 The Client:
(a) agrees that We may register (either or both) Financing Statements and Financing Change Statements for any Goods;
(b) will promptly sign any further documents, provide any further information, or do any other things that We reasonably require at the Client’s own expense to enable Us to perfect and maintain the perfection of Our Security Interest;
(c) indemnifies (and if requested will reimburse) Us for all expenses that We incur in registering a Financing
Statement or Financing Change Statement or releasing Goods charged by the Statement;
(d) will not register or permit to be registered a Financing Statement or a Financing Change Statement in any Goods in which We hold a Security Interest without Our prior written consent; and
(e) will give Us fourteen (14) days’ prior written notice of any change in the name, business practice or any other details of the Client, and must ensure that any applicable Financing Change Statement is registered disclosing those new details.
9.5 The Client agrees that:
(a) any purchase by it on credit terms from Us or retention of title supply pursuant to clause 8 will constitute a PMSI;
(b) the PMSI granted will continue to apply to any Goods acquired or proceeds of sale arising from the sale of any of the Goods; and
(c) We will continue to hold a Security Interest in Goods presently or after acquired by the Client, notwithstanding that the Goods may be processed, commingled or become an accession with other goods or become Products.
9.6 The Client waives its right to receive:
(a) a verification statement confirming registration of a Financing Statement or a Financing Change Statement;
(b) any or all notice(s) of: (i) Our proposal to remove personal property that has become an accession in accordance with section 95 of the PPSA; (ii) Our proposal to dispose of any personal property under section 130 of the PPSA; and (iii) Our proposal to retain any personal property under section 135 of the PPSA; and
(c) a statement of account and details of any amounts paid to other secured parties provided by Us under section 132 of the PPSA.
9.7 The Client agrees that:
(a) We are under no obligation to dispose of or retain any secured property seized by Us within the period specified in section 125 of the PPSA;
(b) following a default by the Client, the Client has no rights to redeem the secured property under 142 of the PPSA; and
(c) it has no right to reinstate this Agreement following a default under section 143 of the PPSA.
9.8 Except if section 275(7) of the PPSA applies, the Client will not disclose any information of the kind referred to in section 275(1) of the PPSA that is not publicly available and agrees not to request that such information is disclosed.
10. Liability
10.1 Any performance values or specifications provided by Us are based on Our experience and the Client releases and holds Us harmless from all Claims arising from or in connection with any failure of the Goods or Services to attain any particular performance values or specifications unless We have expressly agreed to the contrary in writing, and always subject to recognised tolerances applicable to such values or specifications.
10.2 If the Goods and Services are consumer Goods and Services under Australian Consumer Law (ACL), then Our Goods and Services come with guarantees that cannot be excluded under the ACL. The Client is entitled to a replacement or refund for a major failure and compensation for any other reasonable foreseeable loss or damage. The Client is also entitled to have the Goods and Services repaired or replaced if the Goods and Services fail to be of acceptable quality and the failure does not amount to a major failure.
10.3 Except as otherwise expressly provided in the Agreement and to the maximum extent permitted by Law, We will not be liable for any terms, conditions, warranties, undertakings, inducements or representations (whether oral, implied, statutory or otherwise) relating to the supply of Services and/or Goods or to the Agreement (Excluded Rights).
10.4 To the maximum extent permitted by Law, the liability of Us and Our People for a breach of any matter other than an Excluded Right or any express warranty provided by or on behalf of Us is limited, at Our option, to:
(a) in the case of Services:
(1) the supplying of the Services again; or
(2) the payment of the cost of having the Services supplied again; and
(b) in the case of Goods:
(1) the replacement of the Goods or the supply of equivalent Goods;
(2) the repair of the Goods;
(3) the payment of the costs of replacing the Goods or of acquiring equivalent Goods; or
(4) the payment of the cost of having the Goods repaired.
10.5 Despite any other provision in the Agreement, to the maximum extent permitted by Law and subject to clause 10.4
(a) We will not be liable for damages to Goods and Services whilst in transit, damage to the Goods and Services not inspected by the Client within the time period required in these General Trading Terms, Goods and Services which have been on-sold, Goods and Services which have been combined with other Products, Goods and Services not operated or used strictly in accordance with instructions provided by Us, Goods and Services tampered with or Goods and Services which have had any original identification marks removed. Nor will We be liable for damages to Goods and Services for circumstances beyond Our reasonable control or for fair wear and tear.
(b) We will not be liable for any consequential, indirect or special loss including loss of profits, loss of revenue, loss of business opportunity, loss of production, loss of goodwill financing costs or increase in generating costs suffered by the Client and arising under or in connection with or incidental to the Agreement, including the performance or non-performance of Our obligations under the Agreement or anything incidental to them; and
(c)Our total aggregate liability for any Claim or series of Claims is limited to the lesser of:
(1) 50% of the total amount paid by the Client to Us under this Agreement; and
(2) the GST exclusive aggregate price paid by the Client to Us for the specific Goods or Services that gave
rise to the Claim in question.
10.6 Despite anything in this Agreement, to the maximum extent permitted by Law, We will not be liable for any Claim arising in connection with a strike, lock out, breakdown, accident, delay in transport or in obtaining supplies, act of God, war, fire, or other cause beyond Our control.
11. Indemnity
11.1 The Client indemnifies Us and Our People from and against all Claims incurred or suffered by Us or Our People arising from or in connection with any or all of the following:
(a) Our compliance with any of the Client’s instructions or use of the Client Information;
(b) any inaccuracy, insufficiency, incompleteness, error, omission or deficiency in the Client Information;
(c) the Client’s failure to comply with any applicable Laws, standards, instructions or specifications in relation to
the Services, the Goods or the installation, maintenance or use of the Goods (including any instructions or
specifications provided to the Client by Us);
(d)any unlawful, negligent, wilfully wrong or fraudulent act or omission or misrepresentation by the Client or its People;
(e) any breach of the Agreement by the Client;
(f) any defective workmanship, material or design in relation to any Services or Goods which have been
inspected or tested by or on behalf of the Client; and
(g) loss of, or damage to, Our property, or the property of the Client or any third party,
except to the extent the Claim arises as a result of Our negligence or fraud.
12. Confidentiality and Intellectual Property
12.1 The Client warrants that any Intellectual Property provided by the Client to Us in relation to the supply of Services and/or Goods under the Agreement will not infringe the Intellectual Property rights of any person and indemnifies Us and Our People against any Claim arising in connection with any infringement of the Intellectual Property rights of any person in relation to any Intellectual Property provided by the Client to Us.
12.2 The Intellectual Property rights in any Intellectual Property submitted by Us to the Client or otherwise used by Us in connection with the Goods or Services remains the property of Us. The Client agrees not to copy, disclose or reverse engineer any of Our Intellectual Property.
12.3 The supply of any Services and/or Goods by Us to the Client does not confer on the Client any Intellectual Property rights or licence or other rights, other than a licence to use the Goods or receive the benefit of the Services as set out in the Agreement
12.4 The Client must keep confidential all information (in whatever form) provided to it by Us in connection with the Agreement.
13. Termination
13.1 Without prejudice to any other rights We may have against the Client, We may immediately terminate the Agreement in whole or in part by notice to the Client upon the happening of any one or more of the following events:
(a) if the Client is a person, the Client is or becomes bankrupt or proceedings are commenced against the Client
for bankruptcy;
(b) the Client is liquidated, whether compulsorily or voluntarily (other than for the purpose of amalgamation or
reconstruction whilst solvent);
(c) the Client enters into any arrangement with its creditors;
(d) the Client becomes subject to external administration within the meaning of Chapter 5 of the Corporations Act
2001 (Cth) including having a receiver or administrator appointed over all or any part of its assets;
(e) the Client is unable to pay its debts as and when payable;
(f) anything analogous or having a substantially similar effect to the events specified in (a) to (e) above occurs in
relation to the Client in any jurisdiction; or
(g) the Client fails to comply with any of its material obligations under the Agreement
13.2 In the event of termination under clause 13.1 the Client must indemnify Us from and against any Claim incurred or
suffered by Us prior to termination and for all reasonable termination costs, and We will not be liable to the Client
for any Claim arising from or in connection with the termination.
13.3 Despite any other provision of the Agreement, either party may terminate this Agreement by providing one month’s
notice to the other.
13.4 Without limitation to any other rights of Us under this Agreement, if the Client breaches the Agreement, We may
suspend provision of the Services and/or delivery of the Goods until the breach or default is rectified to Our
14. General and Interpretation
14.1 In this Agreement:
(a) ‘including’ and ‘includes’ (and any other similar expressions) are not words of limitation;
(b) a word that is derived from a defined word has a corresponding meaning;
(c) singular includes the plural and the converse; and
(d) neither this Agreement nor any part of it is to be construed against a party on the basis that the party or its
lawyers were responsible for its drafting.
14.2 If the Client comprises two or more persons, each of them is jointly and severally liable for obligations and
liabilities under the Agreement.
14.3 The Client must not, without Our prior written consent, change or permit any change in its name, ownership or
control, or take any step to sell any asset(s) owned by the Client (separately or together having a value being
greater than 20% in value of the Client’s gross assets).
14.4 A notice given to a party under the Agreement must be: (1) addressed to the email address set out in this
Agreement or to the email address last notified by that party to the other in writing; and (2) in writing signed by an
authorised representative of the sender.
14.5 Notices are taken to have been given or made (in the case of delivery in person, by email, fax or post) when
delivered, received or left at the specified address.
14.6 The Client may not assign, subcontract or encumber a right or interest under the Agreement without Our prior
written consent.
14.7 A waiver by Us is only effective if it is in writing signed by Our director.
14.8 The Agreement constitutes the entire agreement between the parties about its subject matter and supersedes all
previous agreements, understandings and negotiations on that subject matter.
14.9 The Agreement may only be amended or modified by agreement in writing by the parties
14.10 The Agreement is governed by the Law applicable in New South Wales and the parties submit to the jurisdiction of
the courts in New South Wales.
14.11 Each indemnity in the Agreement is a continuing obligation, separate and independent from the other obligations
of the parties and survives termination, completion and expiration of this Agreement. It is not necessary for a party
to incur expense or make any payment before enforcing a right of indemnity conferred by this Agreement
14.12 Clauses 1, 4, 6, 9, 10 12 and 14 survive expiry or termination of this Agreement