TERMS & CONDITIONS
TERMS AND CONDITIONS OF SALE
Welcome to our Website www.melbofficefurniture.com.au
Version 2.0 – 4 October 2016
1. ACCEPTANCE OF TERMS
1.1 Unless otherwise agreed in writing, the supply of all products offered by The Website is owned and operated by the Trustee for Melbourne Office Furniture Unit Trust (ABN 31 033 031 807) trading as Melbourne Office Furniture (“Seller”) to any persons (“Purchaser”) shall be governed by the terms and conditions of sale (TCS) set herein.
1.2 The Purchaser acknowledges and agrees to be bound by this TCS and the Seller will not be bound by any terms and conditions contained in any document issued by the Purchaser.
2. DEFINITIONS AND INTERPRETATION
2.1 In this TCS, the following terms have the following meanings:
(a) “Administrative Charges” has the meaning given to it in clause 9.2(b);
(b) “Content” means all information displayed on the Website, including descriptions and Prices of Products and any other information and materials communicated to the Purchaser from time to time, such as, help topics and FAQs;
(c) “Contract for Sale of Goods” has the meaning set out in section 6 of the Goods Act 1958 (VIC);
(d) “Delivery” has the meaning given to it in clause 5.1;
(e) “Delivery Charges” has the meaning given to it in clause 5.4;
(f) “Fit-Out Charges” has the meaning given to it in clause 6.3;
(g) “Insolvent” means with respect to the Purchaser that:
(i) it is (or states that it is) insolvent;
(ii) it is in receivership, in receivership and management, in liquidation, in provisional liquidation, under administration or wound up or has had a receiver appointed to any part of its property;
(iii) it is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute, or dissolved (other than to carry out a reconstruction or amalgamation while solvent on terms approved by Seller);
(iv) an application or order has been made (and, in the case of an application, it is not stayed, withdrawn or dismissed), resolution passed, proposal put forward, or any other action taken, in each case in connection with the Purchaser, which is preparatory to or could result in any of the circumstances detailed in any of the paragraphs above;
(v) it is taken to have failed to comply with a statutory demand;
(vi) it is otherwise unable to pay its debts when they fall due;
(vii) something having a substantially similar effect to any of the circumstances detailed in any of the paragraphs above happens in connection with the Purchaser under the law of any jurisdiction; or
(viii) it is (or states that it is) bankrupt;
(h) “Intellectual Property” means all intellectual property rights in Australia and throughout the world, including:
(i) patents, copyrights, rights in circuit layouts, registered designs, trade or service marks, trade, business or company names or logos, indication of source or appellation of origin, and any right to have confidential information kept confidential;
(ii) any application or right to apply for registration of, or assert or waive, any of the rights referred to in the aforesaid paragraph; and
(iii) trade secrets, ideas, concepts, materials, know-how and techniques;
(i) “Invoice” means an invoice issued by the Seller in respect of an Order;
(j) “Invoiced Amount” means the total amount payable by the Purchaser for an Order;
(k) “Order” means either:
(i) an order placed online by the Purchaser through or in connection with the Website; or
(ii) a Quotation in which terms contained therein have been accepted by the Purchaser;
(l) “Order Confirmation Email” means the email sent by the Seller to the Purchaser in respect of an Order;
(m) “Personnel” means with respect to the Seller, the officers, employees or contractors of the Seller;
(n) “Price” means the selling price of Products as specified by the Seller, whether denominated in Australian currency or otherwise;
(a) “PPSA” means the Personal Property Securities Act 2009 (Cth);
(o) “Products” mean any or all products offered by the Seller for sale or supply to a Purchaser from time to time;
(p) “Purchaser’s Premises” means the Purchaser’s address specified in an Order;
(q) “Quotation” means a written document issued by the Seller to the Purchaser in respect of the supply of Products comprising the amount payable by the Purchaser for such Products together with any goods and services tax, Delivery, Administrative or Fit-Out Charges, or any other amount payable as appropriate;
(r) “Manufacturer” means that manufacturer or supplier of a Product supplied or offered for sale by the Seller to the Purchaser; and
(s) “Website” means the Seller’s website at www.melbofficefurniture.com.au.
2.2 Unless the context otherwise requires:
(a) headings are for ease of reference only and do not affect the meaning of this TCS;
(b) words importing the singular include the plural and vice versa;
(c) words that are gender neutral or gender specific include each gender;
(d) an expression importing a natural person includes a company, partnership, joint venture, association, corporation, or other body corporate and a government agency;
(e) a reference to a law includes a constitutional provision, treaty, decree, convention, statute, regulation, by-law, judgment, rule of common law or equity, or a rule of an applicable stock exchange and is a reference to that law as amended, consolidated, or replaced;
(f) a reference to a document includes all amendments or supplements, replacements and novations of it and covers electronic documents;
(g) a reference to a party to a document includes that party’s executors, administrators and permitted assigns;
(h) other grammatical forms of defined words have corresponding meanings;
(i) where the day on or by which something must be done is not a Business Day, it must be done by the next Business Day.
3. SUPPLY OF PRODUCTS
3.1 All information displayed on the Website and any other information and materials communicated to the Purchaser from time to time, including Prices and description of Products, are provided for guidance only, and are considered the Seller’s ‘invitation to treat’.
3.2 The information may be subject to change without notice and in displaying the Products on the Website, the Seller does not in any way recommend any Product and does not in any way offer preference of one Product over another Product of a Manufacturer or of a different Manufacturer.
3.3 Unless explicitly stated otherwise, any new Product, Price, description, information, services, features or applications displayed on the Website or through or in connection with the Website shall be subject to this TCS.
3.4 The Products may be purchased online through or in connection with the Website or on receipt of a Quotation issued by the Seller.
3.5 If purchased online, all Orders placed by the Purchaser represent an offer to purchase the Products in accordance with the terms of the Order and this TCS. If purchased directly from the Seller or through any other means of communication, a Quotation issued by the Seller shall be in writing in the form specified by the Seller and shall represent an offer to the Purchaser which, if accepted, shall be deemed an Order for the supply of Products by the Seller to the Purchaser in accordance with the terms of the Order and this TCS.
3.6 All Prices displayed on the Website or specified in a Quotation or otherwise made known to the Purchaser prior to an Order are subject to change.
3.7 The Seller is not bound by any Orders and the purchase of a Product pursuant to an Order is subject to availability. The Seller reserves the right to accept or reject an Order in whole or in part, vary such Order, including the Price relating any Products included in an Order, and/or suspend or discontinue the supply any Products in respect of any Order.
3.8 An “Order Confirmation” shall be deemed to have occurred when the Seller sends an Order Confirmation Email or an Invoice to the Purchaser accepting in writing the Order or part or modified Order, together with the Invoiced Amount payable by the Purchaser in respect of the Order.
3.9 A Contract of Sale of Goods based on the terms and conditions of this TCS is formed on Order Confirmation.
4. PRICES AND PAYMENT TERMS
4.1 The Invoiced Amount shall be inclusive of any goods and services tax payable in respect of the supply. Full payment of the Invoiced Amount must be made by the Purchaser on Order Confirmation unless otherwise permitted by the Seller in writing by way of cash, credit card or any other methods specified by the Seller. In certain circumstances, the Seller may allow for payment of the Invoiced Amount to be made on Delivery of the Products to which the Order Confirmation relates.
4.2 Without limiting any other rights Seller may have under this TCS or by force of law or equity, if the Purchaser fails make full payment of the Invoiced Amount by the due date in accordance with clause 4.1, the Seller may:
(a) charge interest at the rate of 12.5% per annum calculated daily on all overdue monies (excluding interest under this clause) until the same is paid in full;
(b) charge an administrative fee for any administrative costs incurred in respect of the Purchaser’s failure to make full payment hereof;
(c) cancel or suspend or vary any unfulfilled Order;
(d) cancel any rebate, discount or allowance due or payable by the Seller as at the date of the event;
(e) pursuant to clause 7.2, enter at any time the Purchaser’s Premises or any other premises to inspect and reclaim possession of the Products without liability for the tort of trespass, negligence or payment of any compensation to the Purchaser whatsoever;
(f) lodge a caveat or other similar instrument over any property of the Purchaser; or
(g) institute any recovery process as the Seller in its discretion thinks fit at the Purchaser’s cost and expense.
4.3 The Purchaser shall not be entitled to set off or deduct any amounts due and owing by the Purchaser to the Seller under this TCS, whether or not an existing dispute or claim has been made by the Purchaser against the Seller or for any reason whatsoever.
5. DELIVERY AND RISK
5.1 For the purposes of this TCS, “Delivery” shall be deemed to have occurred at the Purchaser’s Premises when the Products are placed on the ground at the said Premises.
5.2 Time shall not be of the essence in respect of Delivery and Delivery may not be refused by the Purchaser, whether such Delivery was made in whole or in part. Any dates for Delivery specified by the Seller orally or in any written communications made to the Purchaser are only estimates, including any made in a Quotation or an Invoice, and the Seller shall not be liable for any loss or damage arising from, or incurred in respect of, any Deliveries made after such estimated dates.
5.3 The Purchaser must ensure, and the Purchaser is responsible for, the provision of a suitable and secure place within the Purchaser’s Premises for Delivery of the Products. Neither the Seller, nor any delivery agent appointed on the Seller’s behalf, shall be liable in any way any damage to the Products or to any part thereof arising from or as a result of the Purchaser’s failure to do the aforesaid.
5.4 The Purchaser agrees that the Seller is entitled to impose Delivery Charges for delivery of the Products to the Purchaser’s Premises. All Delivery Charges shall be included in the relevant Invoice as part of the Invoiced Amount.
5.5 Risk of loss and damage to the Products shall pass to the Purchaser on Delivery.
6.1 The Purchaser may put forward a request for any or all of the Products purchased to be installed or fitted by the Seller at any time before or after Delivery.
6.2 If any such installation or fit-out is carried out by the Seller, its contractors or agents at the Purchaser’s Premises or at a location specified by the Purchaser, the Purchaser must ensure that all occupational health and safety appropriate policies and procedures are in place and followed during such installation or fit-out.
6.3 The Purchaser must pay all reasonable costs and expenses incurred in respect of the installation or fit-out of the Products (“Fit-Out Charges”). All Fit-Out Charges shall either be included in the relevant Invoice as part of the Invoiced Amount or in a separate Invoice issued by the Seller prior to such installation or fit-out. If a separate Invoice has been issued, payment for the Fit-Out Charges must be made prior to installation or fit-out, unless otherwise agreed by the Seller.
7. RETENTION OF TITLE
7.1 Title in the Products shall pass to the Purchaser only on the Purchaser discharging in full its indebtedness to the Seller.
7.2 At any time prior the passing of the title in the Products to the Purchaser, the Purchaser grants to the Seller, its Personnel, agents and authorised representatives, leave and licence to enter at any time, on and into the Purchaser’s Premises to inspect, search for or remove any of the Products.
7.3 The Purchaser acknowledges and agrees that if any Products are sold by the Purchaser prior to title being passed to the Purchaser, such sale shall be made by the Purchaser as bailee for and on behalf of the Seller, and the Purchaser shall hold the proceeds of sale on trust for the Seller, in an account in the name of the Seller, until the Purchaser discharges in full its indebtedness to the Seller.
8. PERSONAL PROPERTY SECURITIES ACT
8.1 In this clause 8, words and phrases that have defined meanings in the PPSA have the same meaning as in the PPSA unless the context indicates otherwise.
8.2 If any Product becomes an accession to or other property or become part of a product or mass, then:
(a) the Seller’s security interest continues in the other property, product or mass; and
(b) references to the Product in this TCS include the other property, product or mass.
8.3 The Purchaser consents to the Seller perfecting any security interest that it considers this document provides for by registration under the PPSA. The Purchaser agrees to do anything the Seller reasonably asks to ensure that the security interest:
(a) is enforceable, perfected and otherwise effective; and
(b) has priority over all other security interests.
8.4 To the extent the law permits, the Purchaser waives its right to receive any notice (including notice of a verification statement) that is required by the PPSA and the Purchaser agrees not to exercise its rights to make any request of the Seller under section 275 of the PPSA. However, this does not prevent the Seller from giving a notice under the PPSA and does not limit the Purchaser’s rights to request information other than under section 275.
8.5 To the extent the law permits, the Seller need not comply with, and the Purchaser may not exercise rights under, any provisions of Chapter 4 of the PPSA that may be contracted out of.
8.6 If the Seller exercises a right, power or remedy in connection with this TCS or a security interest that it provides for, that exercise is taken not to be an exercise of a right, power or remedy under the PPSA unless the Seller states otherwise at the time of exercise. However, this clause does not apply to a right, power or remedy which can only be exercised under the PPSA.
8.7 Neither the Purchaser nor the Seller will disclose any information of the kind mentioned in section 275(1) of the PPSA, except where disclosure is required by section 275(7). The Purchaser will not authorise the disclosure of any information under that section or waive any duty of confidence that would otherwise permit non-disclosure under that section. This clause does not prevent either party from disclosing confidential or proprietary information where such information is required or permissible by law.
8.8 The Purchaser must notify the Seller at least 14 days before it does any of the following:
(a) changes its name;
(b) changes its place of registration or incorporation;
(c) changes or applies for an ACN, ABN, ARBN or ARSN under which an interest in any of the Products is or will be held.
8.9 The Purchaser must notify the Seller if anything mentioned in clause 8.8 occurs immediately upon becoming aware of it.
9. CANCELLATION, REFUND AND RETURN POLICY
9.1 Cancellation or Variation by the Seller:
(a) The Seller shall at all times be entitled to cancel or vary any Order if the Seller is no longer able to fulfill the Order on the terms specified therein for any reason whatsoever, including reasons arising from the fault or negligence of the Seller or the inability for a Manufacturer to supply the relevant Product or otherwise, or if any force majeure event occurs to the Seller, including without limitation, fire, flood, earthquake, explosion, war, insurrection, sabotage, industrial disputes, transportation, embargo, changes in laws, delays or disruptions by government or government agencies and any other circumstances beyond the control of the Seller.
(b) The Seller shall endeavour to offer viable alternatives to the Purchaser on the occurrence of such cancellation or variation. The Purchaser shall receive a refund of all monies paid for the Products by the Purchaser if an alternative is not offered by the Seller, or is not accepted by the Purchaser.
9.2 Cancellation or Variation by the Purchaser:
(a) The Purchaser shall not be entitled to cancel or vary an Order unless otherwise agreed by the Seller or the Manufacturer of the Product or unless clause 9.3 applies.
(b) If a cancellation or variation is accepted by the Seller, the Purchaser acknowledges that Administrative Charges, including any restocking fees and reasonable costs incurred by the Seller with respect to such cancellation or variation, may be imposed by the Seller in addition to any excess amounts payable by the Purchaser in respect of a variation.
(a) Subject to the remaining provisions of this clause 9.3, the Purchaser shall be entitled to reject or return a Product after Delivery if all of the following conditions have been fulfilled:
a. the Product is defective, unmerchantable or is otherwise not in accordance with the Order; or
b. the Purchaser is entitled to return a Product in accordance with any applicable Manufacturer’s warranty relating to the Product;
(ii) the Purchaser gives the Seller:
a. notice of the Purchaser’s intention to return the Product;
b. the Order Number; and
c. details of the Purchaser’s claim,
by way of an email to email@example.com or by phone to 03 9646 4708 within 2 days from the date of Delivery;
(iii) the Seller has authorised the return in writing to the Purchaser;
(iv) the Product is either returned to the Seller or to a place specified by the Seller within 5 days from the date of Delivery or a pick-up of the Product from the Purchaser’s Premises is agreed to be made by the Seller;
(v) the Product is returned “as-new” and in a saleable condition, and with the original proof of purchase receipt; and
(vi) the Product is returned on the basis that risk in the Product shall remain with the Purchaser until the Seller receives or picks up the Product.
(b) The Seller’s liability arising in respect of a return made in accordance with this clause shall be limited to:
(i) the replacement of an equivalent Product;
(ii) the supply of a Product of equal value; or
(iii) the refund of an amount equivalent to the Price for the Product paid by the Purchaser if, at the Seller’s sole and exclusive opinion, it is unable to replace the Product, or resolve the defect.
(c) The Seller shall not be required to accept any Products for return, or replace any Product, or to refund the Price or any part thereof to the Purchaser, where, in the opinion of the Seller, the Purchaser or any other persons handling, using or dealing with the Product subsequent to delivery have caused the Product to become damaged, defective or unmerchantable or have failed to take steps to prevent the Product from becoming damaged, defective or unmerchantable.
10.1 This clause applies to the Purchaser and the Purchaser’s directors, contractors, agents or employees or any other parties acting for or on its behalf.
10.2 Website Access and Use:
(a) The Website is offered, supplied and provided on an "as-is" and “as available” basis, and the Seller assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any Purchaser communications or personalised settings.
(b) The Website may include software embodied therein now or in the future (“Software”) as well as security components that permit digital materials to be protected, and that the Purchaser’s access of the Website is subject to Software usage rules set by the Seller and/or its licensors. The Seller makes no warranty that any errors in the Software will be corrected.
(c) The Purchaser is responsible for obtaining access to the Website and that access may involve third party fees (such as Internet service Seller or airtime charges). The Purchaser is responsible for those fees and in addition, the Purchaser must provide and is responsible for all equipment necessary to access the Website.
(d) The Purchaser may not:
(i) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content or data transmitted through the Website;
(ii) disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other Users are able to type, or otherwise act in a manner that negatively affects other person’s ability to engage in real time exchanges;
(iii) interfere with or disrupt the Website or servers or networks connected to the Website or disobey any requirements, procedures, policies or regulations of networks connected thereof;
(iv) take any action that places an unusually large load on the infrastructure of the Website, or bandwidth connecting to the Website, or take any action that includes the use of any data accumulation, tool, robot or spider to compile, disseminate, extract, process, monitor or copy any web pages;
(v) intentionally or unintentionally violate any applicable local, state, national or international law; and
(vi) attempt to override or circumvent any of the usage rules embedded into the Software or those provided herein.
(e) Any material downloaded or otherwise obtained through the Website is done at the Purchaser’s own discretion and risk. The Purchaser will solely be responsible for any damage to its computer system or loss of data that results from the download of the same.
10.3 Website Content:
(a) All Content displayed on the Website are provided for guidance only, and no advice relating to purpose and suitability of Products or any other form of advice is understood to be given to the Purchaser by the Seller.
(b) Under no circumstances will the Seller be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available through or in connection with the Website. The Purchaser is not entitled to rely and/or act upon such Content and/or use them as a basis for any cause of action in law or otherwise.
(c) The Content may be subject to change without notice and does not take into account the Purchaser’s objectives, personal or commercial situation, home, office or building requirements or needs, or any statutory obligations or requirements which may be required to be observed in its state or local council jurisdiction.
(d) In offering the Products for sale through or in connection with the Website, the Seller:
(i) does not in any way recommend any Product; and
(ii) does not in any way offer preference of one Product over another Product supplied by a Manufacturer or another Manufacturer;
(e) The Seller has no control, authority or influence over any Manufacturers and cannot be held liable over the acts or omissions of the same.
(f) To the fullest extent of the law, the Seller expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to any warranty of merchantability, fitness for a particular purpose or correspondence to particular descriptions in respect of any Content displayed on the Website. No advice or information, whether oral or written, obtained by the Purchaser from the Seller or through or from the Website shall create any warranty not expressly stated in the TCS.
10.4 Payment Transactions
(a) Payments made through the Website are made using secure data protection processes. While the Seller shall use its best efforts to protect all personal and financial information given by the Purchaser to the Seller when placing the Purchaser’s Order or making an online payment, the Seller is unable to guarantee the security of any such information submitted or provided through or in connection with the Website. Accordingly, the Purchaser acknowledges and agrees that:
(i) any submission or provision of information (including provision of credit card information) is made at the Purchaser’s own risk and that the Seller disclaims any and all liability for, or arising in connection with, any interception, 'hacking' or other unauthorised access of such information through the Website by any unauthorised third parties; and
(ii) the Purchaser is responsible for ensuring that the transaction, credit card information and all other details the Purchaser provides in relation to payments made through the Website are correct. The Seller disclaims any and all liability for, or arising in connection with, any incorrect transactions, errors or otherwise caused by factors outside of its control.
(b) Subject to the other provisions of this clause herein, if for any reason the Seller is held to be liable to the Purchaser in relation to the online payment process, the extent of the Seller’s total liability shall be limited to an amount equivalent to the Price for the Product or Products paid by the Purchaser.
11. EXCLUSION AND LIMITATION OF LIABILITY
11.1 THE SELLER EXCLUDES TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER CONDITIONS, WARRANTIES, REPRESENTATIONS, LIABILITIES AND OBLIGATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY CONDITIONS OR WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR PURPOSE OR CORRESPONDENCE WITH DESCRIPTION IN RESPECT OF THE PRODUCTS.
11.2 TO THE FULLEST EXTENT PERMITTED BY LAW, THE SELLER SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR THE PURCHASER’S INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE THAT MAY ARISE IN RESPECT OF THIS TCS OR LOSS OF PROFIT, BUSINESS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS, AND ITS LIABILITY UNDER THIS TCS IS LIMITED TO REPLACING, REPAIRING OR RESUPPLYING THE PRODUCTS OR REFUNDING THE PRICE PAID FOR THE PRODUCTS.
11.3 THE PURCHASER INDEMNIFIES THE SELLER AGAINST ALL CLAIMS, DEMANDS, LIABILITIES, LOSS, EXPENSES, COSTS AND DAMAGES INCURRED BY OR MADE AGAINST THE SELLER ARISING OUT OF ANY BREACH OF OBLIGATIONS BY THE PURCHASER UNDER THIS TCS.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 All Intellectual Property rights, including names, logos, trademarks, designs, drawings, techniques and concepts, embodied in, or present in relation to, the Products are the proprietary rights of, and are, and shall remain, owned or controlled by, the Manufacturer or supplier of the Products.
12.2 The Purchaser receives no right, title or interest whatsoever in respect of the Intellectual Property rights under this TCS.
12.3 The Purchaser agrees that it shall not use, reproduce or incorporate, or allow the use, reproduction or incorporation by any third party of any such Intellectual Property rights unless such use, reproduction or incorporation has first been authorised in writing by Seller or is required by law.
13.1 The Seller may, in its sole and exclusive discretion, terminate this TCS at any time if the Purchaser:
(a) materially breaches its obligations under this TCS; or
(b) becomes Insolvent.
13.2 Upon termination, the Seller shall be entitled to all remedies available to it in this TCS or in law or equity or otherwise.
14. ASSIGNMENT AND SUBCONTRACTING
14.1 The Seller may assign or subcontract its rights and obligations contained in any part of this TCS to any associated entities, related parties or any third parties at any time without the prior written consent of the Purchaser.
15.1 A Party notifying or giving notice under this TCS must give notice:
(a) in writing;
(b) if addressed to the Seller, to the postal address, fax number or email address listed on the Seller’s website at firstname.lastname@example.org or any other address as notified in writing by the Seller to the Purchaser; and
(c) if addressed to the Purchaser, to the postal address, fax number or email address specified on an Order or an Invoice, as appropriate, or any other address as notified in writing by the Purchaser to the Seller.
15.2 A notice given in accordance with this clause is received:
(a) If left at the recipient's address, on the date of delivery;
(b) if sent by prepaid post, 5 days after the date of posting;
(c) if sent by fax, when the sender's facsimile system generates a message confirming successful transmission of the total number of pages of the notice; and
(d) if sent by email, when the sender does not receive any failed delivery email notification from either its, or the recipient’s, mail server within 2 days after the date of the email.
16. GOVERNING LAW
16.1 This TCS is governed by the laws applicable in the state of Victoria and each party submits to the exclusive jurisdiction of the courts of that state.
17. ENTIRE AGREEMENT AND AMNEDMENTS
17.1 This TCS:
(a) constitutes the entire agreement between the parties as to its subject matter;
(b) in relation to that subject matter, supersedes any prior understanding or agreement between the parties and any prior condition, warranty, indemnity or representation imposed, given or made by a party; and
(c) may only be amended in writing signed by both parties.
18. READING DOWN
18.1 If part or all of any clause of this TCS is illegal, invalid or unenforceable:
(a) it will be read down to the extent necessary to ensure that it is not illegal, invalid or unenforceable, but if that is not possible; and
(b) it will be severed from this TCS and the remaining provisions of this TCS will continue to have full force and effect, and the parties will attempt to replace that severed part with a legally acceptable alternative clause that meets the parties' original intention in relation to the subject matter severed.