Supply Agreement

Terms & Conditions

This Agreement is entered into between us and you, together the Parties and each a Party.

1. Appointment

  1. You are appointed to Supply the Goods on the terms of this Agreement.
  2. Nothing in this Agreement creates an exclusive relationship between you and us, and the Parties agree that:
    1. we may, at any time, market, promote, acquire, sell or supply (or may appoint others to market, promote, acquire, sell or supply) the Goods, including within the Territory; and
    2. you may at any time, market, promote, acquire, sell or supply goods the same or similar to the Goods, including within the Territory.
  3. You agree to:
    1. only Supply the Goods within the Territory;
    2. not Supply the Goods to third parties who you know or suspect (or that you should reasonably have known or suspected) will violate clauses 1.3(a).
2. Orders
  1. This Agreement constitutes a “standing offer” under which, during the Term, you may order Goods from us under separate Orders.
  2. You must issue a request for us to provide Goods by email or by any other process which we may advise to you, from time to time (Order Request). Each Order Request must comply with the Minimum Order Requirement. You must send the first Order Request within 5 Business Days of the Commencement Date. Subsequent Order Requests must be made as soon as reasonably practicable once the preceding Order has been cleared from your stock.   
  3. We may, in our discretion (and subject to any minimum order quantities for the Goods), accept or reject an Order Request. If we accept the Order Request, we will issue confirmation of your Order Request and it will become a binding Order. 
  4. An Order which has been accepted by us may only be amended if the Parties have agreed in writing.
  5. Each Order is subject to, and will be governed by, this Agreement and any other conditions agreed to by the Parties in writing. To the extent of any ambiguity or discrepancy between an Order and this Agreement, the terms of this Agreement will prevail.
3. Your obligations
  1. General: During the Term, you agree to Supply the Goods in accordance with: 
    1. this Agreement;
    2. all applicable Laws; 
    3. due care, skill and diligence;
    4. due expedition and without delay;
    5. a proper and professional manner, and in accordance with best industry practice; and
    6. our reasonable requests or requirements, including any guidelines or procedures made available to you by us in relation to the Supply of the Goods.
  2. Supply: Without limiting and in addition to any other obligation under this Agreement, you agree to:
    1. purchase the Goods only from us; 
    2. take all reasonable steps, and cooperate with us, to proactively market and promote the sale of the Goods in the Territory;
    3. not do anything that may adversely affect our goodwill, brand or reputation (or that of the Goods);
    4. meet the Minimum Order Requirement;
    5. effect and maintain the Required Insurances and on request, agree to provide us with evidence sufficient to enable us to confirm your compliance with this clause;
    6. maintain, for the Term, records in respect of your sale of the Goods, including records of customers you sold the Goods to, and provide such records to us immediately on request;
    7. notify us immediately of any adverse incidents (such as deaths, injuries, permanent impairments or damage), or incidents that could lead to adverse incidents, or incidents that could or may require at law a product recall, being incidents caused by the use of the Goods or otherwise in connection with the Goods; 
    8. obtain, and provide to us, any access, consents, approvals, permits, licences and assistance (including information or documentation) reasonably requested by us so that we may comply with our obligations under this Agreement or under any Laws;
    9. not alter the Goods, their packaging or labelling in any way, without our consent;
    10. maintain facilities and employ competent Personnel to the extent necessary to carry out your obligations under this Agreement;
    11. promptly refer to us all enquiries received by you for supply of the Products outside the Territory;
    12. at all times during the Term, hold sufficient quantities of stock of the Goods to meet the current and expected future customer demand; 
    13. immediately inform us (no later than 2 Business Days after becoming aware) of any issues, concerns or matters which may (directly or indirectly) adversely affect our reputation or brand (or that of the Goods), and cooperate with, and assist, us to respond to, or rectify or remedy, any such issues, concerns or matters; and 
    14. immediately inform us (no later than 2 Business Days after becoming aware) of any defective Goods, and cooperate with, and assist, us to respond to, or rectify or remedy, any such issues, concerns or matter.
  3. Recalls of the Goods: You must provide us all assistance and cooperation that we reasonably request in respect of any form of recall of the Goods (including as a result of any legislative or regulatory requirement) when notified by us, and within the timeframe reasonably required by us. We agree to reimburse you for any direct costs or expenses reasonably incurred as part of assisting us to execute a Recall, unless the Recall was caused or contributed by you or your Personnel’s acts or omissions.
  4. Promotion, marketing and branding: Without limiting and in addition to any other obligation under this Agreement, you agree to:
      1. proactively use and distribute the most recent versions of any marketing or promotional material provided by us;
      2. develop your own marketing or promotional material to market and promote the Goods, which are consistent, and comply, with the brand guidelines and other material provided by us, and provided we have given prior written consent to the use of any such marketing or promotional material developed by you;
      3. not use any other material to market or promote the Goods, other than the material authorised for use under clauses 3.4(a) and 3.4(b); and
      4. unless otherwise agreed in writing by us, not make or offer any warranty or guarantee, or make any representation, in relation to the Goods, other than those warranties, guarantees or representations expressly stated in the material provided by us.
  5. Recommended price: You acknowledge that we may provide you from time to time a list of prices at which we recommend that the Goods may be resold. The Parties agree that if any such list is given by us to you, any price referred to in the list is a recommended price only and there is no obligation on your part to comply with the recommendation.
4. Delivery or Collection
  1. If the Parties agree that, in respect of an Order:
  1. we are responsible for delivering the Goods to you, then we will use reasonable endeavours to deliver the Goods to the delivery location by the delivery time as agreed between the Parties; or 
  2. you are responsible for collecting the Goods from us, then we will use reasonable endeavours to make available the Goods at the collection location by the collection time as agreed between the Parties, and you agree to: 
    1. use reasonable endeavours to collect the Goods from the collection location and by the collection time as agreed between the Parties; and
    2. comply with any policies and procedures which apply at the location from which you collect the Goods. 
  1. As between the Parties, you agree to pay for the reasonable costs of delivering or collecting the Goods, including but not limited to any insurance, tariffs, duties or other such charges that may apply to the Goods.  
  1. Title and risk
    1. Title in the Goods will only pass to you on the date that you pay the Price in full in accordance with this Agreement. 
    2. If the Parties agree that you are to collect the Goods from us, risk in the Goods will pass to you when you have collected the Goods from the collection location as agreed between the Parties. 
    3. If the Parties agree that we are to deliver the Goods to you, risk in the Goods will pass to you when we have delivered the Goods to the delivery location as agreed between the Parties. 
    4. Where Goods are supplied to you without payment in full, you:
      1. are a bailee of the Goods until title in them passes to you;
      2. irrevocably appoint us to be your attorney to do all acts and things necessary to ensure our retention of title to goods, including the registration of any security interest in our favour with respect to the Goods; and
      3. must not allow any person to have or acquire any security interest in the Goods without our prior written consent. 
  2. Security interest 
    1. You acknowledge and agree that:
  1. this Agreement is a ‘security agreement’ under the Personal Property Securities Act 2009 (Cth) (PPSA);
  2. this clause 6 creates a security interest in the Goods, and any proceeds from any sale or disposal of the Goods, we are a secured party in relation to the Goods and any such proceeds;
  3. we are entitled to register our interest on the relevant register as (at our discretion) a security interest, and if applicable, a ‘purchase money security interest’ interest’, and you must do all things necessary to assist us in effecting the registration; and
  4. you must (at your cost), where we request, take all steps that we consider necessary or desirable to ensure our security interest in the Goods and the proceeds is enforceable, and to perfect, or better secure our position under this Agreement, or ensure our priority over all other security interests. 
  1. Until such time as title in the Goods has passed to you as contemplated under clause 5, you must not allow any person to have or acquire any security interest in the Goods, unless with our prior written consent. 
  2. To the extent the law permits, you waive your right to receive any notice (including notice of a verification statement) that is required by the PPSA, including but not limited to notices under sections 95, 118, 121, 130, 132, 135 or 157. However, this does not prevent us from giving a notice under the PPSA. 
  3. You must not disclose any information of the kind referred to in section 275 of the PPSA, to the extent permitted under that section.
  4. Nothing in this clause 6 is intended as an agreement to subordinate a security interest arising under this Agreement and conditions in favour of any person under section 61 of the PPSA.
  5. In this clause 6 and clause 5 a ‘security interest’ includes any form or lien, encumbrance or a security interest under the PPSA.
  6. In this clause 6 terms used in this clause but not defined have the same meaning as in the PPSA.
  1. Defects 
    1. You agree to inspect the Goods as soon as possible after their delivery to the delivery location or upon collection by you at the collection location. You agree to notify us in writing promptly and, in any event, within 48 hours of such inspection, if you consider that the Goods are Defective or do not conform with this Agreement or the relevant Order, specifying the nature of the Defect or lack of conformity. If you fail to notify us within this period, you will be deemed to have accepted the Goods. 
  2. Price and Payment
    1. You agree to pay us the Price and any other amount payable to us under this Agreement, in accordance with the Payment Terms.
    2. You agree that we may amend the Goods or the Price at any time, by providing written notice to you. If you do not agree to any amendment made to the Goods or the Price, you may terminate this Agreement in accordance with clause 15.1. 
    3. If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion): 
  1. after a period of 5 Business Days, cease providing the Goods, and recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so (including all recovery costs); 
  2. charge interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date for payment in accordance with the Payment Terms; and/or
  3. enter any premises where the Goods the subject of any unpaid amount are stored or held, for the purpose of retrieving and taking possession of those Goods, and you agree to provide any access, items and consents required to enable us to do so.
  1. Warranties and Representations
    1. You represent, warrant and agree:
      1. that you are not aware of any actual or potential conflict of interest in the Supply of the Goods, and the execution and performance by you of this Agreement does not conflict with any Law or any other instrument binding on you;
      2. that all information and documentation that you provide to us in connection with this Agreement is true, correct and complete;
      3. you hold all qualifications, certifications, permits, approvals, licences, accreditations and other things required to Supply the Goods in the Territory; and
      4. you do not enter this Agreement as a trustee of a trust.
  2. Confidentiality 
    1. Subject to clause 10.2, each Party must (and must ensure that its Personnel do) keep confidential, and not use or permit any unauthorised use of, confidential information provided by the other party. 
    2. Clause 10.1 does not apply where the disclosure is required by law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the disclosing party ensures the adviser complies with the terms of clause 10.1.
    3. This clause 10 will survive the termination of this Agreement.  
  3. Privacy
    1. For the purposes of this clause, Personal Information and Sensitive Information have the meanings given in the Privacy Act 1988 (Cth), and also include any similar terms as defined in any other privacy law applicable to you. 
    2. You must, and must ensure that your Personnel, at all times comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable Privacy Laws that may apply to you or the Supply of the Goods. You must not (and procure your Personnel must not) do anything which may cause us to be in breach of any Privacy Laws. 
    3. Without limiting your obligations under Privacy Laws, you agree to only disclose Personal Information to us if:
  1. you are authorised by Privacy Laws to collect the Personal Information and to use or disclose it in all manners required by this Agreement; 
  2. you have informed the individual to whom the Personal Information relates, that it might be necessary to disclose the Personal Information to third parties; and
  3. where any Personal Information is Sensitive Information, you have obtained the specific consent to that disclosure from the individual to whom the Sensitive Information relates. 
  1. This clause 11 will survive the termination or expiry of this Agreement.
  1. Intellectual Property 
    1. As between the Parties: 
      1. we own all Intellectual Property Rights in Our Materials; 
      2. you own all Intellectual Property Rights in Your Materials; and
      3. nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.
    2. As between the Parties, ownership of all Intellectual Property Rights in any New Materials will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such Intellectual Property Rights in any New Materials does not automatically vest in us, you hereby assign all such Intellectual Property Rights to us and agree to do all other things necessary to assure our title in such rights.
    3. We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, for the duration of the Term, to use Our Materials that we provide to you, and the New Materials, solely for the Supply of the Goods by you, as contemplated by this Agreement. In using Our Materials or New Materials we provide you, you must comply with any brand guidelines that we issue from time to time. 
    4. You grant us a non-exclusive right and licence, for the Term, to use Your Materials for the performance of our obligations under this Agreement.
    5. If you (if you are an individual) or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with this Agreement, you agree to (and will procure that your Personnel) consent to our use or infringement of those Moral Rights.
    6. This clause 12 will survive termination or expiry of this Agreement.
  2. Australian Consumer Law 
    1. In this clause 13, Australian Consumer Law means the Australian consumer laws as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended from time to time.
    2. If the Australian Consumer Law applies to us as a “manufacturer” (as defined under the Australian Consumer Law), you acknowledge and agree that if the Goods are not of a kind ordinarily acquired for personal, domestic or household use or consumption, our maximum aggregate liability for any Liability to you in relation to the Goods will be an amount equal to the lowest of the cost of:
  1. replacing the Goods; or
  2. obtaining equivalent Goods; or
  3. having the Goods repaired. 
  1. This clause 13 will survive termination or expiry of this Agreement. 
  1. Liability
    1. To the maximum extent permitted by law, you are liable for, and agree to indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with:  
  1. any property loss or damage, or personal injury or death, caused by your (or your Personnel’s) Supply of the Goods;
  2. any infringement by you or any of your Personnel of the Intellectual Property Rights of us or a third party; or
  3. any breach by you (or any of your Personnel) of clauses 3.4(d), 10, 11 or 12 this Agreement or any Law
  1. Despite anything to the contrary, to the maximum extent permitted by law:  
    1. neither Party will be liable for any Consequential Loss;
    2. a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including a failure to mitigate its loss; and 
    3. except where clause 13.2 applies, our maximum aggregate Liability arising from or in connection with this Agreement will be limited to the Price paid by you to us in respect of the supply of the relevant Goods in the 12 months immediately preceding the relevant Liability. 
  2. This clause 14 will survive the termination or expiry of this Agreement.
  1. Termination
    1. Either Party may terminate this Agreement at any time by giving 30 days’ notice in writing to the other Party. 
    2. This Agreement will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
  1. the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
  2. (to the extent permitted by the Corporations Act 2001 (Cth)) any step is taken to enter into any arrangement between the Defaulting Party and its creditors; any step is taken to appoint a receiver, a receiver and manager, a liquidator, a provisional liquidator or like person of the whole or any part of the Defaulting Party’s assets or business; or the Defaulting Party becomes unable to pay its debts as they become due; or the Defaulting Party (being a natural person) is declared bankrupt or dies.
  1. Upon expiry or termination of this Agreement:
  1. we will immediately cease providing the Goods;
  2. you agree that any payments made by you to us for Goods already provided are not refundable to you;
  3. you are to pay for all Orders placed prior to termination, including Orders which have been fulfilled but have not yet been invoiced to you, and all other amounts due and payable under this Agreement; 
  4. by us pursuant to clause 15.2, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees); 
  5. subject to clause 15.3(f), you agree to cease all activities under or in connection with this Agreement, except to the extent required in order to comply with this clause 15 or any other clause which survives termination of this Agreement;
  6. we may, at our sole discretion, buy-back any and all Goods on-hand, which are of an acceptable quality, for the same price you paid for those Goods less any handling and/or delivery fee;
  7. upon our request, you must provide reasonable assistance and cooperation to us for the purpose of transferring any client lists and/or residual stock of the Goods to a new distributor; 
  8. we may retain your documents and Confidential Information (including copies) to the extent required by law or regulatory requirements or pursuant to any information technology back-up procedure, provided that we keep the Confidential Information confidential in accordance with clause 10; and 
  9. you agree to promptly return (where possible), or delete or destroy (where not possible to return), any Confidential Information, documentation or material owned by us that is in your possession or control.
  1. Unless otherwise agreed between the Parties, if this Agreement is terminated, then any outstanding Orders will also terminate on the date of termination. 
  2. Termination of this Agreement or an Order will not affect any rights or liabilities which a Party has accrued under it.
  3. This clause 15 will survive the termination or expiry of this Agreement.
  1. General
    1. Amendment: This Agreement may only be amended by written instrument executed by the Parties.
    2. Assignment: Subject to clause 16.3, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld). 
    3. Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with this Agreement, to a debt collector, debt collection agency, or other third party.
    4. Counterparts: This Agreement may be executed in any number of counterparts that together will form one instrument. 
    5. Disputes:  A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first complying with this clause 16.5. The Parties must meet (whether in person, by telephone or video conference) within 10 Business Days of service of the Dispute Notice to seek (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.   If the Parties do not resolve the Dispute within 20 Business Days of the date the Dispute Notice was served (or such further period as agreed in writing by the Parties) either Party may:
  1. where both Parties are incorporated in Australia, refer the matter to mediation administered by the Australian Disputes Centre in accordance with the Australian Disputes Centre Guidelines for Commercial Mediation; or
  2. where one Party is incorporated outside of Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Sydney, New South Wales, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.
  1. Entire agreement: This Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
  2. Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and their obligations under it.
  3. Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:
  1. as soon as reasonably practical, notifies the other party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
  2. uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event. 

Where the Force Majeure Event prevents a Party from performing a material obligation under this agreement for a period in excess of 60 days, then the other Party may by notice terminate this Agreement, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement.

  1. Governing law: This Agreement is governed by the laws of New South Wales.  Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts. The Parties agree that the U.N. Convention on Contracts for the Sale of International Goods is excluded from application to this Agreement. 
  2. Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
  3. Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
  4. Subcontracting: You agree to not subcontract any of your obligations under this Agreement (including the Supply of the Goods) without our prior written consent, which may be withheld at our absolute discretion.  You agree that any approval to subcontract given by us does not discharge you from any Liability under this Agreement and you are liable for the acts and omissions of the subcontractor.
  5. Taxes: The Price is exclusive of any tax imposed by any government, state or local authority on the value of goods and/or services and includes goods and services tax, sales tax, use tax, indirect tax, value added tax, excise tax, customs tax, tariffs and duties (Sales Tax), which will be your responsibility to pay. If we are required to pay any Sales Tax in relation to the Goods supplied under this Agreement, the applicable Sales Tax will be set out in the invoice provided to you and the Price payable by you under this Agreement must be increased by the applicable Sales Tax. This clause 16.13 shall not apply to any taxes imposed on our net income.
  1. Definitions and Interpretation
    1. Interpretation

In this Agreement, unless the context otherwise requires: 

  1. a reference to this Agreement or any other Agreement includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
  2. a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
  3. a reference to a person includes a natural person, body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;
  4. a reference to a party to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
  5. a reference to a covenant, obligation or agreement of two or more persons binds or benefits them severally; 
  6. words like including and for example are not words of limitation; and
  7. a reference to time is to local time in New South Wales, Australia.
  1. Definitions

In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Schedule, and:

Agreement means this supply agreement, and any agreed Order issued under it, our Credit Application Form and Terms and Conditions of Credit, and all schedules, annexures and attachments included in this supply agreement and any agreed Order.

Business Day means a day on which banks are open for general banking business in Sydney, New South Wales, excluding Saturdays, Sundays and public holidays.

Commencement Date means the date this Agreement is signed by the last of the Parties.

Consequential Loss means, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise: 

  1. any loss or damage that cannot be considered to arise according to the usual course of things from the relevant breach, act or omission, whether or not such loss or damage may reasonably be supposed to have been in the contemplation of the Parties at the time they entered into this Agreement as the probable results of the relevant breach, act or omission; and/or
  2. without limiting subclause (a), any real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data.

However, the Parties agree that your obligation to pay us the Price under this Agreement will not constitute “Consequential Loss”.

Control means either the ownership of at least either the ownership of at least 50% or more of the voting shares in an entity, or the power to direct or cause the direction of the general management and policies of an entity (whether as a result of the ownership of shares, through control of the board of directors, by contract, under powers conferred by constitutional documents, or through any other means) (and the terms Controlled, Controlling and Controls shall be construed accordingly).

Defect means a failure of the Good to comply with our specifications for the relevant Good, as a result of our default, and Defective has a corresponding meaning. 

Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

Goods means the goods to be supplied by us under this Agreement, as particularised in the Schedule or the Order, as amended, replaced or supplemented by us in accordance with this Agreement. 

Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable. 

Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with this Agreement or the supply of the Goods.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.

Minimum Order Requirement means the minimum requirements you must meet as our distributor, as further particularised in the Schedule.

Moral Rights has the meaning given in the Copyright Act 1968 (Cth) and includes any similar rights in any jurisdiction in the world.

New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your or our respective Personnel in connection with this Agreement or the supply of the Goods, whether before or after the date of this Agreement and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and Your Materials.

Order means an order for the supply of Goods, placed in accordance with clause 2.

Our Materials means all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property.

Personnel means, in respect of a Party, any of its officers, employees, consultants, suppliers, subcontractors or agents, but in respect of us does not include you.

Price means the price set out in the Schedule, as adjusted in accordance with this Agreement.

Privacy Laws means the Privacy Act 1988 (Cth) and any other applicable Laws relating to privacy.

Schedule means the schedule to this Agreement.

Supply means the sale, marketing, promotion, acquisition, stocking, storage and distribution of the Goods, including so as to enhance our brand and reputation as a supplier of the Goods.

Your Materials means all Intellectual Property owned or licensed by you or your Personnel before the Commencement Date (which is not connected to this Agreement) and/or developed by or on behalf of you or your Personnel independently of this Agreement and any improvements, modifications or enhancements of such Intellectual Property.