terms and conditions

1. Definitions
1.1 “Contract” means the terms and conditions contained herein, together with any Quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.
1.2 “LandHQ” means LandHQ Pty Ltd T/A LandHQ, its successors and assigns or any person acting on behalf of and with the authority of LandHQ Pty Ltd T/A LandHQ.
1.3 “Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting LandHQ to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:

(a)   if there is more than one Client, is a reference to each Client jointly and severally; and
(b)   if the Client is a partnership, it shall bind each partner jointly and severally; and
(c)   if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and
(d)   includes the Client’s executors, administrators, successors and permitted assigns.

1.4 “Goods” means all Goods (including but not limited to, new or used tractors including any accessories and/or parts and associated machinery) or Services supplied by LandHQ to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
1.5 “Vehicle” shall mean any vehicle, whether or not it travels on roadways, described in any documentation supplied by LandHQ to the Client.
1.6 “"Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, contracts, client information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) and pricing details.
1.7 “Cookies” means small files which are stored on a user’s computer. They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website, and can be accessed either by the web server or the client’s computer. If the Client does not wish to allow Cookies to operate in the background when ordering from the website, then the Client shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to ordering Goods via the website.
1.8 “Price” means the Price payable (plus any GST where applicable) for the Goods as agreed between LandHQ and the Client in accordance with clause 8 below.
1.9 “GST” means Goods and Services Tax as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).

2. Acceptance
2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts Delivery of the Goods.
2.2 In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.
2.3 Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.
2.4 The Client acknowledges that the supply of Goods on credit shall not take effect until the Client has completed a credit application with LandHQ and it has been approved with a credit limit established for the account.
2.5 In the event that the supply of Goods request exceeds the Clients credit limit and/or the account exceeds the payment terms, LandHQ reserves the right to refuse Delivery.
2.6 Services are supplied by LandHQ only on the terms and conditions of trade herein to the exclusion of anything to the contrary in the terms of the Client’s order notwithstanding that any such order is placed on terms that purport to override these terms and conditions of trade.
2.7 The Client acknowledges and accepts that the supply of Goods for accepted orders may be subject to availability and if, for any reason, Goods are not or cease to be available, LandHQ reserves the right to vary the Price with alternative Goods, subject to prior confirmation and agreement of both parties, as per clause 8.2.
2.8 The Client acknowledges and understands that (subject to Clause 8.2):

(a)   onsite repairs shall incur LandHQ current labour rates plus kilometres travelled; and
(b)   in the event the vehicle requires towing, then any fees incurred for such towing shall be for the Client’s account.

2.9 In the event that LandHQ is required to provide the Services urgently, that may require LandHQ staff to work outside normal business hours (including but not limited to working, through lunch breaks, weekends and/or Public Holidays) then LandHQ reserves the right to charge the Client additional labour costs (penalty rates will apply), unless otherwise agreed between LandHQ and the Client.
2.10 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that Act.

3. Finance
3.1 If this contract is conditional upon the Client obtaining capital funding from a financial institution then they shall provide LandHQ with written confirmation of the loan approval within five (5) working days of the date of signing this contract.
3.2 In the event any such loan application is declined then the Client shall have the right to withdraw from this contract subject to the Client providing LandHQ with written evidence within five (5) working days of the date of signing this contract that the loan was declined. Upon receipt of such evidence LandHQ shall refund the Client any deposit paid less any expenses incurred by LandHQ for any Services performed to date.

4. Trade-ins
4.1 In the event that LandHQ accepts a trade-in as part payment of purchase, Goods or machinery outright, then the Client acknowledges and warrants that he/she owns the said property and that it is not in any subject to any security, charge, lien or hire purchase agreement.
4.2 All trade-in items will be subject to a full inspection prior to a trade-in value being established.

5. Authorised Representatives
5.1 Unless otherwise limited as per clause 5.2 the Client agrees that should the Client introduce any third party to LandHQ as the Client’s duly authorised representative, that once introduced that person shall have the full authority of the Client to order any materials or Services on the Client’s behalf and/or to request any variation to the Services on the Client’s behalf (such authority to continue until all requested Services have been completed or the Client otherwise notifies LandHQ in writing that said person is no longer the Client’s duly authorised representative).
5.2 In the event that the Client’s duly authorised representative as per clause 5.1 is to have only limited authority to act on the Client’s behalf then the Client must specifically and clearly advise LandHQ in writing of the parameters of the limited authority granted to their representative.
5.3 The Client specifically acknowledges and accepts that they will be solely liable to LandHQ for all additional costs incurred by LandHQ (including LandHQ profit margin) in providing any Services, materials, services or variation/s requested by the Client’s duly authorised representative (subject always to the limitations imposed under clause 5.2 (if any)).

6. Errors and Omissions
6.1 The Client acknowledges and accepts that LandHQ shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):

(a)   resulting from an inadvertent mistake made by LandHQ in the formation and/or administration of this Contract; and/or
(b)   contained in/omitted from any literature (hard copy and/or electronic) supplied by LandHQ in respect of the Services.

6.2 In the event such an error and/or omission occurs in accordance with clause 6.1, and is not attributable to the negligence and/or wilful misconduct of LandHQ; the Client shall not be entitled to treat this Contract as repudiated nor render it invalid.

7. Change in Control
7.1 The Client shall give LandHQ not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, change of trustees, or business practice). The Client shall be liable for any loss incurred by LandHQ as a result of the Client’s failure to comply with this clause.

8. Price and Payment
8.1 At LandHQ’s sole discretion, the Price shall be either:

(a)   as indicated on any invoice provided by LandHQ to the Client; or
(b)   LandHQ’s estimated Price (subject to clause 8.2) which shall not be deemed binding upon LandHQ as the actual Price can only be determined upon completion of the Services. LandHQ undertakes to keep the Client informed should the actual Price look likely to exceed the original estimate; or
(c)   LandHQ’s quoted price (subject to clause 8.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.

8.2 LandHQ reserves the right to change the Price:

(a)   if a variation to the Goods which are to supplied is requested; or
(b)   if a variation to the Services originally scheduled (including any applicable plans or specifications) is requested; or
(c)   if during the course of the Services, the Goods cease to be available from LandHQ third party suppliers, then LandHQ reserves the right to provide alternative Goods; or
(d)   where additional Services are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, obscured defects found on closer inspection, extra diagnostic tests required, etc.) which are only discovered on commencement of the Services; or
(e)   in the event of increases to LandHQ in the cost of labour or materials which are beyond LandHQ control.

8.3 Variations will be charged for on the basis of LandHQ’s quotation, and will be detailed in writing, and shown as variations on LandHQ’s invoice. The Client shall be required to respond to any variation submitted by LandHQ within ten (10) working days. Failure to do so will entitle LandHQ to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
8.4 At LandHQ’s sole discretion, a deposit may be required.
8.5 Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by LandHQ, which may be:

(a) on, or before commencement of the Services and/or Delivery of the Goods; or
(b) by way of instalments/progress payments in accordance with LandHQ’s payment schedule;
(c) thirty (30) days following the end of the month in which a statement is posted to the Client’s address or address for notices;

8.6 Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (a surcharge may apply per transaction), or by any other method as agreed to between the Client and LandHQ.
8.7 LandHQ may in its discretion allocate any payment received from the Client towards any invoice that LandHQ determines and may do so at the time of receipt or at any time afterwards. On any default by the Client LandHQ may re-allocate any payments previously received and allocated. In the absence of any payment allocation by LandHQ, payment will be deemed to be allocated in such manner as preserves the maximum value of LandHQ’s Purchase Money Security Interest (as defined in the PPSA) in the Goods.
8.8 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by LandHQ nor to withhold payment of any invoice because part of that invoice is in dispute.
8.9 Unless otherwise stated the Price does not include GST. In addition to the Price, the Client must pay to LandHQ an amount equal to any GST LandHQ must pay for any supply by LandHQ under this or any other agreement for the sale of the Goods. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

9. Delivery
9.1 Delivery (“Delivery”) of the Services/Goods is taken to occur at the time that:

(a) the Client or the Client’s nominated carrier takes possession of the Goods at LandHQ’s address; or
(b) LandHQ (or LandHQ’s nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the address.

9.2 Where LandHQ is to provide any Services at the Client’s nominated address then the Client shall be liable for all costs incurred by LandHQ from the time they depart from, and until they return to, their normal place of work (including, but not limited to, mileage and time calculated at LandHQ’s standard rates and any Goods purchased for the Services).
9.3 At LandHQ’s sole discretion, the cost of Delivery is either included in the Price or is in addition to the Price.
9.4 Any time specified by LandHQ for Delivery of the Goods is an estimate only and LandHQ will not be liable for any loss or damage incurred by the Client as a result of Delivery being late. However both parties agree that they shall make every endeavour to enable the Goods to be delivered at the time and place as was arranged between both parties. In the event that LandHQ is unable to supply the Goods as agreed solely due to any action or inaction of the Client, then LandHQ shall be entitled to charge a reasonable fee for redelivery and/or storage.

10. Risk
10.1 Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods on or before Delivery.
10.2 If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Client, LandHQ is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by LandHQ is sufficient evidence of LandHQ’s rights to receive the insurance proceeds without the need for any person dealing with LandHQ to make further enquiries.
10.3 If the Client requests LandHQ to leave Goods outside LandHQ’s premises for collection or to deliver the Goods to an unattended location, then such Goods shall be left at the Client’s sole risk.
10.4 Where LandHQ is requested to store the Client’s Goods or vehicle, or where Goods or vehicles are not collected within twenty-four hours of advice to the Client that they are ready for collection, then LandHQ (at its sole discretion) may charge a reasonable fee for storage.
10.5 The Client acknowledges that LandHQ is only responsible for Goods that are replaced by LandHQ and does not at any stage accept any liability in respect of previous services and/or goods supplied by any other third party that subsequently fail and found to be the source of the failure, the Client agrees to indemnify LandHQ against any loss or damage to the Goods, or caused by the Goods, or any part thereof howsoever arising.
10.6 LandHQ or its employees may test drive or carry out tests on the Client’s Vehicle as required at LandHQ discretion and may if requested by the Client collect or re-deliver the Vehicle when nominated by the Client. LandHQ will not be liable for (and the Client indemnifies the Client against) any damages caused to, or by, the Vehicle during such tests, collecting or delivery unless it arises from the recklessness or wilful misconduct of LandHQ or its employees.
10.7 The Client acknowledges that it is their sole responsibility to ensure the Vehicle is insured adequately or at all.
10.8 The Goods supplied by LandHQ shall comply with applicable safety and industry standards. The Client acknowledges and accepts that where the Client fails to adhere to any care and maintenance advice relating to the Goods are not followed, then the Client shall not hold LandHQ liable for any losses or damaged caused by any failure of the Goods.
10.9 In the event that Goods are returned to, or held by LandHQ (for repair or otherwise), LandHQ undertakes to maintain a reasonable duty of care towards the Goods but risk (including, but not limited to, insurance risk) in the Goods remains with the Client notwithstanding that property in the Goods may remain with LandHQ under clause 11. Under no circumstances shall the liability of LandHQ, for Goods held by LandHQ, exceed the fair market of the Goods.
10.10 The Client accepts that it is the responsibility of the Client to either stay with the Vehicle or secure the Vehicle until LandHQ or LandHQ employees are in attendance.

11. Title
11.1 LandHQ and the Client agree that ownership of the Goods shall not pass until:

(a) the Client has paid LandHQ all amounts owing to LandHQ; and
(b) the Client has met all of its other obligations to LandHQ.

11.2 Receipt by LandHQ of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.
11.3 It is further agreed that, until ownership of the Goods passes to the Client in accordance with clause 11.1:

(a) the Client is only a bailee of the Goods and must return the Goods to LandHQ on request;
(b) the Client holds the benefit of the Client’s insurance of the Goods on trust for LandHQ and must pay to LandHQ the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed;
(c) the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for LandHQ and must pay or deliver the proceeds to LandHQ on demand;
(d) the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of LandHQ and must sell, dispose of or return the resulting product to LandHQ as it so directs;
(e) the Client irrevocably authorises LandHQ to enter any premises where LandHQ believes the Goods are kept and recover possession of the Goods;
(f) LandHQ may recover possession of any Goods in transit whether or not Delivery has occurred;
(g) the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of LandHQ;
(h) LandHQ may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.

12. Personal Property Securities Act 2009 (“PPSA”)
12.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.
12.2 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods and/or collateral (account) – being a monetary obligation of the Client to LandHQ for Services – that have previously been supplied and that will be supplied in the future by LandHQ to the Client.
12.3 The Client undertakes to:

(a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which LandHQ may reasonably require to;

(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
(ii) register any other document required to be registered by the PPSA; or
(iii) correct a defect in a statement referred to in clause 12.3(a)(i) or 12.3(a)(ii);

(b) indemnify, and upon demand reimburse, LandHQ for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby;
(c) not register a financing change statement in respect of a security interest without the prior written consent of LandHQ;
(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favour of a third party without the prior written consent of LandHQ;
(e) immediately advise LandHQ of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.

12.4 LandHQ and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.
12.5 The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
12.6 The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
12.7 Unless otherwise agreed to in writing by LandHQ, the Client waives their right to receive a verification statement in accordance with section 157 of the PPSA.
12.8 The Client must unconditionally ratify any actions taken by LandHQ under clauses 12.3 to 12.5.
12.9 Subject to any express provisions to the contrary (including those contained in this clause 12), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

13. Security and Charge
13.1 In consideration of LandHQ agreeing to supply the Goods, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
13.2 The Client indemnifies LandHQ from and against all LandHQ’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising LandHQ’s rights under this clause.
13.3 The Client irrevocably appoints LandHQ and each director of LandHQ as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 13 including, but not limited to, signing any document on the Client’s behalf.

14. Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)
14.1 The Client must inspect the Goods on Delivery and must within seven (7) days of Delivery notify LandHQ in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Client must notify any other alleged defect in the Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification the Client must allow LandHQ to inspect the Goods.
14.2 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-Excluded Guarantees).
14.3 LandHQ acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
14.4 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, LandHQ makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Goods. LandHQ’s liability in respect of these warranties is limited to the fullest extent permitted by law.
14.5 If the Client is a consumer within the meaning of the CCA, LandHQ’s liability is limited to the extent permitted by section 64A of Schedule 2.
14.6 If LandHQ is required to replace the Goods under this clause or the CCA, but is unable to do so, LandHQ may refund any money the Client has paid for the Goods.
14.7 If the Client is not a consumer within the meaning of the CCA, LandHQ’s liability for any defect or damage in the Goods is:

(a) limited to the value of any express warranty or warranty card provided to the Client by LandHQ at LandHQ’s sole discretion;
(b) limited to any warranty to which LandHQ is entitled, if LandHQ did not manufacture the Goods;
(c) otherwise negated absolutely.

14.8 Subject to this clause 14, returns will only be accepted provided that:

(a) the Client has complied with the provisions of clause 14.1; and
(b) LandHQ has agreed that the Goods are defective; and
(c) the Goods are returned within a reasonable time at the Client’s cost (if that cost is not significant); and
(d) the Goods are returned in as close a condition to that in which they were delivered as is possible.

14.9 Notwithstanding clauses 14.1 to 14.8 but subject to the CCA, LandHQ shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:

(a) the Client failing to properly maintain or store any Goods;
(b) the Client using the Goods for any purpose other than that for which they were designed;
(c) the Client continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably prudent operator or user;
(d) the Client failing to follow any instructions or guidelines provided by LandHQ;
(e) fair wear and tear, any accident, or act of God.

14.10 In the case of second hand Goods, unless the Client is a consumer under the CCA, the Client acknowledges that it has had full opportunity to inspect the second hand Goods prior to Delivery and accepts them with all faults and that to the extent permitted by law no warranty is given by LandHQ as to the quality or suitability for any purpose and any implied warranty, statutory or otherwise, is expressly excluded. The Client acknowledges and agrees that LandHQ has agreed to provide the Client with the second hand Goods and calculated the Price of the second hand Goods in reliance of this clause 14.10.
14.11 LandHQ may in its absolute discretion accept non-defective Goods for return in which case LandHQ may require the Client to pay handling fees of up to twenty percent (20%) of the value of the returned Goods plus any freight costs.
14.12 Subject to clause 14.1, customised, or non-stocklist items or Goods made or ordered to the Client’s specifications are not acceptable for credit or return.

15. Intellectual Property
15.1 Where LandHQ has designed, drawn or developed Goods for the Client, then the copyright in any designs and drawings and documents shall remain the property of LandHQ. Under no circumstances may such designs, drawings and documents be used without the express written approval of LandHQ.
15.2 The Client warrants that all designs, specifications or instructions given to LandHQ will not cause LandHQ to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify LandHQ against any action taken by a third party against LandHQ in respect of any such infringement.
15.3 The Client agrees that LandHQ may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which LandHQ has created for the Client.

16. Default and Consequences of Default
16.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at LandHQ’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
16.2 If the Client owes LandHQ any money the Client shall indemnify LandHQ from and against all costs and disbursements incurred by LandHQ in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, LandHQ’s contract default fee, and bank dishonour fees).
16.3 Further to any other rights or remedies LandHQ may have under this Contract, if a Client has made payment to LandHQ, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by LandHQ under this clause 16 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this Contract.
16.4 Without prejudice to LandHQ’s other remedies at law LandHQ shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to LandHQ shall, whether or not due for payment, become immediately payable if:

(a) any money payable to LandHQ becomes overdue, or in LandHQ’s opinion the Client will be unable to make a payment when it falls due;
(b) the Client has exceeded any applicable credit limit provided by LandHQ;
(c) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

17. Cancellation
17.1 Without prejudice to any other remedies LandHQ may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions LandHQ may suspend or terminate the supply of Goods to the Client. LandHQ will not be liable to the Client for any loss or damage the Client suffers because LandHQ has exercised its rights under this clause.
17.2 LandHQ may cancel any contract to which these terms and conditions apply or cancel Delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice LandHQ shall repay to the Client any money paid by the Client for the Goods. LandHQ shall not be liable for any loss or damage whatsoever arising from such cancellation.
17.3 In the event that the Client cancels Delivery of Goods the Client shall be liable for any and all loss incurred (whether direct or indirect) by LandHQ as a direct result of the cancellation (including, but not limited to, any loss of profits).
17.4 Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.

18. Privacy Policy
18.1 All emails, documents, images or other recorded information held or used by LandHQ is Personal Information, as defined and referred to in clause 18.3, and therefore considered Confidential Information. LandHQ acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 1988 (“the Act”) including the Part IIIC of the Act being Privacy Amendment (Notifiable Data Breaches) Act 2017 (NDB) and any statutory requirements, where relevant in a European Economic Area (“EEA”), under the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). LandHQ acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Clients Personal Information, held by LandHQ that may result in serious harm to the Client, LandHQ will notify the Client in accordance with the Act and/or the GDPR. Any release of such Personal Information must be in accordance with the Act and the GDPR (where relevant) and must be approved by the Client by written consent, unless subject to an operation of law.
18.2 Notwithstanding clause 18.1, privacy limitations will extend to LandHQ in respect of Cookies where transactions for purchases/orders transpire directly from LandHQ’s website. LandHQ agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Client’s:

(a) IP address, browser, email client type and other similar details;
(b) tracking website usage and traffic; and
(c) reports are available to LandHQ when LandHQ sends an email to the Client, so LandHQ may collect and review that information (“collectively Personal Information”)

In order to enable / disable the collection of Personal Information by way of Cookies, the Client shall have the right to enable / disable the Cookies first by selecting the option to enable / disable, provided on the website prior to proceeding with a purchase/order via LandHQ’s website.   
18.3 The Client agrees for LandHQ to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) about the Client in relation to credit provided by LandHQ.
18.4 The Client agrees that LandHQ may exchange information about the Client with those credit providers and with related body corporates for the following purposes:

(a) to assess an application by the Client; and/or
(b) to notify other credit providers of a default by the Client; and/or
(c) to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and/or
(d) to assess the creditworthiness of the Client including the Client’s repayment history in the preceding two (2) years.

18.5 The Client consents to LandHQ being given a consumer credit report to collect overdue payment on commercial credit.
18.6 The Client agrees that personal credit information provided may be used and retained by LandHQ for the following purposes (and for other agreed purposes or required by):

(a) the provision of Goods; and/or
(b) analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Goods; and/or
(c) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or
(d) enabling the collection of amounts outstanding in relation to the Goods.

18.7 LandHQ may give information about the Client to a CRB for the following purposes:

(a) to obtain a consumer credit report;
(b) allow the CRB to create or maintain a credit information file about the Client including credit history.

18.8 The information given to the CRB may include:

(a) Personal Information as outlined in 18.3 above;
(b) name of the credit provider and that LandHQ is a current credit provider to the Client;
(c) whether the credit provider is a licensee;
(d) type of consumer credit;
(e) details concerning the Client’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested);
(f) advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the Client no longer has any overdue accounts and LandHQ has been paid or otherwise discharged and all details surrounding that discharge (e.g. dates of payments);
(g) information that, in the opinion of LandHQ, the Client has committed a serious credit infringement;
(h) advice that the amount of the Client’s overdue payment is equal to or more than one hundred and fifty dollars ($150).

18.9 The Client shall have the right to request (by e-mail) from LandHQ:

(a)   a copy of the Personal Information about the Client retained by LandHQ and the right to request that LandHQ correct any incorrect Personal Information; and
(b)   that LandHQ does not disclose any Personal Information about the Client for the purpose of direct marketing.

18.10 LandHQ will destroy Personal Information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law.
18.11 The Client can make a privacy complaint by contacting LandHQ via e-mail. LandHQ will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at www.oaic.gov.au.

19. Service of Notices
19.1 Any written notice given under this Contract shall be deemed to have been given and received:

(a) by handing the notice to the other party, in person;
(b) by leaving it at the address of the other party as stated in this Contract;
(c) by sending it by registered post to the address of the other party as stated in this Contract;
(d) if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the transmission;
(e) if sent by email to the other party’s last known email address.

19.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.

20. Trusts
20.1 If the Client at any time upon or subsequent to entering in to the Contract is acting in the capacity of trustee of any trust (“Trust”) then whether or not LandHQ may have notice of the Trust, the Client covenants with LandHQ as follows:

(a) the Contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust and the trust fund;
(b) the Client has full and complete power and authority under the Trust to enter into the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Client against the Trust or the trust fund. The Client will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity
(c) the Client will not without consent in writing of LandHQ (LandHQ will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events:

(i) the removal, replacement or retirement of the Client as trustee of the Trust;
(ii) any alteration to or variation of the terms of the Trust;
(iii) any advancement or distribution of capital of the Trust; or
(iv)  any resettlement of the trust property.

21. General
21.1 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
21.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales in which LandHQ has its principal place of business, and are subject to the jurisdiction of the courts in Wagga Wagga.
21.3 Subject to clause 14, LandHQ shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by LandHQ of these terms and conditions (alternatively LandHQ’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
21.4 LandHQ may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Client’s consent.
21.5 The Client cannot licence or assign without the written approval of LandHQ.
21.6 LandHQ may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of LandHQ’s sub-contractors without the authority of LandHQ.
21.7 The Client agrees that LandHQ may amend their general terms and conditions for subsequent future contracts with the Client by disclosing such to the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for LandHQ to provide Goods to the Client.
21.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
21.9 Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.