Order for Goods and Acceptance
1. Any Goods supplied by Us to You will be solely on these terms and conditions, notwithstanding anything that may be contained in Your inquiries or Your orders. No variation or modification of these terms and conditions by You will be binding unless accepted by Us in writing. We may accept or decline, in whole or in part, any order for the Goods. Acceptance of an order by Us will give rise to a contract for the supply of the ordered Goods on these terms and conditions. Acceptance may be verbal or in writing, or by Us delivering or making the Goods available for collection, whichever occurs first.
2. Each contract under clause 1 represents the entire agreement between Us and You. All prior representation, trade custom or previous dealings are excluded and will not be applicable.
The Goods and price
3. Where Goods are not available, We have no obligation to supply to You.
4. Where Goods are purchased by You on credit, You authorise us to open in our books a credit account in Your name to debit to that account: (a) the price of the Goods supplied to You; and (b) all other amounts owed by You to Us.
5. The price quoted for the Goods is based on Our rates and charges as at the date of quotation. If there is an increase in Our costs, then We may increase our quoted price and You must pay the increased price. All prices quoted are exclusive of any G.S.T. G.S.T is payable under clause 9 unless otherwise stated by Us in writing.
6. No order for Goods, once accepted by Us, may be cancelled or varied by You except with Our written consent.
7. Freight and transit insurance will be charged to Your account unless otherwise stated by Us in writing.
Payment
8. Unless otherwise agreed in writing, payment for the Goods will be made in full (including all taxes under clause 9) in cleared funds on the 20th day of the month following collection or delivery (including when Goods are delivered by instalments).
9. Where applicable, You will pay to Us all G.S.T. or other value added tax payable on the Goods supplied.
10. If You fail to make any payment by the due date, You will be liable to pay to Us default interest at a rate (the “Interest”) equal to the higher of (a) 3% per annum above the Reserve Bank of Australia’s 90-day bank bill rate or (b) the highest prescribed rate of interest chargeable in accordance with the Penalty Interest Rates Act 1983 (Victoria). Interest will accrue and be calculated on a daily basis on all outstanding monies from the payment due date and until the date all outstanding monies have been received in full by Us.
11. We may refuse to deliver the Goods if there are any outstanding monies or other obligations owing to Us or any Related Entity by You and/or You have breached any of these terms and conditions.
12. You will make all payments to Us in full without deductions of any nature (whether by way of set off, counterclaim or otherwise). We may at Our discretion require payment for the Goods to be made by bank cheque or post-dated cheque. Any payment received by Us (or any amount withheld by Us under clause 13) may be applied at Our discretion to reducing any amount owing to Us or any Related Entity.
13. We may deduct or withhold any amount (whether by way of set off, counterclaim or otherwise) from any monies owing by Us or any Related Entity to You on any account whatsoever.
Delivery
14. Unless otherwise agreed in writing, collection/delivery will be effected:
(a) upon the collection of Goods by You, Your agent, representative or carrier at Our premises; or
(b) upon delivery at premises nominated by You. We may deliver the Goods by instalments. If Goods are delivered to premises nominated by You, You or Your authorised representative must sign Our delivery docket or packing slip. If Goods are delivered to an unoccupied site, the deliverer’s signature on the delivery docket will be conclusive evidence of delivery.
(c) You must accept and pay for the Goods notwithstanding any extension and/or delay in the availability, delivery or collection of the Goods.
15. If Goods are delivered, You must provide adequate and safe facilities for the unloading and storage of the Goods. We may deliver the Goods in the manner We see fit. Where We agree to unload the Goods, You will pay us any costs we incur as a result (plus G.S.T., if any)
16. If You do not collect, alternatively accept delivery of the Goods or should We withhold delivery pending payment or acceptable arrangements as to payment or unloading, delivery will be deemed to have been made when We are or were willing to deliver the Goods, and:
(a) (without limiting any of Our other rights) We may also charge reasonable storage and transportation charges; and
(b) You will make payments for the Goods as if delivery of the Goods has been effected.
17. If Goods are delivered, You must notify Us of any claim in writing within:
(a) seven days after delivery that the Goods supplied do not accord with Your order or if it is alleged that they are defective or damaged; and/or
(b) fourteen days of receiving an invoice that You dispute the invoice;
and You will be deemed to have accepted the Goods as delivered or the invoices as rendered if You fail to notify Us and must pay for the Goods in full.
Ownership and risk
18. Ownership of the supplied Goods will remain with Us and will not pass to You until all amounts owing by You to Us or any Related Entity in respect of the Goods have been paid in full and all Your obligations to Us or any Related Entity in respect of the Goods or otherwise have been met. Until ownership of the Goods passes to You, You agree as follows:
(a) You will hold the Goods on trust for Us as Our bailee and fiduciary agent.
(b) You will store the Goods at Your cost so that they can be readily identified as belonging to Us.
(c) You must keep full and complete records of the Goods and make such records available to Us upon Our reasonable request. (d) You give Us the right to inspect the Goods or any part of them at all reasonable times.
(e) You must not do or allow to be done anything that might contribute to a deterioration in the value of the Goods or otherwise adversely affect Our rights or interest in the Goods.
(f) You must return the Goods if requested by Us following non-payment of any amount owing by You to Us or any Related Entity or non-fulfilment of any of Your other obligations to Us or any Related Entity.
(g) You must not create or allow to be created any Security Interest or any other form of encumbrance over the Goods which is inconsistent with Our ownership of the Goods.
(h) You must not assign, charge or encumber or grant any interest over any obligations which any third party may owe to You arising out of the use, manufacture or resale of the Goods.
(i) You must not claim any lien or interest in the Goods to secure any debt or obligation that We may owe to You; and
(j) You must not remove, deface or obliterate any identifying plate, mark or number on any of the Goods.
19. Despite clause 18, unless We notify You to the contrary, You may, in the ordinary course of your business:
(a) resell the Goods but only as a fiduciary agent of Us, in which case You must perform in favour of Us all the obligations of a fiduciary agent. Any right to bind
Us to any liability to a third party by contract or otherwise is expressly excluded; and
(b) use or convert all or part of the Goods in a manufacturing or construction process or allow a third party to manufacture, process, assemble or commingle the Goods (“Manufactured Product”) in which case You will hold the Manufactured Product on trust for Us as Our bailee and fiduciary agent and may sell the Manufactured Product.
20. If You resell or deal with the Goods or Manufactured Product before ownership of the Goods passes, then You:
(a) assign absolutely and unconditionally in Our favour, Your entitlement to all the proceeds of the resale or dealing and must notify the purchaser of those Goods or Manufactured Product in writing of the assignment at the time of the resale or dealing;
(b) will hold such part of the proceeds of the resale or dealing (the amount equal in dollar terms to the value of the Goods supplied by Us prior to use or conversion to Manufactured Product) on trust for and as Our fiduciary agent immediately when they are received or receivable; and
(c) must keep the proceeds in a separate bank account until Your liability to Us is discharged.
21. If the Goods are not paid in full by the due payment date or if in Our opinion, there is a risk to Our ownership of the Goods, We or Our agent(s) may enter Your premises (or other premises where the Goods are stored or where We reasonably believe the Goods are stored) at any time, without notice, and search for and recover the Goods and may resell the Goods or retain the Goods for Our own benefit or the benefit of any Related Entity, without incurring any liability to You or any person claiming through You. You may not revoke the permission granted in this subclause. We may delay taking action to dispose of or retain the recovered Goods under the PPSA for a period of up to 12 months.
22. Where You provide material to Us to be processed, then We will have a general and particular lien in respect of the material (or processed material) for all monies due at any time from You to Us or any Related Entity. We may sell or dispose of such material at Your expense and without liability to You and may apply the proceeds in or towards such monies owing to Us.
23. Notwithstanding that ownership of the Goods may remain with Us, all risk in respect thereof will pass to You upon collection or delivery. You will insure (and keep insured) the Goods for full replacement value against all risks of loss or damage in Your and Our name for Our respective interests. We may, at any time, request a copy of the policy of insurance and You will promptly provide the same to Us.
General Security Interest
24. To secure payment of the Secured Money, and the performance of all obligations owing by You to Us or any Related Entity, You charge all of Your rights, title and interest in all of Your present and after-acquired personal property (as defined in the PPSA) and land (such personal property and land is, together, the “Secured Property”). You consent to Us lodging a caveat or caveats in respect of land or to register Our Security Interest on the PPS Register in respect of personal property to note Our interest under this clause. Upon Our demand, You will immediately provide any information or do any other action required by Us, including executing a mortgage and/or a charge over all Circulating and Non-Circulating Assets and/or any other instrument of security in terms satisfactory to Us.
25. You must not consent to or enter into any agreement which permits any person to register a Security Interest in respect of any collateral subject to Our Security Interest, including, without limitation, the Goods (whether an accession or otherwise), which ranks in priority to Our rights as first ranking security holder.
26. An Enforcement Event occurs if:
(a) You fail to pay, or in Our opinion You are likely to fail to pay, any amount of the Secured Money when due; (b) You breach, or in Our opinion You are likely to breach, any obligations to Us or any Related Entity;
(c) You cease or threaten to cease business; or You are unable to pay any debts as they fall due or are declared insolvent or bankrupt; or You make an arrangement with creditors; or any step is made to dissolve You (if a company); or an encumbrance is imposed on any Goods or other collateral; or a liquidator, trustee, administrator, or receiver (or any similar person) is appointed to You or Your property; or You are served with a creditor’s statutory demand; or any analogous event occurs;
(d) Your ownership or effective control of You is transferred, or in Our opinion the nature of Your business is materially altered; (e) a court order is made against You or Your assets; and/or
(f) any guarantor breaches any obligations owing to Us or any Related Entity.
27. If an Enforcement Event occurs then (in addition to any other remedies We may have) and without demand or notice: (a) each Security Interest created under these terms and conditions will become immediately enforceable;
(b) the Secured Money will be due and payable immediately;
(c) We may appoint one or more Receivers (jointly and severally) in respect of any Secured Property on terms which we consider to be necessary or expedient; (d) We may take possession of the Goods and any other Secured Property (including any Goods that have become an accession under the PPSA) and may dispose of them or retain them for Our own benefit or the benefit of any Related Entity and for that purpose We may enter any premises where we believe
Goods may be stored, without in any way being liable to any person;
(e) We may suspend all credit arrangements with You immediately until the Enforcement Event is remedied to Our satisfaction;
(f) We may cancel any outstanding order from You or all or any part of any contract or contracts with You which remain unperformed; and/or
(g) We may require any future orders from You to be paid in cash in full on placement of such order by You.
28. You acknowledge that You have received value as at the date of first delivery of Goods under these terms and conditions and that nothing in these terms and conditions is an agreement that a Security Interest created herein attaches at a later time than the time specified in section 19(2) of the PPSA, or an agreement to subordinate a Security Interest under these terms and conditions in favour of any person
29. Each Security Interest created under these terms and conditions is a continuing security, notwithstanding any intermediate payments or settlements of accounts or anything else and is in addition to, and is not to be merged with, any other security or guarantee expressed or intended to be security for any Secured Money or any other obligations owing by You to Us or any Related Entity.
30. Time is of the essence in respect of Your obligations under these terms and conditions. However, no Security Interest created under these terms and conditions is discharged, nor are Your obligations affected by any time, indulgence, waiver or consent at any time given to You or any other person; any amendment to, or the enforcement of or failure to enforce, these terms or conditions or any other agreement; the insolvency, bankruptcy, liquidation, administration, amalgamation, change in status or reorganisation of You or any other person; or anything else whatsoever.
31. We do not (and will not be deemed to) undertake any of Your obligations in respect of Your property by virtue of these terms and conditions.
32. We are not required to marshal, enforce or apply under any Security Interest, guarantee or other entitlement held by Us at any time or any money or property that We at any time hold or are entitled to receive.
Your obligations and waivers
33. You must not change Your name, address or contact details without providing Us with at least 30 days prior written notice. You must immediately inform Us by written notice in the event of (a) any change in Your ownership, operation, office-holding or business structure; and (b) any event, circumstance, or matter which renders the information provided in PART 1 or 2 of Your credit application incorrect, incomplete or misleading at any time, and must at the same time, provide the correct or additional information. Until such notification is given and acknowledged by Us in writing, You shall be liable to Us as if such change had not taken place.
34. You must immediately notify Us if You intend to, or become aware of any step to, appoint an administrator or liquidator.
35. You waive Your rights under the PPSA to receive a copy of any verification statement, financing statement or financing change statement and unconditionally and irrevocably agree that; to the maximum extent permitted by the PPSA, the parties agree to contract out of sections 95, 118, 121(4), 125, 130, 132(3) and (4), 135;
157(1).
36. You must not:
(a) give to Us a written demand, or allow any other person to give to Us a written demand, requiring Us to register a financing change statement; or
(b) lodge a change demand or allow any other person to lodge a change demand, in each case in relation to a financing statement registered by Us under the
PPSA.
37. You must not allow any other person to enter into or accept, and You must not enter into or accept, a financing change statement in relation to a financing statement registered by reference to such other person under the PPSA.
Security agency
38. From the date these terms and conditions take effect, We will hold the benefit of all security created hereunder for Our and Our Related Entity’s benefit (and in such capacity, We are the Security Agent). You acknowledge and agree that We may, at any time, appoint a Related Entity or such other person as We deem appropriate to serve as the Security Agent to act on Our and Our Related Entity’s behalf and to exercise Our and Our Related Entity’s rights under these terms and conditions (including, without limitation, rights relating to the security created hereunder and under clause 24 and under any related or ancillary document).
39. Provided that You are presented with a certificate from a party purporting to be the security agent which confirms such appointment under clause 38 (which will be conclusive proof to You of such appointment), You will not be concerned to enquire whether any instructions have been given to any such security agent by Us and, as between You and any such security agent, all actions taken by such security agent under these terms and conditions and any related or ancillary document will be deemed to be authorised.
Supporting guarantee
40. You must procure that the guarantee attached at PART 2 of Your credit application is executed and returned to Us as soon as possible.
41. You acknowledge and agree that, to the extent that any guarantee of any Secured Money or any other obligations owing by You to Us or any Related Entity is in existence prior to the date that these terms and conditions come into effect, you will procure that such guarantee will remain in full force and effect in respect of such Secured Money or other obligations.
Suitability of the Goods
42. The Goods will be subject to the relevant standard tolerances of the industry as published by Us and available on request.
43. It is Your responsibility to ensure that the grade and type of Goods chosen (including coatings and fittings) are suitable for the environment in which they will be installed and that the Goods are suitable for the treatment or processing required by You. You are also responsible for ensuring that Our advice covering all aspects of correct selection, storage, handling, installation and maintenance of the Goods has been complied with.
Conditions and warranties
44. All conditions, warranties, descriptions, representations, and statements as to fitness or suitability for any purpose, tolerance to any conditions, merchantability or otherwise (whether of a like nature or not) whether express or implied by law, trade or custom or otherwise are expressly excluded to the fullest extent permitted by law.
45. No agent or representative of Ours is authorised to make any representations, statements, warranties, conditions or agreements not expressly set forth in these terms and conditions of sale and We are not in any way bound by any such unauthorised statements nor can any such statement be taken to form part of any contract with Us collateral to these terms and conditions.
46. You warrant that if You give Us any design or other instructions, neither You in so doing, nor We in receiving and/or following such instructions, will breach any intellectual property rights or other rights or interests of any person.
47. You will only use Our trademarks in accordance with the terms and conditions advised by Us from time to time.
48. You acknowledge that We have not made any representation or warranty regarding the Goods or any matter which is or might be relevant to You other than as set out in these terms and conditions.
(continued)
On-selling Goods manufactured by Us
49. If You on-sell Goods manufactured by Us, the following clauses apply:
(a) You will not give any guarantees or make any representations on behalf of Us, as manufacturer of the Goods, without Our written consent, except within the limits of any technical literature which may be agreed from time to time between Us and You.
(b) You will, wherever appropriate, correctly advise Your customers as to the purposes to which the Goods should be put in accordance with any technical literature produced by Us from time to time and best industry practice.
Indemnity from You
50. You hereby indemnify Us, Our officers, employees and agents and each Receiver (the “Indemnified Party”) against all losses, liabilities, penalties, damages, claims, demands, actions, costs, charges and expenses which the Indemnified Party (or any of them), may incur, or which may be made against the Indemnified Party (or any of them) as a result of or in relation to:
(a) any act, omission, neglect or default by You or any subsequent purchasers of the Goods;
(b) any breach by You of any of Your obligations under these terms and conditions or any warranty given by You;
(c) anything done or omitted to be done by Us and/or the Receiver in the exercise of Our rights under these terms and conditions or conferred on Us or the
Receiver by law;
(d) any claim by a third party arising from or in connection with Us and/or Receiver in the exercise of Our rights under these terms and conditions or conferred on
Us or the Receiver by law;
(e) the registration, maintenance and withdrawal of any Security Interest on the Personal Property Securities Register, which secures Your obligations under these terms and conditions or any agreement or contract between Us and You whatsoever;
(f) any delivery and/or unloading of Goods for You including at an unoccupied site; and/or
(g) the costs of any loss or damage to property and personal injury to Our representative occurring directly or indirectly as a result of Your failure to comply with all occupational health and safety legislation.
Our Liability
51. To the fullest extent permitted by law, We will not be liable for: (a) loss caused by any factor beyond Our control;
(b) failure to deliver to You by any specified dates;
(c) any damage to, or defectiveness or malformation in any part or parts of the finished article eventually supplied to You; (d) a percentage of the Goods to be treated becoming wastage or scrap;
(e) You testing the Goods;
(f) the loss of or damage to any of Your chattels left within Our possession or control (whether such loss or damage results from Our negligence or default or otherwise howsoever);
(g) the loss of or damage to Goods while in transit (whether such loss or damage results from Our negligence or default or otherwise howsoever); (h) deterioration of Goods as a result of exposure to the elements, after delivery;
(i) any act or omission by any subcontractor;
(j) any advice, recommendation, information, assistance or service provided by Us in relation to the Goods, their use or application; or
(k) loss of profits or consequential, indirect or special damage or loss of any kind whatsoever and howsoever arising.
52. Insofar as We may be liable notwithstanding clauses 44 and 51, Our total liability whether in tort (including negligence), contract or otherwise for any loss or damage or injury arising directly or indirectly from any defect in or non-compliance of any Goods or any other breach of Our obligations is, subject to clauses 53 and 54, limited to, at Our option:
(a) repairing or replacing, at Our premises, the Goods; (b) refunding the sale price of the Goods; or
(c) paying for the cost of repairing or replacing the Goods.
53. No claim based on defective Goods will be allowed unless:
(a) the claim is notified to Us within seven days of delivery to You; and
(b) We are given a reasonable opportunity to investigate the claim.
In respect of defective Goods not manufactured by Us, We will in no event be liable to pay to You any amount in excess of such amount (if any) as We shall have received from Our supplier in respect thereof.
54. Insofar as We may be liable notwithstanding clauses 44 and 51, Our liability for shortages in quantity and loss consequential to shortages in quantity is limited to making up shortages. No claim for shortages in quantity will be allowed unless:
(a) the claim is notified to Us within seven days of receipt of the Goods by You; and
(b) We are given a reasonable opportunity to investigate the claim.
Dispute Resolution
55. Any dispute arising between the parties which has not been resolved within 14 days may be referred to mediation. The mediator will be appointed by agreement between the parties or, where there is no agreement within 14 days, by the chairperson or any other office holder of the Australian Commercial Disputes Centre. The mediator will conduct the mediation in accordance with the guidelines agreed between the parties or, where there is no agreement within 14 days following appointment of the mediator, the guidelines set by the mediator. The costs and expenses of the mediator will be shared by the parties equally. This dispute resolution clause shall not be a bar to the commencement of proceedings or taking of immediate action by Us where We consider in Our sole discretion that it is necessary to do so.
Assignment
56. We may at Our sole discretion at any time assign or transfer to any other person (including without limitation to a Related Entity, whether or not acting as a security agent or security trustee of the security created under these terms and conditions) all or any part of Our rights, remedies and obligations under these terms and conditions and any related or ancillary document. Each of Our assignees and transferees will have the same rights and remedies against You as We have under these terms and conditions. You must not assign or transfer any of Your rights or obligations under these terms and conditions.
Further Assurances
57. You must, at Our request and at Your cost, promptly execute and deliver to Us all security agreements and documents, and do anything else, which We consider appropriate to secure payment of any amount payable to Us or any Related Entity or performance of any other obligation to Us or any Related Entity or to perfect or register any Security Interest (including, without limitation, registering a mortgage in respect of any land which forms part of the Secured Property) or for any other purpose whatsoever (including (if an unlisted company) procuring personal guarantees from Your principal shareholders or if there are no principal shareholders then from all shareholders). You irrevocably appoint Us and each of Our duly authorised officers, severally, to be your attorney to complete, execute and otherwise perfect all assignments, transfers, Security Interests and other agreements and documents and generally to do all other acts which You are obliged or ought to do under these terms and conditions or We consider may be necessary or expedient to secure the payment of any amount payable to Us or any Related Entity and performance of and compliance with any other obligations to Us or any Related Entity.
Privacy Act
58. You agree that, from time to time, We may collect and use information We collect and hold for purposes relating to the application for credit, provision of credit, credit assessment and debt recovery (including collecting information from, and disclosing information to, Related Entities, credit reporting agencies, debt collection agencies, trade referees and other third parties as set out in section 18(E)1 of the Privacy Act 1988) to obtain a consumer credit report; to search and/or obtain a report from the PPS Register or, to register any Security Interest and to provide marketing materials to You. Information disclosed by Us to credit reporting agencies will be disclosed by Us on the basis that it will be held and used by such agencies to provide credit reporting services (including supplying the information to other customers who use their services). Under the Privacy Act, individuals have rights to access to, and correction of, their personal information.
59. You authorise Us to collect and use information from any person or entity for any of the above purposes, and such person or entity to disclose information to Us, and you also authorise Us to disclose information to any person or entity for any of the above purposes and such person or entity to collect and use information from Us.
General
60. These terms and conditions will be governed by the laws in the State of Victoria. You irrevocably agree to submit to the non-exclusive jurisdiction of the Australia courts.
61. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
62. If all or part of a clause in these terms and conditions is void, illegal or unenforceable, it may be severed without affecting the enforceability of any other provision.
63. You will be liable to pay all Our costs and expenses (including legal costs calculated on an indemnity basis) in enforcing these terms and conditions.
64. You acknowledge and accept that Your obligations under these terms and conditions will be enforceable by Us or any other person named in these terms and conditions, notwithstanding that We or they may not sign these terms and conditions.
65. These terms and conditions may be amended by Us at any time and from time to time by notice in writing to You. By continuing to order Goods from us after We have notified You of any amendments to these terms and conditions, You are deemed to have accepted such amendments.
66. Any notice or other communication to You may be served on You by delivery at your account address, any other address specified by You from time to time for such purpose or Your usual residential address (if an individual) or (otherwise) Your principal place of business or registered office.
Definitions and Interpretations
67. In this Credit Account Application:
(a) “Customer”, “You” or “Your” refers to the party identified in Our credit application documentation as the Customer or otherwise placing an order to purchase
Goods from Us, and all of Your successors;
(b) “Goods” means all mild steel, alloy steels, aluminium, copper, stainless steel, pre-painted steel, pre-painted aluminium, pre-painted stainless steel, welding and fastening products, pipe and fittings, processed flat rolled products and plate, all folded, ribbed or shaped products, underlays, fixings, claddings, natural lighting, coatings, galvanising, fittings and all other products supplied by Us to You (and includes services where appropriate) and in respect of each order of Goods placed by You, the Goods described in the invoice issued by Us in respect of such order;
(c) “Fletcher Steel”, “Us” or “We” or “Our” refers to Fletcher Steel Limited and its successors and assigns and includes its business divisions, EasySteel, Pacific Coilcoaters, Pacific Steel Group, Dimond, CSP Coating Systems, Fletcher Reinforcing, and (as applicable) to any security agent or security trustee that We appoint from time to time;
(d) “Related Entity” has the meaning given to it in the Corporations Act 2001 (Cth), and when used in these terms and conditions, will mean each Related Entity of Fletcher Steel Limited from time to time;
(e) “G.S.T”. means goods and services tax under A New Tax System (Goods and Services) Act 1999 ; (f) “PPSA” means the Personal Property Securities Act 2009 (Cth);
(g) “collateral” has the meaning given to it in the PPSA;
(h) “Security Interest” has the meaning given to it in the PPSA;
(i) “Secured Money” means all amounts from time to time due from You to Us or any Related Entity including, without limitation, under these terms and conditions (including, for the purposes of sections 18 of the PPSA, future advances under or in connection with these terms and conditions or any related or ancillary documents);
(j) “Secured Property” has the meaning given to it in clause 24 of these terms and conditions; (k) “Enforcement Event” has the meaning given to it in clause 26 of these terms and conditions;
(l) “Receiver” means any person appointed as a receiver or receiver and manager under these terms and conditions or any collateral security; (m) “PPS Register” means the Personal Properties Security Register established under the PPSA;
(n) “Circulating and Non-Circulating Assets” have the meanings given to those terms under the PPSA;
(o) A reference to any legislation includes that legislation as amended, and any replacement of that legislation, from time to time; (p) Words denoting the singular include the plural and vice versa.