Conditions of Sale

CONDITIONS OF SALE

ENTIRE CONCRETE PTY LIMITED – TERMS & CONDITIONS OF TRADE

1. Acceptance of these terms and conditions

1.1 The Client is taken to have accepted and is immediately bound, jointly and severally, by these terms and conditions where:

the Client has signed a Credit Application or a Pay Per Batch (PPB) Application;
the Client accepts the Quotation (or purchase order issued by Entire Concrete) that refers to or attaches these terms; or
the Client otherwise places an order for, or accepts delivery of, Goods following communication (in any form) of these terms and conditions by Entire Concrete, including via hyperlink, email, delivery docket, or website publication.

1.2 The Client acknowledges and agrees that all Goods supplied by Entire Concrete are subject to these terms unless expressed otherwise.

1.3 These terms and conditions may only be amended with Entire Concrete’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and Entire Concrete.

1.4 A reference to an order or acceptance in clause 1.1 includes oral, written, or electronic orders, and includes conduct demonstrating acceptance of delivery.

2. Price and Payment

2.1 At Entire Concrete’s sole discretion, the Price shall be either:

as indicated on any invoice provided by Entire Concrete to the Client; or
Entire Concrete’s quoted price (subject to clause 2) which will be valid for the period stated in the Quotation or otherwise for a period of thirty (30) days.

2.2 Unless otherwise stated in the Quotation, and without limiting any other rights of Entire Concrete to impose extra charges under these terms:

Retarders and Accelerators will only be added to the concrete mix at the batching stage upon the Client’s explicit written request (Entire Concrete may, in its absolute discretion, accept such a request verbally). Entire Concrete may make additional charges for the use of Retarders and Accelerators. The Client acknowledges and accepts full responsibility for any Claim, Loss or other consequences arising from or in connection with their failure to request the addition of Retarders and Accelerators in accordance with this clause.
Prices are based on slumps not exceeding 80mm using 20mm maximum size aggregate. Slumps in excess of 80mm are subject to an extra charge, and such surcharges will be noted on the invoice.
Entire Concrete has a general right to impose reasonable extra charges for custom concrete specifications, non-standard delivery conditions, or where additional services are requested or required by the Client.

Entire Concrete reserves the right to change the Price in the event of a variation to Entire Concrete’s quotation and any variation from the plan of scheduled works or specifications, including, but not limited to (Price Variation):
- any variation as a result of additional works required due to hidden or unidentifiable difficulties or as a result of increases to Entire Concrete in the cost of materials and labour);
- where the Client requests a change to the quantity, mix design, slump, additives, or delivery arrangements after the Quotation is issued;
- where the Client causes delays, cancels an order late, or is otherwise not ready to receive the Goods at the scheduled time;
- where supply is impacted by unforeseen circumstances (including but not limited to poor Site access, excessive waiting times, or additional handling requirements); or
- where there is a material increase in the cost of inputs (including cement, aggregates, fuel, chemical additives, fibres, or colour) prior to delivery of the Goods.

2.4 Any Variation will be priced at Entire Concrete’s prevailing rates and recorded as a separate item or adjustment on the invoice. The Client must pay all variation amounts in full in accordance with clause 2.6.

At Entire Concrete’s sole discretion, a non-refundable deposit may be required.
Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by Entire Concrete, which may be:
- on delivery of the Goods;
- the date specified on any invoice or other form as being the date for payment; or
- failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by Entire Concrete.
Payment may be made by electronic/on-line banking or by any other method as agreed to between the Client and Entire Concrete.
Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to Entire Concrete an amount equal to any GST Entire Concrete must pay for any supply by Entire Concrete under this or any other agreement for the sale of the Goods. The Client must pay GST, without deduction or set off 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.
Any claim by the Client of an error of any invoice provided by Entire Concrete, must be made to Entire Concrete within 7 business days of receipt of such invoice, failing which the Client is not thereafter entitled to raise any objection in respect of any such item on such invoice.
Entire Concrete may set off any amount owed by the Client to Entire Concrete against any amount owed by Entire Concrete to the Client, whether under these terms and conditions or otherwise.

3. Delivery of Goods

3.1 Standard Delivery

Delivery of the Goods is taken to occur at the time that:
- the Client (or its nominated carrier) takes possession of the Goods at Entire Concrete’s address; or
- Entire Concrete (or its nominated carrier) supplies the Goods to the kerbside of the nearest sealed public road to the Site even if the Client is not present,

(Standard Delivery).

The Client must:
- assess any requirements for traffic management associated with a delivery and put in place all traffic management measures which the Client ought reasonably to know are required in all the circumstances of the delivery;
- assess any requirements for scheduling and Site readiness associated with a delivery and put in place all scheduling and Site readiness measures which the Client ought reasonably to know are required in all the circumstances of the delivery; and
- indemnify Entire Concrete against any delays, Claims, or Loss caused by the Client’s failure to ensure the requirements in clauses 3.1(b)(i) and 3.1(b)(ii).

3.2 Non-standard Delivery

Where Entire Concrete (or its nominated carrier) is required or otherwise directed by the Client, its agents, nominees, employees, or associates to enter the Site, leave sealed public roads, or otherwise deliver the Goods in a manner other than a Standard Delivery (Non-Standard Delivery):
- the Client must also ensure that Entire Concrete’s (or its nominated carrier) personnel (including employees and contractors), plant and equipment (including vehicles) have a safe, suitable and unrestricted route between the kerbside of the nearest sealed public road to the Site and the discharge or unloading location;
- the Client indemnifies Entire Concrete against any Loss arising from events occurring while acting under such a request or direction, including Loss from any vehicle damage;
- Entire Concrete will be entitled to charge a further reasonable Non-Standard Delivery fee, unless they refuse in accordance with clause 3.2(a)(iv); and
- Entire Concrete (or its nominated carrier) may refuse a Non-Standard Delivery if it is of the opinion that the Client has failed to perform its obligations under Clause 2(a)(i) or 3.2(a)(ii) and will be indemnified by the Client against any Claim or Loss arising from the refusal.
For the avoidance of doubt, any rights and obligations under this clause 3.2 are in addition to those in clause 3.1.

Discharge Waiting Time

Subject to clause 4, delivery must be effected within 60 minutes of the delivery vehicle’s arrival on site. After this period, Entire Concrete may charge a waiting fee calculated per minute at the prevailing rate. No charge applies if discharge is completed within this 60-minute window.

Site Access and Property Damage
- Where delivery requires access over private property or driveways, the Client warrants that the delivery route is safe and suitable for heavy vehicles and does not involve crossing underground services, fragile infrastructure, or hazardous terrain.
- Entire Concrete shall not be liable for any damage to property, delivery vehicles, or equipment in connection with such access. The Client indemnifies Entire Concrete against any loss, claim, or liability arising from damage to property, vehicles, or third parties due to such access.
Cost of Delivery
- At Entire Concrete’s sole discretion, the cost of delivery is either included in the Price or is in addition to the Price.
- Entire Concrete may deliver the Goods in separate instalments, at its discretion. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.

3.6 Receipt of Delivery

The Client must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. In the event that the Client is unable to take delivery of the Goods as arranged then Entire Concrete shall be entitled to charge a reasonable fee for redelivery and/or storage.
Any time or date given by Entire Concrete to the Client is an estimate only. The Client must still accept delivery of the Goods even if late and Entire Concrete will not be liable for any loss or damage incurred by the Client as a result of the delivery being late.

3.7 Driver Authority

For the avoidance of doubt, delivery drivers are not authorised representatives of Entire Concrete and are not permitted to vary or waive any terms of supply. Any technical advice or recommendations provided by Entire Concrete are general in nature. Entire Concrete shall not be liable for any loss arising from reliance on such advice unless confirmed in writing and signed by a director of Entire Concrete.

4. Concrete-Specific Terms

4.1 Compliance with Australian Standard

Subject to these terms and conditions:

Entire Concrete will supply concrete in accordance with AS1379-2007;
Entire Concrete only warrants that any supplied concrete will be compliant with AS1379-2007 at the point of Delivery. It does not warrant such compliance beyond the point of Delivery or outside of the Allowable Period.
Words and expressions defined in AS1379-2007 have the same meaning in these terms and conditions.

4.2 Timeframe for Delivery of concrete

Without limiting the generality of clauses 3 and 4.1, all concrete must be discharged in full within 90 minutes (or as otherwise amended from time to time) from the commencement of mixing or before proper placement and compaction can no longer be accomplished (whichever occurs first), in accordance with clause 4.2.5 of AS1379-2007. This time limit may only be extended if:
- the consistency of the concrete remains suitable for placement and compaction without further addition of water; and
- the Entire Concrete agrees to the extension in writing at the time of delivery, acting in its sole discretion,

(Allowable Period).

Entire Concrete (or its nominated carrier):
- may deliver concrete at any time within the Allowable Period, and the Client bears full responsibility for ensuring that it can be placed and compacted in a timely manner upon delivery;
- gives no warranty or guarantee that delivery will occur at any particular time within the Allowable Period and any time or date given by Entire Concrete to the Client is an estimate only;
- gives no warranty or guarantee of the strength of the concrete if the concrete is not delivered, placed, and compacted at the Site within the Allowable Period; and
- will not be liable for any Claim, Loss, degradation, or non-compliance with specification arising from:
  - Site inaccessibility,
  - delays caused by the Client, its agents, or third parties,
  - failure of the Client to promptly commence placement and compaction upon delivery, or
  - any other event beyond the Entire Concrete’s reasonable control or which the Client is or should reasonably have been aware of.

4.3 Concrete temperature at Delivery

Without limiting the generality of clauses 3 and 4.1, Entire Concrete will use reasonable endeavours to ensure that the temperature of concrete at the point of Delivery is within the range of 5°C to 35°C (the Allowable Temperature), in accordance with clause 4.4.2 of AS 1379-2007, unless otherwise agreed.
The Client acknowledges that concrete outside the Allowable Temperature range may not be suitable for placement and that Clause 4.3(c) applies in certain conditions.
Where ambient temperatures fall below 10°C or exceed 30°C:
- the Client acknowledges that Entire Concrete cannot warrant or guarantee that concrete will be within the Allowable Temperature upon delivery; and
- the Client is responsible for implementing appropriate measures on the Site to facilitate concrete placement compliant with the Allowable Temperature at the acceptance point.

4.4 Concrete placed by pump

If the concrete is to be placed by pump, the Client must notify Entire Concrete in advance, and while Entire Concrete will use reasonable endeavours to accommodate such request, it does not warrant that such concrete will be able to be pumped due to the variations in pumps and the concrete process.
The Client acknowledges and accepts full responsibility for any Claim, Loss or other consequences arising from or in connection with their failure to notify Entire Concrete that the concrete is to be placed by pump in accordance with clause 4.4(a).

4.5 Deemed acceptance

The Client is deemed to have accepted any delivered concrete as compliant with these terms and conditions and with AS1379-2007, unless the Client:

provides written notice of any alleged non-compliance specifying the details of the alleged non-compliance within 28 days of Delivery (Non-compliance Notice);
delivers by hand, the Non-compliance Notice to Entire Concrete’s delivery representative prior to discharge of any concrete from the delivery vehicle or within 15 minutes of delivery (whichever occurs first); and
delivers by hand, email, or post, the Non-compliance Notice to Entire Concrete’s nominated representative who is authorised to receive notices in accordance with these terms and conditions, or as otherwise directed by Entire Concrete.

4.6 Returned and rejected concrete

Entire Concrete may charge for any concrete and for the return cartage, handling and disposal costs relating to any concrete ordered by the Client and batched by Entire Concrete which is returned or rejected by the Client because:

the Client cancels or does not accept delivery even though the concrete was batched in accordance with the Client’s order and AS1379-2007;
the Client was unable to use the full quantity ordered; or
the time between batching and discharge exceeds the Allowable Period or the specification that covers the project being supplied, provided that the excess time was not due to Entire Concrete’s negligent acts or omissions.

4.7 Acknowledgment

The Client acknowledges and agrees that:

these terms and conditions, specifically clauses 4, 5.3, and 10.6, are reasonable and industry standard;
it has reviewed AS1379-2007 and is familiar with the discharge and placement requirements;
Entire Concrete’s liability (if any) ends upon delivery of compliant concrete within the Allowable Period; and
the Client bears all risk associated with the placement of the concrete following delivery, including but not limited to Site conditions, timing, temperature, and adequacy of compaction arrangements.

5. Risk

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.
If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Client, Entire Concrete is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Entire Concrete is sufficient evidence of Entire Concrete’s rights to receive the insurance proceeds without the need for any person dealing with Entire Concrete to make further enquiries.
The Client acknowledges that variations of colour and texture are inherent in concrete. Entire Concrete shall not be liable for any loss, damages or costs howsoever arising resulting from any variation of the colour or texture between different batches of product.

6. Title

Entire Concrete and the Client agree that ownership of the Goods shall not pass until:
- the Client has paid Entire Concrete all amounts owing to Entire Concrete; and
- the Client has met all of its other obligations to Entire Concrete.
Receipt by Entire Concrete 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.
It is further agreed that:
- until title passes, the Client holds the Goods (and any proceeds from them) on trust for Entire Concrete.
- Once concrete is delivered and discharged, it cannot be returned or recovered. The Client assumes all risk upon delivery.
- The Client must not grant any interest in the Goods or proceeds that would affect Entire Concrete’s title rights.
- Entire Concrete may take steps to recover the price of the Goods, even if title has not passed.

7. Personal Property Securities Act 2009 (Cth) (PPSA)

The Client acknowledges that these terms create a security interest under the PPSA in all Goods supplied (including any proceeds), and consents to Entire Concrete registering that interest.
The Client agrees to do anything reasonably required by Entire Concrete to perfect or maintain the security interest (including signing documents and providing information).
The Client must not register or permit any third-party interest in the Goods without Entire Concrete’s prior written consent.
To the extent permitted by law:
- the Client waives its rights to receive PPSA notices (including under sections 95, 118, 121(4), 130, 132, and 157); and
- sections 96, 115, 125, 142, and 143 of the PPSA are excluded.

8. Security and Charge

In consideration of Entire Concrete 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).
The Client indemnifies Entire Concrete from and against all Entire Concrete’s costs and disbursements including legal costs on a solicitor and client basis incurred in exercising Entire Concrete’s rights under this clause.
The Client irrevocably appoints Entire Concrete and each director of Entire Concrete as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause including, but not limited to, signing any document on the Client’s behalf.

9. Defects, Warranties and Returns, and the Competition and Consumer Act 2010 (Cth) (CCA)

The Client acknowledges and agrees that concrete is a perishable product, and that:
- under section 54(7)(b) of the Australian Consumer Law, the statutory guarantee of acceptable quality does not apply beyond a reasonable time, having regard to the nature of the Goods;
- for the purposes of section 54(7)(b), the parties agree that the Allowable Period (as defined) constitutes a reasonable time having regard to the perishable nature of concrete and the relevant standards under AS1379-2007; and
- subject to the Non-Excludable Guarantees, Entire Concrete is not liable for any loss, defect, or failure to meet specification where:
  - the Goods are not placed or compacted within the Allowable Period; or
  - the temperature, slump, or composition of the concrete is altered after delivery.
- All information, specifications and samples provided by Entire Concrete in relation to the Goods are approximations only and, subject to any guarantees under the CCA, small deviations or slight variations from them which do not substantially affect the Client’s use of the Goods will not entitle the Client to reject the Goods upon delivery, or to make any claim in respect of them.
- The Client must inspect the Goods on Delivery and must within seven (7) days of delivery notify Entire Concrete in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote (Defect Notice). 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 Entire Concrete to inspect the Goods.
- Nothing in these terms and conditions excludes, restricts, or modifies any consumer guarantee, right or remedy conferred on the Client by the Competition and Consumer Act 2010 (Cth) or any similar applicable legislation which cannot be excluded, restricted or modified (Non-Excludable Guarantee).
- Where permitted by law, Entire Concrete’s liability for breach of a Non-Excludable Guarantee is limited to (at its option):
  - the replacement of the Goods or the supply of equivalent goods;
  - the repair of the Goods;
  - the payment of the cost of replacing the Goods or acquiring equivalent goods; or
  - the payment of the cost of having the Goods repaired.
- Except as expressly set out in these terms and conditions, and subject to clause 3, all implied conditions, warranties, guarantees, terms, and representations (whether express or implied by statute, common law, trade usage or otherwise) are excluded to the maximum extent permitted by law.
- Without limiting clause 2, Entire Concrete does not warrant that the Goods are fit for any particular purpose or intended use (whether or not such purpose or use is made known to Entire Concrete), and the Client acknowledges that it has not relied on the skill or judgment of Entire Concrete in relation to the suitability of the Goods.
- If the Client is not a consumer within the meaning of the CCA, Entire Concrete’s liability for any defect or damage in the Goods is:
  - limited to the value of any express warranty or warranty card provided to the Client by Entire Concrete in Entire Concrete’s sole discretion;
  - limited to any warranty to which Entire Concrete is entitled, if Entire Concrete did not manufacture the Goods;
  - otherwise negated absolutely.
- Subject to this clause 9, returns will only be accepted provided that:
  - the Client has complied with the provisions of clause 9.3; and
  - Entire Concrete has agreed that the Goods are defective; and
  - the Goods are returned within a reasonable time at the Client’s cost (if that cost is not significant); and
  - the Goods are returned in as close a condition to that in which they were delivered as is possible.
- Notwithstanding clauses 3 to 9.9 but subject to the CCA, Entire Concrete shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:
  - the Client failing to properly maintain or store any Goods;
  - the Client using the Goods for any purpose other than that for which they were designed;
  - 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;
  - the Client failing to follow any instructions or guidelines provided by Entire Concrete;
  - fair wear and tear, any accident, or act of God.
- Notwithstanding anything contained in this clause, if Entire Concrete is required by law to accept a return, then Entire Concrete will only accept a return on the conditions imposed by that law.

10. Limitation of liability

This clause 10 is subject to clause 9.
The Client expressly agrees that use of the Goods is at the Client’s risk. To the full extent allowed by law, Entire Concrete’s liability for breach of any term implied into these terms and conditions by any law is excluded.
Entire Concrete is not liable to make any payment (whether by way of damages or otherwise) to the Client for any indirect, incidental, consequential, exemplary, punitive or special damages of the Client (or any other person), or any economic loss, or loss of profits, however arising.
The total liability of Entire Concrete for any Loss, damages, costs, expenses or other Claims (including, without limitation, consequential damages and loss of profits or loss of revenues) of any kind:
- arising under these terms and conditions;
- out of or in relation to the Goods, their sale, delivery or the way they behave, in tort, contract or in any other cause of action; or
- in any other way,

is limited to the amount paid by the Client to Entire Concrete under these terms and conditions at the date when the liability arises.

10.5 Entire Concrete is not liable to make any payment, (whether by way of damages or otherwise) for any breach or loss, however arising, except on the following terms:

a claim is made in writing by the Client against Entire Concrete within 21 business days after the Client becomes aware of the matter, where:
- any claim must describe the proposed claim sufficiently to put Entire Concrete on notice as soon as reasonably practicable after the Client becomes aware of the fact, circumstance or matter on which the claim is based; and
- any claim must be made within 12 months after acceptance of these terms and conditions in accordance with clause 1.
the Client must use all reasonable endeavours to keep Entire Concrete informed of all developments, on an ongoing basis;
without prejudice to any duty it may have at common law or otherwise, the Client must use all reasonable endeavours to mitigate any loss or damage which it may suffer as a consequence of any breach by Entire Concrete of these Terms; and

Entire Concrete’s liability for any breach will be reduced or extinguished (as the case may be) to the extent that any Loss or Claim is caused or contributed to by:
- any negligent and/or wilful act or omission or any breach of these terms and conditions by the Client, its employees or agents.
- the addition or omission of any additive to the concrete at the request or specification of the Client (including retarders or accelerators), unless Entire Concrete confirms the same in writing;
- the addition of any water or other material to the concrete either before or after discharge from the delivery unit without prior approval by an authorised representative of the Entire Concrete. For the avoidance of any doubt and for the purposes of this clause, drivers of any delivery vehicle will not be deemed to be an authorised representative of Entire Concrete;
- concrete discharge from the delivery unit occurring outside the Allowable Period, unless solely caused by Entire Concrete’s negligent act or omission; and
- the Goods being placed or installed by others.

11. Default and Consequences of Default

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 Entire Concrete’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
If the Client owes Entire Concrete any money the Client shall indemnify Entire Concrete from and against all costs and disbursements incurred by Entire Concrete in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Entire Concrete’s collection agency costs, and bank dishonour fees).

12. Termination and Cancellation

Termination by Entire Concrete: Without limiting its other rights at law or under these terms and conditions, Entire Concrete may suspend or terminate any order or delivery immediately by written notice if:(a) the Client breaches any obligation (including payment terms);
(b) the Client becomes or is likely to become insolvent;

(c) the Client convenes a meeting with creditors, enters into an arrangement with creditors, or suffers the appointment of any controller, administrator, liquidator or similar officer; or

(d) Entire Concrete reasonably believes the Client will be unable to pay any amount when due.

On termination, all monies owed by the Client become immediately payable, whether due or not. Entire Concrete is not liable for any loss or damage arising from suspension or termination.

Cancellation by Entire Concrete: Entire Concrete may cancel any unfulfilled order or delivery by written notice at any time prior to delivery. In that case, it will refund any amount paid in advance for undelivered Goods. Entire Concrete will not be liable for any consequential loss from such cancellation.
Cancellation by the Client: If the Client cancels any order or delivery:(a) Entire Concrete may recover all losses incurred (including loss of profit); and
(b) Orders for custom-made or non-stock Goods cannot be cancelled once production has commenced or an order has been placed.

13. Privacy Act 1988 (cth)

13.1 The Client authorises Entire Concrete to:

obtain credit reports and other information about the Client’s creditworthiness from credit reporting agencies or other credit providers; and
exchange credit-related information with those third parties for the purposes of assessing the Client’s application for credit, managing the account, and recovering overdue payments.

13.2 Entire Concrete will comply with its obligations under the Privacy Act 1988 when handling any personal information and may use such information for purposes related to the supply of Goods, account management, debt collection, and direct marketing unless the Client opts out.

14. Building and Construction Industry Security of Payment Act 1999 (NSW)

At Entire Concrete’s sole discretion, if there are any disputes or claims for unpaid Goods and/or Services then the provisions of the Building and Construction Industry Security of Payment Act 1999 (NSW) may apply.
Nothing in these terms and conditions is intended to have the effect of contracting out of any applicable provisions of the Building and Construction Industry Security of Payment Act 1999 (NSW) except to the extent permitted by the Act where applicable.

15. Dispute Resolution

15.1 If a dispute arises between the parties in connection with the Goods or these terms and conditions, neither party may commence court proceedings (except urgent injunctive or interlocutory relief) unless the following process has been followed:

15.2 The parties must first attempt to resolve the dispute in good faith through direct negotiations between senior representatives.

15.3 If the dispute remains unresolved for 14 days after written notice is given, either party may refer the matter to mediation administered by the Resolution Institute, conducted in accordance with its Mediation Rules.

15.4 If the dispute is not resolved within 28 days after the appointment of a mediator, or such longer period agreed in writing, the dispute must be submitted for expert determination by an independent expert appointed by Entire Concrete, with the determination to be conducted in accordance with the Resolution Institute’s Expert Determination Rules.

15.5 The expert’s determination shall be final and binding, except in the case of manifest error or fraud.

16. General

The failure by Entire Concrete to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Entire Concrete’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.
These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales and are subject to the jurisdiction of the courts in that state.
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 Entire Concrete nor to withhold payment of any invoice because part of that invoice is in dispute.
Entire Concrete may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
The Client agrees that Entire Concrete may amend these terms and conditions at any time. If Entire Concrete makes a change to these terms and conditions, then that change will take effect from the date on which Entire Concrete notifies the Client of such change. The Client will be taken to have accepted such changes if the Client makes a further request for Entire Concrete to provide Goods to the Client.
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.
The Client warrants that it has the power to enter into these terms and conditions and has obtained all necessary authorisations to allow it to do so, it is not insolvent, and that these terms and conditions create binding and valid legal obligations on it.
The Client must not undergo a Change in Control without Entire Concrete’s prior written consent, which will not be unreasonably withheld or delayed.

17. Entire agreement

17.1 Unless otherwise agreed in writing, the agreement between Entire Concrete and the Client consists only of:

these terms and conditions;
the Quotation; and
any Credit Application or PPB Application accepted by Entire Concrete,

where, if there is any inconsistency, the documents take precedence in that order.

17.2 Any other terms (including those in purchase orders, delivery dockets, or correspondence) are excluded unless expressly accepted in writing by a director of Entire Concrete. The Client acknowledges that it has not relied on any representation or warranty not set out in these terms and conditions.

18. Guarantee and Indemnity

18.1 The Client, or its director or other authorised individual, must sign the below Guarantee and Indemnity which forms part of these terms and conditions.

18.2 To the extent that any person signs a guarantee, indemnity or other security in connection with these terms and conditions, such guarantee is intended to take effect as a deed, whether or not described as such, and is binding on the signatory in that capacity upon execution.

19. Definitions

In these terms and conditions, the following words have their corresponding meaning:

Accelerators include chemicals which, when added to concrete shortens the time of set, or increases the rate of hardening or strength development.
Allowable Period is defined in clause 2.
Allowable Temperature is defined in clause 3.
AS1379-2007 means Australian Standard, “Specification and Supply of Concrete” AS 1379-2007 as amended or replaced from time to time (and incorporating AS1379 Supp 1-2008).
AS1379 Supp 1-2008 means Australian Standard, “Specification and supply of concrete—Commentary (Supplement 1 to AS 1379-2007)” AS 1379 Supplement 1-2008 as amended from time to time.
Australian Consumer Law means Schedules 1 and 2 of the Competition and Consumer Act 2010 (Cth) and any other relevant provisions contained in that Act.
CCA means the Competition and Consumer Act 2010 (Cth).

19.8 Change of Control means if there is a change in shareholding of the Client company or a change of the company constitution so that the effective control of the Client company is altered.

Claims includes all rights, actions, claims, demands, suits, proceedings, arbitration, losses, liabilities, judgments, verdicts, interest claims, sums of money, debts, expenses, causes of action, damages and costs (including legal costs on a full indemnity basis) however it arises and whether it is present or future, fixed or unascertained, or actual or contingent.
Client means the person/s buying the Goods as specified in any invoice, document or order, and if there is more than one Client is a reference to each Client jointly and severally.
Credit Application means a credit application form provided by Entire Concrete and signed by the Client, which includes or refers to these terms and conditions.
Consequential Loss means loss of revenue, loss of profits, loss of anticipated savings or business, loss of data, loss of value of equipment (other than cost of repair), loss of opportunity or expectation loss and any form of consequential, special, indirect, punitive or exemplary loss or damages, however it arises (including as a result of negligence).
Consumer has the meaning in the Australian Consumer Law.
Delivery means delivery of the Goods to the Site, including Standard Delivery or Non-Standard Delivery as context requires.
Entire Concrete means Entire Concrete Pty Limited ACN 128 180 665, its successors and assigns or any person acting on behalf of and with the authority of Entire Concrete Pty Limited.
Goods means all Goods or Services supplied by Entire Concrete 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).
Loss means any liability, however it arises (including as a result of negligence) and includes any loss, claim, damage, demand, injury or death and a fine or penalty imposed by a statutory or other authority.
Non-Excludable Guarantee is defined in clause 4.
PPB Application means a pay-per-batch application form provided by Entire Concrete and signed by the Client, which includes or refers to these terms and conditions, and under which the Client agrees to pay for Goods in advance of each delivery.
PPSA means Personal Property Securities Act 2009 (Cth).
Price means the Price payable for the Goods as agreed between Entire Concrete and the Client in accordance with clause 2
Price Variation is defined in clause 3.
Retarders include those admixtures which delay the time of set of concrete.
Quotation means a written offer issued by Entire Concrete to the Client specifying the proposed Price and scope of supply for particular Goods, which may include or refer to these terms and conditions, and which is valid for the period stated in the Quotation or, if no period is stated, for 30 days from its date.
Site means the location for supply/performance of the Goods specified on any invoice or quote provided by Entire Concrete to the Client or the address otherwise nominated by the Client.