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RX Plastics Pty Ltd (trading as RX Rims) — Terms and Conditions of Trade
Supplier RX Plastics Pty Ltd trading as RX Rims
ABN 39 009 787 688
ACN 009 787 688
Registered office 541 Bilsen Rd, Geebung QLD 4034, Australia
Principal place of business Same as registered office
Contact (07) 3865 8733 · [email protected] · https://rxrims.com.au
Governing State Queensland
Version 1.0
Effective date 1 July 2026
Last updated 1 July 2026

These Terms and Conditions of Trade (Terms) govern the supply of Goods and Services by the Supplier to the Customer.

Please read them carefully. By placing an Order, accepting delivery of Goods, or accepting these Terms at checkout on the Supplier's website, the Customer agrees to be bound by these Terms.

Words that start with a capital letter have the meanings given to them in clause 1.

Key points (summary only — not a substitute for the full Terms)

This summary is a reading aid. It does not vary the Terms, and if there is any inconsistency the full Terms prevail.

  • Your consumer rights are protected. Nothing in these Terms takes away rights you have under the Australian Consumer Law that cannot be excluded (see the notice below and clause 12).
  • We keep ownership until you pay in full. Title to Goods stays with us until we are paid (clause 9), and we take a security interest and register it (clause 10).
  • There is a security charge over land in limited cases. If you owe us a substantial amount that is genuinely overdue, we may take security over certain land you own — but not your home (clause 11).
  • We may report overdue accounts to credit reporting bodies in the circumstances the law allows (clause 17).
  • Custom-made Goods generally can't be cancelled once we start making them (clause 13).

Consumer guarantees notice

Our Goods and Services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures, you are entitled to a replacement or refund, and to compensation for any other reasonably foreseeable loss or damage. You are also entitled to have Goods repaired or replaced if they fail to be of acceptable quality and the failure does not amount to a major failure. Similar rights apply to Services.

Where you are a Consumer, these rights apply regardless of anything else in these Terms, and clauses that limit our liability or set out remedies (including clauses 8, 12, 13 and 16) are read subject to them.

1. Definitions and Interpretation

1.1 Definitions. In these Terms:

  • Accession has the meaning given in the PPSA.
  • ACL means the Australian Consumer Law set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth).
  • APPs means the Australian Privacy Principles in the Privacy Act.
  • Business Day means a day that is not a Saturday, Sunday or public holiday in the Governing State.
  • Consumer has the meaning given by section 3 of the ACL (broadly, a person who acquires goods or services of a kind ordinarily acquired for personal, domestic or household use, or a supply costing up to the threshold amount in section 3).
  • CR Code means the registered credit reporting code in force under the Privacy Act (currently the Privacy (Credit Reporting) Code 2014 (version 2.3)), as amended or replaced.
  • Credit Reporting Body means a credit reporting body as defined in the Privacy Act.
  • Customer means the person or entity that places an Order with, or acquires Goods or Services from, the Supplier, and includes that person or entity's permitted assigns. Where more than one person is the Customer, each is liable jointly and severally.
  • Force Majeure Event has the meaning given in clause 18.1.
  • Goods means all goods supplied by the Supplier to the Customer.
  • Governing State means the State or Territory specified in the header block above and in clause 22.8.
  • GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
  • Non-Excludable Guarantee means a consumer guarantee, or any other right, guarantee or remedy conferred by the ACL or by any other law, that cannot lawfully be excluded, restricted or modified by agreement (including the guarantees in sections 51 to 62 of the ACL).
  • Order means a request by the Customer to acquire Goods or Services, whether placed in writing, electronically, through the Supplier's website, verbally, or by conduct.
  • PMSI means a purchase money security interest as defined in the PPSA.
  • PPSA means the Personal Property Securities Act 2009 (Cth).
  • PPSR means the Personal Property Securities Register established under the PPSA.
  • Price means the price payable for the Goods or Services, determined in accordance with clause 5.1.
  • Privacy Act means the Privacy Act 1988 (Cth), as amended, including the Australian Privacy Principles and (in relation to credit reporting) Part IIIA and the CR Code.
  • Proceeds has the meaning given in the PPSA.
  • Security Interest has the meaning given in the PPSA.
  • Services means any services supplied by the Supplier to the Customer.
  • Supplier means RX Plastics Pty Ltd (ABN 39 009 787 688) trading as RX Rims, and its successors and assigns.

1.2 Interpretation. In these Terms, unless the context requires otherwise: (a) the singular includes the plural and vice versa; (b) a reference to legislation includes any amendment or replacement of it; (c) headings are for convenience only and do not affect interpretation; (d) a reference to a clause is a reference to a clause of these Terms; (e) the words "including" and "for example" are not words of limitation; and (f) in many clauses the Supplier refers only to "Goods" for brevity — unless the context indicates otherwise, the same rules apply to Services.

2. Application and Acceptance

2.1 These Terms apply to every supply of Goods and Services by the Supplier to the Customer and prevail over any terms in the Customer's Order, purchase order or other document, unless the Supplier agrees otherwise in writing.

2.2 A binding contract on these Terms is formed when the Customer first does any of the following: (a) places an Order; (b) accepts delivery of any Goods; (c) accepts the supply of any Services; or (d) accepts these Terms at checkout on the Supplier's website in accordance with clause 3.

2.3 No amendment to these Terms proposed by the Customer is effective unless agreed by the Supplier in writing.

2.4 The Customer warrants that it has the power and authority to enter into a contract on these Terms and that, at the time of each Order, to the best of the Customer's knowledge it is solvent and able to pay its debts as and when they fall due.

3. Electronic Transactions and Online Orders

3.1 The Customer may place Orders and accept these Terms electronically, including through the Supplier's website. Where the Customer completes an Order online and positively indicates acceptance of these Terms at checkout (for example, by checking a box or clicking to confirm), that acceptance binds the Customer to these Terms in the same way as a signed written agreement, and the Customer is taken to have adopted these Terms in writing for the purposes of section 20(2) of the PPSA.

3.2 The parties consent to transacting electronically and agree that a contract may be formed, and notices and documents given, by electronic means in accordance with applicable electronic transactions legislation.

4. Change of Details or Control

4.1 The Customer must give the Supplier at least 14 days' prior written notice of any proposed change in the Customer's name, address, contact details, ownership or control (including any change in the effective control of a corporate Customer).

4.2 The Customer indemnifies the Supplier against any reasonable loss the Supplier actually incurs as a direct result of the Customer's failure to give notice under clause 4.1.

5. Price and Payment

5.1 Price. Unless otherwise agreed in writing, the Price is: (a) the price stated in the Supplier's written quotation, which is valid for 30 days from its date unless withdrawn earlier; or (b) if there is no current quotation, the Supplier's price current at the date of the Order.

5.2 Price variation. The Price is fixed once a contract is formed, except that the Supplier may vary the Price only in the following circumstances: (a) where the Customer requests a variation to the Goods or Services (including quantity, specification or delivery) after the Order is placed. In that case the Supplier may adjust the Price to reflect the variation and will notify the Customer of the revised Price before proceeding; or (b) for future Orders, where the Supplier changes its prices generally and gives the Customer reasonable prior notice. Any such change applies only to Orders placed after the notice takes effect and is not retrospective.

5.3 Deposit. The Supplier may require a deposit of up to 50% of the Price before commencing supply. A deposit is credited against the Price. If the Customer cancels an Order, the deposit is applied and (if necessary) refunded in accordance with clause 13.4.

5.4 Payment terms. The Customer must pay the Price by the date stated on the invoice or otherwise agreed in writing. Where no date is stated and no credit account has been approved, payment is due before or on delivery. Where a credit account has been approved, payment is due within the credit period stated on the invoice or in the approved credit account. Payment must be made strictly by the due date (time is of the essence for payment), but the consequences of late payment are dealt with under clause 14.

5.5 Payment methods. The Customer may pay by cash, electronic funds transfer, or credit card. A surcharge of up to 2.5% (not exceeding the Supplier's reasonable cost of acceptance) may apply to credit card payments. Payment by card or electronic transfer is not treated as made until the funds have cleared.

5.6 GST and taxes. Unless stated otherwise, the Price is exclusive of GST. The Customer must pay to the Supplier any GST payable on a taxable supply at the same time as the Price, on receipt of a valid tax invoice. The Customer is responsible for any other duties or taxes applicable to the supply.

5.7 Set-off. The Customer must pay all amounts in full without set-off or deduction, except: (a) any amount that is then due and payable to the Customer by the Supplier under these Terms, or that the Customer is entitled to set off at law; and (b) to the extent of any Non-Excludable Guarantee or as otherwise required by law.

6. Delivery

6.1 Delivery occurs when the Goods are collected by the Customer from the Supplier's premises or, where the Supplier arranges delivery, when the Goods are delivered to the Customer's nominated address.

6.2 The cost of delivery is included in the Price only if the Supplier states so in writing; otherwise delivery costs are additional and payable by the Customer.

6.3 The Customer must accept delivery when the Goods are ready. If the Customer fails to accept delivery, the Supplier may charge the Customer the reasonable costs of redelivery and storage actually incurred, which represent a genuine pre-estimate of the Supplier's redelivery and storage cost.

6.4 The Supplier may deliver by instalments, and each instalment is treated as a separate supply.

6.5 Any delivery date or time given by the Supplier is an estimate only. The Supplier will use reasonable efforts to meet estimated delivery times. To the extent permitted by law and subject to any Non-Excludable Guarantee, the Supplier is not liable for loss caused by a delay that is beyond its reasonable control.

7. Risk and Insurance

7.1 Risk in the Goods passes to the Customer on delivery under clause 6.1, even though title has not yet passed.

7.2 From the time risk passes until title passes, the Customer must keep the Goods insured for their full replacement value against usual risks. If the Goods are lost or damaged during that period, the Supplier is entitled to the insurance proceeds up to the amount the Customer owes for those Goods. The Customer holds any such proceeds on trust for the Supplier up to that amount.

8. Specifications and Fitness for Purpose

8.1 Any descriptions, drawings, specifications, weights, dimensions and performance figures the Supplier provides are approximate and given in good faith for guidance and identification only. They are not a promise that the Goods will meet a particular performance level. Nothing in this clause excludes, restricts or modifies any Non-Excludable Guarantee, including the guarantees as to correspondence with description (section 56 of the ACL) and fitness for a disclosed purpose (section 55 of the ACL).

8.2 The Customer is responsible for satisfying itself that the Goods are suitable for its intended use, unless the Customer has made known to the Supplier the particular purpose for the Goods. This clause is subject to any Non-Excludable Guarantee and does not affect the acceptable-quality guarantee (section 54 of the ACL), which applies whether or not any particular purpose is disclosed.

9. Retention of Title

9.1 Title to the Goods does not pass to the Customer until the Supplier has received payment in full, in cleared funds, of the Price for those Goods and of all other amounts the Customer then owes the Supplier for any reason.

9.2 Until title passes: (a) the Customer holds the Goods as bailee of the Supplier and must, where reasonably practicable, store them separately from the Customer's other goods and so that they are clearly identifiable as the Supplier's property; (b) the Customer must not encumber, charge, or grant any Security Interest over the Goods; (c) the Customer may sell the Goods in the ordinary course of its business, but holds the Proceeds of any such sale on trust for the Supplier to the extent of amounts owing in respect of those Goods, and (while any amount for those Goods remains unpaid) must hold those Proceeds in a separate, identifiable account. This trust is in addition to, and not in substitution for, the Security Interest granted under clause 10; (d) if the Goods are processed, mixed or incorporated into other products, clause 10.4 applies; and (e) the Customer must return the Goods to the Supplier on reasonable written demand if the Customer is in default of these Terms.

9.3 If the Customer is in default and title has not passed, the Supplier (and its authorised representatives) may, on reasonable prior notice and at a reasonable time, enter premises where the Goods are located to inspect and recover them, and may recover Goods still in transit. The Supplier must exercise this right reasonably and cause no more disruption or damage than is reasonably necessary, and must make good any damage it causes. Recovery of the Goods under this clause is an exercise of the Supplier's rights as holder of a Security Interest under the PPSA, subject to these Terms (including the exclusions in clause 10.6), and nothing in this clause derogates from the Supplier's PPSA enforcement rights.

9.4 Despite retention of title, the Supplier may bring an action for the Price of Goods delivered even though title has not passed.

10. Personal Property Securities Act (PPSA)

10.1 Security agreement. These Terms constitute a security agreement for the purposes of the PPSA. To secure the amounts the Customer owes the Supplier, the Customer grants the Supplier: (a) a PMSI in the Goods, securing only the purchase price of those Goods (to preserve the Supplier's purchase-money priority under sections 14 and 62 of the PPSA); and (b) a separate general Security Interest in the Goods, their Proceeds (including accounts and their Proceeds) and any products into which the Goods are incorporated, securing the Price and all other amounts the Customer owes the Supplier on any account. Nothing in paragraph (b) is intended to reduce or defeat the PMSI character of the interest in paragraph (a).

10.2 Attachment and enforceability. The Customer acknowledges that value has been given, that the Customer has (or will have) rights in the Goods, and that the Customer has adopted these Terms in writing (including by electronic acceptance or by conduct under clause 2.2) as the security agreement for the purposes of section 20(2) of the PPSA.

10.3 Registration and perfection. The Customer acknowledges that the Supplier may register its Security Interest (including its PMSI) on the PPSR, and agrees to promptly do anything the Supplier reasonably requires (including signing documents and providing information) to enable the Supplier to register and maintain a perfected Security Interest. So that the Supplier can perfect a PMSI within the time limits in section 62 of the PPSA, the Customer will provide all information the Supplier requires before delivery, and will not deal with the Goods in a way that defeats perfection before registration is effected. The Customer must reimburse the Supplier's reasonable registration costs actually incurred.

10.4 Proceeds, accessions and processed goods. The Security Interest granted under clause 10.1 extends to the Proceeds of the Goods and to any Accession. If the Goods are processed, mixed or incorporated into a product or mass (for example, where raw plastic supplied by the Supplier is manufactured into finished products), the Customer grants the Supplier a Security Interest in the resulting product or mass to secure the amounts owing in respect of the Goods, and the parties agree that Part 3.3 of the PPSA (including sections 99 to 103 on commingled goods) applies to determine the Supplier's interest and priority in that product or mass.

10.5 Notice of changes. The Customer must notify the Supplier promptly of any material change in its details or circumstances that may affect the Supplier's registration (this does not limit clause 4.1), and must not register, or permit to be registered, a financing change statement in respect of the Goods without the Supplier's prior written consent.

10.6 Contracting out. To the extent the Goods are not used predominantly for personal, domestic or household purposes, and only to the maximum extent permitted by section 115 of the PPSA, the parties agree that the following provisions do not apply to the enforcement of the Supplier's Security Interest: sections 95, 118, 121(4), 123, 125, 126, 128, 129, 130, 132(3), 132(4), 134(2), 135, 142 and 143. In broad terms, these sections give a debtor certain notice and procedural rights on enforcement; the Customer agrees they do not apply, so far as the law allows. If any provision cannot validly be excluded in a particular case, this clause is read down so that the remaining exclusions continue to apply. Nothing in this clause limits any right or remedy of the Supplier under the PPSA.

10.7 Verification statements. The Customer waives its right under section 157 of the PPSA to receive notice of any verification statement confirming registration of a financing statement or financing change statement in respect of the Goods.

10.8 Confidentiality (section 275). The Customer agrees that the Supplier need not comply with, and may refuse, a request made under section 275(1) of the PPSA, except where section 275(7) of the PPSA requires disclosure. This clause is an agreement for the purposes of section 275(6) of the PPSA.

11. Security Charge over Land

11.1 Nature of this charge. This clause creates a charge over land (real property). It is separate from, and is not governed by, the PPSA (which applies to personal property). The exclusions in clause 10.6 apply only to the Supplier's personal-property Security Interest and do not apply to this charge.

11.2 The charge. As security for the payment of amounts owing by the Customer to the Supplier, the Customer charges in favour of the Supplier all interest the Customer has (now or in the future) in any land or other real property, other than any land used by the Customer as its principal place of residence. This charge secures only amounts that are genuinely and substantially in default — that is, undisputed amounts that are overdue by 30 days or more — and the security is limited to what is reasonably proportionate to the amount in default.

11.3 Notice and caveat. The Supplier may lodge a caveat over land subject to this charge only where amounts are in default within the meaning of clause 11.2, and only after giving the Customer at least 5 Business Days' prior written notice of its intention to do so. The Supplier will withdraw or remove any such caveat within 5 Business Days after the secured amounts have been paid or otherwise satisfied, and will bear the cost of withdrawal or removal.

11.4 Power of attorney (limited). For the sole purpose of giving effect to, perfecting, or enforcing the Supplier's Security Interest under clause 10, and only for steps that do not require a deed (such as signing PPSR forms and financing statements), the Customer irrevocably appoints the Supplier (acting through any director of the Supplier) as its attorney, and only where the Customer has failed to complete a required step within a reasonable time after the Supplier's written request. The Supplier must act reasonably and in good faith, must not use this power for any other purpose, and must give the Customer a copy of anything it executes. This power of attorney does not authorise any dealing with land; any charge, caveat or other dealing with land under clause 11 requires the Customer's separate written authority or a separately executed deed.

11.5 Indemnity. The Customer indemnifies the Supplier against the reasonable costs (including reasonable legal costs) that the Supplier actually incurs in registering, maintaining or enforcing the security under clauses 10 and 11, to the extent those costs are not already recovered under clause 14.2.

12. Consumer Guarantees, Warranties and Returns

Our Goods and Services come with guarantees that cannot be excluded under the Australian Consumer Law. This clause is read subject to those guarantees.

12.1 Inspection. The Customer must inspect the Goods on delivery and notify the Supplier in writing of any shortage, defect or non-compliance that is reasonably apparent within 7 days of delivery. This 7-day period is a contractual notification requirement for shortages and apparent defects only. It does not limit, and is not a condition of, any right the Customer has under a Non-Excludable Guarantee, which the Customer may exercise within the period allowed by the ACL, and it does not apply to a defect that is not reasonably apparent within that period.

12.2 Non-Excludable Guarantees. Nothing in these Terms excludes, restricts or modifies any Non-Excludable Guarantee. If the Customer is a Consumer under the ACL, the Customer has rights under the consumer guarantees that cannot be excluded, and these Terms are read subject to those rights. For a major failure, the Consumer is entitled to choose to reject the Goods or Services and obtain a refund, or to keep them and claim compensation for any reduction in value, in addition to compensation for any other reasonably foreseeable loss (sections 259, 263 and 267 of the ACL).

12.3 Limitation for Goods and Services not ordinarily acquired for personal use. (a) Goods. Where the Goods are not of a kind ordinarily acquired for personal, domestic or household use or consumption, and to the extent permitted by section 64A of the ACL, the Supplier's liability for a failure to comply with a consumer guarantee (other than a guarantee under sections 51 to 53 of the ACL) is limited, at the Supplier's option, to any one or more of: (i) replacing the Goods or supplying equivalent Goods; (ii) repairing the Goods; (iii) paying the cost of replacing the Goods or acquiring equivalent Goods; or (iv) paying the cost of having the Goods repaired. (b) Services. Where the Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, and to the extent permitted by section 64A of the ACL, the Supplier's liability for a failure to comply with a consumer guarantee is limited, at the Supplier's option, to supplying the Services again or paying the cost of having the Services supplied again. (c) Fairness proviso. This clause does not apply where section 64A(3) of the ACL makes it not fair or reasonable for the Supplier to rely on it. (d) Personal-use supplies. This clause and the caps in clause 16 do not apply to Goods or Services of a kind ordinarily acquired for personal, domestic or household use or consumption, or to supplies to which section 64A does not apply. For those supplies the Non-Excludable Guarantees apply in full.

12.4 Other warranties. Subject to clauses 12.2 and 12.3, and to the extent permitted by law, no warranties, conditions or representations apply to the supply other than those expressly set out in these Terms or conferred by a Non-Excludable Guarantee. Nothing in these Terms excludes, restricts or modifies any guarantee, condition or warranty implied or conferred by statute that cannot lawfully be excluded. Where the Customer is not a Consumer, the Supplier's liability for any implied term that can lawfully be limited is limited, at the Supplier's option, to any of the remedies described in clause 12.3(a) (for Goods) or clause 12.3(b) (for Services), or, where a manufacturer's warranty applies, to the benefit of that warranty.

12.5 Returns (non-Consumer / commercial). For returns that are not governed by a Non-Excludable Guarantee, the Supplier will accept the return of defective Goods where: (a) the Customer has complied with clause 12.1; (b) the Supplier is reasonably satisfied the Goods are defective; and (c) the Goods are returned within a reasonable time, at the Customer's cost, in the condition in which they were delivered. Where a Non-Excludable Guarantee applies, returns are handled under the ACL — including the Consumer's choice of remedy for a major failure and the Supplier bearing reasonable return costs — and the Customer does not have to bear the cost of return, or return the Goods in as-delivered condition, as a precondition to a consumer remedy.

12.6 When a defect is not our responsibility. Subject to any Non-Excludable Guarantee, a defect or damage is not a failure for which the Supplier is responsible to the extent it is caused by misuse, inadequate maintenance, continued use after a defect becomes apparent, failure to follow the Supplier's instructions, fair wear and tear, or events beyond the Supplier's reasonable control.

12.7 Non-defective returns (change of mind). This clause applies only to change-of-mind returns and does not affect any right to a remedy for Goods that fail a consumer guarantee. The Supplier is not obliged to accept the return of Goods that are not defective. If the Supplier agrees to do so as a commercial accommodation, it may charge, as a condition of that accommodation, a restocking fee of up to 25% plus freight referable to actual freight cost, provided the Goods are unused and in a resaleable condition.

13. Cancellation

13.1 Cancellation by the Supplier. The Supplier may cancel an Order before delivery by written notice to the Customer. If the Supplier does so, it will promptly refund any money the Customer has paid for the cancelled Goods or Services, and neither party is liable to the other for the cancellation, except that the Supplier remains liable for any loss arising from a Non-Excludable Guarantee and for money to be refunded.

13.2 Cancellation by the Customer. The Customer may cancel an Order before delivery by written notice to the Supplier. If the Customer does so, the Customer is liable to pay the Supplier's reasonable costs and losses actually incurred as a direct result of the cancellation, up to the date of cancellation. These may include the cost of materials ordered or work performed and reasonable administrative costs, less the value of any materials the Supplier can reasonably return or re-use. The Customer is not liable for loss of profit or other losses beyond those reasonable costs. The Supplier will, on request, provide a reasonable breakdown of the costs and losses claimed under this clause.

13.3 Custom and made-to-order Goods. Goods that are custom-made, made to the Customer's specification, or specifically procured to fulfil the Customer's Order and not reasonably able to be sold to another customer cannot be cancelled once the Supplier has commenced production or procurement of materials specific to those Goods. In that case the Customer remains liable, on the basis set out in clause 13.2, for the costs and irrevocable commitments actually referable to the stage of production or procurement reached at the date of cancellation, giving credit for any materials or work the Supplier can reasonably redeploy or resell.

13.4 Treatment of deposit. On cancellation, any deposit paid under clause 5.3 is applied towards the amounts payable by the Customer under clause 13.2 or 13.3. If the deposit exceeds those amounts, the Supplier will refund the excess. A deposit is not forfeited as such and is not liquidated damages.

14. Default and Consequences of Default

14.1 Interest on overdue amounts. If any amount is not paid by its due date, the Supplier may charge interest on the overdue amount, calculated daily on a simple (not compound) basis from the due date until payment, at a rate equal to the Reserve Bank of Australia cash rate target published at the due date plus 10% per annum. This rate is intended to be a reasonable pre-estimate of the Supplier's cost of being kept out of its money and is not a penalty. The Supplier may (but need not) charge interest at a lower rate or waive it.

14.2 Recovery costs. The Customer must reimburse the Supplier's reasonable costs actually incurred in recovering overdue amounts, including debt-collection agency commission actually charged and the Supplier's reasonable legal costs (assessed on a solicitor-and-own-client / indemnity basis to the extent recoverable at law), and any bank dishonour fee actually charged to the Supplier. Separately, the Supplier may charge a reasonable administration fee of $35 for the internal cost of managing a default, which the parties agree is a genuine pre-estimate of the Supplier's average internal cost of handling a default, assessed by reference to the staff time typically involved. To the extent the Supplier recovers that administration fee, it will not also separately recover the same internal administrative costs represented by that fee, and it will not recover under this clause any cost recovered under clause 11.5.

14.3 Events of default. The Customer is in default if it: (a) fails to pay any amount by its due date and the amount remains unpaid for at least 7 days after the Supplier gives a written payment reminder; (b) breaches these Terms (other than a payment obligation) and does not remedy the breach within a reasonable time after notice, where the breach is capable of remedy; or (c) becomes insolvent, has a controller, administrator, liquidator or receiver appointed, or is unable to pay its debts as they fall due.

14.4 Supplier's rights on default. If the Customer is in default, or a payment is overdue beyond the reminder period in clause 14.3(a) or there are repeated payment defaults, the Supplier may (in addition to its other rights): (a) suspend or cease further supply to the Customer, without liability, on reasonable notice where practicable; (b) cancel any unfulfilled Order; and (c) declare all amounts owing by the Customer immediately due and payable. The Supplier will exercise these rights reasonably and proportionately to the default.

15. Intellectual Property

15.1 The Supplier owns all intellectual property rights (including copyright) in any designs, drawings, specifications, tooling and other works created by the Supplier, whether or not created for the Customer, unless otherwise agreed in writing.

15.2 Where the Customer provides designs, drawings or specifications to the Supplier, the Customer warrants that the Supplier's use of them will not infringe any third party's intellectual property rights, and the Customer indemnifies the Supplier against any reasonable loss the Supplier actually incurs as a direct result of a breach of that warranty. This indemnity does not apply to loss to the extent it is caused by the Supplier's own modification of the materials or negligent use of them. As conditions of the indemnity, the Supplier must promptly notify the Customer of any relevant claim, take reasonable steps to mitigate its loss, and give the Customer reasonable rights to conduct and settle the claim (with the Customer keeping the Supplier reasonably informed).

15.3 Where a third party claims that the Supplier's own designs (as described in clause 15.1) infringe that party's intellectual property rights, the Supplier indemnifies the Customer against reasonable loss the Customer actually incurs as a direct result, provided the Customer promptly notifies the Supplier of the claim, takes reasonable steps to mitigate, and gives the Supplier reasonable rights to conduct and settle the claim.

15.4 The Supplier may use non-confidential images of Goods it has manufactured for its own marketing purposes, provided this does not disclose the Customer's confidential information without the Customer's consent.

16. Limitation of Liability

16.1 Nothing in these Terms limits or excludes the Supplier's liability: (a) under any Non-Excludable Guarantee, including liability for reasonably foreseeable loss under sections 259 and 267 of the ACL; (b) for death or personal injury caused by the Supplier's negligence; (c) for the Supplier's fraud or wilful misconduct; or (d) to the extent that liability cannot lawfully be limited or excluded.

16.2 Subject to clause 16.1, and to the extent permitted by law: (a) neither party is liable to the other for any indirect or consequential loss, or for loss of profit, revenue or business, however arising, and this exclusion does not exclude a party's direct, reasonably foreseeable losses; and (b) the Supplier's total liability in connection with the supply of any Goods or Services is limited, at the Supplier's option, to the Price paid for those Goods or Services or to the remedies set out in clause 12.3. Where those remedies would conflict with the limitation in clause 12, this clause 16.2 applies without duplicating the limitations in clause 12.

16.3 Clause 16.2 does not apply to, and does not limit, any liability of the Supplier under a Non-Excludable Guarantee, and it does not apply where the Goods or Services are of a kind ordinarily acquired for personal, domestic or household use or consumption.

17. Privacy

17.1 How we handle personal information. The Supplier collects, holds, uses and discloses personal information in accordance with the Privacy Act and the APPs. The Supplier's privacy policy (available at https://rxrims.com.au/privacy) explains in more detail how the Supplier manages personal information and may be updated from time to time. The privacy policy is not incorporated into these Terms.

17.2 Collection notice (APP 5). The Supplier (whose identity and contact details appear in the header block above) collects the Customer's (and, where relevant, its officers' and guarantors') personal information to assess Orders and credit applications, supply Goods and Services, manage the account, and recover amounts owing. The Supplier: (a) may collect this information from the individual, and also from third parties such as Credit Reporting Bodies, trade referees and the Customer's nominated referees; (b) has a privacy policy that explains how an individual may access and seek correction of their personal information, how to complain about a privacy breach, and how the Supplier will deal with a complaint; (c) is not likely to disclose personal information to overseas recipients; and (d) may be unable to supply on credit terms, or at all, if the information is not provided.

17.3 Consent to credit reporting. Where the Customer applies for or holds a credit account, the Customer (and any individual guarantor) consents to the Supplier, and acknowledges that the Supplier may, in each case only as and to the extent permitted by Part IIIA of the Privacy Act and the CR Code: (a) obtain a credit report about the Customer from a Credit Reporting Body; (b) exchange credit information and credit eligibility information with other credit providers and Credit Reporting Bodies to assess creditworthiness and to collect overdue amounts; and (c) disclose to a Credit Reporting Body information about the account. This may include: information about a payment default (being an overdue payment of at least $150 that is 60 days or more overdue, and only after the Supplier has given the notices required by sections 21D and 6Q of the Privacy Act and the required period has elapsed); a serious credit infringement; and the current status of overdue payments.

17.4 Credit reporting notification (section 21C). Before or at the time it collects credit information, the Supplier notifies the Customer that it may disclose credit-related personal information to a Credit Reporting Body. The Credit Reporting Body the Supplier uses is Equifax, whose policy on managing credit information (including how to access it and how to opt out of pre-screening for direct marketing) is available at https://www.equifax.com.au/privacy. Part IIIA disclosures are made in accordance with the Privacy Act and the CR Code.

17.5 Overseas disclosure (APP 8). The Supplier does not ordinarily disclose personal information to overseas recipients. If the Supplier does disclose personal information to a service provider located overseas, it takes reasonable steps to ensure the recipient handles the information consistently with the APPs, as further described in its privacy policy.

17.6 Data breaches. If the Supplier reasonably believes an eligible data breach (within the meaning of Part IIIC of the Privacy Act) has occurred in relation to personal information it holds, it will comply with the Notifiable Data Breaches scheme, including assessing suspected breaches and, where required, notifying affected individuals and the Office of the Australian Information Commissioner (OAIC) as soon as practicable.

17.7 Individual rights. An individual may, by contacting the Supplier at [email protected]: (a) request access to their personal information — the Supplier will give access as required by APP 12; there is no fee for making the request, and any fee for giving access will not be excessive; (b) request correction of their personal information — the Supplier will correct it as required by APP 13 at no charge, and if the Supplier refuses to correct it, the individual may ask the Supplier to associate a statement with the record noting that the individual considers it inaccurate; and (c) opt out of direct marketing at any time — once an individual opts out, the Supplier will stop using their information for direct marketing, and each marketing message will also contain a simple means to opt out. The Supplier will respond within the period required by the Privacy Act. If an individual is not satisfied with how a privacy concern is handled, they may complain to the Supplier and, if unresolved, escalate the complaint to the OAIC.

18. Force Majeure

18.1 Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay money already due) to the extent caused by an event beyond its reasonable control, including natural disaster, fire, flood, storm, war, terrorism, civil disturbance, strike or other industrial action, epidemic or pandemic, and any action or restriction imposed by a government or public authority (a Force Majeure Event).

18.2 The affected party must notify the other party promptly and use reasonable efforts to mitigate the effect of the Force Majeure Event. The affected obligations are suspended for the duration of the Force Majeure Event.

18.3 If a Force Majeure Event continues for more than 30 days, either party may terminate the affected Order or contract by written notice, in which case the Supplier will refund any money paid for Goods or Services not yet supplied.

19. Assignment and Subcontracting

19.1 The Supplier may assign or novate its rights and obligations under these Terms, and may subcontract the performance of any of its obligations, provided the Customer's rights are not materially prejudiced. The Supplier remains responsible for any subcontracted performance, will notify the Customer of any assignment or novation, and confirms that no assignment or novation reduces the Customer's rights under any Non-Excludable Guarantee.

19.2 The Customer may assign its rights under these Terms only with the Supplier's prior written consent, which will not be unreasonably withheld or delayed.

20. Notices

20.1 A notice under these Terms must be in writing and given to the other party at the address, or the email address, most recently notified by that party (including, in the case of the Supplier, the details in the header block above).

20.2 A notice is treated as received: (a) if delivered by hand, on delivery; (b) if sent by post, on the third Business Day after posting; and (c) if sent by email, at the time the email enters the recipient's information system, unless the sender receives an automated notice of non-delivery. However, a notice treated as received after 5.00 pm, or on a day that is not a Business Day, is treated as received on the next Business Day.

21. Dispute Resolution

21.1 Before commencing court proceedings (other than for urgent injunctive relief or to recover an undisputed debt), a party must first give written notice of the dispute to the other party, and the parties must negotiate in good faith for at least 14 days to try to resolve the dispute.

21.2 This clause does not prevent a party from seeking urgent interlocutory relief from a court.

22. General

22.1 Amendment of Terms. The Supplier may amend these Terms from time to time. For any material change, the Supplier will give the Customer reasonable prior notice individually (for example, by email), stating a reasonable notice period, before the change takes effect; for non-material changes the Supplier may give notice by posting the updated Terms on its website. Any change applies only to Orders placed after the change takes effect and does not apply retrospectively. A Customer with an existing or committed contract is bound by the Terms in force when that contract was formed. If the Customer does not agree to a change, the Customer may decline it by not placing further Orders; continuing to place Orders after a change takes effect constitutes acceptance of the amended Terms. No amendment reduces any right the Customer has under a Non-Excludable Guarantee.

22.2 Entire agreement. These Terms, together with any written quotation and any credit application, constitute the entire agreement between the parties in relation to the supply of Goods and Services and supersede all prior representations and agreements on that subject.

22.3 Severability and read-down. If any provision of these Terms is or becomes invalid or unenforceable, it is severed to the extent necessary and the remaining provisions continue in full force. In addition, if any rate, fee or charge in these Terms (including in clauses 6.3, 12.7, 14.1 and 14.2) is held to exceed the maximum permitted by law or to be an unenforceable penalty, it is read down to the maximum enforceable amount rather than being wholly void.

22.4 Anti-double-recovery. The Supplier may recover a loss or cost only once. Where the same loss or cost could be recovered under more than one clause (for example, under clauses 11.5, 13.2, 14.1 or 14.2), the Supplier is not entitled to recover it more than once.

22.5 Unfair contract terms savings. Nothing in these Terms is intended to be, and these Terms are to be read down so as not to be, an unfair term that is void under the unfair contract terms provisions of the ACL or the Australian Securities and Investments Commission Act 2001 (Cth). If any term would otherwise be unfair and void, it is read down (or, if it cannot be read down, severed) to the minimum extent necessary so that the remainder of these Terms continues to operate.

22.6 Waiver. A right under these Terms is only waived if the waiver is in writing and signed by the party granting it. A failure or delay in exercising a right does not operate as a waiver of that right.

22.7 Survival. Clauses that by their nature are intended to survive termination or cancellation continue in force, including clauses 7 (risk and insurance until title passes), 9 (retention of title), 10 (PPSA), 11 (security charge), 12 (guarantees and returns), 14 (default, interest and recovery costs), 15 (intellectual property), 16 (limitation of liability), 17 (privacy), 22.3 and 22.4, together with any accrued right to payment.

22.8 Governing law and jurisdiction. These Terms are governed by the laws of the Governing State (Queensland), Australia. The parties submit to the non-exclusive jurisdiction of the courts of the Governing State and, where relevant, the courts located at Brisbane.

End of Terms and Conditions of Trade.