Terms Of Trade

All quotes, sales and completed works by Dependable Laundry Solutions are issued under our Standard terms of trade as per below.

Click here to download our  Terms of Trade PDF

Dependable Laundry Solutions – Terms & Conditions of Trade
© Copyright – EC Credit Control 1999 – 2017 # 30963
1. Definitions
1.1 “DLS” means Timechief Pty Ltd T/A Dependable Laundry Solutions, its successors and assigns or any person acting on behalf of and with
the authority of Timechief Pty Ltd T/A Dependable Laundry Solutions.
1.2 “Customer” means the person/s or any person acting on behalf of and with the authority of the Customer requesting DLS to provide the
Services as specified in any proposal, quotation, order, invoice or other documentation, and:
(a) if there is more than one Customer, is a reference to each Customer jointly and severally; and
(b) if the Customer is a part of a Trust, shall be bound in their capacity as a trustee; and
(c) includes the Customer’s executors, administrators, successors and permitted assigns.
1.3 “Goods” means all Goods or Services supplied by DLS to the Customer at the Customer’s request from time to time (where the context so
permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
1.4 “Price” means the Price payable (plus any GST where applicable) for the Goods as agreed between DLS and the Customer in accordance
with clause 6 below.
1.5 “GST” means Goods and Services Tax (GST) as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).
2. Acceptance
2.1 The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the
Customer places an order for Goods, or accepts Delivery.
2.2 These terms and conditions may only be amended with the consent of both parties in writing, and shall prevail to the extent of any
inconsistency with any other document or contract between the Customer and DLS.
2.3 Any advice, recommendations, information, assistance or service provided by DLS in relation to Goods is given in good faith, based on DLS’
own knowledge and experience, and shall be accepted without liability on the part of DLS. It shall be the responsibility of the Customer to
confirm the accuracy and reliability of the same in light of the use to which the Customer makes or intends to make of the Goods.
2.4 These terms and conditions may be meant to be read in conjunction with DLS’ Hire Form, and:
(a) where the context so permits, the terms ‘Goods’ or ‘Services’ shall include any supply of any Equipment, as defined therein; and
(b) if there are any inconsistencies between the two documents then the terms and conditions contained therein shall prevail.
3. Electronic Transactions Act 2003
3.1 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the
Electronic Transactions Act 2003 or any other applicable provisions of that Act or any Regulations referred to in that Act.
4. Errors and Omissions
4.1 The Customer acknowledges and accepts that DLS shall, without prejudice, accept no liability in respect of any alleged or actual error(s)
and/or omission(s):
(a) resulting from an inadvertent mistake made by DLS in the formation and/or administration of this contract; and/or
(b) contained in/omitted from any literature (hard copy and/or electronic) supplied by DLS in respect of the Services.
4.2 In the event such an error and/or omission occurs in accordance with clause 4.1, and is not attributable to the negligence and/or wilful
misconduct of DLS; the Customer shall not be entitled to treat this contract as repudiated nor render it invalid.
5. Change in Control
5.1 The Customer shall give DLS not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer
and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address, contact phone or
fax number/s, or business practice). The Customer shall be liable for any loss incurred by DLS as a result of the Customer’s failure to comply
with this clause.
6. Price and Payment
6.1 At DLS’ sole discretion the Price shall be either:
(a) as indicated on any invoice provided by DLS to the Customer; or
(b) the Price as at the date of Delivery according to DLS’ current price list; or
(c) DLS’ quoted price (subject to clause 6.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30)
6.2 DLS reserves the right to change the Price:
(a) if a variation to the Goods which are to be supplied (including any applicable designs or specifications) is requested; or
(b) where additional work is required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, obscured/latent
site defects which require remedial work or further faults which are found upon disassembly and/or further inspection) which are only
discovered upon commencement of the Services; or
(c) in the event of increases to DLS in the cost of labour or parts and/or materials, or fluctuations in currency exchange rates, which are
beyond DLS’ control.
6.3 Variations will be charged for on the basis of DLS’ quotation, and will be detailed in writing, and shown as variations on DLS’ invoice. The
Customer shall be required to respond to any variation submitted by DLS within ten (10) working days. Failure to do so will entitle DLS to
add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
6.4 At DLS’ sole discretion, a non-refundable deposit may be required.
6.5 Time for payment for the Goods being of the essence, the Price will be payable by the Customer on the date/s determined by DLS, which
may be:
(a) on Delivery;
(b) before Delivery;
(c) by way of instalments/progress payments in accordance with DLS’ payment schedule;
(d) thirty (30) days following the end of the month in which a statement is posted to the Customer’s address or address for notices;

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(e) the date specified on any invoice or other form as being the date for payment; or
(f) failing any notice to the contrary, the date which is thirty (30) days following the end of the month in which any invoice is given to the
Customer by DLS.
6.6 Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (a surcharge may apply per transaction), or by
any other method as agreed to between the Customer and DLS.
6.7 The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by
DLS nor to withhold payment of any invoice because part of that invoice is in dispute.
6.8 Unless otherwise stated the Price does not include GST. In addition to the Price the Customer must pay to DLS an amount equal to any
GST DLS must pay for any supply by DLS under this or any other agreement for the sale of the Goods. The Customer must pay GST,
without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition, the
Customer 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.
7. Delivery
7.1 Delivery of the Goods (“Delivery”) is taken to occur at the time that:
(a) the Customer or the Customer’s nominated carrier takes possession of the Goods at DLS’ address; or
(b) DLS (or DLS’ nominated carrier) delivers the Goods to the Customer’s nominated address, even if the Customer is not present at the
7.2 At DLS’ sole discretion, the cost of Delivery is in addition to the Price.
7.3 DLS may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions
in these terms and conditions.
7.4 Any time specified by DLS for delivery of the Goods is an estimate only and DLS will not be liable for any loss or damage incurred by the
Customer as a result of delivery being late. However, both parties agree that they shall make every endeavour to enable the Goods to be
delivered at the time and place as was arranged between both parties. In the event that DLS is unable to supply the Goods as agreed solely
due to any action or inaction of the Customer, then DLS shall be entitled to charge a reasonable fee for redelivery and/or storage.
8. Risk
8.1 Risk of damage to or loss of the Goods passes to the Customer on Delivery and the Customer must insure the Goods before Delivery.
8.2 If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Customer, DLS is entitled to receive
all insurance proceeds payable for the Goods. The production of these terms and conditions by DLS is sufficient evidence of DLS’ rights to
receive the insurance proceeds without the need for any person dealing with DLS to make further enquiries.
8.3 If the Customer requests DLS to leave Goods outside DLS’ premises for collection or to deliver the Goods to an unattended location then
such Goods shall be left at the Customer’s sole risk.
9. Installation, Maintenance and/or Repairs
9.1 Unless otherwise agreed in writing, the installation, maintenance and repair of the Goods are excluded in the Price, and:
(a) installation shall be the Customer’s responsibility and DLS shall not be liable for any damage to the Goods during, or as a consequence
of, incorrect installation, or any attempted installation, of the Goods by the Customer or any third party;
(b) where DLS is contracted to install the Goods, DLS shall connect the Goods to the nominated site’s water supply (including hot water
supply, if available) and/or electrical/gas supply. The cost of any plumbing, gas and/or electrical contracting work required to bring
services and connection fitting to within one (1) metre of the connection point of the Goods shall be borne by the Customer, and in
addition to the Price;
(c) where DLS is contracted to do so, DLS shall be responsible for the regular maintenance of the Goods (and/or any other machine that
may be the subject of this agreement). In the event of a reported breakdown, DLS shall promptly respond (during normal business
hours), and attend to the repair and re-instatement, or replacement, of the faulty Goods and/or machine;
(d) the Customer acknowledges that DLS is only responsible for parts that are replaced by DLS and that in the event that other parts and/or
components, subsequently fail, the Customer agrees to indemnify DLS against any loss or damage to the machine, or caused by the
machine, or any part thereof howsoever arising.
10. Title
10.1 DLS and the Customer agree that ownership of the Goods shall not pass until:
(a) the Customer has paid DLS all amounts owing to DLS; and
(b) the Customer has met all of its other obligations to DLS.
10.2 Receipt by DLS 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, and until then DLS’ rights and ownership in relation to the Goods, and this agreement, shall continue.
10.3 It is further agreed that, until ownership of the Goods passes to the Customer in accordance with clause 10.1:
(a) the Customer is only a bailee of the Goods and must return the Goods to DLS on request.
(b) the Customer holds the benefit of the Customer’s insurance of the Goods on trust for DLS and must pay to DLS the proceeds of any
insurance in the event of the Goods being lost, damaged or destroyed.
(c) the Customer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and
for market value. If the Customer sells, disposes or parts with possession of the Goods then the Customer must hold the proceeds of
any such act on trust for DLS and must pay or deliver the proceeds to DLS on demand.
(d) the Customer should not convert or process the Goods or intermix them with other goods but if the Customer does so then the Customer
holds the resulting product on trust for the benefit of DLS and must sell, dispose of or return the resulting product to DLS as it so directs.
(e) the Customer irrevocably authorises DLS to enter any premises where DLS believes the Goods are kept and recover possession of the
(f) DLS may recover possession of any Goods in transit whether or not Delivery has occurred.

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(g) the Customer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods
while they remain the property of DLS.
(h) DLS may commence proceedings to recover the Price notwithstanding that ownership of the Goods has not passed to the Customer.
11. Personal Property Securities Act 2009 (“PPSA”)
11.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the
11.2 Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that these terms and conditions constitute
a security agreement for the purposes of the PPSA and creates a security interest in all Goods and/or collateral (account) – being a
monetary obligation of the Customer to DLS for Services – that have previously been supplied and that will be supplied in the future by DLS
to the Customer.
11.3 The Customer undertakes to:
(a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in
all respects) which DLS may reasonably require to;
(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities
(ii) register any other document required to be registered by the PPSA; or
(iii) correct a defect in a statement referred to in clause 11.3(a)(i) or 11.3(a)(ii);
(b) indemnify, and upon demand reimburse, DLS for all expenses incurred in registering a financing statement or financing change
statement on the Personal Property Securities Register established by the PPSA or releasing any registration made thereby;
(c) not register a financing change statement in respect of a security interest without the prior written consent of DLS;
(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral
(account) in favour of a third party without the prior written consent of DLS;
(e) immediately advise DLS of any material change in its business practices of selling the Goods which would result in a change in the
nature of proceeds derived from such sales.
11.4 DLS and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and
11.5 The Customer waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
11.6 The Customer waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
11.7 Unless otherwise agreed to in writing by DLS, the Customer waives their right to receive a verification statement in accordance with section
157 of the PPSA.
11.8 The Customer must unconditionally ratify any actions taken by DLS under clauses 11.3 to 11.5.
11.9 Subject to any express provisions to the contrary (including those contained in this clause 11) nothing in these terms and conditions is
intended to have the effect of contracting out of any of the provisions of the PPSA.
12. Security and Charge
12.1 In consideration of DLS agreeing to supply the Goods, the Customer 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 Customer either now or in the future, to secure the performance by
the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
12.2 The Customer indemnifies DLS from and against all DLS’ costs and disbursements including legal costs on a solicitor and own client basis
incurred in exercising DLS’ rights under this clause.
12.3 The Customer irrevocably appoints DLS and each director of DLS as the Customer’s true and lawful attorney/s to perform all necessary acts
to give effect to the provisions of this clause 12 including, but not limited to, signing any document on the Customer’s behalf.
13. Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)
13.1 The Customer must inspect the Goods on Delivery and must within seven (7) days of such time notify DLS in writing of any evident
defect/damage, shortage in quantity, or failure to comply with the description or quote. The Customer must notify any other alleged defect in
the Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification, the Customer must allow DLS to
inspect the Goods.
13.2 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and
warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (“
NonExcluded Guarantees”).
13.3 DLS acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
13.4 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, DLS makes no warranties or other
representations under these terms and conditions including but not limited to the quality or suitability of the Goods. DLS’ liability in respect of
these warranties is limited to the fullest extent permitted by law.
13.5 If the Customer is a consumer within the meaning of the CCA, DLS’ liability is limited to the extent permitted by section 64A of Schedule 2.
13.6 If DLS is required to replace the Goods under this clause or the CCA, but is unable to do so, DLS may refund any money the Customer has
paid for the Goods.
13.7 If the Customer is not a consumer within the meaning of the CCA, DLS’ liability for any defect or damage in the Goods is:
(a) limited to the value of any express warranty or warranty card provided to the Customer by DLS at DLS’ sole discretion;
(b) limited to any warranty to which DLS is entitled, if DLS did not manufacture the Goods;
(c) otherwise negated absolutely.
13.8 Subject to this clause 13, returns will only be accepted provided that:
(a) the Customer has complied with the provisions of clause 13.1; and
(b) DLS has agreed that the Goods are defective; and
(c) the Goods are returned within a reasonable time at the Customer’s cost (if that cost is not significant); and

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(d) the Goods are returned in as close a condition to that in which they were delivered as is possible.
13.9 Notwithstanding clauses 13.1 to 13.8 but subject to the CCA, DLS shall not be liable for any defect or damage which may be caused or
partly caused by or arise as a result of:
(a) the Customer failing to properly maintain or store any Goods;
(b) the Customer using the Goods for any purpose other than that for which they were designed;
(c) the Customer continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably
prudent operator or user;
(d) the Customer failing to follow any instructions or guidelines provided by DLS;
(e) fair wear and tear, any accident, or act of God.
13.10 In the case of second-hand Goods, unless the Customer is a consumer under the CCA, the Customer acknowledges that it has had full
opportunity to inspect the Goods prior to Delivery and accepts them with all faults and that to the extent permitted by law no warranty is
given by DLS as to the quality or suitability for any purpose and any implied warranty, statutory or otherwise, is expressly excluded. The
Customer acknowledges and agrees that DLS has agreed to provide the Customer with the Goods and calculated the Price of the Goods in
reliance of this clause 13.10.
13.11 DLS may in its absolute discretion accept non-defective Goods for return, in which case DLS may require the Customer to pay handling fees
of up to twenty percent (20%) of the value of the returned Goods, plus any freight costs.
13.12 Notwithstanding anything contained in this clause if DLS is required by a law to accept a return then DLS will only accept a return on the
conditions imposed by that law.
14. Intellectual Property
14.1 All copyright in all manuals, diagrams, drawings, plans and specifications that are provided to the Customer with the Goods remains the sole
and exclusive property of DLS, and such items are not to be reproduced without the prior written approval of DLS.
15. Default and Consequences of Default
15.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a
half percent (2.5%) per calendar month (and at DLS’ sole discretion such interest shall compound monthly at such a rate) after as well as
before any judgment.
15.2 If the Customer owes DLS any money the Customer shall indemnify DLS from and against all costs and disbursements incurred by DLS in
recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, DLS’ contract
default fee, and bank dishonour fees).
15.3 Further to any other rights or remedies DLS may have under this agreement, if a Customer has made payment to DLS by credit card, and
the transaction is subsequently reversed, the Customer shall be liable for the amount of the reversed transaction, in addition to any further
costs incurred by DLS under this clause 15 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to
the Customer’s obligations under this agreement.
15.4 Without prejudice to any other remedies DLS may have, if at any time the Customer is in breach of any obligation (including those relating to
payment) under these terms and conditions DLS may suspend or terminate the supply of Goods to the Customer. DLS will not be liable to
the Customer for any loss or damage the Customer suffers because DLS has exercised its rights under this clause.
15.5 Without prejudice to DLS’ other remedies at law DLS shall be entitled to cancel all or any part of any order of the Customer which remains
unfulfilled and all amounts owing to DLS shall, whether or not due for payment, become immediately payable if:
(a) any money payable to DLS becomes overdue, or in DLS’ opinion the Customer will be unable to make a payment when it falls due;
(b) the Customer has exceeded any applicable credit limit provided by DLS;
(c) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or
makes an assignment for the benefit of its creditors; or
(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the
16. Cancellation
16.1 Without prejudice to any other remedies DLS may have, if at any time the Customer is in breach of any obligation (including those relating to
payment) under these terms and conditions DLS may suspend or terminate the supply of Goods to the Customer. DLS will not be liable to
the Customer for any loss or damage the Customer suffers because DLS has exercised its rights under this clause.
16.2 DLS may cancel any contract to which these terms and conditions apply or cancel Delivery at any time before the Goods are delivered by
giving written notice to the Customer. On giving such notice DLS shall repay to the Customer any money paid by the Customer for the
Goods. DLS shall not be liable for any loss or damage whatsoever arising from such cancellation.
16.3 In the event that the Customer cancels Delivery, the Customer shall be liable for any and all loss incurred (whether direct or indirect) by DLS
as a direct result of the cancellation (including, but not limited to, any loss of profits).
16.4 Cancellation of orders for Goods made to the Customer’s specifications, or for non-stocklist items, will definitely not be accepted once
production has commenced, or an order has been placed.
17. Privacy Act 1988
17.1 The Customer agrees for DLS to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name,
address, D.O.B, occupation, previous credit applications, credit history) about the Customer in relation to credit provided by DLS.
17.2 The Customer agrees that DLS may exchange information about the Customer with those credit providers and with related body corporates
for the following purposes:
(a) to assess an application by the Customer; and/or
(b) to notify other credit providers of a default by the Customer; and/or
(c) to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other
credit providers; and/or

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(d) to assess the creditworthiness of the Customer including the Customer’s repayment history in the preceding two (2) years.
17.3 The Customer consents to DLS being given a consumer credit report to collect overdue payment on commercial credit.
17.4 The Customer agrees that personal credit information provided may be used and retained by DLS for the following purposes (and for other
agreed purposes or required by):
(a) the provision of Goods; and/or
(b) analysing, verifying and/or checking the Customer’s credit, payment and/or status in relation to the provision of Goods; and/or
(c) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Customer; and/or
(d) enabling the collection of amounts outstanding in relation to the Goods.
17.5 DLS may give information about the Customer to a CRB for the following purposes:
(a) to obtain a consumer credit report;
(b) allow the CRB to create or maintain a credit information file about the Customer including credit history.
17.6 The information given to the CRB may include:
(a) personal information as outlined in 17.1 above;
(b) name of the credit provider and that DLS is a current credit provider to the Customer;
(c) whether the credit provider is a licensee;
(d) type of consumer credit;
(e) details concerning the Customer’s application for credit or commercial credit (e.g. date of commencement/termination of the credit
account and the amount requested);
(f) advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty
(60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that
the Customer no longer has any overdue accounts and DLS has been paid or otherwise discharged and all details surrounding that
discharge (e.g. dates of payments);
(g) information that, in the opinion of DLS, the Customer has committed a serious credit infringement;
(h) advice that the amount of the Customer’s overdue payment is equal to or more than one hundred and fifty dollars ($150).
17.7 The Customer shall have the right to request (by e-mail) from DLS:
(a) a copy of the information about the Customer retained by DLS and the right to request that DLS correct any incorrect information; and
(b) that DLS does not disclose any personal information about the Customer for the purpose of direct marketing.
17.8 DLS will destroy personal information upon the Customer’s request (by e-mail) or if it is no longer required unless it is required in order to
fulfil the obligations of this agreement or is required to be maintained and/or stored in accordance with the law.
17.9 The Customer can make a privacy complaint by contacting DLS via e-mail. DLS will respond to that complaint within seven (7) days of
receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the
event that the Customer is not satisfied with the resolution provided, the Customer can make a complaint to the Information Commissioner at
18. Unpaid Seller’s Rights
18.1 Where the Customer has left any item with DLS for repair, modification, exchange or for DLS to perform any other service in relation to the
item and DLS has not received or been tendered the whole of any moneys owing to it by the Customer, DLS shall have, until all moneys
owing to DLS are paid:
(a) a lien on the item; and
(b) the right to retain or sell the item, such sale to be undertaken in accordance with any legislation applicable to the sale or disposal of
uncollected goods.
18.2 The lien of DLS shall continue despite the commencement of proceedings, or judgment for any moneys owing to DLS having been obtained
against the Customer.
19. Service of Notices
19.1 Any written notice given under this contract shall be deemed to have been given and received:
(a) by handing the notice to the other party, in person;
(b) by leaving it at the address of the other party as stated in this contract;
(c) by sending it by registered post to the address of the other party as stated in this contract;
(d) if sent by facsimile transmission to the fax number of the other party as stated in this contract (if any), on receipt of confirmation of the
(e) if sent by email to the other party’s last known email address.
19.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of
post, the notice would have been delivered.
20. Trusts
20.1 If the Customer at any time upon or subsequent to entering in to the contract is acting in the capacity of trustee of any trust (“Trust”) then
whether or not DLS may have notice of the Trust, the Customer covenants with DLS as follows:
(a) the contract extends to all rights of indemnity which the Customer now or subsequently may have against the Trust and the trust fund;
(b) the Customer has full and complete power and authority under the Trust to enter into the contract and the provisions of the Trust do not
purport to exclude or take away the right of indemnity of the Customer against the Trust or the trust fund. The Customer will not release
the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity.
(c) the Customer will not without consent in writing of DLS (DLS will not unreasonably withhold consent), cause, permit, or suffer to happen
any of the following events;
(i) the removal, replacement or retirement of the Customer as trustee of the Trust;
(ii) any alteration to or variation of the terms of the Trust;
(iii) any advancement or distribution of capital of the Trust; or

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(iv) any resettlement of the trust property.
21. General
21.1 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it
affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or
unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
21.2 These terms and conditions and any contract to which they apply shall be governed by the laws of Western Australia, the state in which DLS
has its principal place of business, and are subject to the jurisdiction of the Perth Courts in that state.
21.3 Subject to clause 13 DLS shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense
(including loss of profit) suffered by the Customer arising out of a breach by DLS of these terms and conditions (alternatively DLS’ liability
shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
21.4 DLS may licence and/or assign all or any part of its rights and/or obligations under this contract without the Customer’s consent.
21.5 The Customer cannot licence or assign without the written approval of DLS.
21.6 DLS may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this contract by so
doing. Furthermore, the Customer agrees and understands that they have no authority to give any instruction to any of DLS’ sub-contractors
without the authority of DLS.
21.7 The Customer agrees that DLS may amend these terms and conditions by notifying the Customer in writing. These changes shall be
deemed to take effect from the date on which the Customer accepts such changes, or otherwise at such time as the Customer makes a
further request for DLS to provide Goods to the Customer.
21.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other
event beyond the reasonable control of either party.
21.9 Both parties warrant that they have the power to enter into this contract and have obtained all necessary authorisations to allow them to do
so, they are not insolvent and that this contract creates binding and valid legal obligations on them.