1. DEFINITIONS

1.1.                   In these Terms unless the context requires otherwise the following expressions shall have the following meanings                                       respectively;

1.1.1.             “AREALUX” means AREALUX Pty Ltd (ACN 621 826 560).

1.1.2.             “Australian Consumer Law” means the law as set out in Schedule 2 of the Competition and Consumer Act 2010

1.1.3.             "Contract” means all those documents comprising the agreed terms of sale of Goods by AREALUX to the Customer including but not limited to purchase orders, invoices, these Terms and such other written material of AREALUX relating to the Goods and which is issued to or brought to the notice of the Customer and any writing of the Customer issued to AREALUX and accepted by AREALUX as constituting a term or condition of the Contract.

1.1.4.             "Customer” means the Customer which purchases the Goods.

1.1.5.             “Goods" means any goods and/or services supplied by AREALUX to the Customer.

1.1.6.             "PPSA" means the Personal Property Securities Act 2009 as amended. If a term used in these Terms has a particular meaning in the PPSA, it has the same meaning in these Terms.

1.1.7.             "Terms" means these Trading Terms and Conditions.

 

2. QUOTATIONS, CONTRACTS AND TERMS

2.1.                   A quotation given by AREALUX does not constitute an offer to provide any Goods.

2.2.                   A quotation is valid for the period described in the quotation or, if no period is described, for thirty (30) days only and AREALUX reserves the right to withdraw or amend it at any time before acceptance.

2.3.                   A Contract will only be formed after AREALUX accepts an order or offer made by the Customer in writing, or in such manner as determined by AREALUX at its sole discretion, and will be subject to these Terms.

2.4.                   These Terms replace all trading terms and conditions which may have applied between AREALUX and the Customer.

2.5.                   These Terms apply to the exclusion of any conditions or terms of purchase which the Customer may use or purport to apply to the Contract.

2.6.                   AREALUX may vary these terms at any time by giving notice to the Customer.

2.7.                   These Terms replace in their entirety any previous terms and conditions published, issued or used by AREALUX.

2.8.                   A Contract may be altered only in writing signed by each party.

2.9.                   A Contract constitutes the entire agreement between the parties about its subject matter and supersedes any prior understanding, agreement, condition, warranty, indemnity or representation about its subject matter.

2.10.               Contracts cannot be cancelled unless agreement in writing is reached with AREALUX and then only on terms that indemnifies AREALUX against loss.

 

3. PRICE

3.1.                   The price payable for the Goods is the price or prices stated or otherwise set out in the Contract, AREALUX’s standard work order form or as otherwise notified to the Customer in writing.

3.2.                   Any additions or increases in the price or prices stated or otherwise set out in the Contract as a result of any additions or increases in charges, taxes (including the rate of GST) or costs associated with the supply of goods and/or services by AREALUX, including without limitation increases due to variations in exchange rates, the cost of materials or labour and/or the cost of conforming with any relevant legislation, court orders, regulations or bylaws, between the date of AREALUX’s acceptance of the Customer’s order and the date of supply of the relevant goods and/or services shall be borne by the Customer.

3.3.                   If the quotation specifies that a deposit is payable, the Customer must pay the deposit to AREALUX when accepting the quotation.  Pursuant to clause 2.3, no Contract is formed until this deposit is paid, and no order will commence until a Contract is formed.

3.4.                   Unless otherwise specified in the Contract, prices are quoted on an Ex Works (EXW) basis.  Delivery charges EXW-Brisbane are to be confirmed.

3.5.                   Unless otherwise specified in the Contract, all, prices are strictly net and exclusive of GST.

3.6.                   The Customer must pay any GST applicable to the supply by AREALUX of the Goods. AREALUX must provide a tax invoice to the Customer.

3.7.                   Any prices quoted by AREALUX include AREALUX's standard basic packaging costs. If the Customer requires a different means of packaging, the Customer will be responsible for any additional packaging costs and AREALUX shall not be liable for any damage or loss occurring as a result of the goods being packed in accordance with the Customer’s instructions.

3.8.                   If AREALUX offers a discount to the Customer in respect of Goods the subject of a Contract:

3.8.1.             AREALUX is not bound to give any similar discount in respect of Goods the subject of any other Contract; and

3.8.2.             AREALUX may withdraw the discount in the event the Customer does not meet the payment terms applicable to the Contract.

3.9.                   AREALUX reserves the right to charge the Customer for any work undertaken and/or costs incurred as a result of the Customer varying its order or the Contract, correcting any errors or omissions referred to in clause 3.10, or requiring Goods urgently.

3.10.               AREALUX will not be responsible for any errors or omissions in the supply of the Goods where those errors or omissions result wholly or partially from incomplete or unclear instructions in the Customer’s order.

 

4. DESCRIPTION OF GOODS, SPECIFICATIONS AND DRAWINGS 

4.1.                   Any quantities, weights or dimensions included in any quotation, catalogues, illustrations, drawings, data, price lists or shipping specifications are approximates only and will not be binding unless and to the extent only that such details are specified in a contract with a Customer.  Without limiting any rights of the Customer under the Australian Consumer Law, the Customer waives any claim for failure of the Goods to conform to such specifications, drawings, data or other material.

4.2.                   Technical documents, specifications or drawings submitted to a Customer before or at any time after a Contract is formed constitutes confidential information (to the extent that it is not in the public domain) and remain the property of AREALUX at all times. This confidential information may not be transmitted to a third party, copied, reproduced or used by the Customer unless the terms of the Contract permit it or the prior written permission of AREALUX is obtained.

4.3.                   Where technical documents, specifications or drawings submitted by AREALUX with or as part of a proposal are not incorporated into a Contract between AREALUX and the Customer they shall be returned to AREALUX within 7 days of expiry of the proposal or otherwise as reasonably required by AREALUX.

 

5. DELIVERY

5.1.                   Any delivery times which may be contained in any quotation are estimates only and are calculated from the date the Customer's order is accepted by AREALUX and the Customer provides to AREALUX all information required by AREALUX to commence work to fill the order.

5.2.                   AREALUX shall not be liable for any loss or damage suffered by a Customer by reason of a delay, suspension or cancellation of any orders in part or in whole for any reason beyond the control of AREALUX, breakage or failure of any machinery or apparatus required to deliver the Goods or labour trouble, strikes, lockouts or injunctions. Orders delayed, suspended or cancelled under this clause may at the option of AREALUX be cancelled completely or delivered at a later time, (without any liability attaching to AREALUX as a consequence) and in either case, AREALUX shall notify the Customer in writing accordingly.

5.3.                   After delivery of the Goods to the Customer, AREALUX shall not be responsible or liable to the Customer, and the Customer releases and discharges AREALUX, (in the absence of any wilful or negligent act or omission on the part of AREALUX) for and from any liability, claim, loss, damage, or expense of any kind or nature (including but not limited to loss of profits, earnings or income, direct, indirect, consequential, contingent or resulting liability, loss or damage whether to persons, property or otherwise) or death or injury caused by or arising out of or relating in any manner or incidental to the use of the Goods or the delivery of the Goods.

5.4.                   Except as set out in clause 14:

5.4.1.             no delay in delivery or despatch of the Goods shall relieve the Customer of its obligations to accept or pay for the Goods;

5.4.2.             The Company reserves the right to deliver by portion and delivery by portion shall not entitle the Customer to repudiate the Contract.

5.5.                   Delivery will be taken to have occurred when the Goods are off-loaded by the Customer at their premises or at such other delivery address as may be specified by the Customer or, where Goods are collected from AREALUX, upon collection by the Customer or the Customer’s agent.

5.6.                   All Goods are at the risk of the Customer after delivery in accordance with clause 

5.7.                   If AREALUX in its absolute discretion agrees to deliver the Goods to a delivery address specified by the Customer which is not the address of the Customer’s premises, then the Customer must ensure that someone is present at the delivery address to unload and verify delivery of the Goods, otherwise the Company may in its discretion unload the Goods and leave them at the premises in which case the Goods will be deemed delivered, or the Company may retain the Goods and the Customer will be liable for any costs incurred including freight and holding charges.

5.8.                   AREALUX reserves the right to refuse to deliver the Goods under the Contract if the Customer is in default of any of its payment obligations under any one or more Contracts.

5.9.                   AREALUX reserves the right to choose or vary the means, route and procedure of delivery, transport and handling of goods.  If the Customer requires a different means, route or procedure, the cost of delivery shall be borne by the Customer notwithstanding any other provision of this Contract.

5.10.               No claim in relation to damaged goods or shortage of quantity may be made unless such claim is made by the Customer in writing to AREALUX within 7 days of delivery of the goods to the Customer.  AREALUX’s only liability for any such loss or damage shall be, in its sole discretion, to replace or repair goods lost or damaged.

 

6. LIMITATIONS ON LIABILITY

6.1.                   The Goods comprise AREALUX's assessment of the best way to manage the Customer's needs. Unless a specific representation about performance or outcome is made part of the Contract, any expected results from the Goods communicated by AREALUX to the Customer are AREALUX's assessment of the most likely outcome for the Customer and do not and shall not be deemed to constitute a warranty or guarantee by AREALUX that any expected results will in fact be achieved by the Goods.

6.2.                   Subject to the provisions of the Contract, all and any express or implied terms, conditions, warranties and representations with respect to the standard, quality, condition, fitness, durability or suitability of the Goods (except those expressly contained in these Terms or otherwise expressly agreed to in writing by AREALUX) are to the extent that the same may be excluded by law, hereby expressly negatived and excluded.

6.3.                   The Customer must satisfy itself as to the standard, quality and suitability of the Goods and the fitness of the Goods for the purpose(s) for which the Goods are being purchased and as to its compliance with the description (if any) of such Goods. Any description shall be by way of identification only and the use of a description shall not of itself make any Contract a contract of sale by description.

6.4.                   These Terms shall not exclude restrict or modify or have the effect of excluding restricting modifying the application in relation to a Contract of all or any of the provisions of Division 1 of Part 3-2 of Schedule 2 to the Competition and Consumer Act 2010 ("the Act") or the exercise of right conferred by such a provision or any liability of AREALUX for breach of a guarantee implied by such a provision all other guarantees, conditions or warranties which would or might otherwise be implied are hereby expressly excluded and negatived.

6.5.                   To the extent that the Competition and Consumer Act 2010 permits AREALUX to limit its liability for a breach of a guarantee implied pursuant to Division 1 of Part 3-2 of Schedule 2 of the Act, then AREALUX’s liability for such breach including any consequential loss which the Customer or any third party may sustain or incur shall be limited, at the option of AREALUX, to:

6.5.1.             the replacement or repair of the Goods supplied to the Customer;

6.5.2.             the supply to the Customer of equivalent Goods; or

6.5.3.             the payment of the cost or replacing or repairing the Goods or of having the equivalent Goods supplied again, whichever may be determined in the absolute discretion of AREALUX to be appropriate in the circumstances.

6.6.                   The Customer must within thirty (30) days of the Customer first becoming aware of any facts giving rise to a claim against AREALUX under clause 6 of these Terms inform AREALUX in writing, setting out the full particulars of the claim and where possible deliver freight prepaid to AREALUX any allegedly defective Goods so as to enable them to be examined by AREALUX.

6.7.                   The benefits of any warranty in this clause 6 shall not apply in the case of:

6.7.1.             defects in any Goods made known to the Customer before entering in to the Contract;

6.7.2.             defects in any Goods caused by the Customer's misuse or neglect;

6.7.3.             defects generally in any Goods which become apparent more than 12 months after the date the Goods are despatched to the Customer (unless a longer period is considered reasonable in all the circumstances); or

6.7.4.             Goods, which have been altered or added to or otherwise modified without the prior written consent of AREALUX.

6.8.                   Should AREALUX be delayed, hindered, or otherwise prevented from complying with the terms of the Contract by reason of events or circumstances beyond the reasonable control of AREALUX including but not limited to Acts of God, wars, riots, strikes, lockouts, trade disputes or labour disturbances, breakdown of plant or machinery, accident, storm, fire, flood, difficulties in obtaining materials, transport or labour or any other circumstances affecting the supply of goods or services, then AREALUX shall not be liable to the Customer for any loss or damage which may be suffered by the Customer whether as a direct or indirect result of any such occurrences.

 

7. WARRANTY

7.1.                   AREALUX will use reasonable endeavours to transfer warranties given by the third party manufacturer of the goods supplied to the extent those warranties are transferrable. However, AREALUX will not be liable for negotiating with the manufacturer on behalf of the Customer and will not be liable to provide warranties to the Customer in addition to those provided by the manufacturer and transferred under this clause.

7.2.                   The content of any third party manufacturer’s warranties may be provided upon request to AREALUX.  These warranties will be subject to their own terms and conditions with which the Customer should be familiar.

 

8. AUSTRALIAN CONSUMER LAW

8.1.                   Where the Contract under which the Customer purchases the Goods is a Consumer Contract :

8.1.1.             the Goods are purchased subject to the Consumer Guarantees;

8.1.2.             where the Goods are not of a kind ordinarily acquired for personal, domestic or household use or consumption, then, unless the Company is the manufacturer of the Goods under the Australian Consumer Law, the Company’s liability for breach of an Consumer Guarantee is limited at the Company’s option to repairing or replacing the Goods, supplying equivalent goods or paying the costs of the repair or replacement of the Goods or of acquiring equivalent goods.

8.2.                   Where the Customer acquires goods for resupply to a Consumer the Company’s liability to the Customer in connection with any breach of a Consumer Guarantee in respect of the Goods is excluded to the maximum extent permitted by law, but where such liability may not be excluded, it is limited to paying to the Customer an amount equal to the cost of replacing the Goods, supplying equivalent goods or having the Goods repaired, whichever is the lower amount.

 

9. PASSING OF TITLE

9.1.                   Title to any Goods supplied by AREALUX to the Customer as part of the order shall not pass to the Customer until such time (“the specified time”) as the cost of the Goods and all other moneys (if any) due from the Customer to AREALUX in respect of the Goods or under any Contract between AREALUX and the Customer shall have been paid to AREALUX in full.

9.2.                   Until the specified time, the Customer shall be only a bailee of any Goods for AREALUX and the Customer shall:

9.2.1.             hold the Goods until the specified time as to enable them always readily to be identified as the property of AREALUX; and

9.2.2.             upon written demand re-deliver the Goods or materials to AREALUX or allow AREALUX by its servants or agents to enter upon any premises where the Goods are stored to recover the same.

9.3.                   Where the title and property in any Goods has not passed, the Customer may nevertheless dispose of these Goods by re-sale to a bona fide purchaser provided that such disposals are in the ordinary course of the Customer’s business; and no event as specified in clause 14.2 has occurred.

9.4.                   The Customer must not deal with the Goods if both conditions are not met. It is agreed that by the disposal of such Goods, the Customer assigns to AREALUX (the assignment being absolute and not by way of security) all monetary proceeds received by or on behalf of the Customer in respect to the Goods.

9.5.                   The Customer must observe the following fiduciary obligations with respect to any disposal of Goods to a re-sale authorised by clause 9.3:

9.5.1.             the Customer must maintain records of all disposals of the Goods and must permit inspection of these records by AREALUX promptly upon request; and

9.5.2.             the Customer must hold the assigned proceeds on trust for AREALUX. The total debts owing by the Customer to AREALUX will be reduced by the proceeds.

9.6.                   The Customer indemnifies AREALUX against any claim, action, damage, loss, liability, cost, expense that AREALUX suffers, incurs or is liable for in respect of AREALUX’s exercise of its rights under this clause.

9.7.                   Any Goods shall be at AREALUX's risk until the time they are delivered to the Customer, when risk passes to the Customer.

9.8.                   The Customer must do all things reasonably required by AREALUX in respect of the registration or perfection of AREALUX’s interest in the Goods under this clause or the enforcement of AREALUX’s rights under the PPSA in respect of the Goods.

 

10. APPLICATION OF THE PERSONAL PROPERTIES SECURITY ACT

10.1.                   This clause applies to the extent that AREALUX's interest in any Goods is a security interest.

10.2.                   The Goods may include such things as lights, lighting products and control gear.

10.3.                   The Customer acknowledges and agrees that AREALUX may apply to register a security interest in the Goods at any time before or after delivery of the Goods.

10.4.                   The Customer waives its right under s 157 of the PPSA to receive notice of any verification of the registration.

10.5.                   AREALUX can apply amounts it receives from the Customer towards amounts owing to it in such order as AREALUX chooses.

10.6.                   If the Customer defaults in the performance of any obligation owed to AREALUX under any Contract or any other agreement for AREALUX to supply Goods to the Customer, AREALUX may enforce its security interest in any Goods by exercising all or any of its rights under these Terms or the PPSA. To the maximum extent permitted by law, the Customer and AREALUX agree that the following provisions of the PPSA do not apply to the enforcement by AREALUX of its security interest in the Goods and for the purposes of section 115 of the PPSA are contracted out of this Agreement: sections 95, 96, 118, 121(4), 125, 130, 132(3)(d), 132(4), 135, 142 and 143.

10.7.                   The Customer and AREALUX agree not to disclose information of the kind mentioned in s 275(1) of the PPSA, except in circumstances required by sections 275(7)(b)-(e) of the PPSA.

10.8.                   The Customer must promptly do anything required by AREALUX to ensure that AREALUX's security interest is a perfected security interest and has priority over all other security interests in the Goods.

10.9.                   The Customer must pay all costs associated with the preparation, execution and registration of any instrument which is executed for the purposes of giving effect to this clause and must also pay all costs associated with the withdrawal, discharge or release of such instrument.

10.10.               Nothing in this clause 10 is limited by any other provision of these Terms or any other agreement between the parties.

 

11. PAYMENT TERMS

11.1.                   The Customer shall be invoiced in accordance with the Contract and if the Contract is silent, then at the time of delivery of Goods or when the Customer is notified that the Goods are available for delivery as the case may be.

11.2.                   All invoices shall be due and payable by the time specified in the Contract and if the proposal is silent, then within 7 days from date of invoice, or as AREALUX in its sole discretion considers appropriate.

11.3.                   Where a quotation specifies a deposit, in accordance with clauses 2.3 and 3.3 payment of the deposit is required for the Contract to be formed.

11.4.                   Complete payment for the Goods must be made in immediately available funds no later than the time the Goods are ready for delivery to the Customer.

11.5.                   If payment is not made in the times specified in clause 11.4 the Customer will be in default under the Contract and AREALUX may do any or all of the following:

11.5.1.             charge interest on overdue amounts at the rate of 12% per annum, calculated on daily balances until payment is made in full;

11.5.2.             decline to supply any further Goods to the Customer;

11.5.3.             change the terms on which any future Goods are provided; and

11.5.4.             demand payment of all monies payable by the Customer to AREALUX on any account whatsoever, whether or not the amounts claimed are due and payable.

11.6.                   The Customer shall not (nor shall it be entitled to) set off or deduct from the amount payable to AREALUX under any Contract, any amounts payable by AREALUX to the Customer under these terms and conditions of sale or any Contract.

11.7.                   Any and all expenses, costs and disbursements incurred by AREALUX in recovering any outstanding monies including debt collection agency fees and solicitors costs shall be paid by the Customer.

11.8.                   The Customer as beneficial owner charges in favour of AREALUX all of its interest in all of the present and future real property of the Customer as security for the due and punctual payment of all debts and monetary liabilities owed by the Customer to AREALUX pursuant to a Contract. The Customer consents to AREALUX lodging a caveat to note its interest. Upon demand by AREALUX, the Customer agrees to immediately execute a mortgage on terms satisfactory to AREALUX to more particularly describe the security interest conferred by this clause. Should the Customer fail within a reasonable time of such demand to execute such mortgage then the Customer irrevocably appoints AREALUX as its attorney with authority to do on its behalf anything that it may lawfully authorise an attorney to do including, without limitation, to sign any document and to take possession of, use, sell or otherwise dispose of any real property of the Customer.

 

12. PRIVACY ACT

12.1.                   AREALUX discloses that certain items of personal information about the Customer contained in any credit application by the Customer may be disclosed to a credit reporting agency.

12.2.                   The Customer consents to disclosure of the personal information pursuant to clause 12.1 and consents to AREALUX disclosing any information derived from any credit application and any other information relating to the Customer which AREALUX may hold to any other credit provider for the purpose of providing a reference to AREALUX in relation to the Customer.

12.3.                   The Customer acknowledges and consents to AREALUX obtaining a consumer credit report about the Customer from a credit reporting agency.

 

13. INTELLECTUAL PROPERTY

13.1.                   The supply of goods or services to the Customer does not constitute a transfer of any intellectual property rights in the goods or services of any part thereof. The Customer shall not do anything inconsistent with or in infringement of such intellectual property rights including but not limited to the decompilation, disassembly and re-engineering thereof.

13.2.                   AREALUX does not warrant that the supply by it and the use by the Customer of the goods and services does not and will not infringe the intellectual property rights of any third party whether such rights take the form of letters patent, registered designs, copyright, trade mark, or any other similar right.

13.3.                   Where AREALUX provides the goods or services to the Customer’s design and specifications the Customer agrees to indemnify and keep indemnified AREALUX against all actions, claims, loss, damages, costs and fines that AREALUX may incur or suffer as a result of a claim by a third party that the manufacture and sale by AREALUX of the goods or any part thereof or the provision of the services infringes any intellectual property right of such third party.

 

14. CANCELLATION, TERMINATION AND DEFAULT

14.1.                   Any request for cancellation of an order for Goods must be made in writing. Any request for cancellation shall be of no force or effect and shall not be binding on AREALUX unless and until the request for cancellation is accepted by AREALUX in writing. Consent to a request for cancellation of any order for Goods shall be at the sole and absolute discretion of AREALUX.

14.2.                   AREALUX may terminate any Contract without notice if the Customer:

14.2.1.             Is in breach of any term of the Contract and fails to remedy the breach within 14 days of notice in writing by AREALUX specifying the breach and requiring the Customer to remedy it.

14.2.2.             Has failed or refused to take delivery of goods subject of the Contract and such failure or refusal continues for a period of 14 days after AREALUX has notified the Customer that the goods are ready for delivery or dispatch, as the case may be, and/or the Customer has failed or refused to allow AREALUX to supply services the subject of the Contract and such failure or refusal continues for a period of 14 days after AREALUX has notified the Customer that it is ready, willing and able to supply such services; or

14.2.3.             Is declared bankrupt, resolves to go into voluntary administration or liquidation or has a petition for bankruptcy or winding up presented against it or enters into a scheme of arrangement with its creditors or if any liquidator, provisional liquidator, administrator, receiver, and manager or official manager is appointed in respect of the Customer or if anything analogous occurs in respect of the Customer.

14.3.                   In the event of termination under clause 14.2 AREALUX shall, after taking into account payments made by the Customer, be entitled to be paid by the Customer for work done and expenditure made under the Contract up to and including the date of termination and any direct and indirect loss suffered by AREALUX including without limitation AREALUX’s loss of profit on the agreement and the legal costs of AREALUX (on a full indemnity basis) incurred in relation to the termination and any prior breach and in exercising any rights and remedies as a consequence of the termination and any prior breach.

14.4.                   In the event that the Customer cancels a Contract, without limiting AREALUX’s rights:

14.4.1.             AREALUX may retain any deposit or other sums paid on account of the Goods; and

14.4.2.             if payment for the Goods is not already made in full, the Customer will be responsible for any losses incurred by AREALUX in respect of such cancellation (including loss of profits, loss of anticipated savings, economic loss or interruption of business loss or other incidental, consequential or indirect damages).

14.5.                   Termination of the Contract pursuant to this clause shall be without prejudice to the rights of AREALUX accruing up to the date of termination.

14.6.                   Notwithstanding any other provision of the Contract, if the Customer breaches a term of this Contract AREALUX shall not be bound to perform its obligations under the Contract until the breach is remedied by the Customer.

 

15. GOVERNING LAW

15.1.                   Any Contract is governed by the laws of Queensland and the parties submit to the exclusive jurisdiction of the courts of that State.

 

16. WAIVER

16.1.                   A party does not waive a right or power simply because it fails to exercise or delays exercising that right or power. A single exercise or power does not prevent in exercising it again or exercising any other right or power. A right or power may only be waived in writing signed by the party to be bound by the waiver.

 

17. SEVERABILITY

17.1.                   Any provision in these Terms which is invalid or unenforceable is to be read down, if possible, so as to be valid and enforceable. Otherwise, the offending provision may be severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of these Terms.

 

18. NOTICES

18.1.                   Any notice to be given or an invoice to be issued by AREALUX under these Terms must be signed or given on AREALUX's behalf by a person authorised to do so and may be given or issued by:

18.1.1.             leaving it at, or posting it to, the Customer's address last notified in writing to AREALUX; emailing it to the Customer's last known email address; or

18.1.2.             faxing it to the Customer's last fax number, last notified in writing to AREALUX.

18.2.                   Any notice posted to a Customer will be deemed to have been received by the Customer three business days after the date on which the notice was posted.

18.3.                   Any notice emailed to a Customer will be deemed to have been received at the time it is sent from AREALUX's server unless AREALUX receives an email bounce back indicating the email could not be delivered.

18.4.                   Any notice faxed to a Customer will be deemed to have been received by the Customer when transmitted to the Customer and AREALUX has received a successful facsimile transmission report.

 

19. ASSIGNMENT

19.1.                   The Customer may not assign any of its rights or obligations under any Contract without AREALUX's prior written consent, which may be given or refused in AREALUX's absolute discretion.

20. INTERPRETATION

20.1.                   In these Terms, unless the context otherwise requires:

20.1.1.             if the Customer comprises more than one person, any promise or agreement by the Customer binds each person individually and all of them jointly;

20.1.2.             a reference to the Customer includes the Customer's legal personal representatives, administrators and successors;

20.1.3.             a reference to legislation includes any amendment to that legislation, any consolidation or replacement of it and any subordinate legislation made under it;

20.1.4.             words employing the singular number or plural number will be deemed to include the plural number and the singular number respectively;

20.1.5.             any words importing any gender will include every gender;

20.1.6.             headings do not affect interpretation;

20.1.7.             an unenforceable provision or part of a provision may be severed, and the remainder of these Terms continues in force, unless this would materially change the intended effect of these Terms;

20.1.8.             the meaning of general words is not limited by specific examples introduced by ‘including’, ‘for example’ or similar expressions.