Reseller Terms & Conditions

TERMS AND CONDITIONS

DEFINITIONS AND INTERPRETATION:

Definitions and Interpretation

Whenever used in this Agreement, the following terms shall have the following meanings respectively, unless otherwise specified:

1. “Agreement” means this Dealer Agreement, the headings, the Terms and Conditions and all Schedules attached hereto, as well as all amendments, additions, restatements and modifications made thereto and all other documents incorporated herein or therein by reference, all of which are hereby made and are an integral part of and will be read as if included within the text of this Agreement.
2. “Australian Consumer Law” means the law as it is set out in Schedule 2 of the Competition and Consumer Act 2010.
3. "Recommended Minimum Price" means the price designated by the Supplier to the Dealer from time to time.
4. “Business Day” means each of Monday, Tuesday, Wednesday, Thursday and Friday, except where any such day occurs on a statutory holiday observed in the State of Victoria;
5. “Confidential Information” means any and all information, documentation and knowledge in any form relating to the Supplier, not generally known to the public, disclosed to or which may be obtained directly or indirectly by the Dealer or which may be derived in any way by it as a consequence of the performance of its obligations under this Agreement, including, without limitation, information relating to the Supplier’s present and contemplated Products and services; Product design; invention; improvements; standards; specifications; systems; methods; operating procedures; techniques and modes of manufacturing; compounding or preparing Products; formulations and recipes; merchandising; marketing plans and strategies; tests and reports; profits; costs; pricing; Products; sourcing and sales policies and strategies; buying habits and preferences of present customers of the Supplier as well as prospective and potential customers, their names and addresses; trade secrets; know-how; data; research and development; patent; trade-mark; copyright; industrial design and all other intellectual property rights and shall also include the terms of this Agreement.
6. “Dealer” and “Authorised Dealer” shall mean the Person who has applied to become an authorised dealer for the supply and receipt of the sale of the Products from the Supplier and who has been accepted by the Supplier for that purpose.
7. “Defect” means a defect in any Product which is caused by the Supplier in the manufacturing process or in the design or packaging of the Product, which renders it not useable in the ordinary course of the business of the Dealer or not fit for its intended purpose as defined under the Australian Consumer Law and that is not identifiable by basic examination of such Product.
8. “GST” means goods and services tax as due under the GST Act.
9. “GST Act” means A New Tax System (Goods and Services Tax) Act 1999 (Cth); and GST includes penalties and interest.
10. “Loss” means and includes any and all claims, demands, suits, proceedings, damages, liabilities, costs or losses of any nature or kind whatsoever (including any legal costs) suffered or incurred or which may be suffered or incurred.
11. “Party” and “Parties” shall mean each party to this Agreement.
12. “Person” means any person, individual, firm, association, syndicate, partnership, joint venture, trustee, trust, corporation, division of a corporation, unincorporated organisation or other entity of a Government agency or political sub-division thereof.
13. “Product(s)” means all finished goods and products whether manufactured by the Supplier or not and sold by the Supplier to the Dealer and as set forth from time to time in the Product Schedule as attached and as may be supplemented or changed by the Supplier, in its sole discretion from time to time.
14. “Supplier” means Traction Industries Pty Ltd ACN 149 505 475 C/- Simon Jones & Co, Suite 23, Level 1, 2-14 Station Place, Werribee VIC 3030..
15. “Term” means the term of this Agreement as set forth in clause 15 of this Agreement, comprising the initial Term and any renewal Term.
16. “Tier Rating” means the rating applied to the Dealer by the Supplier from time to time in accordance with the Table detailed in the Tier Schedule.
17. “Trade-Marks” means all the trade-marks and trade names, whether or not registered, which appear on the Supplier's Products which are owned and used by or under licence from the Supplier and which appear on the Products, including without limitation, the Trade-Marks.
18. “Website” or “Supplier’s Website” shall mean the operating web-site of the Supplier, being www.carbuilders.com.au or such other web-site as notified to the Dealer by the Supplier from time to time.
The following Schedules are incorporated into this Agreement by reference and form an integral part hereof:
1. Tier Schedule (Schedule which details the tier rating that a Dealer will be assigned, as detailed in the Tier Schedule); and
2. Product Schedule (list of products available to be purchased from the Supplier).
Appointment, Acceptance and Scope

Non-Exclusive Appointment

1. Subject to the Dealer’s proper observance of these Terms and Conditions, the Supplier agrees to supply and sell to the Dealer the Supplier’s Products on a non-exclusive basis.

To Promote the Products

1. The Dealer agrees to exercise its best efforts to:

Promote the sale of and obtain orders for the Products;
Abide by the Supplier’s policies and procedures with regard to the purchase, sale and support of the Products; and
Conduct its business in a manner that reflects favourably at all times on the Supplier and the good name, goodwill and reputation of the Supplier.

1. The Dealer acknowledges and agrees that it has no right or claim of any type to the Products or any aspect thereof other than as created in these Terms and Conditions.
2. The Dealer acknowledges that the Products consist of those items or classifications of items as detailed in the Product Schedule (as amended from time to time) by the Supplier and that the Dealer shall make no claim nor demand upon the Supplier in respect of any change, addition or deletion of such items from the Supplier’s list of Products.

Third Party Agents

1. The Dealer shall not sell, licence or contract the sale of the Products through third parties (such as other dealers, value added re-sellers or agents) without the Supplier’s prior written consent to such relationship (including the specific terms of the relationship).

Relationship of the Parties

1. The Dealer is an independent contractor. Nothing in this Agreement shall constitute a partnership or joint venture between the parties or constitute the Dealer as an agent of the Supplier for any purpose whatsoever and the Dealer shall have no power or authority to bind the Supplier in any manner whatsoever or assume any obligation for or on behalf of the Supplier.

Registration

1. To be accepted as an Authorised Dealer of the Supplier, the Dealer must apply on-line to the Supplier by way of the Application and in accordance with the directions detailed on the Supplier’s Website (Application).
2. The Supplier may accept or reject any Application of a proposed Dealer at its sole discretion without giving reasons. If the Supplier accepts the Application, the Dealer agrees to be bound by this Agreement.
3. If the Supplier notifies the Dealer that it has been accepted, the Supplier shall also notify the Dealer as to which Tier-Rating it has been designated under the Tier Schedule.
Orders
1. Placing an Order

The Dealer shall place an order with the Supplier in its own name and account (Order). All Orders may be placed with the Supplier either directly on-by electronic transmission, by phone Order or in person, provided such Order is by way of the official Order Form as detailed on the Supplier’s Website. The Supplier may refuse the acceptance of any Order at its sole discretion without giving reasons.

1. Each Order submitted shall constitute an offer by the Dealer to purchase the Products described in such Order and, upon acceptance by the Supplier, shall give rise to a contractual obligation of the Dealer to purchase the Products on these Terms and Conditions.
2. Conflicting, inconsistent or additional terms and conditions contained in any Order submitted by the Dealer shall not be binding unless the Supplier specifically accepts such terms and conditions in writing.
3. All expenses arising out of any change or cancellation of an Order by a Dealer after acceptance by the Supplier, including any cancellation, transport costs or re-stocking charge, shall be paid by the Dealer to the Supplier on demand.
Pricing and Payment
1. Upon acceptance of the Dealer by the Supplier, the Supplier shall provide to the Dealer a Schedule of its prices which shall detail the prices for each Product of the Supplier, both in respect of individual purchases of products and products which are purchased in bulk quantities.
2. When a Dealer places an Order with the Supplier, the invoice price of the Products ordered will be confirmed by the Supplier to the Dealer (Price).
3. The Dealer acknowledges and agrees that the Price of the Products shall be at the sole discretion of the Supplier and that this may change from time to time. However, if there is a change in Price for a Product or Products between the date that an Order has been accepted and the date that the Products are available for delivery, the Supplier will honour the original Order at the then invoiced Price.
4. The Dealer acknowledges and agrees that the Price for the Products in its particular case will be determined according to the Dealer’s Tier Rating and the Price of the Products may change as the Dealer’s Tier Rating may change from time to time.
5. A Dealer’s Tier Rating shall be determined by the Supplier in its sole discretion and the Dealer shall make no claim or demand in respect of the same.
Payment
1. The Price for the Products shall be invoiced and payable in Australian Dollars to the Supplier.
2. All Products purchased by a Dealer must be paid for on-line in accordance with the Supplier’s directions as detailed on its Website or otherwise paid for upon such arrangement as agreed to by the Supplier, prior to delivery of any of the Products. The Dealer acknowledges and agrees that the Supplier will not be required to deliver any Products and that no Order will be filled unless payment of the Price in full has first been made.
3. GST

Unless otherwise stated, the Prices of the Products are exclusive of GST. The Dealer must pay GST at the same time and in the same manner as the Price for the Products. The Supplier shall provide the Dealer with a Tax Invoice showing the applicable GST, which Tax Invoice will include freight and delivery costs.

Re-Sale of Products

1. The Dealer shall be free to sell the Products for such prices and upon such terms and conditions as the Dealer may see fit from time to time, but subject to the extent permitted by law, the Dealer will sell the Products at a price that is not less than the recommended Minimum Price by the Supplier. The Dealer shall indemnify and keep indemnified the Supplier in relation to any loss resulting from the same.
Delivery
1. The Products shall be delivered to the Dealer’s address as designated to the Supplier with the Dealer’s Order, within Australia and as approved upon acceptance by the Supplier of the Dealer’s Order.
2. The Supplier will endeavour to dispatch the ordered Products within two (2) Business Days of the date of acceptance of the Order and use its best endeavours to deliver the Products by the date requested in the Order.
3. The Dealer acknowledges that deliveries of the Products may be delayed and, in this event, the Dealer acknowledges and agrees that it shall have no claim nor demand upon the Supplier in respect of the same.
4. The Dealer agrees that all risk relating to the Products (including all Loss) shall pass to the Dealer and shall be the sole responsibility of the Dealer as from the time that the Products are delivered by the Supplier to the Dealer.
5. Title in and to the Products shall not pass to the Dealer until such time as the Products are paid for in full and they are delivered to the Dealer.

Dealer’s Warranties

1. The Dealer makes the following representations, warranties and covenants :

That it is a company/organisation validly existing, properly registered and in good standing in Australia, is qualified to do business in Australia and it maintains its business open during normal business hours for the purpose of selling automotive products and/or services;
The Dealer maintains a proper business telephone number which is advertised to the public; it maintains compliance with all applicable laws and regulations in the conduct of its business and, specifically, in its sale of the Products;
The Dealer has all rights, powers and authority to enter into this Agreement;
The Dealer’s execution of this Agreement and its performance of its obligations and duties under this Agreement do not and will not violate any other agreement to which the Dealer is a party or by which it is otherwise bound;
The Dealer is not subject to any pending or threatened litigation or Governmental action that could interfere with its performance of this Agreement;
This Agreement is a binding legal obligation upon the Dealer and is enforceable in accordance with its terms;
The Dealer has or will have and maintain qualified staff for the purpose of promoting; marketing and selling the Products and it will ensure that it and its staff will obtain and maintain a full understanding of the Products;
The Dealer will diligently perform its obligations detailed in this Agreement;
The Dealer will use its best efforts to sell the products;
The Dealer will commit to and adhere to the highest standards of business ethics and operation;
The Dealer will provide the Supplier with ongoing market evaluation for the Products and use its best endeavours to develop and enhance the Supplier’s name and brand image in order to increase market awareness and sales of the Products;
The Dealer will comply with all applicable laws, rules, regulations and/or guidelines relating to the use, storage, handling, transportation, marketing, advertisement, distribution, sale, transfer and/or disposal of the Products..

Supplier’s Warranties

1. The Supplier warrants that the Products are free of any third party claims or undisclosed securities and are fit for the purpose as required under the Australian Consumer Law.
Trade-Marks
1. The Products will be marketed and sold by the Dealer solely under the trade-marks of and as designated by the Supplier (Trade-Marks). The Dealer must not alter, obscure, remove, cancel or otherwise interfere with any markings (including without limitation) any Trade-Marks, logos, trade names or trading style detailed on the Products and other indications of origin which may be placed on the Products.
2. The Dealer acknowledges that the Supplier is the exclusive owner of the Trade-Marks and the Dealer has no right, title or interest whatsoever in the Trade-Marks and any goodwill or association therewith and that all goodwill associated with the trade-marks is owned by and shall enure exclusively to and for the benefit of the Supplier. The Dealer agrees not to represent in any manner that it has acquired any ownership rights in the Trade-Marks.
3. Any goodwill enjoyed by the Dealer from use of the Trade-Marks will vest in and become the absolute property of the Supplier.
4. The Dealer shall, during the Term of this Agreement, and subject to compliance with the provisions of this Agreement, have the right to use and display the Trade-Marks and copyrighted materials solely in connection with the marketing, sale, distribution and support of the Products in accordance with the terms of this Agreement and for no other purpose whatsoever.
5. The Dealer covenants and agrees as follows:

To market, distribute and support the Products only under the Trade-Marks, and not under any other trade-mark or logo of any other person;
To obtain from the Supplier written approval for all promotional material, alternative product packaging including, without limitation, listing packaging and cartons and to comply with all instructions issued by the Supplier relating to the form and manner in which the Trade-Mark shall be used and to discontinue forthwith, upon notice from the Supplier, any practice relating to the use of the Trade-Marks which in the Supplier’s opinion would or might adversely affect the rights or interests of the Supplier in the Trade-Marks;
Not to use or permit any other entity controlled by it or affiliated with it to use the Trade-Marks or any other trade-marks or trade names or trade address of the Supplier or any other trade-marks, trade address, words, names, symbols or designs which could reasonably be expected to be confusingly similar thereto, as part of its corporate or trading name or style, or of any of the Products;
Not to infringe the Supplier’s rights in and to any of the Trade-Marks and not the dispute, contest, attack or impair the validity or ownership of the Trade-Marks or do any act which tends to impair the validity of the Trade-Marks or the title or supply to any Trade-Marks, trade names, copyrights and registrations used in connection with the Products, nor to effect any applications or registrations thereof without the express written consent of the Supplier, not to take any action to the detriment of the Supplier’s interests therein or which would or could dilute the value of the goodwill attaching to the Trade-Marks;
Upon termination of this Agreement for any reason, the Dealer will immediately cease using the Supplier’s Trade-Marks as allowed for.

Marketing Support

1. The Supplier shall, when and if it determines to do so in its discretion, support the Dealer with such marketing images and other materials relating to the Products as it considers appropriate to assist the Dealer with the marketing and sale of the Products.
2. Subject to the Dealer’s obligations as detailed in Condition 11 of this Agreement, the Dealer may access and utilise such images that are contained on the Supplier’s Website, on You Tube and/or other social media outlets where they are displayed to promote the sale of the Products on the Dealer’s own website and social media outlets. The Dealer acknowledges that all such images remain the sole property of the Supplier at all times.
3. All advertising conducted by the Dealer relating to the Products in any medium shall be conducted in a dignified manner that will reflect favourably upon the goodwill and reputation of the Supplier and shall conform to the highest standards and shall display the Trade-Marks in a manner approved by the Supplier.
4. If called upon by the Supplier, the Dealer shall forward to the Supplier copies of samples of all advertisements and promotions for its approval and the Dealer must withdraw any advertisements or promotions which are considered by the Supplier to be unsuitable.
5. In performing its duties under this Agreement, the Dealer must not make any representation or give any warranty with respect to any of the Products other than those as authorised by the Supplier and as related to the Dealer by the Supplier. In the event that the Dealer does make any representation or warranty or violation of this condition, the Dealer indemnifies and shall keep indemnified the Supplier from any Loss suffered or which may be suffered or incurred by the Supplier arising out of or in any way connected with any such representation or warranty.
6. The Dealer must not advertise, promote or sell the Supplier’s products on any other platform than through its own website and primary business address without prior written approval from the Supplier.

Return of Defective Goods

1. The Supplier warrants that for a period of twenty-one (21) days following delivery of the Products (Warranty Period) that the Products shall be free from Defect in materials and workmanship (Supplier’s Warranty).
2. For a Supplier’s Warranty claim to be accepted by the Supplier, the Dealer must follow the procedures established by the Supplier as follows and as may be amended by the Supplier from time to time:

Within the Warranty Period, the Dealer must notify the Supplier in writing of any alleged Defect of a Product, providing full particulars of such Defect together with photographic evidence of the same;
For the Supplier to accept a Warranty claim, the Defect alleged in the Product must be such that the Product does not comply with the provisions of the Australian Consumer Law; or
Be products which are not as specified in the purchase Order.

1. The Supplier’s sole obligation under the Supplier’s Warranty shall be to provide, at no charge to the Dealer, a replacement Product.
2. The Supplier’s Warranty shall not apply to any Product damaged as a result of any accident, negligence, use in any application for which the Product is not designed or intended under the terms of this Agreement, modifications after the fact including a combination with products or accessories not specifically authorised by the Supplier, or by any other causes unrelated to defective workmanship, materials or manufacture or to any Product which is claimed to have a Defect after the Warranty Period.
3. Except as expressly warranted in this Agreement, the Supplier hereby disclaims all warranties, conditions and representations expressed, statutory and implied, applicable to the Products, including, but not limited, to any warranty of merchantability or fitness for a particular purpose and any warranty that any Product is delivered free of claims of third parties by any way of infringement or the like.

Confidential Information and Non-Competition

1. If the Supplier considers it necessary, it may provide the Dealer with certain materials and information so the Dealer can fulfil its obligations under this Agreement. This information shall constitute part of the Confidential Information.
2. From time to time, the Supplier may provide the Dealer with new or upgraded data that has become available, documentation or other pertinent information relating to the products or otherwise, which information will also form part of the Confidential Information and which will assist in keeping the Dealer knowledgeable in regard to the Products and maintaining a competitive edge in the marketing and sales of the Products.
3. The Dealer acknowledges that its relationship with the Supplier and/or by virtue of the performance of this Agreement, it and/or its employers, shareholders, or officers, directors, principals, agents and contractors (collectively Representatives) will be and shall hereafter continue to be entrusted with Confidential Information, the disclosure of which, competitors of the Supplier or to the general public would be highly detrimental to the best interests of the Supplier. The Dealer further acknowledges that the right to maintain confidential such Confidential Information constitutes a proprietary right of the Supplier which the Supplier is entitled to protect.
4. Accordingly, and notwithstanding anything to the contrary herein expressed the Dealer covenants and agrees with the Supplier as follows:

That it will not use or copy, or permit the use or copy of any of the Confidential Information, directly or indirectly, for any purpose other than the discharge of its duties and obligations arising from its obligations as the Dealer under this Agreement and only in the best interests of the Supplier;
That it will maintain the absolute confidentiality of the Confidential Information and that it will not, without the prior written consent of the Supplier, either individually or in partnership or jointly, or in conjunction with any other person, in any manner whatsoever, disclose, reveal, release, utilise, sell, assign, supply, or transfer to any person at any time, any of the Confidential Information, except to the extent necessary to discharge duties and obligations under this Agreement and only in the best interests of the Supplier;
That it will take all necessary action and will do all that is reasonably within its power to prevent the disclosure, release or supply of any of the Confidential Information to any person including by any of its Representatives, except to the extent necessary to discharge its duties and obligations under this Agreement and only in the best interests of the Supplier.

1. The Dealer shall not, directly or indirectly, without the prior written consent of the Supplier, develop, manufacture (or distribute) any product similar to or competitive with the Products. The Dealer hereby further covenants and agrees that during the Term of this Agreement, and for a period of one (1) year following the termination of this Agreement, the Dealer shall not, for whatever reason, either individually or in partnership or jointly or in conjunction with any other person in any other manner whatsoever, directly or indirectly, carry on or be engaged in or be concerned with or interested in, or advise, lend money to, guarantee the debts or obligations of or permit its name or any part thereof to be used or employed by any person engaged in or concerned with or interested in, the business of manufacturing, developing, producing, marketing, distributing, supplying or selling for wholesale or retail, any products similar to or competitive with the Products.
2. The Dealer acknowledges that the restrictions contained in conditions 14.4 and 14.5 are reasonable and valid and necessary for the protection of the business and operations of the Supplier and that any breach of the provisions will cause the Supplier substantial and irreparable harm which may not be adequately compensated for by monetary awarded damages to the Supplier. Accordingly, it is expressly agreed by the Dealer that in the event of any such breach, in addition to any other remedies which may be available to it, the Supplier shall be entitled to and may seek an order for specific performance and other injunctive and equitable relief as may be considered necessary or appropriate to restrain or enjoin the Dealer from any further breach of the terms hereof and the Dealer hereby waives all defences to the strict enforcement by the Supplier of the restrictions herein.
3. Upon termination of this Agreement for any reason, the Dealer shall immediately return to the Supplier all Confidential Information and shall thereafter refrain from using or disclosing any such Confidential Information to any person for any purpose whatsoever.

Term and Termination

1. Unless earlier terminated as provided for in this Agreement, the Term of this Agreement shall commence from the date of acceptance of registration of the Dealer by the Supplier and shall automatically expire at the end of five (5) years following that date.
2. Notwithstanding condition 15.1 of this Agreement, the parties agree that this Agreement shall automatically terminate without requirement of notice to the defaulting party upon the occurrence of any of the following events:

Immediately for any breach or default of this Agreement by the other party which has not been cured within seven (7) days after the delivery of notice thereof to the party alleged to be in breach specifying with particularity, the condition, act, omission or cause of conduct asserted to constitute such breach or default;
Immediately, upon the dissolution, insolvency or any adjudication in bankruptcy of, or any assignment for the benefit of creditors by, the other party or, if the other party ceases to conduct business in the ordinary or normal course;
Immediately, if required by law or by any rule, regulation, order, decree, judgement or other Governmental Act or Governmental Authority;
Immediately by the Supplier if the Supplier reasonably suspects the Dealer breaches any of its obligations of confidentiality or protection of the Supplier’s proprietary rights.

1. Either party to this Agreement may terminate it immediately upon sixty (60) days’ written notice to the other party.
2. Provided the Dealer is not in default of any term and condition of this Agreement, the Dealer shall have the option to renew this Agreement for an additional five (5) years by providing notice to the Supplier within ninety (90) days of the end of the initial Term of this Agreement.

Effect of Termination

1. Termination of this Agreement shall not relieve either party of any obligation arising under this Agreement prior to such termination, including, without limitation, their obligation to:

Purchase Products which have been ordered pursuant to a purchase Order and which has been accepted by the Supplier prior to Termination; and
Pay to the Supplier the Price for the Products pursuant to a purchase Order accepted prior to Termination; or
The Supplier’s obligation to deliver the Products on accepted Orders.

1. Termination of this Agreement shall not relieve either party of its liability for breach of its obligations pursuant to the terms and conditions of this Agreement incurred prior to Termination; nor shall it deprive either party of its right to pursue any other remedy available to it.
2. Upon Termination of this Agreement for any reason whatsoever:

All rights granted by the Supplier to the Dealer will be immediately relinquished by the Dealer;
The Dealer shall properly return to the Supplier all Confidential Information, any advertising and promotional materials and any other materials or documents given to the Dealer and relating to this Agreement or otherwise to the business of the Supplier;
The Dealer shall cease using the Supplier’s Trade-Marks and shall thereafter refrain from holding itself out as an Authorised Dealer of the Supplier and the Dealer will forthwith remove and thereafter discontinue all advertisements, signs and notifications stating or implying that it is a Dealer of the Products or in any way connected with the Supplier;
The Supplier shall have the option, but not the obligation, to repurchase from the Dealer any of the Products in the Dealer’s inventory by refunding to the Dealer its net costs for such Products, provided however, that the Supplier may set off and deduct from the purchase price any amounts then due and owing by the Dealer to the Supplier, as well as any freight chargers and duties relating to the delivery of such Product to the Supplier;
The Supplier shall not be liable to the Dealer by any reason of the proper Termination of this Agreement for any damages, whether direct, consequential or incidental, on account of the loss of the respective profits or anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business, arising from such Termination of this Agreement.
If the Supplier continues to supply Products to the Dealer after Termination of this Agreement, such supply will not be construed as a waiver of any such Termination, or as a renewal of this Agreement.

General Indemnity

1. The Dealer agrees to indemnify and hold harmless the Supplier from all loss attributable to the Dealer’s breach of this Agreement or to any negligent, grossly negligent, wilful or unlawful act or omission of the Dealer, its employees, officers, agents, sub-contractors, dealers or Representatives.
General Provisions
1. Any notice which either Party may desire to give to the other Party must be in writing and may be given as follows:

Personal delivery to an officer or employee of that Party;
By mailing the same by normal mail to the Party to whom the Party is directed to the physical address of the Party; and
By facsimile transmission or electronic transmission as notified by one Party to the other.

1. This Agreement shall be construed and enforced in accordance with the laws of the State of Victoria in the Commonwealth of Australia.
2. Together the Dealer’s application to be accepted by the Supplier, these Terms and Conditions including the Schedules constitute the whole of the Agreement between the Parties and constitute the entire Agreement and understanding between them regarding the subject matter.
3. A judicial determination that any condition of this Agreement is invalid in whole or in part shall not effect the enforceability of those conditions found to be valid.
4. This Agreement shall be binding upon and shall enure to the benefit of the Parties hereto and their respective representatives, successors and permitted assigns.
5. This Agreement shall not be assignable by the Dealer without the express written consent of the Supplier which consent will not be unreasonably withheld.
6. This Agreement may only be amended if such amendments are accepted by the Supplier in writing.