15.    Purchaser's acknowledgement
            15.1.  The Purchaser acknowledges that it has the sole responsibility of satisfying itself that the goods supplied by Greenchem are suitable for the use of the Purchaser or any contemplated use of the Purchaser and that it has conducted its own investigations and has not relied upon any information, statement, advice or representation by Greenchem of or in relation to:
                        (a)         the operating and/or performance parameters of the goods;
                        (b)         the outcomes that the goods may achieve; and
                        (c)         the suitability of the goods to any particular application, installation or physical environment.
            15.2.  The Purchaser acknowledges and agrees that:
                        (a)         any representation as to the operating parameters of the goods provided by Greenchem are representative of laboratory conditions;
                        (b)         the actual performance of the goods in situ might be affected by external factors (including without limitation environmental conditions) beyond Greenchem's control;
                        (c)         incorrect and/or negligent installation, application or use of the goods may cause loss of life, injury and/or damage to property; and
                        (d)         Greenchem makes no representation, warranty or assurance as to any of the matters listed in clause 15.1 and that Greenchem shall not be liable for any loss or cost arising from those matters to the maximum extent permitted by law.
16.    Intellectual Property
            16.1.  The Purchaser must not deface or remove any mark, label or plate affixed by Greenchem on the goods.
            16.2.  The Purchaser acknowledges that all Intellectual Property in the goods is the property of Greenchem.
            16.3.  The Purchaser must not and must not cause, permit or assist any other person directly or indirectly to:
                        (a)         copy any Intellectual Property in the goods or record or replicate it by any other means;
                        (b)         make copies of or replicate the goods;
                        (c)         translate, reverse engineer, decompile or disassemble the goods; or
                        (d)         copy, publish, disclose or distribute any documentation associated with the goods (including without limitation, operating instructions and manuals).
17.    Taxation and duties
Any amounts payable to Greenchem are exclusive of GST unless specified otherwise.  Any government charges or duties, including sales tax, GST, use or excise taxes or similar taxes, are payable by the Purchaser.
18.    Variation of Trading Terms
            18.1.  Greenchem reserves the right to change any of these Trading Terms (to apply to future purchases of goods) at any time in its sole discretion, to be effective on written notice to the Purchaser. If the Purchaser does not agree to such changes, any Credit Account that the Purchaser may have with Greenchem may be terminated.
            18.2.  For the avoidance of doubt, changes to these Trading Terms will not apply retrospectively to the purchase of goods made prior to the Purchaser receiving written notice of such changes from Greenchem.
19.    Governing law
The Contract is governed by and construed in accordance with the law from time to time in the State of South Australia and the Purchaser agrees to submit to the non-exclusive jurisdiction of the courts of South Australia and the courts which hear appeals from them.
20.    Miscellaneous
            20.1.  If any term of the Contract is void, voidable or unenforceable, the term will be read-down, limited or, if necessary, excluded to the extent necessary to make it not void, voidable or unenforceable, and all other terms will remain in full force and effect.
            20.2.  Greenchem may only waive a breach of these Trading Terms in writing signed by Greenchem and any such waiver is limited to the instance referred to in the writing (or if no instance is referred to in the writing, to past breaches only).
            20.3.  The Contract:
                        (a)         constitutes the entire agreement between Greenchem and the Purchaser; and
                        (b)         may not be varied or waived except agreed to in writing by Greenchem.
21.    Definitions
In these Trading Terms:
            Claims means any cost, demand, legal proceedings, claims, actions, fines, penalties, obligation or liabilities of any nature;
            Contract means:
                        (a)     the application for Credit Account form (if any); and
                        (b)     these Trading Terms;
            Credit Account means the Purchaser's credit facility with Greenchem;
            Event of Default means:
                        (a)         the Purchaser fails to pay the Purchase Price or any part of the Purchase Price outstanding and any accrued interest within two business days of receiving a written demand from Greenchem;
                        (b)         the guarantees provided by the directors, partners or proprietors of the Purchaser are not binding or any person alleges that the guarantees are not binding;
                        (c)         the Purchaser commits an act of Insolvency; or
                        (d)         the Purchaser ceases or threatens to cease to carry on business;
            GST means a tax, duty, levy, charge or deduction, imposed by GST Law and any related interest, penalties, fines or other charges;
            GST Law means the A New Tax System (Goods and Services Tax) Act 1999, or any other act imposing a goods and services tax in Australia;
            Insolvency means:
                        (a)          the Purchaser, not being a company committing an act of bankruptcy, making a proposal to its creditors for a composition or arrangement under the Bankruptcy Act 1966 (Cth) or if any other act or event occurs that would entitle a petition for a bankruptcy order to be made;
                        (b)          the Purchaser, being a company, having a receiver or administrator appointed or doing, or omitting to do anything which would permit such an appointment to occur.
            Intellectual Property includes the rights comprised in any patent, copyright, future copyright, design, trade mark, eligible layout, business name, brand name, trading style or similar right whether at common law or conferred by statute and includes rights to apply for registration under a statute in respect of those or like rights as well as rights to protect trade secrets, know-how, confidential information or unpatented production methods or technical information throughout the world for the full period of the rights and all renewals and extensions and all other rights with respect to intellectual property as defined in Article 2 of the July 1967 Convention Establishing the World Intellectual Property Organisation;
            Invoice includes any invoice issued to the Purchaser for goods supplied to the Purchaser by Greenchem; and
            Purchase Price means the amount or amounts specified in the Invoice and includes the actual cost of delivery of the goods to the Purchaser including any additional or unforeseen costs due to any delay, misinformation or error caused or contributed to by the Purchaser and GST in relation to the goods supplied pursuant to the Invoice.