"Charges" means the charges in respect of the supply by PRO BALL of any Deliverable under a Quotation.
"Deliverables" means products (including any modifications, enhancements, adaptations or developments of or to products) or Services.
"Products" means the Autograph Ball Golf Packs or derivatives of this product, components or parts of components and accessories specified in a Quotation.
"Product Warranty Period" means, in respect of Products sold to the Customer under Clause 3, the product warranty period specified in the Quotation, or if no such period is specified, a period of three (3) months, commencing the date of delivery of the Product to the Customer.
"Intellectual Property Rights" means copyright, trade mark, design, patent arising under statute or otherwise.
"Quotation" means a Quotation for supply of Deliverables, and when signed by both Parties, means the agreement by the Parties formed in accordance with and subject to the terms of this Agreement. Each Quotation will be deemed to incorporate the terms and conditions of this Agreement.
"Services" means any services specified in a Quotation.
"Ex works" means from the factory address as defined in details of the Quotation. In the absence of any address the factory address will be Factory 1, 4 Stephenson Rd Seaford Vic Australia 3198
"Territory" means Australia, except where otherwise specified in a Quotation or any applicable third party licence or end-user licence.
"$" means Australian dollars unless otherwise stated.

1.2 Interpretation: Words importing the singular will be deemed to include the plural and vice versa. Words importing any gender will be deemed to include all other genders. The headings in this Agreement (including words in bold at the commencement of Clauses or sub-Clauses) are inserted for convenience only and will not affect the construction or interpretation of those provisions. The meaning of any expression used in this Agreement is not intended to be limited by any list or examples that follow such expression.

2.1 Term of this Agreement: This Agreement commences on the date it is signed by both Parties, or, if earlier, on the date any obligations under a Quotation commence. It continues indefinitely until terminated by either party by giving at least thirty (30) days notice in writing. Any termination under this clause does not affect any Quotations then in effect.

2.2 Term of Quotations: Unless otherwise specified in a Quotation, the term of a Quotation commences on the date it is signed by both Parties. It continues until all obligations under the Quotation have been completed. Where a Quotation provides for the supply of Products for a fixed term, unless otherwise specified in the Quotation it will renew automatically for subsequent fixed term until terminated by either party by giving at least thirty (30) days notice in writing (or such longer period as is specified in the Quotation).

3.1 General: This Clause 3 applies where a Quotation provides for the sale of Product.

3.2 Sale: PRO BALL will sell the Product to the Customer and unless otherwise stated in the Quotation all prices in Quotation will be "ex works". Delivery to the address in the Territory specified in the Quotation or nominated by the Customer can be undertaken at further costs and will be defined as Services in the Quotation

3.3 Risk and Title: Title in Product will pass to the Customer when all amounts payable under that Quotation have been paid. Risk of loss of or damage to the Product will pass to the Customer once Products are taken from PRO BALL's premises or "ex works" address.

3.4 Warranty: PRO BALL warrants that the Product will comply with its published specifications during the Product Warranty Period. Where Product does not so comply and the Customer notifies PRO BALL during the Product Warranty Period, PRO BALL will repair or replace the Product. The choice between repair and replacement shall be at PRO BALL’s discretion. Unless otherwise specified in a Quotation, the Customer will package the Product safely and securely and arrange for suitable transportation at its risk and expense to PRO BALL’s nominated centre, giving details of the fault. Once repair or replacement is complete and the Customer has been notified, the Customer will arrange for collection of the Product at its own risk and expense. PRO BALL will use reasonable efforts to meet any response or repair times specified in the Quotation but they are not guaranteed. PRO BALL will use reasonable efforts to make an initial response to the Customer’s call for repair within any response time specified in the Quotation. Replacement Products will either be either new or equivalent to new in performance, and may at the discretion of PRO BALL be of an equivalent or better specification than the replaced Product. Upon replacement, it will become the property of the Customer and the returned Product will become the property of PRO BALL.

4.1 General: This clause 4 applies where a Quotation provides for the supply of Services.

4.2 Responsibilities - General: The details of the Services to be provided, the Parties’ respective responsibilities and any acceptance criteria will be as set out in the Quotation. PRO BALL will use reasonable efforts to achieve any time scales specified in the Quotation. Services will be chargeable on a time and materials basis unless otherwise specified in the Quotation.

4.3 Hours: Services will be performed during PRO BALL’s standard hours, Mondays to Fridays excluding public holidays in the location where the Services are performed, unless otherwise agreed in the Quotation. Work outside standard hours will incur additional charges.

4.4 Exclusions: Unless otherwise specified in a Quotation, additional charges may be incurred (at PRO BALL standard rates from time to time) for work resulting from any of the following:

5.1 Invoice and Payment: Charges are as specified in the Quotation. Terms are as specified in the Quotation. PRO BALL will provide tax invoices in accordance with legislative requirements.

5.2 Taxes: In this clause 5.2, "Taxes" means taxes (including GST), duties, fees or other government imposts, levies or charges, incurred by PRO BALL as a result of the execution or performance of an Agreement, other than those assessed on the profits of PRO BALL. Where a Quotation does not specify the GST payable in respect of Charges, the Charges are specified exclusive of GST. Except as provided in the previous sentence, and except to the extent specified in a Quotation, the Charges include all Taxes payable in Australia at the rates applicable at the date of the Quotation but do not include any Taxes payable in respect of the importation of Deliverables into, or sale of Deliverables in, any other country. GST is payable by the Customer at the prevailing rate. If at any time after the date of the Quotation any existing Taxes are varied or abolished, or any new Taxes are incurred, the Charges will be adjusted accordingly. If the GST payable at law differs from the amount of GST invoiced by PRO BALL the Parties will make and/or pay the appropriate adjustments.

5.3 Interest: PRO BALL may charge interest on a daily basis on any overdue amount from the date on which such amount becomes payable, at the rate of two percent (2%) per annum above the Australian Westpac Bank Business Loan Indicator Lending Rate from time to time.

5.4 Exchange Rate Variations: Charges for Products and Services are, unless specified in the Quotation, based on the exchange rate specified in the Quotation and are subject to adjustment for exchange rate variations if the difference between the exchange rate on the date of the Quotation and the exchange rate on the date of delivery to the Customer exceeds 2%.

5.5 Increases in Charges: Following the expiry of any minimum term stated in the Quotation, PRO BALL may vary the Charges by giving the Customer 14 days notice.

5.6 Consumables: The provision, maintenance or support of consumables are not included in any Deliverables unless otherwise agreed in the Quotation.

6.1 The Intellectual Property Rights in any material provided by the Customer to PRO BALL shall remain vested in the Customer or the relevant third party. PRO BALL will only use such material for the purposes of performing its obligations under Quotations.

6.2 The Customer warrants to Pro Ball that in respect of any Intellectual Property supplied that it is either the proprietor OR has the express permission of the proprietor to authorise inclusion in or on any Products.

6.3 The Intellectual Property Rights in any Deliverable provided by PRO BALL to the Customer shall remain vested in PRO BALL (or its licensor, as the case may be) absolutely.

6.4 PRO BALL will have no liability to the Customer for an alleged infringement which is based on the use of any Deliverable other than as licensed by PRO BALL, or on use in combination with Products and Services not supplied or approved by PRO BALL.

7.1 All information identified as confidential (whether verbally or in writing) or which by its nature ought reasonably to be regarded as confidential which is disclosed by a party under any Quotation is supplied in confidence and will be treated by the receiving party as confidential information at all times.

7.2 Neither party will without the prior consent of the other party use any confidential information of the other party other than for the purposes of any applicable Quotation, or divulge it to any person other than those responsible employees to whom it is necessary to supply the confidential information for such purposes.

7.3 Each party will ensure that any person to whom it discloses confidential information observes the requirements of this Clause 7.

7.4 Neither party will be obliged to keep confidential any information which:

8.1 A party may, without prejudice to any of its other rights or remedies under this Agreement or at law or in equity, either suspend or terminate its obligations under a Quotation:

8.2 On and from the effective date of suspension or termination of a Quotation pursuant to Clause 8.1:

8.3 Termination of this Agreement or any Quotation will be without prejudice to any rights which have accrued to either party prior to such termination.

8.4 The provisions of Clauses 3.4, 5.3, 7, 9, 10.6 and 10.8 and any provision which expressly or by implication applies upon or following termination will survive termination of this Agreement or any Quotation for any reason.

9.1 Except as expressly provided in this Agreement, and to the full extent permitted by law, all express or implied warranties, representations, terms and conditions regarding Deliverables and their use (including without limitation their merchantability or fitness for any particular purpose), or regarding this Agreement are expressly excluded.

9.2 The terms and conditions of this Agreement that exclude or limit PRO BALL’s liability will apply to the full extent permitted by law. Provisions of the Trade Practices Act, 1974 (as amended) and other statutes from time to time in force in Australia may imply warranties or conditions or impose obligations upon PRO BALL which cannot be excluded or modified. This Agreement must be read and interpreted subject to any such statutory provisions. If any such statutory provisions apply, then to the extent permitted by law, PRO BALL’s liability for breach of those statutory provisions will be limited at its option to:

9.3 PRO BALL’s aggregate liability to the Customer for all claims arising under or in connection with each Quotation and its subject matter (whether for negligence or otherwise) will to the full extent permitted by law not exceed the sum of all amounts paid or payable by the Customer under that Quotation (excluding periodic charges payable after the expiry of any minimum period).

9.4 Notwithstanding anything to the contrary contained in this Agreement, PRO BALL will not be liable for special, indirect and consequential damages, and damages, however caused, comprising or resulting from loss of business, revenue or profit.

9.5 The limitations on liability stated in this Clause 9 apply to any claim (whether contractual, tortious, statutory or otherwise) which arises under or in connection with this Agreement and will survive termination, discharge or rescission of any Deliverable.

10.1 Assignment: Neither party may assign this Agreement or any Quotation in whole or in part without the prior consent of the other party (which may not be unreasonably withheld or delayed). However, PRO BALL may assign this Agreement and any Quotation in whole or in part to any of its related corporations (as defined in the Corporations Act).

10.2 Notices: A notice, authorisation or consent under this Agreement or any Quotation will be in writing and given to a party by delivery, prepaid post or facsimile at its address stated in this Agreement or any other address notified to the other party as the address for service and will be deemed to have been duly given:

10.2 Changes to Terms: PRO BALL may change the terms and conditions of this Agreement at any time. Details of our current terms are available at http://www.autographball.com/businessterms.html.

10.3 Entire Agreement: Each Quotation constitutes the entire agreement and understanding between the Parties concerning Deliverables supplied pursuant to it and supersedes all prior or contemporaneous agreements, proposals, discussions and communications between or involving the Parties and related to the Deliverables whether oral or written. Except as provided above, this Agreement and any Quotation may be amended only by writing signed by an authorised signatory of each party.

10.4 Waiver:

10.5 Force Majeure: Neither party will be liable for any delay or for failure to perform its obligations under this Agreement or any Quotation (except obligations relating to payment), resulting from any cause beyond its reasonable control, including, but not limited to: acts of God; inclement weather; fire, explosion or flood; strikes; work stoppages, slow-downs or other industrial disputes; riots or civil disturbances; acts of government; inability to obtain any necessary licence or consent; and delays caused by suppliers or material shortages. PRO BALL and the Customer will, if practicable, give to each other immediate notice of the occurrence of any such event and will as soon as the event ceases to affect the performance of obligations under the relevant Quotation resume compliance with their obligations.

10.6 Jurisdiction: This Agreement and all Quotations will be governed by and interpreted under the laws of the State of Victoria, Australia and the Parties submit to the jurisdiction of the courts in that State.

10.7 Severability: Any part, term or provision of this Agreement or any Quotation which is determined to be void, illegal or unenforceable will be severed from this Agreement or the relevant Quotation(s) & the remaining parts, terms & provisions will remain in full force & effect.

10.8 Resale and Exports: If the Customer wishes to resell or export any Products or materials, the Customer will obtain all consents and licences as may be required from time to time under local laws and regulations and under the laws and regulations of any other country, including but not limited to the Export Administration Regulations of the United States of America, that may affect or regulate such export. The Customer must also obtain prior consent from PRO BALL before exporting Products.