Bowyer & Livermore - Terms

1. In these terms and conditions ( Terms ), unless expressly stated otherwise or implied to the contrary the followingwords which begin with capitalised letters have the following meanings:-

(a) “Application” means the application attached to these Terms.

(b) “Corporations Act” means the Corporations Act 2001 (Cth).

(c) “Customer” means the customer (or any person acting on behalf of and with the authority of the Customer),as described on any Application, work authorisation or other form as provided by Bowyer and Livermore to the Customer from time to time, and also binds the Legal Personal Representative of the Estate of the Customer or any permitted successor or assign.

(d) “Guarantor/s” means the guarantor(s) of the Customer identified in the Application, and also binds the Legal Personal Representative of the Estate of the Guarantor(s).

(e) “Identifiers” means:
i. in relation to cattle, radio frequency identification tags; and
ii. in relation to sheep, ear tags.

(f) “Invoice” has the same meaning given to the term under clause 14.

(g) “Land” means the land of the Customer of which the Livestock is located.

(h) “Livestock” for the purposes of these Terms means:-

i. all of the Customers present and after acquired property in connection with all livestock as held by the Customer, including any other livestock which is used in the Customer's business or used in connection with the Customer's business;

ii. any livestock added to, exchanged for or substituted for, all embryos and semen straws and progeny resulting from the embryos and semen straws;

iii. all progeny by or from the livestock; and

iv. products derived from any of the aforesaid including wool, skins, hides, tallow, meat, milk and eggs, on or part of any of the aforesaid and when it is shorn from or otherwise separated from any of the aforesaid, including all veterinary and other reports; and

v. certificates or other intellectual property connected with the livestock.

(i) “Bowyer and Livermore” means Bowyer & Livermore Pty Ltd (ACN 001 136 652) trading as Bowyer andLivermore, its successors and assignors or any person acting on behalf of and with the authority of Bowyer and Livermore.

(j) “Other Property” means all present an after-acquired property of the Customer and the Guarantor/s hat is not PPSA Personal Property including but not limited to any right to occupy any premises pursuant to the terms of any lease or licence, included but not limited to the Land.

(k) “PPSA” means the Personal Property Securities Act 2009 (Cth) and its associated regulations as varied from time to time.

(l) “PPSA Personal Property” means:-

i. the Livestock, whether identified in an Invoice or not;

ii. all of the Customer's present and after-acquired property in which the Customer can be a grantor of a Security Interest including property in which the Customer has, or may in the future have, rights or the power to transfer rights;

iii. the Proceeds; and

iv. PPSA retention of title property (as that term is defined in section 51F of the Corporations Act).

(m) “PPSR” means the Personal Property Security Register.

(n) “Proceeds” has the same meaning given to the term under section 31 of the PPSA.

(o) “Security Interest” has the same meaning given to the term under section 12 of the PPSA.

2. The Terms will apply to any services provided by Bowyer and Livermore to the Customer ( Services ).

3. The Terms contain the entire agreement between Bowyer and Livermore and the Customer and supersede all other proposals, statements, conduct, representations and prior agreements, whether oral or written, between the parties in relation to the Services provided, or to be provided, by Bowyer and Livermore to the Customer. These Terms may not be varied, amended, waived, altered, supplemented, modified or added to, without the prior written consent ofBowyer and Livermore.

4. If the Customer is a trustee of a trust, the Customer is liable to Bowyer and Livermore in the Customer's capacity as trustee of that trust and personally. The Customer warrants that it is entitled to be indemnified out of the assets of that trust in connection with any liability it has to Bowyer and Livermore.

5. If any of the provisions set out in the Terms are determined to be void or unenforceable then that provision must be read down to avoid that result or if the provision cannot be read down then it must be severed and the rest of theTerms will remain in full force and effect.

6.(a) The failure of Bowyer and Livermore to enforce any provision of the Terms at any time or for any period of time will not be construed to be a waiver of such provisions or of the rights of Bowyer and Livermore to enforce each and every provision of the Terms. A waiver of a power or right shall be ineffective unless it is in writing and signed by Bowyer and Livermore.

(b) Time will be of the essence of the Customer's obligations hereunder to Bowyer and Livermore.

7. The Terms will take effect and be construed in all respects in accordance with the laws of the State of New SouthWales, Australia. The parties irrevocably submit to the jurisdiction of the State of New South Wales for all proceedings arising in connection with the Terms.

8. Previous dealings between Bowyer and Livermore and the Customer shall not have any effect on the Terms.

9. Bowyer and Livermore agrees to provide the short-term financial accommodation to the Customer for the purpose of acquisition of Livestock.

10. For the avoidance of doubt, until such time as Bowyer and Livermore approves the Customer's Application, theCustomer shall have no right to acquire Livestock, goods or Services from Bowyer and Livermore on credit. In the event Bowyer and Livermore supplies the Customer Livestock, goods and/or Services on credit prior to approving the Application, such supply shall in no way be construed to mean that Bowyer and Livermore has approved the Customer's Application.

11. Should Bowyer and Livermore approve the Customer's Application, Bowyer and Livermore may at anytime, using Bowyer and Livermore's sole discretion and with immediate effect, suspend or cancel the Customer's account and/or terminate these Terms without a prejudice to any other rights which Bowyer and Livermore may have under the Terms or at law.

12. The Customer irrevocably directs Bowyer and Livermore to credit to the Customer's trading account the proceeds of sale of any Livestock, grain or other goods sold by the Customer through the agency of Bowyer and Livermore.

13. The Customer must keep Bowyer and Livermore fully informed of all relevant information regarding the Customer, including but not limited to providing Bowyer and Livermore not less than 14 days' notice in writing of any proposed change in name, change in contact details or change in control. The Customer must immediately notify Bowyer and Livermore of any material changes in the Customer's business activities.

14. The price for the Services, including but not limited to the acquisition of the Livestock, will be set out in detail on the invoice issued by Bowyer and Livermore to the Customer and will be non-negotiable ( Invoice ).

15. The Invoice:

(a) will state the rate being charged by Bowyer and Livermore and the basis on which it has been calculated;

(b) will state the total amount payable by the Customer (Price);

(d) comply with A New Tax System (Goods and Service Tax) Act 1999 (Cth) and with all with other laws, including state or territory laws or regulations, specifically applicable to the provision of the Services.

16. On receipt of an Invoice issued under clause 14, the Customer agrees that:

(a) it will pay the Price within seven (7) days of receipt of the Invoice;

(b) it is not entitled to withhold payment or make any deduction from the Price in respect of any set-off or counter-claim; and

(c) payment it is deemed to be received by Bowyer and Livermore when the cash is received or when the proceeds or other methods of payment are credited and cleared to Bowyer and Livermore's bank account.

17. Bowyer and Livermore and the Customer agree that the legal and equitable ownership of the Livestock shall not pass until:

(a) the Customer has paid Bowyer and Livermore all amounts owing for the Livestock in accordance with clause 16; and

(b) the Customer has met all other obligations owed to Bowyer and Livermore in respect of all contracts between Bowyer and Livermore and the Customer.

18. Until title to the Livestock passes to the Customer, the Customer will have possession of the Livestock as a bailee.

19. Until payment for the Livestock has been discharged, Bowyer and Livermore's ownership or rights in respect of theLivestock shall continue.

20. It is agreed further that until such time as ownership of the Livestock passes from Bowyer and Livermore to the Customer, Bowyer and Livermore:

(a) may give notice in writing to the Customer to return the Livestock or any Proceeds Bowyer and Livermore. Upon receipt of such notice the rights of the Customer to obtain ownership or any other interest in the Livestock shall cease;

(b) reserves the right to stop any Livestock in transit;

(c) may issue proceedings to recover the Price of the Livestock sold not withstanding that ownership of the Livestock may not have passed to the Customer; and

(d) may enter the Land and recover the Livestock. In such event, Bowyer and Livermore serves the right tore-sell the Livestock following their recovery under this clause 20.

21. The Customer acknowledges that any amount owing pursuant to a statement is a liquidated debt due and payable to Bowyer and Livermore ( Debt ) without the need for Bowyer and Livermore to issue any notice or take any other steps in respect of proving the Debt. The Customer agrees and acknowledges that for any pre-existing Debt or any sums of money as may be outstanding and due and payable by the Customer to Bowyer and Livermore by the Customer or any of the Customer's related entities Bowyer and Livermore shall hereby be authorised to withhold and offset the proceeds received from any subsequent sale of Livestock to discharge any such pre-existing Debt or sums of money.

22. The Customer acknowledges that the Debt cannot exceed $50,000.00 unless otherwise agreed by Bowyer and Livermore in writing.

23. In the event that the Customer is late for payment in accordance with clause 16 of these Terms, then Bowyer and Livermore shall be entitled to charge interest at the rate of 12.00% per annum ( Penalty Interest Rate ) on any outstanding debt owing to Bowyer and Livermore. The parties acknowledge and agree that the Penalty Interest Rate is fair and reasonable in the circumstances.

24. In the event that the Customer is late for payment in accordance with clause 16 of these Terms, then Bowyer andLivermore shall be entitled to insure any Livestock or other goods acquired by the Customer as a result of the provision of the Services, with the premium being the Debt without notice to the Customer and the costs of such insurance shall form part of the Debt.

25. Except as expressly provided to the contrary in the Terms, all representations, warranties, terms and conditions in relation to the Services, whether implied or express, are hereby excluded unless otherwise not permitted to be excluded by the law.

26. The Customer acknowledges and agrees that if Bowyer and Livermore is in breach of these Terms then Bowyer and Livermore's liability is strictly limited to the provision of Services or the reasonable cost of having the relevant Services supplied again, at the sole option of Bowyer and Livermore.

27. In so far as permitted by law, Bowyer and Livermore's liability to indemnify the Customer will be reduced proportionately to the extent that any act or omission of Bowyer and Livermore contributed to the damages, cost, expense, loss or damage or actions, proceedings, claims or demands.

28. The Customer and the Guarantor/s warrant that until such time ownership of the Livestock passes to the Customer and subject to the other provisions as contained within these Terms, the Customer and the Guarantor/s:

(a) will effect and maintain insurance over and in relation to the Livestock with reputable, responsible and solvent insurers, for amounts, against risks and on terms that Bowyer and Livermore reasonably requires or, if Bowyer and Livermore does not notify the Customer of its requirements, that a prudent and reasonable owner of the Livestock engaged in a similar business to the Customer's business would effect and maintain;

(b) will note Bowyer and Livermore as an interested party on each insurance policy as taken out;

(c) will pay the premiums and other amounts payable for the insurance when due and payable and provide evidence as to a certificate of currency as and when requested by Bowyer and Livermore;

(d) will not do or permit or omit to be done anything which may prejudice or make void or voidable any of the insurance policies;

(e) will do everything and permit everything to be done to maintain the number, quality and value of the Livestock in accordance with good animal husbandry and land management principles;

(f) will protect the Livestock and the Proceeds from theft, damage or loss;

(g) will promptly notify Bowyer and Livermore if all or a substantial part of the Livestock is stolen, seriously damaged or lost;

(h) will not do anything or permit anything to be done or omit to do anything that is likely to lower the number, quality and value of the Livestock and the Proceeds;

(i) will not create a Security Interest or encumbrance over the Livestock in any manner which would affect or restrict the rights of Bowyer and Livermore under these Terms or Bowyer and Livermore's interest in the Livestock;

(j) will promptly carry out any direction of Bowyer and Livermore to remedy any defect in the condition of the Livestock;

(k) will comply with all governing statutory and regulatory obligations;

(l) has the authority to enter into these Terms;(m) will monitor and regularly attend to reviewing these Terms;

(n) will not break any law or infringe on any third party's rights;

(o) will not transmit, publish or communicate material which is defamatory, offensive, abusive, indecent, menacing, unwanted or otherwise unlawful or unauthorised concerning Bowyer and Livermore or the Services provided by Bowyer and Livermore

(p) will use all reasonable endeavours to limit any circumstances which may expose Bowyer and Livermore to any liability;

(q) grants to Bowyer and Livermore and its representatives at any reasonable time a right to enter on any property owned, used or occupied by the Customer (including but not limited to the Land) as and when required and to do everything on its part and cause and permit any related parties to do everything on their part that is necessary or desirable to enable Bowyer and Livermore to safely enter upon any such property as may be reasonably required;

(r) will conduct its business in a proper and efficient manner and do everything to maintain its business existence in good standing;

(s) hold the cash proceeds of any sale of the Livestock on trust for Bowyer and Livermore in a separate account until the Customer's liability to Bowyer and Livermore has been discharged;

(t) keep the Livestock properly marked with an Identifier and in accordance with all relevant laws and requirements;

(u) not move or allow to be moved any Livestock from the Land except in the ordinary course of the Customer's ordinary business and in such event, notify Bowyer and Livermore if any Livestock is moved from the Land and, the location where the Livestock has been moved to;

(v) maintain complete and accurate records concerning the Livestock including records relating to:

i. health and veterinary treatment, stud reports and certificates;

ii. intellectual property rights including the Customer's right to use the Identifiers;

iii. all embryos and semen straws and progeny resulting from the embryos and semen straws; and

iv. all progeny by or from the Livestock;

(w) if requested by Bowyer and Livermore for the purpose of inspection, muster the Livestock to a place specified by the Bowyer and Livermore to enable the inspection to be made conveniently;

(x) if the Proceeds include wool, when it is usual and in the proper season:

i. shear and pack the wool clip in accordance with best practice and into bales marked with the proper brand of the wool; and

ii. if requested by Bowyer and Livermore deliver the wool to a place that Bowyer and Livermore approves for the purpose of storage and sale;

(y) will not lease or licence the Livestock or allow a surrender or variation of any lease or licence of the Livestock;

(z) will not give control of the Livestock to any other person other than Bowyer and Livermore;

(aa) will not part with possession of the Livestock other than by giving possession to Bowyer and Livermore;

(bb) will not change the nature of the Livestock;

(cc) will not deal in any other way with the Livestock or interest in it or allow any interest in it to arise and be varied; and

(dd) will not sell, assign, or transfer the Livestock to any other person or through any other agent other than Bowyer and Livermore, in which the Customer agrees that only Bowyer and Livermore shall be permitted to facilitate any sale of the Livestock.

29. Subject to the provisions of the insurance policy the Customer and the Guarantor/s agree to apply any money paid by an insurer under any insurance to Bowyer and Livermore.

30. For the avoidance of doubt, Bowyer and Livermore will at no times obtain transit insurance in relation to the Livestock. The Customer shall be required to obtain and maintain transit insurance at the discretion of the Customer, to cover any such period of time that the Livestock is in transit to the Customer. Should the Customer elect to not obtain transit insurance or should the Customer or Bowyer and Livermore incur any loss or cost as a result of the transit period, the Customer shall assume all liability and completely indemnify Bowyer and Livermore for all and any such claims which may arise during or as a result of the transit period.

31. The Customer must pay or reimburse Bowyer and Livermore upon demand for all of Bowyer and Livermore's costs, including Bowyer and Livermore's legal costs on a full indemnity basis, in connection with or incidental to:

(a) any default by the Customer in observing or performing any of its obligations under these Terms;

(b) the termination of these Terms otherwise than by the expiration of time; and

32. The Customer will be in default of the Terms if:

(a) the Customer breaches any provision contained in the Terms, including but not limited to the warranties set out at clause 28;(b) payment for the Services has not been received by Bowyer and Livermore when payment falls due pursuant to clause 16;

(d) the Customer, being a body corporate, becomes an externally-administered body corporate or has an application for winding up filed against it; or

(e) Bowyer and Livermore, in its absolute discretion, forms the view that the Customer's creditworthiness or solvency has diminished.

33. Should the Customer be in default pursuant to clause 32 then Bowyer and Livermore may:

(a) treat the Terms with the Customer as being repudiated and sue for breach of contract; and/or

(b) refuse to provide the Services to the Customer; and/or

(d) immediately enter onto any property (including but not limited to the Land) in which the Livestock are contained and to immediately take possession of the Livestock in which Bowyer and Livermore shall hereby be authorised to sell the Livestock and applying any proceeds as may be received so as to discharge any outstanding debt or monies which may be due and payable to Bowyer and Livermore by the Customer in which the Customer and Guarantor/s must act in good faith and to execute any such documents as may be required to facilitate the sale of the Livestock or for the enforcement of any of Bowyer and Livermore's rights as set out and contained in these Terms; and/or

(e) appoint a receiver as the agent of Bowyer and Livermore so as to exercise the enforcement rights as set out and contained in these Terms; and/or

(f) exercise any rights of Bowyer and Livermore under clause 34 of these Terms.

34.(a) The Customer acknowledges that title to the PPSA Personal Property remains vested in Bowyer and Livermore and will not pass to the Customer until the price for the PPSA Personal Property and any other amounts that may remain outstanding by the Customer to Bowyer and Livermore from previous transactions has been paid in full and received by Bowyer and Livermore.

(b) The Customer acknowledges that these Terms constitute a security agreement for the purposes of section 10 of the Personal Property Securities Act 2009 ( PPSA ) ( Security Agreement ) and that a Security Interest exists in the PPSA Personal Property.

(c) The Customer will execute documents and do such further acts as may be required by Bowyer andLivermore to register the Security Interest granted to Bowyer and Livermore, including registering a financing statement or financing change statement or to register any other document, including for correction of any defect on the PPSR.

(d) The Customer agrees to:

i. fully indemnify and upon demand being made by Bowyer and Livermore reimburse Bowyer and Livermore for all expenses incurred in registering a financing statement or financing change statement on the PPSR or releasing any PPSA Personal Property charged thereby;

ii. not register a financing change statement in respect of a Security Interest without the prior written consent of Bowyer and Livermore;

iii. not register or permit to be registered, a financing statement or a financing change statement in relation to any PPSA Personal Property in favour of any other third party without the prior written consent of Bowyer and Livermore; and

iv. immediately advise Bowyer and Livermore of any subsequent dealings with the PPSA Personal Property which would diminish any proceeds which Bowyer and Livermore may be entitled pursuant to the terms and conditions as set out in these Terms.

35. To the extent that chapter 4 of the PPSA would otherwise apply to enforcement by Bowyer and Livermore of anySecurity Interest in the PPSA Personal Property, the parties agree that the following provisions of the PPSA are excluded:

(a) to the extent permitted by section 115(1) of the PPSA sections 125, 132(3)(d), 132(4), 135, 142 and 143 of the PPSA; and(b) to the extent permitted by section 115(7) of the PPSA sections 129(2) and (3), 132, 133(1) (b), 134(2), 135,136(3), (4) and (5) and 137.36. The Customer irrevocably appoints Bowyer and Livermore and each of its authorised officers as its attorney with the right at any time to:

(a) comply with the obligations of the Customer under these Terms;

(b) do everything that in the attorney's reasonable opinion is necessary or expedient to enable the exercise of any right of Bowyer and Livermore in relation to these Terms;

(d) appoint, substitute and otherwise delegate its powers;

(e) control any of the PPSA Personal Property that is secured within the meaning of section 21(2)(c) of the PPSA; and

(f) after any default event has occurred, to do everything that the Customer may lawfully authorise and agent to do in relation to these Terms and the PPSA Personal Property.

37. The Customer and the Guarantor/s agree and acknowledge that in order to reasonably secure Bowyer andLivermore's position having regard to the level of financial accommodation as provided to the Customer and limitations associated with taking security only over Livestock that the following additional security is also offered, without limitation to the security over the PPSA Personal Property, accordingly both the Customer and the Guarantor/s jointly and severally agree to:

(a) jointly and severally unconditionally grant to Bowyer and Livermore a fixed charge over all Other Property, including but not limited to a charge over any freehold, leasehold or other interests in land (including all interests in fixtures) owned by the Customer or the Guarantor or which the Customer or the Guarantor may acquire or otherwise obtain in the future; and

(b) to charge any interest in which they maintain in land in favour of Bowyer and Livermore to secure all and any amounts owing in connection with these Terms and so as to recognise Bowyer and Livermore's interest in any such land affording also Bowyer and Livermore with the right to register a caveat and if required by Bowyer and Livermore at any time, a right to register a mortgage over any land to which Bowyer and Livermore may specify to recognise its interests held pursuant to this clause 37, so as to secure the payment of any amounts that may be outstanding by the Customer to Bowyer and Livermore and the punctual performance of all of the Customer's other obligations to Bowyer and Livermore at any time;

(c) execute all such other associated documentation and do all that is reasonably necessary and required by Bowyer and Livermore to affect any charge, caveat or mortgage required by Bowyer and Livermore under clause 37 as and when required, without delay;

(d) must execute any further loan and security agreement prepared on terms and conditions as may also be required by Bowyer and Livermore and to execute all such other associated documentation as and when

(e) required, without delay.

38. The Customer consents to the waiver of the requirement for notice under any other provision of the PPSA that the Customer may notify to Bowyer and Livermore after the date of these Terms and waives any rights it has to receive that notice.

39. The Customer acknowledges that it has received value as at the date of first delivery of provision of the PPSA Personal Property has not agreed to postpone the time for attachment of the Security Interest granted pursuant to the provisions of these Terms.

40. Bowyer and Livermore and the Customer must not disclose information of the kind referred to in section 275(1) of the PPSA (except where required under section 275(7) of the PPSA) and must not authorise the disclosure of such information at any time. Bowyer and Livermore may use any personal information of the Customer to register and enforce any Security Interest of Bowyer and Livermore under the PPSA.

41. The Customer acknowledges that:

(a) Bowyer and Livermore may maintain an asset register which identifies which Livestock is subject to these Terms by listing the Identifiers in written form on the Invoices

(b) Bowyer and Livermore may submit the Invoices to a receiver or liquidator for the purposes of enforcing and providing evidence as to its Security Interest in the Livestock and/or Proceeds; and

(c) a failure by Bowyer and Livermore to list the Identifiers on Invoices issued under these Terms will not in anyway limit the rights of Bowyer and Livermore under these Terms, including but not limited to enforcing its Security Interest in the Livestock or Proceeds.

42. The Customer irrevocably grants to Bowyer and Livermore the right to enter upon the Land, property or premises of the Customer, without notice, and without being in any way liable to the Customer or to any other third party, if Bowyer and Livermore has cause to exercise any of its rights under sections 123, 128 or 138C of the PPSA, and the Customer shall indemnify Bowyer and Livermore from any claims made by any third party as a result of any such exercise of this right.

43. Bowyer and Livermore does not exclude or limit the application of any provision of any applicable legislation or other regulations (including the Competition and Consumer Act 2010 (Cth) ) where to do so would contravene such legislation or regulation or cause any part of there Terms to be void. Nothing in these Terms is to be interpreted as doing so.

44. The Customer and the Guarantor/s agree and acknowledge that in the event that Bowyer and Livermore is unable to register its Security Interest as created by operation of clause 34 of these Terms and therefore either has its Security Interest deferred in priority, extinguished or subrogated to the right of the Customer or any other third party and is unable to take priority in the PPSA Personal Property, or register any part or all of Bowyer and Livermore's Security Interest then the Customer and the Guarantor/s agree to fully indemnify Bowyer and Livermore against all loss or damages as sustained by Bowyer and Livermore arising from or in connection with Bowyer and Livermore being unable to register any part or all of its Security Interest.

45. The Customer and the Guarantor/s agree that Bowyer and Livermore are hereby authorised to use any personal information as supplied for the purpose of assessing credit worthiness and to verify the details as supplied.

46. Further, the Customer and the Guarantor/s agree and acknowledge that Bowyer and Livermore may use the personal information obtained to:

(a) verify the identity of the Customer and/or Guarantor;

(b) for the purpose of assessing credit worthiness and when taking enforcement proceedings against theCustomer and/or Guarantor/s;

(d) investigate misconduct; and

(e) assist Bowyer and Livermore for research purposes.

47. The Customer and/or the Guarantor/s shall have the right to request (by e-mail) from Bowyer and Livermore:

(a) a copy of the information about the Customer and/or Guarantor/s retained by Bowyer and Livermore and in addition, the right to request that Bowyer and Livermore correct any incorrect information; and

(b) that Bowyer and Livermore does not disclose any personal information about the Customer and/or the Guarantor/s for the purpose of direct marketing.

48. Bowyer and Livermore will destroy personal information upon the request of the Customer and/or the Guarantor/s (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of these Terms or is required to be maintained and/or stored in accordance with the law.

49. The Guarantor/s in consideration of Bowyer and Livermore having agreed to supply credit terms at the Customer's request:

(a) guarantees that the Customer will perform all of its obligations pursuant to the Terms;

(b) must pay on demand any amount which Bowyer and Livermore is entitled to recover from the Customer under these Terms;

(c) indemnifies Bowyer and Livermore against all loss resulting from Bowyer and Livermore having entered into these Terms whether from the Customer's failure to perform its obligations under it or from the Terms being or becoming unenforceable against the Customer; and

(d) that to secure the terms of this guarantee the Guarantor/s offer the security as set out in clause 37 of these Terms.

50. To the fullest extent permitted by law, the Customer represents and warrants to Bowyer and Livermore that it is relying and will continue to rely upon the Customer's own skill and judgement in relation to the quality of Livestock, goods and/or Services, and their fitness for any purpose that may be required and that it is not relying upon any conduct or representation of Bowyer and Livermore.

51. The liability of the Guarantor/s will not be affected by:

(a) Bowyer and Livermore granting the Customer or the Guarantor/s time or any indulgence, or agreeing not to sue the Customer or another Guarantor/s; or

(b) a failure by any Guarantor/s in signing this document.

52. In the event Bowyer and Livermore is delayed in or prevented, in whole or in part from:

(a) performing any obligation or condition; and/or

(b) exercising its rights, under these Terms, by reason of, or as a result of, any events outside Bowyer and Livermore's control, then Bowyer and Livermore will be excused from performing such obligations or conditions and not be liable for any loss or damage suffered by the Customer during such period in which Bowyer and Livermore is so delayed or prevented and for a period of fifteen (15) business days thereafter.