Terms and Conditions

Wholesale Supply Terms and Conditions

1. Definitions and Interpretation

1.1. Definitions

In this Agreement and in any instrument created pursuant to or in accordance with it, unless the context otherwise requires:

(a) “Account” means an account issued to you by Knock on Wood Toys for your access to Knock on Wood Toys’ wholesale online shop, and all users, usernames and passwords relating thereto;

(b) “Agreement” means these Wholesale Supply Terms and Conditions as amended from time to time and any applicable Order;

(c) “Business Day” means a weekday when trading banks are ordinarily open in the place where the relevant act is to occur;

(d) “Confidential Information” means all information passing from Knock on Wood Toys to you relating to an Order or arising from the grant or use of your Account, including but not limited to, products, trade secrets, drawings, know-how, techniques, concepts, projections, arrangements and Deeds with third parties, Knock on Wood Toys’ information and information proprietary to Knock on Wood Toys, formulae, concepts not reduced to material form, designs, plans, models, financial data and pricing lists, other than information which is in the public domain for any reason other than by the breach of this Agreement by you;

(e) “Delivery Location” means the place you advise the Goods are to be delivered and if not advised, your address previously provided to Knock on Wood Toys;

(f) “Delivery Price” means the price provided by Knock on Wood Toys for delivery of the Goods to you;

(g) “Goods” means the goods, materials, products and any other item or thing supplied to you pursuant to an Order;
(h) “Grantor” means you;

(i) “GST Act” means the Act titled A New Tax System (Goods and Services Tax) Act 1999 as amended from time to time;

(j) “GST” has the meaning given to this term by the GST Act;

(k) “Insolvency Event” means official management, appointment of an administrator and /or receiver, compromise, arrangement, merger, amalgamation, reconstruction, winding up, dissolution, assignment for the benefit of creditors, scheme of composition or arrangement of creditors, insolvency, bankruptcy or any similar procedure;

(l) “Order” means any acceptance to purchase the Goods, including but not limited to:

(i) Any purchase made by use of your Account; or

(ii) Other agreement in writing between you and Knock on Wood Toys;

(m) “Price” means the price of the Goods as specified in the Order and varied in accordance with clause 4.2 as applicable;

(n) "Related Persons" means and includes servants, employees, agents, contractors and sub-contractors;

(o) “Knock on Wood Toys” means Knock on Wood Toys Pty Ltd ACN 163 623 238 trading as Knock on Wood Toys and any lawful assignee, transferee or successor of Knock on Wood Toys in relation to the Security Interest, this Agreement, or any other related document(s); and

(p) “You” or “your” means the legal entity or individual who is the holder of the Account.

1.2. Interpretation

In this Agreement and in any instrument created pursuant to or in accordance with this Agreement, unless the context otherwise requires:

(a) The singular includes the plural and vice versa;

(b) A reference to a person includes an individual and a corporation, partnership, joint venture, association, authority, trust, State or Government and vice versa;

(d) A reference to any gender includes all genders;

(e) A reference to a recital, clause, schedule, annexure, appendix or exhibit is to a recital, clause, schedule, annexure, appendix or exhibit of or to this Agreement;

(f) A recital, schedule, annexure, appendix or exhibit or description of the parties forms part of this Agreement;

(g) A reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;

(h) Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;

(i) Where an expression is defined anywhere in this Agreement it has the same meaning throughout;

(j) A reference to "dollars" or “$” is to an amount in Australian currency;

(k) A reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provisions substituted for, and any subordinate legislation issued under, that legislation or legislative provision; and

(l) All headings throughout this Agreement have been inserted for the purpose of ease of reference only and will not define, limit or affect the meaning or interpretation of this Agreement or of any instrument created pursuant to or in accordance with this Agreement.

2. Formation of Agreement

2.1. You and Knock on Wood Toys are entering into this Agreement where the parties agree to the terms and conditions of this Agreement to facilitate and govern the supply of the Goods and use of your Account.

2.2. Each Order placed by you or placed through use of your Account constitutes a separate Agreement which incorporates the provisions of this Agreement as amended from time to time. Any Security Interests created thereby are also governed by the provisions of this Agreement as amended from time to time.

2.3. In the event of any inconsistencies between an Order, any other document and these Wholesale Supply Terms and Conditions, these Wholesale Supply Terms and Conditions prevail unless expressly agreed in writing otherwise. No terms provided by you will be incorporated into the Agreement unless expressly agreed in writing otherwise.

2.4. Knock on Wood Toys may amend the Wholesale Supply Terms and Conditions at any time with or without notice to you. The amended terms will immediately become binding on you to the extent that the amendments apply to your Account and to all Orders placed subsequent to the amendment.

3. Account

3.1. These Wholesale Supply Terms and Conditions apply to the use of your Account. By applying for, requesting access or using your Account you are agreeing to be bound to the Wholesale Supply Terms and Conditions as amended from time to time.

3.2. Knock on Wood Toys may choose at their sole discretion to grant you an Account. To be eligible for use of the Account, you must provide any and all information reasonably requested by Knock on Wood Toys, including but not limited to, the legal entity of your business, your business name, principal contact and the name of any person who may use the Account.

3.3. If you are granted an Account, you:

(a) Must only use your Account in accordance with these Wholesale Supply Terms and Conditions, Knock on Wood Toys’ policies and any applicable law;

(b) May use the Account to purchase wholesale Goods from Knock on Wood Toys. By using your Account to place an Order, the entity who holds the Account will immediately become bound to the terms and conditions of this Agreement as apply to the Order of Goods;

(c) Must not disclose any details relating to your Account (including but not limited to your username or password) to any person who is not authorised to access or use your Account on your behalf;

(d) Are and will be responsible for:

(i) All activities that occur under your Account; and

(ii) Maintaining the security and confidentiality of all your Account information (including but not limited to usernames and passwords). You must notify Knock on Wood Toys promptly of any unauthorised use of your Account or any other known or suspected breach of security of which you become aware;

(e) Will use your Account at your own risk. Knock on Wood Toys accepts no liability for any loss or damage you suffer due to the existence of or your use or any unauthorised use of your Account other than as set out in this Agreement; and

(f) Indemnify Knock on Wood Toys from any loss or damage caused by you or suffered by Knock on Wood Toys as a result of the use of your Account or breach of this clause 3.

3.4. Knock on Wood Toys accepts no liability for your failure to comply with this clause 3.

3.5. Knock on Wood Toys may at any time at their sole discretion suspend, revoke, remove your access or delete your Account. You acknowledge that you are not entitled to require access to an Account or that an Account be reinstated and that any information contained on an Account including but not limited to, your order history may be lost or deleted at any time.

4. Order and Payment

4.1. By placing an Order, you agree to:

(a) Purchase the Goods described in the Order; and

(b) Pay the Delivery Price which will be calculated in accordance with reasonably industry rates.

4.2. The Price of the Goods shown on an Order excludes the cost of delivery of the Goods and is exclusive of GST unless otherwise stated in writing. If the Price contains any error, then Knock on Wood Toys will notify you in writing of the correct Price. If you do not agree to the new Price, the Order shall be cancelled.

4.3. On receipt of an Order, Knock on Wood Toys shall issue you a tax invoice setting out:(a) The Price of the Goods;
(b) The Delivery Price;
(c) The GST applicable to the supply; and
(d) Any other costs or expenses associated with the supply of the Goods.

4.4. On receipt of the tax invoice you will pay all outstanding amounts set out in the tax invoice on receipt of the tax invoice.

4.5. You acknowledge that Knock on Wood Toys must receive full payment of the tax invoice prior to delivery of the Goods and that Knock on Wood Toys is not required to take any action until payment has been received.

4.6. If you neglect or refuse to pay the tax invoice on receipt of the tax invoice, then Knock on Wood Toys may, at its option, with or without notice to you, suspend performance of any obligations under this Agreement or terminate this Agreement.

4.7. Knock on Wood Toys may also require the payment of any and all outstanding amounts owed by you to Knock on Wood Toys before commencing delivery of any Goods. Knock on Wood Toys may, at Knock on Wood Toys’ sole discretion, allocate any amount received from you against any amounts payable by you to Knock on Wood Toys including but not limited to amounts payable under this or any other Agreement between you and Knock and Wood Toys.

4.8. An Order cannot be cancelled without the prior written consent of Knock on Wood Toys unless otherwise provided in this Agreement. When an Order is cancelled, you indemnify Knock on Wood Toys from any loss, damage, cost or expenses (including legal costs) incurred as a result of the cancellation.

5. Subject to Stock Availability
You acknowledge that any supply is subject to availability of the relevant Goods and that any stock availability shown or represented are indications only and cannot be relied upon. Knock on Wood Toys will notify you if for any reason the Goods ordered are not available. You agree that upon any such notification, the Order will be cancelled to the extent of the unavailability unless otherwise agreed in writing between the parties.

6. Delivery

6.1. Knock on Wood Toys will aim to ship the Goods within fourty-eight (48) hours of receipt of payment however, you acknowledge that this is an estimate only and cannot be relied upon.

6.2. You must make adequate arrangements to receive delivery as advised by Knock on Wood Toys or a relevant delivery provider . If you fail to receive delivery of the Goods on the date advised for delivery, then you will be liable and will pay for any additional costs Knock on Wood Toys incurs until delivery or collection is properly affected.

6.3. You must inspect the Goods and notify Knock on Wood Toys of any patent defects thereto within seven (7) days of delivery, after which time you shall be deemed to have waived any right to dispute the condition of the Goods at the time of delivery.

7. Your Warranties

7.1. You warrant that:
(a) Any and all information you provide to Knock on Wood Toys is true, accurate and not misleading in any way; and
(b) You have not relied on any statement, representation, assurance or warranty other than as expressly set out in this Agreement or any Order, including but not limited to any representation, assurance or warranty related to the description, condition, serviceability or suitability of the Goods.

8. Retention of Title
Notwithstanding physical delivery of the Goods to you or passing of risk, ownership of the Goods shall remain with Knock on Wood Toys until you have made full payment for those Goods and paid any other amount owing to Knock on Wood Toys from time to time. The parties acknowledge and agree that Knock on Wood’s interest in the Goods under this clause is a Security Interest for the purposes of the PPSA.

9. PPSA

9.1. General

(a) This clause applies to any the extent that this Agreement provides for a Security Interest for the purposes of the PPS Law.
(b) The rights of Knock on Wood Toys under this document are in addition to and not in substitution for Knock on Wood Toys’s rights under the law (including the PPS Law) and Knock on Wood Toys may choose whether to exercise rights under this document, and/or under other law, as it sees fit.

9.2. Definitions
For the purposes of this clause:
(a) “Collateral” means all personal property (as defined by the PPS Law) of Knock on Wood Toys that is the subject of a Security Interest granted in connection with this Agreement, and includes without limitation the Goods,
(b) PPS Law means the PPSA, any regulations made pursuant to the PPSA, and any amendment made at any time to the Corporations Act 2001 (Cth) or any other legislation as a consequence of the PPSA;
(c) PPSA means the Personal Property Securities Act 2009 (Cth); and
(d) Words and phrases used in this clause that have defined meanings in the PPS Law have the same meaning as in the PPS Law unless the context otherwise indicates.

9.3. Registration
If Knock on Wood Toys determines that this Agreement (or a transaction in connection with it) is, or contains, or grants, or brings about a Security Interest for the purposes of the PPS Law, you must do anything (such as obtaining consents and signing documents) which Knock on Wood Toys requires for the purposes of:
(a) Ensuring that Knock on Wood Toys’ security interest is enforceable, perfected and otherwise effective under the PPSA;
(b) Enabling Knock on Wood Toys to gain first priority (or any other priority agreed to by Knock on Wood Toys in writing) for its security interest; and
(c) Enabling Knock on Wood Toys to exercise rights in connection with the security interest.

9.4. Proceeds and Security Agreement
(a) This agreement is a security agreement for the purposes of the PPSA.
(b) Knock on Wood Toys’ Security Interest in the Collateral includes and attaches to the Proceeds of the Collateral.

9.5. Notices
Knock on Wood Toys is not required to give any notice under the PPSA (including notice of a verification statement) unless the notice is required by the PPSA to be given and such requirement cannot be excluded.

9.6. Notification
You must notify Knock on Wood Toys as soon as you become aware of any of the following:
(a) If the Collateral is seized or detained for any reason, or if any other person asserts a security interest in or other rights to the Collateral;
(b) If a Security Interest is created over the Collateral in favour of any other person;
(c) If any personal property which does not form part of the Collateral becomes an accession to the Collateral and is subject to a security interest in favour of a third party; or
(d) If any of the Collateral is located or situated outside Australia.

9.7. Prohibited Conduct
You must not:
(a) Create, purport to create or permit to be created any Security Interest or other encumbrance over any of the Collateral whatsoever (other than security interests granted in favour of Knock on Wood Toys or granted by Knock on Wood Toys); or
(b) Permit any of the Collateral to become an accession to or co-mingled with any asset that is not part of the Goods.

9.8. PPSA Enforcement
(a) If Chapter 4 of the PPSA does apply to the enforcement of a Security Interest arising under or in connection with this agreement, then to the maximum extent permitted by law, the Grantor agrees that sections 95, 96, 117, 118, 120, 121(4), 123, 125, 126, 128, 129, 130, 132(3)(d), 132(4), 134(1), 135, 142, 143 and Division 6 of Part 4.3 will not apply to the enforcement of that Security Interest.
(b) To the maximum extent permitted by law, the Grantor agrees that:
(i) The Grantor waives any rights it may have to receive a verification statement in respect of any financing statement or financing change statement in respect of any Security Interest created or arising out of or pursuant to this agreement; and
(ii) Section 275 (provision of information) of the PPSA will not apply.

9.9. Documentation Costs
You must pay on demand to Knock on Wood Toys all fees and outlays associated with the registration of any Security Interest pursuant to this agreement on the PPSR.

9.10. Enforcement

(a) At any time after any default in payment of any moneys or in performance or observance of any covenant or agreement of yours owed to Knock on Wood Toys (“Secured Moneys”), Knock on Wood Toys may appoint in writing any person/s to be a receiver or a receiver and manager (“Receiver”) of the whole or any part of the Collateral and may remove that Receiver and if the Receiver is removed, retires or dies, may appoint another Receiver. A Receiver will, without the need for your consent, have those powers conferred on a receiver or receiver and manager by statute or by law and to do all things necessary or convenient to perform or observe any of the obligations of yours contained in this agreement and to do all other acts and things without limitation which the Receiver thinks are appropriate in the interests of Knock on Wood Toys. Notwithstanding that a Receiver may or may not have been previously appointed at any time after the Secured Moneys have become payable and without giving any notice Knock on Wood Toys may exercise all or any of the powers authorities and discretions conferred on a Receiver under this clause.
(b) A Receiver will be your agent who will alone be responsible for the acts and defaults of the Receiver except to the extent that this is not lawfully possible following the commencement of the your winding up in which case and to that extent only the Receiver will be the agent of Knock on Wood Toys.
10. Change of Details
You must not, whilst you have any continuing obligations under this Agreement, change your name, ACN, ABN or any other details provided to Knock on Wood Toys or otherwise required for registration of a Security Interest on the PPSR without notifying Knock on Wood Toys in writing ten (10) business days before the change occurs.

11. Interest on Overdue Amounts

11.1. Any overdue amounts owing by you (including judgment debts) shall accrue overdue interest at the rate of . Interest shall be calculated from the due date for payment up to and including the date payment is actually received by Knock on Wood Toys. Such interest may be recovered from you as a liquidated debt.11.2. In the event that Knock on Wood Toys is permitted by law to claim a higher interest rate (for example, a pre-judgment or post-judgment interest rate), then Knock on Wood Toys may charge such higher interest rate by written notice to you.

12. Risk
All goods supplied by Knock on Wood Toys shall be at your risk from the time the Goods leave possession of Knock on Wood Toys.

13. Limitation of Liability

13.1. It is your responsibility to establish any warranty relationship with the manufacturer (if applicable) by ensuring that warranty cards or other registration requirements of the manufacturer of any Goods supplied or installed by Knock on Wood Toys are complied with.

13.2. All information, photographs, specifications or samples provided by Knock on Wood Toys in relation to the Goods are approximations only and, subject to any applicable guarantees under the Australian Consumer Law, small deviations or slight variations from them which do not substantially affect your use of the Goods will not entitle you to reject the Goods upon delivery, or to make any claim in respect of them.

13.3. To the extent permitted by law and notwithstanding any right you may have at law or equity, Knock on Wood Toys is not liable for or responsible in any way to you or any other person for any loss, damages, costs, expenses or other claims (including consequential damages and loss of profits) caused or suffered as a result of or associated with, directly or indirectly:
(a) Delivery of the Goods; or
(b) Any defect, deficiency or discrepancy in the supply of the Goods.

13.4. If the Australian Consumer Law applies to this Agreement, any liability of Knock on Wood Toys to you shall be limited as follows:
(a) In the case of Goods supplied, to the replacement of the Goods or the supply of equivalent Goods, the payment of the costs of replacing the Goods or of acquiring equivalent Goods or the payment of the costs of having the defective Goods rectified, at the election of Knock on Wood Toys; or
(b) In the case of services provided, the resupply of the services or the payment of the costs of having the services supplied again, at the election of Knock on Wood Toys.

14. Indemnities
To the extent permitted by law, you assume liability for, and indemnify and will keep indemnified, protected, saved and harmless Knock on Wood Toys from and against any and all injuries, actions, proceedings, claims, demands, liabilities, losses, damages, costs, penalties and all expenses, legal or otherwise (including court costs and legal fees on a full indemnity basis) and of whatsoever kind and nature (including claims based upon strict liability in tort):

(a) Caused by or arising from (directly or indirectly in whole or in part) a breach of this Agreement by you;
(b) Arising out of or alleged to arise out of the sale, possession, use, repair, maintenance, storage, breakdown, misuse, loss, damage, theft or operation of the Goods by you or your Related Persons or while the Goods are at your risk; and/or
(c) Incurred by Knock on Wood Toys in respect of any loss of the Goods by distress, execution or other legal process affecting the Goods.

15. Confidentiality

15.1. You must keep the details of this Agreement and any Confidential Information confidential, except:
(a) Where Knock on Wood Toys consents to such disclosure;
(b) To any solicitor, consultant, financier or advisor engaged by you for advice in relation to any matter in connection with this Agreement;
(c) As required by law; or
(d) To the extent required to enforce your rights under this Agreement.

15.2. Prior to disclosing any Confidential Information to a third party, you must obtain a written agreement from the third party to keep such matters confidential unless that other party is a professional advisor who is bound by a duty of confidentiality.
16. Credit Card Surcharge
Knock on Wood Toys may charge a fee for accepting payment of moneys due and owing under this Agreement by way of credit card. The amount of the fee will be advised at the time for payment.

16. Credit Card Surcharge

Knock on Wood Toys may charge a fee for accepting payment of moneys due and owing under this Agreement by way of credit card. The amount of the fee will be advised at the time for payment.

17. Notices

17.1. Except otherwise provided herein, any notice under this Agreement shall be given in writing to:
(a) For a notice to you, your address or email address listed as the contact for your Account unless otherwise advised;
(b) For a notice to Knock on Wood Toys, or .

17.2. If the notice is delivered by prepaid post, such notice shall be deemed to have been received two (2) business days after the date of posting.

17.3. If the notice is delivered by email, such notice shall be deemed to have been received two (2) hours after the time sent (as recorded on the device from which the sender sent the email), unless the sender receives an automated message that the email has not been delivered. The sender must act honestly and reasonably in relation to any receipt of an automated message.

18. Force Majeure

18.1. In this clause, “Force Majeure” means any act, event or cause which is beyond the reasonable control of Knock on Wood Toys. Without limiting the meaning of this expression it shall include:
(a) An act of God, war, sabotage, riot, insurrection, civil commotion, national emergency (whether in fact or law), martial law, peril of the sea, accident of navigation, fire, lightning, flood, cyclone, tsunami, earthquake, landslide, storm or other adverse weather conditions, explosion, power shortage, strike or other labour difficulty, epidemic, quarantine, radiation, or radioactive contamination;
(b) Action or inaction of a government or other competent authority, including expropriation, restraint, prohibition, intervention, requisition, requirement, direction, embargo by legislation, regulation, decree or other legally enforceable order, and
(c) Breakdown of plant, machinery or equipment or shortages of labour, transportation, fuel, power or plant, machinery, equipment or material.

18.2. Knock on Wood Toys will not be liable for any breach of Knock on Wood Toys’ obligations under this Agreement or for any loss or damage caused by such breach, where Knock on Wood Toys becomes unable, wholly or in part, by Force Majeure to carry out the relevant obligation.

19. Dispute Resolution

19.1. Should at any time a party assert that a dispute exists between the parties arising out of or in connection with the Agreement that party may submit a written notice (‘Notice of Dispute’) to the other party specifying:
(a) The nature of the dispute that has arisen;
(b) The areas of expertise it considers are required to resolve the dispute;
(c) The major issues for determination; and
(d) The relief or outcome being sought.

19.2. Within five (5) Business Days of receipt of the Notice of Dispute, the other party shall provide a written response (‘Notice of Response’) stating its position in relation to the dispute, including:
(a) A statement of the areas of expertise it considers are required to resolve the dispute;
(b) Any additional issues that should be referred for determination; and
(c) Any comment on the relief or outcome referred to in the Notice of Dispute.

19.3. Within five (5) Business Days of receipt of the Notice of Response, the parties must take reasonable steps to resolve the dispute, which must include (at a minimum) each party appointing a representative with the authority to resolve the dispute, and arranging for the representatives to meet (which may be in person or by phone, videoconference or other technology) to try to negotiate a resolution to the dispute.

19.4. If the dispute is not resolved at that meeting, the parties agree to enter into mediation in good faith to settle the dispute. To initiate the mediation a party must give notice in writing to the other party to the dispute, referring the dispute to mediation. Unless otherwise agreed between the parties within (10) Business Days, the parties will jointly apply for the mediator to be nominated by the President of the Queensland Law Society. The mediator may conduct the mediation as the mediator sees fit and the parties shall pay an equal share of the mediator’s fees, costs and expenses. If the dispute is settled, the parties must sign a copy of the terms of settlement.

19.5. Unless otherwise agreed between the parties, neither party may commence legal proceedings without first complying with this clause 19, provided that nothing in this clause shall prohibit a party from applying to a court or tribunal of competent jurisdiction for urgent injunctive relief. A party shall not be considered to have failed to comply with this clause solely due to the inaction, non-compliance or obstruction of the other party.

19.6. The service of a Notice of Dispute under this clause may suspend (if considered appropriate by Knock on Wood Toys at Knock on Wood Toys’ reasonable discretion) the contractual obligations of Knock on Wood Toys only, in relation to delivery of shipping of any Goods. All other contractual obligations of the parties must continue as normal.

20. Termination of Agreement

20.1. Termination by Knock on Wood Toys

Knock on Wood Toys may by notice in writing to you suspend the provision of services and/or the supply of Goods or terminate this Agreement if:
(a) You are in breach of your obligations to make payments or accept delivery in accordance with this Agreement; or
(b) You are in breach of any obligations under the Agreement and that breach has not been remedied within fourteen (14) days (or such other longer period as Knock on Wood Toys may allow) of the service by Knock on Wood Toys on you of the notice requiring the breach to be remedied; or
(c) Knock on Wood Toys is delayed or otherwise unable to perform some or all of its obligations under this Agreement for one of the reasons set out in clause 18 of this Agreement.
20.2. Consequences of the Suspension or Termination
(a) If Knock on Wood Toys suspends any obligation under this Agreement including but not limited to, the provision of the Goods, in accordance with this clause 20, then Knock on Wood Toys may at its sole discretion at any time either terminate this Agreement or recommence the services by notice in writing to you.
(b) Termination shall be without prejudice to any claim that either party may have against the other in respect of any breach of the terms of the Agreement which occurred prior to the date of termination.
(c) If the Agreement is terminated for any other reason other than a breach of the Agreement by Knock on Wood Toys, as the case may be, then you shall pay Knock on Wood Toys for any services carried out prior to the date of termination and all other costs and expenses incurred by Knock on Wood Toys, as a result of the termination (including without limitation, any cancellation of delivery fees).
20.3. Termination on Happening of Certain Events
Either party may terminate this Agreement by written notice immediately upon:
(a) Either party suffering an Insolvency Event; and/or
(b) Either party committing an irremediable breach of the Agreement.

21. General

21.1. Costs

Each party must pay its own costs of negotiating, preparing and executing this Agreement.

21.2. Set-off

Knock on Wood Toys may set-off against any monies owing by it to you, any monies owing by you to Knock on Wood Toys.

21.3. Variations

This Agreement may be varied only by agreement in writing signed by the parties. Unless the context otherwise requires, a reference to this Agreement shall include a reference to this Agreement as amended or varied from time to time.

21.4. Parties to Take all Steps

The parties shall execute and deliver all such deeds and other agreements and do all such acts and things as shall be necessary or desirable in order to implement and give full effect to the provisions and purposes of this Agreement.

21.5. Severability

Each provision of this Agreement shall be deemed to be separate and severable from the others of them. If any provision of this Agreement is determined to be invalid or unenforceable in any jurisdiction, such determination and the consequential severance (if any) shall not invalidate the rest of the Agreement which shall remain in full force and effect as if such provision had not been made a part thereof, nor shall it affect the validity or enforceability of such provision in any other jurisdiction.

21.6. Waiver

A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver. A waiver or consent is only effective in the specific instance and for the purpose for which it is given.

21.7. Business Day

Where, by virtue of the provisions of this Agreement, the day on or by which any act, matter or thing is to be done is not a Business Day in the place in which the act, matter or thing is to be done, it may be done on the first Business Day after that day.

21.8. No Assignment

You may not assign or permit the assignment or transfer of the benefit of your rights and interests under this Agreement except with the prior consent of Knock on Wood Toys.

21.9. Non Merger

To the extent to which any of the obligations of a party have not been fully performed on completion of any transaction contemplated by this Agreement then those obligations shall continue after completion until full performance by that party or that party's release from performance by the other parties and any provisions of this Agreement relating to those obligations shall not merge on completion but shall continue in full force and effect until that performance or release.

21.10. Binds Personal Representatives Etc

This Agreement shall be binding upon and enure to the benefit of the parties and (unless such interpretation shall be repugnant to the sense or context) their respective successors/personal representatives and permitted assigns.

21.11. Entire Agreement

You represent and warrant that you are entering into this Agreement voluntarily upon your own information, investigation and legal advice and that you are not relying upon any statement or representation made by Knock on Wood Toys’ or their Related Persons that is not contained in this Agreement.

21.12. Applicable Law

This Agreement shall be governed by and construed in accordance with the laws of the state of Queensland and, where applicable, the laws of the Commonwealth of Australia, for the time being in force. The parties hereby submit to the non-exclusive jurisdiction of courts of or exercising jurisdiction in that state and all courts competent to hear appeals therefrom.

21.13. Rights and Remedies Cumulative

All remedies, rights, undertakings, obligations or agreements of the parties arising by law, this Agreement or otherwise shall be cumulative and none thereof shall be in limitation of any other rights, remedy, undertaking, obligation or agreement of the parties or any of them. Each party may follow any remedy to which such party is entitled by law, this Agreement or otherwise concurrently or successively at that party's option.

Privacy Statement

Secure Details: Internet Ordering and Security is of utmost concern to us. We will ensure your credit card details and personal information are safe. We will never sell, trade or give your personal information that you supply to us to anyone - at all!!
Credit Card Transactions: All your transactions are completed with the security provided by the highest level encryption servers available. Your credit card details are guarded by technology that is completely 100% secure so you can order with confidence.
Multiple Payment Methods: If for any reason you do not feel safe entering your credit card information on our site, please feel free to fax, mail or post your order to us.
Secure Account: We use every means available to protect your sensitive information - that's why when you initially order from us, you will need to register as a customer by opening an account.