GENERAL CONDITIONS OF PURCHASE ORDER (SUPPLY OF SERVICES BY PIE) 

Peak Industrial Electrical (PIE) has agreed to supply, and the Purchaser has agreed to purchase, the Services on the terms and conditions set out below 

1. DEFINITIONS AND INTERPRETATION 

1.1 In this Agreement: 

Agreement means the Purchase Order, these General Conditions and any documents referred to in the Purchase Order. 

Apportionment Legislation means any legislation under which an apportionment may be made. 

apportionment includes an apportionment of liability for damages, a limit on the amount of damages that may be awarded against a party or a determination of or judgment for the proportion of any damages which should be borne by a party. 

Background IP means IP held by a party before entering into this Agreement. 

Business Day means a day that is not: 

(a) a public holiday in the place in which the Services are to be performed; or 

(b) a Saturday, a Sunday or 27, 28, 29, 30 or 31 December. 

Confidential Information means a party’s information and records, except information that: 

(a) is or becomes publicly available other than as a result of a breach of this Agreement; 

(b) is obtained from a third party without breach by that third party of any confidentiality obligation; or 

(c) was already in the other party’s possession (as evidenced by written records) when provided by or on behalf of the party to whom it belongs. 

Consequential Loss means any consequential, economic or special loss or damage, including but not limited to loss of opportunity, loss of revenue, loss of profit, loss of contract, loss of goodwill, loss of production and loss arising from business interruption. 

Convention means the United Nations Convention on Contracts for the International Sale of Goods, adopted at Vienna, Austria on 10 April 1980. 

Dispute means any dispute or disagreement between PIE and the Purchaser arising out of or in connection with this Agreement or the Services. 

Dispute Notice means a notice given in accordance with clause 16.2. 

Fee means the amount payable for provision of the Services, as set out in the Purchaser Order or as calculated in accordance with the Fee Schedule, and as adjusted in accordance with this Agreement. 

Fee Schedule is the fee schedule set out in the Purchase Order. 

Force Majeure Event means any event or circumstance beyond the control of the affected party, which could not reasonably have been foreseen and as a result of which the affected party is prevented from or delayed in performing its obligations under this Agreement and which includes the following events: 

(a) act of riot, war, terrorism, civil commotion or insurrection; 

(b) action by any protest or interest group which interferes with PIE’s access to the Site or otherwise disrupts the Services; 

(c) earthquake, flood, fire, named cyclone/hurricane/typhoon/storm, tidal wave, explosion or other natural physical disaster, but not otherwise inclement weather; 

(d) strikes at a national or regional level or industrial disputes at a national or regional level, or strikes or industrial disputes by labour not employed by the affected party or its contractors or suppliers and which affect a substantial or essential portion of the Services, but not otherwise industrial-related disputes; 

(e) introduction of a law that prohibits or prevents performance of this Agreement or the Services; or 

(f) denial, revocation or failure to issue required licences, permits or governmental consents provided that any such inability to perform is not due to the fault of the affected party. 

General Conditions means these general conditions of purchase order. 

Goods means materials, equipment or other items to be supplied by PIE as part of or in connection with the Services. 

IP means all copyright, patents, registered and unregistered trademarks, registered designs, trade secrets and know-how and all other intellectual property. 

Latent Condition means a physical condition on the Site or its surroundings, including artificial things, which differs from the physical conditions which should reasonably have been anticipated by PIE at the time PIE issued the Purchase Order. 

Personnel means a party’s employees, officers, servants, agents, consultants and subcontractors (other than, in the case of the Purchaser, PIE’s Personnel). 

Project IP means all IP created or coming into existence as a result of, or for the purposes of, the performance of the Services or this Agreement. 

Purchase Order means the purchase order issued by PIE to the Purchaser in relation to the Services. 

Purchaser means the party described in the Purchase Order as the Purchaser. 

PIE means Peak Zone Pty Ltd (ACN 077 984 706) trading as Peak Industrial Electrical. 

Scope of Services is the scope of Services set out in the Purchase Order. 

Services means the services set out in the Scope of Services, including as varied under this Agreement. 

Site means all places relevant to the performance of the Services. 

Variation means any change in, addition to or omission from the Services. 

1.2 In this Agreement, unless the context indicates otherwise: 

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

(b) a reference to a party to this Agreement or any other document or agreement includes the party’s successors, permitted substitutes and permitted assigns; 

(c) if a word or phrase is defined, its other grammatical forms have a corresponding meaning; 

(d) a reference to a document or agreement (including a reference to this Agreement) is to that document or agreement as amended, supplemented, varied or replaced; 

(e) a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it; 

(f) if any day on or by which a person shall do something under this Agreement is not a Business Day, then the person shall do it on or by the next Business Day; 

(g) a reference to a person includes a corporation, trust, partnership, unincorporated body, government and local authority or agency, or other entity whether or not it comprises a separate legal entity; 

(h) a reference to ‘month’ means calendar month; and 

(i) wherever the words ‘include’, ‘included’ or ‘including’ are used in this Agreement, those words will be interpreted in all cases as if they were proceeded by the further words ‘but not limited to’ or the appropriate grammatical derivative. 

2. AGREEMENT 

2.1 This Agreement consists only of the terms and conditions expressly provided in: 

(a) the Purchase Order; 

(b) these General Conditions; and 

(c) any documents referred to in the Purchase Order, and forms the entire agreement between the Purchaser and PIE concerning the Services. This Agreement supersedes all other terms, conditions and communications relating to the Services, including any terms and conditions provided by the Purchaser to PIE. 

2.2 To the extent the Purchaser’s terms and conditions are supplied to PIE, including as printed on documents (including requests for quotations), those terms and conditions will be of no legal effect and will not constitute part of this Agreement even if any of PIE’s Personnel signs those terms and conditions or annexes the terms and conditions to this Agreement. 

2.3 This Agreement comes into existence on the issue of the Purchase Order, regardless of whether the Purchaser returns a signed copy of the Purchase Order to PIE or expressly confirms its agreement to these General Conditions. 

2.4 If any inconsistency, discrepancy or ambiguity arises between the Purchase Order and the General Conditions, the Purchase Order shall take priority. 

3. SERVICES 

3.1 PIE shall perform the Services in accordance with this Agreement. 

3.2 PIE shall provide the Services with the skill and care of a standard reasonably expected of a similar contractor providing the same services. 

3.3 PIE will supply at its own expense the plant, equipment, tools and appliances listed in the Scope of Services and Fee Schedule. If PIE requires additional plant, equipment, tools and appliances to fulfil its obligations under this Agreement, it will notify the Purchaser and be entitled to an adjustment to the Fee, equal to the reasonable costs of providing such additional items plus a margin for profit and attendance of 15%. 

4. VARIATIONS 

4.1 The Purchaser may request a Variation. PIE will advise the Purchaser whether that Variation can be performed, and if so, the resulting changes to the Fee and the timeframes in which the Variation is to be performed. 

4.2 If PIE is of the opinion that it has been directed or required to vary the Services but the Purchaser has not formally requested a Variation, PIE shall give the Purchaser a notice setting out its opinion and the effect that PIE anticipates that the direction will have on the Services and the Fee. Upon receipt of the notice from PIE, the Purchaser may give PIE a notice accepting that the direction constitutes a Variation. 

4.3 PIE shall not be obliged to carry out any Variation or comply with any direction or requirement the subject of a notice under clause 4.2 unless and until PIE and the Purchaser have agreed in writing the scope of the Variation, including the resulting extension of the duration or timeframes to perform the Services and the resulting adjustment to the Fee. 

5. TIME 

5.1 If the Scope of Services requires PIE to provide the Services from a commencement date until a completion date, then PIE will provide the Services for that duration. 

5.2 If clause 5.1 is not applicable, PIE will use its best endeavours to complete the Services within any timeframes expressly stated in the Scope of Services. 

5.3 If it becomes evident to PIE that it will be unable to provide the Services in accordance with either clause 5.1 or 5.2, it will notify the Purchaser. 

5.4 If the Services are delayed, disrupted or suspended for any reason other than PIE’s default: 

(a) PIE will not be liable for any resulting delay to the provision of the Services; 

(b) the duration or timeframes to perform the Services will be extended for the duration of any such delay, disruption or suspension; and 

(c) PIE will be entitled to payment of the standby rates specified in the Fee Schedule (or if no standby rates are specified, to payment of the reasonable additional costs incurred by PIE as a result of the delay, disruption or suspension). 

6. SITE 

6.1 The Purchaser shall give PIE and PIE’s Personnel access to the Site sufficient to enable PIE to perform the Services. PIE’s Personnel shall comply with any applicable induction or safety requirements at the Site. 

6.2 If PIE encounters a Latent Condition that causes or may cause PIE delay or more cost than it otherwise would have incurred, then PIE shall give the Purchaser a notice setting out: 

(a) the nature of the Latent Condition; 

(b) the anticipated effect of the Latent Condition on any timeframes to complete the Services; and 

(c) the anticipated adjustment to the Fee. 

6.3 The effect of a Latent Condition shall be a deemed Variation, and 

PIE shall be entitled to: 

(a) an extension of the duration or timeframes to perform the Services equal to the duration of the delay caused by the Latent Condition; 

(b) to the extent PIE is on standby as a result of the Latent Condition, payment of any standby rates specified in the Fee Schedule; and 

(c) an adjustment to the Fee equal to the reasonable additional costs incurred by PIE as a result of the Latent Condition. 

7. DEFECTS 

7.1 Except as otherwise provided in this Agreement, and to the maximum extent permitted by law, all terms and warranties express or implied by any legislation, the common law, equity, trade, custom, usage or otherwise in relation to this Agreement or the Services are expressly excluded. 

7.2 The Purchaser shall notify PIE immediately if it becomes aware of a defect in the Goods provided by PIE. PIE will only be liable for defects in Goods which are notified to PIE by the Purchaser within 12 months of the delivery of those Goods. 

7.3 The Purchaser’s sole remedy for defective Goods shall be: 

(a) repair or replacement of the defective Goods or supply of equivalent Goods within a reasonable time after the receipt of a notice given in accordance with clause 7.1 (which is deemed to be at least 20 Business Days in all circumstances); or 

(b) a refund of the Fee paid in respect of the defective Goods, at PIE’s sole option. 

7.4 The Purchaser shall notify PIE immediately if it becomes aware of a defect in the Services provided by PIE. PIE will only be liable for defects in Services which are notified to PIE by the Purchaser within 12 months of the performance of those Services. 

7.5 The Purchaser’s sole remedy for defective Services shall be: 

(a) re-performance of the defective Services within a reasonable time after the receipt of a notice given in accordance with clause 7.4 (which is deemed to be at least 20 Business Days in all circumstances); or 

(b) a refund of the Fee paid in respect of the defective Services, at PIE’s sole option. 

7.6 Where Goods or Services have been remedied by PIE in accordance with this clause 7 the remedied Goods or Services shall be subject to the same warranty period as the original Goods or Services, up to a maximum of: 

(a) in the case of Goods, 12 months from the original date of delivery of the Goods; or 

(b) in the case of Services, 12 months from the original date of performance of the Services. 

7.7 The Purchaser’s compliance with clause 7.2 (in respect of defective Goods) or clause 7.4 (in respect of defective Services) is a condition precedent to the Purchaser’s entitlement to make any claim for, or bring any action in respect of, any defective Goods or Services (including any loss or damage resulting from a defect, or the costs of having a defect rectified by the Purchaser or a third party). 

7.8 This clause 7 survives the termination or expiry of this Agreement. 

8. INVOICING AND PAYMENT 

8.1 In return for the Services, the Purchaser shall pay PIE that much of the Fee for the portion of the Services provided by PIE as has been set out in an invoice, and all other money due under this Agreement that is claimed in an invoice, within 30 days of the issue of each invoice. Unless otherwise agreed, PIE will issue invoices on a monthly basis, on or before the 25th of each month.

8.2 If the Purchaser disputes any part of an invoice provided under clause 8.1, the Purchaser shall make a determination of the amount payable and provide a progress certificate to PIE within 10 Business Days of receipt of the invoice. The progress certificate shall: 

(a) identify the invoice to which it relates; 

(b) state the determination made by the Purchaser including, for each item of the invoice: 

(i) the amount which is not disputed and therefore payable; and 

(ii) if applicable, the amount which is disputed and reason(s) it is disputed. 

8.3 The Purchaser shall: 

(a) pay any amounts not in dispute in accordance with clause 8.1; and 

(b) upon the resolution of any disputed amounts notified in a progress certificate, pay those amounts within 10 days of resolution. 

8.4 If no progress certificate is given within 10 Business Days of receipt of the invoice, the Purchaser will be deemed to have accepted the full amount of the invoice and shall pay that amount in accordance with clause 8.1. 

8.5 If the Purchaser does not pay any amount due and payable to PIE under this Agreement, then without limiting PIE’s rights: 

(a) the Purchaser shall pay interest at the rate of 10% per annum, calculated and compounded monthly, on any amounts due and payable to PIE under this Agreement until payment in full is received by PIE; and 

(b) PIE may suspend the performance of the Services until the outstanding payment is received. 

9. GST 

9.1 The consideration for a Supply made under or in connection with this Agreement does not include GST. If a Supply made under or in connection with this Agreement is a Taxable Supply, then at or before the time any part of the consideration for the Supply is payable: 

(a) the Recipient shall pay the Supplier an amount equal to the total GST for the Supply, in addition to and in the same manner as the consideration otherwise payable under this Agreement for that Supply; and 

(b) the Supplier shall give the Recipient a Tax Invoice for the Supply. 

9.2 In this clause 9, capitalised terms have the meaning in A New Tax System (Goods and Services Tax) Act 1999 (Cth) and ‘Supplier’ means the entity making the Supply. 

10. INTELLECTUAL PROPERTY 

10.1 All Background IP remains the property of the party to whom it belonged before the date of this Agreement. 

10.2 The Purchaser grants PIE a non-exclusive, royalty free, revocable, non-transferable licence, including the right to sub-licence, to use the Purchaser’s Background IP to the extent required to meet PIE’s obligations under this Agreement. 

10.3 Unless agreed otherwise, all Project IP vests in PIE upon the creation of that Project IP. 

10.4 Subject to the Purchaser paying PIE all money owing to PIE under this Agreement, PIE grants the Purchaser a non-exclusive, perpetual, royalty free, irrevocable, transferable licence to use the Project IP for the purposes of this Agreement. 

10.5 Each party warrants to the other that any IP that it licences to the other: 

(a) does not infringe the IP of a third party; 

(b) is not in breach of any law; and 

(c) shall not give rise to any fee payable to any third party in respect of the use of that IP by the Purchaser or PIE, as applicable or either of their employees, officers or subcontractors that have been duly authorised to use that IP. 

10.6 This clause 10 survives the termination or expiry of this Agreement. 

11. TERMINATION 

11.1 Either party may terminate this Agreement immediately by notice to the other party if: 

(a) the other party breaches any term of this Agreement and fails to remedy that breach within 10 Business Days of receiving notice of that breach; or 

(b) a party becomes insolvent within the meaning of the Bankruptcy Act 1966 (Cth) or Corporations Act 2001 (Cth), without prejudice to any other right (including damages) that PIE may have. 

11.2 Upon termination for any reason other than 

PIE’s own default, PIE shall be entitled to be paid: 

(a) for all Goods delivered and Services completed prior to the date of termination; 

(b) for all demobilisation costs; and 

(c) for all equipment or materials ordered in anticipation of completing any part of the Services that cannot be cancelled or avoided. 

12. LIABILITY 

12.1 Notwithstanding any other clause of this Agreement, PIE is not liable to the Purchaser in contract, in tort (including but not limited to negligence), in equity, by operation of statute or otherwise, for any liability arising out of or in connection with pollution or contamination arising out of or in connection with either this Agreement or the Services, that has been incurred or suffered by the Purchaser or any third party. 

12.2 Notwithstanding any other clause of this Agreement, the liability of PIE in respect of any claim the Purchaser may have arising out of or in connection with this Agreement, the Services or otherwise, whether arising in contract (including but not limited to indemnities, warranties and implied warranties), in tort (including but not limited to negligence), in equity, by operation of statute or otherwise, is limited in aggregate to the amount specified in the Purchase Order. 

12.3 Notwithstanding any other clause of this Agreement, in no event shall either party be liable to the other in respect of any Consequential Loss arising out of or in connection with this Agreement or the Services. 

12.4 If PIE’s liability arises out of breach of the Competition and Consumer Act 2010 (Cth) and clause 12.2 does not apply to limit PIE’s liability under this Agreement, then PIE’s liability for that breach is limited (at PIE’s option) to supplying the Services or Goods again or paying the cost of having the Services or Goods supplied again. 

12.5 The operation of the Convention and, to the extent not prohibited by law, Apportionment Legislation is excluded. Each party indemnifies the other party against any claim, cost, expense or liability whatsoever arising out of or in connection with this Agreement which is caused or contributed to by the indemnifying party’s Personnel and for which the indemnifying party would have been liable to the indemnified party but for, or which the indemnified party is not able to recover from the indemnifying party because of, any apportionment under any Apportionment Legislation. 

12.6 This clause 12 survives the termination or expiry of this Agreement. 

13. CONFIDENTIALITY 

13.1 At all times including after the termination or expiry of this Agreement, neither the Purchaser nor PIE will disclose to a third party each other’s Confidential Information. 

13.2 Despite clause 13.1, the Purchaser and PIE may disclose the other party’s Confidential Information: 

(a) to those of their employees, officers and subcontractors who require the information for the performance of the Services; 

(b) with each other’s consent; or 

(c) if the Purchaser or PIE is required to do so by law, the rules of a stock exchange or in order to obtain professional advice relating to this Agreement or Services. 

13.3 This clause 13 survives the termination or expiry of this Agreement. 

14. INSURANCE 

14.1 For the entire period that PIE is performing the Services, PIE will hold and maintain: 

(a) public liability insurance to a maximum value of $20M each claim and all claims in the aggregate; and 

(b) workers’ compensation insurance as required by the law governing this Agreement. 

14.2 PIE will, upon request by the Purchaser, provide evidence of such insurance to the Purchaser’s reasonable satisfaction. 

15. FORCE MAJEURE 

15.1 If either party’s performance of its obligations under this Agreement (other than an obligation to pay money) is affected by any Force Majeure Event, then: 

(a) the affected party will notify the other party of that fact, including: 

(i) particulars of the Force Majeure Event; 

(ii) an estimate of its likely duration; and 

(iii) the obligations affected by it and the extent of its effect on those obligations, and 

(b) the obligations of the affected party under this Agreement (except an obligation to pay money) are suspended to the extent to which they are affected by the relevant Force Majeure Event, for as long as the Force Majeure Event continues. 

15.2 Subject to clause 15.3, the affected party will use its best endeavours to remove, overcome or minimise the effects of that Force Majeure Event. 

15.3 If claiming a Force Majeure Event, the affected party: 

(a) need not contest the validity or enforceability of any law by way of legal proceedings; and 

(b) may act at its complete discretion when dealing with any industrial dispute that is specific to its own workforce. 

15.4 PIE will be entitled to payment of the standby rates specified in the Fee Schedule (or if no standby rates are specified, to payment of the reasonable costs incurred by PIE as a result of the Force Majeure Event) for the duration of the Force Majeure Event. 

15.5 If a Force Majeure Event continues for more than 2 months, either party may terminate this Agreement by giving 7 days’ written notice to the other party. 

16. DISPUTE RESOLUTION 

16.1 If any Dispute arises, the parties agree to resolve it in the manner set out in this clause, and a party may not commence court proceedings concerning the Dispute unless: 

(a) the party has complied with this clause; or 

(b) the party seeks urgent interlocutory relief. 

16.2 If either party considers that a Dispute has arisen, it may issue a notice to the other party, setting out reasonable particulars of the Dispute. 

16.3 Within ten Business Days (or such longer period as the parties may agree in writing) after the date the Dispute Notice is given, representatives of each party shall, in good faith, confer at least once in person to attempt to resolve the Dispute. 

16.4 If the Dispute is not resolved following the conferral referred to in clause 16.3, either party may refer the Dispute to arbitration. 

16.5 The arbitration shall be conducted as follows: 

(a) in accordance with the then current Rules of the Institute of Arbitrators and Mediators Australia for the Conduct of Commercial Arbitrations; 

(b) in Perth, Western Australia; 

(c) in the English language; 

(d) by a sole arbitrator appointed by agreement between the parties, or if no such agreement is reached within 14 days of the referral to arbitration, then by a sole arbitrator appointed by the Chair from time to time of the Institute of Arbitrators and Mediators Australia (WA Chapter); 

(e) the arbitrator shall deliver detailed, written reasons for decision; 

(f) the arbitrator’s decision shall be final, non-appealable and binding upon the parties and may be enforced in any court of competent jurisdiction. 

16.6 The parties agree that: 

(a) the reason for a party providing any information, including the making of any offer of settlement, under this clause 16, is to attempt to resolve the Dispute; 

(b) information provided under this clause, including any information provided or produced for the purposes of or during any arbitration, is Confidential Information for the purposes of clause 13; and 

(c) no party may use this information for any purpose other than to resolve the Dispute or to enforce the award of the arbitrator. 

16.7 Unless otherwise provided in this Agreement, the parties shall continue to perform their obligations under this Agreement notwithstanding any Dispute. 

16.8 This clause 16 survives the termination or expiry of this Agreement. 

17. SECURITY OF PAYMENT 

17.1 The parties agree that for the purposes of any adjudication under any security of payment law in relation to this Agreement or the Services: 

(a) the prescribed appointor shall be the Chairperson from time to time of the Chapter of the Institute of Arbitrators and Mediators Australia in the state in which the Services are to be performed; 

(b) the amount set under in a progress certificate given by the Purchaser under clause 8.2 is the amount of the ‘progress payment’ calculated in accordance with the terms of this Agreement to which PIE is entitled; and 

(c) the date under clause 8.1 on which PIE shall claim payment is the ‘reference date’. 

18. TITLE AND PPSA 

18.1 Risk in all Goods passes to the Purchaser on delivery of those Goods to the Purchaser. 

18.2 Title in all Goods passes to the Purchaser on payment for those Goods. 

18.3 If a term used in this clause has a particular meaning in the PPSA, it has the same meaning in this clause. 

18.4 This clause applies to the extent that PIE’s interest in any Goods is a security interest. 

18.5 The Purchaser acknowledges and agrees that PIE may apply to register a security interest in the Goods at any time before or after delivery of the Goods. The Purchaser waives its right under s157 of the PPSA to receive notice of any verification of the registration. 

18.6 The Purchaser shall not: 

(a) create any form of security interest over the Goods in favour of any third party; 

(b) register, or permit to be registered, a financing statement or financing charge statement in respect of a security interest contemplated or constituted by this Agreement without PIE’s prior written consent; or 

(c) register, or permit to be registered, a financing statement or financing charge statement in relation to the Goods in favour of any third party without PIE’s prior written consent. 

18.7 If the Purchaser defaults in the performance of any obligation owed to PIE under this Agreement or any other agreement for PIE to supply goods to the Purchaser, PIE may enforce its security interest in the Goods by exercising any or all of its rights under this Agreement or the PPSA. To the maximum extent permitted by law, the Purchaser and PIE agree that the following provisions of the PPSA do not apply to the enforcement by PIE of its security interest in the Goods: sections 95, 118, 121(4), 125, 130, 132(3)(d), 132(4), 135, 142 and 143. 

18.8 The Purchaser and PIE agree not to disclose information of the kind mentioned in s275(1) of the PPSA, except in circumstances required by sections 275(7)(b)-(e) of the PPSA. The Purchaser waives any right it may have, or but for this clause may have had, under section 275(7)(c) of the PPSA to authorise the disclosure of such information. 

18.9 The Purchaser shall promptly do anything required by PIE to ensure that PIE’s security interest is a perfected security interest and has priority over all other security interests in the Goods. 

19. GENERAL 

19.1 This Agreement may only be amended by written agreement between the Purchaser and PIE, signed by both parties. 

19.2 No waiver by a party of any breach of a provision of this Agreement is a waiver of any subsequent breach of that provision or any other provision. A single or partial exercise of or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not effective unless it is in writing. 

19.3 A notice, consent or communication under this Agreement is only effective if it is in writing, signed by or on behalf of the person giving it and addressed to the person to whom it is given. 

19.4 The Purchaser may only assign or novate this Agreement with PIE’s written consent, which shall not be unreasonably withheld. 

19.5 PIE may subcontract all or any of its obligations under this Agreement with the prior written consent of the Purchaser, which shall not be unreasonably withheld. 

19.6 The rights and obligations of the parties under this Agreement do not merge on completion of any transaction contemplated by this Agreement. 

19.7 Each party shall do all things reasonably necessary to give effect to this Agreement and the transactions contemplated by it. 

19.8 Each party shall pay its own legal and other costs and expenses relating to the negotiation, preparation and execution of this Agreement. 

19.9 The failure of a party to require full or partial performance of a provision of this document does not affect the right of that party to require the performance subsequently. 

19.10 This Agreement is governed by the law of the state in which the Services are to be performed. The Purchaser and PIE irrevocably submit to the exclusive jurisdiction of the Courts in that state and Courts competent to hear appeals from them. 

19.11 No rule of construction applies to the disadvantage of PIE because PIE was responsible for the preparation of, or seeks to rely on, this Agreement. 

19.12 A clause or part of a clause of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining clauses or parts of the clause will continue in force. 

19.13 If the Purchaser comprises two or more persons (whether as a joint venture, consortium, partnership or any other unincorporated grouping of two or more persons) the obligations and liabilities of those persons is joint and several.