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Terms and Conditions

These General Terms and Conditions were last amended on 21 April 2026 and shall thereby apply to all agreements with Coulisse concluded after the 21st of April 2026. Coulisse may always amend or update the General Terms and Conditions. New versions shall always be published on the website.

Table of Contents:

GENERAL PROVISIONS 
1 Applicability
2 Offers
3 Contract
4 Prices and security to be provided by the customer
5 Delivery date
6 Applicability of Incoterms
7 Delivery of the Goods
8 Packaging
9 Customer’s duty to inspect
10 Return shipments
11 Variations
12 Retention of title and security
13 Payment
14 Warranty and repairs
15 Liability and indemnification of the customer
16. Indemnification for intellectual property rights infringement
17 Liability of Coulisse
18 Force majeure
19 Termination of the Contract by Coulisse
20 Termination of the Contract by the customer
21. Intellectual property rights
22 Information from the customer
23 Confidentiality
24 General
25 Applicable law and competent court


A. GENERAL PROVISIONS


 

1 Applicability

  1. These General Terms and Conditions shall apply to all offers and agreements made by Coulisse Australia Pty Ltd (ABN 58 658 391 112) (Coulisse) to a customer and any contracts formed between Coulisse and a customer for the supply of goods and services including assembly, repair and maintenance work, providing advice and engaging sub-contractors and third parties (Goods).
  2. Nothing in these General Terms and Conditions excludes, restricts or modifies, or has the effect of excluding, restricting or modifying any condition, warranty, guarantee, right, or remedy (including the consumer guarantees imposed by the Australian Consumer Law in the Competition and Consumer Act 2010 (Cth) and similar consumer protection laws and regulations (Consumer Guarantees).

2 Offers

  1. Coulisse may provide the customer with a quotation. Any quotation issued by Coulisse is an offer to sell open for acceptance by the customer within the period stated in the quotation or, when no period is so stated, within 30 days after the date on the quotation.
  2. Coulisse reserves the right to revise a quotation at any time before it is accepted, by notice in writing to the customer for legitimate business, legal or regulatory compliance reasons. Such amended quotation supersedes any relevant prior quotation.

3 Contract

  1. A contract shall be formed at the time the customer accepts an offer from Coulisse. If the customer makes an offer to Coulisse, the contract shall be formed when the customer receives an order confirmation from Coulisse or when Coulisse delivers the Goods. If the order confirmation differs from the customer's offer, Coulisse's order confirmation shall be considered a new offer which the customer shall accept before a contract shall be formed.
  2. The agreement between Coulisse and the customer is comprised of these Terms and Conditions, the order confirmation and framework agreement (as applicable) (Contract) which together constitutes the entire agreement between the parties, and supersedes all prior agreements, understandings and communications, whether oral or written, in relation to their subject matter.
  3. Oral promises by and/or supplemental or other agreements with employees, agents or sub-contractors of Coulisse and/or third parties shall be subject to the approval of the management and shall not bind Coulisse until they have been agreed in writing by Coulisse’s authorised representative.

4 Prices and security to be provided by the customer

  1. All amounts quoted by Coulisse shall be exclusive of goods and services tax (GST), the costs of transport, shipping and/or other Federal or State government taxes or charges levied upon each supply made under a Contract (unless otherwise stated).
  2. Coulisse shall use reasonable endeavours to ensure the price in the quotation is correct at the date of the Contract. Coulisse reserves the right to amend any quotation, prior to a Contract being formed under clause 3.1 to take into account any price variation in the cost of completing the order.
  3. Coulisse may require that the customer provide adequate security for the performance of its obligations (including payment obligations) under the Contract in the form of a deposit, bank guarantee, or surety (Security), for the fulfilment of the customer’s payment and other obligations, which is adequate in its judgement even if this means that deadlines and/or delivery times are exceeded. If the customer does not provide the requested Security, Coulisse shall be entitled to suspend its obligations, terminate the Contract in whole or in part, without further notice of default being required, without prejudice to Coulisse’s right to compensation for all damages it suffers as a result. Coulisse shall not be liable for any damage which the customer suffers or will suffer as a result.
  4. Termination under the provisions of this clause shall not discharge the customer from its obligations to pay for the Goods delivered up to the date of termination.

5 Delivery Date

  1. The date and/or time of delivery of the Goods is an estimate only and shall not be a deadline. Coulisse reserves the right to adjust the delivery date and/or time in the event of circumstances beyond its control, including but not limited to, changes in the availability of raw materials, labour disputes, transport delays or any other event which prevents Coulisse from delivering the Goods on time. In the event of a change in the delivery date and/or time, Coulisse shall give written notice to the customer as soon as possible. If delivery is not on time, the customer must give Coulisse written notice of default and the opportunity to still deliver the Goods within a reasonable period, without Coulisse being liable to the customer for damages.
  2. Coulisse shall notify the customer of the delivery date/time one (1) business day after the customer receives the order confirmation and Coulisse has in its possession all items, specifications, instructions, information, data, and documents it requires from the customer, including any agreed Security referred to in clause 4.3 of these General Terms and Conditions.
  3. If no delivery date/time for taking possession of the Goods by the customer has been agreed on, Coulisse shall be entitled to invoice the agreed price if the customer has not taken possession of the Goods within fourteen (14) days after Coulisse has requested this in writing.

6 Applicability of Incoterms

  1. Coulisse’s deliveries shall be subject to the provisions of the Incoterms applicable at the time the Contract is formed.
  2. The Incoterm agreed in the order confirmation shall prevail over any other terms and conditions of the Contract, in the event of any inconsistency.

7 Delivery of the Goods

  1. Deliveries of the Goods shall take place Free Carrier Sydney (FCA Sydney) unless Coulisse and the customer agree in writing.
  2. If Coulisse and the customer have agreed that Coulisse shall arrange for transport of the Goods, delivery shall occur at the time the Goods are presented for delivery at the agreed destination.
  3. The customer shall ensure that Coulisse can reach the destination where the Goods shall be delivered through a well-paved, public road, without damage occurring to the means of transport used by Coulisse or the third parties engaged by it.
  4. The customer shall use reasonable endeavours to enable delivery to take place on the agreed delivery date (as varied, if applicable, in accordance with clause 5). All additional or other costs that arise for Coulisse because the customer fails to take possession of the Goods or to do so on time shall be borne by the customer. In that event, Coulisse shall be entitled, but not obliged, to store the Goods at the customer’s expense and risk. The storage fees shall be charged at the rate determined and notified by Coulisse (not to exceed AU$500 per day) and is a genuine pre-estimate of the loss suffered by Coulisse.
  5. Coulisse may deliver and invoice the Goods in consignments.

8 Packaging

  1. Coulisse shall determine the manner of packaging. If the customer requires any special manner of packaging and/or shipment, any additional related costs shall be paid by the customer.
  2. Coulisse shall not be responsible for the removal or disposal of any packaging.

9 Customer’s duty to inspect

  1. The customer shall inspect the delivered Goods immediately after delivery as referred to in clause 7 of these General Terms and Conditions with regard to the number as well as the quality. If, during this inspection, the customer observes or should have observed (visible) defects, faults, failure, and/or damage to the Goods, it shall immediately, but no later than ten (10) business days after physical receipt of the Goods by the customer or its designated recipient, report these in detail and in writing to Coulisse.
  2. If the customer does not comply with clause 9.1, the customer is deemed to have accepted that the Goods are free from defects and are fit for purpose, and are in accordance with the Contract.

10 Return shipments

  1. In all cases return shipments of Goods without a defect shall in principle not be accepted by Coulisse, particularly if the Goods have been manufactured according to the customer’s individual specifications.
  2. If Coulisse is willing to take back the Goods, it may attach conditions to this, such as returning the Goods in the original packaging and in the condition in which they were received by the customer, or the customer shall reimburse Coulisse for the costs incurred in connection with the return shipment. Additionally, if the Goods are found to be without defects, the costs of return shall be borne by the customer. Return shipments shall occur at the customer’s risk.
  3. The customer is responsible for providing proof of the return, including the quantity of Goods returned. If the customer cannot provide proof, it shall be assumed that the returned Goods have not been received.

11 Variations

  1. Minor variations in quality, colour, finish, hardness, thickness, weight, measurements, position of symmetrical watermark, numbers, and the like, do not constitute a defect and do not entitle the customer to refuse the (entire) Goods.
  2. When assessing whether the delivered Goods contain variations beyond acceptable industry standards, an average shall be taken from the entire contents of the delivered Goods; an entire delivery content cannot be rejected for a few variations.

12 Retention of title and security

  1. Title and ownership of the Goods shall remain with Coulisse until all amounts due and payable to Coulisse including interest and costs, have been paid to Coulisse in full. Until payment for the Goods has been received by Coulisse in full, the customer acknowledges that Coulisse has a right to register and perfect a personal property security interest in accordance with clause 12.3 of these General Terms and Conditions.
  2. Until full payment of the Goods has been received by Coulisse, the customer shall not deliver, dispose of, pledge, or encumber, or have or acquire any ‘security interest’ in the Goods, or otherwise dispose of them contrary to the retention of title or pledge them (or non-possessory pledge them) to a party other than Coulisse. The customer shall keep the Goods in good repair, condition, and properly insured.
  3. If Coulisse determines that a ‘security interest’ for the purpose of the Personal Property Securities Act 2009 (Cth) (PPSA) arises under or in connection with the Contract or the Goods, the customer shall do everything (including obtaining consents, signing and producing documents, completing documents or procuring that they are completed and supplying information) which Coulisse reasonably requests or considers necessary for the purposes of enabling Coulisse to:
    (a) apply for any registration, or give any notification in connection with the security interest; and
    (b) exercise rights in connection with the security interest in accordance with the PPSA.
  4. The costs which Coulisse incurs as a result of exercising its rights under this clause 12 shall be paid by the customer.

13 Payment

  1. The customer shall pay each invoice sent by Coulisse within thirty (30) calendar days after the invoice date. The customer’s right to suspend and/or set off payments shall be expressly excluded.
  2. Payment of invoices sent by Coulisse may only be made to Coulisse, in the bank account number indicated by it on the invoice. If the customer, acting reasonably has any queries relating to an invoice, the customer shall immediately report this in writing to Coulisse.
  3. The customer shall be deemed to agree to the invoice unless it notifies Coulisse in detail in writing within 10 (ten) business days. Any complaint shall not discharge the customer from its payment obligation.
  4. In the event of non-payment, late payment, or incomplete payment, the customer shall be in material breach with effect from the due date of the relevant invoice and shall pay interest on demand at the rate 3 months BBSW rate plus 4% per year on all overdue amounts owed by the customer to Coulisse, calculated daily. The customer shall pay the interest together with the overdue amount.
  5. All costs and expenses associated with collecting overdue amounts, including (but not limited to) legal fees and internal costs and expenses of Coulisse, are to be paid immediately by the customer as a debt due and payable under these General Terms and Conditions. Coulisse’s entire claim, however arising, including insofar as it has not yet been charged, shall be immediately due and payable in full:
    (a) if the customer does not promptly pay the amounts owed by the customer;
    (b) if the customer files for bankruptcy, the customer’s bankruptcy is applied for, or if the customer is
    declared bankrupt, applies for or obtains a moratorium on payments, it offers its creditors a private
    arrangement;
    (c) if the customer is dissolved or liquidated;
    (d) if and as soon as any seizure is levied against the customer.

14 Warranty and repairs

  1. In addition to any Consumer Guarantees that the customer has, Coulisse warrants that the Goods shall be free of defects during the warranty period under normal use and provided that the Goods are used in the manner for which they were designed. The warranty periods are:
    (a) for components and collections: three (3) years from the date of delivery;
    (b) for DIY products: one (1) year from the date of delivery;
    (c) for motors and related accessories (such as remote controls) for operating window decoration (the "Motors"): seven (7) years from the date of production of the Motors.
    The date of delivery is the date determined in accordance with Article 7. The date of production is the date indicated on the production label of the Motor.
  2. Insofar as the Goods or parts of the Goods have been procured by Coulisse from third parties, or if work has been performed by third parties, only the warranty provided by the relevant third parties shall apply.
  3. Any complaints under the warranty must be reported in writing by the customer to Coulisse within fourteen (14) calendar days after the time the defect, flaw and/or damage is discovered, or after the time at which these defects, flaws and/or damage should reasonably have been discovered. The warranty shall only apply if the customer has fulfilled all its obligations to Coulisse (both financial and otherwise) under the Contract. Minor variations in quality, colour, hardness, finish, measurements, workmanship and the like which are deemed acceptable in the trade or technically unavoidable shall be excluded from the warranty.
  4. The relevant Goods shall then be placed at Coulisse’s disposal for inspection within fourteen (14) calendar days after the written notification referred to in clause 14.4 by the customer by returning the Goods (or the relevant part of the Goods).
  5. Coulisse’s warranty obligations shall, at Coulisse's sole discretion, initially be limited to providing remote repair assistance. If the issue cannot be resolved through remote support, Coulisse shall then either repair or replace (the relevant part of) the Goods free of charge within a reasonable period, or refunding the price of (the relevant part of) the Goods, taking into account the useful life of (the relevant part of) the Goods which has already expired. If the Goods concern the delivery of Motors, Coulisse shall only refund the price.
  6. If Coulisse replaces (part of) the Goods, it shall become the owner of the replaced Goods. The customer shall send these to Coulisse at its expense after consultation with Coulisse.
  7. If the customer wrongly invokes the warranty, for example, if the defect has been caused by improper use, Coulisse shall be entitled to charge the costs it has incurred to the customer, including, among other things, the costs of investigation, transport and/or repair.
  8. The customer may not invoke the warranty and its claims in this regard shall be extinguished if the customer has not used, applied or built in the Goods in accordance with the manual provided or has otherwise used, applied, built in or stored the Goods incorrectly or not in accordance with normal use or contrary to the advised methods. Coulisse's warranty obligations shall also lapse if the Goods have been used, applied, installed or stored under excessive humidity or extreme temperatures. If the Goods concern the delivery of Motors, the warranty obligations shall furthermore lapse if the warranty seal has been broken or the Motors have been opened.

15 Liability and indemnification of the customer

  1. If the customer, its employees, agents or sub-contractors and/or third parties engaged by it vis-à-vis Coulisse and/or its employees, agents or sub-contractors does not, does not timely or does not completely fulfil one or more of its obligations ensuing from the law, the Contract and/or these General Terms and Conditions, the customer shall always be obliged vis-à-vis Coulisse to compensate all direct and indirect damage which Coulisse suffers as a result, without any notice of default being necessary. This provision shall not preclude Coulisse from bringing other claims (for example, performance) against the customer and/or taking other legal measures (for example, termination). “Indirect damage" shall mean: the loss of profit and/or income, suffering a loss (of production or otherwise), the costs of or related to stoppages or delays, penalties, discounts and/or payments from third parties (or the loss of these), all in the broadest sense of the word.
  2. The benefits provided to the customer by the warranty against defects in clause 14.1 are in addition to any other rights and remedies available to the customer under the Consumer Guarantees and the customer’s attention is drawn to the following mandatory statement in accordance with the Consumer Guarantees: “Our Goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Goods repaired or replaced if the Goods fail to be of acceptable quality and the failure does not amount to a major failure.”

16 Indemnification for intellectual property rights infringement

  1. The customer shall indemnify Coulisse against and compensate it for all third-party claims ensuing from infringement of Coulisse's intellectual property rights by the customer, its officeholders, employees, contractors, agents or third parties engaged by it, including: patent rights, trademark rights, design rights and copyrights on the Goods, designs, licenses, know-how and information.
  2. Coulisse shall indemnify the Customer against and compensate it for all third-party claims ensuing from infringement by Coulisse of the intellectual property rights of any third party, including: patent rights, trademark rights, design rights and copyrights in the Goods, designs, licenses, know-how and information.

17 Liability of Coulisse

  1. Coulisse does not purport to exclude or limit the application of any law, including the Consumer Guarantees, where to do so would contravene that law or cause any part of this clause 17 to be void. Coulisse will only be liable for direct damage (to persons and/or property) of the customer which is the direct and exclusive result of any loss attributable to Coulisse. The following limitations shall also apply:
    (a) indirect damage, whatever the cause, never qualifies for compensation. “Indirect damage" shall mean: construction and expansion costs, transport costs, loss of profit and/or income, suffering a loss (of production or otherwise), the costs of or related to stoppages or delays, penalties, discounts and/or payments from third parties (or the loss of these), all in the broadest sense of the word;
    (b) direct and/or indirect damage caused by intent or gross negligence by auxiliary persons and third parties engaged by Coulisse shall never be eligible for compensation;
    (c) the direct (personal and/or property) damage to be compensated by Coulisse shall never exceed the amount of the invoiced and actually paid price for the Goods concerned.
    In no event shall Coulisse's liability exceed the amount actually paid by its insurer in the case concerned.
  2. The customer shall, after the defects, flaws and/or damage arise, report these to Coulisse in detail and in writing as soon as reasonably possible, and in any event within fourteen (14) business days after the defect, flaw and/or damage occurs, and the customer shall do everything which can reasonably be expected of it to mitigate its loss.
  3. The limitations and exclusions of liability set out in this clause 17 do not apply in respect of death or personal injury, any loss to the extent it is caused by Coulisse’s fraud, gross negligence, or wilful misconduct or any other losses which cannot be excluded by or limited by the Consumer Guarantees or any applicable law.

18 Force majeure

  1. For the purposes of this General Terms and Conditions, “force majeure” means any act or omission by or on behalf of either Coulisse or the customer which cannot be attributed to its fault and as a result of which performance of the Contract is temporarily or permanently impeded, including without limitation, measures, laws or decisions by international, national or regional (government) bodies, war or danger of war, embargo, riots, strikes, lockouts, factory and transport problems, fire, lightning strikes, natural disasters, water damage, power failure, malfunctioning of communication and telecommunications lines, pandemics and epidemics and other serious malfunctions.
  2. If a force majeure event continues for three (3) months or longer, each of Coulisse and the customer shall be entitled to terminate the Contract by providing notice in writing to the other party.
  3. A force majeure event that affects either Coulisse or the customer shall suspend its obligations under the Contract for as long as the force majeure event continues.
  4. Coulisse shall not accept any liability for and shall, therefore not be obliged to compensate direct and/or indirect damage, costs and/or losses by or at the customer and/or third parties, which direct and/or indirect damage is caused by or in any way relates to the force majeure situation on the part of Coulisse or one of its sub-contractors, third parties and suppliers engaged by it.

19 Termination of the Contract by Coulisse

  1. The customer is in default if it:
    (a) breaches the Contract for any reason (including, but not limited to, defaulting on any payment due under the contract) and fails to remedy that breach within fourteen (14) days of being given notice by Coulisse to do so;
    (b) being a natural person, commits an act of bankruptcy;
    (c) being a corporation, is subject to:
    (i) a petition being presented, an order being made or a meeting being called to consider a resolution for the customer to be wound up, deregistered or dissolved;
    (ii) a receiver, receiver and manager or an administrator under part 5.3A of the Corporations Act 2001 (Cth) being appointed to all or any part of the customer’s property and undertaking;
    (iii) the entering of a scheme of arrangement (other than for the purpose of restructuring); or
    (iv) any assignment for the benefit of creditors.
  2. If an event of default occurs, Coulisse shall be entitled to immediately terminate the Contract, by notice in writing to the customer, without prejudice to Coulisse's other rights and remedies.
  3. If, at the time of termination referred to in this clause 19, the customer has already received the Goods, any payment obligations of the customer to Coulisse that accrued prior to the termination of the Contract shall
    survive.

20 Termination of the Contract by the customer

  1. Coulisse is in default if it:
    (a) breaches the Contract for any reason and fails to remedy that breach within fourteen (14) days of being given notice by the customer to do so;
    (b) being a natural person, commits an act of bankruptcy;
    (c) being a corporation, is subject to:
    i. a petition being presented, an order being made or a meeting being called to consider a resolution for the customer to be wound up, deregistered or dissolved;
    ii. a receiver, receiver and manager or an administrator under part 5.3A of the Corporations Act 2001 (Cth) being appointed to all or any part of the customer’s property and undertaking;
    iii. the entering of a scheme of arrangement (other than for the purpose of restructuring); or
    iv. any assignment for the benefit of creditors.
  2. If an event of default occurs, the customer shall be entitled to immediately terminate the Contract, by notice in writing to Coulisse, without prejudice to the customer’s other rights and remedies.

21 Intellectual property rights

  1. All rights, including but not limited to intellectual property rights, concerning or relating to the Goods, designs, know-how, and information provided in connection with the Contract formed between Coulisse and the customer and other services and/or work performed ("IP Rights"), shall be vested exclusively in Coulisse or, if applicable, its licensor(s).
  2. If a third party is the owner of the IP Rights and this third party directly or indirectly imposes conditions on the customer's use of the IP Rights, the customer shall always comply with these conditions. At the written request of the third party, Coulisse shall inform the customer of such conditions.
  3. The customer shall only acquire rights of use insofar as they are explicitly granted to the customer. Such allocation may occur through these General Terms and Conditions, or through another agreement between Coulisse and the customer.
  4. If the customer agrees with Coulisse that Coulisse shall reproduce, adapt, share or perform other acts, the customer warrants that this shall not infringe third-party rights. The customer shall indemnify Coulisse for all damage ensuing from such an agreement, including but not limited to damage ensuing from third-party claims. The customer shall be obliged to fully compensate all damage sustained by Coulisse in this regard.
  5. The customer is not permitted to remove or modify any indication of IP rights with respect to the Goods, designs, know-how, information and other services and/or work performed. This also applies to indications of their confidential nature and secrecy.
  6. If the customer receives a claim from third party/parties in connection with the IP Rights, the customer shall be obliged to inform Coulisse immediately and in detail in writing about the existence and substance of the claim. If the customer does not do so, Coulisse shall not be liable to the customer in any way for damage suffered by the customer in connection with the claim. At Coulisse's option, Coulisse shall itself conduct the handling of the claim. This shall include conducting proceedings and/or reaching any settlements. If Coulisse decides to handle the settlement itself, the customer shall hereby furnish Coulisse with all powers of attorney necessary for this purpose. The customer shall also be obliged to cooperate fully and provide all information requested by Coulisse to defend itself, if necessary, in the customer's name, against this claim.
  7. Coulisse shall not be liable for any damage by the customer which relates in any way to the IP rights or to infringements of third-party rights.
  8. If the customer does not comply with the provisions in this Article, the customer shall forfeit an immediately due and payable penalty of ten thousand Australian dollars (AUD 10,000) per violation, without prejudice to Coulisse's other rights, including the right to claim full compensation and/or performance.

22 Information from the customer

  1. The customer warrants that all specifications, data, instructions, inspection requirements, explanations, modifications, supplements, directions, and other information and goods provided by it to Coulisse shall be correct and complete.
  2. The customer warrants that it owns and/or has title to the information and goods described in clause 22.1. The customer also warrants that the customer (timely) has all necessary licenses, permits, authorisations and/or consents to lawfully furnish the information and goods referred to in clause 22.1 to Coulisse, and to enable Coulisse to receive, store and use them.

23 Confidentiality

  1. The customer and Coulisse shall maintain strict confidentiality of all information and information carriers disclosed in any way in connection with the Contract. Such information referred to above shall include, but not be limited to: information relating to IP rights, designs, know-how, customers, prices, documentation, photographs, drawings, image and sound recordings, know-how and (other) information, including, but not limited to, specifications, data, instructions, inspection regulations, explanations, changes, additions and materials, including designs, copies, reproductions and misprints and the like. Information carriers are understood to mean: all manufactured and/or shared means by which information is stored and/or transmitted, including but not limited to written documents, (sound and/or image) material, CD-ROMs, DVDs, forms, optical data carriers, digital data asset management systems, magnetic tapes and discs, as well as other means on which data are or can be recorded. The information and information carriers described above are hereinafter referred to as "Confidential Information”.
  2. Without prejudice to the provisions of clause 22, of these General Terms and Conditions, Coulisse shall be considered the owner and/or party entitled (with respect to) the Confidential Information it shares with the customer.
  3. Insofar as the Confidential Information contains personal information, each of Coulisse and the customer shall only process it in accordance with applicable law, including but not limited to the Privacy Act 1988 (Cth) and the Australian privacy principles.
  4. Coulisse and the customer shall only use, share, reproduce, distribute, publish, edit and otherwise exploit the Confidential Information to the extent necessary for the performance of the Contract, except with the prior written consent of the other party to the contrary.
  5. The confidentiality obligations also apply to all persons working in the organisation of the party concerned.
  6. After termination of the Contract, the Confidential Information shall be provided immediately to the providing party in, to the extent possible, the format in which it was obtained.
  7. Each of Coulisse and the customer shall indemnify the other against damage, including damage resulting from third-party claims, relating to its breach of this clause 23.
  8. If the provisions of this Article are not complied with, the party in breach shall forfeit an immediately due and payable penalty of ten thousand Australian dollars (AUD 10,000,-) per breach, without prejudice to the other rights to which the party not in breach is entitled, including the right to claim full compensation and/or performance of the contract.
  9. If Coulisse and the customer agree that Coulisse shall keep Confidential Information and no term is agreed on in this regard, this shall occur for a term not exceeding one (1) year.
  10. If Coulisse has entered into a non-disclosure agreement (NDA) with the customer, the terms of the NDA shall prevail in the event of inconsistencies between the terms of the NDA and these General Terms and Conditions.

24 General

  1. Coulisse may at any time assign, transfer, mortgage, charge, subcontract, or deal with any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent. The customer shall not, without the prior written consent of Coulisse, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all its rights or obligations under the Contract.
  2. If any provision of the Contract is or becomes unenforceable or void in any jurisdiction either in whole or part for any reason, that provision shall be deemed to be deleted from the Contract in respect of that jurisdiction alone without in any way affecting the validity or enforceability of any provision or that provision in any other jurisdiction.
  3. A waiver by either Coulisse or the customer of any provision or breach of the Contract or these General Terms and Conditions in all circumstances shall not in any way imply that either party is waiving the right to demand strict compliance in any case.
  4. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as an agent for, or to bind, the other party in any way.
  5. If the law, the contract or these General Terms and Conditions prescribe a written form, this form shall also be satisfied for messages sent electronically, such as e-mail or Coulisse's portal. Coulisse's system shall be decisive in determining the content and receipt of messages by electronic means.

25 Applicable law and competent court

  1. These General Terms and Conditions and all Contracts to which they apply, and any dispute or claim arising out of or in connection with or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with the law of New South Wales and Australia and each party irrevocably agrees that the courts of New South Wales and Australia shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these General Terms and Conditions, this Contract or its subject matter or formation.

 

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