Wear Tech Foundry Terms and Conditions of Sale

1. Interpretation

1.1 In these terms and conditions:

1. ‘Collection’ means the collection by the Customer of  the Goods from the Supplier’s Premises at an agreed date on the completion of a Supply Contract
2. ‘Customer’ means the purchaser of the Goods;
3. ‘Due Date’ means the date by which an Invoice is due to be paid as shown on the Invoice;
4. ‘Fabrication’ means the manufacture of all components of the Goods;
5. ‘Financial Statement’ has the same meaning as ascribed to it in the PPSA;
6. ‘Goods’ means the products supplied by the Supplier to the Customer;
7. ‘GST’ means the Goods and Services Tax as defined in the Act;
8. ‘GST Act’ means the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth);
9. ‘Invoice’ means any tax invoice issued to the Customer by the Supplier;
10. ‘Patterns or Moulds’ means the physical patterns or moulds and associated equipment, specifications, information and licence to use each which enable the Supplier to Fabricate and supply the Goods;
11. ‘PMSI’ means a purchase money security interest pursuant to the PPSA;
12. ‘PPSA’ means the Personal Property Security Act 2009 (Commonwealth);
13. ‘Price’ means the price to be paid by the Customer to the Supplier as consideration for the Supplier agreeing to Fabricate and supply the Goods to the Customer;
14. ‘Purchase Order’ means a request made by the Customer to the Supplier in writing requesting that the Supplier Fabricate and supply the Goods in accordance with the details set out in the Quotation;
15. ‘Quotation’ means the document which the Supplier provides to the Customer setting out the details, including Price, timeline and delivery procedure, in accordance with which the Supplier is prepared to Fabricate and supply the Goods to the Customer that the Customer has previously enquired about;
16. ‘Security’ means security created pursuant to the PPSA;
17. ‘Security Agreement’ has the same meaning as ascribed to it in the PPSA;
18. ‘Security Interest’ has the same meaning as ascribed to it in the PPSA;
19. ‘Supplier’ means Effgee Pty Ltd ACN 009 805 216 as Trustee for the Perrin Trust trading as WEAR TECH FOUNDRY;
20. ‘Supplier’s Premises’ means 33 Sway Street, Coopers Plains QLD 4108;
21. ‘Supply Contract’ means each individual contract created between a Customer and the Supplier for the Fabrication and supply of the Goods; and
22. ‘Terms and Conditions’ means these Terms and Conditions of Trade.

2. Price

2.1 The Price charged by the Supplier for the Fabrication and supply of the Goods will be set out in the Quotation and must be reflected in the Purchase Order.

2.2 The Price will be calculated by the Supplier at the time of preparation of the Quotation.

2.3 All Quotations will remain open and available for acceptance by the submission of a Purchase Order for a period of 30 days from the date of the Quotation.

2.4 If 30 days have elapsed after the date of the Quotation without a Purchase Order having been received and accepted by the Supplier, a new Quotation will be required before a Purchase Order will be accepted.

3. General

3.1 The Goods and all other products sold by the Supplier are sold on these Terms and Conditions.

3.2 Unless otherwise agreed in writing by the Supplier, any terms and conditions of the Customer’s order deviating from or inconsistent with these Terms and Conditions are expressly rejected by the Supplier as too are any variations to these Terms and Conditions not expressly agreed to in writing by the Supplier.

4. Supply Contracts

4.1 The Supplier will issue a Quotation to the Customer in response to a request from the Customer for the Supplier to Fabricate and supply the Goods.

4.2 In preparing a Quotation the Supplier relies on information provided by the Customer.

4.3 If the Customer is prepared to accept the Quotation, the Customer will need to issue to the Supplier a Purchase Order which must reflect the information set out in the Quotation.

4.4 Separate Supply Contracts are created between the Customer and the Supplier each time the Supplier accepts a Purchase Order which reflects the Quotation.

4.5 These Terms and Conditions automatically form part of each Supply Contract.

5. Quotations and Orders

5.1 Unless previously withdrawn, any Quotation will remain valid for a period of 30 days from the date on which it was made.

5.2 A Quotation is an invitation to treat and shall not constitute an offer to sell Goods to the Customer. No Supply Contract for the supply of Goods shall exist between the Supplier and the Customer until a Customer’s Purchase Order for Goods has been accepted by the Supplier.

5.3 Prices in the Quotation:

1. unless otherwise specified are “net” exclusive of GST, other sales tax (if any), customs duty, freight and packing and crating and the like;
2. are based on rates of labour, cost of materials, services, currency exchange rates and other rates current at the date of the Quotation; and
3. the Customer acknowledges and agrees that the prices or estimates in the Quotation may vary after the date of the Quotation and that it will pay for all additional incidental or ancillary charges, rates and disbursements as reasonably required by the Supplier or any third party. The Supplier will promptly notify the Customer of any such variation in writing.

5.4 Any Order for customised Goods or Goods which must be specially sourced by the Supplier for the Customer (not regular stock) cannot be cancelled once the production or sourcing of these Goods has commenced.

5.5 The Supplier may in its discretion refuse to supply any Order for any reason whatsoever.

5.6 The Supplier is under no obligation to supply any Goods until such time as it communicates to the Customer the Supplier’s acceptance of the Customer’s order.

5.7 The Customer acknowledges that once an order has been placed, the Supplier is under no obligation to accept any variation to that Order requested by the Customer. If the Supplier does accept a variation to an order, the Customer acknowledges and agrees that the Supplier may vary the delivery date for the Goods and the price as a result of that variation.

5.8 The Customer acknowledges that as the policy of each manufacturer whose products are offered for sale by the Supplier is one of continuous improvement, the Supplier reserves the right to make changes without notice in material, dimensions and design, which, having regard to all the circumstances, the Supplier or the manufacturer thinks reasonable or desirable without the necessity of the Customer’s consent written or otherwise.

5.9 The Customer will provide to the Supplier its Australian Business Number and any other information required by the Supplier or by law prior to placing any order with the Supplier.

5.10 Each order placed by the Customer shall be a representation to the Supplier that the Customer is solvent and able to pay the Supplier’s accounts as and when they are due.

6. Payment

6.1 Payment of an Invoice must be made by the Due Date.

6.2 If a payment is not received by the Due Date, work will not continue with Fabrication and the Goods will not be released to the Customer for Collection.

6.3 The Supplier asserts a Security Interest over all Goods Fabricated by the Supplier and any Patterns or Moulds provided to the Supplier by the Customer for the Fabrication of the Goods until such time as the Supplier receives payment in full of the relevant Invoice.

7. Terms of Payment

7.1 All payments will be made by electronic funds transfer, cash, company cheque or bank cheque.

7.2 Where permitted by the Supplier payments made otherwise than as provided for in Clause 7.1 such as payments by credit card will attract an administration fee being 2% of the amount being paid with such fee being payable at the same time as the payment.

7.3 Where payment is made otherwise than by cash, payment is only taken to have occurred upon receipt of cleared funds by the Supplier.

7.4 Unless credit facilities have been granted or the Quotation requires payment prior to manufacture or procurement, payment is required prior to dispatch of Goods from the Supplier’s premises.

7.5 Where credit facilities have been granted unless otherwise agreed by the Supplier in writing, all invoices are due and payable within 30 days of the date on which the invoice to which the Goods relate is issued.

7.6 The Customer shall not set off any amounts allegedly owing by the Supplier to the Customer against any amount due by it to the Supplier.

7.7 Payments received by the Supplier shall be applied first in payment of interest and legal and other costs arising as a consequence of any default in payment by the Customer and then in reduction of principal.

7.8 Payments received without a remittance advice will be applied first to the oldest balance owing by the Customer.

7.9 Any agreement by the Supplier to extend the terms of credit or other indulgence granted to the Customer shall not affect the Customer’s liability to account to the Supplier as aforesaid.

7.10 If the Customer defaults in making payment in accordance with these Terms and Conditions, the Supplier may in its absolute discretion and without notice:

1. charge the Customer interest at the rate of 16% per annum calculated and payable daily from the due date until the date of payment;
2. require the Customer to reimburse the Supplier for all collection costs including (but not limited to) legal costs incurred by the Supplier, calculated on a full indemnity basis, as a consequence of the Supplier instructing its solicitor to provide advice to it in connection with the default and/or to institute such recovery process as the Supplier in its absolute discretion decides and any other costs, expenses, losses or damages arising out of the default; and
3. rely on the lien described in Clause 14 and retain and deal with the Goods and any Patterns or Moulds supplied by the Customer in accordance with the Supplier’s Security Interest.

7.11 Any credit facility granted by the Supplier to the Customer shall continue until terminated by the Supplier at its sole discretion. Termination by the Supplier of any credit facility shall be either verbal or in writing.

7.12 Any failure by the Supplier to exercise any of its rights pursuant to these Terms and Conditions shall not constitute a waiver of any of its rights with respect to any other or subsequent breach by the Customer.

8. Test and Inspection

8.1 The works inspection by the Supplier shall be final and binding unless otherwise agreed in writing by both parties.

8.2 Where the manufacturer’s materials require testing and/or inspection, the Customer agrees that the testing and/or inspection is to be carried out on the Goods prior to despatch from the Supplier’s premises. Any certificate of testing or analysis issued by the Supplier shall be final and binding. Any further tests required by the Customer must be requested by the Customer in writing at least 14 days prior to delivery. Tests and testing will be an additional charge to the Customer and debited to the Customer’s account unless otherwise agreed in writing by both parties.

9. Collection

9.1 All Goods supplied by the Supplier under a Supply Contract must be collected by the Customer from the Supplier’s Premises at the time and date which the Supplier advises the Customer of for Collection.

9.2 The Customer must check all Goods before Collection and notify the Supplier immediately of any discrepancies or defects in the Goods.

9.3 All prices given are subject to Collection of the Goods from the Supplier’s Premises. The Supplier accepts no responsibility for delivery of the Goods but may, in its sole discretion, elect to arrange delivery of the Goods and charge the Customer a delivery fee.

9.4 In the event that the Supplier elects to arrange delivery, the Supplier will make all reasonable efforts to deliver the Goods by the agreed delivery date but will not be liable in any way should delivery not be made on this date.

9.5 A certificate or delivery docket signed by an authorised Supplier representative confirming delivery of Goods shall be conclusive evidence of delivery.

10. Cancellation

10.1 Subject to Clause 5.4, an order or Quotation shall only be cancelled or varied with the written agreement of both parties.

10.2 Any agreement to cancel or vary a Quotation or an order pursuant to Clause 10.1 shall be subject to the Supplier being compensated for any costs incurred with respect to the order prior to the cancellation or variation.

11. Withholding Supply

The Supplier reserves the right, irrespective of whether or not any Quotation has been accepted, to require payment before manufacture or procurement of Goods or to withhold supply of Goods to the Customer where the Supplier has determined, in its absolute discretion, that credit should no longer be extended to the Customer and the Supplier will not be liable for any loss or damage resulting directly or indirectly from such action.

12. Customer Default

12.1 If the Customer:

1. fails to make any payment due pursuant to these Terms and Conditions or commits any other breach of any of the Customer’s obligations under these Terms and Conditions; or
2. suffers any execution;
3. commits an act of bankruptcy;
4. makes any composition or arrangement with creditors;
5. stops payment or ceases or threatens to cease to carry on its business or pay its debts as and when they fall due; or being a company, passes a resolution for winding up except for the purposes of a solvent reconstruction or have a receiver appointed over any of its property, or an administrator appointed, or have a winding up petition presented against it, then all moneys payable by the Customer to the Supplier shall at the Supplier’s election become immediately due and payable notwithstanding the due date for payment shall not have expired.
6. being a company, passes a resolution for winding up except for the purposes of a solvent reconstruction or have a receiver appointed over any of its property, or an administrator appointed, or have a winding up petition presented against it, then

all moneys payable by the Customer to the Supplier shall at the Supplier’s election become immediately due and payable notwithstanding the due date for payment shall not have expired.

13. Return Policy for Goods

13.1 The Customer must not return Goods to the Supplier without the Supplier’s prior written consent.

13.2 Any Goods supplied in accordance with the Customer’s custom requirements or specially sourced by the Supplier for the Customer will not be acceptable for return and/or credit.

13.3 Where the Customer makes a claim for a credit or refund with respect to Goods, the Goods must be in their original undamaged and unaltered condition;

13.4 If the Supplier in its sole discretion agrees to accept the return of any Goods and issue a credit, it may do so on such terms as it sees fit; and

13.5 The Customer will be responsible for the cost of and for effecting the delivery to the Supplier of any Goods returned under this Clause.

13.6 Nothing in this Clause 13 affects any statutory obligations of the Supplier in relation to the Goods (or corresponding rights of the Customer), that may not lawfully be excluded.

14. Retention of Title and Security Interest

14.1 Title and ownership of any Goods agreed to be Fabricated and supplied by the Supplier to the Customer shall not pass to the Customer until the Supplier has received payment in full of all Invoices that relate to those Goods.

14.2 The Customer hereby acknowledges and agrees that the Supplier has a lien over all Goods, Patterns and Moulds in the possession of the Supplier belonging to the Customer to secure payment of any or all amounts outstanding from time to time.

14.3 The Customer hereby charges all property, both equitable and legal, owned by the Customer in respect of any monies that may be owing to the Supplier by the Customer under a Supply Contract and the Customer hereby appoints the directors of the Supplier as its attorney and authorises the Supplier to execute on the Customer’s behalf any consent form or other documentation as may be necessary to register a caveat or mortgage over any real property owned by the Customer at any time, or to register this charge over personal property owned by the Customer on the PPSR.

14.4 If any payment is not received by the Supplier by the Due Date, the Customer authorises the Supplier or the Supplier’s nominee to:

1. hold the Goods that have not been paid for in full together with any Patterns or Moulds delivered to the Supplier for the purpose of Fabrication of the Goods;
2. keep and re-sell any Goods, Patterns or Moulds that the Supplier may have retained possession of pursuant to this clause to recover all costs owing to the Supplier by virtue of the Customer’s failure to pay for the Goods; and
3. pay to the Customer or any other holder of a Security Interest over the Patterns and Moulds, the balance of the sale proceeds after all monies owing to the supplier and the costs incurred by the Supplier in exercising its Security Interest have been paid to the Supplier.

14.5 These Terms and Conditions and each Supply Contact constitute a Security Agreement for the purposes of the PPSA and the Goods, Patterns and Moulds which are the subject of the Security referred to in this clause are covered by this Security Agreement.

14.6 The Supplier may register a Financial Statement with the PPSR in order to perfect its Security Interest.

14.7 The Customer must do anything which the Supplier requires of the Customer for the purposes of:

1. ensuring the Supplier’s Security Interest is enforceable, perfected and otherwise effective under the PPSA;
2. enabling the Supplier to gain first priority (or any other priority agreed to by the Supplier in writing) for the Supplier’s Security Interest; and
3. enabling the Supplier to exercise rights in connection with the Security Interest.

14.8 The Supplier may recover from the Customer the cost of doing anything under this clause and the Supplier’s Security Interest.

14.9 The Supplier’s rights under this clause are in addition to all of the Supplier’s other rights.

14.10

14.11 Until title to the property in the Goods passes to the Customer in accordance with Clause 14.1, the Customer:

1. holds the Goods as bailee, agent and fiduciary of the Supplier and must insure the Goods and store them safely and in a manner that clearly shows the ownership of the Supplier; and
2. will keep and maintain all Goods free of any charge, lien on security interest except as created under these Terms and Conditions and not otherwise to deal with the Goods in a way that will or may prejudice the rights of the Supplier.

14.12 The Customer grants the Supplier (together with its employees, agents and contractors) an irrevocable licence to enter the Customer’s premises (or any other premises either under the control of the Customer or where the Goods are stored on behalf of the Customer) at any time without notice to inspect the Goods and, if the Customer defaults in paying for those Goods, to use reasonable force to take possession of the Goods without liability for trespass, negligence or payment of any compensation to the Customer or anyone claiming through the Customer.

14.13 Notwithstanding Clauses 14.1 and 14.11, the Customer may subject to Clause 14.14 in the ordinary course of its business resell the Goods to a third party provided that if the Customer:

1. is paid for that sale, the Customer holds all the proceeds of sale on trust for the Supplier and must promptly pay those proceeds to the Supplier (keeping them separate and identifiable from the Customer’s other funds until it has done so);
2. intermingles those proceeds of sale with the Customer’s other funds, the Customer acknowledges that the Supplier has a beneficial interest in those intermingled funds to the extent of the moneys owing by the Customer to the Supplier at any time; and
3. is not paid for that sale, the Customer must assign to the Supplier, if the Supplier so elects by notice in writing, its claim against the person who bought the Goods from the Customer. For this purpose the Customer irrevocably appoints the Supplier as the Customer’s attorney.

14.14 The Customer’s rights to re-sell the Goods pursuant to Clause

14.13 cease if the Supplier exercises its right to recover the Goods. The Customer acknowledges that any purported resale of the Goods once the Supplier elects to exercise its rights for recovery of the Goods (either by notice in writing to the Customer or by physical recovery of the Goods) would be outside the ordinary course of the Customer’s business.

14.15 To the extent that any of the Goods are mixed with, or form a component of any other goods (“Mixed Goods”), the Customer will hold on trust for the Supplier the portion of any proceeds which it receives from the sale of any of those Mixed Goods that relate to the respective Goods and will keep those amounts in a separate bank account and immediately apply same in payment to the Supplier.

15. Risk

Notwithstanding Clause 14.1, risk in the Goods shall pass to the Customer as soon as they are dispatched from the Supplier’s premises whether by collection by the Customer (its employees, agents and contractors) or placement on any vehicle for transportation to another destination.

16. Liability

16.1 The Supplier will not be liable to the Customer for any loss or damage (including any consequential loss or damage) relating to the Goods howsoever caused which may be suffered or incurred by the Customer or anyone else or which may arise directly or indirectly in respect of the Goods once the Customer has collected them from the Supplier.

16.2 It is the Supplier’s responsibility to take out insurance over the Goods which are the subject of a Supply Contract including during Collection.

16.3 The Supplier holds the benefit of its insurance over the Goods, Patterns or Moulds.

16.4 Where any Act of Parliament (“Act”) implies into these Terms and Conditions any term, condition or warranty and that Act avoids or prohibits provisions in any Supply Contract excluding or modifying the application or exercise of or liability under such term, condition or warranty, such term, condition or warranty shall be deemed to be included in these Terms and Conditions save that the Supplier’s liability will be limited to the replacement of the Goods on the same terms as provided for in the affected Supply Contract.

16.5 The Customer acknowledges that the Customer is acquiring the Goods for commercial and trade purposes, whether to resupply or transform the Goods into a tool of trade and commerce, as opposed to for personal household or domestic use or consumption.

17. Personal Properties Securities Act

17.1 The Customer agrees that the Supplier has a security interest (for the purposes of the PPSA created under these Terms and Conditions in each item of Goods supplied to the Customer and agrees to treat that security as a continuing and subsisting interest in the relevant Goods with priority over any registered or unregistered general (or other) security and any unsecured creditor, and that security interest secures all monies owing to the Supplier.

17.2 The Customer grants to the Supplier a PMSI and agrees that the PMSI granted hereby will continue to apply to any Goods coming into existence or proceeds of sale of Goods coming into existence.

17.3 The Customer agrees that the PMSI has attached to all Goods now or in the future supplied by the Supplier to the Customer.

17.4 The Customer acknowledges that the Supplier has the right to register a financing statement with respect to the relevant Goods and agrees to sign any further documents and provide any further information, such information to be complete, accurate and current in all respects, that the Supplier reasonably requires to register a financing statement and its security interests, with all priority the Supplier requires and to
maintain those registrations.

17.5 The Parties agree that neither will disclose to ‘interested persons’ (as defined in section 275(9) PPSA or any other person, any information of the kind described in section 275(1) of the PPSA.

17.6 The Customer waives its right to receive any notice under the PPSA (including a notice of a verification statement) unless the notice is required by the PPSA and that requirement cannot be excluded.

18. Force Majeure

The Supplier will not be liable in damages or otherwise for any failure to provide the Goods which is caused, whether wholly or partially, by an event beyond its reasonable control including (but not limited to) Act of God, war, fire, explosion, acts of terrorism, rioting, burglary, theft, civil disturbances, restrictions by governments (local, municipal, State or Federal) or other competent authority, general economic trends, strikes, industrial action or lockouts (whether at the Supplier’s premises or not), accidents either at the Supplier’s premises or when in transit to or from those premises, failure by subcontractors and the late arrival of inventory or other material.

19. Warranty or Guarantee

19.1 Unless specified in the Quotation, no warranty or guarantee shall apply to the Goods.

19.2 Where the Quotation specifies that the Supplier’s standard guarantee or warranty is applicable to the Goods, such guarantee or warranty will be of no force or effect until such time as the Goods have been paid for in full.

20. Exclusions and Limitations

20.1 The Supplier excludes all statutory or implied conditions and warranties to the maximum extent permitted by law.

20.2 If any law, implied in these Terms and Conditions any term, condition or warranty and that law avoids or prohibits provisions in an agreement excluding or modifying the application of or exercise of, or liability under, that term, condition or warranty, that term, condition or warranty shall be deemed to be included in these Terms and Conditions provided that the liability of the Supplier for a breach of the applicable terms, condition or warranty (other than where such limitation is excluded by law) is limited to, at the option of the Supplier to any of the following:

1. the replacement of the Goods or the supply of equivalent Goods;
2. the repair of the Goods;
3. the payment of the cost of replacing the Goods or of acquiring equivalent Goods; or
4. the payment of the cost of having the Goods repaired.

20.3 The Customer acknowledges that the Customer does not rely, and that it is unreasonable for the Customer to rely, on the skill and judgment of the Supplier as to whether the Goods supplied are reasonably fit for any purpose for which they are being acquired, and that the sale is not a sale of goods by description or sample.

20.4 To the maximum extent permitted by law, the Supplier excludes its liability (including, but not limited to, liability in tort, contract and for breach of statute) to the Customer or any other person for:

1. any loss or damage consequential or otherwise (whether contractual, tortious, statutory or otherwise) for any special, incidental, indirect or consequential damages or injury (personal or otherwise) including, but not limited to, any loss of profits, contracts or revenue arising out of or in connection with the provision of the Goods and whether as a result of any breach, default negligence or otherwise by the Supplier suffered or incurred by the Customer or any other person in relation to the Goods, and
2. in particular, but without limiting Clause 20.4a, any loss or damage consequential or otherwise suffered or incurred by the Customer or any other person caused by or resulting directly from any failure, defect or deficiency of any kind of or in the Goods.

21. Claims

21.1 Any claims by the Customer in relation to the Goods other than for returns, which must be made in accordance with Clause 13 or warranty claims which must be made in accordance with the Supplier’s warranty policy, must be made in writing (with full particulars of the nature of the claim) within 7 days of delivery of the Goods and the Goods must upon request by the Supplier be made available for inspection by the Supplier at the Supplier’s premises.

21.2 Any other claims for adjustment to any invoice for any reason whatsoever must be made in writing within 7 days of the invoice date.

21.3 Nothing in this Clause 21 affects any statutory obligations of the Supplier (and corresponding rights of the Customer), which may not lawfully be excluded.

22. Certification

A statement in writing signed by the Supplier’s credit manager or other authorised officer (“the certificate”) stating any of the following matters:

1. the amount due at any time for all Goods provided by the Supplier to the Customer;
2. the amount due at any time with interest on the moneys due; or
3. the amount due at any time for legal costs actually incurred by the Supplier including the costs of and incidental to any litigation and other expenses payable pursuant to these Terms and Conditions,

shall be conclusive evidence of such matters, facts or things stated in the certificate.

23. Customer’s Responsibility

If a Customer supplies an order, pattern, design or casting which they require to be manufactured by the Supplier and if that order, pattern, design or casting infringes or breaches any copyright, trademark, patent or other like holding, then the Customer shall indemnify and hold harmless the Supplier against all liabilities, claims, actions, suits, proceedings, losses, damages, costs, fees and expenses whatsoever incurred or arising out of or in connection with or in consequence of the infringement or breach caused due to the manufacturing by the Supplier of the order, pattern, design or casting at the request of the Customer.

24. Variation

Any variation to this Agreement must be in writing and signed by both parties.

25. Jurisdiction

25.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of Queensland and the parties shall submit to the jurisdiction of the Courts of Queensland for all proceedings arising from these Terms and Conditions.

25.2 The parties agree to proceedings being commenced out of the Courts at Brisbane and consent to those courts having jurisdiction.

26. Severance

If any provision or part of any provision of these Terms and Conditions is unenforceable, then it will be severed from the rest and such unenforceability does not affect any other part of such provision or any other provision of these Terms and Conditions.

27. Web Access

A copy of these Terms and Conditions can be viewed at www.weartech.com.au.