Terms & Conditions of Trade

1. DEFINITIONS

In these Conditions:

‘THE SELLER’ means Airius Oceania Pty Ltd TRADING AS The Clean Air Company APAC whose registered office is at 1/4 Broadwater Place, West Ballina NSW 2478. ACN 159 838 543
‘THE BUYER’ means the person or firm who agrees to buy Goods and/or Services from The Clean Air Company.
‘THESE CONDITIONS’ means these Terms and Conditions of Trading together with any supplementary terms and conditions.
‘GOODS’ means any goods sold by The Clean Air Company to the Buyer.
‘GST’ means Goods and Services Tax.
‘QUOTATION’ means a Clean Air Company quotation for Goods and/or Services.
‘SERVICES’ means any installation, design, fabrication or construction undertaken by The Clean Air Company or its agents or contractors.

2. ORDERS

All orders between the Seller and the Buyer whether written or verbal are accepted by the Seller subject to the Goods being available and subject also to these Conditions applying. In the event of any inconsistency between these Conditions and any conditions on which the Buyer may seek to rely, these Conditions shall prevail and will override any conditions of purchase of the Buyer including
any conditions which may appear on the Buyer’s order form or similar documentation, unless agreed by the Seller in writing. Acceptance of a Quotation or acknowledgement of order by the Buyer is deemed acceptance of these Conditions.

An order accepted by the Seller cannot be cancelled, deferred or altered except by mutual agreement and confirmed in writing by both parties and is subject to agreement on costs incurred.

3. PRICES

All prices quoted are valid for a period of one month from the date of a Quotation or from the date of issue of price lists unless otherwise expressly stated in the quotation or price list. All prices are subject to GST at the rate current at the time of delivery. Authority fees including any Duty, AQIS, customs or related authority or government department or agency fees are excluded from our quotation and
will be paid by the buyer.

4. DISCOUNTS/CARRIAGE PRICES

All prices quoted are net trade prices and shall not be subject to retention or net discount, unless specifically stated in a Quotation or Acknowledgement of Order. Carriage prices shown in Quotations are net prices and are not subject to any discount.

5. DELIVERY

The Seller will use its reasonable endeavours to make deliveries of Goods on a date or dates agreed. The Seller does not accept any responsibility or liability for failure to deliver or for any delay in delivering Goods in accordance with the order unless otherwise agreed in writing before delivery. Frustrated deliveries created by the supply to the Seller of incorrect delivery details including location, time or other information that is not correct, will incur a redelivery fee charged by the selected carrier plus a 15% (plus GST) handling fee.

This must be paid by the customer upon issue of the Seller’s invoice for same or the purchase will be considered incomplete.

Refer to item 11

6. DAMAGED GOODS

The Buyer shall not be entitled to issue a claim against the Seller in relation to alleged damaged Goods or alleged shortages of Goods unless the Buyer has notified the Seller in writing of the alleged defects/shortages within 48 hours of delivery. The Buyer must notify the Seller in writing directly about any damage or perceived damage to Goods (including packaging) relating to carriage.

7. RETURNED GOODS

The Buyer will not be entitled to return Goods to the Seller unless the Seller has agreed before any such return. Should the Seller agree to accept returned Goods, the Buyer shall be liable to pay a restocking charge amounting to 15% of the agreed purchase price for the Goods. Goods returned must be in as-new condition in their original cartons.

8. RISK AND INSURANCE

The risk in the Goods shall pass to the Buyer from the time of delivery to the Buyer’s address or other agreed place of delivery or on collection by the Buyer as appropriate notwithstanding that property in the Goods may be retained by the Seller in accordance with Clauses 11 and 12. The Buyer shall be responsible for effecting its own insurance as appropriate from the date of delivery of any Goods.
Once the Goods have been delivered or Services have been installed the Buyer shall be responsible for fully protecting them and keeping safe the Goods and Services. The risk and responsibility of the Buyer in this regard also extends and applies to the return where applicable of any Goods to the Seller and the Buyer in such a case shall be so responsible to the time of acceptance of the returned Goods and/or Services by the Seller.

9. PRICE OF GOODS AND SERVICES

The Goods and Services shall be supplied in accordance with the Seller’s quotation and the price shall not be subject to reduction or variation unless agreed in writing. The Buyer shall not be entitled to apply any set off against any sums owing to the Seller.

10. TERMS OF PAYMENT

OUR TERMS OF PAYMENT ARE AS FOLLOWS:

• AS PER QUOTATION
• ALL VARIATIONS NOT INCLUDED IN THE CONTRACT MAY BE CHARGED SEPARATELY AND ARE IN ADDITION TO THE AMOUNT QUOTED.
• ALL INVOICES ARE PAYABLE WITHIN 30 DAYS FROM THE INVOICE DATE.
• AMOUNTS UNPAID BEYOND 30 DAYS ARE SUBJECT TO INTEREST CALCULATED AT THE VARIABLE INTEREST RATE PUBLISHED BY WESTPAC BANK FROM TIME TO TIME ON OVERDRAFT AMOUNTS EXCEEDING $100,000 PLUS 2%
• ANY INVOICE QUERIES SHALL BE NOTIFIED WITHIN 7 DAYS FROM RECEIPT OF INVOICE, OTHERWISE THE INVOICE AMOUNT IS DEEMED TO BE ACCEPTED.
• If part of an Invoice is disputed by the Buyer for good cause, only the disputed part may be withheld and the balance must be paid by the due date.
• Where part delivery or part service work is carried out, an Application for Payment on Account will be made and payment is due to the Seller 7 days from the date of the Application.
• Payments may be made by Electronic Funds Transfer (EFT) as the Seller directs.
• Any cheque payments will incur a 5% fee (being 5% of the contract price). The Seller does not accept cheques unless by prior arrangement.
• If the Buyer fails to make any payment by the due date then without prejudice to any other rights or remedies available the Seller reserves the right to:
  (i) Cancel the order or suspend any further deliveries of Goods and / or Services.
  (ii) Take down and retrieve any Goods or systems not affixed or installed.

11. RETENTION OF TITLE AND PASSING OF PROPERTY

(a) Ownership in the Goods shall remain with the Seller until full payment for the Goods and/or Services has been received by the Seller.
(b) Until such time, the Buyer shall keep the Goods free from any charge, lien or other encumbrance whatsoever and the Buyer shall hold the Goods as bailee for the Seller.
(c) Furthermore, the Buyer shall store the Goods owned by the Seller separately from its own.
(d) Until payment in full for the Goods and Services has been received, the Seller may at any time require the Goods to be returned to it and if such requirement is not complied with forthwith it may retake possession of the Goods and for such purposes is irrevocably authorised to enter upon any premises whether or not occupied by the Buyer and retrieve the Goods without in anyway being liable to the Buyer.
(e) Where the Seller has exercised its rights in relation to retaking possession of the Goods, the Seller may re-sell the Goods to a third party.

12. PERSONAL PROPERTY SECURITIES ACT 2009 (‘PPSA’)

(a)The Buyer acknowledges and agrees that the agreement once accepted will be a security agreement for the purposes of the PPSA and that the Seller may register its security interest in the goods and their proceeds as a purchase money security interest (‘PMSI’) on the PPSA register.
(b)The Buyer acknowledges and agrees that the Seller may register its security interest (including registering it as a PMSI in the goods at anytime before or after delivery.
(c) The Seller may apply amounts it receives from the Buyer towards amounts owing to it as the Seller may choose.
(d) Where the PPSA applies to action taken by the Seller in relation to the goods, the Buyer waives its right to the maximum extent permitted by law to receive any notices or statements required under sections 95, 118, 121(4), 125, 130, 132(3)(d), 132(4), 135, 142 and 143 of the PPSA.
(e) The Buyer waives its rights under section 157 of the PPSA to receive notice of a verification statement.
(f) The parties agree not to disclose information of the kind referred to in section 275(1) except in circumstances required by subsections 275(7)(b)-(e) of the PPSA.
(g) The Buyer must do anything requested by the Seller to ensure that the Seller’s security interest is a perfected security interest and a PMSI and has priority over all other security interests in the goods.
(h) Nothing in this clause 12 is limited by any other provision of these terms or any other agreement between the parties.
(i) If a term used in this clause 12 has a particular meaning in the PPSA, it has the same meaning in this clause.

13. CONSIGNMENT

If the Seller has supplied Goods on consignment (whereby the Buyer will not be pay for the Goods until the Buyer has found a purchaser from it of the Goods) the Buyer must use its best efforts to sell the Goods. All Goods which have not been sold by the Buyer within 30 days (or any such other period agreed in writing by the parties before dispatch by the Seller to the Buyer) from the date of delivery to the Buyer must be returned to the Seller without delay at the Buyer’s expense in as new condition in the original cartons.

In such a case, the Seller shall not be liable for any costs, expenses, damages or losses incurred by the Buyer or by any third party, and furthermore, the Buyer shall be responsible for all costs and expenses incurred by it in respect of any installation, removal, delivery, and transportation.

Within 7 days from the date of sale of any Goods the Buyer must remit the price to the Seller in relation to the Goods sold.

14. QUALITY AND PURPOSE

The Goods are warranted in accordance with the specification set out in the Seller’s Quotation or in its Guarantee Document which is available upon request, or if there is no such specification, to be within normal limits of quality or description, statutory or otherwise.

While all product information is given in good faith, the use or application of the Goods and /or Services is outside the control of the Seller and accordingly the Seller gives no warranty as to the fitness of the Goods or Services for any particular purpose and any implied warranty or condition (statutory or otherwise) is excluded insofar as such exclusion is permitted by law.

The Seller’s liability in respect of the quality or fitness for the purpose of the Goods or Services supplied shall not extend to the Buyer’s loss of profits, increased cost or work or any other consequential loss. Any liability arising in connection with the order owed by the Seller to the Buyer shall at all times be limited to the value of the Goods and/or Services (as the case may be) and shall not exceed an amount which is just and equitable taking into account the relative contributions to any loss suffered by the Buyer of the Seller and other parties who have entered into any arrangements (contractual or otherwise) with the Buyer.

15. FORCE MAJEURE

Notwithstanding any agreement to the contrary, any delivery may be totally or partially suspended by the Seller as a result of delay in manufacture, supply or delivery arising from acts of God, unforeseeable circumstances, acts of Government or local authority, war, revolution, fires, ice, strikes, industrial disputes, inability to obtain necessary and/or proper materials, facilities, transportation or labour or any other cause beyond the Seller’s control. Any Goods, the delivery of which has not been totally or partially suspended shall be accepted by the Buyer as soon as it is reasonably practicable after the reason for delay has abated.

16. LAW

Any order governed by these conditions shall in all respects be subject to the laws in force in New South Wales and the parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of New South Wales and courts entitled to hear appeals therefrom.

17. COPYRIGHT

Subject to the rights of any third party in respect of copyright where applicable, all rights to reproduce or adapt any drawings, plans, designs or similar material created by or at the direction of the Seller (‘Designs and Drawings’) shall remain with the Seller.

The Designs and Drawings may not be reproduced or used in any way whatsoever without the prior written consent of the Seller which may be withheld or granted upon conditions in the Seller’s absolute discretion.

These Terms and Conditions supersede all previous Terms and Conditions.