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INTERPRETATION

1. In these conditions:

1. "Credit Note" means a credit, payment or otherwise made by the Seller to the Purchaser in relation to a prior sale of Goods.
2. "Goods" means the products identified.
3. "Intellectual Property Rights" means rights subsisting or capable of subsisting or being obtained under intellectual property legislation, including legislation dealing with copyright, circuit layouts, designs, patents, plant varieties or trade marks, and whether in Australia or overseas.
4. "Purchase Price" means the price as indicated on the face of the Seller's invoice.
5. "Purchaser" means the entity purchasing the Goods upon these terms and conditions as described in any Quotation or order form.
6. "Quotation" means the Seller's quotation to the Purchaser whether in writing or verbally.
7. "Seller" means Allied Heat Transfer International Pty Ltd of 19 Tacoma Circuit, Canning Vale, Welshpool, Western Australia, 6155.

ENTIRE AGREEMENT

2. The Customer acknowledges and agrees the terms and conditions contained in this document expressly or by statutory implication comprise the whole of the agreement between the parties and that no further or other terms or conditions whether in respect of the Goods or otherwise shall be deemed to be implied herein or to arise between the parties by way of collateral or other agreement.

CONTRACT AND CANCELLATION

3. If:

1. the Purchaser accepts the Seller’s Quotation (the Purchaser shall be deemed to accept the Seller’s Quotation by signing the relevant  Quotation); or
2. the Seller accepts the Purchaser's Order,

a contract is created between the parties whereby the Seller sells to the Purchaser the Goods on these terms and conditions ("Contract").

4. After creation of the Contract, the order for the Goods can only be cancelled by the Purchaser if:

1. the Seller consents to the cancellation; and
2. the Purchaser reimburses the Seller for all costs associated with the work undertaken in relation to the Contract; and
3. the Purchaser pays the Seller an amount equivalent to the profits which the Seller would have achieved had the Contract been completed. The Seller’s calculation of such amounts shall be binding on the Purchaser.

5. The Seller may, at any time:

1. require the Purchaser to provide reasonable security for payment of the Purchase Price;
2. withhold delivery until such security is received; and
3. cancel the Contract if such security is not received within 14 days of the Seller’s request.

WAIVER

6. These conditions may only be waived by the Seller. Any such waiver must be in writing and signed by the Seller. These conditions shall prevail over any other agreement between the Purchaser and the Seller to the extent of any inconsistency EXCEPT where:

1. the Seller expressly agrees that any terms and conditions in this document are varied;
2. such agreement is in writing and signed by the Seller.

DELIVERY

7. The delivery time made known to the Purchaser is an estimate only and the Seller shall not be liable for late delivery or non-delivery including any loss, damage or delay occasioned to the Purchaser or its customers arising from late or non-delivery.

LOSS OR DAMAGE IN TRANSIT

8. The Seller is not responsible for any loss or damage to the Goods in transit. The Seller shall render to the Purchaser such assistance as may be necessary to make claims on carriers provided the Purchaser notified the Seller and the carriers in writing immediately, such loss or damage is discovered.

PRICE AND PAYMENT

9. The Purchaser shall pay the Seller the Purchase Price within 30 days from the date of the invoice. If the Purchaser falls to make a payment by the due date, the Seller may, without notice, withhold delivery of any further Goods to the Purchaser and may terminate, without liability to the Purchaser, any or all subsisting contracts between the Seller and the Purchaser.

10. The seller may require prepayment or deposit on order placement and progress payments on verifiable milestone events.

11. If payment is not made on the due date, the Seller may charge interest on the amount payable at the rate of 5% over the Reserve Bank of Australia 90 day bank bill rate applicable on the day the payment is due.

12. The Purchase Price is not inclusive of sales tax, unless otherwise specified in writing. If applicable, sales tax is additional to the Purchase Price and must be paid by the Purchaser. The Purchase Price is not inclusive of GST, unless otherwise specified in writing. If applicable, GST is additional to the Purchase Price and must be paid by the Purchaser.

CREDIT NOTES

13. If the Seller issues a Credit Note to the Purchaser (whether on request by the Purchaser, by its own volition or otherwise), the Purchaser agrees that the issue of the Credit Note is an act of commercial good faith by the Seller and not an admission of liability to the Purchaser in relation to any of the matters pertaining to the issue of the Credit Note.

SELLER'S RIGHTS IN RELATION TO THE GOODS

14. The Seller reserves the following rights in relation to the Goods until all accounts owed by the Purchaser to the Seller are fully paid:

1. legal ownership of the Goods,
2. to enter the Purchaser's premises (or the premises of any associated company or agents where the Goods are located) without liability for trespass or any relating damage and to take possession of the Goods; and
3. to keep or resell any Goods repossessed pursuant to (b) above.

15. If the Goods are re-sold, or products manufactured using the Goods are sold by the Purchaser, the Purchaser shall hold such part of the proceeds of any such sale as represents the invoice price of the Goods sold or used in the manufacture of the Goods sold in a separate identifiable account as the beneficial property of the Seller and shall pay such amount to the Seller upon request. Notwithstanding this clause the Seller shall be entitled to maintain an action against the Purchaser for the Purchase Price and the risk of the Goods shall pass to the Purchaser on delivery.

16. The Seller's property in the Goods is not affected by the fact that the Goods become fixtures attached to the premises of the Purchaser or a third party, and if the Seller enters those premises for the purpose of reclaiming possession of the Goods, and incurs any liability to any person in connection with the entry, the Purchaser indemnifies the Seller against that liability.

WARRANTIES, LIMITS OF LIABILITY AND CLAIMS BY THE PURCHASER

17. Except as otherwise expressly provided in this Contract and subject to the succeeding paragraphs, the Seller excludes all statements, representations, warranties, conditions, promises, undertakings, covenants and other provisions, express or implied (and whether implied by law (including Act of Parliament) or otherwise), relating to the order, the Goods and any services supplied by the Seller (whether as to their merchantability, description, design, use, quality, suitability, fitness for any purpose, correspondence with any description or sample or otherwise), or their delivery, being provisions that might otherwise form part of these conditions, or any contract, or be collateral to or form part of any agreement that is collateral to these conditions, or any contract.

Subject to the next paragraph, the Seller will not be liable to compensate or indemnify the Purchaser (or any other person) for any loss or damage suffered or incurred by the Purchaser (or any other person) in relation to the order, the Goods, or their delivery, mis-delivery or non-delivery, or any services supplied by the Seller or the Seller’s agents (including but not limited to any loss of profits or other economic loss or to loss arising from negligence or any other tort, in any case, whether direct, indirect, consequential or otherwise).

These conditions do not, and no provision of these conditions purports to, exclude, restrict or modify or have the effect of excluding, restricting or modifying:

1. the application in relation to the supply of the goods or services of any provision of the Trade Practices Act 1974 or of any similar State or Federal legislation that may not be excluded, restricted or modified;
2. the exercise of a right conferred by such provision; or
3. subject to the next paragraph, any liability of the Seller for breach of a condition or warranty implied by such a provision.

The Seller's liability for a breach of a condition or warranty implied by a provision of Division 2 of Part V of the Trade Practices Act 1974, or of any similar State or Federal legislation where the Seller may similarly limit its liability, will be limited to any one of the following:

1. in the case of Goods:

(i)   the replacement of the relevant Goods or the supply of equivalent Goods;
(ii)  the repair of the relevant Goods;
(iii) the payment of the cost of replacing the relevant Goods, or of acquiring
       equivalent Goods; or
(iv) the payment of the cost of having the relevant Goods repaired; and

2. in the case of any services supplied by the Seller:

(i)   the supply of the services again; or
(ii)  the payment of the cost of having the relevant services supplied again,

and the Seller may in its sole discretion determine which of the foregoing limits will apply in any case.

18. The Seller does not have to do any of these things until all of the following conditions have been met:

1. (where the Purchaser alleges that the Goods are defective) the Purchaser has given the Seller written notice that the goods are defective within 90 days after the Goods were delivered to the Purchaser; and
2. (where the Purchaser alleges that the Goods are defective) the Goods are in the same condition that they were in when they were delivered to the Purchaser (for clarity, if the Goods were processed into other goods or were maltreated, interfered with or destroyed or damaged, the Seller shall not have any liability to the Purchaser whatsoever or howsoever arising); and
3. if the Seller requests that any allegedly defective Goods be returned to it, the Purchaser must immediately return them to the Seller; and
4. if the Seller requests an inspection of the allegedly defective Goods, the Purchaser immediately do all things necessary to make the Goods available for inspection by the Seller (or the Seller’s agent/s).

19. The Purchaser must not return any Goods which the Purchaser claims are not in accordance with the Contract or Quotation unless the Seller has first given its (written) approval to their return. Their return must be then be with freight and carriage pre-paid by the Purchaser.

20. A warranty period of 12 months from date of invoice or 3000 hours operation, whichever occurs first, will apply to all products manufactured by the Seller. Products purchased by the Seller will be subject to the warranty period offered by the manufacturer of that product.

PATENTS, DESIGNS

21. If the Seller has followed a design or instructions given by the Purchaser, the Purchaser shall indemnify the Seller against all damages, penalties, costs and expenses of the Seller arising from any infringement of a patent, trademark, registered design, copyright or common law right. The Purchaser on its part warrants that any design or instructions given by it will not cause the Seller to infringe any patent, registered design, trademark, copyright or common law right.

TRADE PRACTICES ACT 1974 (AS AMENDED)

22. If in the opinion of the Seller any of the agreements and covenants herein contained become at any time unenforceable or unlawful under the Trade Practices Act 1974 (as amended) (“Act”) the Seller may require any amendment to this document to ensure that it complies with and is enforceable under the Act.

INTELLECTUAL PROPERTY RIGHTS

23. The Purchaser acknowledges that the Seller is solely entitled to all Intellectual Property Rights that may arise or be capable of being claimed as a result of anything done performed manufactured supplied or provided by the Seller in the course of incidental to or in connection with any Contract between the Seller and the Purchaser. The parties agree that this clause shall survive the termination of the Contract.

24. The Purchaser must, both during the term of any contract between the Seller and the Purchaser and after the termination or completion of any contract, comply on demand with any request the Seller may make to protect transfer confirm or secure ownership of any Intellectual Property Rights in the Seller including (without limitation) for the Purchaser to perform any acts matters or things and sign any documents which may be required to achieve that purpose. The parties agree that this clause shall survive the termination of the Contract.