TERMS AND CONDITIONS OF SALE 1. DEFINITIONS 1.1. The Supplier is AIR DIFFUSION AGENCIES PTY. LIMITED (ACN: 008 267 221). 1.2. The Customer is the party or any person acting on behalf of and with the authority of the Customer that the Order is provided for. 1.3. The Guarantor is the person(s), or entity, who agrees to be liable for the debts of the Customer. 1.4. The Order shall be defined as any request for the provision of Goods and/or Services by the Customer with the Supplier which has been accepted by the Supplier. 1.5. The Goods are the air conditioning goods and/or related products provided by the Supplier. 1.6. The Services are all the delivery and/or supply of Goods by the Supplier, including any advice or recommendations. 1.7. The Price is the amount invoiced for Goods supplied. 1.8. Indirect, Special or Consequential loss or damage includes i) any loss of income profit or business; ii) any loss of good will or reputation; iii) any loss of value of intellectual property. 1.9. Invoices include invoices for Goods supplied. 1.10. GST refers to Goods and Services Tax under the Goods and Services Act 1999 (“GST Act”) and the terms used herein have meanings contained within the GST Act. 1.11. Major failure refers to Major failure as defined under the Competition and Consumer Act 2010 and the Fair Trading Acts in each of the States and Territories of Australia. 1.12. Security interest as defined in Section 12 of the Personal Property Securities Act 2009 (Cth). 1.13. “Security Agreement”, “Commingled Goods”, “Collateral”, “Financing Statement”, “Financing Change Statement” is defined under Section 10 of the Personal Property Securities Act 2009 (Cth). 2. GENERAL 2.1. These Terms and Conditions together with the Supplier’s written or verbal quotation and the Supplier’s Credit Application Form forms this Agreement. 2.2. Any Order requested by the Customer is deemed to be an Order incorporating these Terms and Conditions and may not be varied unless expressly agreed to by the parties in writing. In the event that an inconsistency exists and/or arises between these terms and the Order it is acknowledged between the parties that these Terms and Conditions will prevail. 2.3. No subsequent correspondence or document or discussion shall modify or otherwise vary these Terms and Conditions unless such variation is in writing and signed by the Supplier. 2.4. The Terms and Conditions are binding on the Customer, his heirs, assignees, executors, trustees and where applicable, any liquidator, receiver or administrator. 2.5. In these Terms and Conditions, the singular shall include the plural, the masculine shall include feminine and neuter and words importing persons shall apply to corporations. 2.6. Where more than one Customer completes this Agreement each shall be liable jointly and severally. 2.7. If any provision of these Terms and Conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired and the offending provision shall be deemed as severed from these Terms and Conditions. 2.8. The Supplier may license or sub-contract all or any part of its rights and obligations without the Customer’s consent but the Supplier acknowledges that it remains at all times liable to the Customer. 2.9. The failure by the parties to enforce any provision of these Terms and Conditions shall not be treated as a waiver of that provision, nor shall it affect the parties’ right to subsequently enforce that provision. 2.10. The Customer acknowledges that the Supplier may detail these Terms and Conditions on its website. 3. PLACEMENT OF ORDERS 3.1. Orders placed by the Customer with the Supplier will be considered valid when placing the Order in writing and/or verbally 3.2. Any written Quotation given by the Supplier shall expire thirty (30) days after the date of the written quotation. Quotations may also be provided to the Customer by verbal communication over the telephone, 3.3. All prices are based on taxes and statutory charges current at the time of the Quotation. Should these vary during the period from the date of the Quotation to the date of the invoice, the difference will become the responsibility of the Customer and the Customer will be invoiced for the extra charge by the Supplier. 4. PRICE 4.1. GST will be charged on the Goods and Services provided by the Supplier that attract GST at the applicable rate 4.2. The Supplier reserves the right to change the Price to the Supplier’s Order in the event of a variation which was previously unknown or unforseen by the parties at the time the Order was placed, and notice will be provided in writing by the Supplier within a reasonable time. 4.3. At the Supplier’s sole discretion the Price shall be either: 4.3.1. As detailed on invoices provided by the Supplier to the Customer in respect of Goods and or Services supplied; or 4.3.2. The Supplier quoted Price as for the Order (subject to Clause 5.2) 5. SUPPLY AND DELIVERY OF GOODS 5.1. At any time before payment is made by the Customer, the Supplier reserves their right to: 5.1.1. Decline requests for any Goods requested by the Customer. 5.1.2. Cancel or postpone the delivery of Goods at their discretion. 5.2. Delivery of the Goods shall be deemed to be complete when the Goods are collected by the Customer or are delivered to the Customer or to the carrier as nominated by the Supplier and/or Customer. 5.3. If the Customer fails to make all arrangements necessary to take delivery of the Goods the Customer shall, at the discretion of the Supplier, be liable for a $33.00 Non Delivery Fee and the Supplier shall be entitled, also at its discretion, to charge a reasonable fee for redelivery and storage. 5.4. Unless specified by the Supplier to the contrary in the Order, the Supplier does not warrant that it will be capable of providing the Goods at specific times requested by the Customer during the term of this Agreement. 5.5. Subject to otherwise complying with its obligations under this Agreement, the Supplier shall exercise its independent discretion as to its most appropriate and effective manner of providing the Goods and of satisfying the Customer’s expectations of those Goods. 5.6. In the discharge of its duties, the Supplier shall comply with all reasonable directions of the Customer as to the nature and scope of the Goods to be provided. 5.7. Nothing in the above clause shall affect the Supplier’s right to exercise its own judgment and to utilise its skills as it considers most appropriate in order to achieve compliance with the said resolutions, regulations and directions or otherwise with its obligations under this Agreement. 5.8. The Supplier may agree to provide, on request from the Customer, additional Goods not included or specifically excluded in the Quotation/Order. In this event, the Supplier shall be entitled to make an additional charge. Additional Goods includes, but is not limited to, alterations, amendments, and any additional visits by the Supplier after provision of the Goods at the request of the Customer. 6. PAYMENT AND CREDIT POLICY 6.1. The Customer must make full payment of the Price within thirty (30) days from the date of issue of invoice(s) for the Goods and/or Services. Discounts 6.2. The Customer will be entitled to a discount on the Price at the rate as may be agreed from time to time by the Supplier and the Customer if payment is made within thirty (30) days from the date of issue of invoice(s) for the Goods and Services. In the event of a default the customer will not be entitled to any discounts and shall pay the full Price as listed on the original invoice(s). 7. DISHONOUR OF CHEQUE 8.1 If any cheque issued by the Customer or by any third party in payment of the Price is dishonoured: 8.1.1 The Supplier may refuse to supply any further Goods until satisfactory payment is Received in full, including bank fees and charges; 8.1.2 The Supplier is entitled to treat the dishonour of the Customer’s cheque as a repudiation of this Agreement and to elect between terminating this Agreement or affirming this Agreement, and in each case claiming and recovering compensation for loss or damage suffered from the Customer. 8.1.3 The Customer may be liable for a dishonoured cheque fee of $40.00. 8. DEFAULT 9.1 Invoices issued by the Supplier shall be due and payable upon the provision of Goods and/or services for Non-Account Customers, and invoices issued by the Supplier shall be due and payable within thirty (30) days of the date of issue for Account Customers (“Default Date”) depending on terms agreed with the Supplier. Without prejudice to any other rights of the Supplier, the Customer may be charged account keeping fees of $25.00 monthly on any payment in arrears. 9.2 If the Supplier does not receive the Outstanding Balance for the Price on or before the Default Date, the Supplier may, without prejudice to any other remedy it may have, forward the Customer’s outstanding account to a debt collection agency for further action. The Customer acknowledges and agrees that: 9.2.1 After the Default Date, the Outstanding Balance shall include, but not limited to, all applicable fees and charges under this Agreement; 9.2.2 The Supplier may, in its discretion, calculate interest at the rate of five percentum (5%) per annum for all monies due by Customer to the Supplier. 9.2.3 In the event of the Customer being in default of his obligation to pay and the overdue account is then referred to a debt collection agency, and/or law firm for collection the Customer shall be liable for the recovery costs incurred and if the agency charges commission on a contingency basis the Customer shall be liable to pay as a liquidated debt, the commission payable by the Supplier to the agency, fixed at the rate charged by the agency from time to time as if the agency has achieved one hundred per cent recovery and the following formula shall apply: Original Debt x 100 Commission = 100 - Commission % charged by the agency (including GST) 9.2.4 In the event the agency is Prushka Fast Debt Recovery the applicable commission rate for the amount unpaid is as detailed on 9.2.5 In the event where the Supplier or the Supplier’s agency refers the overdue account to a lawyer the Customer shall also pay as a liquidated debt the charges reasonably made or claimed by the lawyer on the indemnity basis. 9. RISK AND LIABILITY 9.1. The Customer will ensure when placing Orders that there is sufficient information to enable the Supplier to execute the Order. 9.2. The Supplier takes no responsibility if the specifications provided by the customer are wrong or inaccurate and the Customer will be liable in that event for the expenses incurred by the Supplier for any work required to rectify the Order. 9.3. The Customer is responsible for ensuring that the Supplier is made aware of any special requirements pertaining to the Order and the Supplier relies upon the integrity of the information supplied to it. 9.4. The Supplier takes no responsibility and will not be liable for any damages or costs resulting in the Goods being faulty as a consequence of insufficient information provided by the Customer. 9.5. The Supplier takes no responsibility for representations made in relation to the Goods or any delay in the delivery of the Goods made by a third party or third party manufacturer which was organised by the Customer. 9.6. The Customer acknowledges that the Supplier shall not be liable for and the Customer releases the Supplier from any loss incurred as a result of delay or failure to provide the Goods and/or services or to observe any of these conditions due to an event of force majeure, being any cause or circumstance beyond the Supplier’s reasonable control. 9.7. The Supplier does not represent that it will carry out any Services and/or provide and/or deliver any Goods unless it is included in the Quote. 9.8. Subject to Clause 11.1 and 11.2 the Customer accepts risk in relation to the Goods when the Goods pass to his care and/or control. 10. WARRANTY 10.1. The Supplier warrants that the rights and remedies to the Customer in this Agreement for warranty against defects are in addition to other rights and remedies of the Customer under any applicable Law in relation to the goods and services to which the warranty relates. 10.2. The Supplier does not purport to restrict, modify or exclude any liability that cannot be excluded under the Competition and Consumer Act 2010 or the Fair Trading Acts in each of the States and Territories of Australia Warranty for Services Terms and Conditions of Sale