Terms & Conditions

The client (herein the Client) named in the attached sale contract (the Sale Contract) agrees with Complete Air Systems Pty Ltd (ABN 98 621 839 263) (Complete Air Systems) that in consideration of Complete Air Systems agreeing to provide the sale of Goods to the Client the following terms and conditions shall apply:

1. Interpretation
Reference in this agreement to:

• a. the singular will be deemed to include the plural;
• b. any party to this agreement will mean and include the party and the successor, administrator, personal representative, transferees and assigns of the party;
• c. Account Balance means the Purchase Price for Goods which Complete Air Systems has provided and/or delivered to the Client and which have not been paid;
• d. agreement means these terms and conditions, the Sale Contract and any order;
• e. Business Day means days which are not Saturday or Sunday or a public holiday in Western Australia;
• f. Confidential Information means all trade secrets and all financial, marketing, technical and market sensitive information and know- how, including information regarding technology and processes,
• discoveries, mineral deposits, resources or reserves, drilling and production results, which is confidential or of a sensitive nature, but excludes any information which is in the public domain;
• g. Goods means goods and services provided by Complete Air Systems to the Client, including all goods and services set out or identified in an order, the Sale Contract, packing slip, invoice or any other
• document provided to the Client by Complete Air Systems;
• h. liability means any claim, expense, demand, action, suit, proceeding, loss or damage of any kind or character (including, except as expressly excluded, legal costs and special, direct, indirect, punitive or
• consequential damages);
• i. order means an order placed or communicated with or to Complete Air Systems by the Client;
• j. PPSA means the Personal Property Securities Act 2009 (Cth);
• k. Practical Completion means when the installation of the Goods for practical purposes is completed and the Goods are fit for use;
• l. Purchase Price means the purchase price for the Goods as stated in the Sale Contract; and
• m. Security Interest has the meaning defined in the PPSA.

2. Agreement:
The Client agrees that this agreement will apply to the supply of all Goods by Complete Air Systems to the Client. The agreement between Complete Air Systems and the Client will not include any terms or conditions of the Client (including on any order given by the Client) unless Complete Air Systems agrees in writing. Quotations made by Complete Air Systems will not be construed as an offer or obligation to supply in accordance with the quotation. Complete Air Systems reserves the right to accept or reject, at its discretion, any offer to purchase received by it. Placement of an order, either verbally or in writing, will imply acceptance of Complete Air Systems’ offer and of this agreement.

3. Orders:

• a. Orders are to specify an order number or reference, the date the order was placed, the Goods ordered and the preferred date of delivery of the Goods (“the delivery date”). While Complete Air Systems will
• make every effort to ensure the availability of all Goods at all times, Complete Air Systems cannot guarantee the availability of all Goods at all times to satisfy the Client’s order.
• b. Where Complete Air Systems cannot fulfil an order it will notify the Client and offer alternative arrangements. If the Client is not satisfied with the new arrangement proposed, they may cancel the order.
• c. Complete Air Systems may decline any order received from the Client within five (5) days of the order being received by Complete Air Systems.

4. Goods:

• a. All specifications, drawing and particulars of weight and dimensions relating to the Goods in any brochures, leaflets, websites or other documents distributed by Complete Air Systems are approximate and for illustrative purposes only and do not form part of this agreement.
• b. Complete Air Systems will:
  • i. provide the Goods with care and skill and in a proper and professional manner;
  • ii. act in the Client’s best interests but will not do anything which is unethical or unlawful; and
  • iii. provide the Goods to the Client alone and will not regard any other entity as its client in relation to the Goods.

5. Delivery:

• a. If requested in the order, Complete Air Systems will deliver each order to the site specified by the Client by the delivery date between the hours of 7.00am and 5.00pm Monday to Friday.
• b. The Client or a representative of the Client must be present at the agreed place and time for delivery and must sign the delivery docket as acknowledgment that the Goods and quantities described on the delivery docket have been delivered and comply with the order.
• c. If the Client or a representative of the Client is not present Complete Air Systems may unload the Goods at the agreed place for delivery.
• d. Complete Air Systems is not liable for late delivery or failure to supply the goods for reasons beyond its control.
• e. Any delivery charges incurred by Complete Air Systems, as specified in writing to the Client, will be payable by the Client.
• f. Complete Air Systems will have no liability for shortage or damage of any Goods delivered to the Client unless the Client has given written notice of the shortage or damage to Complete Air Systems within 7 days of the date of delivery.

6. Payment & Tax invoices:

• a. A deposit of 20% of the Purchase Price is payable within seven (7) days of an order.
• b. Except as otherwise agreed in writing with Complete Air Systems:
  • i. the Account Balance must be paid on or before delivery or Practical Completion, whichever is later, subject to clause 8.d;
  • ii. tax invoices will be deemed correct unless disputed in writing within 7 days of the date of the invoice;
  • iii. tax invoices must be paid in full notwithstanding any counterclaim or set-off the Client may claim against Complete Air Systems; and
  • iv. tax invoices that are not paid in full and on time will attract interest at 14% per annum, calculated daily.
• c. Time is of the essence in respect of all payments due under clause 6.b.i..

7. Risk:

• a. Risk in the Goods passes from Complete Air Systems to the Client on the earlier of:
  
  • i. delivery of the goods to the place of delivery agreed between the Parties pursuant to clause 4, whether or not the Client or their agent acknowledges receipt of delivery; and
  • ii. when payment of the order is made by the Client in full.
• b. For the avoidance of doubt, Goods paid for by the Client upfront, stored and delivered to the agreed place of delivery by Complete Air Systems at the request of the Client are the property of the Client from
  the time full payment is made. Complete Air Systems, whilst providing due care in the handling and storage of Goods, accepts no responsibility or liability for any damage or loss.

8. Installation:

• a. Complete Air Systems may provide installation of the Goods if agreed in writing with the Client.
• b. The Client must ensure that the area where the Goods are to be installed:
  • i. is free and clear so as to allow any and all machinery associated with the installation to enter the site of installation and to complete such installation without hindrance; and
  • ii. has adequate electrical power available at the site of installation (should upgrading the Clients power be necessary to accommodate the Goods then the cost of such upgrade will be payable by the Client).
• c. The Client is responsible for obtaining all relevant government, statutory or public authorities (as necessary) and any approval required for installation of the Goods at the installation site.
• d. If the Client fails to install electrical or gas services to enable Complete Air Systems to carry out final installation and commissioning of the Goods, Complete Air Systems will be entitled to receive payment
  of the full Purchase Price notwithstanding that installation of the Goods has not reached Practical Completion.
• e. The extent of work to be undertaken by Complete Air Systems is as agreed in writing between the Client and Complete Air Systems. Should any additional work not within the initial scope of works be
  required, Complete Air Systems will submit a separate proposal for the Client’s approval before such work commences.
• f. Complete Air Systems is not responsible for noise and or vibration emanating from the Goods unless specifically agreed in writing between the Client and Complete Air Systems. Any performance figures
  given by Complete Air Systems are estimates only and Complete Air Systems will be under no liability for failure of the Goods to attain such figures unless specifically guaranteed in writing, and any such
  guarantee will be subject to the recognised tolerances applicable to such figures. The Client is responsible for selecting the appropriate site for the installation of the Goods so as not to create a noise nuisance.

9. PPSA:

• a. Complete Air Systems remains owner of the Goods until the Client has paid in full the price of the Goods. The Client grants Complete Air Systems a Security Interest over all the Goods supplied by Complete Air Systems as security for the payment of all monies payable to Complete Air Systems by the Client in respect of the supply of the Goods or otherwise.
• b. The Client must cooperate with Complete Air Systems, including by providing information which Complete Air Systems requires to enable Complete Air Systems to register and maintain its Security Interest.
• c. The Client:
  • i. consents to Complete Air Systems registering a Security Interest on the Personal Property Securities Register under the PPSA in relation to the Goods and the Client will provide all assistance reasonably required to facilitate this; and
  • ii. waives the right to receive notice of a verification statement pursuant to section 157 of the PPSA in relation to any registration on that register.
• d. Any exercise of Complete Air Systems’ rights in accordance with this clause 9 will not release the Client from any liability or obligation it may have in respect of this agreement and the Client will continue to
  be liable for any amount owed under this agreement less any amount actually received or recovered by Complete Air Systems.

10. Liability & Indemnity:

• a. Each Indemnity in these this agreement is a continuing obligation, separate and independent from the other obligations of the parties and survives termination, completion and expiration of this agreement.
  It is not necessary for a party to incur expense or make any payment before enforcing a right of indemnity conferred by this agreement. The Client must pay on demand any amount it must pay under any indemnity in this agreement.
• b. The Client indemnifies and holds indemnified Complete Air Systems and each director, officer and employee of Complete Air Systems (each an Indemnified Person) from all claims, actions, suits, demands,
  costs and expenses in any way arising out of or in connection with:
  • i. any negligent act or omission by the Client; and
  • ii. a breach by the Client of this agreement.
• c. To the extent permitted by law, the Client agrees that each Indemnified Person will not under any circumstances be liable to the Client or any third party in respect of any indirect, consequential or special losses (including loss of profit, loss of opportunity or payment of liquidated sums or damages under any other agreement).
• d. The Client agrees that the maximum liability of the Indemnified Persons for claims under or relating to this agreement is limited to the prices of the Goods payable by the Client under this agreement.

11. Warranty:

• a. Complete Air Systems’ specific warranty terms and conditions as detailed in the warranty certificates accompanying the Goods apply to the Goods. To the extent permitted by law and except as otherwise
  stated in Complete Air Systems’ warranty terms and conditions, all other conditions, warranties and liabilities in respect of the Goods are excluded.
• b. Nothing in this agreement shall be read or applied so as to purport to exclude, restrict or modify or have the effect of excluding, restricting or modifying the application in relation to the supply of any Goods
  pursuant to this agreement of all or any of the provisions of the Competition and Consumer Act 2010 or any relevant State or Federal Legislation which by law cannot be excluded, restricted or modified.
  Where consumer rights and remedies provided for by the Competition and Consumer Act 2010 apply to the provision of Goods by Complete Air Systems to the Client and cannot be contracted out of, they
  apply and override any inconsistent provisions in this agreement but only to the extent of the inconsistency.
• c. Subject to the Client’s rights under statute and Complete Air Systems’ warranty terms and conditions, in relation to:
  • i. the supply of goods, Complete Air Systems’ liability is limited (as elected by Complete Air Systems) to replacing the goods or supplying similar goods or repairing the goods or providing the
    cost for replacing the goods or for acquiring equivalent goods or providing the cost for having the goods repaired; and
  • ii. the supply of services, Complete Air Systems’ liability is limited (as elected by Complete Air Systems) to supplying the service again or providing for the cost of having the services supplied
    again.

12. Delay/Force majeure:
Complete Air Systems will not be liable for any failure or delay in complying with its obligations under this agreement or any contract with the Client where Complete Air Systems arising out of any matter which is beyond the reasonable control of Complete Air Systems including but not limited to: fire; explosion; destruction of its stock; accident; road conditions; inclement weather; delay by freight company; shortage or unavailability of supply of Goods; change of law or government action (Force Majeure Event). Where a Force Majeure Event occurs Complete Air Systems shall notify the Client as soon as practicable and shall also advise the Client of the expected duration of the Event of Force Majeure. If the Event of Force Majeure prevents Complete Air Systems performing its obligations beyond 10 Business Days after the indicative Delivery date, the Client may by notice to Complete Air Systems cancel the order.

13. Termination:

• a. A party (Non-defaulting Party) may terminate this agreement by notice to the other party (Defaulting Party) if:
  • i. the Defaulting Party breaches a provision of this agreement and that failure or breach:
    1. is incapable of remedy; or
    2. if capable of remedy, continues for fourteen (14) days after the Non-defaulting Party gives the Defaulting Party a notice requiring the breach to be remedied; or
  • ii. to the extent permitted by law, an Insolvency Event occurs in relation to the Defaulting Party.
    b. In this clause, Insolvency Event means:
    i. in relation to a party that is a corporation:
  • iii. the party is subject to an order or resolution to wind up the party;
    1. the party is subject to Administration as defined in section 9 of the Corporations Act 2001 (Cth);
    2. the party is subject to the appointment of a Controller as defined in section 9 of the Corporations Act 2001 (Cth); or
    3. the party becoming Insolvent as defined in section 9 of the Corporations Act 2001 (Cth); and
  • iv. in relation to a party that is an individual or a partnership he or she, or any partner, becomes bankrupt or enters into an agreement with creditors.

14. GST:
All fees referred to in this agreement do not include goods and Services tax (GST) unless expressly stated in writing between the parties, and the Client must pay to Complete Air Systems, on each date the
Client must make payment for a taxable supply under this agreement, an additional amount equal to the GST payable on the taxable supply or component of the supply for which that payment is made. In this
agreement “GST, “supply”, “taxable supply” and “tax invoice” have the same meaning as in A New Tax System (Goods and Services Tax) Act 1999.

15. Notices:

Any notice to be given under this agreement will be sufficiently delivered if:

• a. delivered or sent by prepaid mail to the recipient’s last known address;
• b. sent by facsimile, where the sender’s facsimile machine confirms successful transmission of the entire notice; or
• c. sent by e-mail, where confirmation is provided by the recipient that the message has been read. The email may be sent to any email of which the relevant party notifies the other. Emails sent after 5.00pm shall be deemed to have been sent at 9.00am on the next Business Day.

16. Other:

• a. Neither party may assign or transfer any obligation under this agreement without the written consent of the other.
• b. Nothing in this agreement will constitute or create the relationship of partnership, employment, agency or joint venture between Complete Air Systems and the Client.
• c. If any provisions or part provisions of this agreement are invalid, unenforceable or illegal then it will be deemed deleted from this agreement and the remaining provisions and part provisions continue to
  apply with full force and effect.
• d. This agreement, read in conjunction with an application for commercial credit between the Client and Complete Air Systems if applicable, constitutes the entire agreement between the Client and Complete
  Air Systems.
• e. This agreement may only be varied in writing signed by both Parties.
• f. This agreement is governed by the law in force in Western Australia. Each party irrevocably submits to the jurisdiction of the courts of Western Australia with respect to any legal action or proceedings which
  may be brought at any time relating in any way to this agreement.
• g. Any omission by Complete Air Systems to enforce any of the provisions of this agreement will not operate as a waiver by Complete Air Systems and will not prejudice the rights of Complete Air Systems to
  enforce any of the provisions.
• h. The covenants, agreements and obligations contained in this agreement will not merge or terminate upon the termination of this agreement and to the extent that they have not been fulfilled or satisfied
  or are continuing obligations they will remain in force and effect.