Terms and Conditions of Sale

Applicability and Acceptance of these Terms and Conditions

1. These General Terms and Conditions of Sale (‘Terms’) are the only terms which govern the sale of products (‘Products’) or services (‘Services’) by Compressed Air Alliance Pty Ltd, ABN: 72 633 254 476 (‘Compressed Air Alliance’, ‘we’, ‘us’, ‘our’) to a buyer (‘Buyer’, ‘you’, ‘your’). No other action by Compressed Air Alliance (including fulfilment of your order) shall be construed as acceptance of any other terms or conditions.
2. These Terms, together with a valid quotation, contain the entire Agreement associated with this transaction.
3. Acceptance of Terms and Conditions. You accept these Terms when (i) you submit an order; or (ii) you accept delivery of, or any part of, the Product; or (iii) you make payment or part payment for Products or Services supplied by Compressed Air Alliance.

Product Selection

1. Product selection is the Buyer’s sole responsibility, regardless of any recommendations or suggestions made by Compressed Air Alliance or our distributors. You shall make selections based upon your own analysis and testing with regard to function, material compatibility and product ratings. Proper installation, operation and maintenance are required to assure safe, trouble free performance of Compressed Air Alliance products.

Quotations, Tenders and Orders

1. Unless specifically stated otherwise, quotations and tenders are valid for thirty (30) days from the date of quotation or tender.
2. You may accept a quotation or tender by issuing a purchase order or other written document. Verbal orders are not accepted.
3. Changes. If you would like to change an accepted Order, you must notify Compressed Air Alliance in writing of any proposed changes within seven (7) days of placing the order. Compressed Air Alliance may accept the change order at our sole discretion. If Compressed Air Alliance accepts the change order, then we will promptly notify you of the impact the requested change will have on (i) the Orders price; (ii) the time for delivery; and (iii) any other terms or conditions of this Agreement.
4. Cancellations by Buyer. You may not cancel an accepted Order without Compressed Air Alliance’s prior written approval which may be granted at our sole discretion. Any cancellations of an Order will be subject to appropriate changes in discounts, freight costs and other charges to Buyer.
5. Cancellations by Compressed Air Alliance. Compressed Air Alliance may cancel an Order or delivery of an Order without liability to you (save as required by relevant laws) if (i) Compressed Air Alliance reasonably forms the opinion that you are insolvent or at material risk of insolvency; or (ii) Compressed Air Alliance reasonably forms the opinion that supplying Products and/or Services to you may have a negative impact upon Compressed Air Alliance’s business or commercial reputation or image; or (iii) Products and/or Services become unavailable to Compressed Air Alliance; or (iv) you are in breach of any term of this Agreement; or (v) you have failed to take delivery of Products or Services within fourteen (14) days of Compressed Air Alliance notifying you that Products or Services are ready for delivery, dispatch or supply.

Price

1. Unless specifically stated otherwise, all prices shall be in Australian Dollars (AUD) and exclude shipping, taxes, duties, fees, removal, installation and disposal costs, service call costs and charges of any kind imposed by any governmental authority.
2. You shall be responsible for payment of any applicable taxes or duties that may be levied by relevant government authorities, and if payable or paid by Compressed Air Alliance, these costs are added to the Price.
3. All Prices and applicable discounts are subject to change without notice.

Payment

1. Compressed Air Alliance will issue an invoice before shipment of Products or supply of Services unless otherwise agreed.
2. Payment in Advance. All Payments shall be made in advance of dispatch of Products or supply of Services except where you have a Credit Facility, in which case Payment must be made within thirty (30) days from the date of invoice. However, Compressed Air Alliance may require you to pay in full prior to delivery at any time.
3. Payment by Bank Transfer or Credit Card. All Payments are to be made to Compressed Air Alliance by direct credit to the bank account nominated by us or by credit card. Payment by cheque is not accepted.
4. Bank and Credit Card fees. You shall be responsible for any bank or credit card charges incurred for transferring funds and/or processing payments, including bank fees, currency conversion fees, credit card fees, late payment fees or any other bank or credit card fee. (Please note that it is common for your bank as well as intermediate banks to charge a fee). Bank fees are excluded from the Price. Compressed Air Alliance may bill you in addition to the invoice if Compressed Air Alliance is required to pay bank or credit card fees incurred at your end.
5. Compressed Air Alliance may agree to Payments in installments upon such terms as we see fit.
6. A Payment is considered paid on the day the money is at Compressed Air Alliance’s disposal.
7. You shall not withhold or delay payment of any amounts due and payable by reason of set-off of any claim, counterclaim, abatement, delay of customer payment, or dispute with Compressed Air Alliance, whether relating to Sell breach, bankruptcy or otherwise.
8. Late Payment. If you do not pay in full by the Due Date, Compressed Air Alliance may charge interest equal to nineteen and a half percent (19.5%) per year or the maximum annual rate allowed under applicable law. Payment of the default interest shall be payable on demand and calculated daily from the date Payment was due to the actual date that the Payment is made in full. Payments received by Compressed Air Alliance shall be credited first against any interest accrued.
9. In the event that you are late on payment or Compressed Air Alliance has reasonable cause to believe that you are unable or unwilling to pay, Compressed Air Alliance may (i) stop all Work under this Agreement until we receive either payment or satisfactory assurances of payment; (ii) demand prepayment for purchase orders; (iii) delay shipments or (iv) take further action against you.

Delivery

1. Any quoted time for delivery or completion by Compressed Air Alliance shall be deemed to be an estimate only and no claim shall lie against Compressed Air Alliance for failure to deliver within such time.
2. Unless agreed otherwise Compressed Air Alliance shall deliver Products and Services to your nominated address.
3. In no event shall Compressed Air Alliance insure shipment beyond the delivery point.
4. Compressed Air Alliance reserves the right to make deliveries in installments.

Nonconforming Products

1. You shall inspect Products within ten (10) days of receipt to the delivery location (‘Inspection Period’).
2. If Products do not materially comply with the Purchase Order’s requirements, you may reject the nonconforming Products at any time during the Inspection Period. Failure to reject nonconforming Products within the Inspection Period in accordance with the information below will be deemed accepted.
3. In the event you find any nonconforming Products, you shall send written notice to Compressed Air Alliance no later than the last day of the Inspection Period. Compressed Air Alliance shall, in our sole discretion: (i) replace the nonconforming Products with conforming Products without additional expense to you, or (ii) credit or refund the Price for the nonconforming Products together with any reasonable shipping expenses incurred by you in connection therewith. You shall ship, at your expense and risk of loss, the nonconforming Products to Compressed Air Alliance’s nominated address. Compressed Air Alliance shall credit your expenses for shipment once we confirm the non-conformance. To the maximum extent permitted by law, you acknowledge and agree that the remedies set forth herein are your exclusive remedies for the delivery of Nonconforming Products.
4. Compressed Air Alliance reserves the right to charge twenty percent (20%) of the original invoice value as a restocking fee on Products accepted for refund or credit.

Returns

1. No refund, exchange or credit if (i) you change your mind, or (ii) you order the wrong Product or (iii) you damage, destroy, modify, dispose of or lose the Product or (iv) you use or install or attempted to use or install the Product or (v) the Product has been damaged after delivery.
2. Compressed Air Alliance will only refund, repair or replace faulty items.
3. No Products will be authorised for acceptance of return and therefore for credit unless: (i) you make the request to Compressed Air Alliance in writing within ten (10) days of receipt of the Products; (ii) Compressed Air Alliance has given approval for the return of Products; (iii) Products are in ‘as new’ condition in original packaging and have not been damaged, opened, installed or attempted to be installed; (iv) all related dispatch, shipping, and customs duties have been paid by you and (v) documentation accompanying the Products show the original invoice number and date and proof of payment. Compressed Air Alliance reserves the right to charge you a restocking fee of up to twenty percent (20%) of the original invoice price.

Warranty

1. Warranty Period. In addition to any warranties or guarantees implied by law that cannot be excluded, Compressed Air Alliance provides a warranty of twelve (12) months from the shipment date (as applicable, the ‘Warranty Period’).
2. Warranty Exclusions. Compressed Air Alliance does not warrant Products: (i) against chemical or stress corrosion; or (ii) against any failure other than from defects in materials or workmanship; or (iii) from any defective third party products contained in, incorporated into, attached to or packaged together with the Products; or (iv) any defect when the Product is altered, modified, or repaired without our prior written approval; or (v) any defect caused by you failing to follow our oral or written instructions as to storage, installation, commissioning, use or maintenance of Products. Further, Compressed Air Alliance shall not be liable for a breach of warranty if you make any further use of such Products after giving notice of a warranty claim.
3. Warranty Claim. Compressed Air Alliance shall not be liable for a breach of warranty set forth herein unless: (i) you give written notice to Compressed Air Alliance of the defect during the Warranty Period and, in any event, within fourteen (14) days of the time when you discovered or should have reasonably discovered the defect; (ii) Compressed Air Alliance is given a reasonable opportunity after receiving the notice to examine such Products, and you (if requested to do so by Compressed Air Alliance) return such Products to us or such other place we shall designate for the examination to take place; and (iii) Compressed Air Alliance reasonably verifies your claim that the Products are defective.
4. You shall return the defective Products to Compressed Air Alliance or such other place that we shall designate no later than thirty (30) days from your initial written notice of defect to Compressed Air Alliance.
5. Upon Compressed Air Alliance’s confirmation of Products in breach of the warranty we shall, in our sole discretion, either: (i) repair or replace such Products (or the defective part) or (ii) credit or refund the price of such Products at the pro-rata contract rate provided that, if Compressed Air Alliance so requests, you shall return such Products to us.
6. If Compressed Air Alliance determines your claim is not covered by this Warranty, you shall bear all costs associated with Compressed Air Alliance’s service and you shall indemnify Compressed Air Alliance for any verified cost, loss, claims, and expenses we incur as a result of, arising out of, or incurred in connection with the Service Call. To the maximum extent permitted by law, the express warranty set forth in these Terms is exclusive and in lieu of any and all other warranties, express or implied.

Title and Risk of Loss

1. The title of Products shall not pass to you until you have paid the full purchase price to Compressed Air Alliance including any interest and costs.
2. Where Compressed Air Alliance has not been paid the purchase price of the Products in full and we have delivered the Products to you, you agree that the relationship between Compressed Air Alliance and you shall be fiduciary and that you shall hold the Products as bailee for Compressed Air Alliance and, if required, shall store the Products in a manner that clearly shows the ownership of Compressed Air Alliance.
3. You may dispose of the Products to a bona fide sub purchaser provided that such disposals are in the ordinary course of your business and that you assign to Compressed Air Alliance (the assignment being absolute and not by way of security) all monetary proceeds received by on or behalf of you in respect to the Products
4. Security Interest. You acknowledge this Contract constitutes a security agreement for the purposes of the Australian Personal Properties Security Act 2009 (PPSA) and must whenever requested by Compressed Air Alliance sign all documents and do all acts and things requested by Compressed Air Alliance to register Compressed Air Alliance’s interest on the Personal Property Securities Register and such other register as Compressed Air Alliance requires under the PPSA and shall not create of cause to be created a security interest over or in respect of its rights in the Products, other than the security interest arising under this Contract. You agree to irrevocably waive any rights you may have to receive a verification statement as defined in the PPSA.

Drawings, Documents and Information

1. Any descriptive information, shipping specifications, illustrations, drawings, data, dimensions and weights, either submitted by Compressed Air Alliance with a quotation or tender or otherwise provided by Compressed Air Alliance to you are illustrative and approximate only and do not form part of any Agreement entered into between us and you unless expressly agreed in writing by Compressed Air Alliance.

Confidentiality

1. Any drawings, calculations or other documents submitted and any information supplied by Compressed Air Alliance to you remains the property of Compressed Air Alliance and constitutes confidential information of Compressed Air Alliance (to the extent that it is not in the public domain) and you shall keep all such information confidential and shall not use such drawings, calculations, documents and information for any purpose other than that stipulated by Compressed Air Alliance.

Intellectual Property Rights

1. All copyrights, patents, trademarks, trade secrets, know-how and other intellectual property or proprietary rights pursuant to the laws of any jurisdiction worldwide (‘IP Rights’) associated with or relating to the Products and/or Services shall belong solely and exclusively to Compressed Air Alliance.
2. Compressed Air Alliance will retain all IP Rights used to create, embodied in, used in and otherwise relating to the Products and/or Services and any of their component parts, and you shall not acquire any ownership interest in any of Compressed Air Alliance’s IP Rights.
3. You shall use Compressed Air Alliance’s IP Rights only in accordance with these Terms and any instructions by us. No license, either express or implied, is granted in any IP Rights of Compressed Air Alliance.

Force Majeure

1. Should Compressed Air Alliance be delayed, hindered or otherwise prevented from complying with the terms of this Agreement by reason of events or circumstances beyond the reasonable control of Compressed Air Alliance including but not limited to Acts of God, wars, riots, strikes, lockouts, trade disputes, labour disturbances, breakdown of plant or machinery, accident, storm, fire, flood, pandemics, difficulties in obtaining materials, transport or labour or any other circumstances affecting the supply of Products or Services, then Compressed Air Alliance shall not be liable to you for any loss or damage which may be suffered by you whether as a direct or indirect result of any such occurrence.

Compliance with Laws

1. You and Compressed Air Alliance agree to abide by all federal, state, and local laws, ordinances and regulations, licenses, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Agreement.

Governing Law

1. This Agreement is governed by the laws of the state of New South Wales (‘NSW’), Australia and both parties submit to the exclusive jurisdiction of the courts of that state.

Disputes

1. Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or invalidity of this Agreement shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules currently in force. The appointing authority shall be the Australian Centre for International Commercial Arbitration. The number of arbitrators shall be one. The place of arbitration shall be NSW. The language to be used in the arbitral proceedings shall be English.

Survival

1. The provisions of these Terms and Conditions, which by nature are intended to survive termination, cancellation, completion or expiration of the Agreement (No Set-Off; No Damages for Delay; Warranty; Limitation of Liability; Intellectual Property Rights; Governing Law; Disputes; Severability) shall continue as valid and enforceable obligations of the parties, notwithstanding any such termination, cancellation, completion or expiration.