Australian Electrical Services Pty Ltd
EC 002807
ABN 83 056 613 015

Trading As:
Australian Electrical Services
Australian Technology Services
Dry Ice WA
“AES”

Terms and Conditions

Authorised Officer means a Director or Secretary of Australian Electrical Services Pty Ltd Trading as
Australian Electrical Services, Australian Technology Services and Dry Ice WA or one of its
Commercial Managers.

AES means Australian Electrical Services Pty Ltd Trading as Australian Electrical Services,
Australian Technology Services & Dry Ice WA

Conditions means these Terms and Conditions of Sale.

Goods means the goods sold by AES to you.

Guarantor means the person named in the Guarantee and Indemnity (if applicable).

Terms and Conditions means these Terms and Conditions of Sale.

You, Your, means the Customer buying Goods from AES.

1. GENERAL

AES supplies Goods and Services subject to these Terms and Conditions to the exclusion of all other
conditions not agreed by AES in writing.

2. ENTIRE AGREEMENT

These Terms and Conditions comprise the entire agreement between You and AES and all
statements and representations by any AES employee or officer are excluded.

3. VARIATION

AES is not bound by any variation of these Terms and Conditions unless confirmed in writing by an
Authorised Officer.

4. CHANGES

AES may change these Terms and Conditions from time to time. The Terms and Conditions are
available for perusal on the AES and Dry Ice WA website (www.aus-tec.com.au and
www.dryicewa.com.au

5. SEVERABILITY

If any provision of these Terms and Conditions should be held to be invalid in any way or
unenforceable, the provision shall be severed and the remaining provisions shall not be affected or
impaired and these Terms and Conditions shall be construed so as to give effect to AES intent.

6. QUOTATIONS

6.1 Any quotation by AES for the supply of goods will be made subject to these Terms and Conditions.

6.2 A quotation is not an offer or obligation to sell goods.

6.3 AES may accept or reject Your order in response to a quotation at its sole discretion.

6.4 Quotations are current for a period of thirty days from the date given unless withdrawn or changed
by AES in that period.

6.5 An order in response to a quotation in which You include alterations in design or specification of
goods will constitute a request for a further quotation.

6.6 If AES becomes aware of any increase in the cost to AES of acquiring or supplying goods, AES
may amend a prior quotation.

6.7 Prices in a quotation are current at the date of quotation and are made in Australian currency unless
otherwise specified.

7. AVAILABILITY OF GOODS

AES may refuse your order if goods You want are not in stock or are otherwise unavailable or if AES
is unable to supply the quantity You want because goods in stock have been appropriated to the
orders of other customers.

8. YOUR SPECIFICATIONS

If your order refers to specifications or drawings AES will not supply Goods to comply with them
unless You have supplied them to AES before placing the order and AES has agreed in writing to
supply goods which comply with them.

9. PRICES

9.1 Prices do not include freight charges, government taxes or imposts which You agree to pay in
addition to the price.

9.2 AES may change prices without notice.

9.3 AES will supply Goods in response to Your order at the price current at the date of despatch.

10. MINIMUM ORDER CHARGE

AES reserves the right to charge a minimum order charge in addition to the cost of Goods and Services.

11. PAYMENT

11.1 If AES has not agreed to supply Goods to You on credit You must pay the invoice amount before
AES will order or deliver Goods to You.

11.2 If AES has agreed to supply Goods to You on credit You must pay the amount of each invoice
within 30 days of the date of the invoice end of month.

11.3 You may pay by electronic funds transfer or credit card Payment will not be regarded as made
until AES is informed by its bank that it holds cleared funds. Payment by credit card will incur a fee plus
goods services tax equivalent to the bank fee charged for processing the transaction.

11.4 You must pay an invoice amount without any set-off, deduction or condition unless agreed by
AES in writing.

11.5 If AES has agreed that You may make payment contingent upon an agreed event You must make
payment within 30 days of the occurrence of completion of the event.

12. INTEREST ON UNPAID AMOUNTS

12.1 You agree to pay interest on any amount payable by You and not paid within the time specified
in paragraph 11 at the rate of interest charged from time to time to AES by its bankers on overdraft
accommodation of amounts less than $100,000.

12.2 When interest is payable by You AES will apply any amount received from You first, in payment
of the interest and secondly, in payment or part payment of the unpaid price of Goods.

12.3 Imposition of interest does not extend the time in which You are to pay any amount payable by
You.

13. CANCELLATION OF ORDERS
If You cancel an order and AES has incurred any cost and/or expense (including without limitation
procuring Goods from a supplier in or outside of Australia) in fulfilling the order before it receives notice
of cancellation You agree to indemnify AES for such cost and/or expense.

14. RISK AND INSURANCE
Risk in the Goods (including responsibility to take out insurance) passes to You at the place of delivery
of the Goods to You.

15. DELIVERY OF GOODS

15.1 AES will deliver the Goods to You when it passes the Goods to a carrier at AES warehouse or
storage facility.

15.2 AES will not be liable to You for any delay in delivery or non-delivery of Goods or any part of them
arising from events beyond its control.

16. TRANSPORT OF GOODS

Unless AES agrees at Your request to arrange the carriage of Goods You must arrange for the Goods
to be transported to a location of Your choice. Irrespective of whether You or AES arranges for carriage
of Goods You agree that the carrier is Your agent and You must pay for the cost of carriage. AES is
not liable for any loss or damage to Goods while in possession or control of a carrier.

17. INSPECTION OF GOODS

17.1 Upon receipt of Goods You must endorse on the carrier’s invoice or cart note any short delivery
or visible damage to packaging or Goods.

17.2 You must give notification to AES in writing within seven days from the date of receipt of Goods,
notice of alleged short delivery or alleged defect in the goods or any alleged non-conformity of Goods
with Your order.

17.3 You waive any claim for short delivery or non-compliance with any order if You have not notified
AES within seven days from the receipt of the Goods.

18. DEFECTIVE GOODS

18.1 Workmanship by AES will be warranted for a period of three months from practical completion of
commissioning procedures and subject to AES carrying out installation and commissioning.
Components and equipment used shall be subject to manufactures warranty only as per 18.6. PLC,
Screen and Radio Remote Control programming is exempt and have no definable warranty applied
due to its volatile and variable nature. The guarantee does not apply where defect arises from materials
supplied by You or from a design requested by You, replacements or repairs resulting from normal
wear of units and machinery, corrosive atmosphere, damage or injury caused by lack of care,
insufficient inspection or maintenance, improper use or defects arising from an event outside AES’s
control including but not limited to fire, flood, earthquake or other natural calamity, motor vehicle or
other accident, strike, civil unrest, terrorism or war.

18.2 The guarantee is limited to repairing or replacing the parts or units recognised as defective within
the shortest reasonable time at AES’s expense inclusive of parts and labour but exclusive of transport
and freight costs. Defective equipment to be returned to AES complete with all components and fittings.
Where back to base is not possible, warranty labour is limited to the Perth Metropolitan area, outside
of which all labour and associated travel expenses and transport shall be at YOUR cost.

18.3 AES’s liability and that of its resellers is wholly limited to the original cost of the product sold.

18.4 Any unauthorised repairs or alterations to the Goods will make this warranty void.

18.5 If You wish to take advantage of this guarantee, You must contact AES office and provide written
details of Your order and a detailed description of the fault including how and when the event occurred
within the period specified in 18.1 above.

18.6 When AES has not manufactured Goods, AES undertakes that it will, if requested in writing by
You, make all reasonable endeavours to assist You to obtain from the manufacturer the benefit of any
guarantee or warranty which the manufacturer may have expressly given as to the quality of fitness for
any purpose of the Goods except as may otherwise be provided for by law.

18.7 AES’s sole liability in respect of any faulty Goods not manufactured by AES shall be limited to
fulfilment of this undertaking.

18.8 AES shall not be liable for any injury, damages, expense or loss of profit direct or consequential
arising out of the use of installation of products supplied by AES all of which are supplied at Your sole
risk

19. RETURN OF GOODS

19.1 You may not return Goods to AES for credit unless AES has consented in writing and any return
will be accepted under the following conditions:

19.1.1 You may only return the goods when accompanied by a Goods return authorisation provided
by AES.

19.1.2 You must prepay freight and packing costs and enclose a packing list with the Goods. Terms
and Conditions of Sale

19.1.3 You must return the Goods in an undamaged condition to be certified by AES.

19.1.4 AES will allow credit only on an original invoice price less a restocking fee.

19.1.5 AES will not allow credit for non-standard specifically procured Goods custom made or indent
goods.

19.1.6 Goods returned as faulty may be subject to testing to determine liability for fault. Goods found
not to be at fault will not be accepted for credit.

20. RIGHTS OF AES

20.1 If: 20.1.1 Distress, execution or other legal processes are levied upon any of Your assets;

20.1.2 You enter into any arrangement or composition with Your creditors, commit any act of
bankruptcy or being a company, a controller (as defined in the Corporations Act) is appointed to the
whole or any part of Your assets, You enter into liquidation or voluntary administration or a winding up
petition is presented against You or You call a meeting of creditors; or

20.1.3 You do not pay for Goods on the due date; or

20.1.4 You breach any material provision of the contract constituted by acceptance by You of these
Terms and Conditions or as varied by AES;

20.1.5 then without prejudice to its rights under any other Clause or at law, AES may (but it is not bound
to do so) do any of the following: terminate the contract, suspend delivery of all or any outstanding
orders to You, require immediate payment on delivery for all Goods delivered or to be delivered after
the relevant event or require immediate payment for any Goods delivered and not paid for by You prior
to the event.

21. RETENTION OF TITLE

21.1 Notwithstanding the Goods are at Your risk in whole or in part, AES retains the property and a
legal title to the Goods until You have paid to AES amounts due in respect for Goods supplied by AES
to You.

21.2 Until You have fully paid for the Goods:

21.2.1 Buyer agrees that all Goods shall remain the property of Supplier and the property in, title to, all
Goods shall not pass to the Buyer until such time as the Supplier has: i. been paid in full for all Goods;
and ii. received payment of all other sums that are owing by the Buyer to the Supplier; and iii. all
moneys owing and referred to above i and ii have been collected and cleared by the Supplier.

21.2.2 The Supplier may in its discretion, allocate any payment received from the Buyer towards any
invoice that the Supplier determines and may do so at the time of receipt or at any time afterwards. On
any default by the Buyer, Suppler may re-allocate any payments previously received and allocated. In
the absence of any payment allocation by Supplier, payment will be deemed to be allocated in such
manner as preserves the maximum value of Supplier’s Purchase Money Security Interest (as defined
in the PPSA) in the Goods.

21.2.3 The Supplier and the Buyer acknowledge these Terms constitute a Security Agreement under
the PPSA.

22. PERSONAL PROPERTY SECURITIES ACT (PPSA)

22.1 Defined terms in this Clause have the same meaning as those given to them in the PPSA.

22.2 You and AES acknowledge that these Terms and Conditions constitute a Security Agreement for
the purposes of Section 20 of the PPSA and gives rise to a purchase money security interest in favour
of APS Industrial over the Goods supplied to You as Grantor pursuant to the Terms and Conditions.
The Goods to be supplied under these Terms and Conditions fall within the PPSA classification of
“Other Goods” acquired by You pursuant to these Terms and Conditions.

22.3 You agree to execute such documents and do such further acts and things as may be required
by AES to perfect the security interest granted by You to AES under these Terms and Conditions and
the PPSA by registration and ensure that all of Your obligations are discharged and fully satisfied. AES
security interest under the Terms and Conditions remains perfected and has priority over all other
security interests in the collateral (except for the security interests that AES has expressly agreed to
subordinate).

22.4 You undertake that You will not without AESs’ prior written consent (which it may grant in its sole
discretion) change or permit the change of any of its details that are required to be included in the
financing statement.

22.5 You may not grant any security interest in all or any of the Goods except with the prior written
consent of AES (which may be withheld in its sole discretion). You agree that AES may apply to register
its security interest in the Goods at any time before or after delivery of the Goods. You irrevocably
waive Your rights under Section 157 of the PPSA to receive a notice of any verification statement in
respect of the Company’s security interest under these Terms and Conditions.

22.6 Pursuant to Section 115(1) of the PPSA the party’s contract out of each provision of the PPSA
referred to in the Section.

22.7 Each party waives its rights to receive each notice which under Section 157(3) of the PPSA it is
permitted to waive and each party waives its right to receive anything from any other party under
Section 275 of the PPSA.

22.8 You acknowledge that You have received value, as at the date of the first delivery of the Goods
and You have not agreed to postpone the time for attachment of the security interest granted to the
Company under these Terms and Conditions.

23. SET OFF

At any time AES may offset any amount or AES may owe You against any amount which You owe to
AES on any account whatsoever.

24. TESTING

AES may at its own expense carry out tests on Goods in accordance with its standards and testing
procedures. Any additional tests, procedures and associated documentation required by You are at
Your expense.

25. FITNESS FOR PURPOSE

You agree that You do not rely on the skill and judgment of AES or any of its’ employees in relation to
the suitability of any of the Goods for a particular purpose or application for which You require the
Goods and AES is under no liability of any kind whatsoever if the Goods are not suitable and unfit for
purpose. You must ensure the Goods supplied are fit for the purpose for which they are to be used.
You cannot rely on any assurance from AES or its employees on any Goods delivered unless those
assurances are in writing and hand-signed by a duly Authorised Officer. A list of Authorised Officers is
available on request.

26. COMPLIANCE WITH LAWS AND INSTRUCTIONS
You are solely responsible for obtaining all necessary permits and licences to comply with all applicable
legislation, regulations, by-laws or rules in connection with installation and operation of the Goods. You
must comply with all instructions provided by AES, its supply line partners or suppliers in relation to the
fitting installation and use of the Goods. Failure to comply with this Clause will make void the warranty
contained in these Terms and Conditions.

27. LEGISLATION

If as a result of any legislation becoming applicable to these Terms and Conditions or any changes in
legislation or interpretation by a Court or by any authority charged with its administration, AES becomes
liable to pay any tax duty, excise levy or impost in respect of any amount received from You, then You
must pay AES these additional amounts upon demand.

28. TRUST

If You are the trustee of a trust that You enter into this Agreement in both Your capacity as trustee and
in Your personal capacity and that You have the power to execute this Agreement under the Deed
constituting the trust then You will not retire as trustee or appoint a new or additional trustee without
advising AES in writing (in which case AES may require new guarantors to sign a guarantee.)

29. INFORMATION DRAWINGS AND DOCUMENTATION

29.1 All descriptive specifications, illustrations, drawings, data, dimensions and weights provided by
AES or otherwise contained in AES publications including price lists, brochures, catalogues, electronic
media and other advertising material are approximate only and are intended to be by way of general
description of Goods and shall not form part of the Agreement between AES and You unless otherwise
specified by AES

29.2 If following the acceptance of an order You request AES to provide specifications and drawings
AES may at its discretion produce such specifications and drawings at Your reasonable expense.

29.3 Any drawings, studies or other documents submitted by AES to You remain the property of AES
and constitute confidential information, intellectual property and copyright of AES. You must not use
them for any purpose other than in accordance with these Terms and Conditions and must not transmit,
disclose or make them available to any third parties without AES prior written consent.

30. FORCE MAJEURE

AES will not be liable for any loss, damage or delay arising out of its failure (or that of its suppliers and
sub
– contractors) to perform obligations under the Terms and Conditions due to causes beyond its
reasonable control including without limitation Acts of God, acts or omissions of You or Your agents,
acts of civil or military authority, fires, strikes, floods, epidemics, crime scene restrictions, war, riots,
acts of terrorism, delays in transportation or transportation embargo. In the event of such delay AES’s
performance dates will be extended for such length of time as may be reasonably necessary to enable
AES to perform its obligations. If the event continues for a period of three months or more AES may
(without affecting the accrued rights and obligations of the parties as at the date of termination)
terminate this Agreement immediately by giving written notice to You.

31. AUSTRALIAN CONSUMER LAW

31.1 If You are a consumer (as defined in the Australian Consumer Law) or in any other law of the
Commonwealth or any other State or Territory of Australia, Your rights shall be governed by the
provisions of the Consumer and Competition Act and the Australian Consumer Law and law of a State
or Territory to the extent that such liability may not be excluded by express agreement.

31.2 If liability may not be excluded by express agreement and where the Goods to be provided by
AES are not of a kind or merely acquired for personal domestic or household use or consumption, the
liability of AES for a breach of a conditional warranty implied by the Competition and Consumer Act
shall be limited to the repair of the Goods or at AES option the replacement of the Goods or the supply
of equivalent Goods.

32. INTELLECTUAL PROPERTY

Goods offered for sale or supplied by AES may be the subject of patents, registered designs,
trademarks, copyright or other proprietary and legal protection and You will immediately notify AES of
any suspected infringement of such rights. To the best of AES knowledge Goods sold do not infringe
any patent, trademark, registered design or copyright of any third party.

33. CREDIT WORTHINESS & CREDIT LIMITS

All business with You is done on the basis you have established a credit limit with AES appropriate to
the size of the business You wish to conduct. Failure to establish an appropriate credit limit may cause
delays to order processing. You are strongly advised to establish and or check your credit limit prior to
ordering to avoid delays. AES can at its own discretion ship goods to You over and above Your credit
limit. In the event Your credit account is over Your established credit limit You will make payment to
return the account to be within the credit limit. AES can at its own discretion place the credit account
on hold until the account is brought back within the credit limit. Accounts not paid according to trading
terms in clause 11 may be placed on stop by AES at its discretion regardless if over or within credit
limit.

34. JURISDICTION
This agreement is governed by the laws of West Australia

 

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