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Terms & Conditions of Use Agreement

PLEASE READ THE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE.

Pacific Water Technology Pty Ltd maintain this web site as a service to our customers, and by using our site you are agreeing to comply with and be bound by the following terms of use. Please review the following terms and conditions carefully, and check them periodically for changes. If you do not agree to the terms and conditions, you should not review information or obtain goods, services or products from this site.

1. Acceptance of Agreement. You agree to the terms and conditions outlined in this Terms and Conditions of use Agreement (“Agreement”) with respect to our site (the “Site”). This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, products or services provided by or through the Site, and the subject matter of this Agreement. This Agreement may be amended by us at any time and from time to time without specific notice to you. The latest Agreement will be posted on the Site, and you should review this Agreement prior to using the Site.

2. Copyright. The content, organisation, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks, registered trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Site, except as allowed by Section 4, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.

3. Fraud: By becoming a member, you confirm that the information provided in this form is true and that you agree to abide by the Terms and Conditions of use of this site. Please note that your membership can be cancelled without notice if it is determined that false or misleading information has been provided, the Terms and Conditions of use have been violated, or other abuses have occurred as determined by Pacific Water Technology Pty Ltd in its sole discretion.

4. Limited Right to Use. The viewing, printing or downloading of any content, graphic, form or document from the Site grants you only a limited, non-exclusive license for use solely by you for your own personal use and not for republication, distribution, assignment, sub-license, sale, preparation of derivative works or other use. No part of any content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use (but not for resale or redistribution).

5. Editing, Deleting and Modification. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Site, including this Agreement, without further notice to users of the Site.

6. Indemnification. You agree to indemnify, defend and hold us and our partners, attorneys, staff and affiliates (collectively, “Affiliated Parties”) harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, related to your violation of this Agreement or use of the Site.

7. Non-transferable. Your right to use the Site is not transferable. Any password or right given to you to obtain information or documents is not transferable and may only be used by you.

8. Disclaimer. The information from or through the site are provided “as-is,” “as available,” and all warranties, express or implied, are disclaimed (including but not limited to the disclaimer of any implied warranties of merchantability and fitness for a particular purpose). The information and services may contain bugs, errors, problems or other limitations. We and our affiliated parties have no liability whatsoever for your use of any information or service. In particular, but not as a limitation, we and our affiliated parties are not liable for any indirect, special, incidental or consequential damages (including damages for loss of business, loss of profits, litigation, or the like), whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if advised of the possibility of such damages. The negation of damages set forth above are fundamental elements of the basis of the bargain between us. This site and the information would not be provided without such limitations. No advice or information, whether oral or written, obtained by you from us through the site shall create any warranty, representation or guarantee not expressly stated in this agreement.

9. Limits. All responsibility or liability for any damages caused by viruses contained within the electronic file containing the form or document is disclaimed. We will not be liable to you for any incidental, special or consequential damages of any kind that may result from use of or inability to use our site. Our maximum liability to you under all circumstances will be equal to the purchase price you pay for any goods, services or information.

10. Use of Information. We reserve the right, and you authorise us, to the use and assignment of all information regarding Site uses by you and all information provided by you in any manner consistent with our Privacy Policy.

11. Privacy Policy. Our Privacy Policy can be found here, as it may change from time to time, is a part of this Agreement.

12. Payments. You represent and warrant that if you are purchasing something from us or from our Merchants that (i) any credit card information you supply is true, correct and complete, (i) charges incurred by you will be honoured by your credit card company, and (iii) you will pay the charges incurred by you at the posted prices, including any shipping fees and applicable taxes.

13. Securities Laws. This Site may include statements concerning our operations, prospects, strategies, financial condition, future economic performance and demand for our products or services, as well as our intentions, plans and objectives, that are forward-looking statements. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond our control. When used on our Site, words like “anticipates,” “expects,” “believes,” “estimates,” “seeks,” “plans,” “intends” and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbours for forward-looking statements. The Site and the information contained herein does not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of our securities-related filings or documents.

14. Links to Other Web Sites. The Site may contain links to other Web sites. We are not responsible for the content, accuracy or opinions express in such Web sites, and such Web sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked Web site on our Site does not imply approval or endorsement of the linked Web site by us. If you decide to leave our Site and access these third-party sites, you do so at your own risk.

15. Submissions. All suggestions, ideas, notes, concepts and other information you may from time to time send to us (collectively, “Submissions”) shall be deemed and shall remain our sole property and shall not be subject to any obligation of confidence on our part. Without limiting the foregoing, we shall be deemed to own all known and hereafter existing rights of every kind and nature regarding the Submissions and shall be entitled to unrestricted use of the Submissions for any purpose, without compensation to the provider of the Submissions.

16. Return Policy. Due to the nature of our on-line site, and the products listed, we Pacific Water Technology Pty Ltd have a strict RETURN policy for any product. Please refer to the Shipping and Returns page for more information.

17. Venue; Applicable Law. You agree that all actions or proceedings arising directly or indirectly out of this agreement, or your use of the site or any samples or products obtained by you through such use, shall be litigated in the circuit court of “Australia, “Queensland.”. You are expressly submitting and consenting in advance to such jurisdiction in any action or proceeding in any of such courts, and are waiving any claim that brisbane, queensland or the district of queensland is an inconvenient forum or an improper forum based on lack of venue. This site is created and controlled by Pacific Water Technology Pty Ltd in the State of Queensland ,Australia. As such, the laws of Queensland will govern the terms and conditions contained in this Agreement and elsewhere throughout the Site, without giving effect to any principles of conflicts of laws.

Conditions of Sale

1. Definitions

1.1 “Pacific Water ” shall mean Pacific Water Technology, its successors and assigns or any person acting on behalf of and with the authority of Pacific Water Technology.

1.2 “Customer” shall mean the Customer (or any person acting on behalf of and with the authority of the Customer) as described on any quotation, work authorisation or other form as provided by Pacific Water to the Customer.

1.3 “Guarantor” means that person (or persons) who agrees to be liable for the debts of the Customer on a principal debtor basis.

1.4 “Goods” shall mean all Goods supplied by Pacific Water to the Customer (and where the context so permits shall include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work authorisation or any other forms as provided by Pacific Water to the Customer.

1.5 “Services” shall mean all Services supplied by Pacific Water to the Customer and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).

1.6 “Price” shall mean the Price payable for the Goods as agreed between Pacific Water and the Customer in accordance with clause 4 of this contract.

1.7  ” Trial Equipment” and “Loan Equipment”  applies to any plant or equipment provided  on a temporary basis for the purposes of trials and demonstrations, and applies to equipment either supplied on a rental basis,  installment basis or paid for based on a trial or demonstration  agreement- any such conditions being superseded by the “Conditions of Sales”

2. The Commonwealth Trade Practices Act 1974 {“TPA”) and Fair Trading Acts {“FTA”)

2.1 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the TPA or the FTA in each of the States and Territories of Australia (including any substitute to those Acts or re-enactment thereof), except to the extent permitted     by those Acts where applicable.

2.2 Where the Customer buys Goods as a consumer these terms and conditions shall be subject to any laws or legislation governing the rights of consumers and shall not affect the consumer’s statutory rights.

3. Acceptance

3.1 Any instructions received by Pacific Water from the Customer for the supply of Goods and/or the Customer’s acceptance of Goods supplied by Pacific Water shall constitute acceptance of the terms and conditions contained herein.

3.2 The Customer hereby indemnifies, releases and defends Pacific Water from and against any losses, liabilities, claims, suits and costs caused by, or arising out of the way in which the Goods are packaged, if the Goods and packages or containers in which they are contained, are made in compliance with the Customer’s design or specification.

3.3 Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable for all payments of the Price.

3.4 Upon acceptance of these terms and conditions by the Customer the terms and conditions are binding and can only be amended with the written consent of Pacific Water .

3.5 The Customer shall give Pacific Water not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer or any change in the Customer’s name and/or any other change in the Customer’s details (including but not limited to, changes     in the Customer’s address, facsimile number, or business practice). The Customer shall be liable for any loss incurred by Pacific Water as a result of the Customer’s failure to comply with this clause.

3.6 Goods are supplied by Pacific Water only on the terms and conditions of trade herein to the exclusion of anything to the contrary in the terms of the Customer’s order notwithstanding that any such order is placed on terms that purport to override these terms and conditions     of trade.

 

4. Price and Payment

4.1 At Pacific Water ‘s sole discretion the Price shall be either:

4.2 as indicated on invoices provided by Pacific Water to the Customer in respect of Goods supplied; or

4.3 Pacific Water ‘s current price at the date of delivery of the Goods according to Pacific Water ‘s current Price list; or

4.4 Pacific Water ‘s quoted Price (subject to clause 4.2) which shall be binding upon Pacific Water provided that the Customer shall accept Pacific Water ‘s quotation in writing within thirty (30) days.

4.5 Pacific Water reserves the right to change the Price in the event of a variation to Pacific Water ‘s quotation. Any variation from the plan of scheduled works or specifications (including, but not limited to, any variation due to fluctuations in the currency exchange rate, or due to unforeseen circumstances) will be charged for on the basis of Pacific Water ‘s quotation and will be shown as variations on the invoice. Payment for all variations must be made in full at their time of completion.

4.6 Pacific Water may submit detailed progress payment claims in accordance with Pacific Water ‘s specified payment schedule. Such payment claims may include the reasonable value of authorised variations and the value of any materials delivered to the site but not yet installed.

4.7 At Pacific Water ‘s sole discretion a deposit may be required.

4.8 At Pacific Water ‘s sole discretion payment for approved Customers shall be due thirty (30) days following the end of the month in which a statement is posted to the Customer’s address or address for notices.

4.9 Time for payment for the Goods shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due seven (7) days following the date of the invoice.

4.10 Payment will be made by cash, or by cheque, or by bank cheque, or by credit card (plus a surcharge of up to one and a half percent (1.5%) of the Price), or by direct credit, or by any other method as agreed to between the Customer and Pacific Water .

4.11 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.

 

5. Delivery of Goods

5.1 At Pacific Water ‘s sole discretion delivery of the Goods shall take place when:

5.2 The Customer takes possession of the Goods at Pacific Water ‘s address; or

5.3 The Customer takes possession of the Goods at the Customer’s nominated address (in the event that the Goods are delivered by Pacific Water or Pacific Water ‘s nominated carrier).

5.4 At Pacific Water ‘s sole discretion the costs of delivery are:

5.4.1 in addition to the Price; or

5.4.2 for the Customer’s account.

5.5 Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this agreement.

5.6 Pacific Water may deliver the Goods by separate installments. Each separate installment shall be invoiced and paid in accordance with the provisions in these terms and conditions.

5.7 The failure of Pacific Water to deliver shall not entitle either party to treat this contract as repudiated.

5.8 Pacific Water shall not be liable for any loss or damage whatsoever due to failure by Pacific Water to deliver the Goods (or any of them) promptly or at all, where due to circumstances beyond the control of Pacific Water .

 

6. Risk

6.1 If Pacific Water retains ownership of the Goods nonetheless, all risk for the Goods passes to the Customer on delivery.

6.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, Pacific Water is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Pacific Water is sufficient evidence of Pacific Water ‘s rights to receive the insurance proceeds without the need for any person dealing with Pacific Water to make further enquiries.

6.3 Where the Customer expressly requests Pacific Water to leave Goods outside Pacific Water ‘s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Customer’s sole risk and it shall be the Customer’s responsibility to ensure the Goods are insured adequately or at all.

6.4 Where any trial equipment or loan equipment provided by Pacific Water to the customer  for a specified or non -specified time frame, Pacific Water reserves the right at any time, to request the equipment to be returned to Pacific Water, at the expense of the customer.   The customer is responsible to ensure the equipment is returned in an undamaged state, and will be responsible for any repairs and associated costs  to render the equipment back into a serviceable state.

 

7. Access

7.1 The Customer shall ensure that Pacific Water has clear and free access to the work site at all times to enable them to undertake the works.

7.2 Pacific Water shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of Pacific Water .

 

8. Underground Locations

8.1 Prior to Pacific Water commencing any work the Customer must advise Pacific Water of the precise location of all underground services on the site and clearly mark the same. The underground mains & services the Customer must identify include, but are not limited to, electrical services, gas services, sewer services, pumping services, sewer connections, sewer sludge mains, water mains, irrigation pipes, telephone cables, fibre optic cables, oil pumping mains, and any other services that may be on site.

8.2 Whilst Pacific Water will take all care to avoid damage to any underground services the Customer agrees to indemnify Pacific Water in respect of all and any liability claims, loss, damage, costs and fines as a result of damage to services not precisely located and notified as   per clause 8.1.

 

9.Title

9.1 Pacific Water and the Customer agree that ownership of the Goods shall not pass until:

9.1.1 the Customer has paid Pacific Water all amounts owing for the particular Goods; and

9.1.2 the Customer has met all other obligations due by the Customer to Pacific Water in respect of all contracts between Pacific Water and the Customer.

9.2 Receipt by Pacific Water of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then Pacific Water ‘s ownership or rights in respect of the Goods shall continue.

It is further agreed that:

9.3 Where practicable the Goods shall be kept separate and identifiable until Pacific Water shall have received payment and all other obligations of the Customer are met; and

9.4 Until such time as ownership of the Goods shall pass from Pacific Water to the Customer Pacific Water may give notice in writing to the Customer to return the Goods or any of them to Pacific Water . Upon such notice the rights of the Customer to obtain ownership or any other interest in the Goods shall cease; and

9.5 Pacific Water shall have the right of stopping the Goods in transit whether or not delivery has been made; and

9.5.1 If the Customer fails to return the Goods to Pacific Water then Pacific Water or Pacific Water ‘s agent may (as the invitee of the Customer) enter upon and into land and premises owned, occupied or used by the Customer, or any premises where the Goods are situated and take possession of the Goods; and

9.5.2 The Customer is only a bailee of the Goods and until such time as Pacific Water has received payment in full for the Goods then the Customer shall hold any proceeds from the sale or disposal of the Goods, up to and including the amount the Customer owes to Pacific Water for the Goods, on trust for Pacific Water ; and

9.6 The Customer shall not deal with the money of Pacific Water in any way which may be adverse to Pacific Water ; and

9.7 The Customer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of Pacific Water ; and

9.8 Pacific Water can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Customer; and

9.9 Until such time that ownership in the Goods passes to the Customer, if the Goods are converted into other products, the parties agree that Pacific Water will be the owner of the end products.

1O.     Personal Property Securities Act 2009 {“PPSA”)

In this clause:

10.1 Financing statement has the meaning given to it by the PPSA;

10.2 Financing change statement has the meaning given to it by the PPSA;

10.3 Security agreement means the security agreement under the PPSA created between the Customer and Pacific Water by these terms and conditions; and

10.4 Security interest has the meaning given to it by the PPSA.

10.5 Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that these terms and conditions:

10.5.1 constitute a security agreement for the purposes of the PPSA; and

10.5.2 create a security interest in:

10.6 All Goods previously supplied by Pacific Water to the Customer (if any);

10.7 All Goods that will be supplied in the future by Pacific Water to the Customer.

10.8 The Customer undertakes to:

10.8.1 Promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Pacific Water may reasonably require to:

10.8.2 Register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;

10.8.3 Register any other document required to be registered by the PPSA; or

10.8.4 Correct a defect in a statement referred to in clause 10.3

11. Indemnify, and upon demand reimburse, Pacific Water for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby;

12. Not register a financing change statement in respect of a security interest without the prior written consent of Pacific Water ;

13. Not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in favour of a third party without the prior written consent of Pacific Water ; and

14. Immediately advise Pacific Water of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.

15. Pacific Water and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.

16. The Customer hereby waives its rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.

17. The Customer waives its rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.

18. Unless otherwise agreed to in writing by Pacific Water , the Customer waives its right to receive a verification statement in accordance with section 157 of the PPSA.

19. The Customer shall unconditionally ratify any actions taken by Pacific Water under clauses 10.3 to 10.5.

 

11. Security and Charge

11.1 Despite anything to the contrary contained herein or any other rights which Pacific Water may have howsoever:

Where the Customer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Customer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to Pacific Water or Pacific Water ‘s nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Customer and/or the Guarantor acknowledge and agree that Pacific Water (or Pacific Water ‘s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met.

11.2 All prices exclude G.S.T. and are subject to change without notice. All items are sold according to Pacific Water Technologies’ Standard Terms & Conditions of sale.

11.3 Should Pacific Water elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Customer and/or Guarantor shall indemnify Pacific Water from and against all Pacific Water ‘s costs and disbursements including legal costs on a solicitor and own client basis.

11.4 The Customer and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint Pacific Water ‘s nominee as the Customer’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 11.1.

12. Defects

12.1 The Customer shall inspect the Goods on delivery and shall within seven (7) days of delivery (time being of the essence) notify Pacific Water of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote.

12.2 The Customer shall afford Pacific Water an opportunity to inspect the Goods within a reasonable time following delivery if the Customer believes the Goods are defective in any way.

12.3 If the Customer shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which Pacific Water has agreed in writing that the Customer is entitled to reject, Pacific Water ‘s liability is limited to either (at Pacific Water ‘s discretion) replacing the Goods or repairing the Goods except where the Customer has acquired Goods as a consumer within the meaning of the Trade Practices Act 1974 (CWlth) or the Fair Trading Acts of the relevant state or territories of Australia, and is therefore also entitled to, at the consumer’s discretion either a refund of the purchase price of the Goods, or repair of the Goods, or replacement of the Goods.

 

13. Returns

Returns will only be accepted provided that:

13.1 The Customer has complied with the provisions of clause 12.1; and

13.2 Pacific Water has agreed in writing to accept the return of the Goods; and

13.3 The Goods are returned at the Customer’s cost within fourteen (14) days of the delivery date; and

13.4 Pacific Water will not be liable for Goods which have not been stored or used in a proper manner; and the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.

13.5 Pacific Water may (at their sole discretion) accept the return of Goods for credit but this may incur a handling fee of up to thirty percent (30%) of the value of the returned Goods plus any freight costs.

13.6  Should Pacific Water  in writing agree to accept returned goods ,  a  credit note may be issued at the sole discretion  of  Pacific Water .    The  credit note   is only valid for 12 months from the date that the Goods were returned.

 

14. Warranty

14.1 Subject to the conditions of warranty set out in clause 14.3 Pacific Water warrants that if any defect in any workmanship of Pacific Water becomes apparent and is reported to Pacific Water within twelve (12) months of the date of delivery (time being of the essence) then Pacific Water will either (at Pacific Water ‘s sole discretion) replace or remedy the workmanship.

14.2 Subject to the conditions of warranty set out in clause 14.3 Pacific Water warrants that if any defect in any part(s) supplied by Pacific Water becomes apparent and is reported to Pacific Water within two (2) years of the date of delivery (time being of the essence) then Pacific Water will replace the defective part(s). This warranty does not include any labour costs for the replacement of the defective part all such costs shall be the Customer’s liability.

14.3 The conditions applicable to the warranty given by clause 14.1 and 14.2 are:

the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:

failure on the part of the Customer to properly maintain any Goods; or

failure on the part of the Customer to follow any instructions or guidelines provided by Pacific Water; or

any use of any Goods otherwise than for any application specified on a quote or order form; or

the continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or

fair wear and tear, any accident or act of God.

14.4 The warranty shall cease and Pacific Water shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without Pacific Water ‘s consent.

14.5 In respect of all claims Pacific Water shall not be liable to compensate the Customer for any delay in either replacing or remedying the workmanship or in properly assessing the Customer’s claim.

14.6 For Goods not manufactured by Pacific Water , the warranty shall be the current warranty provided by the manufacturer of the Goods. Pacific Water shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.

14.7 In respect of the supply of  filtration equipment the customer will be responsible to provide the appropriate feed water conditions as specified by Pacific Water or their agents.   For membrane filtration equipment, it is the responsibility of the customer to supply the feed water within the specified parameters, that include a  silt density index( SDI) of less than 3 and a Langelier Saturation Index( LSI) of less than 1 .   Pacific Water does not accept any responsibilities in any failures or under performance , if these conditions are not met.

 

15. No Implied Service

The Buyer acknowledges and agrees that except as required by law this contract shall not entitle the Buyer to demand and receive from Pacific Water any site inspection or service of the Goods supplied, delivered and/or installed (if applicable). If the Buyer does require Pacific Water to provide such Services in relation to the Goods supplied under this contract then the Buyer shall arrange with Pacific Water to enter into a separate agreement in respect of the same. In the event that no separate agreement in relation to such Services is required by the Buyer, then the Buyer acknowledges and agrees that in the event of the Goods supplied requiring to be serviced or inspected due to breakdown or otherwise, then the Buyer shall rely solely on any benefit in respect of the same provided by the manufacturer (refer clause 14.4).

 

16. Intellectual Property

16.1 Where Pacific Water has designed, drawn or written Goods for the Customer, then the copyright in those designs and drawings and documents shall remain vested in Pacific Water , and shall only be used by the Customer at Pacific Water ‘s discretion.

16.2 The Customer warrants that all designs or instructions to Pacific Water will not cause Pacific Water to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify Pacific Water against any action taken by a third party against Pacific Water in respect of any such infringement.

16.3 The Customer agrees that Pacific Water may use any documents, designs, drawings or Goods created by Pacific Water for the purposes of advertising, marketing, or entry into any competition.

17. Default and Consequences of Default

17.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Pacific Water ‘s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

17.2 In the event that the Customer’s payment is dishonoured for any reason the Customer shall be liable for any dishonour fees incurred by Pacific Water .

17.3 If the Customer defaults in payment of any invoice when due, the Customer shall indemnify Pacific Water from and against all costs and disbursements incurred by Pacific Water in pursuing the debt including legal costs on a solicitor and own client basis and Pacific Water ‘s collection agency costs.

17.4 Without prejudice to any other remedies Pacific Water may have, if at any time the Customer is in breach of any obligation (including those relating to payment) Pacific Water may suspend or terminate the supply of Goods to the Customer and any of its other obligations under the terms and conditions. Pacific Water will not be liable to the Customer for any loss or damage the Customer suffers because Pacific Water has exercised its rights under this clause.

 

17.5 If any account remains overdue after fourteen  days (14) days then an amount of  twenty percent (20%) of the amount overdue (up to a maximum of  five hundred  dollars ($500.00)) shall be levied for administration fees which sum shall become immediately due and payable.

18.Costs of Recovery

18.1 The debtor/s shall pay for all costs actually incurred by Pacific Water  in the recovery of any monies owed under this Agreement including recovery agent costs, repossession costs, location search costs, process server costs and solicitor costs on a solicitor/client basis.

18.2 Without prejudice to Pacific Water ‘s other remedies at law Pacific Water shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to Pacific Water shall, whether or not due for payment, become immediately payable in the event that:

18.3 Any money payable to Pacific Water becomes overdue, or in Pacific Water ‘s opinion the Customer will be unable to meet its payments as they fall due; or

The Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or

a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

19. Compliance with Laws

19.1 The Customer and Pacific Water shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the works.

19.2 The Customer shall obtain (at the expense of the Customer) all licenses and approvals that may be required for the works.

19.3 The Customer agrees that the site will comply with any occupational health and safety laws relating to building/construction sites and any other relevant safety standards or legislation.

20.Cancellation

20.1 Pacific Water may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Customer. On giving such notice Pacific Water shall repay to the Customer any sums paid in respect of the Price. Pacific Water shall not be liable for any loss or damage whatsoever arising from such cancellation.

20.2 In the event that the Customer cancels delivery of Goods the Customer shall be liable for any loss incurred by Pacific Water (including, but not limited to, any loss of profits) up to the time of cancellation.

20.3 Cancellation of orders for Goods made to the Customer’s specifications or non-stocklist items will definitely not be accepted, once production has commenced.

21.     Privacy Act 1988

21.1.The Customer and/or the Guarantor/s (herein referred to as the Customer) agree for Pacific Water to obtain from a credit reporting agency a credit report containing personal credit information about the Customer in relation to credit provided by Pacific Water .

21.2 The Customer agrees that Pacific Water may exchange information about the Customer with those credit providers either named as trade referees by the Customer or named in a consumer credit report issued by a credit reporting agency for the following purposes:

to assess an application by the Customer; and/or

to notify other credit providers of a default by the Customer; and/or

to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit providers; and/or

to assess the creditworthiness of the Customer.

21.3 The Customer understands that the information exchanged can include anything about the Customer’s creditworthiness, credit standing, credit history or credit capacity that credit providers are allowed to exchange under the Privacy Act 1988.

21.4 The Customer consents to Pacific Water being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).

21.5 The Customer agrees that personal credit information provided may be used and retained by Pacific Water for the following purposes (and for other purposes as shall be agreed between the Customer and Pacific Water or required by law from time to time):

the provision of Goods; and/or

the marketing of Goods by Pacific Water , its agents or distributors; and/or

analysing, verifying and/or checking the Customer’s credit, payment and/or status in relation to the provision of Goods; and/or

processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Customer; and/or

enabling the daily operation of Customer’s account and/or the collection of amounts outstanding in the Customer’s account in relation to the Goods.

21.6 Pacific Water may give information about the Customer to a credit reporting agency for the following purposes:

to obtain a consumer credit report about the Customer;

allow the credit reporting agency to create or maintain a credit information file containing information about the Customer.

21.7 The information given to the credit reporting agency may include:

personal particulars (the Customer’s name, sex, address, previous addresses, date of birth, name of employer and driver’s licence number;

details concerning the Customer’s application for credit or commercial credit and the amount requested;

advice that Pacific Water is a current credit provider to the Customer

advice of any overdue accounts, loan repayments, and/or any outstanding monies owing which are overdue by more than sixty (60) days, and for which debt collection action has been started;

that the Customer’s overdue accounts, loan repayments and/or any outstanding monies are no longer overdue in respect of any default that has been listed;

information that, in the opinion of Pacific Water , the Customer has committed a serious credit infringement (that is, fraudulently or shown an intention not to comply with the Customers credit obligations);

advice that cheques drawn by the Customer for one hundred dollars ($100) or more, have been dishonoured more than once;

that credit provided to the Customer by Pacific Water has been paid or otherwise discharged.

21.8 Building and Construction Industry Security of Payment Act 2002

At Pacific Water ‘s sole discretion, if there are any disputes or claims for unpaid Goods and/or Services then the provisions of the Building and Construction Industry Security of Payment Act 2002 may apply.

Nothing in this agreement is intended to have the affect of contracting out of any applicable provisions of the Building and Construction Industry Security of Payment Act 2002 of Victoria, except to the extent permitted by the Act where applicable.

22. General

22.1 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.

22.2 If any provisions of these terms and conditions are inconsistent with the PPSA, the PPSA shall prevail to the extent of that inconsistency.

22.3 These terms and conditions and any contract to which they apply shall be governed by the laws of the State in which the sale was made and are subject to the jurisdiction of the courts of that same State.

22.4 Pacific Water shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by Pacific Water of these terms and conditions, or arising out of a malfunction or failure of the Goods.

22.5 In the event of any breach of this contract by Pacific Water the remedies of the Customer shall be limited to damages which under no circumstances shall exceed the Price of the Goods.

22.6 The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by Pacific Water nor to withhold payment of any invoice because part of that invoice is in dispute.

22.7 Pacific Water may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.

22.8 The Customer agrees that Pacific Water may review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which Pacific Water notifies the Customer of such change. The Customer shall be under no obligation to accept such changes except where Pacific Water supplies further Goods to the Customer and the Customer accepts such Goods.

22.9 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.

22.10 The failure by Pacific Water to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Pacific Water ‘s right to subsequently enforce that provision.

Privacy Policy

Pacific Water Technology is committed to providing you with the best possible customer service experience. Pacific Water Technology is bound by the Privacy Act 1988 (Crh), which sets out a number of principles concerning the privacy of individuals.

Collection of your personal information

There are many aspects of the site which can be viewed without providing personal information, however, for access to future Pacific Water Technology customer support features you are required to submit personally identifiable information. This may include but not limited to a unique username and password, or provide sensitive information in the recovery of your lost password.

Sharing of your personal information

We may occasionally hire other companies to provide services on our behalf, including but not limited to handling customer support enquiries, processing transactions or customer freight shipping. Those companies will be permitted to obtain only the personal information they need to deliver the service. Pacific Water Technology takes reasonable steps to ensure that these organisations are bound by confidentiality and privacy obligations in relation to the protection of your personal information.

Use of your personal information

For each visitor to reach the site, we expressively collect the following non-personally identifiable information, including but not limited to browser type, version and language, operating system, pages viewed while browsing the Site, page access times and referring website address. This collected information is used solely internally for the purpose of gauging visitor traffic, trends and delivering personalized content to you while you are at this Site.

From time to time, we may use customer information for new, unanticipated uses not previously disclosed in our privacy notice. If our information practices change at some time in the future we will use for these new purposes only, data collected from the time of the policy change forward will adhere to our updated practices.

Changes to this Privacy Policy

Pacific Water Technology reserves the right to make amendments to this Privacy Policy at any time. If you have objections to the Privacy Policy, you should not access or use the Site.

Accessing Your Personal Information

You have a right to access your personal information, subject to exceptions allowed by law. If you would like to do so, please let us know. You may be required to put your request in writing for security reasons. Pacific Water Technology reserves the right to charge a fee for searching for, and providing access to, your information on a per request basis.

Contacting us

Pacific Water Technology welcomes your comments regarding this Privacy Policy. If you have any questions about this Privacy Policy and would like further information, please contact us by any of the following means during business hours Monday to Friday.

Call: 1300 CLEANWATER

Shipping Policies

Where We Deliver

We will deliver to most addresses within Australia, and also to most international locations (Conditions apply). We require a street address for delivery – unfortunately we cannot deliver to a P.O. Box. Some remote locations cannot be serviced, however our carrier may be able to deliver the goods to a depot where you can collect your products.

The locations we can deliver to may change from time-to-time. Please call our Customer Service Centre to find out if we deliver to your location.


How and When We Deliver

All deliveries are made 8.30am to 5.00pm Monday to Friday by PACIFIC WATER TECHNOLOGY ‘s chosen carrier. For orders placed before 4.00pm on a weekday, please allow for some lead time and confirmation of dispatch:

  • 3-5 working days for delivery to a capital city in any State;
  • 7-14 working days for delivery to most large regional towns; and
  • 7-14 working days for delivery to other remote locations.
  • 14-28 working days for overseas deliveries- economy shipping ( express shipping available)

During peak periods (Easter, Xmas ), the delivery may take up to 14 working days.

Please note that these delivery times are estimates only, and actual delivery times may vary. Large items (such as commercial filters) require extra handling and may take longer to transport. Items may be delivered to you individually and/or separately by different couriers and transport agencies.

For large items, the courier will attempt to contact you to arrange a delivery time using the contact details provided by you.We are not responsible for any late delivery or failure to deliver due to circumstances beyond our reasonable control.

You should receive an email confirming your order shortly after you’ve placed it. If you don’t receive that email, please check your spam folder and see if you can locate it. This is especially important because, if you haven’t received the order confirmation email, you also won’t receive the email with your shipment notification and tracking information.

If you are offered insurance, but do not accept it, we cannot be held responsible for damaged, lost, or stolen packages.

Some larger items including large filters may be shipped partially disassembled in order to reduce the risk of damage during transit, and also reduce the overall shipping rate.


International Shipments

PACIFIC WATER TECHNOLOGY does ship internationally with a few exceptions. Please note that you, the buyer, are responsible for any GST, VAT, tariff, duty, taxes, handling fees, customs clearance charges, etc. required by your country for importing consumer goods. We do not collect this beforehand, and can’t give you an estimate of the cost, because it varies widely around the world. Please do your research so you’re ready to get your package cleared through customs, and have an idea of what the additional cost will be.

For larger items weighing above 10 kg , please contact us via email or websitelink as we may be able to find more economical shipping methods. For the time being we do not ship items to overseas destinations exceeding 30 kg.


Acceptance of Delivery

Deliveries must be signed for, and anyone at the delivery address who receives the products shall be presumed by Pacific Water Technology to be authorised to receive the products.

Unfortunately Pacific Water Technology and its carriers are unable to provide an estimate of the delivery time. If you are unsure if you will be available at the delivery address during the delivery hours, we recommend nominating a work address or address of a family member who will be present during the delivery hours. In the instance someone is not able to sign for your delivery, Pacific Water Technology’s carrier will leave a card. When delivered by Australia Post you will need to collect your delivery from the closest Post Office. Any other carrier you will need to contact them directly to make alternative delivery arrangements, which may include a re-delivery fee charged by Pacific Water Technology if re-delivery is required.

Please note that risk for loss or damaged product passes to the customer upon delivery of the product(s) by the courier.


No Shipping Days

PACIFIC WATER TECHNOLOGY will be closed on the the following days in 2014. No orders will ship these days because the postal services don’t show up at our doorstep, but you can still order through the website as usual.

Queensland

  • New Year’s Day – Wednesday 1 January
  • Australia Day – Monday 27 January*
  • Good Friday – Friday 18 April
  • Easter Saturday – Saturday 19 April
  • Easter Monday – Monday 21 April
  • Anzac Day – Friday 25 April
  • Queen’s Birthday – Monday 9 June
  • Royal Queensland Show – Brisbane Area Only – Wednesday 13 August
  • Labour Day – Monday 6 October
  • G20 Summit Holiday – Brisbane City Council Area Only – Friday 14 November
  • Christmas Day – Thursday 25 December
  • Boxing Day – Friday 26 December

* substitute for Sunday 26 January

Terms of Trade

Pacific Water Technology Pty Ltd (ACN 166 795 437)

1. Interpretation and Construction

1.1 Definitions In these Terms of Trade (Terms), unless the context requires otherwise, the following words have the following meanings:

Customer means any person, organisation, or other entity that has requested the supply of Goods from PWT as stated on any invoice, order, or document.

Goods means all Goods available for sale or supplied by PWT to the Customer (and where the context so permits shall include any supply of Services) and are as described on any invoice, quotation, work authorisation or any other form as provided by PWT to the Customer.

Guarantor means that person (or persons) who agrees to be liable for the debts of the Customer on a principal debtor basis.

Intellectual Property means all processes, procedures, methodologies, techniques and / or inventions whether registered trademarks, designs, patents or not registered.

Order means any order made by the Customer from PWT for the supply of Goods.

Quotation means any quotation issued by PWT to the Customer for the supply of Goods.

Price means the price payable for the supply of Goods in accordance with Clause 4.

PWT means Pacific Water Technology Pty Ltd (ACN 166 795 437), its successors and assigns or any person acting on behalf of and with the authority of PWT.

Services means all Goods supplied by PWT to the Customer and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).

Terms means these Terms of Trade which apply to any supply of Goods by PWT to the Customer.

1.2 Construction (a) a reference to these Terms or another agreement between the parties includes and variation or replacement; (b) the singular includes the plural and vice versa; (c) a masculine includes the feminine and neuter and vice versa; (d) a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes, employees, agents, and permitted assigns; (e) an obligation, agreement, representation, or warranty on the part of, on in favour of, two persons binds and / or is for the benefit of them jointly and severally; (f) a reference to anything is a refence to the whole or any part of it; and (g) references to parties or clauses are, unless otherwise stated, references to the parties and clauses contained in these Terms.

2. Supply of Goods

2.1 PWT may issue a Quotation upon the Customer’s request or otherwise accept an Order for the supply of Goods from the Customer.

2.2 Any Quotation issued by PWT remains open for acceptance from the time stated on the Quotation or otherwise for thirty (30) days unless withdrawn earlier. All Quotations are estimates only and are subject to withdrawal, correction or alteration at any time prior to PWT’s acceptance of the Customer’s request. All amounts and prices stated on the Quotation are as at the date of the Quotation.

2.3 PWT may specify a minimum order value and impose a surcharge if an Order is for a value of less than the minimum order value.

2.4 An Order shall identify the Goods or Services ordered and the quantity required and refer to any Quotation pursuant to which the Order is made.

2.5 PWT may supply and the Customer must accept Goods which vary from the Goods ordered by the Customer so long as such variations are not material. Any variation of an Order requested by the Customer is only accepted if PWT agrees in writing.

2.6 PWT may cancel or terminate any Order at any time without cause, in PWT’s absolute discretion and in that event, PWT shall repay the Customer any money paid by the Customer and PWT is not liable for any loss or damages in any respect arising from any cancellation.

2.7 PWT reserves the right, whether or not an Order has been accepted and without notice to the Customer to withhold supply to the Customer and will not be liable for loss or damage resulting directly or indirectly from such action, including if the services cannot be rendered for any reason whatsoever, if the Customer is in default of these Terms or if PWT has determined in its absolute discretion that credit should no longer be extended to the Customer.

2.8 If the Customer cancels and Order, the Customer remains liable and shall indemnify and keep indemnified PWT for any and all loss is suffered (whether direct or indirect) by PWT as a direct result of the cancellation (including but not limited to loss of profits).

3. Acceptance

3.1 The Customer acknowledges these Terms apply to any Quotation or Order or other supply of Goods and the Customer accepts the Terms without amendment and agrees to be bound by them.

3.2 The Customer agrees that the Terms apply over any other document or agreement to the extent of any inconsistency.

3.3 If the Customer is the trustee of a trust, then in addition to that entity the trustee agrees to bind all trusts of which the entity is a trustee from time to time.

4. Price and Payment

4.1 The Price is the price determined by PWT in its absolute discretion, the price in accordance with the Quotation, the price on any invoices rendered by PWT, or the price as at the date of supply. The Customer agrees if there is any change to the exchange rates or labour or any other amount used to calculate the Price then the Customer shall be liable for the increase and the increase forms part of the Price.

4.2 At PWT’s sole discretion, a non-refundable deposit may be required to be paid by the Customer.

4.3 Unless stated otherwise, time for payment is of the essence and will be payable as nominated by PWT and may be altered or revoked at any time without notice to the Customer, either on or before the delivery of the Goods, seven (7) days following the date of the invoice.

4.4 Payment will be made by cash, or by cheque, or by bank cheque, or by credit card (plus a surcharge of up to one and a half percent (1.5%) of the Price), or by direct credit, or by PayPal, or by AfterPay, or by any other method as agreed to between the Customer and PWT.

4.5 Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable for all payments of the Price.

4.6 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.

4.7 The Customer acknowledges that if PWT provides credit terms then any credit is applied wholly or predominantly for business purposes.

4.8 The grant of any credit facility is in the absolute discretion of PWT. PWT may vary, withdraw, or suspend and credit facility at any time and without liability to the Customer or any other party. The Customer agrees that if payment is outstanding to PWT, then the amount is immediately due and payable by the Customer.

5. Unpaid Invoices, Interest and Costs

5.1 If invoices or monies outstanding are not paid in full by the due date for payment, interest on the unpaid amount to be accrued daily from the date when payment becomes due until the date of payment at the rate of 10 per cent per annum.

5.2 If any invoice remains overdue after fourteen (14) days, an amount of twenty percent (20%) of the amount overdue (up to a maximum of five hundred dollars ($500.00)) shall be levied for administration fees which sum shall become immediately due and payable.

5.3 The Customer is not entitled to set off, deduct or otherwise withhold payment of any amount due and owing to PWT including where the Customer has disputed the invoice or alleged amounts are owed or will become owing by PWT to the Customer.

5.4 The Customer is liable for all costs and disbursements incurred by PWT or its appointed agents in recovering payment of any outstanding invoice or in enforcing its rights under these Terms, including, but not limited to, legal costs determined on a solicitor/own client basis, mercantile agents’ costs or commission and bank dishonour fees.

5.5 PWT is entitled to retain any goods or other documents held on the Customer’s behalf pending payment of any outstanding monies by the Customer.

5.6 Without prejudice to any other remedies PWT may have, if at any time the Customer is in breach of any obligation (including those relating to payment), PWT may suspend of terminate the supply of Goods to the Customer. PWT will not be liable to the Customer for any loss or damage the Customer suffers because PWT has exercised its rights under this clause.

6. Title

6.1 PWT and the Customer agree that ownership of the Goods shall not pass until the Customer has paid PWT all amounts owing for the particular Goods, and the Customer has met all other obligations due by the Customer to PWT in respect of all contracts between PWT and the Customer.

6.2 Receipt by PWT of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then PWT‘s ownership or rights in respect of the Goods shall continue.

6.3 It is further agreed that where practicable the Goods shall be kept separate and identifiable until PWT shall have received payment and all other obligations of the Customer are met, and until such time as ownership of the Goods shall pass from PWT to the Customer, PWT may give notice in writing to the Customer to return the Goods or any of them to PWT. Upon such notice the rights of the Customer to obtain ownership or any other interest in the Goods shall cease.

6.4 PWT shall have the right of stopping the Goods in transit whether or not delivery has been made.

6.5 If the Customer fails to return the Goods to PWT then PWT or PWT‘s agent may (as the invitee of the Customer) enter upon and into land and premises owned, occupied or used by the Customer, or any premises where the Goods are situated and take possession of the Goods.

6.6 The Customer is only a bailee of the Goods and until such time as PWT has received payment in full for the Goods then the Customer shall hold any proceeds from the sale or disposal of the Goods, up to and including the amount the Customer owes to PWT for the Goods, on trust for PWT

6.7 The Customer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of PWT.

6.8 PWT can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Customer.

6.9 Until such time that ownership in the Goods passes to the Customer, if the Goods are converted into other products, the parties agree that PWT will be the owner of the end products.

7. Risk

7.1 If PWT retains ownership of the Goods nonetheless, all risk for the Goods passes to the Customer on delivery.

7.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, PWT is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by PWT is sufficient evidence of Pacific Water ‘s rights to receive the insurance proceeds without the need for any person dealing with PWT to make further enquiries.

7.3 Where the Customer expressly requests PWT to leave Goods outside PWT‘s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Customer’s sole risk and it shall be the Customer’s responsibility to ensure the Goods are insured adequately or at all.

8. Delivery

8.1 PWT accepts no responsibility or duty to deliver but may arrange delivery by such means and in such packaging as PWT shall determine in its discretion and without liability at the Customer’s cost and risk and to the address nominated by the Customer on the following basis: (a) the Customer shall pay all freight and other charges associated with the delivery and delivery may be made in instalments in PWT’s discretion; (b) if the Customer has provided reasonable notice of its specific requirements, PWT shall make reasonable endeavours to meet those requirements and achieve delivery on or about that date, subject to PWT’s delivery schedule from time to time; (c) the Customer must take delivery of the goods whenever the goods are tendered for delivery and the Customer shall be present at the agreed place and time for delivery. If not present, PWT may in its sole discretion, unload the goods at that place and in which case the goods will be at the sole risk of the Customer and PWT will not be responsible for any claims, costs or losses; (d) PWT does not represent that the goods will be available on that date and any date given for delivery is an estimate only and in the event that PWT is unable to deliver the goods on that date, it shall not be liable for any loss (including consequential loss) for any failure or a delay in delivery. PWT is not liable for any amount payable by the Customer to a third party as a result of a failure or delay in delivery by PWT due to any cause whatsoever; and (e) PWT may charge the Customer for frustrated delivery including where the Customer is unable to take delivery of the goods as arranged for an amount equal to PWT’s reasonable costs.

8.2 All the goods shall be paid for prior to delivery, irrespective of whether delivery is a part of the Price. In PWT’s discretion, the cost of delivery may be included in the Price or may be charged in addition to the Price.

9. Warranties

9.1 The Customer warrants that it has the power to enter into this agreement, is solvent and able to pay its debts as and when they fall due, and this agreement creates a binding and legal obligation, and all information provided to PWT by the Customer is true and correct in all material respects.

9.2 To the extent permitted by law, PWT does not provide any warranty in the goods. The only warranties in relation to the goods are warranties provided by the manufacturer and not PWT and to the extent that the rights in any manufacturer’s warranties are required to be assigned to the Customer, the manufacturer’s warranties are assigned, and title of those warranties passes with the Goods. PWT is not liable to the extent that any manufacturer is liable under a manufacturer’s warranty, unless required by law.

9.3 PWT expressly denies and excludes any warranties or conditions which would otherwise be implied to the maximum extent possible by law including but not limited to merchantable quality, suitability, fitness of purpose, quality, suitability, or otherwise. The Seller acknowledges that these Terms do not exclude any statutory warranties which may be implied pursuant to the Competition and Consumer Act 2010 (Cth).

9.4 The Customer acknowledges and agrees that: (a) the Customer shall rely on its own knowledge and expertise with respect of the purpose of the goods and any advice or assistance given by or on behalf of PWT shall be accepted at the Customer’s risk and shall not be deemed to have been given as an expert or adviser or be otherwise relied on by the Customer; and (b) PWT shall not be liable nor responsible for any failure to comply with any requirements of the Customer or any other person (whether relating to manufacture, design, fabrication, installation and/or any other particulars provided with respect to the intended use of any goods or otherwise) which are not precisely and accurately communicated in writing to the Seller prior to agreement for supply of goods and/or services.

9.5 In respect of the supply of filtration equipment the Customer will be responsible to provide the appropriate feed water conditions as specified by PWT or its agents. For membrane filtration equipment, it is the responsibility of the Customer to supply the feed water within the specified parameters, that include a silt density index (SDI) of less than 3 and a Langelier Saturation Index (LSI) of less than 1. PWT does not accept any responsibilities in any failures or under performance if these conditions are not met.

10. Defects and Return of Goods

10.1 The Customer shall inspect the Goods on delivery and shall within seven (7) days of delivery (time being of the essence) notify PWT of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote.

10.2 The Customer shall afford PWT an opportunity to inspect the Goods within a reasonable time following delivery if the Customer believes the Goods are defective in any way.

10.3 If the Customer shall fail to comply with these provisions, the Goods shall be presumed to be free from any defect or damage.

10.4 Returns will only be accepted provided that: (a) the Customer has complied with the provisions of clause 12.1; (b) PWT has agreed in writing to accept the return of the Goods; (c) the Goods are returned at the Customer’s cost within fourteen (14) days of the delivery date; (d) PWT will not be liable for Goods which have not been stored or used in a proper manner; and (e) the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.

10.5 PWT may, at its sole discretion, accept the return of Goods for credit but this may incur a handling fee of up to thirty percent (30%) of the value of the returned Goods plus any freight costs.

10.6 Should PWT agree in writing to accept returned goods, a credit note may be issued at the sole discretion of PWT. The credit note is only valid for twelve (12) months from the date that the Goods were returned.

11. Release and Indemnity

11.1 The Customer hereby releases and indemnifies and agrees to keep PWT indemnified from any and all costs, damages, liabilities, expenses or losses including indirect, consequential losses (including but not limited to loss of profit), that PWT may incur in relation to the Customer or any third party, where the cost, damage, liability, expense or loss is caused by or contributed to by the goods supplied or services performed, any defect or fault in workmanship or design or their use, a breach of these Terms or for any other reason whatsoever.

12. Limitation of Liability

12.1 The Customer agrees, to the fullest extent possible by law, in relation to any cost, damage, liability, expense or loss (including those contributed or cause by PWT’s negligence or breach of any condition or warranty), if the Customer is not a consumer pursuant to the Competition and Consumer Act 2010 (Cth), to limit any claim made to the PWT, in PWT’s absolute discretion to: the value of any express warranty provided by PWT to the Customer or any warranty to which the Customer is entitled; replacement of the Goods and/or the supply of equivalent Goods; repair of the Goods; repay the purchase price in the event that then payment has been received from the Customer; or payment of the cost of replacing, repairing or acquiring equivalent Goods. In no circumstances shall PWT be liable for any amount in excess of the Price.

12.2 If PWT is required to replace the goods or remedy the services pursuant to the Competition and Consumer Act 2010 (Cth) but cannot do so for any reason whatsoever, PWT may refund the Price, if the Price has been paid by the Customer.

12.3 The Customer specifically agrees that PWT is not responsible for any damages caused either to the Goods supplied or as a result of the malfunction of the Goods in the event that such Goods are in any way adapted to a use to which are they are not specifically intended or the Goods have added to or have been added to components or placed in a container which is not recommended or approved by the manufacturer or supplier of the Goods.

12.4 PWT shall not be liable for any damages for personal injury or death, any damage to property and/or any contingent, consequential, direct, indirect, special or punitive damages whether due to negligent act or omission of PWT or its employees or agents or otherwise and the Customer acknowledges this limitation of liability and agrees to limit any claim accordingly.

12.5 No other term, condition, agreement, warranty, representation and/or understanding whether express or implied, in any extending to, otherwise relating to or binding upon PWT other than these Terms is made or given by or on behalf of PWT.

12.6 Notwithstanding anything in this clause 12, a Customer shall not be entitled to make any claim upon PWT whatsoever if any amounts are outstanding from the Customer to the Seller.

13. Intellectual Property

13.1 Where PWT has designed, drawn or written Goods for the Customer, then the copyright in those designs and drawings and documents shall remain vested in PWT, and shall only be used by the Customer at PWT‘s discretion.

13.2 The Customer warrants that all designs or instructions to PWT will not cause PWT to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify PWT against any action taken by a third party against PWT in respect of any such infringement.

13.3 The Customer agrees that PWT may use any documents, designs, drawings or Goods created by PWT for the purposes of advertising, marketing, or entry into any competition.

14. Security and Charge

14.1 Despite anything to the contrary contained herein or any other rights which PWT may have howsoever, where the Customer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Customer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to PWT or PWT‘s nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Customer and/or the Guarantor acknowledge and agree that PWT (or PWT‘s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met.

14.2 Should PWT elect to proceed in any manner in accordance with this clause and/or its subclauses, the Customer and/or Guarantor shall indemnify PWT from and against all PWT‘s costs and disbursements including legal costs on a solicitor / client on the indemnity basis.

14.4 The Customer and/or the Guarantor (if any) agree to irrevocably nominate and appoint PWT‘s nominee as the Customer’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 14.1.

15. PPSA

15.1 Defined terms in this clause 15 have the same meaning as given to them in the Personal Property Securities Act 2009 (Cth) (PPSA).

15.2 PWT and the Customer acknowledge that this agreement constitutes a Security Agreement and constitutes a Purchase Money Security Interest (PMSI) in favour of PWT over the Goods supplied or to be supplied to the Customer, as Grantor, pursuant to these Terms.

15.3 PWT and the Customer acknowledge that PWT, as Secured Party, is entitled to register its interest in the goods supplied or to be supplied to Customer, as Grantor, under this agreement on the Personal Properties Securities Register as collateral by registering a financing statement or financing change statement.

15.4 The Customer expressly waives its right to receive notification of or a copy of any verification statement with respect to the registration of a financing statement or a financing change statement relating to a security interest granted by the Customer to PWT.

15.5 The Customer agrees to indemnify PWT on demand for all costs and expenses, including legal costs and expenses on a solicitor and client basis, associated with the registration, amendment or discharge of any financing statement registered by or on behalf of PWT or the enforcement or attempted enforcement of any security interest granted to PWT by the Customer.

15.6 If the Customer is in default of its obligations and PWT takes possession of any goods pursuant to its security interest, the Customer remains liable for the difference between the market value of the goods at the time they are sold by PWT and the among of the Customer’s obligations for which it is in default.

15.7 The Customer agrees and undertakes to immediately notify PWT of any change to its name, address or personal details and authorises PWT to register a financing change statement without prior consent of the Customer.

15.8 The Customer agrees and undertakes not to agree, encourage or in any way allow another person or entity to register a financing statement without the prior written consent of PWT and the Customer shall provide written notice to PWT upon becoming aware that of any other person or entity are taking steps to register a security interest with respect to the Customer.

15.9 The Customer agrees that to the maximum extent permitted by law, sections 130, 142 and 143 of the PPSA will not apply.

15.10 The Customer agrees, to the extent possible under law permitted by law to waive the following rights under the PPSA: receipt of a verification statement pursuant to section 157 and a statement of account where there is no disposal pursuant to section 130(4) or pursuant to section 132 where there is a disposal; to recover any proceeds pursuant to section 140; to object to the purchase of the collateral by the secured party pursuant to section 129; to receive notice of an intention to seize collateral pursuant to section 123; to receive notice of disposal of collateral pursuant to section 130; to receive notice of retention of Collateral pursuant to section 134 or to object to that notice pursuant to section 137; to redeem Collateral pursuant to section 142; to reinstate a security agreement pursuant to section 143; to receive a notice of removal of accession under section 95; and any other right in favour of the Customer that can be lawfully contracted out of pursuant to section 115 of the PPSA which shall not apply to these Terms or any security.

16. Statement of Debt

16.1 A certificate signed by a director, secretary, financial controller, credit manager or any other authorised person of PWT shall be prima facie evidence of the indebtedness of the Customer to PWT.

17. Privacy and Credit Information

17.1 The Customer irrevocably authorises PWT to make enquiries, exchange, collect and use a Customer’s personal information including credit information and information relating to property, business or other solvency matter from time to time as the Seller may deem necessary which may include enquiries with persons nominated as trade references, financiers, any other credit provider, credit reporting bodies, any government department and/or any similar or other organisation (Information Provider) for the following purposes: (a) obtaining information on the credit position of the Customer; (b) investigating the credit worthiness of the Customer in relation to the credit to be provided by PWT; marketing purposes (unless the Customer has notified PWT it wishes to opt out of direct marketing); (c) to allow PWT to provide a credit facility for the supply of goods and/or services to the Customer; to notify the credit provider of a default by the Customer; (d) and to a credit reporting body to obtain a credit report or to permit a credit reporting body to maintain or update the Customer’s credit file.

17.2 The Customer acknowledges that the information exchanged under clause 17.1 may include any information in relation to the Customer’s creditworthiness or credit history.

17.3 The Customer consent and irrevocably authorises the Information Provider to disclose any information about the Customer in their possession to PWT; PWT may use any information which it holds for the purposes listed in clause 17.1; and may disclose any of the Customers’ personal information to any interested person (including overseas third parties) for any purpose listed in clause 17.1, to the extent permitted by the Privacy Act 1988 (Cth) and the Australian National Privacy Principles (if applicable).

17.4 To the maximum extent permitted by law, the Customer agrees (unless the Customer otherwise withdraws consent), to waive all rights under the Privacy Act 1988 (Cth).

18. Act of Insolvency

18.1 Without prejudice to any other remedies available to PWT, if the Customer becomes insolvent or appoints an administrator, receiver, receiver and manager, liquidator or trustee in bankruptcy or is in breach of any these Terms (including any term for payment), all monies become immediately due and owing to PWT and PWT may immediately: (a) terminate or suspend supply of Goods; (b) retain all monies paid and/or take immediate possession of Goods which have not been paid for; (c) cease all future deliveries; (d) cancel all or any part of any order unfilled; and/or (e) recover from the Customer any loss of profits arising from the Customer’s default.

18.2 If PWT exercises its rights pursuant to clause

18.1, it is not liable to the Customer for any consequential loss or damages suffered by the Customer.

19. Customer Restructure

19.1 The Customer shall provide written notice to PWT of any change to its structure or management including change of director, shareholder, partnership, trusteeship or management or its details (including changes to its name or address). If the Customer fails to comply then the Customer agrees to indemnity PWT from any resulting loss.

20. Access

20.1 The Customer shall ensure that PWT has always clear and free access to the work site to enable them to undertake the works.

20.2 PWT shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of PWT.

21. Underground Locations

21.1 Prior to PWT commencing any work the Customer must advise PWT of the precise location of all underground services on the site and clearly mark the same. The underground mains & services the Customer must identify include, but are not limited to, electrical services, gas services, sewer services, pumping services, sewer connections, sewer sludge mains, water mains, irrigation pipes, telephone cables, fibre optic cables, oil pumping mains, and any other services that may be on site.

21.2 Whilst PWT will take all care to avoid damage to any underground services the Customer agrees to indemnify PWT in respect of all and any liability claims, loss, damage, costs and fines as a result of damage to services not precisely located and notified regardless of clause 8.1.

22. No Implied Service

22.1 The Customer acknowledges and agrees that, except as required by law, this contract shall not entitle the Customer to demand and receive from PWT any site inspection or service of the Goods supplied, delivered and/or installed (if applicable). If the Customer does require PWT to provide such Services in relation to the Goods supplied under this contract, then the Customer shall arrange with PWT to enter into a separate agreement in respect of the same.

23. Miscellaneous

23.1 Force Majeure. PWT shall not be or be deemed to be in default or breach of any agreement as a result of force majeure. Force Majeure shall include national emergency, war, prohibitive government regulations or any cause beyond the reasonable control of PWT including trade disputes which means that the goods and/or services cannot or are delayed in being provided by PWT to the Customer.

23.2 Notices. A notice, demand, waiver, approval or other document given pursuant to these Terms must be in writing and may be given to the recipient by way of personal service, prepaid post, facsimile transmission or email transmission at the address of the party as provided from time to time.

23.3 Severance. If any provision or part of a provision of these Terms cannot be given effect or is declared void for any reason, the provision or part which cannot be given effect shall be severed and the remaining provisions shall remain valid, binding and enforceable on the parties.

23.4 Waiver. No rights under these Terms will be waived unless agreed in writing and signed by PWT. PWT does not waive a right if an extension or other forbearance is given to the Customer. No waiver of a provision of these Terms shall be construed as a continuing waiver of the provision. A waiver by PWT of any matter does not prejudice its rights in respect of any matter. Any nonexercise or partial exercise of or any delay in exercising any right or remedy does not constitute a waiver of that right or remedy.

23.5 Variation. All goods and/or services sold by PWT are sold and supplied on these Terms, as amended from time to time by PWT in its absolute discretion or otherwise agreed by PWT in writing. The Customer agrees it is deemed to have notice of change to these terms and be bound by such variations as they appear on PWT’s website from time to time, whether or not the Customer has actual notice of any such variation.

23.6 Assignment. The Customer is not entitled to assign the benefits or obligations under this agreement to any entity without PWT’s prior written consent, which may be given in the PWT’s absolute discretion. PWT may assign all or any part of the benefits and obligations under this agreement without the requirement for the Customer’s consent.

23.7 Jurisdiction. The provisions of these Terms and any agreement for supply of goods and service between PST and the Customer shall be governed by the laws of the state of each party irrevocably submits to the non-exclusive jurisdiction of the courts of the said state.

23.8 Entire Agreement. These Terms supersede all previous agreements, discussions and representations between PWT and the Customer and constitute the entire agreement in relation to the agreement for provision of Goods between PWT and the Customer. All prior correspondence, negotiations or representations do not bind either party and either party is not entitled to rely upon them.

23.9 Counterparts. This agreement may be signed in any number of counterparts and each counterpart shall together constitute one agreement. This agreement may be executed and delivered by facsimile, electronically or by way of electronic signature and the receiving party may rely upon same as if it was an original document or signature.

Terms & Conditions of Use Agreement

PLEASE READ THE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE.

Pacific Water Technology Pty Ltd maintain this web site as a service to our customers, and by using our site you are agreeing to comply with and be bound by the following terms of use. Please review the following terms and conditions carefully, and check them periodically for changes. If you do not agree to the terms and conditions, you should not review information or obtain goods, services or products from this site.

1. Acceptance of Agreement. You agree to the terms and conditions outlined in this Terms and Conditions of use Agreement (“Agreement”) with respect to our site (the “Site”). This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, products or services provided by or through the Site, and the subject matter of this Agreement. This Agreement may be amended by us at any time and from time to time without specific notice to you. The latest Agreement will be posted on the Site, and you should review this Agreement prior to using the Site.

2. Copyright. The content, organisation, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks, registered trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Site, except as allowed by Section 4, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.

3. Fraud: By becoming a member, you confirm that the information provided in this form is true and that you agree to abide by the Terms and Conditions of use of this site. Please note that your membership can be cancelled without notice if it is determined that false or misleading information has been provided, the Terms and Conditions of use have been violated, or other abuses have occurred as determined by Pacific Water Technology Pty Ltd in its sole discretion.

4. Limited Right to Use. The viewing, printing or downloading of any content, graphic, form or document from the Site grants you only a limited, non-exclusive license for use solely by you for your own personal use and not for republication, distribution, assignment, sub-license, sale, preparation of derivative works or other use. No part of any content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use (but not for resale or redistribution).

5. Editing, Deleting and Modification. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Site, including this Agreement, without further notice to users of the Site.

6. Indemnification. You agree to indemnify, defend and hold us and our partners, attorneys, staff and affiliates (collectively, “Affiliated Parties”) harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, related to your violation of this Agreement or use of the Site.

7. Non-transferable. Your right to use the Site is not transferable. Any password or right given to you to obtain information or documents is not transferable and may only be used by you.

8. Disclaimer. The information from or through the site are provided “as-is,” “as available,” and all warranties, express or implied, are disclaimed (including but not limited to the disclaimer of any implied warranties of merchantability and fitness for a particular purpose). The information and services may contain bugs, errors, problems or other limitations. We and our affiliated parties have no liability whatsoever for your use of any information or service. In particular, but not as a limitation, we and our affiliated parties are not liable for any indirect, special, incidental or consequential damages (including damages for loss of business, loss of profits, litigation, or the like), whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if advised of the possibility of such damages. The negation of damages set forth above are fundamental elements of the basis of the bargain between us. This site and the information would not be provided without such limitations. No advice or information, whether oral or written, obtained by you from us through the site shall create any warranty, representation or guarantee not expressly stated in this agreement.

9. Limits. All responsibility or liability for any damages caused by viruses contained within the electronic file containing the form or document is disclaimed. We will not be liable to you for any incidental, special or consequential damages of any kind that may result from use of or inability to use our site. Our maximum liability to you under all circumstances will be equal to the purchase price you pay for any goods, services or information.

10. Use of Information. We reserve the right, and you authorise us, to the use and assignment of all information regarding Site uses by you and all information provided by you in any manner consistent with our Privacy Policy.

11. Privacy Policy. Our Privacy Policy can be found here, as it may change from time to time, is a part of this Agreement.

12. Payments. You represent and warrant that if you are purchasing something from us or from our Merchants that (i) any credit card information you supply is true, correct and complete, (i) charges incurred by you will be honoured by your credit card company, and (iii) you will pay the charges incurred by you at the posted prices, including any shipping fees and applicable taxes.

13. Securities Laws. This Site may include statements concerning our operations, prospects, strategies, financial condition, future economic performance and demand for our products or services, as well as our intentions, plans and objectives, that are forward-looking statements. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond our control. When used on our Site, words like “anticipates,” “expects,” “believes,” “estimates,” “seeks,” “plans,” “intends” and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbours for forward-looking statements. The Site and the information contained herein does not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of our securities-related filings or documents.

14. Links to Other Web Sites. The Site may contain links to other Web sites. We are not responsible for the content, accuracy or opinions express in such Web sites, and such Web sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked Web site on our Site does not imply approval or endorsement of the linked Web site by us. If you decide to leave our Site and access these third-party sites, you do so at your own risk.

15. Submissions. All suggestions, ideas, notes, concepts and other information you may from time to time send to us (collectively, “Submissions”) shall be deemed and shall remain our sole property and shall not be subject to any obligation of confidence on our part. Without limiting the foregoing, we shall be deemed to own all known and hereafter existing rights of every kind and nature regarding the Submissions and shall be entitled to unrestricted use of the Submissions for any purpose, without compensation to the provider of the Submissions.

16. Return Policy. Due to the nature of our on-line site, and the products listed, we Pacific Water Technology Pty Ltd have a strict RETURN policy for any product. Please refer to the Shipping and Returns page for more information.

17. Venue; Applicable Law. You agree that all actions or proceedings arising directly or indirectly out of this agreement, or your use of the site or any samples or products obtained by you through such use, shall be litigated in the circuit court of “Australia, “Queensland.”. You are expressly submitting and consenting in advance to such jurisdiction in any action or proceeding in any of such courts, and are waiving any claim that brisbane, queensland or the district of queensland is an inconvenient forum or an improper forum based on lack of venue. This site is created and controlled by Pacific Water Technology Pty Ltd in the State of Queensland ,Australia. As such, the laws of Queensland will govern the terms and conditions contained in this Agreement and elsewhere throughout the Site, without giving effect to any principles of conflicts of laws.

Conditions of Sale

1. Definitions

1.1 “Pacific Water ” shall mean Pacific Water Technology, its successors and assigns or any person acting on behalf of and with the authority of Pacific Water Technology.

1.2 “Customer” shall mean the Customer (or any person acting on behalf of and with the authority of the Customer) as described on any quotation, work authorisation or other form as provided by Pacific Water to the Customer.

1.3 “Guarantor” means that person (or persons) who agrees to be liable for the debts of the Customer on a principal debtor basis.

1.4 “Goods” shall mean all Goods supplied by Pacific Water to the Customer (and where the context so permits shall include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work authorisation or any other forms as provided by Pacific Water to the Customer.

1.5 “Services” shall mean all Services supplied by Pacific Water to the Customer and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).

1.6 “Price” shall mean the Price payable for the Goods as agreed between Pacific Water and the Customer in accordance with clause 4 of this contract.

1.7  ” Trial Equipment” and “Loan Equipment”  applies to any plant or equipment provided  on a temporary basis for the purposes of trials and demonstrations, and applies to equipment either supplied on a rental basis,  installment basis or paid for based on a trial or demonstration  agreement- any such conditions being superseded by the “Conditions of Sales”

2. The Commonwealth Trade Practices Act 1974 {“TPA”) and Fair Trading Acts {“FTA”)

2.1 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the TPA or the FTA in each of the States and Territories of Australia (including any substitute to those Acts or re-enactment thereof), except to the extent permitted     by those Acts where applicable.

2.2 Where the Customer buys Goods as a consumer these terms and conditions shall be subject to any laws or legislation governing the rights of consumers and shall not affect the consumer’s statutory rights.

3. Acceptance

3.1 Any instructions received by Pacific Water from the Customer for the supply of Goods and/or the Customer’s acceptance of Goods supplied by Pacific Water shall constitute acceptance of the terms and conditions contained herein.

3.2 The Customer hereby indemnifies, releases and defends Pacific Water from and against any losses, liabilities, claims, suits and costs caused by, or arising out of the way in which the Goods are packaged, if the Goods and packages or containers in which they are contained, are made in compliance with the Customer’s design or specification.

3.3 Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable for all payments of the Price.

3.4 Upon acceptance of these terms and conditions by the Customer the terms and conditions are binding and can only be amended with the written consent of Pacific Water .

3.5 The Customer shall give Pacific Water not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer or any change in the Customer’s name and/or any other change in the Customer’s details (including but not limited to, changes     in the Customer’s address, facsimile number, or business practice). The Customer shall be liable for any loss incurred by Pacific Water as a result of the Customer’s failure to comply with this clause.

3.6 Goods are supplied by Pacific Water only on the terms and conditions of trade herein to the exclusion of anything to the contrary in the terms of the Customer’s order notwithstanding that any such order is placed on terms that purport to override these terms and conditions     of trade.

 

4. Price and Payment

4.1 At Pacific Water ‘s sole discretion the Price shall be either:

4.2 as indicated on invoices provided by Pacific Water to the Customer in respect of Goods supplied; or

4.3 Pacific Water ‘s current price at the date of delivery of the Goods according to Pacific Water ‘s current Price list; or

4.4 Pacific Water ‘s quoted Price (subject to clause 4.2) which shall be binding upon Pacific Water provided that the Customer shall accept Pacific Water ‘s quotation in writing within thirty (30) days.

4.5 Pacific Water reserves the right to change the Price in the event of a variation to Pacific Water ‘s quotation. Any variation from the plan of scheduled works or specifications (including, but not limited to, any variation due to fluctuations in the currency exchange rate, or due to unforeseen circumstances) will be charged for on the basis of Pacific Water ‘s quotation and will be shown as variations on the invoice. Payment for all variations must be made in full at their time of completion.

4.6 Pacific Water may submit detailed progress payment claims in accordance with Pacific Water ‘s specified payment schedule. Such payment claims may include the reasonable value of authorised variations and the value of any materials delivered to the site but not yet installed.

4.7 At Pacific Water ‘s sole discretion a deposit may be required.

4.8 At Pacific Water ‘s sole discretion payment for approved Customers shall be due thirty (30) days following the end of the month in which a statement is posted to the Customer’s address or address for notices.

4.9 Time for payment for the Goods shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due seven (7) days following the date of the invoice.

4.10 Payment will be made by cash, or by cheque, or by bank cheque, or by credit card (plus a surcharge of up to one and a half percent (1.5%) of the Price), or by direct credit, or by any other method as agreed to between the Customer and Pacific Water .

4.11 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.

 

5. Delivery of Goods

5.1 At Pacific Water ‘s sole discretion delivery of the Goods shall take place when:

5.2 The Customer takes possession of the Goods at Pacific Water ‘s address; or

5.3 The Customer takes possession of the Goods at the Customer’s nominated address (in the event that the Goods are delivered by Pacific Water or Pacific Water ‘s nominated carrier).

5.4 At Pacific Water ‘s sole discretion the costs of delivery are:

5.4.1 in addition to the Price; or

5.4.2 for the Customer’s account.

5.5 Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this agreement.

5.6 Pacific Water may deliver the Goods by separate installments. Each separate installment shall be invoiced and paid in accordance with the provisions in these terms and conditions.

5.7 The failure of Pacific Water to deliver shall not entitle either party to treat this contract as repudiated.

5.8 Pacific Water shall not be liable for any loss or damage whatsoever due to failure by Pacific Water to deliver the Goods (or any of them) promptly or at all, where due to circumstances beyond the control of Pacific Water .

 

6. Risk

6.1 If Pacific Water retains ownership of the Goods nonetheless, all risk for the Goods passes to the Customer on delivery.

6.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, Pacific Water is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Pacific Water is sufficient evidence of Pacific Water ‘s rights to receive the insurance proceeds without the need for any person dealing with Pacific Water to make further enquiries.

6.3 Where the Customer expressly requests Pacific Water to leave Goods outside Pacific Water ‘s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Customer’s sole risk and it shall be the Customer’s responsibility to ensure the Goods are insured adequately or at all.

6.4 Where any trial equipment or loan equipment provided by Pacific Water to the customer  for a specified or non -specified time frame, Pacific Water reserves the right at any time, to request the equipment to be returned to Pacific Water, at the expense of the customer.   The customer is responsible to ensure the equipment is returned in an undamaged state, and will be responsible for any repairs and associated costs  to render the equipment back into a serviceable state.

 

7. Access

7.1 The Customer shall ensure that Pacific Water has clear and free access to the work site at all times to enable them to undertake the works.

7.2 Pacific Water shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of Pacific Water .

 

8. Underground Locations

8.1 Prior to Pacific Water commencing any work the Customer must advise Pacific Water of the precise location of all underground services on the site and clearly mark the same. The underground mains & services the Customer must identify include, but are not limited to, electrical services, gas services, sewer services, pumping services, sewer connections, sewer sludge mains, water mains, irrigation pipes, telephone cables, fibre optic cables, oil pumping mains, and any other services that may be on site.

8.2 Whilst Pacific Water will take all care to avoid damage to any underground services the Customer agrees to indemnify Pacific Water in respect of all and any liability claims, loss, damage, costs and fines as a result of damage to services not precisely located and notified as   per clause 8.1.

 

9.Title

9.1 Pacific Water and the Customer agree that ownership of the Goods shall not pass until:

9.1.1 the Customer has paid Pacific Water all amounts owing for the particular Goods; and

9.1.2 the Customer has met all other obligations due by the Customer to Pacific Water in respect of all contracts between Pacific Water and the Customer.

9.2 Receipt by Pacific Water of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then Pacific Water ‘s ownership or rights in respect of the Goods shall continue.

It is further agreed that:

9.3 Where practicable the Goods shall be kept separate and identifiable until Pacific Water shall have received payment and all other obligations of the Customer are met; and

9.4 Until such time as ownership of the Goods shall pass from Pacific Water to the Customer Pacific Water may give notice in writing to the Customer to return the Goods or any of them to Pacific Water . Upon such notice the rights of the Customer to obtain ownership or any other interest in the Goods shall cease; and

9.5 Pacific Water shall have the right of stopping the Goods in transit whether or not delivery has been made; and

9.5.1 If the Customer fails to return the Goods to Pacific Water then Pacific Water or Pacific Water ‘s agent may (as the invitee of the Customer) enter upon and into land and premises owned, occupied or used by the Customer, or any premises where the Goods are situated and take possession of the Goods; and

9.5.2 The Customer is only a bailee of the Goods and until such time as Pacific Water has received payment in full for the Goods then the Customer shall hold any proceeds from the sale or disposal of the Goods, up to and including the amount the Customer owes to Pacific Water for the Goods, on trust for Pacific Water ; and

9.6 The Customer shall not deal with the money of Pacific Water in any way which may be adverse to Pacific Water ; and

9.7 The Customer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of Pacific Water ; and

9.8 Pacific Water can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Customer; and

9.9 Until such time that ownership in the Goods passes to the Customer, if the Goods are converted into other products, the parties agree that Pacific Water will be the owner of the end products.

1O.     Personal Property Securities Act 2009 {“PPSA”)

In this clause:

10.1 Financing statement has the meaning given to it by the PPSA;

10.2 Financing change statement has the meaning given to it by the PPSA;

10.3 Security agreement means the security agreement under the PPSA created between the Customer and Pacific Water by these terms and conditions; and

10.4 Security interest has the meaning given to it by the PPSA.

10.5 Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that these terms and conditions:

10.5.1 constitute a security agreement for the purposes of the PPSA; and

10.5.2 create a security interest in:

10.6 All Goods previously supplied by Pacific Water to the Customer (if any);

10.7 All Goods that will be supplied in the future by Pacific Water to the Customer.

10.8 The Customer undertakes to:

10.8.1 Promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Pacific Water may reasonably require to:

10.8.2 Register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;

10.8.3 Register any other document required to be registered by the PPSA; or

10.8.4 Correct a defect in a statement referred to in clause 10.3

11. Indemnify, and upon demand reimburse, Pacific Water for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby;

12. Not register a financing change statement in respect of a security interest without the prior written consent of Pacific Water ;

13. Not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in favour of a third party without the prior written consent of Pacific Water ; and

14. Immediately advise Pacific Water of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.

15. Pacific Water and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.

16. The Customer hereby waives its rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.

17. The Customer waives its rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.

18. Unless otherwise agreed to in writing by Pacific Water , the Customer waives its right to receive a verification statement in accordance with section 157 of the PPSA.

19. The Customer shall unconditionally ratify any actions taken by Pacific Water under clauses 10.3 to 10.5.

 

11. Security and Charge

11.1 Despite anything to the contrary contained herein or any other rights which Pacific Water may have howsoever:

Where the Customer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Customer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to Pacific Water or Pacific Water ‘s nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Customer and/or the Guarantor acknowledge and agree that Pacific Water (or Pacific Water ‘s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met.

11.2 All prices exclude G.S.T. and are subject to change without notice. All items are sold according to Pacific Water Technologies’ Standard Terms & Conditions of sale.

11.3 Should Pacific Water elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Customer and/or Guarantor shall indemnify Pacific Water from and against all Pacific Water ‘s costs and disbursements including legal costs on a solicitor and own client basis.

11.4 The Customer and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint Pacific Water ‘s nominee as the Customer’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 11.1.

12. Defects

12.1 The Customer shall inspect the Goods on delivery and shall within seven (7) days of delivery (time being of the essence) notify Pacific Water of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote.

12.2 The Customer shall afford Pacific Water an opportunity to inspect the Goods within a reasonable time following delivery if the Customer believes the Goods are defective in any way.

12.3 If the Customer shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which Pacific Water has agreed in writing that the Customer is entitled to reject, Pacific Water ‘s liability is limited to either (at Pacific Water ‘s discretion) replacing the Goods or repairing the Goods except where the Customer has acquired Goods as a consumer within the meaning of the Trade Practices Act 1974 (CWlth) or the Fair Trading Acts of the relevant state or territories of Australia, and is therefore also entitled to, at the consumer’s discretion either a refund of the purchase price of the Goods, or repair of the Goods, or replacement of the Goods.

 

13. Returns

Returns will only be accepted provided that:

13.1 The Customer has complied with the provisions of clause 12.1; and

13.2 Pacific Water has agreed in writing to accept the return of the Goods; and

13.3 The Goods are returned at the Customer’s cost within fourteen (14) days of the delivery date; and

13.4 Pacific Water will not be liable for Goods which have not been stored or used in a proper manner; and the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.

13.5 Pacific Water may (at their sole discretion) accept the return of Goods for credit but this may incur a handling fee of up to thirty percent (30%) of the value of the returned Goods plus any freight costs.

13.6  Should Pacific Water  in writing agree to accept returned goods ,  a  credit note may be issued at the sole discretion  of  Pacific Water .    The  credit note   is only valid for 12 months from the date that the Goods were returned.

 

14. Warranty

14.1 Subject to the conditions of warranty set out in clause 14.3 Pacific Water warrants that if any defect in any workmanship of Pacific Water becomes apparent and is reported to Pacific Water within twelve (12) months of the date of delivery (time being of the essence) then Pacific Water will either (at Pacific Water ‘s sole discretion) replace or remedy the workmanship.

14.2 Subject to the conditions of warranty set out in clause 14.3 Pacific Water warrants that if any defect in any part(s) supplied by Pacific Water becomes apparent and is reported to Pacific Water within two (2) years of the date of delivery (time being of the essence) then Pacific Water will replace the defective part(s). This warranty does not include any labour costs for the replacement of the defective part all such costs shall be the Customer’s liability.

14.3 The conditions applicable to the warranty given by clause 14.1 and 14.2 are:

the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:

failure on the part of the Customer to properly maintain any Goods; or

failure on the part of the Customer to follow any instructions or guidelines provided by Pacific Water; or

any use of any Goods otherwise than for any application specified on a quote or order form; or

the continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or

fair wear and tear, any accident or act of God.

14.4 The warranty shall cease and Pacific Water shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without Pacific Water ‘s consent.

14.5 In respect of all claims Pacific Water shall not be liable to compensate the Customer for any delay in either replacing or remedying the workmanship or in properly assessing the Customer’s claim.

14.6 For Goods not manufactured by Pacific Water , the warranty shall be the current warranty provided by the manufacturer of the Goods. Pacific Water shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.

14.7 In respect of the supply of  filtration equipment the customer will be responsible to provide the appropriate feed water conditions as specified by Pacific Water or their agents.   For membrane filtration equipment, it is the responsibility of the customer to supply the feed water within the specified parameters, that include a  silt density index( SDI) of less than 3 and a Langelier Saturation Index( LSI) of less than 1 .   Pacific Water does not accept any responsibilities in any failures or under performance , if these conditions are not met.

 

15. No Implied Service

The Buyer acknowledges and agrees that except as required by law this contract shall not entitle the Buyer to demand and receive from Pacific Water any site inspection or service of the Goods supplied, delivered and/or installed (if applicable). If the Buyer does require Pacific Water to provide such Services in relation to the Goods supplied under this contract then the Buyer shall arrange with Pacific Water to enter into a separate agreement in respect of the same. In the event that no separate agreement in relation to such Services is required by the Buyer, then the Buyer acknowledges and agrees that in the event of the Goods supplied requiring to be serviced or inspected due to breakdown or otherwise, then the Buyer shall rely solely on any benefit in respect of the same provided by the manufacturer (refer clause 14.4).

 

16. Intellectual Property

16.1 Where Pacific Water has designed, drawn or written Goods for the Customer, then the copyright in those designs and drawings and documents shall remain vested in Pacific Water , and shall only be used by the Customer at Pacific Water ‘s discretion.

16.2 The Customer warrants that all designs or instructions to Pacific Water will not cause Pacific Water to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify Pacific Water against any action taken by a third party against Pacific Water in respect of any such infringement.

16.3 The Customer agrees that Pacific Water may use any documents, designs, drawings or Goods created by Pacific Water for the purposes of advertising, marketing, or entry into any competition.

17. Default and Consequences of Default

17.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Pacific Water ‘s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

17.2 In the event that the Customer’s payment is dishonoured for any reason the Customer shall be liable for any dishonour fees incurred by Pacific Water .

17.3 If the Customer defaults in payment of any invoice when due, the Customer shall indemnify Pacific Water from and against all costs and disbursements incurred by Pacific Water in pursuing the debt including legal costs on a solicitor and own client basis and Pacific Water ‘s collection agency costs.

17.4 Without prejudice to any other remedies Pacific Water may have, if at any time the Customer is in breach of any obligation (including those relating to payment) Pacific Water may suspend or terminate the supply of Goods to the Customer and any of its other obligations under the terms and conditions. Pacific Water will not be liable to the Customer for any loss or damage the Customer suffers because Pacific Water has exercised its rights under this clause.

 

17.5 If any account remains overdue after fourteen  days (14) days then an amount of  twenty percent (20%) of the amount overdue (up to a maximum of  five hundred  dollars ($500.00)) shall be levied for administration fees which sum shall become immediately due and payable.

18.Costs of Recovery

18.1 The debtor/s shall pay for all costs actually incurred by Pacific Water  in the recovery of any monies owed under this Agreement including recovery agent costs, repossession costs, location search costs, process server costs and solicitor costs on a solicitor/client basis.

18.2 Without prejudice to Pacific Water ‘s other remedies at law Pacific Water shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to Pacific Water shall, whether or not due for payment, become immediately payable in the event that:

18.3 Any money payable to Pacific Water becomes overdue, or in Pacific Water ‘s opinion the Customer will be unable to meet its payments as they fall due; or

The Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or

a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

19. Compliance with Laws

19.1 The Customer and Pacific Water shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the works.

19.2 The Customer shall obtain (at the expense of the Customer) all licenses and approvals that may be required for the works.

19.3 The Customer agrees that the site will comply with any occupational health and safety laws relating to building/construction sites and any other relevant safety standards or legislation.

20.Cancellation

20.1 Pacific Water may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Customer. On giving such notice Pacific Water shall repay to the Customer any sums paid in respect of the Price. Pacific Water shall not be liable for any loss or damage whatsoever arising from such cancellation.

20.2 In the event that the Customer cancels delivery of Goods the Customer shall be liable for any loss incurred by Pacific Water (including, but not limited to, any loss of profits) up to the time of cancellation.

20.3 Cancellation of orders for Goods made to the Customer’s specifications or non-stocklist items will definitely not be accepted, once production has commenced.

21.     Privacy Act 1988

21.1.The Customer and/or the Guarantor/s (herein referred to as the Customer) agree for Pacific Water to obtain from a credit reporting agency a credit report containing personal credit information about the Customer in relation to credit provided by Pacific Water .

21.2 The Customer agrees that Pacific Water may exchange information about the Customer with those credit providers either named as trade referees by the Customer or named in a consumer credit report issued by a credit reporting agency for the following purposes:

to assess an application by the Customer; and/or

to notify other credit providers of a default by the Customer; and/or

to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit providers; and/or

to assess the creditworthiness of the Customer.

21.3 The Customer understands that the information exchanged can include anything about the Customer’s creditworthiness, credit standing, credit history or credit capacity that credit providers are allowed to exchange under the Privacy Act 1988.

21.4 The Customer consents to Pacific Water being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).

21.5 The Customer agrees that personal credit information provided may be used and retained by Pacific Water for the following purposes (and for other purposes as shall be agreed between the Customer and Pacific Water or required by law from time to time):

the provision of Goods; and/or

the marketing of Goods by Pacific Water , its agents or distributors; and/or

analysing, verifying and/or checking the Customer’s credit, payment and/or status in relation to the provision of Goods; and/or

processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Customer; and/or

enabling the daily operation of Customer’s account and/or the collection of amounts outstanding in the Customer’s account in relation to the Goods.

21.6 Pacific Water may give information about the Customer to a credit reporting agency for the following purposes:

to obtain a consumer credit report about the Customer;

allow the credit reporting agency to create or maintain a credit information file containing information about the Customer.

21.7 The information given to the credit reporting agency may include:

personal particulars (the Customer’s name, sex, address, previous addresses, date of birth, name of employer and driver’s licence number;

details concerning the Customer’s application for credit or commercial credit and the amount requested;

advice that Pacific Water is a current credit provider to the Customer

advice of any overdue accounts, loan repayments, and/or any outstanding monies owing which are overdue by more than sixty (60) days, and for which debt collection action has been started;

that the Customer’s overdue accounts, loan repayments and/or any outstanding monies are no longer overdue in respect of any default that has been listed;

information that, in the opinion of Pacific Water , the Customer has committed a serious credit infringement (that is, fraudulently or shown an intention not to comply with the Customers credit obligations);

advice that cheques drawn by the Customer for one hundred dollars ($100) or more, have been dishonoured more than once;

that credit provided to the Customer by Pacific Water has been paid or otherwise discharged.

21.8 Building and Construction Industry Security of Payment Act 2002

At Pacific Water ‘s sole discretion, if there are any disputes or claims for unpaid Goods and/or Services then the provisions of the Building and Construction Industry Security of Payment Act 2002 may apply.

Nothing in this agreement is intended to have the affect of contracting out of any applicable provisions of the Building and Construction Industry Security of Payment Act 2002 of Victoria, except to the extent permitted by the Act where applicable.

22. General

22.1 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.

22.2 If any provisions of these terms and conditions are inconsistent with the PPSA, the PPSA shall prevail to the extent of that inconsistency.

22.3 These terms and conditions and any contract to which they apply shall be governed by the laws of the State in which the sale was made and are subject to the jurisdiction of the courts of that same State.

22.4 Pacific Water shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by Pacific Water of these terms and conditions, or arising out of a malfunction or failure of the Goods.

22.5 In the event of any breach of this contract by Pacific Water the remedies of the Customer shall be limited to damages which under no circumstances shall exceed the Price of the Goods.

22.6 The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by Pacific Water nor to withhold payment of any invoice because part of that invoice is in dispute.

22.7 Pacific Water may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.

22.8 The Customer agrees that Pacific Water may review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which Pacific Water notifies the Customer of such change. The Customer shall be under no obligation to accept such changes except where Pacific Water supplies further Goods to the Customer and the Customer accepts such Goods.

22.9 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.

22.10 The failure by Pacific Water to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Pacific Water ‘s right to subsequently enforce that provision.

Privacy Policy

Pacific Water Technology is committed to providing you with the best possible customer service experience. Pacific Water Technology is bound by the Privacy Act 1988 (Crh), which sets out a number of principles concerning the privacy of individuals.

Collection of your personal information

There are many aspects of the site which can be viewed without providing personal information, however, for access to future Pacific Water Technology customer support features you are required to submit personally identifiable information. This may include but not limited to a unique username and password, or provide sensitive information in the recovery of your lost password.

Sharing of your personal information

We may occasionally hire other companies to provide services on our behalf, including but not limited to handling customer support enquiries, processing transactions or customer freight shipping. Those companies will be permitted to obtain only the personal information they need to deliver the service. Pacific Water Technology takes reasonable steps to ensure that these organisations are bound by confidentiality and privacy obligations in relation to the protection of your personal information.

Use of your personal information

For each visitor to reach the site, we expressively collect the following non-personally identifiable information, including but not limited to browser type, version and language, operating system, pages viewed while browsing the Site, page access times and referring website address. This collected information is used solely internally for the purpose of gauging visitor traffic, trends and delivering personalized content to you while you are at this Site.

From time to time, we may use customer information for new, unanticipated uses not previously disclosed in our privacy notice. If our information practices change at some time in the future we will use for these new purposes only, data collected from the time of the policy change forward will adhere to our updated practices.

Changes to this Privacy Policy

Pacific Water Technology reserves the right to make amendments to this Privacy Policy at any time. If you have objections to the Privacy Policy, you should not access or use the Site.

Accessing Your Personal Information

You have a right to access your personal information, subject to exceptions allowed by law. If you would like to do so, please let us know. You may be required to put your request in writing for security reasons. Pacific Water Technology reserves the right to charge a fee for searching for, and providing access to, your information on a per request basis.

Contacting us

Pacific Water Technology welcomes your comments regarding this Privacy Policy. If you have any questions about this Privacy Policy and would like further information, please contact us by any of the following means during business hours Monday to Friday.

Call: 1300 CLEANWATER

Shipping Policies

Where We Deliver

We will deliver to most addresses within Australia, and also to most international locations (Conditions apply). We require a street address for delivery – unfortunately we cannot deliver to a P.O. Box. Some remote locations cannot be serviced, however our carrier may be able to deliver the goods to a depot where you can collect your products.

The locations we can deliver to may change from time-to-time. Please call our Customer Service Centre to find out if we deliver to your location.


How and When We Deliver

All deliveries are made 8.30am to 5.00pm Monday to Friday by PACIFIC WATER TECHNOLOGY ‘s chosen carrier. For orders placed before 4.00pm on a weekday, please allow for some lead time and confirmation of dispatch:

  • 3-5 working days for delivery to a capital city in any State;
  • 7-14 working days for delivery to most large regional towns; and
  • 7-14 working days for delivery to other remote locations.
  • 14-28 working days for overseas deliveries- economy shipping ( express shipping available)

During peak periods (Easter, Xmas ), the delivery may take up to 14 working days.

Please note that these delivery times are estimates only, and actual delivery times may vary. Large items (such as commercial filters) require extra handling and may take longer to transport. Items may be delivered to you individually and/or separately by different couriers and transport agencies.

For large items, the courier will attempt to contact you to arrange a delivery time using the contact details provided by you.We are not responsible for any late delivery or failure to deliver due to circumstances beyond our reasonable control.

You should receive an email confirming your order shortly after you’ve placed it. If you don’t receive that email, please check your spam folder and see if you can locate it. This is especially important because, if you haven’t received the order confirmation email, you also won’t receive the email with your shipment notification and tracking information.

If you are offered insurance, but do not accept it, we cannot be held responsible for damaged, lost, or stolen packages.

Some larger items including large filters may be shipped partially disassembled in order to reduce the risk of damage during transit, and also reduce the overall shipping rate.


International Shipments

PACIFIC WATER TECHNOLOGY does ship internationally with a few exceptions. Please note that you, the buyer, are responsible for any GST, VAT, tariff, duty, taxes, handling fees, customs clearance charges, etc. required by your country for importing consumer goods. We do not collect this beforehand, and can’t give you an estimate of the cost, because it varies widely around the world. Please do your research so you’re ready to get your package cleared through customs, and have an idea of what the additional cost will be.

For larger items weighing above 10 kg , please contact us via email or websitelink as we may be able to find more economical shipping methods. For the time being we do not ship items to overseas destinations exceeding 30 kg.


Acceptance of Delivery

Deliveries must be signed for, and anyone at the delivery address who receives the products shall be presumed by Pacific Water Technology to be authorised to receive the products.

Unfortunately Pacific Water Technology and its carriers are unable to provide an estimate of the delivery time. If you are unsure if you will be available at the delivery address during the delivery hours, we recommend nominating a work address or address of a family member who will be present during the delivery hours. In the instance someone is not able to sign for your delivery, Pacific Water Technology’s carrier will leave a card. When delivered by Australia Post you will need to collect your delivery from the closest Post Office. Any other carrier you will need to contact them directly to make alternative delivery arrangements, which may include a re-delivery fee charged by Pacific Water Technology if re-delivery is required.

Please note that risk for loss or damaged product passes to the customer upon delivery of the product(s) by the courier.


No Shipping Days

PACIFIC WATER TECHNOLOGY will be closed on the the following days in 2014. No orders will ship these days because the postal services don’t show up at our doorstep, but you can still order through the website as usual.

Queensland

  • New Year’s Day – Wednesday 1 January
  • Australia Day – Monday 27 January*
  • Good Friday – Friday 18 April
  • Easter Saturday – Saturday 19 April
  • Easter Monday – Monday 21 April
  • Anzac Day – Friday 25 April
  • Queen’s Birthday – Monday 9 June
  • Royal Queensland Show – Brisbane Area Only – Wednesday 13 August
  • Labour Day – Monday 6 October
  • G20 Summit Holiday – Brisbane City Council Area Only – Friday 14 November
  • Christmas Day – Thursday 25 December
  • Boxing Day – Friday 26 December

* substitute for Sunday 26 January

Terms of Trade

Pacific Water Technology Pty Ltd (ACN 166 795 437)

1. Interpretation and Construction

1.1 Definitions In these Terms of Trade (Terms), unless the context requires otherwise, the following words have the following meanings:

Customer means any person, organisation, or other entity that has requested the supply of Goods from PWT as stated on any invoice, order, or document.

Goods means all Goods available for sale or supplied by PWT to the Customer (and where the context so permits shall include any supply of Services) and are as described on any invoice, quotation, work authorisation or any other form as provided by PWT to the Customer.

Guarantor means that person (or persons) who agrees to be liable for the debts of the Customer on a principal debtor basis.

Intellectual Property means all processes, procedures, methodologies, techniques and / or inventions whether registered trademarks, designs, patents or not registered.

Order means any order made by the Customer from PWT for the supply of Goods.

Quotation means any quotation issued by PWT to the Customer for the supply of Goods.

Price means the price payable for the supply of Goods in accordance with Clause 4.

PWT means Pacific Water Technology Pty Ltd (ACN 166 795 437), its successors and assigns or any person acting on behalf of and with the authority of PWT.

Services means all Goods supplied by PWT to the Customer and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).

Terms means these Terms of Trade which apply to any supply of Goods by PWT to the Customer.

1.2 Construction (a) a reference to these Terms or another agreement between the parties includes and variation or replacement; (b) the singular includes the plural and vice versa; (c) a masculine includes the feminine and neuter and vice versa; (d) a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes, employees, agents, and permitted assigns; (e) an obligation, agreement, representation, or warranty on the part of, on in favour of, two persons binds and / or is for the benefit of them jointly and severally; (f) a reference to anything is a refence to the whole or any part of it; and (g) references to parties or clauses are, unless otherwise stated, references to the parties and clauses contained in these Terms.

2. Supply of Goods

2.1 PWT may issue a Quotation upon the Customer’s request or otherwise accept an Order for the supply of Goods from the Customer.

2.2 Any Quotation issued by PWT remains open for acceptance from the time stated on the Quotation or otherwise for thirty (30) days unless withdrawn earlier. All Quotations are estimates only and are subject to withdrawal, correction or alteration at any time prior to PWT’s acceptance of the Customer’s request. All amounts and prices stated on the Quotation are as at the date of the Quotation.

2.3 PWT may specify a minimum order value and impose a surcharge if an Order is for a value of less than the minimum order value.

2.4 An Order shall identify the Goods or Services ordered and the quantity required and refer to any Quotation pursuant to which the Order is made.

2.5 PWT may supply and the Customer must accept Goods which vary from the Goods ordered by the Customer so long as such variations are not material. Any variation of an Order requested by the Customer is only accepted if PWT agrees in writing.

2.6 PWT may cancel or terminate any Order at any time without cause, in PWT’s absolute discretion and in that event, PWT shall repay the Customer any money paid by the Customer and PWT is not liable for any loss or damages in any respect arising from any cancellation.

2.7 PWT reserves the right, whether or not an Order has been accepted and without notice to the Customer to withhold supply to the Customer and will not be liable for loss or damage resulting directly or indirectly from such action, including if the services cannot be rendered for any reason whatsoever, if the Customer is in default of these Terms or if PWT has determined in its absolute discretion that credit should no longer be extended to the Customer.

2.8 If the Customer cancels and Order, the Customer remains liable and shall indemnify and keep indemnified PWT for any and all loss is suffered (whether direct or indirect) by PWT as a direct result of the cancellation (including but not limited to loss of profits).

3. Acceptance

3.1 The Customer acknowledges these Terms apply to any Quotation or Order or other supply of Goods and the Customer accepts the Terms without amendment and agrees to be bound by them.

3.2 The Customer agrees that the Terms apply over any other document or agreement to the extent of any inconsistency.

3.3 If the Customer is the trustee of a trust, then in addition to that entity the trustee agrees to bind all trusts of which the entity is a trustee from time to time.

4. Price and Payment

4.1 The Price is the price determined by PWT in its absolute discretion, the price in accordance with the Quotation, the price on any invoices rendered by PWT, or the price as at the date of supply. The Customer agrees if there is any change to the exchange rates or labour or any other amount used to calculate the Price then the Customer shall be liable for the increase and the increase forms part of the Price.

4.2 At PWT’s sole discretion, a non-refundable deposit may be required to be paid by the Customer.

4.3 Unless stated otherwise, time for payment is of the essence and will be payable as nominated by PWT and may be altered or revoked at any time without notice to the Customer, either on or before the delivery of the Goods, seven (7) days following the date of the invoice.

4.4 Payment will be made by cash, or by cheque, or by bank cheque, or by credit card (plus a surcharge of up to one and a half percent (1.5%) of the Price), or by direct credit, or by PayPal, or by AfterPay, or by any other method as agreed to between the Customer and PWT.

4.5 Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable for all payments of the Price.

4.6 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.

4.7 The Customer acknowledges that if PWT provides credit terms then any credit is applied wholly or predominantly for business purposes.

4.8 The grant of any credit facility is in the absolute discretion of PWT. PWT may vary, withdraw, or suspend and credit facility at any time and without liability to the Customer or any other party. The Customer agrees that if payment is outstanding to PWT, then the amount is immediately due and payable by the Customer.

5. Unpaid Invoices, Interest and Costs

5.1 If invoices or monies outstanding are not paid in full by the due date for payment, interest on the unpaid amount to be accrued daily from the date when payment becomes due until the date of payment at the rate of 10 per cent per annum.

5.2 If any invoice remains overdue after fourteen (14) days, an amount of twenty percent (20%) of the amount overdue (up to a maximum of five hundred dollars ($500.00)) shall be levied for administration fees which sum shall become immediately due and payable.

5.3 The Customer is not entitled to set off, deduct or otherwise withhold payment of any amount due and owing to PWT including where the Customer has disputed the invoice or alleged amounts are owed or will become owing by PWT to the Customer.

5.4 The Customer is liable for all costs and disbursements incurred by PWT or its appointed agents in recovering payment of any outstanding invoice or in enforcing its rights under these Terms, including, but not limited to, legal costs determined on a solicitor/own client basis, mercantile agents’ costs or commission and bank dishonour fees.

5.5 PWT is entitled to retain any goods or other documents held on the Customer’s behalf pending payment of any outstanding monies by the Customer.

5.6 Without prejudice to any other remedies PWT may have, if at any time the Customer is in breach of any obligation (including those relating to payment), PWT may suspend of terminate the supply of Goods to the Customer. PWT will not be liable to the Customer for any loss or damage the Customer suffers because PWT has exercised its rights under this clause.

6. Title

6.1 PWT and the Customer agree that ownership of the Goods shall not pass until the Customer has paid PWT all amounts owing for the particular Goods, and the Customer has met all other obligations due by the Customer to PWT in respect of all contracts between PWT and the Customer.

6.2 Receipt by PWT of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then PWT‘s ownership or rights in respect of the Goods shall continue.

6.3 It is further agreed that where practicable the Goods shall be kept separate and identifiable until PWT shall have received payment and all other obligations of the Customer are met, and until such time as ownership of the Goods shall pass from PWT to the Customer, PWT may give notice in writing to the Customer to return the Goods or any of them to PWT. Upon such notice the rights of the Customer to obtain ownership or any other interest in the Goods shall cease.

6.4 PWT shall have the right of stopping the Goods in transit whether or not delivery has been made.

6.5 If the Customer fails to return the Goods to PWT then PWT or PWT‘s agent may (as the invitee of the Customer) enter upon and into land and premises owned, occupied or used by the Customer, or any premises where the Goods are situated and take possession of the Goods.

6.6 The Customer is only a bailee of the Goods and until such time as PWT has received payment in full for the Goods then the Customer shall hold any proceeds from the sale or disposal of the Goods, up to and including the amount the Customer owes to PWT for the Goods, on trust for PWT

6.7 The Customer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of PWT.

6.8 PWT can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Customer.

6.9 Until such time that ownership in the Goods passes to the Customer, if the Goods are converted into other products, the parties agree that PWT will be the owner of the end products.

7. Risk

7.1 If PWT retains ownership of the Goods nonetheless, all risk for the Goods passes to the Customer on delivery.

7.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, PWT is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by PWT is sufficient evidence of Pacific Water ‘s rights to receive the insurance proceeds without the need for any person dealing with PWT to make further enquiries.

7.3 Where the Customer expressly requests PWT to leave Goods outside PWT‘s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Customer’s sole risk and it shall be the Customer’s responsibility to ensure the Goods are insured adequately or at all.

8. Delivery

8.1 PWT accepts no responsibility or duty to deliver but may arrange delivery by such means and in such packaging as PWT shall determine in its discretion and without liability at the Customer’s cost and risk and to the address nominated by the Customer on the following basis: (a) the Customer shall pay all freight and other charges associated with the delivery and delivery may be made in instalments in PWT’s discretion; (b) if the Customer has provided reasonable notice of its specific requirements, PWT shall make reasonable endeavours to meet those requirements and achieve delivery on or about that date, subject to PWT’s delivery schedule from time to time; (c) the Customer must take delivery of the goods whenever the goods are tendered for delivery and the Customer shall be present at the agreed place and time for delivery. If not present, PWT may in its sole discretion, unload the goods at that place and in which case the goods will be at the sole risk of the Customer and PWT will not be responsible for any claims, costs or losses; (d) PWT does not represent that the goods will be available on that date and any date given for delivery is an estimate only and in the event that PWT is unable to deliver the goods on that date, it shall not be liable for any loss (including consequential loss) for any failure or a delay in delivery. PWT is not liable for any amount payable by the Customer to a third party as a result of a failure or delay in delivery by PWT due to any cause whatsoever; and (e) PWT may charge the Customer for frustrated delivery including where the Customer is unable to take delivery of the goods as arranged for an amount equal to PWT’s reasonable costs.

8.2 All the goods shall be paid for prior to delivery, irrespective of whether delivery is a part of the Price. In PWT’s discretion, the cost of delivery may be included in the Price or may be charged in addition to the Price.

9. Warranties

9.1 The Customer warrants that it has the power to enter into this agreement, is solvent and able to pay its debts as and when they fall due, and this agreement creates a binding and legal obligation, and all information provided to PWT by the Customer is true and correct in all material respects.

9.2 To the extent permitted by law, PWT does not provide any warranty in the goods. The only warranties in relation to the goods are warranties provided by the manufacturer and not PWT and to the extent that the rights in any manufacturer’s warranties are required to be assigned to the Customer, the manufacturer’s warranties are assigned, and title of those warranties passes with the Goods. PWT is not liable to the extent that any manufacturer is liable under a manufacturer’s warranty, unless required by law.

9.3 PWT expressly denies and excludes any warranties or conditions which would otherwise be implied to the maximum extent possible by law including but not limited to merchantable quality, suitability, fitness of purpose, quality, suitability, or otherwise. The Seller acknowledges that these Terms do not exclude any statutory warranties which may be implied pursuant to the Competition and Consumer Act 2010 (Cth).

9.4 The Customer acknowledges and agrees that: (a) the Customer shall rely on its own knowledge and expertise with respect of the purpose of the goods and any advice or assistance given by or on behalf of PWT shall be accepted at the Customer’s risk and shall not be deemed to have been given as an expert or adviser or be otherwise relied on by the Customer; and (b) PWT shall not be liable nor responsible for any failure to comply with any requirements of the Customer or any other person (whether relating to manufacture, design, fabrication, installation and/or any other particulars provided with respect to the intended use of any goods or otherwise) which are not precisely and accurately communicated in writing to the Seller prior to agreement for supply of goods and/or services.

9.5 In respect of the supply of filtration equipment the Customer will be responsible to provide the appropriate feed water conditions as specified by PWT or its agents. For membrane filtration equipment, it is the responsibility of the Customer to supply the feed water within the specified parameters, that include a silt density index (SDI) of less than 3 and a Langelier Saturation Index (LSI) of less than 1. PWT does not accept any responsibilities in any failures or under performance if these conditions are not met.

10. Defects and Return of Goods

10.1 The Customer shall inspect the Goods on delivery and shall within seven (7) days of delivery (time being of the essence) notify PWT of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote.

10.2 The Customer shall afford PWT an opportunity to inspect the Goods within a reasonable time following delivery if the Customer believes the Goods are defective in any way.

10.3 If the Customer shall fail to comply with these provisions, the Goods shall be presumed to be free from any defect or damage.

10.4 Returns will only be accepted provided that: (a) the Customer has complied with the provisions of clause 12.1; (b) PWT has agreed in writing to accept the return of the Goods; (c) the Goods are returned at the Customer’s cost within fourteen (14) days of the delivery date; (d) PWT will not be liable for Goods which have not been stored or used in a proper manner; and (e) the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.

10.5 PWT may, at its sole discretion, accept the return of Goods for credit but this may incur a handling fee of up to thirty percent (30%) of the value of the returned Goods plus any freight costs.

10.6 Should PWT agree in writing to accept returned goods, a credit note may be issued at the sole discretion of PWT. The credit note is only valid for twelve (12) months from the date that the Goods were returned.

11. Release and Indemnity

11.1 The Customer hereby releases and indemnifies and agrees to keep PWT indemnified from any and all costs, damages, liabilities, expenses or losses including indirect, consequential losses (including but not limited to loss of profit), that PWT may incur in relation to the Customer or any third party, where the cost, damage, liability, expense or loss is caused by or contributed to by the goods supplied or services performed, any defect or fault in workmanship or design or their use, a breach of these Terms or for any other reason whatsoever.

12. Limitation of Liability

12.1 The Customer agrees, to the fullest extent possible by law, in relation to any cost, damage, liability, expense or loss (including those contributed or cause by PWT’s negligence or breach of any condition or warranty), if the Customer is not a consumer pursuant to the Competition and Consumer Act 2010 (Cth), to limit any claim made to the PWT, in PWT’s absolute discretion to: the value of any express warranty provided by PWT to the Customer or any warranty to which the Customer is entitled; replacement of the Goods and/or the supply of equivalent Goods; repair of the Goods; repay the purchase price in the event that then payment has been received from the Customer; or payment of the cost of replacing, repairing or acquiring equivalent Goods. In no circumstances shall PWT be liable for any amount in excess of the Price.

12.2 If PWT is required to replace the goods or remedy the services pursuant to the Competition and Consumer Act 2010 (Cth) but cannot do so for any reason whatsoever, PWT may refund the Price, if the Price has been paid by the Customer.

12.3 The Customer specifically agrees that PWT is not responsible for any damages caused either to the Goods supplied or as a result of the malfunction of the Goods in the event that such Goods are in any way adapted to a use to which are they are not specifically intended or the Goods have added to or have been added to components or placed in a container which is not recommended or approved by the manufacturer or supplier of the Goods.

12.4 PWT shall not be liable for any damages for personal injury or death, any damage to property and/or any contingent, consequential, direct, indirect, special or punitive damages whether due to negligent act or omission of PWT or its employees or agents or otherwise and the Customer acknowledges this limitation of liability and agrees to limit any claim accordingly.

12.5 No other term, condition, agreement, warranty, representation and/or understanding whether express or implied, in any extending to, otherwise relating to or binding upon PWT other than these Terms is made or given by or on behalf of PWT.

12.6 Notwithstanding anything in this clause 12, a Customer shall not be entitled to make any claim upon PWT whatsoever if any amounts are outstanding from the Customer to the Seller.

13. Intellectual Property

13.1 Where PWT has designed, drawn or written Goods for the Customer, then the copyright in those designs and drawings and documents shall remain vested in PWT, and shall only be used by the Customer at PWT‘s discretion.

13.2 The Customer warrants that all designs or instructions to PWT will not cause PWT to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify PWT against any action taken by a third party against PWT in respect of any such infringement.

13.3 The Customer agrees that PWT may use any documents, designs, drawings or Goods created by PWT for the purposes of advertising, marketing, or entry into any competition.

14. Security and Charge

14.1 Despite anything to the contrary contained herein or any other rights which PWT may have howsoever, where the Customer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Customer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to PWT or PWT‘s nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Customer and/or the Guarantor acknowledge and agree that PWT (or PWT‘s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met.

14.2 Should PWT elect to proceed in any manner in accordance with this clause and/or its subclauses, the Customer and/or Guarantor shall indemnify PWT from and against all PWT‘s costs and disbursements including legal costs on a solicitor / client on the indemnity basis.

14.4 The Customer and/or the Guarantor (if any) agree to irrevocably nominate and appoint PWT‘s nominee as the Customer’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 14.1.

15. PPSA

15.1 Defined terms in this clause 15 have the same meaning as given to them in the Personal Property Securities Act 2009 (Cth) (PPSA).

15.2 PWT and the Customer acknowledge that this agreement constitutes a Security Agreement and constitutes a Purchase Money Security Interest (PMSI) in favour of PWT over the Goods supplied or to be supplied to the Customer, as Grantor, pursuant to these Terms.

15.3 PWT and the Customer acknowledge that PWT, as Secured Party, is entitled to register its interest in the goods supplied or to be supplied to Customer, as Grantor, under this agreement on the Personal Properties Securities Register as collateral by registering a financing statement or financing change statement.

15.4 The Customer expressly waives its right to receive notification of or a copy of any verification statement with respect to the registration of a financing statement or a financing change statement relating to a security interest granted by the Customer to PWT.

15.5 The Customer agrees to indemnify PWT on demand for all costs and expenses, including legal costs and expenses on a solicitor and client basis, associated with the registration, amendment or discharge of any financing statement registered by or on behalf of PWT or the enforcement or attempted enforcement of any security interest granted to PWT by the Customer.

15.6 If the Customer is in default of its obligations and PWT takes possession of any goods pursuant to its security interest, the Customer remains liable for the difference between the market value of the goods at the time they are sold by PWT and the among of the Customer’s obligations for which it is in default.

15.7 The Customer agrees and undertakes to immediately notify PWT of any change to its name, address or personal details and authorises PWT to register a financing change statement without prior consent of the Customer.

15.8 The Customer agrees and undertakes not to agree, encourage or in any way allow another person or entity to register a financing statement without the prior written consent of PWT and the Customer shall provide written notice to PWT upon becoming aware that of any other person or entity are taking steps to register a security interest with respect to the Customer.

15.9 The Customer agrees that to the maximum extent permitted by law, sections 130, 142 and 143 of the PPSA will not apply.

15.10 The Customer agrees, to the extent possible under law permitted by law to waive the following rights under the PPSA: receipt of a verification statement pursuant to section 157 and a statement of account where there is no disposal pursuant to section 130(4) or pursuant to section 132 where there is a disposal; to recover any proceeds pursuant to section 140; to object to the purchase of the collateral by the secured party pursuant to section 129; to receive notice of an intention to seize collateral pursuant to section 123; to receive notice of disposal of collateral pursuant to section 130; to receive notice of retention of Collateral pursuant to section 134 or to object to that notice pursuant to section 137; to redeem Collateral pursuant to section 142; to reinstate a security agreement pursuant to section 143; to receive a notice of removal of accession under section 95; and any other right in favour of the Customer that can be lawfully contracted out of pursuant to section 115 of the PPSA which shall not apply to these Terms or any security.

16. Statement of Debt

16.1 A certificate signed by a director, secretary, financial controller, credit manager or any other authorised person of PWT shall be prima facie evidence of the indebtedness of the Customer to PWT.

17. Privacy and Credit Information

17.1 The Customer irrevocably authorises PWT to make enquiries, exchange, collect and use a Customer’s personal information including credit information and information relating to property, business or other solvency matter from time to time as the Seller may deem necessary which may include enquiries with persons nominated as trade references, financiers, any other credit provider, credit reporting bodies, any government department and/or any similar or other organisation (Information Provider) for the following purposes: (a) obtaining information on the credit position of the Customer; (b) investigating the credit worthiness of the Customer in relation to the credit to be provided by PWT; marketing purposes (unless the Customer has notified PWT it wishes to opt out of direct marketing); (c) to allow PWT to provide a credit facility for the supply of goods and/or services to the Customer; to notify the credit provider of a default by the Customer; (d) and to a credit reporting body to obtain a credit report or to permit a credit reporting body to maintain or update the Customer’s credit file.

17.2 The Customer acknowledges that the information exchanged under clause 17.1 may include any information in relation to the Customer’s creditworthiness or credit history.

17.3 The Customer consent and irrevocably authorises the Information Provider to disclose any information about the Customer in their possession to PWT; PWT may use any information which it holds for the purposes listed in clause 17.1; and may disclose any of the Customers’ personal information to any interested person (including overseas third parties) for any purpose listed in clause 17.1, to the extent permitted by the Privacy Act 1988 (Cth) and the Australian National Privacy Principles (if applicable).

17.4 To the maximum extent permitted by law, the Customer agrees (unless the Customer otherwise withdraws consent), to waive all rights under the Privacy Act 1988 (Cth).

18. Act of Insolvency

18.1 Without prejudice to any other remedies available to PWT, if the Customer becomes insolvent or appoints an administrator, receiver, receiver and manager, liquidator or trustee in bankruptcy or is in breach of any these Terms (including any term for payment), all monies become immediately due and owing to PWT and PWT may immediately: (a) terminate or suspend supply of Goods; (b) retain all monies paid and/or take immediate possession of Goods which have not been paid for; (c) cease all future deliveries; (d) cancel all or any part of any order unfilled; and/or (e) recover from the Customer any loss of profits arising from the Customer’s default.

18.2 If PWT exercises its rights pursuant to clause

18.1, it is not liable to the Customer for any consequential loss or damages suffered by the Customer.

19. Customer Restructure

19.1 The Customer shall provide written notice to PWT of any change to its structure or management including change of director, shareholder, partnership, trusteeship or management or its details (including changes to its name or address). If the Customer fails to comply then the Customer agrees to indemnity PWT from any resulting loss.

20. Access

20.1 The Customer shall ensure that PWT has always clear and free access to the work site to enable them to undertake the works.

20.2 PWT shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of PWT.

21. Underground Locations

21.1 Prior to PWT commencing any work the Customer must advise PWT of the precise location of all underground services on the site and clearly mark the same. The underground mains & services the Customer must identify include, but are not limited to, electrical services, gas services, sewer services, pumping services, sewer connections, sewer sludge mains, water mains, irrigation pipes, telephone cables, fibre optic cables, oil pumping mains, and any other services that may be on site.

21.2 Whilst PWT will take all care to avoid damage to any underground services the Customer agrees to indemnify PWT in respect of all and any liability claims, loss, damage, costs and fines as a result of damage to services not precisely located and notified regardless of clause 8.1.

22. No Implied Service

22.1 The Customer acknowledges and agrees that, except as required by law, this contract shall not entitle the Customer to demand and receive from PWT any site inspection or service of the Goods supplied, delivered and/or installed (if applicable). If the Customer does require PWT to provide such Services in relation to the Goods supplied under this contract, then the Customer shall arrange with PWT to enter into a separate agreement in respect of the same.

23. Miscellaneous

23.1 Force Majeure. PWT shall not be or be deemed to be in default or breach of any agreement as a result of force majeure. Force Majeure shall include national emergency, war, prohibitive government regulations or any cause beyond the reasonable control of PWT including trade disputes which means that the goods and/or services cannot or are delayed in being provided by PWT to the Customer.

23.2 Notices. A notice, demand, waiver, approval or other document given pursuant to these Terms must be in writing and may be given to the recipient by way of personal service, prepaid post, facsimile transmission or email transmission at the address of the party as provided from time to time.

23.3 Severance. If any provision or part of a provision of these Terms cannot be given effect or is declared void for any reason, the provision or part which cannot be given effect shall be severed and the remaining provisions shall remain valid, binding and enforceable on the parties.

23.4 Waiver. No rights under these Terms will be waived unless agreed in writing and signed by PWT. PWT does not waive a right if an extension or other forbearance is given to the Customer. No waiver of a provision of these Terms shall be construed as a continuing waiver of the provision. A waiver by PWT of any matter does not prejudice its rights in respect of any matter. Any nonexercise or partial exercise of or any delay in exercising any right or remedy does not constitute a waiver of that right or remedy.

23.5 Variation. All goods and/or services sold by PWT are sold and supplied on these Terms, as amended from time to time by PWT in its absolute discretion or otherwise agreed by PWT in writing. The Customer agrees it is deemed to have notice of change to these terms and be bound by such variations as they appear on PWT’s website from time to time, whether or not the Customer has actual notice of any such variation.

23.6 Assignment. The Customer is not entitled to assign the benefits or obligations under this agreement to any entity without PWT’s prior written consent, which may be given in the PWT’s absolute discretion. PWT may assign all or any part of the benefits and obligations under this agreement without the requirement for the Customer’s consent.

23.7 Jurisdiction. The provisions of these Terms and any agreement for supply of goods and service between PST and the Customer shall be governed by the laws of the state of each party irrevocably submits to the non-exclusive jurisdiction of the courts of the said state.

23.8 Entire Agreement. These Terms supersede all previous agreements, discussions and representations between PWT and the Customer and constitute the entire agreement in relation to the agreement for provision of Goods between PWT and the Customer. All prior correspondence, negotiations or representations do not bind either party and either party is not entitled to rely upon them.

23.9 Counterparts. This agreement may be signed in any number of counterparts and each counterpart shall together constitute one agreement. This agreement may be executed and delivered by facsimile, electronically or by way of electronic signature and the receiving party may rely upon same as if it was an original document or signature.