terms and conditions

ONE WATER NATURALLY PTY LTD
ABN 72 103 949 499

TERMS AND CONDITIONS

1.1 These are the terms and conditions on which We supply goods and services to You.

1.2 These terms and conditions will apply to all goods and services supplied by Us except to the extent that they are inconsistent with any terms expressly agreed in writing between Us and You.

1.3 All Orders must be in writing or confirmed in writing.

1.4 If having given You these Terms and Conditions of Sale We provide Goods or Services to You, You will be bound by these Terms and Conditions of Sale unless We have expressly agreed in writing that some or all of them will not apply, even if You have not signed them.

2. We will observe so far as it is practicable, any requirements specified by You as to when goods and services are to be supplied but cannot guarantee strict compliance as to time.

3.1 You will pay all moneys owing to Us which are not payable on delivery and for which no different terms have been agreed whether by way of cash, cheque or credit card within thirty (30) days of invoice free of deductions and set-offs.

3.2 If a payment is made by cheque and the cheque is not met on presentation You agree to pay all additional costs which We incur for this reason.

4. If any payment has not been made in respect of any invoice on or before the due date, We can refuse supply of any further goods, regardless of when the order for the further goods was given, other than on the basis of payment in cash on delivery with payment of all other moneys then owing by You to Us.

5.1 The Credit Limit specified in Your Application can be varied by written agreement between You and Us from time to time.

5.2 We are not obliged to supply any order which, when aggregated with other outstanding payments and orders would exceed the current Credit Limit other than on the basis of cash on delivery.

6. If any payment is not made by the due date, You will pay interest to Us calculated:

6.1 on the amount outstanding;

6.2 from the due date for payment until the date of actual payment;

6.3 at the rate of two per centum (2%) per month.

6.4 with interest payable on unpaid interest, compounded monthly.

7.1 This Clause will apply if any alteration, including variations resulting from waiver of requirements by You, matters beyond Our reasonable control and temporary or practical requirements, is made to the Goods or Services required to be supplied by Us is made after Your order has been accepted.

7.2.1 We must accept any alteration which is required by any legislation or Australian Standards, Codes of Practice, Utility Policy Rules, or by any local Council or Water Authority including any requirements relevant to Our licence or contract authority.

7.2.2. Otherwise We can either accept the alteration, accept it subject to conditions or refuse it in each case at Our discretion.

7.2.3. If we accept an alteration which requires additional Goods or Services You agree to pay:

7.2.3.1 Whatever additional costs You and We agree in writing and failing agreement;

7.2.3.2 All fees and charges for applications made for permits, applications, consents, certificates, consultants, reports etc and any fines levied for work cover breaches.

7.2.3.3 The actual additional cost to Us plus a margin of 20% and GST on the total of these amounts.

7.2.4 If we accept an alteration which provides for a reduction in the Goods or Services to be supplied the amount to be paid by You to Us is to be reduced by the cost to Us of the deleted Goods or Services.

8.1 We disclose and You acknowledge that there may be significant delays in excess of six months in the supply and installation of Goods due to the lead times required by suppliers.

8.2 Deleted 17-11-2008

8.3 You authorise Us to do so when the Goods required for You are received by Us from the supplier or the Service is first delivered for or on You.

8.4 Any application or submission made by Us on behalf of You is complete and any pre-payment for such Service is satisfied on the date of first submission of the Application. All additional fees and charges made for such application is payable by You on submission thereof.

8.5 You warrant that whenever we exercise the authority allowed by this Clause there will be sufficient funds available in the facility to enable Us to obtain payment.

8.6 Any authority given pursuant to this Clause is given in consideration of our agreement to supply and is irrevocable.

9 . You will ensure that:

9.1 access to the premises where We are to supply goods or services is available to Us as and when required; and

9.2 all facilities necessary to enable Us to perform Our services are available.

9.3 delivery of the Goods or Service is when the Goods required for You are received from the supplier or the Service is first delivered for or on You

9.4 A Service involving any application or submission made by Us for You is delivered on the date of first submission and any pre-payment for such service is fully satisfied on commencement of the submission. All additional fees and charges made for such application is payable by You at time of submission.

10.1 We may sub-contract work but will not be released from responsibility to You if We do so.

10.1.1 We will ensure that we, our employees and subcontractors comply with the Department of Education and Training's child protection policies.

10.2 We may assign any debt owing by You to Us.

11. . Neither Party may assign an Order or any part of it.

12.1 Where any Party supply Us with any specifications or details of the supply, You are responsible for their accuracy and completeness.

12.2 You are responsible for advising Us prior to Our commencing work, as to the location of the drains, pipes, wires, services and any underground improvements or conditions relevant to Our work.

12.3 You must notify Us in writing if there are any hazardous materials, contaminants or pollutants in the area where We are required to work of which You either are or should be aware.

12.4 If any hazardous materials, waste materials, contaminants or pollutants are encountered or suspected as hazardous by Us in providing Our services, You agree to pay the costs of dealing with the material as if the work was an alteration.

12.5 If the site where We are required to carry out work is affected by any risk or hazard which is required to be rectified in accordance with occupational health and safety requirements You must rectify the matter before We commence Our work.

12.6 The cost of any risk assessment for occupational health and safety or other statutory requirements must be paid by You.

12.7 We are entitled to charge waiting time in accordance with Our current charges from time to time for any period in excess of 15 minutes in which We are delayed in having access to the site where the works are to be carried out.

12.8 Without limiting the effect of any other of provision of these terms and conditions We will not be responsible for any loss or harm suffered by You if the goods selected by You for installation are found to be inappropriate to Your site or for Your purposes.

13. If incidentally to the supply of Goods and/or Services We allow You use of Goods on a temporary basis, You agree to be bound by Our normal Hiring Terms including payment of rental plus GST in respect of the use of the Goods.

14. We will not be obliged to satisfy any warranty claims or any claim for defective goods or goods not supplied in accordance with Your Order unless a written claim with sufficient detail is made within seven (7) days of delivery.

15. You warrant to Us that You have the right and all necessary authority to enter into each Order.

16. We reserve to Ourselves all Intellectual Property Rights including moral rights in any plans, designs, concepts, copyright, specifications, methods of work and other material prepared or devised by Us for You.

17.1 The fact that we do not exercise any of Our rights under these Terms and Conditions for Sale at any particular time or at all will not permit Us from exercising:

17.1.1 The same rights at any other time; and/or

17.1.2 Any other rights at any time.

18.1 Subject to the express terms of these Conditions, We warrant that:

18 .1.1 any Goods supplied by Us will be free of defects in workmanship and materials which would result in the Goods being unfit for normal Use;

18. 1.2 any Services supplied by Us will be of a good and tradesman like standard.

18.2 Except to the extent that Our liability cannot be excluded by law, warranties are limited to claims notified to Us in writing within twelve (12) months of supply.

19.1 You acknowledge that in supplying any Goods or Services, minor damage may be occasioned to the Premises, any other Premises or thing adjacant thereto where the Goods and Services are supplied;

19.2 We will not be required to make good such damage and You will not be entitled to withhold payment by reason of any such damage.

20.1 This clause relates to any equipment, materials, parts or accessories - items.

20.2 We are entitled to a lien as security for payment of any monies due to Us whether for work carried out on the item or otherwise, over any items which are in our possession.

20.3 If an item is left in Our possession for more than three (3) months, You irrevocably authorise Us at Our discretion and as Your agent.

20.3.1 to return the item to You; or

20.3.2 to store the item at Your cost and at Our current storage rates from time to time; and

20.3.3 if in Our reasonable opinion the item has no commercial value, to dispose of it; or

20.3.4 if We consider that the item has a commercial value, to effect a sale of the item on the best terms reasonablly available and to apply the proceeds of the sale:

20.3.4.1 first in payment of Our reasonable costs of the sale and any storage charges;

20.3.4.2 secondly in payment of any monies due to Us;

20.3.4.3 thirdly by payment of any balance to You, if we have a forwarding address for You and otherwise pay out the balance as unclaimed monies.

20.3.5 Nothing in this clause limits of effects in any way any other rights which We may have.

21.1 We can change any of these Terms and Conditions at any time by written notice to You.

21.2 Any change will apply to all Orders received from You after We have given You written notice of the change.

22. Our maximum liability to You for any claim in respect of Goods supplied by Us will be:

22.1 the re-supplying of the Goods;

22.2 repairing of the Goods;

22.3 refunding the price of the Goods;

22.4 paying the cost of repairing the Goods.

23. Our maximum liability to You for any claims in respect of Services provided by Us will be:

23.1 supplying the Service again; or

23.2 refunding the price of the Service.

24. We will not be required to satisfy any claim for faulty, defective or incomplete workmanship, occurrence of Services or Goods unless a claim in writing giving sufficient detail of a complaint is received by Us within seven (7) days of the occurrence of the goods or services to which it relates.

25.1 If a supply is made pursuant to an Order, the Party receiving the supply will, in addition to the price otherwise payable, pay any GST payable by the Party making the supply unless the price is quoted as on a GST inclusive basis.

25.2 If GST is payable in respect of a supply, the Party making the supply must issue a GST Invoice in respect of the supply.

26.1 We will not be liable to You except as expressly stated in these Terms and Conditions for any loss or harm which might be suffered or incurred by You or by any person claiming through You regardless of any degree of fault.

26.2 In particular, We will not be liable for any indirect, exemplary or punitive damages, claims for economic loss or claims for reduction in the value of any asset.

27. These terms and conditions are a full and sufficient authority and direction, notwithstanding any privacy legislation for:

27.1 any person holding information regarding You to provide that information to Us;

27.2 Us to supply information regarding You to any third party after consultation with You.

28. If the supply of Goods and/or Services by Us is suspended or delayed by any matter beyond Our control:

28.1 We will not be liable to You for any failure to supply the Goods and/or Services by any particular date; and

28.2 You will pay any additional costs which We incur because of the suspension or delay.

29. Once We have commenced to supply Goods and/or Services You must Use all reasonable endeavours to ensure that We can complete the supply continuously and without interruption.

30. You acknowledge that the Goods We supply are manufactured by others and agree that any claim in respect of the Goods must be made against the manufacturer and not Us.

31. You are responsible for obtaining all approvals for any Goods and Services to be supplied by Us and warrant that all such approvals have been obtained or will have been obtained prior to Our commencing any work in relation to Your order.

32. If We supply Goods and You wish to return them You must return the Goods unused and undamaged in their original condition with all packaging, instructions and warranty documentation at Your cost and subject to payment by You of a restocking fee of twenty per centum (20%) of the price at which the Goods were supplied to You. Payment of the restocking fee must accompany the Goods.

33. If payment is not made in accordance with these Terms and Conditions We can recover from You, in addition to the amounts due and interest, all of Our costs and expenses incurred in recovering payment on an indemnity basis including an allowance for Our time and effort.

34.1 In respect of any Goods and/or Services which are supplied over a period exceeding one (1) week We may require progress payments not exceeding one hundred per centum (100%) of the value of the Goods and/or Services supplied to the date of the Notice requiring the progress payment.

34.2 If a progress payment is not made within one (1) week of the Notice requiring the payment We may suspend without notice to You the supply of further Goods and/or Services until the payment is made.

35. If We incur overtime penalty costs, over award allowances, site allowances or other similar costs which were not notified to Us in writing before We issue Our quotation You must pay those costs in addition to any other monies payable to Us.

36. If You request any change to the Goods and/or Services to be supplied by Us whether in writing or not and if We vary the Goods and/or Services pursuant to Your request You agree to pay Our additional charges in accordance with Our then current standard charges.

37. Except where it is expressly stated to the contrary, no information provided by Us is to constitute a warranty, representation, term or condition of any contract between You and Us.

38. We reserve the right to vary any quotation at any time prior to providing the Goods and/or Services referred to in the quotation.

39. If We supply Goods or Services additional to the Goods and Services referred to in a quotation We may charge and You will pay for the additional Goods and Services:

39.1 the amount quoted by Us and accepted by You for them; and

39.2 if no amount has been quoted and/or accepted such amount as is fair and reasonable.

40. All Goods supplied by Us will be at Your risk for all purposes from the time of delivery to Your site regardless of the existence of any fault or any degree of fault on Our part or on the part of Our employees, agents and contractors.

41.1 Ownership of any Goods supplied by Us does not pass to You or to anyone else pursuant to an order placed by You until We have received payment in full.

41.2 If notwithstanding this condition title passes to You or to any other person You agree to hold on trust for Us the monies You receive for the Goods and if the monies have not been paid the debt owing to You for the Goods.

41.3 Goods which remain Our property must not be damaged, dismantled, altered, removed or used in conjunction with any other equipment, except by Us or with Our prior written consent until or monies due to Us for any Goods and Services We have provided or agreed to provide have been paid.

42. If You seek to cancel an order after We have commenced supply, You must, in addition to any other monies due to Us, pay Us an administration fee equal to ten percentum (10%) of the monies which would have been payable to Us if the agreement has not been cancelled, together with any bank fees or charges incurred by Us.

43.1 Where the context so admits or requires any reference to the singular number shall include the plural number and vice versa.

43.2 Where the context so admits or requires any reference to the masculine, feminine or neuter gender shall include each other gender.

43.3 Any of these Terms and Conditions which are expressed to be for the benefit of more than one (1) person shall be for the benefit of each of such persons severally and for both of all such persons jointly.

43.4 Any of these Terms and Conditions which are expressed to be binding on more than one (1) person shall be binding on each of such persons severally and on both or all of such persons jointly.

43.5 In these Terms and Conditions where the context so admits or requires any reference to a person shall include a company.

43.6 These Terms and Conditions shall be subject to the law and to the exclusive jurisdiction of the Courts of New South Wales.

43.7 Notwithstanding that any of these Terms and Conditions or any aspect of them is found to be void, voidable or unenforceable for any reason, the remainder of these Terms and Conditions will remain in full force and effect.

43.8 Any reference to a person shall, where the context so admits or requires, include the heirs, executors, assigns and legal personal representatives of that person.

44. Any document or notice which is required to be served or delivered by one (1) Party on or to another Party pursuant to or in connection herewith and may be served or delivered:

(i) by any of the methods authorised by Section 170 of the Conveyancing Act or any other relevant legislation; or

(ii) by facsimile transmission;

(iii) with the consent of the recipient by electronic transmission;

(iv) at the last known place of residence or business of a Party or if the Party has an office registered pursuant to any legislation at that office.

45. In these Terms and Conditions:

45.1 Contract means the agreement between Us and You for supply of any Goods.

45.2 Goods means all Products supplied by Us.

45.3 GST means Goods and Services Tax payable in respect of any supply made pursuant to these Terms and Conditions and/or the Contract.

45.4 Services includes any installation and construction work carried out by Us or by Our employees or contractors.