PLEASE READ CAREFULLY THESE TERMS AND CONDITIONS BEFORE SUBMITTING YOUR PURCHASE ORDER
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Please read these Terms and Conditions carefully before placing your order with Australian Water Storage Group Pty Ltd as trustee for GJLJ Family Trust, as these Terms and Conditions contain important information about the ordering, processing, fulfilment, payment and delivery of goods, including limitations of liability.
By browsing our Website, or placing an Order, You agree to these Terms and Conditions as set out below, which constitutes a legally binding Agreement between Us and You for the supply of Products and or Services.
Australian Water Storage Group Pty Ltd as trustee for GJLJ Family Trust may be referred to or abbreviated as Australian Water Storage Group or awsg throughout documents/communication all abbreviations shall represent the full legal name “Australian Water Storage Group Pty Ltd as trustee for GJLJ Family Trust”.
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Australian Water Storage Group Pty Ltd as trustee for GJLJ Family Trust Standard Terms and Conditions of Sale as listed below are the basis of our pricing structure and apply to your offer. There has been no allowance for site specific EBA requirements, allowances, conditions inductions, accommodation, transport or messing. Australian Water Storage Group reserve the right to renegotiate the order in the event of significant unforeseen material cost increase and if actual site requirements and conditions differ significantly to those which the offer was originally formulated. To the extent there are any inconsistencies between these Special Conditions and the below Terms and Conditions of Sale, these Special Conditions will prevail to the extent of the inconsistency.
Clients Responsibility
1. The access road and the erection place have to be weatherproof, smoothed, broached, hardened and well accessible. Access with a 40 ton Semi directly to the foundation(s) is to be provided.
2. Supply forklift / wheel loader (Capacity of 2 tons with a fork length of 1,5m or you will need belts to fix them) for unloading of tank components from transport on site. The set down and storage of the tank components is to be within 10m of the erection location, unless client provides forklift for duration of construction.
3. Independent soil report detailing soil bearing pressure and quality at tank location.
4. Foundations whether a full slab (preferred, in some cases required) or a ring beam are to be prepared in accordance with standard designs, level and true with a maximum allowable deviation of +/- 3mm. If there are bigger deviations the client is to bear cost of rectification.
5. The foundation has to be cured for a period of 7-28 day and have a crack resistance of minimum 1,5 N/mm². The foundation has to bear the loads of tank structure.
6. The surrounding area of the foundations have to be well accessible from every side and levelled with the bottom plate at a minimum distance of 2 m from the tank.
7. Any masonry, chiselling, excavation and electrical supply work required for the building of the tank wall must be completed before the tank is delivered.
8. Supply lines (ie: water, gas, electricity, telephone…) that are too close to the foundations (over- or underground) are required to be protected or removed by the client.
9. All electrical equipment and all pipe work and valves that extend beyond the external flanged connection offered, or the exterior wall of the tank if no flanges are in the specification.
10. Power supply to be provided within a radius of 15m from the concrete foundation(s) at no charge. Required power supply: 240 V.
11. Fixing and Marking of the 0° Position for adjustment of tank
12. Water supply has to be provided directly on site at no charge.
13. Water supply and disposal for the hydrostatic test to be performed and approved by client.
14. Hydrostatic Test
(a) Water to be supplied by the client for hydrostatic test is to be potable grade as defined by AS4020, it is also to be supplied at ambient temperatures and free of solids, chemicals and bacteria. if these conditions cannot be met the client must submit detailed analysis of proposed test media for approval by Australian Water Storage Group and nominated liner manufacturer.
(b) Water is to be made available by client for an immediate fill of the tank upon Australian Water Storage Group issuing "OK to fill Certificate" and prior to demobilization of assembly crew from site.
(c) If pipework is not connected for Hydrostatic Testing prior to demobilisation, our install team will fit suitable client supplied butterfly valve to drain and blank flanges suitable for testing only to other bottom strake external nozzles as per approved Drawings. Prior to our install team demobilising at least 1 strake level or approx. 1.2m of water must be added to the tank to allow tank to conform to shape and hold liner in place. Once water is to this level, install team can make final adjustments to Hold Down clamp bolts, final sign off on ITPs. If water level requirements above are not available, at Australian Water Storage Group discretion stand down rates will apply, or a Variation will be charged for team to remobilise to perform final adjustments to HD clamps and hydrostatic testing
(d) Any chemicals and or additives required for testing or normal operation of the tank are not to be added to the tank until after completion of hydrostatic test, circulation of chiller system, chilling of water and the tank is deemed to be free of leaks & Australian Water Storage Group issue "OK to add chemical" certificate.
(e) If water cannot be made available to start filling immediately upon "OK to Fill Certificate" being issued, Australian Water Storage Group cannot guarantee the tank against leaks.
(f) Provision for and supply of valves and or blanking flanges for hydrostatic test by the client.
(g) In the event of any leak(s) during the hydrostatic test or ongoing operation of the tank(s), should the tank(s) require to be drained and or refilled Australian Water Storage Group accept no costs whatsoever for the supply and disposal of water and or chemicals regardless of the number of Hydrostatic/head tests/repairs required.
(h) Once Australian Water Storage Group personnel have demobilized from site if they are required to remobilize to site to oversee hydrostatic test all cost associated mobilisation, demobilisation and any repairs to the liner will be charged to the Customer
(i) In the event of a leak in the liner should Australian Water Storage Group be unable to effect a suitable water tight repair due to contaminated test media then the cost of a replacement liner and associated works is to be borne by the Customer
(j) Hydrostatic test process is to be in accordance with authorized fill and test procedures issued by Australian Water Storage Group operations team.
15. Damage to or loss of tank components while stored on site are to be repaired or replaced at clients cost.
16.
Site Facilities
(a) Ablutions or toilet facilities to be available
(b) Crib room / site office to be available if it is a site requirement.
17. Rubbish disposal skips or equal equivalent to be made available on site by client within 25m of the tank erection location for Australian Water Storage Group free use.
18. If there are high winds, durable rain, snow, hail, etc. erection has to be stopped. Such delays will have an automatic deferring impact to the finishing date.
19. Provide forklift, cherry picker and/or crane for the use of Australian Water Storage Group’s nominated tank construction team to assist with the installation of the tank.
20. Potential compensation, earthing and lightning protection to be performed by client.
21. Design approval fees to be borne by client. (Compliance and applications for all council/government approvals and regulations to be in the scope of client works)
22. Working drawings and plans must be signed by the client before the beginning of the construction works.
23. Australian Water Storage Group is allowed to work 10 hours each day. Same is valid at the weekend.
24. If the terms mentioned are not fulfilled at beginning of erection or there are other unforeseen additional works, waiting-or driving times will be charged to the client on basis of evidences for $110.00 per man hour and $3.50 per Kilometre plus GST.
Site Preparation
Australian Water Storage Group's or Australian Water Storage Group selected manufacturer’s standard foundation designs are contingent on the following conditions.
1. Site to be situated on firm level ground as per AS2870
2. Minimum safe soil bearing capacity of 120Kpa confirmed by an independent soil report at the clients expense.
3. If the above listed site minimum standards can not be achieved, suitable foundations must be designed and installed in accordance with engineers evaluation. Australian Water Storage Group can design site specific foundations at an additional cost. Otherwise the client is to design foundations at their own expense.
Validity
Australian Water Storage Group's offer is open for your acceptance within a period of 30 days from the date of this offer, or as specified in the offer, and subject to steel price and availability at the time of order.
Further Conditions:
1. Verbal contracts have not been made. Suspension, modification or completion of the terms of contract has to be in written form and has to be signed from all parts.
2. The valid placement of order has to be in written form with fax, letter or email. The order is only binding after receiving confirmation of the order.
3. Supply of project specific design certification and design calculations is not included in the contract price. If the client requires or request this information a separate purchase order will need to be raised prior to Australian Water Storage Group engaging engineering services for this project.
4. Design Calculations, Engineers Certificate, Form 15 & 16, Weld Certificates and MDRS as well as ITP's in client format are not included.
5. Australian Water Storage Group to provide one revision of GA drawing prior to tank manufacture and one set of as constructed drawings at the conclusion of the project.
6. It is assumed that the site has no special conditions or requirements that are required for access, is non-union site, with no EBA compliance required.
7. Quality Management: Australian Water Storage Group's standard system and documentation applies. If changes are required to our standard system and documentation, AWSG will employ the required consultant and the client will be invoiced as an extra for the owrks required at cost plus a 10% Margin.
8. Safety Procedures: Australian Water Storage Group's standard system and documentation applies. If changes are required to our standard system and documentation, AWSG will employ the required consultant and the client will be invoiced as an extra for the owrks required at cost plus a 10% Margin.
9. Unloading Truck: Unloading, traffic management signage; hard barrier exclusion zone around assembly area and site storage is responsibility of the client.
Payment Terms
Australian Water Storage Group's preferred terms of payment are listed below.
1. Invoice No.1 - 85% Contract value OR value of goods (whichever is greater) to be paid for in full and cleared before Manufacture. Australian Water Storage Group's preferred method of payment is via electronic funds transfer.
2. Invoice No.2 - Balance of the contract amount on issuing of OK to Fill Certificate. Issuing of OK to Fill Certificate means that Australian Water Storage Group's has achieved practical completion and is ready to commence hydrostatic test. If the client is unable to provide water immediately upon practical completion then payment is due before hydrostatic test.
3. After hydrostatic test is complete tanks will be tagged out of service until final payment has been received by Australian Water Storage Group.
4. No liquidated damages are included in our pricing
5. No retentions or bank guarantees are included in our pricing.
6. Subject to approved credit application.
7. Australian Water Storage Group's procurement and fabrication program is based on delivery dates provided by the client. Delays in delivery caused by the client will require payment terms to be adjusted which may mean that further payment may become due prior to dispatch.
Alternative payment terms are by negotiation prior to order.
At Australian Water Storage Group's sole discretion a non-refundable deposit may be required.
Warranty
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Warranty documents are conditional and can be applied for on receipt of payment in full of the contract amount including any variations.
Terms and Conditions of Sale
1. General
Unless the context otherwise requires:
Agreement means the agreement between Australian Water Storage Group Pty Ltd as trustee for GJLJ Family Trust and Customer for the supply of Goods by Australian Water Storage Group Pty Ltd as trustee for GJLJ Family Trust to Customer and shall be constituted in its entirety by these Terms and Conditions of Sale and, if any, Australian Water Storage Group's quotation and the Confidential Credit Application and Agreement;
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 ;
Credit Arrangement means any credit terms made available in writing to Customer pursuant to an application by Customer for the provision of Goods on credit submitted to Australian Water Storage Group's using Australian Water Storage Group's standard credit application form and accepted in writing by Australian Water Storage Group's (referred to as the Confidential Credit Application and Agreement);
Customer means the party to whom Australian Water Storage Group has agreed to supply Goods pursuant to the Agreement; Goods means the goods and/or services agreed to be supplied by Australian Water Storage Group and purchased by Customer pursuant to the Agreement;
GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or, if that Act does not exist means any Act imposing or relating to the imposition or administration of a goods and services tax in Australia and any regulation made under that Act;
Guarantee means the guarantee document provided by Customer or Customer’s directors, shareholders or principals to Australian Water Storage Group to guarantee the performance of the Agreement by Customer; Australian Water Storage Group or AWSG means Australian Water Storage Group Pty Ltd as trustee for GJLJ Family Trust ABN 49 966 554 162
Proprietary Information means any and all information and intellectual property relating to the Goods or the installation or operation of the Goods including but not limited to patents, designs, drawings, instruction booklets, specifications, circuit drawings, componentry, trade secrets, trademarks and copyright in such information and intellectual property;
Purchase Order means the written purchase order by Customer to Australian Water Storage Group for the supply of the Goods.
2. Quotations and purchase orders
(a) Subject to the clause immediately below, quotations from Australian Water Storage Group are valid for a period of 30 days from the date of issue or as otherwise specified in the quotation. Prices given in any quotation by Australian Water Storage Group are applicable to that quotation only, and will not apply in any other instances. A quotation from Australian Water Storage Group is not an offer to sell.
(b) In order to purchase the Goods, Customer must place with Australian Water Storage Group a Purchase Order setting out an order number, Australian Water Storage Group’s quotation number (if applicable), full description of the Goods to be purchased, the delivery date and any other information required by Australian Water Storage Group. The Purchase Order may be accepted or rejected by Australian Water Storage Group at Australian Water Storage Group’s sole discretion.
(c) A contract shall be formed by and upon Australian Water Storage Group accepting from Customer a Purchase Order pursuant to the clause immediately above and each contract shall be governed by the Agreement.
(d) The Agreement shall take precedence over any other representations, agreements, arrangements or understandings relating to the Goods and any matters in connection with the Goods.
(e) Any conditions or terms of purchase submitted by Customer deviating from or inconsistent with the Agreement will not bind Australian Water Storage Group, notwithstanding any statement by Customer in its Purchase Order that its terms and conditions prevail over the Agreement.
3. Payment of purchase price
(a) Unless otherwise agreed in writing, Australian Water Storage Group accepts Purchase Orders subject to the condition that Customer agrees to pay the purchase price appearing on Australian Water Storage Group’s quotation or price list for those Goods current as at the date that Australian Water Storage Group accepts the Purchase Order.
(b) If applicable, a copy of Australian Water Storage Group’s publicly available price list for the Goods is available on request. All prices on Australian Water Storage Group’s price list are subject to alteration without notice.
(c) The total purchase price, unless otherwise stated in the Purchase Order, excludes GST and does not include any delivery charges, packaging, freight, assembly costs, installation costs, costs and charges of third party suppliers such as electricians, insurance or any statutory, sales, excise, or other taxes, duties or imposts, all of which may be added to the purchase price or otherwise will be paid by Customer or reimbursed by Customer to Australian Water Storage Group, as Australian Water Storage Group may elect.
(d) Where Australian Water Storage Group has not agreed to provide credit to the Customer, payment of the purchase price must be made in full prior to despatch of the relevant Goods. Where Australian Water Storage Group has agreed to provide credit, payment of the purchase price must be made in full within 30 days after our invoice is dated or otherwise in accordance with Customer’s Credit Arrangement or Other Payment Terms as shown in our offer.
(e) Customer must not set off any money owing or alleged to be owing by Australian Water Storage Group against money due by Customer to Australian Water Storage Group.
(f) Customer acknowledges that Australian Water Storage Group is entitled to exercise a right of set off to the extent Customer is indebted to Australian Water Storage Group against any monies due by Australian Water Storage Group to Customer on this or any other account.
(g) To secure payment of all monies which may become payable by the Customer to Australian Water Storage Group, the Customer hereby charges with the due payment of those monies all of the Customer’s interest in any land and all other real property both present and future and the Customer consents to Australian Water Storage Group lodging a caveat or caveats noting its interests pursuant to such charge. The Customer also agrees, if requested by Australian Water Storage Group, to execute any other documents in registrable form to better secure this equitable charge. The Customer hereby agrees to indemnify Australian Water Storage Group for all legal costs and fees in respect to such charge and caveat.
(h) If Customer does not pay money by the due date for payment, without prejudice to any other rights which it may have against Customer, Australian Water Storage Group may require Customer to pay on demand interest at the RBA Cash Rate Target effective from time to time plus 8.5% per annum calculated from the due date on daily balances of amounts unpaid.
(i) In the event of any default in payment, the Customer is liable to Australian Water Storage Group for all costs, expenses or losses incurred by Australian Water Storage Group as a result of the Customer’s failure to pay (including without limitation the costs of any legal action, debt collection costs, court costs, search costs and legal costs on a solicitor and own client basis). The Customer will immediately on demand pay to Australian Water Storage Group all such amounts (on an indemnity basis).
4. Cancellation of orders
Customer may not alter or cancel a Purchase Order without Australian Water Storage Group’s prior written consent. If Australian Water Storage Group agrees to alter or cancel the Purchase Order, Customer will indemnify Australian Water Storage Group against any loss, damage and expense incurred by Australian Water Storage Group in relation to the alteration or cancellation of that Purchase Order, including the cost of return freight, return shipping to factory of origin, items purchased from third parties for inclusion in the Goods and all labour and engineering costs incurred by Australian Water Storage Group in the execution or part execution of the Goods and including compensation payable to any of Australian Water Storage Group’s suppliers and loss of profit.
5. Return of Goods and credits
(a) Customer is deemed to have accepted the Goods unless it makes a claim in accordance with the clause immediately below.
(b) Customer may reject any Goods that are wrongly supplied or oversupplied by notifying Australian Water Storage Group of the claim and providing full particulars of the claim in writing within 3 days of receipt of those Goods. Australian Water Storage Group may dispute any such claim.
(c) Goods referred to in the clause immediately above may be returned to Australian Water Storage Group for credit if all of the following is complied with:
(i) The Goods are returned to Australian Water Storage Group’s premises by prior arrangement and with Australian Water Storage Group’s written approval within 3 days of delivery, at no cost to Australian Water Storage Group, unless delivered as the result of an administrative error by Australian Water Storage Group, in which case Australian Water Storage Group will bear the cost of return;
(ii) The Goods are accompanied by a dispatch note stating Australian Water Storage Group’s original invoice number and reason for return; and
(iii) The Goods are returned in an unsoiled, undamaged and resalable condition in their original packing.
(d) Australian Water Storage Group may, from time to time and at its discretion, accept returns of standard product (ie. product which is not specialised or customised). Any such returns will be subject to Australian Water Storage Group’s standard restocking fee from time to time. If no other restocking fee has been notified to the Customer, the restocking fee will be 30%. The conditions of paragraphs (c)(i)-(iii) above must also be satisfied by Customer.
6. Delivery, Storage and Use
(a) All quoted delivery or consignment dates are estimates only. Australian Water Storage Group is not obliged to meet such dates and will not be liable to Customer by reason of delays caused by any reason whatsoever.
(b) Unless a different Incoterm has been agreed, Incoterms 2010 FCA ‘Australian Water Storage Group’s warehouse door’ apply. Unless the applicable Incoterm requires otherwise, Australian Water Storage Group is deemed to have delivered the Goods when the Goods are made available to Customer for physical collection by or on behalf of Customer at Australian Water Storage Group’s nominated premises (Delivery). Unless the applicable Incoterm requires otherwise, any unloading or loading shall be Customer’s responsibility.
(c) Australian Water Storage Group may deliver the Goods by instalments (where, in Australian Water Storage Group’s opinion, this is reasonable) and issue interim invoices to Customer.
(d) Without limiting any other provision of the Agreement, failure by Customer to pay any instalment, or any other amount when due, will entitle Australian Water Storage Group to withhold or delay delivery of any remaining Goods ordered.
(e) If Customer is unable to collect the Goods at the nominated delivery point on the delivery day, Australian Water Storage Group may (at its option and without limiting its other rights and remedies) arrange suitable storage of the Goods, whether at its premises or elsewhere, and Customer must pay or reimburse all costs and expenses of storage, insurance, demurrage, handling and other charges associated with such storage. Notwithstanding Customer’s inability to collect the Goods, Delivery is deemed to have occurred.
(f) The Customer must not install, store or in any way incorporate the Goods in any aircraft or in any vessel intended to fly or move in or through the atmosphere or space.
(g) The Customer acknowledges that it has the sole responsibility to confirm the suitability of the Goods for their intended purpose and that Australian Water Storage Group makes no representation or warranty in this regard.
7. Title and risk
(a) Title to the Goods shall remain with Australian Water Storage Group until all monies owing by Customer to Australian Water Storage Group for the Goods have been paid in full.
(b) Until such time as Customer has paid Australian Water Storage Group in full for the Goods, Customer shall:
(i) Store the Goods separately and mark them so that they are clearly and easily identifiable as Australian Water Storage Group’s property and, if Australian Water Storage Group requests, inform Australian Water Storage Group of the location of the Goods;
(ii) Hold the Goods as bailee for Australian Water Storage Group, subject to Customer’s right to deal with the Goods in the ordinary course of Customer’s business (Bailment);
(iii) Indemnify Australian Water Storage Group against any claim arising out of the possession, use or disposal of the Goods by Customer or repossession or attempted repossession by Australian Water Storage Group.
(c) If:
(i) a payment is not made in accordance with the Agreement;
(ii) Customer commits any other breach of the Agreement;
(iii) Customer becomes bankrupt, has an administrator, a receiver or a receiver and manager appointed, goes into liquidation (whether voluntarily or otherwise), or is wound up, dissolved or declared insolvent, then Australian Water Storage Group may at any time, without notice to Customer and without prejudice to any other rights that it may have against Customer:
(iv) Terminate the Agreement and the Bailment;
(v) Suspend some or all its obligations to Customer under the Agreement; and/or
(vi) Enter upon any premises owned or occupied by Customer where Australian Water Storage Group reasonably believes the Goods may be stored and repossess the Goods (including uninstalling the Goods) without being liable for any damages caused.
(d) If Customer sells the Goods before payment in full to Australian Water Storage Group, or uses the Goods in a manufacturing or construction process of its own or some third party, Customer holds the proceeds on trust for Australian Water Storage Group in respect of those Goods, and must keep such proceeds in a separate account until the liability to Australian Water Storage Group is discharged and must immediately pay that amount to Australian Water Storage Group.
(e) The risk in the Goods passes to Customer at the time of Delivery.
(f) Australian Water Storage Group reserves the right to register a security interest for the purposes of the Personal Property Securities Act 2009, as amended. The Customer agrees to provide Australian Water Storage Group with all such information that Australian Water Storage Group requires in order to register a security interest at any time. The Customer will immediately advise Australian Water Storage Group of any changes which may affect Australian Water Storage Group’s security interest.
8. Insurance
Customer must keep the Goods insured against all risks for Goods of that kind from the time the risk in the Goods passes to Customer until the time that title to the Goods passes to Customer. Customer holds the proceeds of that insurance on trust for Australian Water Storage Group up to the amount it owes Australian Water Storage Group in respect of those Goods and Services, and must keep such proceeds in a separate account until the liability to Australian Water Storage Group is discharged and must immediately pay that amount to Australian Water Storage Group.
9. Warranty and limitation of liability for Goods
(a) Other than is provided for in this clause 9, Australian Water Storage Group makes no warranties or representations to Customer. The warranty in this clause 9 is in addition to any other rights or remedies which may be available to Customer at law.
(b) Australian Water Storage Group warrants the Goods to be free from defects in workmanship and materials under normal use and service for a period of 1 calendar year from Delivery (Warranty Period). This warranty does not cover costs of claiming under this warranty or of recovery of the Goods from the site or damage, fault, failure or malfunction due to external causes including accident, abuse, misuse, mechanical or electrical overload, abrasion, corrosion, incorrect installation, or any work or effects of any work undertaken by others, failure to comply with Australian Water Storage Group's or the original manufacturer's instructions (including any installation, operating or maintenance instructions or manuals), failure to perform required preventative maintenance or normal wear and tear.
(c) During the Warranty Period, to the extent permitted by law, Customer’s sole remedy with respect to breach of warranties set out in the clause immediately above will be to repair or replace (as Australian Water Storage Group may elect) any such defective Goods at Australian Water Storage Group’s expense. The replacement or repaired Goods shall be covered by the unexpired portion of the Warranty Period in respect of the original Goods or for a period of 60 days, whichever is the greater.
(d) For equipment forming part of the Goods, which equipment is not manufactured by Australian Water Storage Group, the original manufacturer’s warranty will apply. Australian Water Storage Group’s liability for such equipment shall not exceed the liability of the manufacturer.
(e) In respect of Goods that are not ordinarily acquired for personal, domestic or household use or consumption, the liability of Australian Water Storage Group for a breach of any condition or guarantee applied by law is limited at Australian Water Storage Group’s option to the repair of the Goods, the supply of replacement Goods or payment of the cost of having the Goods supplied again.
(f) Australian Water Storage Group’s liability under the Agreement will be reduced by the amount of any contributory loss or damage to the extent caused by Customer’s act or omission.
(g) To the extent that any goods or services supplied by Australian Water Storage Group are supplies to a ‘consumer’ as defined in the Australian Consumer Law, Australian Water Storage Group will comply with any applicable consumer guarantees and the following statement will apply: “Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.”
(h) Any warranty claim must detail the basis of the alleged warranty breach in writing and be delivered to Australian Water Storage Group by post at PO Box 464, Red Hill QLD 4059 Attention Warranty Department, and notify AWSG via email or telephone that a warranty breach has occurred.
(i) Customer acknowledges and agrees that, to the extent permitted by law, Australian Water Storage Group has no liability in contract, tort (including negligence or breach of statutory duty), by statute or otherwise for loss or damage (whether direct or indirect) of profits, opportunity, revenue, goodwill, bargain, production, contracts, business or anticipated savings, corruption or destruction of data or for any indirect, special or consequential loss or damage whatsoever.
(j) Subject to clause 9(g), Australian Water Storage Group’s total liability under any contract and the Agreement shall not exceed the total dollar amount of the Goods purchased by Customer under each contract.
10. Proprietary Information
(a) Customer acknowledges that all Proprietary Information and all right, title and interest therein are the sole property of or licensed by Australian Water Storage Group and Customer shall gain no right, title or interest in the Proprietary Information whatsoever. Customer specifically acknowledges Australian Water Storage Group’s exclusive rights to ownership of any modification, translation or adaptation of the Proprietary Information and any other improvement or development based thereon, whether developed, supplied, installed or paid for by or on behalf of Customer or any buyer of Customer or otherwise.
(b) Customer must not and must not permit any person reasonably within its control nor procure any person to modify, copy, clone or reverse engineer the Goods, or copy, modify or decompile any of Australian Water Storage Group’s documentation relating to the Goods.
11. Export/re-export/resale
(a) The Goods supplied are intended for use only in Australia, unless Australian Water Storage Group otherwise agrees. If Customer exports or re-exports the Goods, it is Customer’s responsibility to ensure that the Goods and the use to which they are put comply with the laws of the destination.
12. Miscellaneous
(a) The fact that Australian Water Storage Group fails to do, or delays in doing, something it is entitled to do under the Agreement, does not amount to a waiver of its right to do it. Australian Water Storage Group must agree in writing to any waiver.
(b) If a clause or part of a clause can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way. If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from the Agreement, but the rest of the Agreement is not affected.
(c) Australian Water Storage Group shall not be liable for any failure to fulfil or any delay in fulfilling any obligation arising under the Agreement if the failure or delay has been caused directly or indirectly by any act of God, war or other civil commotion, strikes, lockouts, stoppages and restraints of labour, breakdown of machinery, inability to obtain raw materials or fuel, fire or explosion, any government action or any other cause beyond Australian Water Storage Group’s reasonable control and not as a consequence of Australian Water Storage Group’s negligence.
(d) Any notice to be given to a party under the Agreement must be in writing and must be sent by post, facsimile or email to the address of that party shown in the quotation, Purchase Order or order acknowledgment. Notice is deemed to have been given at the time it would have been received in the normal course of post if sent by post, or if otherwise given at the time it was actually received.
(e) Governing Law: Australian Water Storage Group and the Customer agree that this Agreement and any supplementary Agreement for the supply of goods and or services by Australian Water Storage Group to the Customer is governed by and must be interpreted in accordance with the laws of the State of Queensland, Australia. Both parties agree unconditionally to submit to the non-exclusive jurisdiction of the Courts in Queensland and any Court hearing appeals from those Courts.
(f) Where there is more than one Customer then the liability of each shall be joint and several.
(g) The rights and remedies provided in the Agreement will not affect any other rights or remedies available to Australian Water Storage Group.
(h) Customer shall not assign this Agreement without Australian Water Storage Group’s prior written consent.
(i) If the Customer is a trustee, then the Customer is bound by the Agreement both personally and in its capacity as a trustee.
(j) Customer agrees that in performing any activities on behalf of or related to Australian Water Storage Group, it will not, directly or indirectly, pay, offer, authorise or promise any monies or anything of value (such as gifts, contributions, travel, or entertainment) to any person or organisation, including any employee of a customer, or any government official (which includes any employee or official of any governmental authority, government owned or controlled entity, public international organisation, or political party or any candidate for political office) for the purpose of improperly influencing their acts or decisions or to improperly obtain any business benefit. Customer will take appropriate actions to ensure that any person representing or acting under its instruction or control also will comply with this paragraph.
(k) Customer will not violate any anti-corruption laws in performing any activities on behalf of or related to Australian Water Storage Group.
(l) Customer agrees that Australian Water Storage Group will not be required to take any action or make any payments that Australian Water Storage Group believes, in good faith, would cause it or its affiliated companies to be in violation of any anti-corruption laws
(m) Except as disclosed in writing to Australian Water Storage Group, Customer represents that it does not have any reason to believe that it has any potential conflict of interest regarding its relationship with Australian Water Storage Group, such as family members who could potentially benefit from the relationship between Customer and Australian Water Storage Group, and neither Customer nor its business representatives are or have any family members who are government officials in a position to influence Customer’s relationship with Australian Water Storage Group. Customer will notify Australian Water Storage Group promptly if any conflicts of interest arise by sending notice to ethics@awsg.com.au or to such other location.
(n) Customer will maintain complete and accurate books and records in accordance with generally accepted accounting principles.
(o) Customer will, as and when requested, provide Australian Water Storage Group with a written certificate, in form and substance satisfactory to Australian Water Storage Group, confirming that the Customer is in compliance with paragraphs (j) to (n) above, clause 11, and any other requirements that Australian Water Storage Group deems necessary or desirable.