Terms & Conditions

1. GENERAL - Purchaser's order for Goods, UPS Equipment or Services (the "Order") is deemed to incorporate, and will be supplied by Company on, these terms and conditions of sale (the “Sale Terms”). Except with the express written agreement Company, the Sale Terms prevail over any inconsistent terms and conditions introduced in or by the Order or otherwise.

2. QUOTATIONS and PRICES - the prices quoted by Company for Goods, UPS Equipment or Services are based on Company's estimated cost of production, manufacture or supply at the time of quotation and are subject to alteration without notice to Purchaser due to any increase in Company's costs between the date of quotation and the date Company provides written confirmation of Purchaser's Order (the "Order Confirmation"). Unless otherwise expressly agreed by company, all prices quoted:

(a) are exclusive of GST, which will be added to the Purchaser's invoice;

(b) in Australian dollars;

(c) include import duty at current ruling rates and any variation at the time of entry into Australia shall be to the Purchaser's account;

(d) are based on current international monetary exchange rates and any variation in exchange rates at the time of entry into Australia shall be to the Purchaser's account; and

(e) include freight from overseas suppliers unless otherwise stated.

3. ORDERS - Orders accepted by Company may only be cancelled in whole or in part with prior notice to Company and payment of cancellation fee to Company as specified in these Sales Terms.

The Company may decline, by written notice to Purchaser, any Order in whole or in part, at any time prior to providing Order Confirmation to Purchaser. If and when company declines Order in accordance with this paragraph, Company will be under no obligation nor have any further liability in respect of the Order.

4. DELIVERY and PERFORMANCE - Unless otherwise expressly agreed by Company in writing, all Goods and UPS Equipment will be delivered ex-warehouse. On delivery of an Order for Goods or UPS Equipment to Purchaser, Purchaser must ensure that such Goods or UPS Equipment are in accordance with the Order. Company reserves the right to deliver the Order by installments and each installment shall be deemed to be sold under a separate Order. Failure of Company to deliver any installment shall not entitle Purchaser to cancel the balance of the Order.

Any time quoted for delivery or performance is indicative only and while Company will use its reasonable efforts to meet the delivery or performance dates, Company shall not be liable for any loss or damage suffered by Purchaser if it is unable to meet those dates.

Any reasonable delay in delivery or performance of the Order shall not relieve Purchaser from any obligation to accept or pay for Goods, UPS Equipment and/or Services (as applicable).

If delivery or performance is delayed or prevented due to fire, flood, strike or other labor difficulty, act of God, act of any

governmental authority or of the Purchaser, riot, embargo, fuel or energy shortage, car shortage, wrecks or delays in transportation, or due to any other cause beyond Company's reasonable control ("Force Majeure Event"), then, as Company determines appropriate in the circumstances:

(a) the date of delivery or time for completion of performance will be extended by the parties for a period of time reasonably necessary to overcome the effect of such delay; or

(b) the Order may be cancelled if Company determines that, by reason of the Force Majeure Event, it will be unable to deliver or perform the Order in a reasonable time or at all.

In the event the Order is cancelled due to Force Majeure Event, Purchaser shall have no claim against Company for any damage, loss cost or expense whatsoever. In the event delivery or performance of the Order is delayed, Purchaser shall not be relieved of any obligation to accept or pay for Goods, UPS Equipment and/or Services (as applicable).

5. HELD ORDERS - For any Order, in respect of which Company has provided Order Confirmation, which is held, delayed or rescheduled at the request of Purchaser, Company may, at its sole option (1) require payment, in addition to contract price for any additional expenses, or cost resulting from such a delay; (2) store Goods at the sole cost and risk of loss of the Purchaser; and/or (3) charge to Purchaser those prices under the applicable price policy. Payment for such price, expenses and costs, in any such event, shall be due by Purchaser within thirty (30) days from date of Company's invoice therefore. Any Order so held, delayed or rescheduled beyond six (6) months will be treated by Company as termination of the Order by Purchaser.

6. PAYMENT –

(a) The Purchaser shall make full payment for the Goods, UPS Equipment and/or Services (as applicable) within thirty (30) days from the date of invoice, including all GST amounts. Unless indicated by Company otherwise, invoices will be provided to Purchaser at the date or dates of delivery. Payment to Company shall not be contingent on third party payment to Purchaser.

(b) Notwithstanding paragraph (a), if in the Company's absolute discretion, Purchaser's financial status is or becomes

unsatisfactory to Company, Company reserves the right to require payment of the price for Goods, UPS Equipment and/or Services (as applicable) in full cash advance or require security for the price in respect of all future deliveries or services.

Unless agreed otherwise by Company, the supply by Company of Goods, UPS Equipment and/or Services by installments does not entitle Purchaser to pay for those Goods, UPS Equipment and/or Services by installments. In the event the Purchaser makes default in respect of any installments, Company may elect to treat the default as a breach relating to each other installment.

7. PROPERTY and RISK -

(a) Property and title in the Goods or UPS Equipment (as applicable) shall not pass from Company to Purchaser until Purchaser has paid all monies outstanding in respect of such Goods or UPS Equipment in full. Until such time, subject to the limited exceptions contained in this paragraph, Purchaser will hold Goods or UPS Equipment (as applicable) as a mere bailee. The risk of loss or of damage to the Goods or UPS Equipment (as applicable), shall pass to Purchaser on delivery.

(b) Consistent with its obligations as bailee, Purchaser agrees to store the Goods or UPS Equipment separately and mark them so as to render them identifiable as being or being made from or with property of Company.

(c) Should the Goods or UPS Equipment (or any part of them) be converted into or incorporated in a new product or products (the "New Products") the New Product shall be the property of the Company to the extent comprised of or from the Goods or UPS Equipment. Purchaser's right to convert or incorporate the Goods or UPS Equipment in New Product shall automatically cease if a receiver or receiver and manager is appointed over any of the Purchaser's assets or if winding up order is made against or a resolution is passed for the winding up of Purchaser or If Company at any time revokes such rights by notice to Purchaser.

(d) Purchaser shall have no right to sell or otherwise dispose of the Goods or UPS Equipment or New Products until full payment in respect of the Goods or UPS Equipment has been made to Company unless:

(i) the Goods or UPS Equipment or New Products are sold by Purchaser in ordinary course of Purchaser's business; and

(ii) that part of the proceeds of sales of the Goods or UPS Equipment or New Products as represents the price of the Goods or UPS Equipment shall be paid forthwith to Company and until such part of the proceeds are so paid, the proceeds shall be held by Purchaser in trust for Company.

Purchaser's foregoing right to sell the Goods or UPS Equipment or New Products shall automatically cease if a receiver or receiver and manager is appointed over any of Purchaser's assets or if a winding up order is made against or a resolution is passed for the winding up of Purchaser or if the Company at any time revokes the power of sale by notice to Purchaser.

(e) Upon cessation of Purchaser's power of sale under paragraph (d) above, Company is entitled to possession of the Goods and

UPS Equipment, and in respect of New Products, is entitled either to the return of the Goods or UPS Equipment, if such

separation and return is reasonably possible, or is entitled to that part of the value of the New Products attributable to the

Goods or UPS Equipment. Purchaser shall place the Goods and UPS Equipment at Company's disposal and Company shall be entitled to enter upon Purchaser's premises to remove such Goods and UPS Equipment.

(f) Purchaser grants to the Company, upon the Company giving notice to Purchaser, the right to bring proceedings in the name of Purchaser to recover monies owing to Purchaser as a result of sales of the Goods, UPS Equipment or New products. Any amounts recovered as a result of such proceedings shall be retained wholly or in part by Company and where applicable, Company will provide such share of the proceeds attained for the New Products to the Purchaser as Purchaser is entitled to.

(g) If any provision of this paragraph creates or constitutes a charge or other security right requiring registration under the

provisions of any legislation, such provision shall be severed from this paragraph.

8. RETURN FOR CREDIT - In the event the Purchaser wishes to return Goods for credit, other than for reason of breach

of warranty, then, to the full extent permitted by law:

(a) The Company will not accept return of goods for credit unless such return is authorized in the form of a RETURNED GOODS ADVICE (RGA) number issued by the Company. A restocking fee of 20% will apply unless otherwise agreed in writing.

(b) Goods will not be accepted for return unless they are in original condition and packaging.

(c) Goods will not be accepted for return if they were purchased from the Company more than 12 months previously or if they are not in the Company's current catalogue.

(d) Proof of purchase must accompany any claim for credit.

(e) Goods return claims of less than $100 (excluding GST) will not be accepted.

(f) Goods specially purchased or manufactured for Purchaser, and indent items, will not be accepted for return.

(g) Purchaser will be responsible for any and all freight costs incurred in the return of goods for credit, including any risk of loss during transportation until received by Company.

(h) In the event that the Goods returned are not acceptable for credit it is the responsibility of Purchaser to arrange for the return or disposal of rejected Goods. Company will dispose of Goods not collected within 30 days of a rejection letter.

(i) Any claim by Purchaser for short or wrongful delivery MUST BE NOTIFIED TO THE COMPANY IN WRITING WITHIN14 DAYS after delivery of the Goods to Purchaser and any claim which Purchaser does not notify with the time aforesaid (time being of the essence) shall be deemed to have been absolutely waived.

9. WARRANTY FOR GOODS - To the extent permitted by applicable law, Company warrants only that the Goods manufactured and supplied by it will conform to Company standard commercial specifications (subject to Company's right to incorporate such minor modifications as appropriate or necessary to comply with any relevant law) and be free from failure due to defects in workmanship and material for one (1) year from the date of installation of the Goods or eighteen(18) months from the date of delivery, whichever occurs first.

In the event any Good fails to comply with the foregoing warranty, or any terms are implied into these Sale Terms by applicable law in respect of any Good, which Company cannot exclude but may limit, Company will, at its option, either (a) repair or replace the defective Good, or defective part or component thereof, F.O.B. Company's facility freight prepaid; or (b) credit Purchaser for the purchase price of the Good.

All warranty claims for any non-conforming Good must be made by Purchaser in writing to Company at the address set out at the end of these Sale Terms. Purchaser will bear the expense of making the warranty claim. All non-conforming Goods must then be returned to Company at Purchaser's expense for evaluation unless specifically stated otherwise in writing by Company. This warranty excludes reimbursement for labor, gaining access, removal, installation, temporary power or any other expenses, which may be incurred in connection with repair or replacement.

The foregoing warranty does not apply in relation to:

(a) any Good supplied but not manufactured by Company (any such Good is warranted solely by the manufacturer and Company relies on the manufacturer's warranty);

(b) any Good non-conforming by reason of Purchaser's (or Purchaser's customer's) act or omission in relation to the Goods not in conformance with Company's recommendations and industry standard practice(i.e. for storage and maintenance) or due to Purchaser's (or Purchaser's customer's) accident, misuse, abuse or negligence;

(d) any Good or equipment neither manufactured nor supplied by Company, in respect of which Company makes no warranty and accepts no responsibility regarding such good or equipment's suitability or freedom from defect.

10. WARRANTY FOR UPS EQUIPMENT -Company warrants UPS Equipment purchased hereunder in accordance with the terms of the limited warranty applicable thereto ("Limited Warranty") and provided separately to Purchaser. For the avoidance of doubt, Company makes no warranty in relation to any UPS Equipment, including Power Module and/or Battery, that has been subject to damage caused by accident, fire, flood, lightning, vandalism, acts of God, Purchaser's neglect, misuse, misapplication, incorrect connection or external damage, or that has been subject to repair or alteration by Purchaser (or a third party) not authorized by Company in writing.

11. WARRANTY FOR SERVICES -To the extent permitted by applicable law, Company warrants in respect of the Services only that the:

(a) UPS maintenance services will be performed by it in a professional and workmanlike manner and will be free from defect for the period the Sales Terms are in force, or for a period or 90 days from the completion of the UPS maintenance services, whichever is the longer; and

(b) all other Services will be performed by it in accordance with generally accepted professional standards for a period of one (1) year from the date of completion of the Services.

In the event that Company's Services (including the UPS maintenance services) breach the foregoing warranties, or if any terms are implied into these Sale Terms by applicable law in respect of any Service, which Company cannot exclude but may limit, Company will, as it considers necessary, re-perform and correct those Services and/or repair and replace defective materials or workmanship.

To claim in respect of non-conforming Services under this clause, Purchaser must notify Company by writing to Company at the address set out at the end of these Sale Terms within 30 days of becoming aware of the non-compliance and Purchaser further undertakes to mitigate any further damage or loss. Purchaser will bear the expense of making the warranty claim.

Purchaser will, at its cost, provide Company with unobstructed access to the non-conforming services, as well as adequate free working space in the immediate vicinity of the non-conforming services and such facilities and systems, including, without limitation, docks, cranes and utility disconnects and connects, as may be necessary in order that Company may re-perform and/or correct the non-conforming Services. The conduct of any tests must be mutually agreed by the parties and Company must be notified of, and may be present at, all tests conducted.

This fore going warranty does not apply in respect of any Services non-conforming due to Purchaser's (or Purchaser's customer's) act or omission not in conformance with Company's recommendations and industry standard practice or due to Purchaser's (or Purchaser's customer's) accident, misuse, abuse or negligence Company's obligation under foregoing Warranty is conditioned upon receipt of all payments due from Purchaser, including interest charges, if any.

12. LIMITATION ON WARRANTIES FOR GOODS AND SERVICES -Certain legislation, including the Australian Consumer Law, may imply warranties or conditions or impose guarantees or obligations on Company which cannot be excluded, restricted or modified or cannot be excluded, restricted or modified except to a limited extent. The foregoing warranties must be read subject to these statutory provisions. If these statutory provisions apply, to the extent to which Company is entitled to do so, Company limits its liability in respect of any claim under those provisions to:

(a) in the case of goods, at Company's option:

(i) the replacement of the goods or the supply of equivalent goods;

(ii) the repair of the goods;

(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or

(iv) the payment of the cost of having the goods repaired; and

(b) in the case of services, at Company's option:

(i) the supplying of the services again; or

(ii) the payment of the cost of having the services supplied again.

To the extent permitted by applicable law and subject to the above, the foregoing warranties are Purchasers sole remedy and, except for warranty of title, there are no other express or implied warranties including any implied warranty of merchantable quality or fitness for purpose to the extent permitted by applicable law, companies obligations under the foregoing warranties, are set out in the sales terms, are companies sole liability for breach of warranty whether Purchases claims are based in contract, in tort (including negligence or strict liability), or otherwise.

13. STATUTORY RIGHTS - The following text has been included in accordance with section 102 of the Australian Consumer Law:

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 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.

To the extent our goods are not of a kind ordinarily acquired for personal, domestic or household use or consumption, then we may limit our liability as we have done so in clause 12 of these Sale Terms to repair or replacement of goods or the payment of the cost of repairing or replacing goods, or supplying services again or payment for the cost of supplying services again, in accordance with section 64A of the Australian Consumer Law.

14. LIMITATION OF LIABILITY – Purchaser agrees that to extent permitted by applicable law, and subject to clause 12, the total cumulative and aggregate liability of Company arising from or related to any Order on any grounds whatsoever whether in contract, tort (including negligence) or under statute, common law or otherwise shall not exceed an amount equal to the value of the Goods, UPS Equipment or Services on which such liability is based. To the full extent permitted by law, Company will not be liable to Purchaser in respect of any claim for any loss of profit, goodwill or business, for any interruption to business or for any consequential, indirect, special, punitive or incidental loss, whether in contract or in tort.

15. INDEMNITY - Purchaser agrees to indemnify and keep indemnified and hold Company harmless from and against all liabilities, losses, damages, costs or expenses incurred or suffered by Company, and from and against all actions, proceedings, claims or demands made against Company, arising from any of the following:

(a) as a result of the Purchaser's failure to:

(i) ensure that any safety markings on the Goods or UPS Equipment are adequately displayed;

(ii) comply with any legislation as to the labeling or marking of Goods or UPS Equipment;

(iii) take any other reasonable precautions either to bring to the attention of any potential users of the Goods or UPS

Equipment any dangers associated with the Goods or UPS Equipment, or to detect any matters in relation to which

Company may become liable, including, without limitation, liability under Part VA of the Trade Practices Act; or

(iv) otherwise comply with any laws, rules, standards or regulations applicable in relation to the goods or the use of the

Goods Or UPS Equipment;

(b) as a result of any other negligence or other breach of duty by the Purchaser; or

(c) as a result of any compliance or adherence by Company with any instructions of Purchaser in relation to the Goods or UPS Equipment or their manner of fabrication.

16. CANCELLATION/TERMINATION/CHANGE FOR GOODS AND UPS EQUIPMENT-Purchaser may not cancel or terminate an Order without prior written notice to Company and upon payment of cancellation charges which shall take into account, among other things, expenses already incurred and commitments made by Company in reliance on Order. Unless Company specifies otherwise, cancellation charges are as follows:(a) for standard items, cancellation between 61-90 days prior to shipment, 25% of the total invoice; between 31-60 days prior to shipment, 50% of the total invoice; between 0-30 days prior to shipment, or after order has shipped, 100% of the total invoice; (b) 100% of total invoice on all custom aspects of an order; (c) 100% of the total invoice on all drop ship items (e.g., batteries, racks, MBPs, PDUs, etc.) Changes made to an Order may be subject to increase or decrease in Order amount, and changes in scheduled delivery date.

17. DEFAULT IN PAYMENT -

(a) In the event that the Purchaser fails to make any payment when due, then, without prejudice to Company's other remedies and rights,

(i) interest shall accrue on the amount of the overdue payment at a rate equivalent to the Commonwealth Bank Corporate

Loan & Overdraft Reference Rates per annum calculated from the date payment was due, and all payments which are not

yet due shall immediately become due and payable by the Purchaser; and

(ii) any collection expenses incurred by Company in attempting to recover or recovery of such overdue amount shall become payable by the Purchaser.

(b) If any of the following events apply to a Purchaser, Company shall have the right to withhold further deliveries to that Purchaser and to cancel all outstanding Orders placed by that Purchaser and retain any payments already made, in

addition to any other right or remedy available to Company for the recovery of any moneys due or for any antecedent breach by that Purchaser:

(i) the Purchaser is in default of payment due for more than 7 days;

(ii) the Purchaser is or becomes an externally administered body corporate (within the meaning of the Corporations Law);

(iii) a controller (within the meaning of the Corporations Law) enters into possession or takes control of all or any of the

Purchaser's assets or undertaking; or (iv) the Purchaser is or becomes insolvent (within the meaning of the Corporations Law) or ceases or threatens to cease to carry on its business.

18. NO RESALE OUTSIDE AUSTRALIA OR NEW ZEALAND - Where Purchaser orders Goods which are semiconductor products, Purchaser is not permitted to resell these products outside Australia or New Zealand on the basis that this may contravene US laws.

19. PURCHASER'S ACKNOWLEDMENT -Purchaser acknowledges that:

(a) the descriptions, illustrations and other material contained in any catalogue, price list, brochure, leaflet or other material provided by or on behalf of Company have been provided by way of identification only and shall not form any part of these Sale Terms; and

(b) the Purchaser acknowledges that neither the Company nor any person purporting to act on its behalf has made any

representation or given any promise or undertaking which is not expressly set out in writing in these Sales; and

(c) the Goods or UPS Equipment or Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption.

20. INTELLECTUAL PROPERTY RIGHTS - Purchaser warrants that any design or instruction furnished to the Company shall not cause Company to infringe any intellectual property rights (patents, registered designs, trademarks, copyright, confidential information and the like of any party in the execution of Purchaser's Order and Purchaser agrees to indemnify Company against any infringement or unauthorized use of intellectual property rights in this regard arising out of Company executing Purchaser's Order.

Purchaser specifically agrees that the sale and purchase of the Goods does not confer on the Purchaser any license or rights under any intellectual property rights which is the property of Company.

21. SUBCONTRACTING - Company reserves the right to subcontract the production, manufacture or supply of the whole or any part of the goods or of any materials or services to be supplied.

22. WAIVER - failure by Company to insist upon strict performance of any term, warranty or condition of the Sales Terms shall not be deemed as a waiver thereof or of any rights Company may have and no express waiver shall be deemed a waiver of any subsequent breach of any term warranty and condition.

23. NOTICES - All notices shall be deemed to be given on the date of the addressee's receipt thereof. All notices or communications to Company or to Purchaser shall be directed in writing and sent by mail, facsimile or email to the address indicated in the Order or Order Confirmation, as appropriate.

24. SEVERANCE - it is agreed that if any provision of these terms and conditions should be determined to be void by any court of competent jurisdiction, then such determination shall not affect any other provision hereof, and each such other provision shall remain in full force and effect.

25. GOVERNING LAW - contracts shall be governed by and construed in accordance with the law of Queensland and Purchaser

agrees to submit to the non-exclusive jurisdiction of the courts of Queensland.

Quotation Terms

No allowance has been made for any works to be carried out outside our normal working hours (7.00am – 4.00pm, Monday to Thursday and 7.00am-3.30pm on Friday) or on Public Holidays.
Unless otherwise stated, no allowance has been made for provision of special access equipment if required.
Unless otherwise agreed in writing, charges for work performed are based on having continuous, uninterrupted, and unhindered access to the required people, equipment, facilities, and areas where the work is to be carried out.
No allowance has been made for extraneous work, patching/painting, carpet lifting or refitting, building works or decoration, should PDSS agree to carry out such work at the request of the customer then FVS will not be liable for any damage arising.
No allowance has been made for the provision of As Installed Drawings.
Acknowledgement: Due to the nature of the works to be carried out, we require acceptance of the following: - the client acknowledges that it may be necessary to render the connected equipment (load) installed in the client’s premises inoperable to enable PDSS to perform its obligations under the quoted scope of works.
Supply/installation and/or repair of any other cabling or equipment found to be defective or non-compliant.
Does not include notification to your insurance company of system isolations.
Warranty: The offered equipment warranty is subject to the manufacturer’s warranty including their terms and conditions.
Limitation of Liability: Subject to the clause “Warranty” above, PDSS shall not be under any liability, whether in contract, tort, or otherwise from any cause whatsoever, whether occasioned by negligence or otherwise for any injury, damage or loss including consequential damage or loss whether to persons or property arising out of this contract.
Ownership: Ownership of the hardware and other components and/or parts shall not pass to or become vested in the Customer until the work has been completed and payment thereof has been made in full and if default is made by the Customer in payment of any progress or final claims by PDSS then PDSS shall have the right in its absolute discretion and without further notice to enter from time to time upon the site or premises and remove all or any of the aforesaid components and/or parts whether installed or not and PDSS reserves full right for disposal of goods.
Asbestos Qualification: The quoted price presumes that the work for which this quotation is provided (the works) will be executed in an asbestos free environment. The Customer shall accept responsibility for the resolution of any problems and for delays and additional costs (if any) which may result from the presence of asbestos or asbestos contaminated material in or about the site on which the works or any part thereof to be performed.
In the event that PDSS incurs any liability as a result of discovery of any undisclosed asbestos materials, the Customer must indemnify PDSS for any such liability.
This quotation is valid for 7 days.