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Conditions of Sale

Pacific Water Technology Pty Ltd (ACN 166 795 437) TERMS OF TRADE

  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.

  1. 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).

  1. 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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.

14.3       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.

  1. 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.

  1. 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. 

  1. 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).

  1. 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.

  1. 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. 

  1. 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.

  1. 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.

  1. 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.

  1. 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.

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