Australia – TERMS AND CONDITIONS OF SALE

1. DEFINITIONS/Parties
   AFPRO Filters Australia Pty Ltd.
   The Purchaser/Customer The person purchasing the products to which these terms and conditions apply.


2. PAYMENT AND INTEREST
   (a) These terms and conditions comprise the entire agreement between the parties. There are no collateral representations, warranties, agreement or undertakings of any nature whatsoever. This agreement shall not be cancelled or altered.
   (b) All sums payable to AFPRO pursuant to these terms and conditions shall be paid in full not later than 30 days from the date of invoice or on such terms as AFPRO and the Customer may agree to in writing.
   (c) Where any sum payable to AFPRO by the customer is more than 30 days in arrears, AFPRO may at its discretion charge interest on that sum at the rate of 1.5% per month and such amount of interest shall be a separate debt which shall be immediately due and payable by the customer on demand by AFPRO.


3. PRICING
   Prices are subject to change without notice as are these terms and conditions of sale. All prices quoted are exclusive of GST.


4. DELIVERY
   (a) All goods are quoted ex works by AFPRO and a delivery charge will apply unless special conditions have been negotiated prior to the goods leaving the AFPRO store. Goods will be delivered by our nominated carrier unless specified by the buyer. Whilst every endeavor will be made to meet delivery requirements, AFPRO shall not be liable for failure to deliver or delays in delivering occasioned by acts of God, War, Labor difficulties, inability to obtain materials, or any other causes whatsoever beyond our control nor will AFPRO be liable for any loss of trade or income as a result of any delay in the production or delivery of the goods.
   CLAIMS
   All claims must be made in writing and received by AFPRO within five days after receipt of products. If a shipment is received in a damaged condition, a reference must be noted and signed for on the freight consignment docket before the buyer accepts the goods.


5. WARRANTY
   Our sole obligation under this warranty is to repair or replace, at our discretion, any product or any part or parts found to be defective. AFPRO make no other representation or warranty, express or implied, including, but not limited to, any implied warranty of merchantability of fitness for a particular purpose. AFPRO shall not be liable for cartage, labor, consequential damages or contingent liabilities. Any liability however arising shall not in any event exceed the contract price for the product.


6. RETURNS
   Goods may only be returned after prior arrangements with AFPRO. Only standard products may be returned, if in original condition and resalable, within seven working days after receipt of products, whereby a restocking fee equivalent to 20% in the purchase price will apply. Special fabricated products are not returnable and will be invoiced.


7. RETENTION OF TITLE
   (a) It is expressly agreed and declared that title of the goods/product shall not pass to the customer until payment in full of the purchase price has been received by AFPRO. You shall in the meantime take custody of the goods/product and retain them.
   (b) You may resell but only as our fiduciary agent. Any right to bind us to any liability to any third party by contract or otherwise is hereby expressly negated. Any such resale is to be at arm’s length and on market terms and pending resale or utilization in any manufacturing processing is to be kept separate from its own, properly stored, protected and insured.
   (c) You will receive all proceeds whether tangible or intangible direct or indirect of any dealing with the goods/product in trust for us and will keep such proceeds in a separate account until the liability to us has been discharged.
   (d) AFPRO is authorized to appropriate payments to such goods and accounts as it thinks fit not withstanding any appropriation by you to the contrary.
   (e) In the event that you use the goods/product in some manufacturing or construction process of its own or some party of its own or some third party, then you shall hold such party of the proceeds of manufacturing or constructing process as relates to the goods/product in trust for AFPRO. Such parts shall be deemed to equal in dollar terms the amount owing to AFPRO by you at the time of the receipt of such proceeds.
   (f) AFPRO is authorized to enter upon the customers’ premises, and take all reasonable steps, to take possession of any goods/product in respect of which title has not passed.


8. The laws of the State of Victoria shall apply to any matter arising out of these Terms & Conditions and it is expressly agreed that the State of Victoria is the proper forum for the determinations of any matter arising out of these Terms & Conditions
   
   
   AFPRO Filters Australia Pty Ltd
   ABN: 96 168 355 084 +61 3 9312 4058
   44 – 48 North View Drive [email protected]
   Sunshine West www.afprofilters.com.au Melbourne 3020