These terms and conditions (Terms) set out the terms on which OSAAP Australia Pty Limited ACN 662 120 998 (OSAAP Australia) has agreed to sell goods and products (Products) to you (the Purchaser).

Background

1. OSAAP Australia offers the Products for sale.
2. In these Terms ‘OSAAP Australia’ includes OSAAP Australia Pty Limited ACN 662 120 998 and any officer, employee, agent and subcontractor of OSAAP Australia Pty Limited ACN 662 120 998.

Acceptance

1. The Purchaser may accept these Terms:
   1. expressly in writing
   2. orally; or
   3. by conduct, for example by providing OSAAP Australia with instructions either in writing or orally or by paying any part of the purchase price for the Products.

2. For avoidance of doubt, it is not necessary for these Terms to be signed to be binding and enforceable

Cancellations

1. The Purchaser may not cancel or vary any Product order once the Purchaser has confirmed the same except with OSAAP Australia’s consent in writing.
2. OSAAP Australia reserves the right to charge for any loss or damage (whether direct or indirect) suffered or incurred as a result of, or in connection with, any cancellation initiated by the Purchaser.
3. OSAAP Australia may cancel the sale of any Product at any time by giving written notice to the Purchaser. OSAAP Australia will not be liable for any loss or damage whatsoever arising from such cancellation.

Time as an estimate only

1. Any date or time quoted by OSAAP Australia regarding the delivery of Products is an estimate only and while OSAAP Australia will endeavor to meet that estimate, the parties acknowledge and agree that any failure to do so will not confer any right of cancellation on the Purchaser’s part or render OSAAP Australia liable for any loss or damage directly or indirectly sustained by the Purchaser as a result.

Payment and Invoice

1. OSAAP Australia may, at its sole discretion, require a non-refundable deposit be paid prior to delivery of the Products.
2. OSAAP Australia will invoice the Purchaser for the Products and all reasonable out of pocket expenses (including but not limited to shipping fees, delivery costs, insurances, taxes and duties) or disbursements incurred by OSAAP Australia in delivering the Products.
3. The Purchaser agrees to pay OSAAP Australia by the due date for payment detailed in the corresponding invoice.
4. The Purchaser consents to OSAAP Australia sending invoices electronically to the Purchaser’s usual email address.

Interest

1. If the Purchaser defaults in making payment in accordance with these Terms, OSAAP Australia may in its absolute discretion and without notice:
   1. charge the Purchaser interest at an annual rate of 12% on any amount remaining unpaid
      on the day after the due date for payment as set out in the invoice;
   2. withhold any or all Products until all unpaid amounts, including interest, are paid; and
   3. require the Purchaser to reimburse OSAAP Australia for all collection costs including (but not limited to) legal costs incurred by OSAAP Australia, calculated on a solicitor and Purchaser basis, as a consequence of OSAAP Australia instructing its solicitor to provide advice to it in connection with the default and/or to institute such recovery process as OSAAP Australia in its absolute discretion decides and any other costs, expenses, losses or damages arising out of a breach of this Agreement.

Title to Products

1. Title to Products will not pass from OSAAP Australia to the Purchaser until:
   1. OSAAP Australia receives payment in full of all money owing by the Purchaser to OSAAP Australia on any account whatsoever; and
   2. the Purchaser has met all of its other obligations to OSAAP Australia.
2. Until title to the Products passes to the Purchaser in accordance with clause 14 the Purchaser holds the Products as bailee and fiduciary agent of OSAAP Australia.
3. Notwithstanding clause 15, risk in the Products shall pass to the Purchaser upon the earlier of the date:
   1. the Purchaser or the Purchaser’s nominated carrier taking possession of the Products; or
   2. OSAAP Australia or the OSAAP Australia’s nominated carrier delivering the Products to the Purchaser’s nominated delivery address (whether or not the Purchaser is present at the address) including where the Purchaser requests that the Products be left outside the Purchaser’s premises in which case delivery is deemed to have taken place by leaving it outside the Purchaser’s premises.

No warranties regarding Products

1. The Purchaser is responsible for selecting the Products.
2. The Purchaser acknowledges that the Purchaser does not rely, and that it is unreasonable for the Purchaser to rely, on the skill and judgment of OSAAP Australia as to whether a Product is reasonably fit for the Purchaser’s purpose.
3. OSAAP Australia does not provide any warranty with respect to the Products and excludes all liability in respect of the Products.
4. All warranty claims or refunds in respect of the Products must be submitted by the Purchaser directly to the manufacturer.
5. Returns of defective Products must be directed to the manufacturer.
6. Notwithstanding clauses 17 – 21 OSAAP Australia will replace any faulty Product within 12 months of the date of purchase provided that the fault is a true manufacturer’s fault and not due to incorrect use or storage by the Purchaser.

Accuracy of information

1. The Purchaser acknowledges and agrees that the Purchaser is personally responsible and liable for ensuring all Purchaser details, including, but not limited to, shipping and delivery details, are correct when purchasing Products from OSAAP.
2. OSAAP Australia will not be responsible or liable for Products incorrectly shipped or delivered where the Purchaser has incorrectly inputted any information. GST
3. If GST is or becomes payable to the Australian Taxation Office by either party in relation to a supply under this Agreement, the recipient of that supply must pay to the party making that supply an amount equal to the GST in addition to the amount payable and at the time that the amount payable is paid.
4. Any party that becomes aware of the occurrence of any adjustment event in connection with this Agreement must notify the other party as soon as practicable.
5. The parties must then take whatever steps are necessary and make whatever adjustments are required to ensure that any additional GST, or refund of GST, on that supply is paid no later than 30 days after the parties first became aware of the adjustment event. For the purposes of these Terms, terms which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the meaning given to them in that act.

Limited Liability

1. To the maximum extent permitted by law, OSAAP Australia excludes its liability (including, but
   not limited to, liability in tort, contract and for breach of statute) to the Purchaser or any other
   person for:
   1. any damages (including without limitation, direct, incidental, consequential, indirect or
      punitive loss or damages, or damages resulting from lost profits, damage to property, loss
      of use, loss of contract, business interruption) loss or expense sustained by any person
      and caused by any act, omission, error, negligence of OSAAP Australia, OSAAP Australia’
      officers, employees, contractors or agents or any other person, arising out of or in
      connection with the delivery and use of the Products; and
   2. in particular, but without limiting clause 28.a, any loss or damage consequential or
      otherwise suffered or incurred by the Purchaser or any other person caused by or
      resulting directly from any failure, defect or deficiency of any kind of or in the Products.
2. To the extent OSAAP Australia is unable to exclude its liability and to the extent permitted by law:
   1. OSAAP Australia will not be liable for any indirect and/or consequential loss and/or
      expense (including loss of profit) suffered or incurred by the Purchaser; and
   2.  OSAAP Australia’ aggregate liability for all claims under this Agreement will be limited to $100.00 or the cost of the Product, whichever is less.

Release and indemnity

1. Where OSAAP Australia or its officers, employees, contractors, agents or suppliers, or any other person enters the Purchaser’s premises or the premises of a third party nominated by the Purchaser to enable the delivery of the Products or otherwise, the Purchaser:
   1. releases OSAAP Australia from any claim in respect of injury to any person or damage
      occasioned to the premises or property; and
   2. indemnifies and holds OSAAP Australia harmless from and against any loss, damage or
      liability suffered or incurred by OSAAP Australia in respect of injury to persons or damage
      occasioned to the premises or property or the premises or property of a third party.

Force Majeure

1. OSAAP Australia will not be liable for any failure or delay in the supply of any Product where such failure or delay is wholly or partly due to any cause or circumstances whatsoever outside the reasonable control of the OSAAP Australia including, but not limited to pandemic, war, strikes, theft, explosions, acts of terrorism, lockouts, industrial disputes or unrest, government restrictions or intervention or restrictions or intervention of other competent authorities, transport delays, fire, act of God, breakdown of plant, shortage of supplies or labor, storms or tempest, vandalism or riot, civil commotions, accidents of any kind, failure by subcontractors or the late arrival of inventory or other material (each an ‘Event of Force Majeure’).
2. OSAAP Australia’s obligations will be suspended until the Event of Force Majeure ceases to cause the failure or delay (as the case may be). The Purchaser will not be relieved of any obligation to make payment to OSAAP Australia regardless of any Event of Force Majeure.

Termination

1. If the Purchaser:
   1. fails to make any payment due under these Terms;
   2. breaches of any of the Purchaser’s obligations under these Terms;
   3. in the case of a corporation, becomes insolvent; or
   4. in the case of an individual, dies or is unable to pay their debts when they become due,

OSAAP Australia may at its discretion treat their engagement as terminated and any amounts owing to OSAAP Australia then unpaid whether or not due under these Terms shall immediately become due and payable and such termination shall be without prejudice to any claim or rights OSAAP Australia may possess.

Severability

1. If any provision of these Terms should be held to be invalid or in any way unenforceable, the
   remaining provisions must not in any way be affected or impaired.

Miscellaneous

1. The rule of interpretation which sometimes requires that an agreement be interpreted to the disadvantage of the party which put the agreement forward, does not apply.
2. The Purchaser will not be entitled to set off against any sums owed or claimed to be owed to the Purchaser by OSAAP Australia nor to withhold payment of any invoice because part of that invoice is in dispute.
3. OSAAP Australia may license or sub-contract all or any part of its rights and obligations without the Purchaser’s consent.
4. The Purchaser warrants that it has the power to accept these Terms and has obtained all necessary authorizations to allow it to do so, it is not insolvent and that these Terms create binding and valid legal obligations on it.
5. Failure or delay by either party to enforce a provision of these Terms or any power, remedy or right under this Agreement must not be construed as a discharge, release, vary or waiver by that party of the provision or in any way affect the validity of these Terms.
6. These Terms and any dispute or claim between OSAAP Australia and the Purchaser arising from or in connection with it, or the Services provided hereunder, will be governed by the laws of New South Wales