1. Definitions

In these Terms the following terms have the meanings indicated:

‘Ventis’ means Ventis Pty Ltd (ABN 27 610 668 623) together with its agents, servants and employees.

‘Contract’ means any agreement for the sale of Goods entered into between Ventis and the Purchaser.

‘Goods’ means Equipment sold by Ventis.

‘Order’ shall include any acceptance by the Purchaser of a tender, quotation or offer made by Ventis.

‘Offer’ means any formal offer made by Ventis to the purchaser including tenders or quotations.

‘Purchaser’ means any person who acquires or agrees to acquire Goods from Ventis and any successor in title to those Goods.

‘Terms’ means these terms and conditions of sale.

‘GST’ means the goods and services tax imposed by a government in which the Purchaser resides.

2. Introduction

2.1 Ventis has set out in this document our basic terms of business (the “Terms”), which, together with our Offer, when accepted by the Purchaser constitutes a Contract of Sale. If there is any conflict between these Terms of Business and Ventis’s offer then the Offer shall prevail.

3. Formation and Scope of the Contract

3.1 Unless there is express written agreement to the contrary, Ventis contracts upon terms that any Contract is subject to the Terms and Conditions of Sale. Any Order placed by the Purchaser shall be conclusively deemed to have been made subject to the Terms and Conditions in force as at the date the Order is received by Ventis, irrespective of any contrary terms printed on or accompanying the Purchaser’s order documentation, and such contrary terms shall in no circumstance prevail.

3.2 A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

4. Confirmation of Orders

4.1 No Order placed by the Purchaser shall be binding on Ventis unless and until Ventis accepts the Order. Acceptance of any Order may be made by Ventis taking any steps to satisfy the Order. Any Order which has been accepted by Ventis may not be cancelled by the Purchaser except with the agreement of Ventis and, in such circumstances, only on the basis that the Purchaser shall indemnify Ventis in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Ventis as a result of such cancellation.

5. Price

5.1 All Orders will be invoiced at the quoted prices in effect at the time of delivery of the Goods.

5.2 GST inclusive amounts.  For the purposes of these Terms and Conditions where the expression ‘GST inclusive’ is used in relation to a price, an amount payable or other consideration to be provided for a supply under these Terms and Conditions, the amount or consideration will not be increased on account of any GST payable on that supply.

5.3 Consideration is GST exclusive. Any consideration to be paid or provided to Ventis for a supply made by Ventis under or in connection with these Terms and Conditions unless specifically described in these Terms and Conditions as ‘GST Inclusive’, does not include an amount on account of GST.

5.4 Gross up of consideration.  Despite any other provision in these Terms and Conditions, if Ventis makes a supply under or in connection with these Terms and Conditions on which GST is imposed (not being a supply the consideration for which is specifically described in these Terms and Conditions as ‘GST inclusive’):

a) the consideration payable or to be provided for that supply under these Terms and Conditions but for the application of this clause (‘GST’ exclusive consideration’) is increased by, and the Purchaser must also pay to Ventis an amount equal to the GST payable by Ventis on that supply; and

b) the amount by which the GST exclusive consideration is increased must be paid to Ventis by the Purchaser without set off, deduction or requirement for demand, at the same time as the GST exclusive consideration is payable or to be provided.

5.5 Reimbursements (net down).  If a payment to a party under these Terms and Conditions is a reimbursement or indemnification, calculated by reference to a loss, cost or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that loss, cost or expense.

5.6 Purchaser Warranty and Indemnity.  The Purchaser warrants that where GST is imposed on a supply made by Ventis under or in connection with these Terms and Conditions and the consideration for that supply was not increased under this clause 5 as the parties mistakenly regarded the supply as GST-free, the Purchaser will indemnify Ventis for and in respect of the GST (including any interest or penalty) imposed on or in respect of that supply.

6. Payment and Default

6.1 Unless otherwise expressly agreed in writing, or specified in a separate dealership or agency agreement, the full purchase price shall be paid to Ventis upon installation of the Goods.

7. Delivery Times

7.1 Subject to clause 8, Ventis will use reasonable endeavours to achieve any delivery times stated by Ventis.

7.2 Times stated by Ventis for delivery are estimates only. Ventis does not guarantee that the delivery of the Goods will be within the delivery times stated by Ventis and no liability shall attach to Ventis in the event of delivery being delayed by any circumstances. In no circumstances shall delay amount to, or be deemed to be a breach of the Contract and the Purchaser shall not be entitled to treat the Contract as repudiated by reason of any delay in delivery.

8. Delivery and Risk

8.1 In circumstances where the product is being shipped to a region where the purchaser is arranging installation and unless expressly agreed otherwise by Ventis in writing, or specified in a separate dealership or agency agreement, all Goods sold to Purchaser are delivered on an Ex-Works basis meaning the Purchaser is responsible for arranging freight and insurance of the Goods from Ventis’s premises to the Purchaser. Should the Purchaser request Ventis to arrange freight and insurance on behalf of the Purchaser;

a) Ventis shall advise the Purchaser of the estimated cost of freight and insurance prior to despatch of the Goods.

b) Ventis shall include the cost of freight and insurance on the overall invoice for the Goods which is payable in full prior to despatch of the Goods.

c) Freight terms remain Ex-Works.

8.2 The Purchaser is responsible for complying with any legislation or regulations governing the importation of the Goods in the country of destination and for all local taxes and any customs or import duties payable for Goods delivered outside Australia.

9. Title to Goods

9.1 Irrespective of the time when risk in the Goods shall pass, passing of property in these Goods shall be determined as follows:

a) Property in the Goods shall remain with Ventis until the Purchaser has made payment in full to Ventis of the purchase price and any other indebtedness of the Purchaser to Ventis;

10. Purchaser’s Representations and Acknowledgments

10.1 In circumstances where the product is being shipped to a region where the purchaser is arranging installation The Purchaser acknowledges that it is responsible for informing Ventis of all requirements the Purchaser has relating to the use of the Goods in the country or state of intended use, including, but not limited to, all statutory or other like requirements relating to marking, labelling and/or packaging.

10.2 In circumstances where the product is being shipped to a region where the purchaser is arranging installation the Purchaser shall not be entitled to refuse to accept the Goods or pay the purchase price, nor shall Ventis be liable in any way whatsoever if the Goods fail to comply with any local requirements not disclosed by the Purchaser in writing to, and accepted by, Ventis prior to the formation of the Contract. The Purchaser indemnifies Ventis in full against any loss or damage suffered by Ventis howsoever arising out of any failure to comply with any requirements not disclosed by the Purchaser in writing to, or not accepted by, Ventis prior to the formation of the Contract.

10.3 The Purchaser acknowledges that:

a) It has selected the Goods from a range of products offered by Ventis and the Purchaser has satisfied itself that the Goods meet the Purchaser’s requirements;

b) no oral or written information, representation or advice given by or on behalf of Ventis, other than as contained in the Terms and Conditions, creates a warranty or in any way increases the scope of the Terms and Conditions, and;

c) unless expressly agreed otherwise in writing, the Purchaser has not relied on any information, representation or advice given by or on behalf of Ventis in selecting the Goods; and Ventis makes no representation that its Goods conform to country, state or local laws, ordinances, regulations, codes or standards (except as may otherwise be agreed to in writing by Ventis) and the all local laws relating to the use of the goods at its own cost and expense.

11. Use of Goods

11.1 Where the Purchaser is an end-user of the Goods, it warrants that it will use the Goods in conformity with:

a) Practices that are consistent with industry practice;

b) All applicable laws and regulations, guidelines and decisions of judicial or regulatory bodies;

c) Any patent or other proprietary rights of third parties; and

d) Ventis’s instructions, including only in conjunction with accessories and consumables recommended by Ventis.

11.2 Where the Purchaser is a Distributor or Agent of the Goods, it warrants that it will use its best efforts to procure that the end-user(s) of the Goods will use the Goods in conformity with paragraphs 11.1(a) to (d) above and will, in any event inform any end-user in writing of the above requirements for the use of the Goods.

12. Product Warranty

12.1 Ventis warrants that, subject to clause 12.3, Goods manufactured by Ventis will be free from defects caused by manufacture for a period of 12 months from the date an invoice is issued by Ventis. Should any fault occur within that period as the result of such defect, Ventis will make all necessary repairs, or at Ventis’s sole discretion, replace the Goods at no charge to the Purchaser except for delivery.

12.2 To the fullest extent permitted by laws relevant to the sale and supply of Goods by Ventis to the Purchaser, in the case of Goods not manufactured by Ventis, Ventis’s warranty in clause 12 shall be limited to the warranties implied by law and any further warranty contained in any manufacturer’s warranty for those Goods.

12.3 The warranty contained in clause 12 shall not apply in the following circumstances:

a) in respect of loss or damage caused by the installation, configuration, commission or use of the Goods other than strictly in accordance with the terms of use of the Goods, including without limitation loss or damage caused as a result of a failure to service, maintain or use the Goods in accordance with Ventis’s instructions, or caused by rough or negligent handling of the Goods;

b) In respect of loss or damage caused by an act of God or any other cause not within

Ventis’s control or otherwise not related to the Goods;

c) The use of accessories or consumables with the Goods which are not approved of or recommended by Ventis;

d) Modification of any software in the Goods without the written approval of Ventis;

e) The use of spare parts other than those supplied by Ventis.

12.4 To the fullest extent permitted by laws relevant to the sale and supply of the Goods by Ventis to the Purchaser, Ventis’s liability for breach of a condition or warranty implied by such laws, including any incidental or consequential loss which the Purchaser may sustain or incur shall be limited to one of the following, at the sole discretion of Ventis:

a) Replacement of the Goods;

b) Repair of the Goods;

c) Payment of the cost of replacing the Goods or acquiring equivalent Goods; or

d) Payment of the costs of having the Goods repaired.

12.5 Ventis shall not be liable (whether for breach of the Terms and Conditions, negligence or otherwise) for loss of profits or special, consequential or indirect loss or damage.

12.6 Save for the express conditions and warranties herein contained all other conditions and warranties (whether as to the quality, fitness for purpose or any other matter) expressed or implied by statute, the common law, equity, trade custom, usage or otherwise are hereby expressly excluded provided that nothing in these Terms and Conditions shall exclude or limit the liability of any breach of a term or condition implied by law, the exclusion or limitation of which is not permitted by law.

12.7 Goods returned under warranty for repair or testing will incur a charge, to be fixed by Ventis, if no fault is found.

12.8 Warranty delivery, insurance and custom responsibilities are as follows:

a) The Purchaser shall bear the cost of delivery and insurance of any Goods returned to Ventis under warranty and any customs or import duties payable on the return of such Goods from Ventis to Purchaser after replacement or repair.

b) Ventis shall pay any customs or import duties payable on goods returned under warranty from Purchaser to Ventis; and

c) Provided the warranty in clause 12 applies, Ventis shall bear the costs of delivery and insurance of any repaired or replacement goods from Ventis to the Purchaser.

12.9 Where Goods are returned under warranty or where the Purchaser has advised Ventis in writing that the Goods are faulty but has not as yet returned the Goods, Ventis may, at its sole discretion and subject to clause 12.10, provide to the Purchaser a replacement item with specifications that are not less than those of the Goods returned or to be returned.

12.10 Ventis shall be entitled to invoice the Purchaser in respect of a replacement item provided to the Purchaser in accordance with clause 12.9 at the full price of that replacement item if the Goods to be returned by the Purchaser are not received by Ventis within 30 days of the despatch of the replacement item.

12.11 Notwithstanding the provisions of this clause 12 nothing contained in any written warranty or in these Terms and Conditions shall have the effect of restricting or excluding the liability of Ventis in respect of death or personal injury resulting from the proven negligence of Ventis or under the applicable Consumer Protection Act. In addition, nothing in these Terms and Conditions affects the liability of either party for fraudulent misrepresentation.

13. Claims

13.1 No claims will be recognised in respect of any mistake or shortage or over supply of Goods after seven (7) days from the delivery date.

13.2 Unless otherwise expressly agreed in writing, Ventis shall not accept any conditions providing for the payment by Ventis of liquidated damages or other penalties for delayed delivery of Goods or provision of information or for any other reason whatsoever.

14. Return of products

14.1 Goods are not supplied on a sale or return basis. At Ventis’s sole discretion, Ventis may accept the return of Goods supplied, subject to the following conditions:

a) Goods must be returned to Ventis or a nominated agent in good order and condition, be resalable and be returned within seven (7) days of the date of delivery;

b) Before returning Goods the Purchaser must first obtain a Return Authorisation Number (RAN) from Ventis;

c) When returning Goods the Purchaser shall quote the invoice number, RAN and date;

d) The Purchaser shall pay freight charges to return the Goods to the place of business of Ventis;

e) The Purchaser shall pay a restocking fee of an amount determined by Ventis at its sole discretion for handling; and

f) Subject to the provision of clause 12 the return of Goods for credit will not be accepted except upon prior written agreement from Ventis.

14.2 If Purchaser returns any Goods to Ventis either under warranty (clause 12) or under clause 14 above it must use its best efforts to prepare the Goods for shipping in strict compliance with any instructions or guidelines provided to Purchaser by Ventis.

15. Intellectual Property Rights

15.1 The Purchaser acknowledges Ventis’s licence to use or ownership of the patents, trademarks, designs and any other intellectual property rights contained within the Goods manufactured or supplied by Ventis and in particular agrees that neither the Purchaser, nor its servants or agents, will attempt to do anything with any of Ventis’s intellectual property rights which will render the Purchaser liable to Ventis for violation or infringement of its intellectual property rights.

16. Indemnity

16.1 The Purchaser indemnifies and holds Ventis harmless from and against any and all losses, costs and expenses of Ventis, including legal fees and expenses, in any way relating to:

a) Any use of Goods not in compliance with these Terms and Conditions;

b) Any violation or infringement of any patent or other proprietary rights of third parties by the Purchaser in the handling or use of the Goods; or

c) Any other use or misuse of the Goods by the Purchaser.

17. Modifications to Goods

17.1 Where the Purchaser provides information and / or instructions in writing to Ventis and where Ventis makes any modifications, alterations or adjustments to any Goods as a result of or in reliance upon the information or instructions provided by the Purchaser, the Purchaser indemnifies Ventis in full against any loss or damage suffered by Ventis howsoever arising out of any reliance by Ventis on the information or instructions provided by the Purchaser.

18. Data Protection

By completing this Contract and submitting personal information (‘Information’) to Ventis, the Purchaser consents to its Information being processed by Ventis as follows:

a) Ventis will use the Information to supply Goods requested by the Purchaser and to supply marketing, administration and related services, including such transfer of Information to employees, agents and third parties as required for these purposes;

(i) Ventis may maintain a database or similar record of Information for marketing purposes and to enable Ventis to send the Purchaser relevant Information from time to time. Ventis may transfer its business assets (which include Information) on re-organisation, sale or merger of the whole or any part of its business;

(ii) Ventis reserves the right to transfer such Information as required to obtain legal advice, comply with legal requirements, enforce or apply this Contract and other agreements, or protect the rights, property or safety of Ventis, its clients, customers and others;

b) If Ventis intends to transfer Information other than as set out above, the Purchaser will receive notice and be given the opportunity to decline the transfer.

19. General

19.1 No Waiver. Failure by Ventis to insist upon strict performance of any term, warranty or condition of this Contract shall not be deemed a waiver of any term, warranty or condition, or of any rights.

20. Governing Law

20.1 A Contract between the Purchaser and Ventis is subject to the laws of New South Wales and the Commonwealth of Australia and the Client submits to the jurisdiction of the Courts of New South Wales and the Commonwealth of Australia