These Terms and Conditions outline the trading relationship between Pneumatic Equipment Repair Sales & Service Pty Ltd (“Persas”) and the Customer. These Terms and Conditions supersede any existing or previous agreements and will continue to apply until otherwise notified in writing by Persas or varied in accordance with clause 13 below.

1. ORDER FOR GOODS OR SERVICES
An order given to Persas is binding on Persas and the Customer, when it is:
(a)
formally accepted in writing by Persas; or
(b)
the goods are dispatched or services are performed by Persas in accordance with the order.
Persas reserves the right to accept only a part of any order by notifying the Customer in writing or by delivering part of the goods to the Customer. The Customer agrees to these Terms and Conditions and accepts that these Terms and Conditions will take precedence over any terms contained in the Customer’s order.
To the extent permissible by law, an order which has been accepted in whole or in part by Persas cannot be cancelled by the Customer without obtaining the prior written approval from Persas, which it may refuse in its absolute discretion.

2. PRICES
Persas reserves the right to change any prices without notice.
The Customer acknowledges and agrees that the invoice they receive for the goods shall reflect prices as established by Persas on the applicable dispatch date.

3. PAYMENTS
Invoice payment must be made by the Customer so that Persas receives monies on or before thirty
(30) days from the invoice date, unless Persas agrees to a different date in writing or being a cash in advance paying client.
Should the Customer fail to make a payment when due, then Persas reserves the right to:
(a)
charge interest on the overdue amount at the same rate charged by Persas’s bankers for overdraft, which will accrue from the invoice due date until the date payment is received by Persas; and/or
(b)
suspend any further deliveries, until outstanding payments have been received; or
(c)
terminate any existing delivery orders without affecting any Persas’s legal rights or remedies.
If the Customer places an order exceeding its granted credit limit, the difference in order value and its available credit shall be paid in advance upon order placement and acceptance by Persas.

4. GST
Unless specified otherwise, all monetary amounts expressed in the invoice are exclusive of GST and any other applicable taxes, duties, imposts and other similar charges payable in respect of services provided.
If any supply is a taxable supply within the meaning of the GST Law, Persas may in addition to any payment for the supply, recover the amount of the GST applicable to the supply.
The Client will pay any amount of GST payable for a supply at the same time as the payment for the supply to which it relates.
GST and GST Law have the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

5. SERVICE PERFORMANCE
Persas will use reasonable endeavours to perform the services in accordance with the agreed specifications and timelines.
The Customer acknowledges that any timelines provided are estimates only and Persas is not liable for any delays.

6. RETURNS
Other than in the case of warranty or consumer guarantee claims:
(a)
goods may be returned only by written approval from Persas; and
(b)
a restocking charge of up to 25% of the invoice price may be charged at Persas’s discretion, to offset Persas costs in any quality rechecking, packaging and administrative costs of such returns.

7. DELIVERY
Subject to any applicable laws, the times quoted for delivery are estimates only and Persas accepts no liability for failure or delay in delivery of goods.
The Customer is not relieved of any obligation to accept or pay for goods by reason of any delay in delivery.
Goods may be delivered by instalments at the discretion of Persas.
Risk in goods passes to the Customer on delivery, which occurs when the goods are delivered to the Customer’s premises as indicated on the order.
Persas is not liable for any failure or delay in delivering goods to the extent that any failure or delay is caused by the Customer’s failure to comply with its obligations under these Terms and Conditions. 

8. TITLE OF GOODS
Risk in the goods shall pass upon delivery but title to the goods will remain with Persas until all monies owing by the Customer to Persas have been paid in full, whether such monies are in respect of the monies payable under a specific contract or on any other account whatsoever. Until such time the Customer must store the goods in a manner which clearly indicates that the goods are owned by Persas.
The Customer will hold the goods as bailee, subject to the Customer’s right to deal with the goods in the ordinary course of its business on the basis that any monies received as result of such dealing will be held by the Customer in a separate account for the benefit of Persas.
In the event that the Customer deals with the goods but does not obtain payment, the Customer must assign to Persas any debt owed to the Customer in relation to such dealing and irrevocably appoints Persas as its attorney with all powers permitted by law for the purpose of perfecting any such assignment and effecting the recovery of any such debt in the name of the Customer for the benefit of Persas.
The provisions of this clause shall apply notwithstanding any subsequent or other agreement between the parties under which Persas or a related company of it gives the Customer credit.
Persas is authorised to enter the premises of the Customer without prior notice in order to retake possession of any goods to which title has not passed to the Customer and remain on such premises until all the goods have been collected. The Customer agrees to pay all expenses, legal or otherwise, incurred by Persas by reason of retaking or attempting to retake possession of goods.

9.PERSONAL PROPERTIES SECURITIES ACT 2009 (Cth) (“PPSA”)
Defined terms in this clause have the same meaning as given to them in the PPSA.
Persas and the Customer acknowledge that these Terms and Conditions constitute a Security Agreement and give rise to a Purchase Money Security Interest in favour of Persas over the goods supplied or to be supplied to the Customer. The goods supplied or to be supplied under these Terms and Conditions fall within the PPSA classification of
“Goods” acquired by the Customer.
Persas and the Customer acknowledge that Persas (as the “Secured Party”), is entitled to register its interest in the Goods supplied or to be supplied to Customer (as the “Grantor”) on the Personal Properties Security Register as Collateral.
To the extent permissible at law, the Customer:
(a)
waives its right to receive notification of or a copy of any Verification Statement confirming registration of a Financing Statement or a Financing Change Statement relating to a Security Interest granted by the Customer, as Grantor, to Persas.
(b)
agrees to indemnify Persas on demand for all costs and expenses, including legal costs and expenses on a solicitor/client basis, associated with the:
i.
registration or amendment or discharge of any Financing Statement registered by or on behalf of Persas; and
ii.
enforcement or attempted enforcement of any Security Interest granted to Persas by the Customer.
(c)
agrees to contract out of and that nothing in sections 95, 96, 117, 118, 121(4), 123, 129,
130 to 143 of the PPSA will apply to these Terms and Conditions.
(d)
agrees to waive its right to do any of the following under the PPSA:
i.
receive notice of removal of an Accession under section 95;
ii.
receive notice of an intention to seize Collateral under section 123;
iii.
object to the purchase of the Collateral by the Secured Party under section 129;
iv.
receive notice of disposal of Collateral under section 130;
v.
receive a Statement of Account if there is no disposal under section 130(4);
vi.
receive a Statement of Account under section 132(3)(d) following a disposal showing the amounts paid to other Secured Parties and whether Security Interests held by other Secured Parties have been discharged.
vii.
receive notice of retention of Collateral under section 135;
viii.
redeem the Collateral under section 142; and
ix.
reinstate the Security Agreement under section 143.

10. WARRANTY, INDEMNITY AND LIABILITY
The warranty details and terms applicable to the goods can be reviewed by the Customer at https://www.persas.com.au/about/terms/ and they are essential part of these Terms and Conditions. By agreeing to these Terms and Conditions, the Customer confirms that they have read and accepted the warranty terms.
Persas warrants that the services will be performed with reasonable skill and care. If any services are found to be defective within thirty (30) days of completion, Persas will, at its option, either re-perform the services or refund the fee paid for the services.
To the extent permitted by law, Persas excludes:
(a)
all other rights, representation, guarantees, conditions, undertakings, remedies or warranties whether implied or otherwise; and
(b)
any liability to the Customer, whether in contract, tort (including negligence or breach of statutory duty) or otherwise, for any special, indirect or consequential loss arising under or in connection with these Terms and Conditions, including any:
i.
increased costs or expenses;
ii.
loss of production, profit, revenue, business, contracts; or anticipated savings;
iii.
loss or expense resulting from a claim by a third party; or
iv.
damage or fault in performance arising out of incorrect or inappropriate operation of the goods by the Customer;

To the extent permissible by law Persas’s liability
is limited to, at Persas’s option:
(c)
the replacement of the goods or the supply of equivalent goods;
(d)
the repair of the goods;
(e)
the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(f)
the payment of the cost of having the goods repaired;
(g)
in respect of the supply of services, to the extent that any service is defective, re-perform the services or refund the fee paid for the services.

11. TERMINATION
If the Customer becomes bankrupt or goes into liquidation, administration then Persas may terminate any agreement and/or these Terms and Conditions immediately by written notice to the Customer.
If the Customer fails to make payment due under clause 3, Persas may terminate any agreement and/or these Terms and Conditions by written notice to the Customer, without prejudice to its other rights.
In addition to any other rights that Persas may have under these Terms and Conditions, Persas may at any time, in its absolute discretion and without cause, terminate these Terms and Conditions in whole or in part by five (5) days written notice to the Customer.
If the Customer breaches any Terms and Conditions, Persas may at its discretion terminate any agreement and/or the Terms and Conditions immediately in writing to the Customer.
Any termination under this clause 11 saves for any rights or remedies that Persas may have under these Terms and Conditions or at law, and Persas’s rights or remedies shall survive termination.

12. DISPUTES
The parties agree to use their best endeavours to resolve, by negotiation, any problem that arises between them. If a party considers a dispute has arisen in relation to any matter covered by these Terms and Conditions that party must promptly give the other party written notice of the items of dispute. If the dispute cannot be resolved within ten (10) days by negotiation, the parties may confer with a mutually agreed third party to assist to resolve the dispute by mediation. If the dispute cannot be resolved within thirty (30) days by mediation, the dispute may be referred to arbitration pursuant to the laws of the State of New South Wales.

13. GENERAL
These Terms & Conditions apply to any goods supplied by Persas, including repaired or replacement goods.
These Terms and Conditions are to be governed and construed in accordance with the laws from time to time in the State of New South Wales and the Commonwealth of Australia. Any disputes arising out of or in connection with these Terms and Conditions shall be subject to the exclusive jurisdiction of the courts of New South Wales.
These Terms and Conditions contain all of the terms and conditions of the contract between the parties and may only be varied by agreement in writing between the parties.

Any conditions found to be void, unenforceable or illegal may, to that extent be severed from these Terms and Conditions.