1. GENERAL
Unless the context otherwise requires: Account Application Form means an application for credit on the form provided to the Customer by Platinum Runs.

Agreement means the agreement for supply of Goods and/or Services between Platinum Runs and the Customer consisting of these “Conditions of Sale”, the Order for the Goods and Services accepted by PlatinumRuns, the Confirmation of Order and any variation or additional term agreed in accordance with these Conditions of Sale.

Confirmation of Order means a written document Issued by Platinum Runs which sets out a description of the Goods and/or Services, the charges and any other necessary terms, and which may include details of the Customer’s offer to purchase the Goods and/or Services.

Customer means the party to whom Platinum Runs has agreed to supply Goods and Services pursuant to the Agreement.

Platinum Runs means Platinum Runs Pty Limited, its agents and assigns.

Goods means the goods and/or services agreed to be supplied by Platinum Runs and purchased by the Customer pursuant to the Agreement.

GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Order means an order by the Customer for Platinum Runs to supply the Goods and Services in accordance with any Quote issued by Platinum Runs.

Quote means a quote provided by Platinum Runs to the Customer for purchase of Goods or Services.

Quote Rate means the Australian dollar to the US dollar (and/or Australian dollar to Euro dollar) exchange rate as certified by Platinum Runs.

Services means allot any part of the services to be provided by Platinum Runs pursuant to the Agreement.

Works means the work set out in the Agreement, and includes the provision of the Goods and/or Services.

2. QUOTE
2.1 Any brochure, catalogue, price list, internet page, Quote or other communication published or forwarded by Platinum Runs to the Customer, whether in writing or not, shall only constitute an invitation by Platinum Runs to the Customer to do business that Platinum Runs may withdraw or alter at any time.

2.2 Any Quotes given by Platinum Runs to the Customer will remain valid for a period of 30 days from the date when the Quote was given or such other period as nominated by Platinum Runs in the Quote. Thereafter the Quote will lapse.

2.3 The Customer acknowledges that any Quote given by Platinum Runs is based on information given to Platinum Runs by the Customer and Platinum Runs does not in any way guarantee that meets any specifications generates by the Customer and it is the responsibility of the Customer to review and confirm the contents of the Quote.

2.4 The price for which Platinum Runs provides the Goods and Services shall be fixed from the date of the acceptance of the Order.

3. CHANGE OF LAW & INCREASED COSTS
3.1 If as a result of a present or future law, regulation, levy or tax, or the interpretation or implementation of any of them, the cost to Platinum Runs or any related entity of it (as defined by the Corporations Act 2001) (Related Entity) of supplying the Goods and/or Services to the Customer increases, then the Customer increases, then the Customer must on demand pay to Platinum Runs such amounts as Platinum Runs determines are reasonably necessary to compensate it (or any Related Entity of it) for the increased cost of supply.

4. ORDERS
4.1 In order to purchase the Goods and Services, the Customer must place with Platinum Runs an Order setting out a full description of the Goods to repurchased, the delivery date, delivery point and any other information required by Platinum Runs at Platinum Runs’ sole discretion.

4.2 A contract shall be formed by and upon Platinum Runs accepting an Order by Platinum Runs issuing a Confirmation of Order pursuant to clause 4.1 and each contract shall be governed by the Agreement.

4.3 The Agreement shall take precedence over any other representations, agreements, arrangements or understandings relating to the Goods and Services, and any matters in connection with the Goods and Services.

4.4 Any conditions or terms of purchase submitted by the Customer deviating form or inconsistent with the Agreement will not bind Platinum Runs, not withstanding any statement by the Customer that its terms and conditions prevail over the Agreement.

5. SUPPLY OF INFORMATION
5.1 As soon as practicable after entry into this Agreement, the Customer shall supply Platinum Runs with all information required by Platinum Runs to manufacture the Goods and to provide the Services.

5.2 The Customer warrants the accuracy of all the information it provides to Platinum Runs and acknowledges that Platinum Runs shall not be responsible for any damage or loss in respect of any inaccuracy or a failure by the Customer to provide adequate information. In the event that any inaccuracy in the information provided by the Customer results in additional costs being incurred by Platinum Runs, the Customer agrees to reimburse Platinum Runs for these costs.

5.3 Platinum Runs may make reasonable modifications of any kind to the Goods prior to its delivery. If that occurs, Platinum Runs will notify the Customer prior to delivery of any modifications. If such modifications are unacceptable to the Customer, the Customer may cancel the Purchase by providing written notice.

6. TESTING
6.1 The costs of any tests to be performed on the Goods prior to the Goods being delivered shall be borne by the Customer unless otherwise agreed to in writing by Platinum Runs. Any tests required by the Customer must be agreed to by Platinum Runs and be carried out at a time mutually convenient to both parties.

6.2 If Platinum Runs is commissioning the Goods, Platinum Runs will certify to the Customer when the commissioning is completed successfully. When certified, the Customer will be taken to have accepted the Goods.

6.3 If a party other than Platinum Runs is commissioning the Goods, the Customer will be taken to have accepted the Goods once that party has certified that the commissioning has been completed successfully.

6.4 For the avoidance of doubt nothing in this clause alters the obligation of the Customer to make payment to Platinum Runs in accordance with the Agreement.

7. CREDIT FACILITIES AND PAYMENT
7.1 Credit facilities are only available to the Customer if the Customer has completed an Account Application Form and the Account Application Form has been approved by Platinum Runs in writing.

7.2 The provision of a credit account to the Customer may be withdrawn by Platinum Runs at any time.

7.3 Where an Account Application Form:
7.3.1 has not been applied for or approved by Platinum Runs, payment for Goods must be made as at the date that Platinum Runs accepts the Order; or
7.3.2 has been approved by Platinum Runs, payment for Goods supplied under the credit facilities must be paid to and received by Platinum Runs within 30 days from the end of the month in which all the Goods are invoiced or where the Goods are delivered in part, then payment for those received Goods will be paid within 30 days from the end of the month in which the received Goods are delivered.

7.4 If the Customer does not pay money by the due date for payment, or a payment made by the Customer fails to be honoured, without prejudice to any other rights which it may have against the Customer, the Customer shall be liable to pay Platinum Runs without demand interest.

7.5 The Customer must not set off any money owing or alleged to be owing by Platinum Runs against money due by the Customer to Platinum Runs.

8. CANCELLATION OF ORDERS
Following Platinum Runs issuing a Confirmation of Order, the Customer may not alter or cancel an Order without Platinum Runs prior written consent. If Platinum Runs agreed to alter or cancel the Order, the Customer will indemnify Platinum Runs against any reasonable loss, damaged expense incurred by Platinum Runs in relation to the alteration or cancellation of that Order, including the cost of return freight, return shipping to factory of origin, items purchased from third parties for inclusion in the Goods and all labour and engineering costs incurred by Platinum Runs in the execution or part execution of the Goods and including compensation payable to any of Platinum Runs’ suppliers and loss profit.

9. RETURN OF GOODS
Goods may not be returned except with written consent from Platinum Runs, upon conversing with director/manager of Platinum Runs. When Goods are returned all monies payable to Platinum Runs will remain due and payable, subject to discount, reimbursement, restocking fees or other conditions as stated in the written consent. If refund is accepted by Platinum Runs (in writing), Platinum Runs will charge 10 percent of the Goods sold.

10. DELIVERY AND STORAGE
10.1 Upon receipt of the Customer’s Order and Platinum Runs’ written acceptance of that Order, Platinum Runs will provide the Customer with an estimated date given at this time will take precedence over all other dates put forward by either party during the sales process.
10.2 All quoted delivery or consignment dates are estimates only. Platinum Runs is not obliged to meet such dates and will not be liable to the Customer by reason of delays caused by any reason whatsoever.

10.3 Platinum Runs is deemed to have delivered the Goods:
(a) unless applies, when the Goods are actually delivered to the project address kerbside nominated by the Customer; or,
(b) Where delivery to the delivery point is not made due to reasons which are the responsibility of the Customer, the date when delivery would have been affected.
Platinum Runs Quotes include delivery and insurance to project kerbside and excludes any lifting or crainage costs at project site or nominated delivery address.

10.4 All deliveries shall be made during normal business hours. Any additional costs for delivery outside of normal business hours shall be at a cost to the Customer.

10.5 Platinum Runs may deliver the Goods by instalments (where, in Platinum Runs’ opinion, this is reasonable) and issue interim invoices to the Customer.

10.6 The Customer shall indemnify and keep indemnified Platinum Runs against any loss or damage which occurs during removal of the Goods from the truck and installation, except to the extent caused by Platinum Runs negligence or wrongful act or omission. Where the Works provide for the purchase of Goods only, the Works shall be deemed completed upon delivery in accordance with the Agreement.

10.7 If Platinum Runs has agreed to make delivery and:
(a) Platinum Runs is unabale to effect delivery for reasons outside its control; or
(b) The Customer is unwilling or unable to accept delivery,
Platinum Runs may store the Goods and charge the Customer for all reasonable costs and expenses associate with such storage and delayed delivery, including, if applicable, any additional financing costs incurred by Platinum Runs by reason of a fixed price having been agreed for the Goods with the Customer or otherwise.

10.8 Without limiting any other provision the Agreement, failure by the Customer to pay any instalment, or any other amount when due, will entitle Platinum Runs to withhold or delay delivery of any remaining Goods ordered.
10.9 For delivery of the Goods, the Customer shall provide Platinum Runs with adequate and safe entry and access to the premises when required, and with all necessary equipment and services required, for the removal of the Goods from the truck, at the Customer’s cost.

10.10 The Customer shall provide Platinum Runs with adequate and safe entry and access to premises when required, and all equipment and services required, to properly provide the Services. Any such failure or delay will entitle Platinum Runs to a corresponding extension of time for Platinum Runs to complete the Works.

10.11 Risk in the Goods passes to the Customer at the time delivery is determined to occur under the Agreement.

10.12 Platinum Runs shall not be liable for any loss or damage arising from or related to any Customer failure or delay in providing entry, access, equipment or services as required by this Clause, and any additional costs incurred by Platinum Runs arising from or related to any such delay, shall be borne by the Customer.

11. SECURITY INTEREST
11.1 No legal or equitable title to the Goods shall pass to the Customer until payment infill has been made by the Customer not only of all charges for all Goods the subject of the Agreement (unless waived in writing by Platinum Runs) but also until payment has been made of all other sums due to Platinum Runs by the Customer on any account whatsoever. Until all such sums due to Platinum Runs by the Customer have been paid in full, Platinum Runs has a security interest in all Goods and their proceeds.

11.2 If the Goods are attached, fixed or incorporated into any property of the Customer, title in the Goods will remain with Platinum Runs until the Customer has made payment for all Goods, and where the Goods are mixed with other property so as to be a part of or a constituent of any new goods, goods, title to those new goods shall be deemed to be assigned to Platinum Runs as the security for the full satisfaction by the Customer of the full amount owing between Platinum Runs and the Customer.

11.3 Subject to clause 11.7 until the legal and equitable title to the Goods pass to the Customer, the Customer:
(a) shall hold the Goods as bailee of Platinum Runs returnable at will and without prior demand by PlatinumRuns;
(b) Shall, upon demand Platinum Runs, immediately deliver up the Goods to Platinum Runs; and
(c) Hereby authorises Platinum Runs to enter upon the premises upon which the Goods are stored for the purpose of taking possession thereof.

11.4 Platinum Runs shall not be liable for, and the Customer expressly releases Platinum Runs from any liability for, any damage, costs or losses arising from or in connection with the recovery of possession of the Goods by Platinum Runs.

11.5 The Customer agrees that ss. 95, 96, 117, 118, 120, 121, 125, 130, 132 (3)(d), 132 (4), 135, 142, and 143 (Relevant Sections) of the Personal Property Securities Act 2009 (PPSA) do not apply to the enforcement by Platinum Runs of any security interest created or provided for by this Contract to which the PPSA applies. The Customer waives any right it may otherwise have had under the Relevant Sections of the PPSA on such enforcement.

11.6 The Customer acknowledges receipt of a copy of these Terms and Conditions of Sale and waives any right it may have to receive from Platinum Runs a copy of any financing change statement or verification statement that is registered, issued or received at any time in relation to this Agreement.

11.7 Until title the Goods passes to the Customer, the Customer will not purport to assign any right or interest therein to any other person other than by sale of the Goods in the usual course of business (upon which title will pass to the purchaser). The proceeds of any such sales will be the property of Platinum Runs and must be held by the Customer on a fiduciary basis in a seperate bank account for the benefit to Platinum Runs immediately without demand.

11.8 The Customer shall promptly do whatever Platinum Runs reasonably requests of the Customer to:
11.8.1 ensure Platinum Runs rights in relation to the Goods are enforceable, perfected and effective; and
11.8.2 enable Platinum Runs to apply for any registration, or give any notification, in connection with this Agreement to preserve Platinum Runs’ rights in relation to the Goods.

11.9 The Customer must pay all of Platinum Runs’ costs and expenses in relation to compliance with any demand under the PPSA, or in relation to any application for, or the obtaining of, any Court order to maintain any registration in respect of any security interest created under this Agreement and the serving of such Court order on the Customer or the Registrar of Personal Property Securities.

11.10 The Customer must supply all details requested by Platinum Runs to enable Platinum Runs to register a financing statement in respect of the Goods, including providing notice to Platinum Runs if those details change.

12. INSURANCE
The Customer must keep the Goods insured against all risks for Goods of that kind from the time the risk in the Goods passes to the Customer until the time that title to the Goods passes to the Customer. The Customer holds the proceeds of that insurance on trust for Platinum Runs up to the amount it owes Platinum Runs in respect of those Goods, and must keep such proceeds in a separate account until the liability to Platinum Runs is discharged and must immediately pay that amount to Platinum Runs.

13. LIMITATION OF LIABILITY FOR GOODS
13.1 The Customer may be entitled to certain non excludable rights, protections and remedies under law including under the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth). Nothing in the Agreement including the limitations and exclusions of Platinum Runs liability in this clause 13 and the limited warranty in clause 14 is intended to restrict the effect of any rights, protections or remedies imposed by law which cannot be excluded, restricted or modified. The non excludable rights, protections and remedies under law available to the Customer may vary depending on whether the Customer is purchasing Goods for resupply or Goods or Services not ordinarily acquired for personal, domestic or household use or consumption.

13.2 To the maximum extent permitted by law, all conditions and warranties implied by statute, common law, equity, trade, custom, usage or otherwise in respect of the Goods or Services are expressly excluded.
13.3 For equipment forming part of the Goods, which equipment is not manufactured byPlatinum Runs, the original manufacturer’s warranty, if any, will apply. Platinum Runs may, at its sole option, transfer any such manufacturer’s warranty to the Customer. To the full extent permitted by law, Platinum Runs’ liability in contract, tort (including negligence or breach of statutory duty), by statute or otherwise arising for such equipment shall not exceed the liability of the manufacturer to Platinum Runs.
13.4 To the extent permitted by law, Platinum Runs limits its liability for failure to comply with statutory guarantees applying under the Australian Consumer Law to at Platinum Runs’ option:
(a) in the case of Goods:
(i) the replacement of the Goods or the supply of equivalent Goods;
(ii) the repair of the Equipment;
(iii) the payment of the cost of replacing the Goods or of acquiring equivalent Goods; or
(iv) the payment of the cost of having the Goods repaired; and
(b) in the case of Services:
(i) the supplying of the services again; or
(ii) the payment of the cost of having the services supplied again.
13.5 Platinum Runs’ liability under the Agreement will be reduced by the amount of any contributory loss or damage to the extent caused by the Customer’s act or omission.
13.6 The Customer acknowledges and agrees that, to the extent permitted by law, Platinum Runs has no liability in contract, tort (including negligence or breach of statutory duty), by statute or otherwise arising under or in connection with the Agreement for loss or damage (whether direct or indirect) of profits, opportunity, revenue, goodwill, bargain, production, contracts, business or anticipated savings, corruption or destruction of data or for any indirect, special or consequential loss or damage whatsoever.
13.7 To the extent permitted by law, Platinum Runs’ liability in contract, tort (including negligence or breach of statutory duty), by statute or otherwise, in aggregate for all claims arising under or in connection with the Agreement, shall not exceed the total dollar amount of the Goods purchased by the Customer under each contract.
13.8 The Customer indemnifies and shall keep indemnified Platinum Runs against all losses, damages, liabilities, claims and expenses (including but not limited to reasonable legal costs and defence or settlement costs) whatsoever arising out of or referable to any breach by the Customer of this Agreement except to the extent that the loss or liability is due to a negligent or wrongful act or omission of Platinum Runs, its agents, employees or subcontractors.
14. WARRANTY
14.1 Goods supplied under this Agreement are warranted by Platinum Runs against defects in design, materials and workmanship for the 18 months from the earlier of the date of invoice or from when the Goods are available for delivery to site, or 12 months from date of Goods startup/commissioning. The Goods or any part of them covered by warranty shall be repaired or replaced at the absolute discretion of Platinum Runs.
14.2 The warranty shall not apply to Goods subjected from the date on which the Goods were received by the Customer to neglect, erosion, corrosion or damage by fire or flood. Under no circumstances shall Platinum Runs be liable in any way to the Customer and Platinum Runs shall not be responsible for repairing or replacing such Goods, or any part of them, under warranty.
14.3 The warranty shall not apply to damage to the Goods arising from work carried out on the Goods or any part of them other than by a person or party authorised in writing by Platinum Runs, or arising from the Customer’s failure to notify Platinum Runs of any defects within a reasonable timeframe after the defects are detected by the Customer.

14.4 Resetting of Goods faults without first notifying, receiving advice or an inspection from Platinum Runs may void the Goods warranty.
14.5 Unless service under warranty is specifically included in the Agreement, the cost of labour for fitting of replacement parts will be at the expense of the Customer.

14.6 For the avoidance of doubt, if the Customer engages someone other than Platinum Runs to carry out any work on the Goods during the warranty period, all warranties provided by Platinum Runs shall be null and void.
15. EXPORT/RESALE
15.1 The Goods supplied are intended for use only in Australia, unless Platinum Runs otherwise agrees. If the Customer exports the Goods, it is the Customer’s responsibility to ensure that the Goods and the use to which they are put comply with the laws of the destination.

15.2 Unless otherwise stated in the Quote, the warranty and Services provided for the Goods are only applicable for project sites in Australia.

15.3 If the Customer resells the Goods, it shall not, in connection with their resale, pay or offer to pay, money or any thing of value to any government official, entity or organisation, any political party, any candidate for public office, or their employees or relatives, for the purpose of influencing purchasing decisions or for any other improper purpose.
16. INTELLECTUAL PROPERTY
Property, rights and title in all intellectual property in relation to the Goods shall at all times remain with Platinum Runs.