GENERAL TERMS AND CONDITIONS OF SUPPLY

1. BACKGROUND
   1. Aero Healthcare Au Pty Ltd  is a leading supplier of medical products and services.
   2. The Customer wishes to purchase products and/or services from AERO HEALTHCARE and the Customer will be bound by the terms and conditions outlined in this document.
   3. These Terms and Conditions of Supply (‘T&C’) provide the basis for co-operation between AERO HEALTHCARE and the Customer.
2. DEFINITIONS

   Unless the context dictates otherwise:

   AERO HEALTHCARE means Aero Healthcare Au Pty Ltd (ACN 614 308 146) also referred to as the secured party for the purposes of the PPSA.
   Business Day means a day other than a Saturday, Sunday or designated public holiday in New South Wales.
   Contract means the agreement resulting from the acceptance by AERO HEALTHCARE of the Order for Goods (including as a security agreement), and is deemed to include these T&C’s, the current price list of AERO HEALTHCARE, the information on any invoice, and any variations and specific agreements agreed to in writing by the Customer and AERO HEALTHCARE.
   Customer means anyone who purchases or orders Goods or Services or applies for credit from AERO HEALTHCARE. Customer is also referred to as the grantor for the purposes of the PPSA.
   Goods means products supplied or to be supplied by AERO HEALTHCARE to the Customer.
   Insolvent means where a person is or becomes bankrupt or a corporate entity is deemed or declared insolvent, has an administrator or a controller appointed (as defined in the Corporations Act 2001 (Cth) or Bankruptcy Act 1959 (Cth)).
   Order means a purchase order or other request issued by the Customer to AERO HEALTHCARE for the supply of Goods and/or services.
   Parties means the Customer and the AERO HEALTHCARE.
   PPSA means the Personal Property Security Act 2009 (Cth). Words used in these T&C’s have the same meaning as in the PPSA unless the context indicates otherwise.
   T&C’s means these Terms and Conditions for the supply of the Goods by AERO HEALTHCARE or such other Terms and Conditions as may be amended from time to time and displayed on AERO HEALTHCARE website and includes those on any invoice or delivery docket. A copy of the current Terms and Conditions are available on AERO HEALTHCARE’s website and the Customer agrees that they are aware of these prior to placing an Order.

3. APPLICATION
   1. These terms and conditions apply to all supplies of goods and services by AERO HEALTHCARE to the customer.
   2. No variation or waiver of these  terms and conditions and no terms and conditions put forward by the Customer or printed on the Customers purchase order to AERO HEALTHCARE for the supply of goods or services will have any effect unless expressly agreed in writing by AERO HEALTHCARE.
   3. These terms and conditions supersede all previous negotiations and conditions.
   4. Headings are for convenience only and do not affect interpretation.
   5. If any provision is found to be illegal, invalid or unenforceable, that provision  may at AERO HEALTHCARE option, be read down to the extent necessary and reasonable in all the circumstances to give it a valid operation of partial character. If any provision cannot be so read down, that provision will be void and severable and the remaining provisions will not in any way be affected or impaired.
   6. All warranties, releases, exclusions of liability and indemnities will remain valid and binding following termination.
   7. In interpreting any agreement between AERO HEALTHCARE and the Customer no rules of construction shall apply to the disadvantage of AERO HEALTHCARE on the basis that AERO HEALTHCARE put forward the agreement, or any part thereof.
4. ORDERS
   1. AERO HEALTHCARE may decline to accept any Orders in whole or in part.
   2. Orders are subject to availability of the Goods or Services.
   3. Any cancellation of an Order by the Customer is subject to AERO HEALTHCARE’s written agreement and may incur a charge if the Order has been commenced prior to cancellation. The Customer accepts that the charge for work already undertaken by AERO HEALTHCARE prior to the cancellation is a fair and reasonable estimate of AERO HEALTHCARE’s costs and will be a debt owing to AERO HEALTHCARE.
   4. If any dispute arises over any Order, the internal records of AERO HEALTHCARE will be evidence of what was ordered in the absence of conclusive evidence to the contrary.
5. INVOICING AND PAYMENT
   1. Payment in full is required before dispatch of Goods and services unless agreed in writing between the Parties before the Order is placed by the Customer or prior written agreement exists with AERO HEALTHCARE to establish a credit account.
   2. The Customer must notify AERO HEALTHCARE within 5 Business Days of any error on an invoice.
   3. AERO HEALTHCARE reserves the right, in the event of price increases beyond the reasonable control of AERO HEALTHCARE (including, but not limited to, foreign exchange fluctuations, taxes and duties, customs and import costs), to amend the price of an Order by providing the Customer with written notification of the price change at any time up to 5 Business Days prior to delivery of the Order, unless otherwise agreed in writing between the Parties.
   4. At AERO HEALTHCARE’s sole discretion, a deposit may be required.
   5. Time for payment of the invoiced amount is of the essence and will be stated on the invoice. If no time is stated, the payment of the invoice is due 30 days following the date of the invoice.
   6. Payment will be made by cash, bank cheque, direct credit (EFT) or by any other method as agreed to between the Customer and AERO HEALTHCARE.
   7. If the Customer does not pay by due date AERO HEALTHCARE may charge an administration fee for the extra cost of processing.
   8. Except where goods delivered are in accordance with Customer’s directions, or AERO HEALTHCARE’s selling specification, or are defective, the return of Goods is at the absolute discretion of AERO HEALTHCARE. Where credits are provided for the returned Goods, they may be subject to charges for handling or testing.
   9. If any payment is overdue, AERO HEALTHCARE may stop the delivery of goods or provision of services to the Customer and payment will become immediately due for all goods and services supplied under any Order by the Customer.
   10. If any amounts are overdue, the Customer must pay an account administration fee in accordance with AERO HEALTHCARE then current rates.
   11. For the purpose of this provision:
       1. “GST” means GST within the meaning of the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (as amended) (‘GST Act’); and expressions set out in italics in this clause bear the same meaning as those expressions in the GST Act;
       2. Except where the provision is made to the contrary the consideration payable by the Customer to AERO HEALTHCARE represents that value of any taxable supply for which payment is to be made;
       3. If AERO HEALTHCARE makes a taxable supply to the Customer for a consideration, which under the above subclause represents its value, then the Customer must also pay, at the same time and in the same manner as the value is otherwise payable, the amount of any GST payable in respect of the taxable supply.
6. LIABILITY AND EXCLUSIONS
   1. Nothing in any agreement between AERO HEALTHCARE and the Customer excludes, restricts or modifies any terms, conditions or warranties or AERO HEALT HCARE’s Liability for them which are imposed or implied by any statute, including but not limited to the Competition and Consumer Act 2010 (Cth) and which by statute cannot be excluded, restricted or modified. Limitations and exclusions are made only to the extent that AERO HEALTHCARE may legally do so.
   2. AERO HEALTHCARE’s liability for all kinds of loss or damage suffered by the Customer in the context of a supply of Goods and services (or an agreement to make such a supply) from AERO HEALTHCARE to the Customer, irrespective of whether such a liability arises in or is claimed on the basis of AERO HEALTHCARE’s breach of contract, breach of a term, warranty, or condition implied by statute, negligence or other tort, or breach of any statutory or equitable duty, and whether the act or omission of AERO HEALTHCARE is wilful or otherwise, is excluded and/or limited (as the case may be) as set below:
      1. AERO HEALTHCARE’s liability for personal injury or death is excluded except to the extent that such injury or death is caused by AERO HEALTHCARE’s negligence;
      2. AERO HEALTHCARE’s liability for damage or loss of property is excluded except to the extent that such loss or damage was directly caused by a breach of contract or AERO HEALTHCARE’s negligence in connection with the performance of a contract, in which case AERO HEALTHCARE accepts liability to a maximum of $1 million per event or series of causally connected events;
      3. AERO HEALTHCARE’s liability for loss incurred in respect of the goods and/ or services themselves supplied (or agreed to be supplied) by AERO HEALTHCARE to the Customer shall be limited to:
         1. in the case of Goods, at AERO HEALTHCARE’s option, the replacement of the goods or the supply of equivalent goods; repair of the goods; payment of the cost of replacing the goods or of acquiring equivalent goods; payment of the cost of having the goods repaired; and
         2. in the case of services, at AERO HEALTHCARE’s option, supplying the services again; or paying the cost of having the services supplied again.
7. AERO HEALTHCARE’s liability for indirect loss, economic loss, consequential loss, loss of profit and loss of business opportunity is excluded.
   1. If the supply of goods and services is a supply to which Division 2 of Part V of the Competition and Consumer Act, 2010 (Cth) applies (conditions and warranties in consumer transactions) and the Goods or services supplied are not of a kind ordinarily acquired for personal domestic or household use or consumption, AERO HEALTHCARE’s liability for a breach of a condition or warranty implied by that legislation (other than section 69) is limited in the manner set out in paragraph b) (iii) A.
   2. The Customer indemnifies AERO HEALTHCARE against any loss, damage or claims arising from AERO HEALTHCARE’s presence on the Customer’s site except to the extent caused by the negligence of AERO HEALTHCARE.
   3. If AERO HEALTHCARE’s performance of any contract obligation by its normal means is prevented or delayed due to any cause beyond AERO HEALTHCARE’s reasonable control that contract obligation will be suspended during the period AERO HEALTHCARE is affected by such cause.
8. THE CUSTOMER WILL:
   1. Ensure that all works and materials for which the Customer is responsible comply with industry standards and all legal and statutory requirements and with any specifications provided by AERO HEALTHCARE;
   2. Obtain all necessary consents and comply with all legal obligations in connection with installation or use of any Goods supplied to the Customer, or work done on the Customer’s site;
   3. Notify AERO HEALTHCARE in writing if the Customer intends to sell its business, with such notice being provided not less than twenty one (21) days before any such sale takes place;
   4. notify AERO HEALTHCARE in writing as soon as reasonably practicable after the Customer becomes aware of any defect in goods or services supplied by AERO HEALTHCARE, any alleged breach of contract on the other part of AERO HEALTHCARE, any negligence or other tort on the part of AERO HEALTHCARE or any breach of statutory duty by AERO HEALTHCARE. The Customer acknowledges and agrees that prompt notification may enable AERO HEALTHCARE to mitigate the loss or damage suffered by the Customer as a result of the alleged act or omission or to assist the Customer in doing so. Prompt notification may also enable AEROHEALTHCARE to identify defective goods and services and prevent other customers from suffering loss or injury.
   5. As a distributor of medical devices, it is incumbent upon the Customer to maintain precise and thorough records of all end users to whom the devices are sold. In the event of a product recall, the Customer is obligated to assist in the timely and effective notification of end users. This obligation includes, but is not limited to, providing necessary information and support to ensure compliance with all recall procedures and facilitating communication with the end users as required. The Customer’s cooperation is essential to ensure the safety and well-being of all end users and to adhere to regulatory requirements.
9. DELIVERY/COLLECTION
   1. AERO HEALTHCARE’s weights, records and measurements will be accepted as prima facie evidence of the quantities of goods delivered to the Customer. Subject to condition 5(h) AERO HEALTHCARE’s delivery note will be conclusive evidence as to the goods delivered.
   2. AERO HEALTHCARE will make all reasonable steps to deliver or perform by any time specified. AERO HEALTHCARE may make partial deliveries and each partial delivery will be deemed to be a separate Contract to which these T&C’s apply. Failure to deliver or partially deliver by a specified time will not entitle the Customer to terminate any agreement/order or make any claim against AERO HEALTHCARE for loss or damage.
   3. AERO HEALTHCARE will organise the Delivery unless the Customer requests otherwise in which case the Customer will be responsible for this cost. If the Customer elects to collect the Goods, it must do so within 5 Business Days of being notified that the Goods are ready for collection (‘Collection Date’). The Customer may be charged for the cost of storing the Goods beyond the Collection Date.
   4. The failure of AERO HEALTHCARE to deliver shall not entitle either party to treat this contract as repudiated.
10. TITLE AND RISK
    1. All goods sold remain the property of AERO HEALTHCARE until the Customer has paid for them in full and has paid all other outstanding amounts due and payable to AERO HEALTHCARE.
    2. The risk in goods sold or supplied passes to the Customer upon delivery or collection.
    3. The Customer must maintain insurance on the Goods until such time as the Goods are paid for in full.
    4. The Customer irrevocably authorises AERO HEALTHCARE to come onto any premises where the Goods may be located from time to time for the purpose of undertaking a stocktake of unpaid Goods.
    5. The Customer shall not mix any Goods with any other goods in its possession and keep them separate and identifiable until the Goods are paid in full.
    6. The Customer shall not alter or incorporate the Goods into other forms before payment is made in full.
    7. until such time that ownership in the Goods passes to the Customer, if the Goods are converted into other products, the parties agree that AERO HEALTHCARE will be the owner of the end products;
    8. if the Customer fails to return the Goods to AERO HEALTHCARE then AERO HEALTHCARE or the it’s agent may enter upon and into land and premises owned, occupied or used by the Customer, or any premises where the Goods are situated as the invitee of the Customer and take possession of the Goods, and AERO HEALTHCARE will not be liable for any reasonable loss or damage suffered as a result of any action by it under this clause.
    9. Receipt by AERO HEALTHCARE of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then AERO HEALTHCARE’s ownership or rights in respect of the Goods shall continue.
11. BREACH AND TERMINATION
    1. If the Customer (being an individual) commits any act of bankruptcy or (being a partnership) any of the partners commits any act of bankruptcy, or (being a company), has a receiver, administrator (or similar) appointed or goes into liquidation, or if the Customer commits any breach of any provision of any agreement with AERO HEALTHCARE or fails to make a payment when due, then AERO HEALTHCARE may, by written notice to the Customer, either: terminate the agreement or any part of the agreement or suspend performance of all or any of its obligations, and at any time during such suspension terminate the agreement.
    2. Termination will be without prejudice to any accrued rights of either party.
    3. On suspension or termination, AERO HEALTHCARE may recover possession of any Goods belonging to it and the Customer irrevocably authorises AERO HEAL THCARE to enter its premises for this purpose.
    4. On termination, under any circumstances, the Customer must pay AERO HEALTHCARE’s charges for the costs of removal of AERO HEALTH CARE Goods.
    5. The Customer indemnifies AERO HEALTHCARE for all expenses (including legal fees on an indemnity basis) incurred by AERO HEALTHCARE or its agents in relation to enforcing its rights and in recovering any overdue amounts owing by the Customer or recovery of Goods.
12. PRIVACY ACT
    1. The Customer agrees that AERO HEALTHCARE may obtain from and provide to third parties information about the Customer’s credit worthiness and payment record.
    2. The Customer agrees that AERO HEALTHCARE may use any personal information held on the Customer for any purpose.
    3. AERO HEALTHCARE advises the Customer that any personal information is generally collected for the primary purposes of:
       • • maintaining customer records
         • Delivery
         • Supply of goods and services
         • Account keeping
         • invoicing
         • Debt collection
         • locating and/or retrieving AERO HEALTHCARE equipment and gas containers
         • Credit reference checks
         • Credit listing
       • And for the secondary purposes of:
         • Marketing activities
         • marketing planning
         • Product development
         • Customer and market research
         • Product recalls
    4. A Customer’s personal information may be disclosed to AERO HEALTHCARE’s agents, and related entities, to facilitate the primary and secondary purposes mentioned above, or as otherwise required by law.
13. E-COMMERCE

If the Customer purchases Goods and services from AERO HEALTHCARE through any AERO HEALTHCARE website or other e-commerce process, then (without limiting the foregoing) the following terms and conditions apply:

1. 1. You will ensure that you safeguard your password and agree that you will be bound by purchases made by any person using your password.
   2. Unless you advise us otherwise, on each occasion when you place an order you are instructing AERO HEALTHCARE to process that order (including payment for that order) in accordance with the details which you have registered with AERO HEALTHCARE most recently.
   3. All orders must be accompanied by payment using cash, credit cards or charge cards accepted by AERO HEALTHCARE, or by using your AERO HEALTHCARE account. Acceptance by AERO HEALTHCARE of your order is subject to authorisation of the transaction by your credit or charge card’s issuer/ manager (if you use a credit card or charge card to place your order) and your account being in terms. If for any reason your credit or charge card is not accepted or authorised as required then AERO HEALTHCARE will notify you, at which time you may be able to make alternative arrangements for payment.
   4. AERO HEALTHCARE and its suppliers have endeavoured to ensure that all sites and access points are secure; however, AERO HEALTHCARE accepts no liability for any misuse of information transmitted to or from these sites and/or access points by a party who is not a AERO HEALTHCARE employee.
   5. If you are granted access to AERO HEALTHCARE documents, process, information, calculators or materials (“Information”) you are granted a non-exclusive, non-transferable, limited license to access, download and use such Information for your internal purposes only. You may not, without AERO HEALTH- CARE’s express prior written permission:
      1. Modify the materials or use them for any commercial purpose or any public display, sale or rental.
      2. Remove any of AERO HEALTHCARE’s copyright or other proprietary notices from the materials;
      3. Sell or transfer the materials to any other party. We may terminate this licence at any time if you violate any of the terms hereof and, upon such termination, you agree to immediately destroy any materials in your possession or control. Also you agree to indemnify, defend and hold AERO HEALTHCARE harmless from any claims, damages, losses, costs and expenses, including Legal fees which AERO HEALTHCARE employees, agents or representatives may incur as a result of your use or dissemination of any materials in violation of any term or condition of your agreement with AERO HEALTHCARE.
   6. All Information within any AERO HEALTHCARE site is the property of and is owned solely by AERO HEALTHCARE and/ or its affiliates, suppliers, advertisers, or agents or sponsors. Except for a single copy made for personal use only, the Customer may not reprint, republish, resell or redistribute these materials in any form or manner without the express written permission of the owner(s) of the material which may be protected from copying by national and international  copyright laws and treaties. AERO HEALTHCARE does not warrant or represent that the Customer’s use of materials displayed on, or obtained through, any AERO HEALTHCARE site will not infringe the rights, including intellectual property rights, of third parties.
   7. AERO HEALTHCARE and AERO HEALTHCARE logo are trademarks and/ or service marks of AERO HEALTHCARE. All other trademarks are trademarks or registered trademarks of their respective owners. Nothing in your agreement with AERO HEALTHCARE grants you any right to use any trademark, service mark, logo, and/ or trade name of AERO HEALTHCARE or its affiliates, suppliers, advertisers, or agents or sponsors.
2. PPSA
   1. The Customer grants to AERO HEALTHCARE a security interest, as defined in the PPSA, in all Goods and Services and their proceeds until payment in full has been made. The Customer will not create any other security interests in the Goods until title passes to the Customer.
   2. Subject to this clause and the PPSA, the Customer may use or resell the Goods, including combining the Goods with others, in the ordinary course of its business and the Customer holds the proceeds of them on trust for AERO HEALTHCARE until the Price is paid in full.
   3. The parties agree to contract out of each of the provisions of the PPSA allowed by section 115 of the PPSA to the following extent:
      1. an exercise by AERO HEALTHCARE of any right, power or remedy will be taken not to be under a provision mentioned in that section of the PPSA if the right, power or remedy would be available under any other law or statute or under these T&C’s unless AERO HEALTHCARE so elects; and
      2. any restriction of the exercise by the AERO HEALTHCARE of a right, power or remedy, or any obligation of AERO HEALTHCARE to give notice, will not apply to the extent that that section so allows.
   4. The Customer:
      1. consents to AERO HEALTHCARE registering a security interest on the Personal Property Securities Register (‘PPSR’) under the PPSA in relation to the Goods and the Customer will provide all assistance reasonably required to facilitate this; and
      2. waives the right to receive notice of a verification statement in relation to any registration on the PPSR.
   5. the provisions of this Agreement are confidential and neither party will disclose any details of it to any person and the Customer will not disclose any information of the type specified in section 275(1) of the PPSA to anyone other than that described in section 275(9) of the PPSA.
   6. The Customer must notify AERO HEALTHCARE immediately in writing if there are any changes to data required to register a financing statement or financing change statement under the PPSA.
3. GOVERNING LAW
   1. The laws of New South Wales will apply to these T&C’s.
4. WAIVER
   1. The failure of AERO HEALTHCARE to enforce any right under the T&C’s will not be considered a waiver of that right. Any act or failure to act by AERO HEALTHCARE, including, without limitation, not registering any security interest which could or should be registered, will not affect the Customer’s obligations, nor AERO HEALTHCARE’s ability to enforce its rights, pursuant to these T&C’s.
5. SEVERABILITY
   1. If any of these T&C’s are invalid, they are to be severed or read down to maintain so far as is possible, the remaining provisions of these T&C’s.
6. NOTICES
   1. Any notice to be given under these T&C’s will be sufficiently delivered if:
      1. sent by prepaid mail to or left at the recipient’s last known address; or
      2. sent by email, where the sender has requested a receipt confirmation and that confirmation has been received.