Terms and Conditions of Sale

1.1 These Terms and Conditions of Sale ("Terms"):

1.1.1 apply to the sale and supply of all the goods or services by Gecko Cleantech (ABN 91 785 356 033) ("Gecko Cleantech") to the exclusion of all other terms and conditions whatsoever, whether contained or implied in or from any order from the customer or from any conduct of or representations made by the Customer or Gecko Cleantech;

1.1.2 will be deemed incorporated in any order placed by the customer;

1.1.3 will prevail over all other conditions of the Customer's order to the extent of any inconsistency (except where waived by Gecko Cleantech in writing);

1.1.4 may be changed at any time except where they already apply to a particular order, in which event these Terms may only be changed by agreement between Gecko Cleantech and the Customer;

1.1.5 will not be read or applied so as to exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law (including the Trade Practices Act 1974) and which by law cannot be excluded, restricted or modified.

2.1 Where Gecko Cleantech provides a written quotation for the supply of goods to the Customer, such quotation will be valid for fourteen (14) days and is subject to re-quotation thereafter.

2.2 Unless otherwise agreed in writing, all prices quoted exclude the cost of delivery to the Customer and the goods are offered subject to stock availability at the time the Customer accepts the quotation.

2.3 Quoted prices may necessitate variations and will therefore need to be re-negotiated with the Customer.

2.4 Any taxes, duties and charges (if any) included in the quotation are based upon the rates of those taxes, duties and charges at the time of quotation and all variations in the rates of such taxes, duties and charges as a result of amendment of the relevant Acts or Regulations, or changes of interpretation of the relevant Acts, Regulations, By-laws or Classifications will be borne by the Customer.

3.2 Unless otherwise agreed by Gecko Cleantech, payment for goods is to be made by the Customer by clear funds:

3.2.1 at the time of delivery or collection of the goods where Gecko Cleantech provides a valid Tax Invoice at the time of delivery or collection; or

3.2.2 within one (1) business day of Gecko Cleantech providing a valid Tax Invoice after the time of delivery or collection; or

3.2.3 at the time of placing an order when using the e-commerce facility at gecko.com.au.

3.3 Gecko Cleantech may in its absolute discretion require payment of a deposit at the time of the Customer placing an order.

3.4 If credit is given the settlement of any given Tax Invoice is payable within thirty (30) days of the date of delivery or collection of the goods.

3.5 The Customer agrees that all payments are to be made without retention.

3.6 In the event of any payments or part thereof remaining unpaid after such period of thirty (30) days Gecko Cleantech in its absolute discretion may charge interest thereon at the rate of two (2) per cent per annum above the rate set out pursuant to Section 2 of the Penalty Interest Rates Act 1983 during the period such unpaid balance remains unpaid and such interest will be added to the said balance due from the Customer to Gecko Cleantech and calculated on a daily basis.

3.7 Notwithstanding the imposition of interest charges pursuant to this Condition 3.0, such interest charges will not be regarded as allowing any time for payment of any amount owing but are agreed as constituting compensation payable to Gecko Cleantech because of the delay in payment and all such outstanding monies will remain immediately due and payable to Gecko Cleantech and Gecko Cleantech will be entitled to take legal proceedings at any time for recovery of any monies bearing interest charges pursuant to this Condition 3.0.

3.8 In addition to Gecko Cleantech' other rights set out in this Condition 3.0, the Customer agrees that Gecko Cleantech will have the right (although it will not be bound to do so) to suspend delivery to the Customer of all or any outstanding orders if the Customer is in default of these Terms.

4.1 The parties agree that legal ownership of the goods supplied by Gecko Cleantech will not pass to the Customer until the Customer has paid all monies owing to Gecko Cleantech for those particular goods.

4.2 The risk in the goods (including, but not limited to, loss or damage to the goods) will pass to the Customer upon delivery of the goods by Gecko Cleantech to the Customer, or its agent or carrier.

4.3 Until such time as legal ownership of the goods passes to the Customer:

4.3.1 Gecko Cleantech grants the Customer a licence to use the goods;

4.3.2 The Customer may on-sell the goods to a third party, in which event the Customer will hold any part of the proceeds of such sale as relates to the goods upon trust for and as fiduciary of Gecko Cleantech and the Customer will immediately remit such monies to Gecko Cleantech to be applied toward any outstanding monies owed to Gecko Cleantech;

4.3.3 The Customer will not otherwise deal with the goods in any way which may be adverse to Gecko Cleantech;

4.3.4 The Customer will not charge the goods in any way nor grant or otherwise give any interest in the goods to any other person except in accordance with this Condition 4.0;

4.3.5 Gecko Cleantech may give notice in writing to the Customer to return the goods or any part of them to Gecko Cleantech, in which event the Customer will forfeit any rights to obtain ownership of the goods, the licence granted pursuant to subcondition 4.3.1 will be terminated and any monies partly paid by the Customer will be forfeited to Gecko Cleantech; and

4.3.6 If the Customer fails to comply with a request to return the goods to Gecko Cleantech, or if the Customer commits any act of bankruptcy or insolvency, or if a receiver or administrator or liquidator is appointed to the Customer, then Gecko Cleantech (or its agents) may enter upon and into land and premises owned, occupied or used by the Customer where the goods are situated and take possession of the goods.

4.4 The Customer acknowledges that, in the event that Gecko Cleantech takes possession of the goods in accordance with this Condition 4.0, the Customer's interest in the goods will end and Gecko Cleantech will be entitled to re-sell the goods.

4.5 Receipt by Gecko Cleantech of any form of payment other than cash will not be deemed to be payment until that form of payment has been honoured, cleared, or recognised and until then Gecko Cleantech' legal ownership of the goods will continue.

4.6 Unless Gecko Cleantech has recovered the goods from the Customer in accordance with this Condition 4.0, Gecko Cleantech may issue proceedings to recover monies owed in relation to the goods notwithstanding that legal ownership of the goods may not have passed to the Customer.

5.1 Unless otherwise specified by Gecko Cleantech, delivery will be made by courier and will be charged to the Customer on a reasonable basis in addition to the price payable for the goods.

5.2 The delivery times made known to the Customer are estimates only and Gecko Cleantech is not liable for any loss, damage or delay occasioned to the Customer arising from late or non-delivery of the goods.

5.3 The Customer will within one (1) business day from the date of delivery give written notice to Gecko Cleantech to allege that the goods are not in accordance with its order. If the Customer does not give such notice then subject to the extent permitted by statute the goods or services will be deemed to have been accepted by the Customer.

5.4 Gecko Cleantech is not responsible to the Customer or any person claiming through the Customer for any loss or damage to goods in transit caused by any event of any kind by any person (whether or not the Customer is legally responsible for the person who caused or contributed to that loss or damage).

6.1 The only conditions and warranties which are binding on Gecko Cleantech in respect of the state, quality or condition of the goods or services sold to the Customer are those imposed and required to be binding by statute (including the Trade Practices Act 1974).

6.2 If the goods supplied are not manufactured by Gecko Cleantech the guarantee or warranty of the manufacturer of those goods is accepted by the Customer and is the only guarantee given to the Customer in respect of the goods.

6.3 Upon receiving a request from the Customer, Gecko Cleantech agrees to assign to the benefit of any warranty or entitlement to the goods that the manufacturer has granted to Gecko Cleantech under any contract or by implication or operation of law to the extent that the benefit of any warranty or entitlement is assignable.

6.4 In particular, and without limiting the generality of the limited liability set out in this Condition 6.0, the Customer acknowledges that:

6.4.1 Gecko Cleantech is not liable for any delays in supplying the goods where those delays are caused by circumstances beyond Gecko Cleantech' control, including but not limited to delays in the supply of goods to Gecko Cleantech from its third party suppliers; and

6.4.2 the Customer purchases, uses, distributes and sells the goods at its own risk and Gecko Cleantech is not liable to the Customer or any clients of the Customer for any claims, losses (whether direct or consequential), costs, or damages of whatsoever nature and howsoever arising and whether claimed or incurred by the Customer or any third party (including for damage caused to any property as a result of using the goods), provided only that such limitation of liability will not apply in the event of there being any proven breach of any statutory warranty.

6.5 The Customer indemnifies Gecko Cleantech against:

6.5.1 all liability of whatsoever nature and howsoever arising which may be claimed or demanded in legal proceedings or otherwise by any third party in respect to the goods supplied by Gecko Cleantech; and

6.5.2 all costs, fees and charges on a solicitor-client basis incurred by Gecko Cleantech in the event of a default by the Customer of any of these Terms.

7.1 The Customer will not be entitled to withhold or set off payment of any amount due to Gecko Cleantech under these Terms whether in respect of any claim of the Customer in respect of faulty or defective goods or services, or for any other reason which is contested, or liability which is not admitted by Gecko Cleantech.

7.2 No order may be cancelled prior to delivery of its goods except with Gecko Cleantech's written consent and upon terms which will indemnify Gecko Cleantech against all losses.

7.3 Unless otherwise required by law, Gecko Cleantech will only accept the return of goods in its sole discretion and may charge the Customer a reasonable re-stocking fee for any returned goods.

7.4 Any delay in or failure by Gecko Cleantech to enforce any term, warranty or condition of these Terms will not be deemed a waiver thereof of any rights Gecko Cleantech may have and no express waiver will be deemed a waiver of any subsequent breach of any term, warranty or condition.

7.5 If any provision of these Terms is determined by any statute or any court having jurisdiction in relation thereto to be illegal, invalid, void, voidable or unenforceable the legal validity or enforceability of the remainder of these Terms will not be affected and the illegal, invalid, void, voidable or unenforceable provision will be deemed deleted from these Terms to the same extent and effect as if never incorporated herein and the remainder of these Terms will continue in full force and effect.

7.6 These Terms will survive any accepted repudiation or other termination of the contract to supply to goods or services existing between Gecko Cleantech and the Customer.

7.7 These Terms will be governed and interpreted according to the laws of New South Wales and the parties agree to submit to the nonexclusive jurisdiction of the courts of New South Wales.