Notice

The sale of any Products or Services is expressly conditioned on the Buyer’s assent to these Terms and Conditions. Any acceptance of the Seller’s offer is strictly limited to acceptance of these Terms and Conditions, and the Seller objects to any additional or conflicting terms proposed by the Buyer. No form or document provided by the Buyer will modify these Terms and Conditions unless expressly agreed to in writing by the Seller. Placement of any order constitutes the Buyer’s agreement to these Terms and Conditions. Unless otherwise stated, the Seller’s quotation expires thirty (30) days from issue and may be modified or withdrawn at any time before written acceptance.

1. Definitions

• Buyer: The party purchasing Products or Services under this Contract.

• Seller: The party supplying Products or Services.

• Contract: The binding agreement formed by the Buyer’s order and the Seller’s written acceptance, including these Terms and Conditions and any incorporated documents.

• Contract Price: The total agreed price, subject to change in accordance with this Contract.

• Products: Equipment, parts, materials, software and other goods provided under the Contract.

• Services: Work performed by the Seller or third parties under the Contract.

• Software: Pyure software and third-party software embedded in or provided with Products.

• Third Party: Any entity other than the Seller involved in providing complementary goods or services. 

2. Delivery and Risk

Unless otherwise agreed in writing:

• All deliveries within Australia are FCA (Free Carrier) Seller’s warehouse or other agreed dispatch point (Incoterms 2020).

• Risk of loss and title passes to the Buyer upon delivery to the carrier.

• The Buyer is responsible for shipping costs and insurance, unless otherwise specified.

• If delivery is delayed due to the Buyer, risk passes at the time the goods are ready for dispatch and the Seller may charge reasonable storage fees.

• Claims for shortages or discrepancies must be made in writing within ten (10) business days of receipt.

3. Cancellation and Returns

Cancellation requires prior written consent and may be subject to a cancellation fee. Returns are only accepted with prior written approval and at the Buyer’s cost. Special orders, customised or made-to-order goods are non-returnable. No returns accepted more than 60 days post-delivery.

4. Title and Security Interest

Title passes upon full payment. Until full payment is received:

• The Seller retains title under the Personal Property Securities Act 2009 (Cth) (PPSA).

• The Buyer grants a security interest in the Products and consents to the Seller registering it on the PPS Register.

• The Buyer must not sell, dispose of or encumber the Products without the Seller’s consent. 

5. Installation and Set-Up

Installation services, if required, will be subject to a separate written agreement. Any set-up or tooling charges will be disclosed and agreed upon in writing. All special tooling remains the property of the Seller unless otherwise agreed.

6. Pricing

All prices are in Australian dollars (AUD) unless otherwise stated and are exclusive of GST, duties and other applicable taxes. The Buyer is responsible for these unless otherwise agreed. Price increases will be notified in writing. The Buyer may cancel unfulfilled orders if written notice is given within 10 days of notification.

7. Payment Terms

Unless otherwise agreed:

• Payment is due within 30 days of the invoice date.

• Overdue payments incur interest at 1.5% per month or the maximum permitted by law.

• The Buyer must pay all collection costs, including legal fees.

• Disputes must be raised within 30 days. Undisputed amounts remain payable.

• The Buyer cannot withhold payments by way of set-off. 

8. Warranty and Australian Consumer Law

The Seller warrants that Products comply with its specifications at the time of sale. To the extent permitted by law:

• All other warranties, express or implied (including fitness for purpose), are excluded.

• This does not limit any rights the Buyer may have under the Australian Consumer Law (ACL).

• Where Products are not of a kind ordinarily acquired for personal, domestic or household use, the Seller’s liability is limited to replacement or repair (for goods), or resupply (for services), at the Seller’s option.

The Seller does not warrant goods not manufactured by it, but will pass through any manufacturer’s warranty where permitted. 

9. Limitation of Liability

To the extent permitted by law:

• The Seller’s total liability under the Contract is limited to the price paid for the Products or Services.

• The Seller is not liable for indirect, consequential or special damages, including loss of profit or business interruption.

These limitations form a fundamental part of the bargain.

10. Indemnity

Each party indemnifies the other for third-party claims arising from personal injury or property damage caused by its negligence. Shared liability is apportioned according to comparative fault. 

11. Insolvency and Suspension

The Seller may cancel the Contract or require advance payment if the Buyer becomes insolvent or unable to pay debts when due, including administration or liquidation. The Seller may suspend performance until payment or security is provided.

12. Intellectual Property

Unless agreed in writing:

• All intellectual property remains the property of the Seller.

• The Buyer receives a limited, revocable, non-exclusive licence to use embedded Software solely for operating the Products.

• The Buyer must not copy, reverse-engineer, sublicense or distribute the Software. 

13. Legal Compliance

The Buyer must comply with all applicable Australian laws and regulations. The Buyer is responsible for obtaining all relevant licences or approvals for use or resale. 

14. Hazardous Use Disclaimer

Unless agreed in writing, Products must not be used in nuclear, medical life-support or other high-risk applications. If used without approval, the Buyer indemnifies the Seller from any resulting claims. 

15. Termination

The Seller may terminate the Contract immediately upon written notice if the Buyer breaches any term, fails to pay when due, or becomes insolvent.

16. Force Majeure

The Seller is not liable for failure or delay due to causes beyond its control, including natural disasters, government actions, strikes, pandemics, or supply shortages. 

17. Confidentiality

All Seller information marked or reasonably considered confidential must be kept confidential and used only for contract performance.

18. Notices

Notices must be in writing and delivered personally, by post, courier or email, and will take effect upon confirmed receipt. 

19. Governing Law and Jurisdiction

This Contract is governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales.

20. General

• These Terms constitute the entire agreement.

• No amendment is valid unless in writing and signed by both parties.

• No waiver is effective unless in writing.

• Invalid terms do not affect the remainder.

• Clauses that by nature should survive termination will continue.

CONTACT

e-mail: askari @ aripure.com.au

mail: Level 1, 1 James Place, North Sydney, NSW, 2060, Australia

Last updated: 4 October 2025