Terms and Conditions of Purchase

1. General

Unless the context otherwise requires:

Agreement means the agreement between Supplier and Purchaser for the supply of Goods by Supplier to Purchaser and shall be constituted in its entirety by this Purchase Order, these Terms and Conditions of Purchase together with any documents provided by Purchaser including the terms and/or contents of any request, solicitation, sample, drawing, specification, schedule or other document agreed to be so incorporated;

Direct Spend Supplier means a supplier whose Goods are directly incorporated into the products and/or services sold by the Purchaser to its customers.

Indirect Spend Supplier means a supplier whose Goods are not directly incorporated into the products and/or services sold by the Purchaser to its customers.

GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or, if that Act does not exist means any Act imposing or relating to the imposition or administration of a goods and services tax in Australia and any regulation made under that Act;

Goods means all goods and services ordered by Purchaser pursuant to this Agreement;

Purchase Order means the purchase order or other form of request by Purchaser to Supplier for the supply of the Goods;

Purchaser Group means that group of companies comprising the Purchaser and each of its related bodies corporates and affiliates (wherever located) which have the same ultimate holding company;

Purchaser means the Purchaser Group company named on the Purchase Order;

Supplier means the party named as Supplier on the front page of this Purchase Order.

2. Agreement

The Agreement shall be formed by and upon Supplier accepting the Purchase Order from Purchaser either by Suppliers acknowledgement or by performance. The terms of the Agreement shall apply to the exclusion of any conditions of sale appearing on any document of Supplier.

3. Delivery

(a) The delivery of the Goods must be made strictly in accordance with this Agreement and, in particular, within any time and/or method and to such place as Purchaser may nominate. Unless otherwise agreed, Purchaser will not accept part delivery of the Goods.

(b) Purchaser reserves the right to cancel the Purchase Order at any time and refuse delivery of any of the Goods by return of same to Supplier which return shall at all times be at Suppliers own risk and expense. Signed delivery dockets shall not mean acceptance by Purchaser of the Goods delivered but only the number of packages or cartons delivered.

(c) If Supplier is late in delivering any of the Goods or if any materials and equipment forming part of the Goods are delivered in excess of the quantity ordered by Purchaser then Purchaser shall be entitled to return the Goods to Supplier and all costs incurred by Purchaser in returning the Goods shall be a cost to Supplier and the purchase price shall be adjusted accordingly.

(d) Delivery shall not be regarded as having been completed until the Goods are fully installed (if applicable), tested and commissioned and Purchaser has given its final acceptance.

4. Purchase Price

(a) The purchase price shall be inclusive of all works, services and materials reasonably necessary to ensure delivery, including any delivery, packaging, freight (unless otherwise agreed), insurance and installation costs and shall also be inclusive of all charges whatsoever including GST, sales, excise, goods and services or other taxes, duties or imposts imposed by any relevant authority in connection with this Agreement. Supplier shall accept, in lieu of any applicable sales or other tax arising out of the purchase of the Goods, any statutory or other appropriate exemption issued in favour of Purchaser and the purchase price shall be adjusted accordingly.

(b) Payment of the purchase price will be made in accordance with Purchasers credit arrangement with Supplier or otherwise as follows:

(i) Direct Spend Suppliers will be paid within 60 days from the date of the Purchasers next payment check run after the Suppliers invoice is received; or

(ii) Indirect Spend Suppliers will be paid within 90 days from date of the Purchasers next payment check run after the Suppliers invoice is received, ;

(c) Supplier acknowledges that Purchaser is a member of the Purchaser Group. Supplier agrees that Purchaser and/or any other Purchaser Group company is entitled to exercise a right of set off to the extent Supplier is indebted to Purchaser or to any Purchaser Group company against any monies due by Purchaser or by any Purchaser Group company to Supplier on this or any other account.

5. Warranties

Supplier represents and warrants to Purchaser that the Goods will:

(a) be fit for their intended purpose;

(b) comply with the requirements of all relevant standards in Australia and with any other contractual obligation of Purchaser to a third party (as disclosed to Supplier by Purchaser);

(c) conform with all specifications, drawings, samples or other descriptions furnished by Purchaser to Supplier from time to time; and

(d) be of the highest quality and free from any defects in design, manufacturing, materials and workmanship.

6. Title and risk

(a) Supplier warrants full and unrestricted title for all Goods supplied under the Agreement and that the Goods are free from any lien or encumbrance whatsoever.

(b) Goods are at Suppliers risk until delivery is completed in accordance with the Agreement.

(c) Without prejudice to Purchasers right to reject the Goods, title and risk of loss shall pass to Purchaser upon delivery of the Goods, provided that, if the Goods are non−conforming or defective, Supplier shall bear the risk of loss as to the Goods until the defect is remedied by the Supplier.

(d) Supplier expressly waives any and all liens of any kind or nature to which Supplier may otherwise be entitled, whether statutory or otherwise, and Supplier agrees to indemnify and forever hold harmless Purchaser against any claims from any third parties against Supplier affecting directly or indirectly the Goods.

7. Installation

Where the Goods are required to be installed by Supplier, Supplier shall provide all work and materials necessary to carry out such installation. All work carried out by Supplier will be completed in a proper and workmanlike manner and Supplier will exercise all due care.

8. Defective Goods and refunds

(a) All Goods ordered are subject to final inspection and approval by Purchaser. In the event that the Goods (or any part) fail (in Purchaser’s absolute opinion) to conform with Supplier’s obligations then Purchaser may reject the Goods. Supplier shall refund the purchase price forthwith together with an amount to cover Purchaser’s inspection, handling, transportation and other reasonable charges or expenses.

(b) Acceptance of or payment for all or any part of the Goods shall not be deemed to be a waiver on the part of Purchaser of its contractual, statutory or other rights in respect of the Goods.

(c) Where Purchaser rejects the Goods which are already installed, Supplier shall immediately upon written direction, remove the defective Goods, replace same and make good any damage to other property occasioned in such removal to the satisfaction of and at no cost to Purchaser.

9. Insurance

Supplier shall maintain in full force public liability insurance and product liability insurance in respect of the Goods for a minimum amount of AU$20 million or otherwise in amounts and form satisfactory to Purchaser. Purchaser may from time to time as reasonable require production of certificates of currency to ensure that Supplier has complied and continues to comply with this clause.

10. Indemnity

Supplier indemnifies Purchaser against any loss (including consequential and indirect loss), damage, liability or claim, whether arising under contract, common law, in equity or under any statute, which Purchaser suffers or incurs arising out of:

(i) any breach of this Agreement by Supplier; and

(ii) any injury or death to any person or damage to any property in any way connected with the performance of the Agreement or the Goods supplied by the Supplier.

11. Default

If Supplier:

(a) is in default of any provisions of this Agreement and such default is not rectified within 7 days of receipt of notice from Purchaser to rectify such default; or

(b) is adjudged bankrupt, assets liquidated or it makes a general assignment for benefit of creditors; or

(c) has a receiver, liquidator, administrator or other controller of property appointed to Supplier on account of its solvency or ability to pay its debts as they fall due; then, Purchaser may, without prejudice to any other rights or remedies it may have hereunder, terminate this Agreement, forfeit any retention, take possession of any premises, materials, tools and appliances, acquire alternative products and/or finish any outstanding work by whatever means it may deem expedient. Purchaser shall not be liable to pay Supplier any further monies that may otherwise be owing to Supplier in connection with this Agreement (Outstanding Amounts) until such work or services are completed. All losses, damages, costs and expenses incurred by Purchaser in connection with Suppliers default (Purchasers Costs) shall be offset against any Outstanding Amounts. If Purchasers Costs exceed any Outstanding Amounts, then, without limiting Purchasers rights, the amount of the excess shall be paid by Supplier to Purchaser upon demand.

12. Maintenance manuals

Supplier shall provide comprehensive operating instructions, maintenance manuals, drawings, software protocol (if applicable) to enable Purchaser to maintain the Goods.

13. Intellectual property

(a) Supplier warrants that it is the owner of or, where appropriate, is the registered user of, any patents, trademarks, copyright, data or trade secrets connected directly or indirectly to the Goods and Supplier agrees to indemnify and forever hold harmless Purchaser against any actions arising from any breach of this warranty.

(b) Purchaser shall at all times retain title to the copyright or any other intellectual property rights in any plans, designs, sketches, drawings, blue prints, patterns, models, tools, dyes, moulds, special appliances, materials and patents and in any other document or material furnished by Purchaser (whether furnished by Purchaser in connection with this Agreement or produced by Supplier for the purposes of this Agreement) (Purchaser IP). During the term of this Agreement Purchaser IP shall be deemed to be held by Supplier on consignment or as a bailee only and at Supplier’s sole risk.

(c) Purchaser IP shall only be used by Supplier in the production for Purchaser of the Goods or the performance of related work.

(d) This Agreement shall not be construed as being an implied or an express assignment or licence of any of Purchaser IP or the rights therein. Supplier shall not be entitled to any lien, charge or other form of attachment whatsoever in respect of Purchaser IP.

(e) Supplier shall not disclose Purchaser IP to others except where, prior to disclosure, Purchaser so agrees in writing. Purchaser IP shall not include matters or things known to the general public or to Supplier prior to the date of this Agreement and such knowledge was not the result of a breach of any other confidentiality obligation of Supplier.

(f) Supplier shall return all property of Purchaser upon receipt of demand and Supplier shall not under any circumstances whatsoever make any unauthorised copies of any information provided to Supplier by Purchaser, including Purchaser IP.

14. Hazardous Materials

Supplier shall notify Purchaser forthwith in writing upon acceptance of the Purchase Order if the Goods are subject to laws and/or regulations relating to hazardous and/or toxic substances, or when disposed of, to regulations governing hazardous wastes, or any other applicable environmental, health or safety laws or regulations. Written instructions for handling, warnings and material data sheets shall be provided by Supplier to Purchaser with each shipment or delivery of Goods.

15. Liquidated Damages

In the event that delivery of the Goods is delayed due to the fault of the Supplier then without prejudice to any other rights of Purchaser, the Supplier shall pay to Purchaser liquidated damages at the rate of 0.5% of the purchase price stated in the Purchase Order for each day of delay up to a maximum of 10% of the purchase price. Supplier agrees that the foregoing amount of liquidated damages is fair and reasonable compensation to Purchaser for delay without the need for Purchaser to prove actual loss.

16. Miscellaneous

(a) The Goods are for the use of or re−sale by Purchaser or any other Purchaser Group company and may be incorporated in any products. In no event shall any claim for royalties or other additional compensation be made by Supplier by reason of such use, re−sale or manufacture.

(b) The fact that Purchaser fails to do, or delays in doing, something it is entitled to do under the Agreement, does not amount to a waiver of its right to do it.

(c) If a clause or part of a clause can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way. If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from these Terms and Conditions of Purchase, but the rest of the Agreement is not affected.

(d) Purchaser shall not be liable for any failure to fulfil or any delay in fulfilling any obligation arising from the Agreement if the failure or delay has been caused directly or indirectly by any act of God, war or other civil commotion, strikes, lockouts, stoppages and restraints of labour, breakdown of machinery, inability to obtain raw materials or fuel, fire or explosion, any government action or any other cause beyond the reasonable control of Purchaser and not a consequence of Purchasers negligence.

(e) Supplier shall at all times comply with the requirements of all applicable statutes, regulations or standards in the supply of the Goods pursuant to this Agreement.

(f) Agreement is governed by and must be interpreted in accordance with laws of the place where Goods are to be delivered. If more than one delivery place, then any of those places at Purchasers election. Supplier unconditionally submits to non−exclusive jurisdiction of courts of that place.

(g) Where there is more than one Supplier then the liability of each shall be joint and several.

(h) The rights and remedies provided in the Agreement will not affect any other rights or remedies available to Purchaser.

(i) No variation of this Agreement will be effective unless such variation is in writing and signed by Purchaser.

(j) This Agreement cannot be assigned, transferred or any part sub−contracted by Supplier without the prior written consent of Purchaser.

(k) In the event of any dispute or differences, the parties shall first attempt to resolve the same between them before proceeding to litigation or arbitration as the case may be.

(l) Unless otherwise stated, all amounts shall be in Australian dollars or the currency stipulated in the Purchase Order.

(m) If the Agreement is translated into another language and there is any diversion between the other language version and the English version then the English version shall prevail.

17. Social Responsibility

Supplier acknowledges that it has reviewed its supply chain security procedures and, by acceptance of a Purchase Order from Purchaser, Supplier certifies that in the countries in which Supplier is doing business:

(a) Supplier has implemented procedures to manage the materials, including all labour−related processes, to ensure that all materials incorporated into the Goods comply with laws prohibiting slavery and human trafficking,

(b) Supplier does not use labour from persons of less than minimum working age