Keyear International Products

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Terms & Conditions

Preliminary

These are Keyear International Pty Ltd A.C.N 147 966 283 (the “Seller”) Standard Terms and Conditions, which will apply to every contract whereby you as the Customer (the “Customer”) order and purchase the items of the Products (as set out in the Order) from the Seller.

2 The Contract

2.1 The Terms of the Contract between the Seller and the Customer for the sale and supply of items of the Products Ordered are contained collectively in all of the following:

2.1.1. the duly completed Order;

2.1.2. these Standard Terms and Conditions;

2.1.3. the Acceptance; and

2.1.4. the relevant parts of the Seller’s then Current Price List.

2.2 The Contract date is the date the Seller communicates acceptance to the Customer. An Order once placed where acceptance has been communicated may only be cancelled by the Customer if the Seller agrees in writing to its cancellation. Cancellation may be conditional on the Customer paying the costs and expenses incurred by the Seller up to the date of cancellation. The Customer must provide its ABN number on the completed Order Form unless already provided.

2.3 Where the Products have to be made or adapted to the Customer’s particular specifications or requirements then the Customer must also pay for all work in progress up to the date of cancellation.

2.4 The Customer warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so. The Customer is not insolvent and that this agreement creates binding and valid legal obligations on the Customer.

3 Defined Terms

In these Standard Terms and Conditions and any related documents, unless the context otherwise requires, the following words and phrases mean:

“ABN” means Australian Business Number.

“Acceptance” means the occurrence of any one of the following:

(a) the signed Acceptance by the Seller of the Order; or

(b) the Acceptance by the Seller of a deposit for the Products in which event the Acceptance will be deemed Communicated without any further steps being required; or

(c) the Delivery of the Products in which event the Acceptance will be deemed Communicated without any further steps beingrequired.

“Communicates” means all tenses of the verb and any act of communication and includes written communications, electronic communications and facsimile communications but does not include oral communications unless confirmed in writing electronically or by facsimile.

“Contract” means this contract for the sale and purchase of the Ordered Products.

“Current Price List” means the price list published by the Seller from time to time as the current prices of the Products to its Customers, exclusive of GST.

"Customer" means the person's buying Goods as specified in any invoice document or

order, and if there is more than one Customer is a reference to each Customer jointly and severally.

“CCA” means the Competition and Consumer Act 2010.

“Delivery” means delivery to Customers specified address.

"Goods" means all Goods or Services supplied by the Seller to the Customer at the Customer's request from time to time (where the Context so permits the terms "Goods" or "Services" shall be interchangeable to the other).

“GST” means Goods and Services Tax.

“GST Act” means A New Tax System (Goods & Services Tax) Act 1999 (Cth).

“Intellectual Property” means all copyright in all designs, plans and drawings of the Products, all Designs whether registered or unregistered, all trademarks and logos whether registered or unregistered, all patents granted and patents pending and all know-how and information pertaining to the manufacture of the Products.

“Order” means an Order placed by the Customer on an Order Form for the purchase of an item or items of the Products duly completed and signed by the Customer and Communicated to the Seller containing:

(a) the Price of the items of Products Ordered;

(b) the Customer’s full details; and

(c) the full details of the Products Ordered.

“Order Form” means the Seller’s Order Form from time to time.

“Parties” means the Seller and the Customer.

“Person” means any individual, company or entity not being a Party and not being an employee of a Party.

“Price” means the purchase price of the Products exclusive of GST determined by reference to the Seller’s

Current Price List and as set out in the Order.

“Products Ordered” means the Products ordered by the Customer and indemnified on the Order as signed by the Customer.

"PPSA" means Personal Property Securities Act 2009.

"PPS" means Personal Property Securities.

"Seller" means Keyear International Pty Ltd its successor's and assigns or any person acting on behalf of and with the authority of Keyear International Pty Ltd.

“Specifications” means any Seller’s specifications applicable to an item of the Products and where applicable any specifications for use.

“Tax Invoice” means a proper tax invoice that complies with the GST Act.

4 Electronic Transactions Act 2000

4.1 Electronic signature shall be deemed to be accepted by either party providing that parties have complied with Section 9 of the Electronic Transactions Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that Act.

5 Change in Control

5.1 The Customer shall give the Seller not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer's details (including but not limited to changes in the Customer's name, address, contact phone or fax numbers or business practice).

5.2 The Customer shall be liable for any loss incurred by the Seller as a result of the Customer's failure to comply with this clause.

6 Price

6.1 The Seller agrees to sell and the Customer agrees to buy the Products ordered by the Customer for the Price quoted or agreed upon. The Price must be paid as per Payment clause 9.

6.2 The Seller's quoted price, subject to clauses 6.3, 6.4 and 6.5, which will be valid for the period stated in the quotation or otherwise for a period of Three (3) Business days.

6.3 Prices are expressed in the currency specified on the attached agreement or quote (“Sell Currency”)

and must be paid in the Sell Currency.

6.4 Prices, where expressed in the Sell Currency, are based on the specified exchange rate in the attached agreement or quotation (if applicable).

6.5 The Seller will cover variations of up to +/-3% of the quoted exchange rate. Any variation greater than +/-3% between the quoted exchange rate and bank sell exchange rate at date of invoice shall be applied to the Buyer’s account resulting in an extra cost in the event of a less favourable rate or a credit in the event of a more favourable rate.

6.6 The Buyer accepts the bank sell exchange rate applicable at the date of the invoice as notified by the Seller. The Seller will render a Tax Invoice to the Customer on or prior to Delivery. This will be emailed to the Customer at the Customer’s place of business. The Customer must provide the Seller with its ABN number at the time the Customer places its Order.

7 Price and Partial Delivery

7.1 Where there is partial Delivery of the Products, then the Seller will be entitled to be paid by the Customer that proportion or percentage of the Price that relates to those Products delivered on that partial Delivery.

8 Warranties

8.1 The Seller warrants to the Customer that:

8.1.1. the Products will be supplied by the Seller using good and suitable materials and components;

8.1.2. the Products Ordered as supplied will be fit and merchantable having regard to the purposes (if any) Communicated by the Customer to the Seller at or simultaneously with the placement of the Order. If no purposes have been Communicated, the Products will be fit and merchantable for their general purposes having regard to the nature of the Products Ordered;

8.1.3. the Products Ordered will conform in all material respects with any Specifications;

8.1.4. the Seller will replace or remedy any faulty Products Ordered that the Customer Communicates to the Seller as faulty or requiring replacement within three (3) months of Delivery;

8.1.5. the Products Ordered will be supplied so that they are safe if properly used for their intended purpose;

8.1.6. where the Products Ordered are to be used by the Customer, those Products will be suitable and capable of being so used in accordance with the Product Specifications.

8.2 The Seller will not be responsible for any damage to the Products which occurs at any time after delivery unless the Customer can provide reasonable evidence that the damage was a direct result of any fault or defect:

8.2.1. in the manufacture of the Products Ordered;

8.2.2. in the materials or components used in the manufacture of the Products Ordered;

8.2.3. in the packing of the Products Ordered;

8.2.4. in the products ordered which the Customer can show was caused prior to Delivery.

8.3 The Seller will not be liable to the Customer for any damage or destruction of the Products caused by:

8.3.1. any failure by the Customer to properly or safely store the Products;

8.3.2. any failure by the Customer to properly move the Products after Delivery;

8.3.3. any failure by the Customer to properly use the Products;

8.3.4. any failure by the Customer to use the Products for their purpose;

8.3.5. any use by the Customer or any other Person of the Products contrary to their specifications;

8.3.6. any act or omission by the Customer or any Person after Delivery;

8.3.7. any failure to properly use or maintain the Products.

8.4 Subject to the express terms of this Contract and to any statute or regulations (State or Federal) which cannot be excluded contractually, the Parties expressly agree that:

8.4.1. the Seller does not accept any liability whatsoever in respect of any loss or damage (including injury, death, loss of profits or repudiation, economic loss and consequential loss or other damage) however caused (including the Seller’s negligence) which may be suffered or incurred or which may arise either directly or indirectly in respect of any use of the Products;

8.4.2. all Warranties implied by any Statute that can be excluded are hereby expressly excluded.

8.5 Where any Person suffers loss, damage or injury (including personal injury) as a direct or indirect result of any failure referred to in Clause 8.3 above or as a direct or indirect result of any misuse of the Products then the Customer hereby indemnifies the Seller against any liability (including costs) of the Seller to that Person.

9 Payment

9.1 Where payment is made with a credit card facility, the merchant fee is at the Customer’s cost.

9.2 At the Seller's Sole discretion a deposit may be required.

9.3 The Seller always reserves the right at any time to require whole or partial payment of the Price by the Customer at any time before delivery.

9.4 Time for payment for the Goods being of the essence, the Price will be payable by the Customer on the date's determined by the Seller, which may be:

9.4.1.on delivery of the Goods.

9.4.2.before delivery of the Goods.

9.4.3.Strictly thirty (30) days following the end of the month in which a statement is posted to the Customer's address or address for notices, or presented to the Customer by any other method as maturity agreed (including, but not limited to email or fax).

9.4.4.Strictly thirty (30) days ex Delivery Date in which a statement is posted to the Customer's address or address for notices, or presented to the Customer by any other method as maturity agreed (including, but not limited to email or fax).

9.4.5.the date specified on any invoice or other form as being the date for payment.

9.5 Payment must be made by electronic/on-line banking or credit card (plus a surcharge of up to one Point Five percent (1.5%) of the Price), or by any other method as agreed to between the Customer and the Seller.

9.6 Where the whole or partial payment of the Price is required by the Seller before Delivery, any failure by the Customer to make such payment when required by the Seller entitles the Seller to:

9.6.1. suspend manufacture of the Products Ordered; and/or

9.6.2. after fifteen (15) days’ prior written notice to the Customer, terminate this Contract and claim any damages. Damages will include the actual cost of work in progress up to termination plus the Seller’s loss of gross profit on the Products Ordered.

9.6.3. Unless otherwise stated the Price does not include GST.

9.6.4. In addition to the Price the Customer must pay to the Seller an amount equal to any GST.

9.6.5. The Customer must pay GST, without deduction or set off or any other amounts, at the same time and on the same basis as the Customer pays the Price.

9.6.6. the Customer must pay any other taxes and duties that may be applicable in addition to the

Price except where they are expressly included in the Price.

10 Interest

10.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due until the date of payment at a rate of two and a half percent (2.5%) per calendar month (and at the Seller's sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

11 Variations

11.1 The Seller does not agree to any variations to this Contract.

11.2 The Seller’s Terms and Conditions in this contract take precedent over the Customer’s Order Terms

& Conditions.

11.3 The Customer warrants that the Customer’s Order Term & Conditions are not applicable to this contract.

11.4 This Contract does not oblige the Seller to accept anyvariation in the Products to be supplied.

11.5 The Seller will however (without obligation) consider any variations sought by the Customer but must be received in writing / email.

11.6 The terms of any variation will not be binding unless and until they are agreed in writing and signed by the Seller and the Customer. They will then and only then constitute a variation to this Contract.

11.7 If no agreement is reached as to a sought variation, then the Products will be made and supplied in accordance with the terms of the Contract and the Customer will accept the Products as supplied and ordered.

11.8 Where the Customer has requested a variation to the Products and such variation delays Delivery, the

Seller reserves the right to invoice the Customer and receive payment on the agreed date of Delivery.

12 Delivery and Delay

12.1 The Seller will deliver the Products safely and securely packed.

12.2 The Customer or the Customer’s representative must be present on Delivery to inspect the Products

Ordered and sign for acceptance of the Products on Delivery.

12.3 The Seller will take all reasonable commercial endeavours to ensure that the Products Ordered are delivered on the agreed date for delivery set out in the Order.

12.4 Where there is a schedule of times for delivery referred to in the Order then the Seller will take all reasonable commercial endeavours to ensure that the Products are delivered on the agreed scheduled dates for delivery.

12.5 Delivery dates and estimates are, however, not guaranteed. The Seller shall not be liable for any delays caused whatsoever by any shipment delay, delay by acts beyond Seller’s control, including fire, flood, earthquake, accident, hazard, strike, labour conditions, or terrorist activity. Seller disclaims any liability or responsibility, and Customer shall hold Seller harmless, for the late or non- delivery of Product.

12.6 If the Seller is unable to deliver the Products to the Customer by the date or dates of delivery set out in the Order, then the Seller must promptly notify the Customer in writing to that effect with estimates of the revised time for the delivery of the Products Ordered.

12.7 The Customer acknowledges that the Seller may be dependent upon various supplies of materials and components from third parties in order to be able to deliver the Products to the Customer by the

agreed date or dates for delivery. Any delay in the manufacture of the Products Ordered caused by any shortage or unavailability of materials or components may give rise to a delay in delivery and the Customer acknowledges and agrees that in such circumstances the Seller will not thereby be in breach of its delivery obligations.

12.8 The Seller reserves the right to invoice the Customer and receive payment for the Products even though delivery has not occurred through the Customer’s failure to take delivery of the Products Ordered.

12.9 The Customer is liable for the cost of delivery of the Goods delivered. The Customer acknowledges the cost of delivery is in addition to the Price of the Goods.

12.10 If the Customer fails to pay for the Products Ordered then the Seller may sue the Customer for the Price as a debt immediately due and owing to the Seller by the Customer, even though Delivery has been suspended because of the Customer’s failure to pay the Price when due.

12.11 In the event that the Customer is unable to take delivery of the Goods as arranged, then the Seller shall be entitled to charge a reasonable fee for re-delivery and storage.

13 Risk

13.1 Risk or damage to or loss of the Goods passes to the Customer on delivery.

13.2 the Customer is liable shall insure the Goods on or before delivery.

13.3 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, the Seller is entitled to receive all Insurance proceeds payable for the Goods.

13.4 The productions of these terms and conditions by the Seller to the Customer’s insurer is sufficient evidence of the Seller's rights to receive the insurance proceeds without the need for any person dealing with the Seller to make further enquiries.

14 Title

14.1 Unless otherwise agreed in writing by the Seller and the Customer, title in the Products Ordered will not pass to the Customer until the Products are fully paid for by the Customer. Where the Products have been delivered to the Customer prior to having been fully paid for, the Customer will hold the Products until full payment has been made as a bailee at will for the Seller.

14.2 Where the Products are to be used by the Customer, the Customer acknowledges and agrees that in the event that payment is not made in accordance with this Contract then the Customer will not use the product without the Seller’s prior written consent until the Products have been fully paid for.

14.3 The Parties agree that the full risk of damage, loss or destruction to the Products will pass to the Customer on delivery of the Products even if title has not passed to the Customer at the time of such damage, loss or destruction. In the event that the Products are damaged, lost or destroyed after delivery but before title has passed, the Customer will continue to be liable to the Seller to pay any balance of the Price.

14.4 The Customer irrevocably authorises the Seller to enter any premises where the Seller believes the

Goods are kept and recover possession of the Goods.

14.5 The Seller may recover possession of any Goods in transit whether or not delivery has occurred.

14.6 The Customer shall not charge or grant and encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of the Seller.

14.7 The Seller may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.

15 Suspension of Delivery

15.1 The Seller may suspend Delivery of the Products without being in breach of this Contract if:

15.1.1. where the Customer must make a pre-payment or instalment and fails to pay any pre- payment or instalment of the Price for Products Ordered until such payment is made;

15.1.2. the Customer fails to inspect the Products Ordered promptly upon being required by the

Seller to do so but only until such inspection occurs;

15.1.3. whilst any dispute between The Customer and the Seller remains unresolved;

15.1.4. the Customer owes any money to the Seller on any account whatsoever;

15.1.5. in the reasonable opinion of the Seller, the Customer will be unable to pay the Price or balance of the Price to the Seller.

15.1.6. Seller must give 7 days’ prior written notice to the Customer of its intention to suspend delivery and the reasons for such suspension.

16 Personal Property Securities ("PPS")

16.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.

16.2 Upon assenting to these terms and conditions the Customer acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods that have previously been supplied and that will be supplied in the future by the Seller to the Customer.

16.3 The Customer undertakes to:

16.3.1. promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which the Seller may reasonably require to register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register.

16.3.2. register any other document required to be registered by the PPSA or

16.3.3. correct a defect in a statement referred to in clause 16.3.1or 16.3.2.

16.3.4. indemnify, and upon demand reimburse the Seller for at expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby.

16.3.5. not register a financing change statement in respect of a security interest without the prior written consent of the Seller.

16.3.6. not register, or permit to be registered a financing statement or a financing change statement in relation to the Goods in favour of a third party without the prior written consent of the Seller.

16.3.7. immediately advise the Seller in writing of any change in business practices of selling the

Goods which would result in a change in the nature of proceeds derived from such sales.

16.4 The Seller and the Customer agree that sections 95 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.

16.5 The Customer waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and

132(4) of the PPSA.

16.6 The Customer waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.

16.7 Unless otherwise agreed to in writing by the Seller, the Customer waives their right to receive a verification statement in accordance with section 157 of the PPSA.

16.8 The Customer must unconditionally ratify any actions taken by the Seller under clauses 16.3 to 16.5.

16.9 Subject to any express provisions to the contrary nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

17 Security and Charge

17.1 In consideration of the Seller agreeing to supply the Goods, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer other now or in the future to secure the performance by the Customer of its obligations under these terms and conditions (including but not limited to, the payment of any money).

17.2 The Customer indemnifies the Seller from and against all The Seller's costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising the Seller's rights

under this clause.

17.3 The Customer irrevocably appoints the Seller and each director of the Seller as the Customer's true and lawful attorney's to perform all necessary acts to give effect to the provisions under this contract including, but not limited to, signing any document on the Customer's behalf.

18 Use of Product

18.1 The use of the Products Ordered, is the Customer’s sole and exclusive responsibility and the Seller will not be responsible for any damage done to the Products Ordered during, or as a consequence of, their use.

19 Ownership of Intellectual Property

19.1 Nothing in the Contract between the Parties gives the Customer any interest or right to the Intellectual Property in the Products Ordered which Intellectual Property the Customer acknowledges is exclusively owned by theSeller.

19.2 All copyright in all specifications that are provided to the Customer with the Products Ordered remains the sole and exclusive property of the Seller and such items are not to be reproduced without prior written permission of the Seller.

20 Inspection of the Products

20.1 It is the Customer’s obligation to inspect the Products Ordered at such reasonable dates, times and places as the Seller notifies in writing to the Customer.

20.2 If the Customer fails to inspect the Products Ordered within seven (7) days of written notification from the Seller that the Products Ordered are ready to be inspected, then the Customer will be deemed to have accepted the Products, waived all rights of inspection and consequent to inspection to have waived all rights in respect to all visible defects and to have those defects rectified.

20.3 If on inspection the Customer does not accept the Products Ordered as being in accordance with the Contract, then the Customer shall within two (2) days of such inspection, send to the Seller by facsimile, email or letter full details of all rectifications the Customer requires in respect to those defects. If the Customer fails to do this within the said two (2) days of inspection, then notwithstanding that the Customer has orally or informally failed notified the Seller of the defects, the Customer will be deemed to have accepted the Products pursuant to the inspection and to have waived the Customer’s rights to have such defects rectified.

20.4 Where the Customer provides to the Seller the full details of rectification work consequent upon inspection within the time provided, the Seller will, if it accepts that

such defects exist and require rectification, promptly at it own cost carry out all those requirements so as to cure the defects in the Products Ordered. Where the Products Ordered do not, because of such defects, comply with any Specifications, the Seller must rectify the Products Ordered so that they comply with the terms of the Specifications.

20.5 If in the reasonable opinion of the Seller the details of rectification sought by the Customer are outside the Specifications, the Seller shall within two working days of receiving full details of rectification inform the Customer in writing or by facsimile or email of those parts of the details of rectification which the Seller says are not required in order for the Products Ordered to comply with theSpecifications.

20.6 If The Customer and the Seller cannot agree on the details of rectification then either Party may require the Products to be returned to the Seller and the cost of such return and the risk involved will be borne by the Customer.

21 Defects, Warranties, Returns, and CCA

21.1 The Customer must inspect the Goods on delivery and must within seven (7) days of delivery notify the Seller in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Customer must notify any other alleged defect in the Goods as soon as

reasonably possible after any such defect becomes evident. Upon such notification the Customer must show the Seller to inspect the Goods.

21.2 Under applicable State, Territory and Commonwealth Law (including without limitation the

CCA),certain statutory implied guarantees and warranties (including without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-Excluded Guarantees).

21.3 The Seller acknowledges that nothing in these terms and conditions purports to modify or exclude the

Non-Excluded Guarantees.

21.4 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, the Seller makes no warranties or other representations under these terms and conditions including but not limited to quality or suitability of the Goods. The Seller's liability in respect of these warranties are limited to the Fullest Extent Permitted by Law.

21.5 If the Customer is a consumer within the meaning of the CCA the Seller's liability is limited to the extent permitted by section 54A of Schedule 2.

21.6 If the Seller is required to replace the Goods under this clause of the CCA but is unable to do so, the

Seller may refund any money the Customer has paid for the Goods.

21.7 If the Customer is not a consumer within the meaning of the CCA the Seller's liability for any defect or damage in the Goods is limited to the value of any express warranty or warranty card provided to the Customer by the Seller at the Seller's sole discretion limited to any warranty to which the Seller is entered If the Seller did not manufacture the Products otherwise negated absolutely.

21.8 Subject to this clause 21, returns will only accepted provided that:

21.8.1. the Customer has complied with the provisions of clause 21.1; and

21.8.2. the Seller has agreed that the Products are detective; and

21.8.3. the Goods are returned within a reasonable time at the Customer's cost (if that cost is not significant), and

21.8.4. the Goods are returned in as close a condition to that in which they were delivered as is Possible.

21.9 Notwithstanding clauses 21.1 to 21.8 but subject to the CCA, the Seller shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:

21.9.1. the Customer fails to properly maintain or store any Goods.

21.9.2. the Customer using the Goods for any purpose other than that for which they were designed.

21.9.3. the Customer continuing the use of any Goods after any defect becomes apparent or should have become apparent to a reasonably prudent operator or user.

21.9.4. the Customer fails to follow any instructions or guidance provided by the Seller.

21.9.5. Fair wear and tear, any accident or act of God.

21.10 The customer confirms that the Customer is purchasing the goods on a wholesale basis to on-sell or re-supply to your customers and that as such the Customer may not be entitled to all of the consumer guarantees under the CCA.

21.11 Notwithstanding anything contained in this clause where the Seller is required by a law to accept a

return the Seller will only accept a return on the conditions imposed by that law.

22 Waiver

22.1 The failure by either the Customer or the Seller to exercise or enforce any rights conferred hereunder shall not, except where there is an express term to the contrary, be construed or deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or other times thereafter.

22.2 A waiver of any right must be in writing signed by the Party waiving that right.

23 Default &Termination

23.1 If the Customer:

23.1.1. enters into a deed of arrangement or commits an act for bankruptcy or compounds with its creditors or becomes insolvent, or has a trustee appointed to any of its assets or has a summons for its winding up filed, goes into liquidation or has a receiver appointed to the whole or any part of its assets or if an Administrator is appointed under Section 436A of the Corporations Act 2001; or

23.1.2. is in breach of any of the terms and/or conditions of this Contract then,

the Seller may immediately stop manufacture/supply of any of the Products, stop any of the Products in transit, suspend delivery and any further performance of this Contract and/or any other agreement with the Customer without prejudice to any of the Seller’s other rights and remedies and without being in breach of any of the Seller’s obligations under this Contract.

23.2 The Seller may also upon the happening of any event or circumstance in Clause 23.1by notice in writing to the Customer terminate this contract. Such termination will be in addition to and will not affect or modify in any way the Seller’s legal rights to seek damages or other relief.

23.3 Without prejudice to any other remedies the Seller may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions the Seller may suspend or terminate the supply of Goods to the Customer. The Seller will not be liable to the Customer for any lose or damage the Customer suffers because the Seller has exercised its rights under this clause.

23.4 Without prejudice to the Seller's other remedies at law the Seller shall be entitled to cancel all or any part of any order of the Customer which remains unfilled and all amounts owing to the Seller shall, whether or not due for payment become immediately payable if:

23.4.1. any money payable to the Seller becomes overdue, or in the Seller's opinion the Customer will be unable to make a payment when it falls due;

23.4.2. the Customer becomes insolvent, conveys meeting with its creditors or proposes, or enters into an agreement with its creditors or makes an assignment for the benefit of its creditors; or

23.4.3. a receiver, a manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

23.5 the Customer shall indemnify the Seller from and against all costs and disbursements incurred by the Seller in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, the Seller's contract default fee and bank dishonour fees).

23.6 the Seller shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by the Seller of these terms and conditions (alternatively the Seller's liability shall be limited to damages which under no circumstances shall exceed the price of the Goods).

23.7 The Customer shall not be entitled to set off against or deduct from the Price, any sums owed or claimed to be owed to the Customer by the Seller not to withhold payment of any invoice because part of that invoice is in dispute.

24 Notice

24.1 Any notice required to be served must be in writing and may be served personally by facsimile or by email addressed to the recipient. A notice served by pre-paid post shall be deemed served two days after posting (whether received or not) to the recipient’s registered office or place of business.

24.2 A notice served by email or by facsimile must be addressed to the Party concerned at its facsimile or email address and shall be deemed received the day after sending. An email or facsimile report shall be conclusive evidence of it having been sent andserved.

25 Privacy Act 1988

25.1 The Customer agrees for the Seller to obtain from a credit reporting agency a credit report containing personal credit information about the Customer in relation to credit provided by the Seller.

25.2 The Customer agrees that the Seller may exchange information about the Customer with those credit providers other named as trade references by the Customer or named in a consumer credit report issued by a credit reporting agency for the following purposes:

25.2.1. to assess an application by the Customer, and/or

25.2.2. to notify other credit providers of default by the Customer, and/or

25.2.3. to exchange information with other credit providers as to the Status of this credit account, where the Customer is in default with other credit providers„ and/or

25.2.4. to assess the creditworthiness of the Customer.

25.3 The Customer understands and acknowledge that the information exchanged can include anything about the Customer's creditworthiness, credit standing, credit history or credit capacity that credit providers are allowed to exchange under the Privacy Act 1988.

25.4 The Customer consents to the Seller being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).

25.5 The Customer agrees that personal credit information provided may be used and retained by the Seller for the following purposes (and for other purposes as shall be agreed between the Customer and Seller or required by law from time to time):

25.5.1. the provision of Goods, and/or

25.5.2. the marketing of Goods by the Seller its agents or distributors, and/or

25.5.3. analysing, verifying and/or checking the Customer's credit, payment and/or status in relation to the provision of Goods, and/or

25.5.4. processing of any payment instructions, credit debt facilities and/or credit facilities requested by the Customer, and/or

25.5.5. enabling the daily operation of Customer's account and/or the the collection of amounts outstanding in the Customer's account in relation to the Goods

25.6 The Seller may give information about the Customer to a credit reporting agency for the following purposes:

25.6.1. to obtain a consumer credit report about the Customer allow the credit reporting agency to create or maintain a credit information containing information about the Customer.

25.7 The information given to the credit reporting agency may include:

25.7.1. personal particulars (the Customer's name, sex, address, previous addresses, date of birth, name of employer and driver's license number);

25.7.2. details concerning The Customer's application for credit or commercial credit and the amount requested;

25.7.3. advice that the Seller is a current credit provider to the Customer;

25.7.4. advice of any overdue accounts, loan repayments and/or any outstanding monies are no longer overdue in respect of any default that has been listed;

25.7.5. that the Customer's overdue accounts, loan repayments and/or any outstanding monies are no longer overdue in respect of any default that has been listed;

25.7.6. information that, in the opinion of the Seller, the Customer has committed a serious credit Infringements (that is fraudulent or shown an intention not to comply with the Customer's credit obligation);

25.7.7. advice that cheques drawn by the Customer for one hundred dollars ($100) or more, have been dishonoured more than once;

25.7.8. that credit provided to the Customer by the Seller has been paid or otherwise discharged

26 Governing Law

26.1 This Contract shall be governed by and construed and interpreted in accordance with the laws of the

State or Territory of Australia in which the Seller has its principal place of business.

26.2 Any dispute will be subject to the exclusive jurisdiction of the Courts of that State or Territory.

27 Interpretation

27.1 Where words importing the singular number or the plural number are used they include the plural number and singular number respectively and where words are used importing the neuter, female or masculine gender they include if applicable the masculine, feminine or neuter gender respectively.

27.2 Any reference to the Seller or the Customer includes their respective lawful successors and assigns.

27.3 The reference to any statute, by-law, code of conduct or standard is a reference to any and all applicable amendments, vacations or replacements thereof.

28 Disputes

28.1 In the event of any dispute arising between the Seller and the Customer as to any Party’s rights or obligations under the Contract or as to whether either Party has breached or failed to meet its obligations then both Parties agree to meet together and in good faith seek to resolve the dispute.

28.2 If notwithstanding this clause the dispute remains unresolved either Party may take such actions as it thinks fit to enforce its rights against the other.

29 Whole Agreement

29.1 The content of the documents in Clause 2 constitute the whole of the terms of this Contract. Except

to the extent the law provides as mandatory requirement a term to be implied, no term is to be implied into this Contract.

29.2 The Customer agrees that the Seller may amend these terms and conditions at any time if the Seller makes a change to these terms and conditions, then that change will take effect from the date on which the Seller Notifies the Customer of Such Changes. The Customer will be taken to have accepted such changes of the Customer makes a further request for the Seller to provide Goods to the Customer.

29.3 All prior representations, undertakings and statements made by either Party to the other and not expressly included in this Contract are hereby expressly excluded from this Contract and each Party expressly hereby states that it has not relied in any way on such prior representations, undertakings or statements in deciding to entering into this Contract.

29.4 Neither Party shall be liable for any default due to any act of God, war, terrorism, strike, lock out, industrial action, fire, flood, storm or other events beyond the reasonable control of either party.