(herein referred to as “these Terms and Conditions”)

1. General

1.1 These Terms and Conditions shall apply to the supply of Goods and Services provided by Alerton Australia Pty Ltd (“the Company”) to its customers (“the Customer”) and shall prevail over any other terms or conditions relating thereto where such terms and conditions conflict with those herein.

2. Title of Goods

2.1 The Customer hereby agrees that the legal and equitable title in all goods supplied by the Company (“the Goods”) to the Customer are retained by the Company until all monies owed to the Company on any account have been paid in full by the Customer.

2.2 The Company hereby agrees to allow the Customer to deal, sell or trade with the Goods in the normal course of business and for the Customer to retain the sale proceeds of such sale or dealing on trust for the Company until such time as all monies owed to the Company are paid in full under these Terms and Conditions.

2.3 Where the Customer processes the Goods or the Company processes the Goods at the request of the Customer, either by using the Goods to manufacture other goods or by incorporating the Goods in or with any other goods, the Customer agrees to hold such part of the new goods (“Processed Goods”) on trust for the Company and must store the Goods and such part of the Processed Goods separate from its own goods and those of any other third party in such a way as to clearly indicate that the Goods and such part of the Processed Goods are owned by the Company. The Customer agrees that the Goods and such part of the Processed Goods are to be properly stored, protected, readily identifiable and insured.

2.4 In the event of the Customer defaulting in compliance with any of these Terms and Conditions including the non-payment of all monies due to the Company, the Company shall have the right (without giving notice) to retake possession of all Goods supplied to the Customer by the Company and the Customer hereby authorises and allows the Company or its representative, servant or agent or employee to enter the premises upon which the Goods are housed or stored for the purpose of retaking possession of the same and the Company shall not be liable for any costs, losses, damages, expenses or any other monies or losses suffered by the Customer as a result of the Company retaking possession of the Goods. The Customer hereby indemnifies the Company against prosecution and claims for damages resulting from the seizure of the Goods.

2.5 The parties agree that this clause is not intended to create a charge or any other form of security interest and that if and to the extent that, as a matter of law, this clause creates a charge or any other form of security interest, the offending words shall be deleted.

3. Insurance

3.1 During the period between delivery and final payment for the Goods, the Customer will maintain sufficient insurance thereon and provide evidence thereof in the name of the Company against loss or damage from any cause to cover the unpaid balance of the purchase price and failing to do so no loss or damage suffered during the aforesaid period shall relieve the Customer from payment of the balance of the purchase price or from any of these Terms and Conditions.

3.2 During the period referred to in clause 3.1 above, the Customer will maintain all Goods and materials delivered by the Company in good condition.

4. Quotations and Prices

4.1 Prices for goods and services are the prevailing price at the date of quotation.

4.2 A written quotation issued by the Company to the Customer is an offer to sell and overrides the Company’s prevailing price list. A written quotation expires at the date specified as an expiry date. If no expiry date is specified, the written quotation expires 30 days after the date of the written quotation.

4.3 A contract for the supply of Goods and/or Services is made when the Customer communicates to the Company by writing or conduct that it accepts the written quotation.

4.4 Where in the period between the issuing of a written quotation and the delivery of the relevant Goods and/or Services, the Company incurs an increase in the cost of producing and/or delivering the Goods and/or Services, the Company reserves the right to increase the quoted price of those Goods and/or Services at any time prior to delivery.

4.5 Unless otherwise specified, all quoted and advertised prices are exclusive of GST.

4.6 Where the Company makes a Taxable Supply (within the meaning of the A New Tax System (Goods and Services Tax) Act 1999 or any related Act imposing such tax or legislation that is enacted to validate, recapture or recoup such tax) in connection with these Terms and Conditions to the Customer and the consideration otherwise payable for the Taxable Supply does not include GST, the Company will be entitled to recover from the Customer the amount of any GST on the Taxable Supply.

5. Payment

5.1 Where the Company has agreed to extend credit to the Customer, the Company will submit an invoice to the Customer for Goods or Services or both supplied to the Customer and the full amount of the invoice together with any additional charges (if any) must be paid by the Customer to the Company by no later than 30 days after the date of the invoice or such other date for payment as the Company and the Customer agree in writing.

5.2 The Customer must not retain any money owing to the Company notwithstanding any breach or alleged breach by the Company of these Terms and Conditions including the supply of allegedly faulty or defective Goods and/or Services.

5.3 If the Company is not satisfied as to the Customer’s ability to pay for Goods and/or Services, it may suspend or terminate supply or the performance of Services, and shall not be liable in any way for any claim, damage, expense or cost arising there from and all monies then outstanding by the Customer shall become immediately due and payable.

5.4 Any expenses, costs or disbursements incurred by the Company in recovering any outstanding monies including debt collection agency fees and legal costs on an indemnity basis shall be paid by the Customer providing that those fees do not exceed the charges as charged by that debt collection agency/solicitor.

5.5 The Company shall be entitled without notice to terminate any credit arrangement with the Customer in the event of the Customer defaulting in any of these Terms and Conditions.

5.6 The Company shall be entitled at any stage during the continuance of a contract between the Company and the Customer to request such security or additional security as the Company shall in its discretion think fit and shall be entitled to withhold supply of any Goods and/or Services or credit arrangements until such security or additional security shall be obtained.

5.7 The Company shall be entitled to charge interest on all overdue amounts owed by the Customer to the Company at the rate which is 2% per annum above the rate prescribed from time to time in the Penalty Interest Rates Act 1983 (VIC). Interest will be calculated daily and capitalised monthly.

5.8 In the event that the Customer is declared bankrupt or bankrupt proceedings are brought against the Customer or if the Customer is a company, if it is subject to Voluntary Administration, a Winding-up proceeding, a Receiver or Manager or Receiver and Manager of its assets is appointed, or if it shall commit any breach of or fail to perform any one or more of these Terms and Conditions on its part then:

5.8.1 all monies owed by the Customer to the Company shall become immediately due and payable;

5.8.2 the Company may by notice in writing terminate any contract between the Company and the Customer forthwith and any such termination shall not affect any other rights or remedies which the Company may have in consequence of any such breach or nonperformance by the Customer.

5.9 The Customer as beneficial owner charges in favour of the Company all its interest in all of the present and future real property of the Customer as security for the due and punctual payment of all debts and monetary liabilities owed by the Customer to the Company. The Customer consents to the Company lodging a caveat to note its interest. Upon demand by the Company, the Customer agrees to immediately execute a mortgage on terms satisfactory to the Company to more particularly describe the security interest conferred by this clause. Should the Customer fail within a reasonable time of such demand to execute such mortgage then the Customer irrevocably appoints the Company as its attorney with authority to do on its behalf any thing that it may lawfully authorise an attorney to do including, without limitation, to make, sign, execute and deliver any document and to take possession of, use, sell or otherwise dispose of any real property of the Customer.

6. Delivery

6.1 While the Company will make every effort to effect delivery in accordance with pre-arranged dates, no guarantee is implied as to delivery dates nor will the Company be liable for any loss or damage arising from delays in delivery howsoever caused and whether in respect of the whole or part of the Goods ordered and a delay in delivery shall in no event entitle the Customer to terminate the contract. Where a contract involves more than one delivery these conditions apply to each and every delivery.

6.2 If no details have been arranged in writing between the Company and the Customer, delivery will be deemed to have been effected and risk in Goods passes to the Customer on the earlier of:

6.2.1 collection of the Goods by the Customer;

6.2.2 delivery of the Goods to the Customer;

6.2.3 supply of the Goods to a carrier for delivery to the Customer.

6.3 Where the Company or its agent enters into any premises nominated by the Customer as a delivery point, the Customer:

6.3.1 releases and indemnifies the Company from any claim against the Company in respect of loss, damage or liability caused to those premises except for and to the extent that such loss, damage or liability suffered or incurred by the Company arises out of the negligence or carelessness of the Company or its agents; and

6.3.2 releases and indemnifies the Company from any claim against the Company in respect of loss, damage or liability suffered or incurred by the Company in respect of damage or injury to persons arising out of the delivery by the Company or its agents of the Goods to those premises except for and to the extent that such loss, damage or liability suffered or incurred by the Company arises out of the negligence or carelessness of the Company or its agents.

6.4 If for any reason the Customer is unable to accept delivery of the Goods at the time when the Goods are due and ready for delivery the Company shall if its storage facilities permit, store the Goods and take reasonable steps to prevent the deterioration of the Goods until the actual delivery and the Customer shall be liable to the Company for the reasonable cost (including insurance) of so doing. This provision shall be in addition to, not in substitution of, any other payment or damages for which the Customer may become liable in respect of their failure to take delivery at the appropriate date.

7. Claims

7.1 The Company shall not be liable for any direct or consequential loss or damage attributable to defects in the Goods or Services nor in respect of conditions or warranties whether expressed or implied by statute or at common law which have not been confirmed by the Company in writing.

7.2 The Customer shall indemnify the Company against all proceedings, claims, demands, costs and expenses made against or incurred by the Company in respect of the Goods sold hereunder for any installation thereof by the Customer or its employees, agents or representatives.

7.3 Any complaints of damage or short delivery or loss in transit must be made to the Company within fourteen days of delivery. The Company shall have the option of repairing, replacing or crediting the value of the Goods in respect of which any such complaint is made and proven thereby fully discharging all legal liability.

8. Guarantee

8.1 Subject as in hereinafter provided the Company will replace or repair at its own cost all Goods which are or become faulty by reason only of the use of defective materials by the Company or by reason of defective workmanship by the Company or its agents within a period of 12 calendar months from the date of delivery provided that the Customer has notified the Company in writing of the fault within that period.

8.2 The Customer shall, as soon as practicable after discovering any such defect or fault, return the defective Goods or parts thereof to the Company unless it has been agreed between the parties that the necessary replacement or repair shall be carried out by the Company on the Customers premises or on the premises where the Goods have been installed.

8.3 The Company shall be under no liability to the Customer in respect of defects in the Goods supplied except as specified in this clause nor shall it be responsible for any personal injury or damage or loss of any kind attributable to defects in such Goods but the Customer will keep the Company indemnified against any such claim.

8.4 In the event of the Customer attempting to repair the Goods without the written consent of the Company the provisions of this clause become null and void.

9. Returns

9.1 Goods returned for credit will be accepted at the sole discretion of the Company. Goods in original condition may be accepted for a maximum credit of 75% of the original net price of the Goods to the Customer.

10. Cancelled Orders

10.1 No cancellation of an order for the supply of Goods or Services or both may be made by the Customer unless agreed to in writing by the Company.

10.2 If the Customer repudiates a contract in force between the Company and the Customer or terminates its performance, the Customer will be liable to the Company for any damage or loss suffered by the Company arising out of such repudiation or termination. Without limiting the generality of this clause, if Goods have been produced specifically for the Customer, or are in the process of being so produced, the Customer must pay to the Company as liquidated damages the full contract price and any costs incurred by the Company less the current scrap value of the Goods (such scrap value to be determined by the Company).

11. Force Majeure

11.1 No liability will be accepted for any failure of or delay in performance when performance is wholly or partially delayed hindered or prevented by any circumstances which are not within the Company’s immediate control including but not limited to: strikes, lockouts, labour disputes of any kind, fires, accidents, breakdown of part, delay of transport, unavailability of materials, war hostilities or any local or national emergencies, compliance with any order or request of Government or other public authority or Force Majeure of any kind.

12. Miscellaneous

12.1 No statement or recommendation made or advice, supervision or assistance given by the Company, its employees, agents, transport contractors or representatives whether oral or written must be construed as or constitutes a warranty or representation by the Company or a waiver of any clause in these Terms and Conditions. The Company is not liable for loss or damage arising directly or indirectly from any act or omission to act arising directly or indirectly from any such statements, recommendations, advice, supervision or assistance.

12.2 The Company shall have all rights under statute, at common law and in equity in addition to these Terms and Conditions.

12.3 The law of the State of Victoria is the proper law governing these Terms and Conditions and the parties accept and submit to the exclusive jurisdiction of the Courts of that State.

12.4 A party waives a right under these Terms and Conditions only if it does so in writing. A party does not waive a right simply because it fails to exercise the right, delays exercising the right or only exercises part of the right. A waiver of one breach of a term of these Terms and Conditions does not operate as a waiver of another breach of the same term or any other term.

12.5 If a provision in these Terms and Conditions is wholly or partly invalid or unenforceable, that provision or part thereof must be treated as deleted without effect on the validity or enforceability of the remaining provisions.

13. Interpretation

13.1 In these conditions:

Goods means goods the subject of an order from the Customer to the Company or a quote from the Company to the Customer or any other goods sold by the Company to the Customer.

Services means services supplied by the Company to the Customer in relation to the Goods the subject of an order which has been accepted by the Company or a written quotation from the Company to the Customer.

GST means tax payable on Taxable Supplies within the meaning of the A New Tax System (Goods and Services Tax) Act 1999 or any related Act imposing such tax or legislation that is enacted to validate, recapture or recoup such tax.

Company means Alerton Australia Pty Ltd.

Customer means a person or other entity who makes a contract with the Company on the terms of these Terms and Conditions.