a.)

copyright, future copyright, trade/business or company names, trademarks, designs, trade secrets, product names, brand names, domain names, inventions or discoveries (including patents), circuit layouts, know-how, specifications, operating manuals whether or not existing now and whether or not registered or registrable and includes all and any right to apply for the registration of such rights including all renewals and extensions and all other rights of intellectual property as recognised by the law in force in New South Wales;

b.)

any application or right to apply for registration of any of the rights or any improvement to the rights referred to in paragraph (a),

a.)

Notwithstanding anything contained in the Purchase Order or in correspondence between the Parties, the Terms together with the Quotation (if any) constitute the entire agreement between the Parties in regard to the Goods and/or Services stated on the Quotation, or on the Purchase Order or as are provided by us, and will prevail over and supersede all prior negotiations, proposals, trading history, correspondence or previous dealings between the Parties.

b.)

You are deemed to accept and agree to the Terms and to be bound exclusively by the Agreement in full when you do all or any of the following:

c.)

You acknowledge that in entering into the Agreement, you did not rely on any representation other than those which are expressly stated in the Quotation or the Terms.

d.)

These Terms will prevail to the extent of any inconsistency or variance between the provisions of the Terms, the Quotation or the Purchase Order. Notwithstanding any acceptance by us of any Purchase Order or offer to purchase from you that may contain any provision inconsistent with or purporting to vary or reject any of the Terms, any contract between the Parties arising from our acceptance of such Purchase Order or offer to purchase shall be subject to the Terms unless and to the extent only that we expressly agree in writing to any variation thereof.

e.)

Any rights, remedies, liabilities, conditions, warranties, standards or specifications which apply to or in respect of the Agreement under or by virtue of the Australian Consumer Law or any other enactment of Australia or of any State or Territory thereof affecting the Agreement and which cannot be excluded from the Agreement are deemed to apply to the Agreement, notwithstanding any inconsistency with the Terms.

f.)

Subject to sub clause (g) above, to the fullest extent permitted at law, no warranties expressed or implied by law, trade custom or otherwise and no representations, descriptions, conditions or statements are binding on us unless set out in or expressly incorporated into the Terms by our written notice to you.

a.)

You acknowledge and agree to the following:

b.)

The Question remains open for acceptance for a period of thirty (30) days from the date of the Quotation, unless an alternate period is specified and the Quotation is subject to withdrawal or change by us at any time prior to your acceptance of the Quotation.

a.)

Prices included in the Quotation are based upon the quantities of Goods and description of the Services referred to in the Quotation. Should you offer to purchase a quantity of Goods or request Services which vary to those referred to in the Quotation, we reserve the right to amend the price quoted for such Goods and/or Services, at our sole discretion.

b.)

You are entitled to make variations to the Purchase Order only with our prior written consent, including increasing or reducing scope of supply, character, quality, nature or design as well as change of delivery time, provided that such variations are within what the Parties could reasonably expect when entering into the Agreement. The variation will be formalised by us issuing a written variation order confirmation to you.

c.)

Unless otherwise expressly agreed in writing between the parties, you accept responsibility and costs in applying for, obtaining and providing to us any licenses, access, approvals or permits as necessary for performance of the Agreement.

d.)

Unless stated otherwise in the Quotation packing is not included in the Price and packing required by you is payable will be added to the Price.

e.)

Where the Goods and/or Services are varied or we are delayed in provision of the Goods and/or Services due to your act or omission, we shall notify you of any additional costs which will be incurred as a result of such variation or delay and such additional costs will be added to the Price.

f.)

Unless otherwise expressly stated in writing in the Quotation, any customs duties, carbon costs, sales tax, GST, VAT or any other tax, levy or the like imposed on either the sale, manufacture, dealing with, distribution, import, export or use of the Goods or measured by the selling price of goods or otherwise howsoever levied against or added to the price of the Goods shall in all cases be an excluded cost that shall be added to the Price at the designated rate

g.)

Unless otherwise expressly stated in writing, prices quoted by us are based on the costs of material, labour, freight, insurance, and duties and other costs and charges at the date of the Quotation or such other date specifically referred to therein in respect of such matters. Such prices shall be subject to adjustment in respect of any variation in such costs, rates or charges or their method of assessment occurring after the date of the Quotation and until the completion of the including, without limitation, changes in:

and we shall give you reasonable notice of any increase in the prices quoted where in our opinion the amount of such increase is substantial.

h.)

If we incur further costs by reason of the creation or amendment of any law or of any order, regulation or by-law having the force of law or any applicable standard after the date of the Quotation, the amount of such increase or decrease shall be, added to or deducted from the Price, as the case may be, and even where the Price is quoted as firm or fixed, it shall be subject to adjustment for cost variations caused by such creation or amendment.

i.)

Unless stated otherwise, all prices, quotes or other amounts are in Australian Dollars (AUD$).

j.)

If prices are expressed in different currencies and you seek or require payment in any other currency than as specified in the Quotation, you will bear any foreign exchange risk arising from such payment. Changes in foreign exchange rates shall be payable and calculated at the rate of exchange actually paid by us against the exchange rate in the Quotation.

k.)

For the purpose of this clause the expression and meaning of the term 'cost' is deemed to include overheads and interest paid by us.

a.)

A non-refundable deposit may be payable if outlined in the Quotation. You agree to pay us the such deposit within the timeframe noted on the Quotation or within a reasonable time frame and in any event, before we commence any work in connection with the Goods and/or Services.

b.)

We will not start to provide the Services until we receive the Deposit in cleared funds (if applicable).

a.)

The Purchase Order must be accompanied by sufficient information, drawings and data to enable us to commence provision of the Goods and/or Services without interruption and. you agree to be solely responsible for, and warrant, the accuracy of the information you provide.

b.)

All descriptive and shipping specifications, drawings, dimensions and weights submitted by us in relation to the Quotation are approximate only and any descriptions, illustrations and data contained in any catalogues price lists and/or other advertising or promotional material are intended by us only to present a general view of the Goods and/or Services described therein and none of such specifications, drawings, dimensions, weights, descriptions, illustrations or data shall form part of the Agreement, unless expressly agreed to by all Parties in writing.

c.)

Any drawings or other information requiring your approval must be approved, amended or rejected and returned to us by you within seven (7) days of the date of your receipt of such drawings or other information requiring approval.

You agree and acknowledge that:

a.)

all Intellectual Property rights in respect to the Goods or their manufacture and/or Services provided (as applicable) are owned exclusively by us and remain vested in us at all times in our sole name and do not transfer to you upon entering the Agreement or at any other time;

b.)

we grant to you a royalty-free, irrevocable, non- transferrable perpetual license to use our Intellectual Property to use, repair and maintain the Goods only (as applicable to the situation);

c.)

you must not without our prior written consent decompile, disassemble, reverse engineer, manufacture, duplicate or modify any of the Goods or components thereof nor reproduce, copy or disclose nor permit or assist others to reproduce, copy or disclose any of our Intellectual Property;

d.)

all information relating to Intellectual Property provided by us to you shall be regarded as confidential and shall not be copied or disclosed by you to a third party except with our prior written consent and shall only be used pursuant to the Agreement under which such information was provided;

e.)

in the event of any claim by us for your infringement of our Intellectual Property rights relating to any Goods or components thereof (other than goods or components based on a specification or design provided or specified by you), we will at our sole discretion either replace or modify such Goods or component with non-infringing goods or components or procure for you the right to use such goods or components. We will not be held liable for any losses you incur arising from use or non-use of any such infringing goods or components; and

f.)

A breach of this clause is likely to be harmful to our business and interests and monetary damages alone may not be a sufficient remedy for such breach. In addition to any other remedy which may be available at Law or equity, we may be entitled to an interim or interlocutory or permanent injunctions, to prevent the use of or disclosure of confidential information in breach of this clause or to compel specific performance.

a.)

The Parties must not disclose any Confidential Information about the other party to any person that is not a party to these Terms unless that disclosure:

b.)

Each party must use the same degree of care towards the other party’s Confidential Information that that party would use to protect their own confidential information of like nature.

c.)

Within 30 days of provision of the Goods and/or completion of the Services; termination of these Terms; or receipt of written notice from you, we agree to return or destroy, as directed by you, all forms of the Confidential Information in our custody or control, including all materials containing Confidential Information. We may keep copies of any materials that we produced for you.

a.)

Unless otherwise expressly agreed in writing by the Parties, all invoices we issue to you must be paid in full (without any set-off or counterclaim) within fourteen (14) days of the date of the invoice. Payment is considered received by us at the time of payment when made in cash, or when the proceeds of other methods of payment are cleared and credited to our bank account.

b.)

If you fail to pay any invoice on or prior to the due date being fourteen (14) days from the date that the invoice was issued, we may at our sole discretion do any or all of the following at any time until payment is made in full:

c.)

Notwithstanding any rights of lien to which we may otherwise be entitled, we shall have a specific lien (including right of sale) over the Goods and any goods the subject of any other agreement with you until the price of the Goods has been paid in full.

d.)

If Goods are in whole or in part ready for delivery and if delivery of such Goods is delayed by reason of instructions given, or lack of instructions or where there is any other delay beyond our reasonable control, full payment of that part of the Price which is outstanding shall be due and payable fourteen (14) days after we notify you that such Goods are ready for delivery as though delivery had been completed and any date for delivery shall be extended accordingly.

e.)

Unless expressly set out in the Quotation, we shall not be required to provide any security for our obligations under the Agreement. Where any security is expressly agreed to by us it will be given in the form of a bank guarantee issued our bankers containing an expiry date not exceeding 18 months. The bank guarantee shall be supplied by us on delivery of the Goods and you must return and release the security on expiry of the Warranty Period.

a.)

Time will not be of the essence under the Agreement.

b.)

All delivery dates are dependent upon the timely receipt of all necessary particulars or details required for provision of the Goods and payment of any progress claims strictly in accordance with the Agreement.

c.)

You shall ensure provision of reasonable access to the point of delivery and for off-loading and/or handling without delay.

d.)

Unless stated otherwise in the Quotation, all Goods are supplied ex-works at the place of manufacture and delivery to a carrier's vehicle, including loading, shall constitute delivery by us to you. No allowance has been made in the Price for transport, insurance or unloading costs. Where you request delivery other than ex- works we may at our sole discretion, agree to act as agent for you to effect such delivery and you will be liable for any and all costs of carriage and insurance.

e.)

We reserve the right to make partial deliveries of any Goods and to invoice such partial deliveries separately to you at our absolute and sole discretion in accordance with clause 7 of the Terms.

f.)

Unless otherwise expressly agreed in writing by us, all delivery dates we are approximate only and although we will make every reasonable effort to deliver Goods by the estimated delivery date, any failure by us to deliver the Goods by any particular date does not provide you with the right to cancel the Agreement, void any of the terms of the Agreement or entitle you to claim any compensation whatsoever (including liquidated or unliquidated damages) from us for late delivery.

g.)

Where we agree in writing to guarantee a delivery date, we will not be liable for failure to fulfil or for delays in delivering the Goods where delivery is prevented, delayed or hindered by a force majeure event, any act or omission or direction by you or where or we experience delays by any other cause beyond our reasonable control.

h.)

If after a period of fourteen (14) days from the date we notify you that Goods are ready for delivery and delivery of such Goods is delayed for any reason beyond our reasonable control, we are entitled, at Our absolute and sole discretion, to arrange for suitable storage of such Goods at our premises or elsewhere and we shall take reasonable measures to protect your interest in such Goods. To the extent permitted by law, you shall pay all reasonable costs of such storage together with all reasonable costs of insurance, demurrage, handling and other contingent charges as a result of the storage and delivery of the Goods.

a.)

You acknowledge and agree that:

b.)

Until such time as title and property in the Goods passes to you the relationship between the parties shall be fiduciary and you will hold the Goods as bailee for us, and as such you:

a.)

If a term used in this clause has a particular meaning in the PPSA, it has the same meaning in this clause.

b.)

You acknowledge, accept and agree that the Agreement creates a purchase money security interest in the Goods as commercial property and, for avoidance of doubt, the proceeds of sale of the Goods.

c.)

You agree to promptly upon our request sign any documents (including any new agreements), provide all necessary information and do anything else required by us to ensure that the security interest is a perfected purchase money security interest and you agree to do all things we consider necessary to:

c.)

You hereby waive your right under the PPSA to receive a copy of any verification statement or financing change statement.

a.)

We warrant that the Goods when delivered to you will generally comply with the description for the Goods in the Purchase Order Confirmation or the Quotation, whichever is applicable.

b.)

Unless otherwise expressly agreed to in writing by us:

(each referred to as the Warranty Period).

c.)

The above warranty excludes our labor costs. Any removal, reinstallation and other consequential costs will be at your expense. The warranty cover for repaired/replaced items will expire on the same date as the warranty for the rest of the Goods and/or Services. Where we agree to carry warranty repairs at a location other than at our premises, then the cost for labor, travel, travel time and accommodation costs incurred by us will be at your expense. The cost of returning any defective Goods will be your responsibility unless otherwise agreed between the Parties in writing.

d.)

The warranty does not apply in respect of defects due to or arising from incorrect or negligent handling, disregard of operating and/or maintenance instructions, overloading, unsuitable operating conditions, defective civil or building work, accident, neglect, faulty erection (unless carried out by us), acts of God, repairs or alterations carried out without our prior written consent’ consent, non-compliance with our manual or operating instructions, fair wear and tear or by any other causes beyond our reasonable control.

e.)

If you are considered a Consumer (as that term is defined under Australian Consumer Law) in relation to the Goods and/or or Services the, such Goods and/or Services come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage.

f.)

If there is a breach of a warranty by us in regard to the Goods and/or Services, then we will endeavor to:

g.)

To claim the warranty under sub clause (f) above you must write us at the address contained in the Quotation within the relevant Warranty Period specifying the nature of the defect, breach or non-conformance. If you make a warranty claim in accordance with this clause, you will be responsible for all expenses associated with the warranty claim other than the costs of the repair, replacement, rectification or refund for the Goods and/or Services including the cost of returning any defective Goods to us.

h.)

If you are considered a Non-Consumer (as that term is defined under Australian Consumer Law) in relation to any of the Goods and/or Services the following warranty provisions shall apply:

You agree and acknowledge that:

a.)

in respect of any of the Goods delivered to us for repair, maintenance, service, refurbishment or other works, we have a general legal lien over all personal property in our possession belonging to the you (“Repairer’s Lien”); and

b.)

we may, at our sole discretion, exercise the Repairer’s Lien over any of your personal property in our possession in respect of any outstanding amounts due and unpaid by you and may retain the Goods and serve you a notice on you requiring immediate payment of the amounts outstanding; and

c.)

If the amount outstanding has not been paid within 60 days of us providing our notice or after we make reasonable attempts to contact you, we may sell Goods and apply the proceeds in the first instance to the satisfaction of the amounts outstanding by you and the costs of exercising our right of sale and shall then return to you any remaining proceeds after the satisfaction of such amounts.

You agree and acknowledge that:

a.)

When requesting and accepting Goods, you did not rely on our skill or judgment in relation to the suitability of the Goods and for any particular purpose and unless otherwise expressly agreed in writing by the Parties, we make no representation nor give any warranty in respect to the fitness or suitability of the Goods for any specific purpose or particular use;

b.)

You may not make any claim in relation to the suitability of the Goods;

c.)

Any performance figures provided by us are based on our experience and are not guaranteed performance figures in any way. we do not hold or accept liability should the Goods supplied fail to attain such performance figures, unless we have expressly guaranteed to you in writing the attainment of such performance figures, but subject always to recognised tolerances and variances; and

d.)

Where we have expressly guaranteed performance figures in respect of Goods and the performance figures attained in respect of such Goods on any test are outside applicable tolerances and variances, we shall be given reasonable time to rectify the performance of such Goods.

We represent and warrant to you that we:

a.)

provide the Goods and/or Services in accordance with standards of skill, care, and diligence normally practised by suitably qualified and experienced persons providing services of a similar nature to the Goods and/or Services;

b.)

have the power and capacity to enter into this Agreement and supply the Goods and/or perform the Services and our obligations under these Terms; and

c.)

have sufficient skill, expertise, capacity and resources to supply the Goods and/or perform the Services.

a.)

Notwithstanding any other provision of the Agreement and to the extent permitted by law, we do not hold any liability and are waived and released by you from all liability, with respect to any form of loss, damage or injury sustained or incurred by you or any third party in consequence of, or resulting directly or indirectly out of the provision of Goods and/or Services, or your incorrect use of Goods.

b.)

For the avoidance of doubt, we provide guidance to you but we are not liable to you for any misinterpretation of such guidance or any failure by you to implement the guidance in the manner or way in which we inform you. We are also not liable to you for any future application of such guidance or the way in which you interpret or apply the guidance we supplied in connection with this Agreement.

c.)

Should any law render any clause within these Terms to be void or ineffective, our liability to you is limited to the amount paid by you to us under this Agreement and will be reduced proportionately to the extent that any unlawful, negligent or other act or omission by you which contributed to the relevant liability, loss, damage, or expense.ufficient skill, expertise, capacity and resources to supply the Goods and/or perform the Services.

d.)

Should any law render any clause within these Terms to be void or ineffective, our total aggregate liability to you for loss or damage arising out of or in connection with this Agreement or the Goods and/or Services, whether in contract, tort (including negligence), under an indemnity, under statute, or otherwise at law or in equity, shall be limited to $1. This limit of liability does not apply to loss or damage arising from:

a.)

We shall not be liable for any failure to or delay in fulfilling our obligations under the Agreement, caused by or arising from anything beyond our reasonable control, including but not limited to acts of God, acts of civil or military authority, fires, epidemics, floods, earthquakes severe weather events, riots, wars, sabotage, labor disputes, governmental actions or inability to obtain materials, components, energy, manufacturing facilities, or transportation (Event of Force Majure).

b.)

If there is an Event of Force Majeure, we shall at our sole discretion be entitled to do any of the following by providing written notice to you:

You are not entitled to cancel the Purchase Order or the Agreement without our prior written consent. Such cancellation, if agreed to by us, shall be on conditions as stipulated by us at our sole discretion, including but not limited to payment of reasonable and appropriate cancellation charges determined by us.

a.)

We reserve the right to terminate or suspend our performance of the whole or any outstanding part of the Agreement without liability to you in all or any of the following circumstances where:

b.)

Termination by us in accordance with this clause is without prejudice to our other remedies and our right to recover payment from you for any Goods and/or Services provided by us to you up to and including the date of termination.

You are not entitled to cancel the Purchase Order or the Agreement without our prior written consent. Such cancellation, if agreed to by us, shall be on conditions as stipulated by us at our sole discretion, including but not limited to payment of reasonable and appropriate cancellation charges determined by us.

Where inspections and tests are performed, they will be undertaken in accordance with our standard practice, including test documentation, and will be carried out at the place of manufacture or elsewhere at our sole discretion. Such inspections and tests, together with any additional tests as may be specified in the Quotation, are the only inspections and tests included in the Price. Should you require any further inspection or tests these will be subject to our prior written agreement and will result in an increase in the Price and an extension to the time for delivery.

You grant us the right to generically refer to the nature of the Services carried out by us for you and, without using your name or any of your personal information, for any lawful purpose, including advertising and marketing.

a.)

We may assign, sub-contract or otherwise transfer any right, obligation or benefit under the Agreement, or any part thereof, to any other party at our sole discretion.

b.)

You may not assign or otherwise transfer your rights under the Agreement, or any part thereof, to any other party without our prior written consent.

a.)

If at any time any question, dispute or difference (Dispute) whatsoever should arise between the Parties in connection with or arising out of the Agreement then either party may give to the other notice in writing of the existence of such Dispute.

b.)

Within fourteen (14) days of the giving of notice of the existence of such dispute in (a), the Parties must meet and attempt in good faith to mutually resolve such Dispute.

c.)

If the parties are unable to mutually resolve such Dispute within twenty one (21 days), then the Parties may submit the Dispute to arbitration by a sole arbitrator appointed jointly by the parties, and if one cannot be agreed jointly within fourteen (14) days, to an arbitrator appointed by the President for the time being or Acting President for the time being of the NSW Chapter of The Institute of Arbitrators, Australia. The arbitrator shall not be a person who has participated in any informal dispute resolution procedure in respect of the Dispute. The award of the arbitrator shall be final and binding on the parties, including any determination on the costs. The seat of the arbitration shall be in Sydney, Australia. The laws governing the arbitration shall be the laws of New South Wales, Australia.

a.)

Any notice to be issued to the other party is to be posted or emailed to the postal or email address as set out in the Quotation for the relevant party or as otherwise advised by that party

b.)

A notice is taken to have been received if hand delivered, on delivery; if sent by prepaid post, on the second business day after the date of posting; or if sent by email at the time that would be the time of receipt under the Electronic Transactions Act 1999.

a.)

Headings appear as a matter of convenience only and will not affect the interpretation or meaning of the clause.

b.)

If any provision or condition of the Agreement is declared by an judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable, or indications to that effect are received by either of the parties from any competent authority, that provision the provision should be read down to the minimum extent necessary to render it enforceable and valid, and if incapable of being read down, it will be severed from the Agreement and the remaining provisions of the Agreement will remain in full force and effect unless we decide that the effect of such severance is to defeat the original intention of the parties in which event we will, to the extent permitted by law, be entitled to terminate the Agreement by thirty (30) days’ notice to you.

c.)

The Terms are governed by and construed with reference to the laws for the time being in force in the State of New South Wales. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of New South Wales, and of any courts that have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.

d.)

Unless expressly stated otherwise, nothing in the Agreement constitutes a joint venture, agency, partnership or other fiduciary relationship between the Parties.

e.)

Each of the parties warrants that it has the power to enter into the Agreement and has obtained all necessary resolutions and approvals to do so.

f.)

All rights granted to us under the Agreement are cumulative and no exercise by either of the parties of any right under the Agreement will restrict or prejudice the exercise of any other right granted by the Agreement or otherwise available to us.

g.)

Waiver of any provision of or right under these Terms:

h.)

Failure by us to enforce at any time any provision, term or condition of the Agreement is not a waiver in that respect or of the right at any time subsequently to enforce all provisions, terms and conditions of the Agreement.

i.)

To the fullest extent permitted by law the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.

j.)

Survival: The following terms survive expiry or termination of these Terms; clause 7 (intellectual property); clause 8 (confidentiality); clause 17 (limitation of liability); clause 23 (advertising consent), clause 25 (dispute resolution); clause 27(c) (governing law); and this clause 27(j) (survival).