Standard Terms & Conditions of Purchase

General

The purchase order, together with these terms and conditions, and any attachments and exhibits, specifications, drawings, notes, instructions and other information, whether physically attached or incorporated by reference (collectively the "Purchase Order"), constitutes the entire and exclusive agreement between the The Tested Group Pty. Ltd. whether trading in its own name or as Maintenance Essentials ("Maintenance Essentials") and the supplier (the "Supplier") identified in the Purchase Order. Maintenance Essentials submission of the Purchase Order is conditioned on Supplier's agreement that any terms different from or in addition to the terms of the Purchase Order, whether communicated orally or contained in any purchase order confirmation, invoice, acknowledgement, release, acceptance or other written correspondence, irrespective of the timing, shall not form a part of the Purchase Order, even if Supplier purports to condition its acceptance of the Purchase Order on Maintenance Essentials agreement to such different or additional terms. Supplier's electronic acceptance, acknowledgement of this Purchase Order,or commencement of performance constitutes Supplier's acceptance of these terms and conditions. Notwithstanding the foregoing, if a master agreement covering procurement of the Products or Services described in the Purchase Order exists between Supplier and Maintenance Essentials, the terms of such master agreement shall prevail over any inconsistent terms herein.

1 Definitions

1.1 In these terms and conditions:

"Act"

means the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth), as amended;

"Agreement"

means the entire agreement between the Supplier and the Purchaser to provide Goods and Services to the Purchaser pursuant to a Quotation subject to these terms and Conditions.

"Confidential Information"

means all confidential information including:
(a) trade secrets of the Company; and
(b) confidential know how of the Company; and
(c) the details of the services; and
(d) the terms of this agreement;

"Deliverables"

means the deliverables specified in the Purchase Order (and any Statement of Work) to be delivered on or before the "Delivery Date".

"Delivery Date"

means the date or dates specified in the Purchase Order by which theSupplier is required to deliver the Work

"Purshaser"

means The Tested Group Pty. Ltd whether trading in its own name or as Maintenance Essentials;

"Goods"

means the products supplied by the Supplier to the Purchaser as outlined in the Purchase Order;

"GST"

means the Goods and Services Tax as defined in the Act;

"Intellectual Property"

intellectual property includes all copyright and neighbouring rights, all rights in relation to inventions (including patent rights), registered and unregistered trade marks, trade secrets and know how, circuit layouts and all other rights resulting from intellectual activity;

"Normal Working Hours"

means Monday to Friday from 07:00 to 18:00 excluding public holidays.

"Supplier"

(a) means the supplier of the Goods and/or Services; and

(b) the person named on the purchase order who is to supply the goods or services to the Purchaser; and

(c) if the supplier includes more than 1 person ? those persons jointly and severally.

"Quotation"

means any quotation given by the Supplier to the Purchaser;

"Services"

means the services supplied by the Supplier to the Purchaser as outlined in the Purchase Order;

2.0 Performance and delivery

2.1 The delivery of all goods and the performance of all services must be made at the time and place, and in the manner:

2.1.1 stated in the purchase order; or

2.1.2 reasonably specified by the Purchaser in writing to the supplier.

2.2 Goods must:

2.1.1 be packed, marked and labelled to ensure their safe delivery and safe handling by the Purchaser after delivery; and

2.1.2 if specific packing, marking or labelling is required under the purchase order ? comply with those requirements.

3.0 Packaging requirements

3.1 The supplier must:

3.1.1 ensure that packaging and waste is minimised;

3.1.2 favour, where packaging is necessary, packaging that is or can be reused, or is readily recyclable; and

3.1.3 avoid the use of loose foam packaging.

4.0 Quality and compliance with requirements

4.1 The supplier must:

4.1.1 provide the goods or services at a high standard with all due skill, care and diligence; and

4.1.2 comply with any requirements relating to the services stated in the purchase order.

4.2 All goods must conform to any specifications relating to goods stated in the purchase order.

4.3 Without limiting sub-clauses 4.1 and 4.2:

4.3.1 all goods must be:

4.3.1.1 free from defects in materials and workmanship; and

4.3.1.2 of merchantable quality; and

4.3.1.3 fit for their purpose; and

4.3.1.4 conform with all relevant standards.

4.3.2 all services must:

4.3.2.1 be free from defects in performance; and

4.3.2.2 meet their purpose; and

4.3.2.3 be complete.

5.0 Inspection and acceptance - services

5.1 The Purchaser may inspect the performance and outcome of the services at any time.

5.2 For that purpose the supplier must, at reasonable times, give the Purchaser's representatives access to the premises at which the services are being performed.

5.3 If there is a defect in the performance of the services or the services are not complete, the Purchaser may by written notice require the supplier to remedy the defect, or complete the services, at no additional cost to the Purchaser.

5.4 If the services do not meet their purpose or are not in accordance with the contract, the Purchaser may by written notice require the supplier to redo the services at no additional cost to the Purchaser.

5.5 If the supplier fails to remedy a defect in the performance of the services, complete the services or redo the services within 14 days after notification by the Purchaser under this clause, the Purchaser may perform or have performed the necessary work and recover the cost from the supplier without prejudice to any other rights or remedies the Purchaser may have.

6.0 Inspection and acceptance - goods

6.1 the Purchaser may:

6.1.1 inspect the goods at any time before acceptance; and

6.1.2 reject any goods found not to be in accordance with the contract.

6.2 After acceptance, the Purchaser may reject any goods for any non-conformity with the contract that could not have been discovered by reasonable inspection before acceptance.

6.3 the Purchaser will not be liable to pay for any rejected goods or for any damage or costs arising from inspection or rejection of goods.

6.4 If the Purchaser rejects any goods, the supplier must, without prejudice to the Purchaser's rights otherwise arising under the contract or the general law, comply with a requirement of the Purchaser:

6.4.1 to replace, without cost to the Purchaser, the rejected goods with goods complying in all respects with the contract; or

6.4.2 to refund any payment for the rejected goods; or

6.4.3 to repair the goods, on site or otherwise, to the satisfaction of the Purchaser.

6.5 For paragraphs 6.4.1 and 6.4.2, the Purchaser may remove the rejected goods at the supplier?s expense.

6.6 Without additional cost to the Purchaser, the supplier must provide access to premises and all other necessary assistance for the Purchaser's representatives to inspect the manufacture of the goods.

6.7 If the Purchaser requires the supplier to submit samples of goods, the supplier must not proceed to bulk manufacture until the Purchaser has approved the samples.

7.0 Title

7.1 Title in, and risk of loss of or damage to, the goods passes to the Purchaser on receipted delivery.

8.0 Warranty

8.1 If the Purchaser gives prompt notice of any defect or omission discovered in goods during any warranty period, the supplier must correct that defect or omission without delay and at no cost to the Purchaser.

8.2 The supplier must meet all costs of, and incidental to, the discharge of warranty obligations, including any packing, freight, disassembly and reassembly costs.

9.0 Inclusive price

9.1Unless otherwise specified in the Purchase Order, the price for the goods and or services shall includes all taxes and other charges such as shipping and delivery charges, duties, customs, tariffs, imposts and government-imposed surcharges. The Supplier will, at the Purchasers request, break-out from the price all such taxes and other charges, in its invoices. The Supplier shall use its best efforts to assist Maintenance Essentials in all legal efforts to minimize the taxes resulting from the performance of this Purchase Order.

9.2 The price of the goods or services shall include:

9.2.1 all taxes (including GST), duties and other imposts for which the supplier is liable; and

9.2.2 all insurance costs; and

9.2.3 all amounts payable for the use of the goods or services (whether in the course of manufacture or use of the patents, copyright, registered designs, trade marks and other intellectual property rights); and

9.2.4 all charges for supply of the goods or the performance of the services; and

9.2.5 no extra charges for testing, inspection, packing, delivery or otherwise.

10.0 Intellectual property

10.1 All intellectual property created under the contract and relating to the goods or services is from the time of creation, owned by the Purchaser.

10.2 The supplier may only use, disclose, copy or reproduce that intellectual property for the purposes of the contract.

10.3 The supplier at all times indemnifies the Purchaser, its officers, employees and agents, from and against all loss, damage, costs (including legal costs and expenses on a solicitor/own client basis), compensation and expenses arising out of the infringement or alleged infringement of any intellectual property, because of the purchase, possession or use of the goods or the outcomes of the services.

11 Assignment and subcontracting

11.1 The supplier must not, without the consent in writing of CASA, assign its rights under the contract or subcontract any part of the performance of the contract.

12 Jurisdiction

12.1 All contracts between the Company and the Supplier shall be subject to the laws of the State of Victoria and the Supplier agrees to submit to the non-exclusive jurisdiction of the Courts of Victoria and the Federal Court of Australia.

13.0 Payment

13.1 Subject to sub-clause 5.3, the Purchaser shall endeavour pay for the goods or services within 30 days after the latest of the following:

13.1.1 title in the goods (if applicable) has passed to it and the goods been accepted;

13.1.2 satisfactory completion of the services (if applicable);

13.1.3 receipt of a correctly rendered invoice.

13.2 An invoice will be correctly rendered if it:

13.2.1 is addressed in accordance with the purchase order; and

13.2.2 identifies the purchase order; and

13.2.3 is, if explanation is necessary, accompanied by documentation substantiating the amount claimed; and

13.2.4 is, if required by Australian law, a valid tax invoice within the meaning of the A New Tax System (Goods and Services) Act 1999.

14.0 Termination for insolvency or breach

14.1 Without prejudice to its rights at common law, the Purchaser may, by written notice to the supplier, terminate the contract if the supplier:

14.1.1 becomes bankrupt or insolvent; or

14.1.2 being a partnership, becomes dissolved; or

14.1.3 makes an assignment of its estate for the benefit of creditors or enters into any arrangement or composition with its creditors or has a receiver or receiver and manager appointed; or

14.1.4 goes into liquidation or passes a resolution to go into liquidation, otherwise than for the purpose of reconstruction; or

14.1.5 becomes subject to any petition or proceedings in a court for its compulsory winding-up or becomes subject to supervision of a court either voluntarily or otherwise; or

14.1.6 suffers any execution against its assets; or

14.1.7 fails:

14.1.7.1 to commence performance of the contract or to proceed at a rate of progress that will ensure the due and proper completion of the contract; or

14.1.7.2 to take action to remedy a breach of any other obligation under the contract within 7 days after being given written notice by the Purchaser requiring the supplier to remedy the breach; or

14.1.7.3 to remedy a breach mentioned in this paragraph within 14 days after being given the notice; or

14.1.7.4 assigns its rights otherwise than in accordance with the requirements of the contract.

14.2 If, before termination of the contract under sub-clause 14.1, the Purchaser has made any payment in advance on account of the contract price to the supplier, the total amount of that payment must be repaid by the supplier to the Purchaser on termination and, if not repaid is recoverable by the Purchaser from the supplier as a debt.

14.2 If the contract is terminated under this clause:

14.2.1 the parties are relieved from future performance, without prejudice to any right of action that has accrued at the date of termination; and

14.2.2 rights to recover damages are not affected; and

14.2.3 the Supplier indemnifies the Purchaser for any loss it may incur in purchasing similar goods or services from other suppliers.

15.0 Termination for convenience

15.1 the Purchaser may at any time give written notice to the supplier to terminate the contract, or any part of the contract, without cause.

15.2 On receipt of the notice, the supplier must cease or reduce work as required by the notice and take all steps possible to mitigate losses.

15.3 On termination of the contract or any part under this clause, the supplier may submit a claim for compensation.

15.4 the Purchaser must pay to the supplier a fair and reasonable amount for any loss or damage sustained by the supplier because of the termination.

15.5 The Supplier is not entitled to claim compensation for any work done or expenditure incurred contrary to the contract or for loss of anticipated profits.

15.6 The aggregate of any compensation and any sums paid or due or becoming due to the supplier under the contract will not exceed the contract price payable under the contract.

15.7 If this clause is invoked, it will prevail over other inconsistent provisions.

16.0 Confidentiality

16.1 The Supplier must treat, and require its employees, agents and subcontractors to treat, all confidential information of the Purchaser given in connection with the contract and identified as having, or marked with, a classification indicating its confidentiality, according to that classification.

16.1 This clause does not apply to information that is part, or becomes part, of the public domain otherwise than by breach of this clause.

17.0 Compliance with the Purchasers policies

17.1 The Supplier must, when using the Purchaser premises or facilities, comply with all reasonable directions of the Purchaser and all procedures and policies of the Purchaser relating to occupational health (including no smoking), safety and security in effect at those premises or in relation to those facilities, as notified by the Purchaser or as might reasonably be inferred from the use to which the premises or facilities are being put.

18.0 Compliance with laws

18.1The supplier must, in carrying out the contract, comply with all relevant laws and any requirements of relevant authorities.

19.0 Non?solicitation

19.1Each party agrees not to:

19.1.1 entice away, attempt to entice away, or cause to leave any employee, consultant or contractor of the other party; or

19.1.2 engage or employ any person for a period of six months after the person ceases to be engaged or employed by the other party without the prior written consent of the other party.

19.2 The Supplier agrees that during the term of your engagement with the the Purchaser and for 12 months after the termination thereof, regardless of the reason for the termination, the Supplier will not, directly or indirectly, solicit or attempt to solicit any business from any of the the Purchaser's customers or prospects.

20.0 Insurance

The Supplier will secure and maintain insurance providing coverage for liabilities to third parties for bodily injury (personal injury) and damage to property in amounts sufficient to protect the Purchaser in the event of such injury or damage, and will be in compliance with any and all laws, regulations or orders addressing the liabilities of an employer to its employees for injuries and disease suffered in connection with employment. Supplier further will maintain such additional types and limits of insurance as is customary for a company of similar size and similar operations to Supplier in the jurisdiction or jurisdictions in whichSupplier's operations take place.

21.0 Indemnity

21.1 Subject to the contract, the supplier indemnifies the Purchaser, its officers, employees and agents for any loss (including legal costs and expenses on a solicitor/own client basis) or liability reasonably incurred or suffered by any of those indemnified arising from any claim, suit, demand, action or proceeding by any person against any of those indemnified if the loss or liability was caused by any wilful, unlawful or negligent act or omission of the supplier, its officers, employees, agents or subcontractors in connection with the contract.

22.0 Waiver

22.2 A party?s failure or delay to exercise a power or right does not operate as a waiver of the power or right.

22.2 A waiver is not effective unless in writing.