Terms and Conditions.

1. Application

1.1 These Terms and Conditions of Supply (“Supply Terms”), and no other terms and conditions, will apply to any order for and supply of Goods or Services by the Supplier to the Customer.

1.2 If these Supply Terms are to be modified or are not being used, they must be explicitly varied or excluded by the terms of another Contract or agreement in writing between the parties. If the parties want to waive one provision of these Supply Terms, that waiver must be in writing, and signed by the parties, and does not mean that any other provision is also waived.

2. Order for Goods / Services

2.1 Any quotation or estimate by the Supplier does not constitute an offer to supply.

2.2 Unless otherwise stated by the Supplier, any quotation or estimate by the Supplier will remain valid for 30 days from the date of the quotation provided that the Supplier may withdraw or vary a quotation at any time prior to the Supplier’s acceptance of an Order.

2.3 Any Order by the Customer to the Supplier or any acceptance of any Goods or Services by the Customer will constitute an agreement to these Supply Terms by the Customer.

2.4 No Order by the Customer will be binding on the Supplier unless the Supplier accepts the Order.

2.5 If the Supplier accepts an Order, the parties will have created a binding Contract and the Supplier will supply the Goods or Services to the Customer, and the Customer will pay the Price to the Supplier in accordance with the terms of the Contract (which will include these Supply Terms), but the Contract will be subject to the availability of the materials necessary to supply the Goods.

2.6 The Customer is not entitled to cancel any Order or Contract and must pay to the Supplier any costs, loss, or expense, including for loss of income or profits, incurred by the Supplier associated with the Customer cancelling any Order or Contract.

2.7 The Customer must provide to the Supplier all information, instructions, reports, drawings, plans, specifications, and facts relevant to the Goods or Services and performance of the Supplier’s obligations, at the time the Customer requests any quotation from the Supplier and prior to providing any Order to the Supplier.

2.8 If at any time the Supplier considers that any information, instructions, reports, drawings, plans, specifications, or facts provided by the Customer to the Supplier are not sufficient to enable the supplier to supply the Goods or Services to the Customer in accordance with the Contract, the Customer must, at the Customer’s cost, provide such further information, documents, or assistance as the Supplier considers reasonably necessary.

2.9 The Supplier will be entitled to rely on the accuracy of any information, instructions, reports, drawings, plans, specifications, and facts provided by the Customer.

2.10 If there are any errors in any information, instructions, reports, drawings, plans, specifications, or facts provided by the Customer to the Supplier, the Supplier will, in addition to the Supplier’s other rights under these Supply Terms or at law, be entitled to vary the Price.

2.11 The Customer must ensure the specifications and properties of Goods or Services stated in any Order by the Customer will be fit for the intended purpose of the Goods or Services.

2.12 The Customer will be responsible for the quantity of any Goods or Services in any Order and the Supplier will not have any liability to the Customer if there is any excess or shortfall of the Goods or Services for the intended purpose.

2.13 The Supplier may cancel any Contract at any time prior to delivery of the Goods or Services with no liability other than to repay any amount of the Price paid in advance of the cancellation.

3. Price

a) the Price will be the Supplier’s list price on the date of despatch of the Goods or Services and is subject to variation (whether before or after the acceptance of an Order or before or after the formation of a Contract or during the term of a Contract).

b) the Supplier may invoice the Customer for Goods or Services by way of a deposit before the Supplier supplies the Goods or Services, and thereafter may invoice for work performed including by way of progress payments.

c) the Price is exclusive of any delivery charges and exclusive of GST.

3.2 The Customer must not withhold, make deductions from, or set-off, payment of any money owed to the Supplier for any reason.

3.3 The Supplier may charge, in addition to the Price, any other fees, charges, and surcharges that the Supplier incurs or notifies to the Customer from time to time.

4. Delivery of Goods

4.1 If the Supplier agrees to deliver Goods, the Supplier:

a) will charge delivery charges, demurrage, waiting time, and other charges in the Supplier’s price list or otherwise nominated by the Supplier from time to time;

b) will endeavour to deliver the Goods to the Delivery Address on the Delivery Date;

c) may leave the Goods at the Delivery Address whether or not any person is present to accept delivery; and

d) may charge further delivery charges if the Customer is unable to receive delivery of the Goods at the Delivery Address or on the Delivery Date or in accordance with any other delivery arrangements.

4.2 The Supplier will only deliver Goods during the Supplier’s usual business hours unless the Supplier agrees otherwise in writing.

4.3 The Supplier may deliver Goods in separate instalments.

4.4 The Customer will ensure a member of the Customer’s Personnel will be at the Delivery Address on the Delivery Date to sign the delivery docket on the Customer’s behalf. The Supplier is not obliged to obtain a signed receipt or other acknowledgement from any person at the Delivery Address.

4.5 The Supplier may deliver Goods to the Delivery Address regardless of whether there is anyone at the Delivery Address at the time of delivery. The Supplier is not liable on any basis whatsoever for loss suffered by the Customer in respect of the Goods after delivery of the Goods to the Delivery Address.

4.6 The Customer agrees: a) the Supplier’s responsibility for delivery of Goods will cease at the threshold of the Delivery Address;

b) the Customer must provide safe access for delivery of Goods; and

c) the Supplier may refuse to deliver Goods, and return the Goods at the Customer’s cost, if the Supplier or a member of the Supplier’s Personnel considers it would be unsafe to deliver the Goods.

4.7 The signature of a member of the Customer’s Personnel, or from someone believed by the Supplier to be authorised by the Customer, on the delivery docket will represent the Customer’s acknowledgment that the Goods comply with the Contract and these Supply Terms.

4.8 A certificate signed by the Supplier in relation to delivery of the Goods will be prima facie evidence of the fact and the Customer will not object to the admissibility of such a certificate in any legal proceedings.

4.9 The Customer must inspect any Goods immediately on collection or delivery of the Goods.

5. Risk

5.1 The risk in any Goods and Services supplied to the Customer will pass to the Customer, and the Customer will be deemed to have accepted the Goods and Services, immediately when the Goods and Services are delivered or supplied to, or performed at, the Delivery Address.

5.2 If the Customer agrees to collect any Goods, the risk in the Goods will pass to the Customer, and the Customer will be deemed to have accepted the Goods, immediately when the Goods are placed on any vehicle or means of conveyance.

6. Title

6.1 The Supplier may withhold any Goods or Services until the Customer makes full payment of the Price and any other amounts payable to the Supplier. However, if the Supplier supplies the Goods, the Customer will not receive title to the Goods until the Customer makes full payment of the Price and any other amounts payable to the Supplier.

6.2 Until title in the Goods passes to the Customer in accordance with these Supply Terms, the Customer will: a) be only a fiduciary bailee of the Goods;

b) ensure the Goods are kept separate and identifiable from other goods;

c) not grant any charge over, or interest in, the Goods to any third party;

d) return any Goods to the Supplier immediately on request;

e) authorise the Supplier or any agent of the Supplier to enter any land and premises owned, occupied, or controlled by the Customer where the Goods are located and take possession of the Goods; and

f) hold the proceeds from any sale or disposal of the Goods on trust for the Supplier, and the Supplier may repossess, retain, deal with, or sell the Goods as the Supplier determines in the Supplier’s absolute discretion.

6.3 The Supplier may, for the purposes of exercising the Supplier’s rights under clause 6.2 of these Supply Terms, enter any premises owned, occupied, or controlled by the Customer and remove the Goods including by detaching or unfixing the Goods from any goods or land to which the Goods are attached or fixed. The Customer indemnifies the Supplier from any loss or damage suffered by the Supplier or claims brought against the Supplier arising out of the Supplier retaking possession of the Goods.

7. Payments and Personal Property Securities

7.1 The Customer must make full payment of the Price and any other amounts payable to the Supplier on the date specified in the Contract or, if no date is specified in the Contract, within seven days of invoice, even where the invoice is issued before the Supplier supplies Goods or Services to the Customer (the “Due Date”).

7.2 If the Customer does not pay the Supplier by the Due Date, the Supplier is entitled to: a) charge the Customer interest on the monies due on a daily basis at the rate of 10% calculated daily and compounded monthly from the Due Date for payment until the actual date of payment; and

b) suspend the supply of Goods or Services under a Contract.

7.3 To secure the punctual payment of all amounts owed by the Customer to the Supplier, the Customer grants to the Supplier: a) a purchase money security interest (as defined under the PPSA) over all present and after-acquired Goods that are subject to the retention of title arrangement described under clause 6 of these Supply Terms;

b) a security interest (as defined under the PPSA) over all present and after-acquired property of the Customer in relation to which the Customer can be a grantor of a security interest under the PPSA, whether or not the Customer has title to the property, including all PPSA retention of title property (as defined under section 51F of the Corporations Act); and

c) a fixed charge over all present and after-acquired property of the Customer in relation to which the Customer cannot be a grantor of a security interest under the PPSA, including real property.

7.4 The Customer agrees and acknowledges that the Supplier may (without limiting the Supplier’s other rights under this Contract, at law, or otherwise) lodge caveats over the Customer’s property, register the Supplier’s security interests, and take any other action to secure and enforce the Supplier’s security under clause 7.3 of these Supply Terms.

7.5 The Customer must immediately, if requested by the Supplier, sign any documents, provide all necessary information, and do anything else required by the Supplier to ensure that the Supplier’s purchase money security interest or other security interest is a perfected security.

7.6 The Customer must reimburse the Supplier for the full amount of any bank or other fees associated with any dishonoured payments or cheques, and any legal, debt recovery, agent, or other expenses incurred by the Supplier on a full indemnity basis associated with any action taken by the Supplier to enforce a security interest or recover money from the Customer.

7.7 The Customer: a) agrees with the Supplier that neither the Customer, nor the Supplier, will disclose information of the kind specified in section 275(1) of the PPSA (except in the circumstances required by sections 275(7)(b) to (e) of the PPSA);

b) agrees that, to the extent permitted under section 115(1) of the PPSA, the following provisions of the PPSA do not apply: sections 95, 118, 121(4), 125, 130, 132(3)(d), 135, 138B(4), 142 and 143;

c) agrees that, to the extent permitted under section 115(7) of the PPSA, the following provisions of the PPSA do not apply: sections 127, 129(2), 129(3), 132, 134(2), 135, 136(5) and 137;

d) acknowledges that the Supplier may, at the Customer’s cost, register one or more financing statements in relation to any security;

e) waives, if permitted under the PPSA, the Customer’s right under section 157 of the PPSA to receive notice of any verification statement relating to the registration of any financing statement or any related financing change statement; and

f) will not, without prior written notice to the Supplier, change the Customer’s name or initiate any change to any documentation registered under the PPSA.

7.8 The Customer acknowledges and agrees that the Supplier accepting payment of any sum after the Due Date does not constitute a waiver of any of the Supplier’s rights as provided for in these Supply Terms, in the Contract, and at law.

8. Force Majeure

8.1 The Supplier is not liable to the Customer for any failure to perform, or delay in performing, the Supplier’s obligations under these Supply Terms or a Contract if the failure or delay is due to any cause beyond the Supplier’s reasonable control. This includes strike, lockout, shortage of stock, shortage of labour, lack of skilled labour, delays in transit, fire, flood, hostility, civil commotion, quarantine, epidemic, pandemic, or other causes whatsoever. If any such failure or delay continues for a period of 14 days, the Supplier may terminate any affected Contract.

9. Confidential Information and Intellectual Property

9.1 The Customer will not use, or disclose, any Confidential Information disclosed to the Customer.

9.2 All Intellectual Property Rights in all designs, drawings, technical information, and documents created by the Supplier in relation to the Goods or Services will remain with the Supplier and will not be assigned to the Customer and no supply of Goods or Services to the Customer will grant to the Customer any Intellectual Property Rights in respect of the Goods or Services or such designs, drawings, technical information, or documents.

9.3 If the Supplier supply any designs, drawings, technical information, or documents to the Customer as part of the Goods or Services, the Supplier grants the Customer a non-exclusive, non-transferrable, right to use the designs, drawings, technical information, and documents strictly and only for the purposes of the Customer’s use of the Goods or Services.

9.4 The Customer warrants that the Supplier’s use of any designs, instructions, or documents provided by the Customer to the Supplier will not infringe the Intellectual Property Rights of any other party.

10. Approvals

10.1 If any Approval is required, the Customer must, at the Customer’s expense, obtain all Approvals necessary for and incidental to the supply of the Goods or Services.

11. Security

11.1 If the Supplier requests, and if applicable, the Customer must provide a director’s guarantee for the performance of all the Customer’s obligations under this Contract.

11.2 The Supplier will not be required to provide a bank guarantee or any other form of security and the Customer will not be entitled to retain any retention money from the Price for any reason.

12. Warranties

12.1 The Customer agrees that if any Personnel of the Customer signs a Contract, or otherwise a Contract applies, the Customer warrants that the Personnel of the Customer has the capacity to sign and enter into this Contract on behalf of the Customer, and the Customer indemnifies the Supplier for any breach of the warranty of the Contract provided under this clause.

12.2 The Supplier does not warrant that the Goods or Services are fit for any purpose whether made known to the Supplier or any member of the Supplier’s Personnel.

12.3 The Supplier excludes all express and implied conditions and warranties in relation to the Goods or Services except those conditions or warranties that cannot be excluded by law and the Supplier’s liability under any such conditions or warranties is limited to, at the Supplier’s option, arranging to replace or repair the Goods or the outcome of the Services or resupplying the Goods or Services.

12.4 Nothing in these Supply Terms is intended to have the effect of contracting out of any applicable provisions of the Competition and Consumer Act 2010 (Cth) or any Fair Trading Act except to the extent permitted by such Acts.

13. Liability

13.1 The Supplier’s liability for any Liability or Claim in relation to these Supply Terms, any Contract, and any supply of Goods or Services will be limited to the amount of the GST exclusive aggregate Price paid by the Customer to the Supplier under this Contract that gave rise to such liability.

13.2 The Supplier will not be liable to the Customer for any Liability or Claim in relation to any indirect or consequential loss (including any loss of actual or anticipated profits, revenue, savings, production, business, opportunity, access to markets, goodwill, reputation, publicity, or use) or any remote, abnormal, or unforeseeable loss, or any similar

loss, whether or not in the reasonable contemplation of the parties.

13.3 The limitations and exclusions in this clause 13 of these Supply Terms do not apply to the extent that any loss is directly attributable to: a) the personal injury or death caused by the Supplier’s default, breach of these Supply Terms, or negligence; or

b) fraud by the Supplier.

13.4 Each party must take reasonable steps to mitigate any loss it suffers or incurs.

14. Release and Indemnity

14.1 The Customer indemnifies the Supplier and each member of the Supplier’s Personnel from and against any Liability or Claim arising directly or indirectly in relation to: a) the accuracy of all information the Customer provided to the Supplier in relation to the Services, the Delivery Address, or any other matter;

b) the Customer’s breach of these Supply Terms or any Contract;

c) The Customer’s failure to obtain any Approval;

d) the negligence or wilful misconduct of the Customer or any member of the Customer’s Personnel;

e) the Supplier or any member of the Supplier’s Personnel entering the Delivery Address;

f) damage to the property of the Customer or to the property of any third party during any delivery of Goods or supply of Services;

g) any spillage, breakage, or contamination of Goods during any transport or delivery;

h) the Goods or Services not being fit for any particular purpose;

i) any tests in relation to Goods or Services;

j) the Customer or any member of the Customer’s Personnel directly or indirectly causing any delay in the supply of any Goods or Services;

k) the Supplier having to resupply the Goods or Services, or undertake any rework, as a result of the actions or omissions of the Suppler or of any third party;

l) the Customer or any member of the Customer’s Personnel refusing to accept any delivery;

m) the Customer or any member of the Customer’s Personnel purporting to cancel any Order or Contract; and

n) any proceedings, claims, and demands in relation to any secured property.

15. Termination

15.1 Either party (the “Non-Defaulting Party”) may immediately terminate, or suspend the performance of, any Contract if:

a) the other party (the “Defaulting Party”) breaches a term of these Supply Terms or any Contract and the Defaulting Party does not remedy the breach within 7 days of receiving a notice from the Non-Defaulting Party requiring them to do so;

b) the Defaulting Party breaches a term of these Supply Terms or any Contract which is not capable of remedy;

c) there is any change in the other party’s Control; or

d) an Insolvency Event occurs in relation to the other party;

and if the Supplier terminates under this clause, the Customer must immediately pay any money owed to the Supplier.

15.2 Either party may terminate a Contract for any reason by providing 30 days’ written notice to the other. If a party terminates under this clause, all amounts owing and invoiced for Goods and Services up to and on the date of effective termination will be due and payable.

16. Interpretation and Definitions

16.1 The parties agree:

a) no Contract will create any partnership, joint venture, agency, or relationship of employment between the parties;

b) these Supply Terms or any Contract may only be amended with both parties’ express written agreement;

c) any waiver by a party must be express and in writing;

d) all notices between the parties must be in writing;

e) the Supplier’s rights under these Supply Terms or any Contract do not exclude any other rights of the Supplier;

f) no Contract will be a sale by sample;

g) in the event of any dispute, the Supplier’s records will be conclusive evidence;

h) the actions of any person claiming to have the Customer’s authority will bind the Customer to the extent permitted by law;

i) if any provision of these Supply Terms or any Contract is unenforceable, the provision will be severed and the remaining provisions will continue to apply;

j) the Customer must immediately provide written notice to the Supplier if there is any change in the Customer’s Control;

k) these Supply Terms and all obligations hereunder are binding on the Customer’s personal representatives, successors, and permitted assigns and are for the benefit of the Supplier’s successors and assigns;

l) the Supplier may assign any rights or benefits under any Contract or these Supply Terms or any Contract to any third party;

m) the Customer may only assign any rights or benefits under any Contract or these Supply Terms with the Supplier’s prior written consent; and

n) these Supply Terms and any Contract will be governed by the laws of, and the parties submit to the jurisdiction of the courts of, the State of South Australia.

16.2 In this Supply Terms:

a) the headings will not affect interpretation;

b) the singular includes the plural and vice versa;

c) any other grammatical form of a word or expression defined in these Supply Terms has a corresponding meaning;

d) a reference to a document includes the document as novated, altered, supplemented or replaced;

e) a reference to a party includes the party’s executors, administrators, heirs, successors in title, permitted assigns, and substitutes;

f) a reference to a person includes a natural person, body corporate, partnership, trust, association, or any other entity;

g) a reference to a statute, ordinance, code, or law includes regulations, rules, and other instruments under the statute, ordinance, code, or law and any consolidations, amendments, re-enactments, or replacements;

h) a word or expression defined in the Corporations Act has the meaning given to the word or expression in that Act;

i) the meaning of general words is not limited by specific examples introduced by “including”, “for example”, or similar expressions;

j) any agreement, representation, warranty, or indemnity by two or more parties binds those parties jointly and severally;

k) any undertaking by a party not to do any act or thing will be deemed to include an undertaking not to permit or suffer the doing of that act or thing;

l) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of these Supply Terms; and

m) if a day on or by which an obligation must be performed or an event must occur is not a business day, the obligation must be performed, or the event must occur, on or by the next business day.

16.3 In this Supply Terms:

“Approvals” means all approvals, authorisations, permits, consents, determinations, and licences which are issued, or required to be issued, by any Authority to permit the full and proper performance of the Supplier’s obligations under these Supply Terms;

“Authority” means any government or governmental, semi-governmental, administrative, or judicial body, tribunal, department, commission, authority, agency, minister, statutory corporation, instrumentality, or entity;

“Claim” means any actual, contingent, present, or future claim, demand, action, suit or proceeding for any Liability, restitution, equitable compensation, account, injunctive relief, specific performance, or any other remedy of whatever nature and however arising, whether direct or indirect, and whether in statute, contract, tort (including negligence), equity, or otherwise;

“Confidential Information” means information, whether in visual, oral, documentary, electronic, machine-readable, tangible, intangible, or any other form, relating to the Supplier or any of the Supplier’s related entities, including any information relating to any business, products, markets, operations, processes, techniques, technology, forecasts, strategies, or any other matter;

“Contract” means a contract formed as a result of the acceptance of an Order by the Supplier;

“Control” has the meaning set out in the Corporations Act;

“Corporations Act” means the Corporations Act 2001 (Cth);

“Customer” means the customer set out in any quotation, offer, or other document provided by the Supplier (or, in the absence of such information, the customer who placed the Order);

“Delivery Address” means the address for the delivery and or provision of the Goods or Services in a Contract;

“Delivery Date” means the date for the delivery and or provisions of the Goods or Services in a Contract;

“Goods” means the goods in a Contract and includes; where any goods supplied are intermingled or combined with other goods, the end goods; and where the Supplier has supplied services relating to the goods or Customer’s goods, those goods; and where the Customer or the Supplier have ordered goods in performance of the Services, those goods; as applicable in the context;

“Insolvency Event” means any of the following, or any analogous, events:

a) the Customer disposes of the whole or any part of the Customer’s assets, operations, or business, other than in the ordinary course of business;

b) the Customer ceases, or threatens to cease, carrying on business;

c) the Customer is unable to pay the Customer’s debts as the debts fall due;

d) any step is taken by a mortgagee to take possession or dispose of the whole or any part of the Customer’s assets, operations, or business;

e) any step is taken for the Customer to enter into any arrangement or compromise with, or assignment for the benefit of, the Customer’s creditors or any class of the Customer’s creditors; or

f) any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator, or liquidator of the whole or any part of the Customer’s assets, operations, or business;

“Intellectual Property Rights” means any present or future rights conferred by statute, common law, or equity, in any part of the world, in relation to any confidential information, copyright, trade marks, service marks, designs, patents, circuit layouts, business names, domain names, inventions, trade secrets, or other results of intellectual activity in any industrial, commercial, scientific, literary, or artistic fields;

“Liability” means any loss, liability, cost, payment, damages, debt, or expense (including legal fees);

“Order” means any written or verbal order by the Customer to the Supplier for Goods and or Services;

“Personnel” means any relative, employee, contractor, subcontractor, agent, partner, director, or officer of a party;

“PPSA” means the Personal Property Securities Act 2009 (Cth);

“Price” means the price of the Goods or Services as nominated by the Supplier from time to time;

“Services” means the services in a Contract and any services associated with the Goods;

“Supplier” means General Building Co Pty Ltd ABN 82 667 430 873, being the entity that accepts the Order to supply Goods or Services to the Customer; and

“Supply Terms” means these Terms and Conditions of Supply.