TransChem Pty Ltd – Terms and Conditions of Trade

1. DEFINITIONS

In these Terms and Conditions of Sale

(a) ‘Company’ means: TransChem Pty Ltd ABN: 96 064 545 473

(b) ‘Customer’ means the person or entity identified on the face of this document as the purchaser;

2. GENERAL

2.1 These Terms and Conditions apply to the sale of the Goods by The Company to the Customer.

2.2 These Terms and Conditions supersede and exclude all previous discussions, representations, and terms or conditions of dealing between the Company and the Customer, and unless otherwise agreed to by The Company in writing, are the only contractual terms binding on The Company.

2.3 Unless The Company otherwise agrees in writing all references to amounts of money are References to amount in Australian currency.

2.4 References to weights, quantities or other measures are, unless otherwise agreed in writing by The Company, references to that weight, quantity or other measure within a variance of plus or minus [10%].

2.5 The goods are not sold pursuant to a sale by description. Any description of the Goods on the face of this document or elsewhere is given by way of identification only.

2.6 Headings are inserted for ease of reference only, and do not affect the interpretation of these Terms and Conditions.

2.7 If part or all of any provision of these Terms and Conditions or its application to any person or circumstance is illegal or unenforceable, the provision will be read down to such extent as may be necessary to ensure it is not illegal or unenforceable. If any provision or part of it cannot be so read down, the provision or part of it will be severed from these Terms and Conditions and the remaining provisions continue in force.

3. DELIVERY

3.1 Although The Company will use all reasonable efforts to meet scheduled dates for delivery agreed between The Company and the Customer, delivery dates are approximate only. The Company is not liable for any delay in the delivery of the Goods, and any such delay does not entitle the Customer to treat the contract incorporating the Terms and Conditions are repudiated, or reject the Goods.

3.2 Delivery of the goods is deemed to have occurred:

(a) if the Goods are delivered by The Company – when the Goods are unloaded at a premises nominated by the Customer, or

(b) if the Customer is to collect the Goods from The Company’s premises – when the Customer, or an agent or carrier engaged by the Customer, collects the Goods; or on the expiry of [Seven] days following The Company’s notifying the Customer that the goods are available for collection, whichever is sooner.

3.3 If the Customer does not collect the Goods within [seven] days of being notified by The Company that the goods are available for collection, without affecting any other right or remedy available to the The Company, it may store the Goods until actual delivery of the Goods and charge the Customer for its reasonable costs (including insurances) of storage.

3.4 Goods that have been stored by The Company under clause 3.3 for longer than [six months] may be sold by The Company at auction or by any other method of sale. Notwithstanding such a sale, the Customer remains liable for all payments to The Company, less the net proceeds from such sale of the Goods.

3.5 The Customer is deemed to have accepted the Goods and may not make any claim to The Company regarding the Goods unless the Customer notifies The Company in writing within [seven] days of delivery in accordance with clause 3.2.

4. INVOICING AND PAYMENTS

4.1 Are due without deduction when stipulated by The Company and if not so stipulated all due by the end of the month following invoice date unless otherwise agreed in writing.

4.2 All payments must be made in Australian currency, unless The Company otherwise agrees in writing.

4.3 The Company may charge the Customer interest on any overdue payments at the rate of 18 per centum per annum calculated monthly.

4.4 Unless expressly stated by The Company, prices quoted or agreed to do not include any sales, goods and services, value added, customs or any other applicable Government taxes or duty, the cost of which will be borne by the Customer.

5. PRICE VARIATIONS

The Company reserves the right

(a) at any time prior to issuing an invoice – to increase the price quoted to take account of increases in the cost of materials, labour or delivery due to factors beyond The Company’s control; and

(b) at any time – to correct any errors or omissions on any documentation (including but not limited to quotations and invoices) issued by The Company.

6. RISK

Risk in the Goods passes to the Customer immediately on delivery of the goods in accordance with these Terms and Conditions.

7. TITLE

7.1 Title to the Goods remains with The Company until such time as the Customer has paid to The Company, in full, all monies owing to the Company by The Customer.

7.2 The Customer acknowledges that pending payment of all monies owing by it to the Company, it holds the Goods as bailee.

7.3 Where permitted by the nature of the Goods, until The Customer becomes the owner of the Goods, the Customer agrees to store the Goods on its premises separately from its own or any other person’s goods, and in a manner which makes them readily identifiable as the Goods of The Company.

7.4 Pending payment of all monies owing by the Customer to The Company, the Customer’s right to possession of the goods will immediately cease in the event of any of the following circumstances:

(a) the Customer becomes insolvent;

(b) the Customer commits an act of bankruptcy;

(d) a petition is made for, or the Customer is placed in liquidation, whether voluntary or otherwise;

(e) the Customer does or fails to do anything which would entitle a receiver to take possession of any assets, or which would entitle an external administrator to be appointed to the Customer;

(f) payment for the goods becomes more than 14 days overdue; or

(g) the Customer commits a material breach of any of these Terms and Conditions

In the event of any of the circumstances in clause 7.4 occurring, the Customer must deliver the goods to The Company on receipt of a written demand to do so. If the Customer does not comply with a demand made pursuant to this clause within 24 hours, the Customer irrevocably authorises The Company or its agents to enter the Customer’s premises in order to take possession of and remove the Goods.

8. CUSTOMER WARRANTEES

The Customer warrants to The Company

(a) that it possess all necessary licences, permits or approvals to receive, handle and store the goods; and

(b) that it will comply with all the laws (including but not limited to all environmental and safety laws), and the conditions of any licenses, permits or approvals, relating to the handling or storage of Goods.

9. WARRANTEES AND LIABILITIES

The only conditions and warranties (express or implied) which are binding on The Company in respect of the state, quality or condition of the Goods are those conditions and warranties, will at The Company’s sole option be limited to and discharged by:

(a) the replacement of the Goods or the supply of equivalent Goods;

(b) the repair of Goods;

(d) the payment of the cost of having the Goods repaired.

9.2 Except to the extent required by statute (including the Trade Practices Act 1974) the Company will not be liable to the Customer or any person in tort or otherwise for any loss or damage (direct or indirect) suffered or incurred by any person in relation to or arising out of the use of Goods, including but not limited to loss or damage caused by or resulting directly or indirectly from any defect or deficiency of any kind of or in the Goods.

10. FORCE MAJEURE AND ELECTRONIC DATA PROCESSING ERRORS

10.1 Neither party is liable for any failure to perform or delay in performing its obligations under these Terms and Conditions (other than an obligation to pay money) if that failure or delay is due to anything beyond that party’s reasonable control including, but not limited to fire; storm; earthquake; war; invasion; rebellion; sabotage; epidemic; labour dispute; labour shortage; failure or delay in transportation; flood; explosion or an act or omission (including laws, regulations, disapprovals or failures to approve) of any third person (including, but not limited to: subcontractors, customers, governments, or government agencies).

10.2 The Company is not liable for any failure, disruption or delay in performing its obligations under these Terms and Conditions where that failure disruption or delay is directly or indirectly caused by an electronic data processing error(s).

11. WAIVER

The failure of a party at any time to require performance of any obligation under these Terms and Conditions is not a waiver of that party’s right

(a) to insist on performance of, or claim damages for breach of, that obligation unless that party acknowledges in writing that the failure is a waiver; and

(b) at any other time to require performance of that or any other obligation under these conditions.

12. GOVERNING LAW

The Customer agrees that all contracts made with The Company shall be deemed to be made in the State of New South Wales and the Customer agrees to submit to the jurisdiction of the appropriate court in New South Wales nominated by the Company.