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Company Terms

TERMS & CONDITIONS OF SALE TO BUYER

  1. Interpretation  In these conditions:

1.1      “The Seller” means HYLEC ENERGY SOLUTIONS Pty Ltd;

1.2      “The Buyer” means the buyer of the goods as identified in the above Credit Account Application and

subsequent purchase orders;

1.3      “goods” means the products and, if any, services specified in the quotation and/or tax invoice given by
the Seller to the buyer;

1.4      "Australian Consumer Law" means the Australian Consumer Law introduced by the Competition and
Consumer Act 2010
as amended or replaced;

1.5      "act of bankruptcy" means having an administrator, liquidator receiver appointed to a body corporate,
being deregistered or for an individual having a trustee in bankruptcy appointed, or any steps towards same;

1.6      "this agreement includes the application for credit, these conditions of sale and tax invoices provided by
the Seller to the Buyer relating to the goods;

1.7      Financing Change Statement has the meaning given to it under the PPSA;

1.8      Financing Statement has the meaning given to it under the PPSA;

1.9      goods means the goods, materials, parts purchased by the buyer from the Seller including goods

purchased after the date of this agreement and goods purchased on consignment more particularly described in the tax invoice provided to the buyer by the Seller;

1.10 PPSA means the Personal Property Securities Act 2009;

1.11     Proceeds has the meaning given to it under the PPSA;

1.12 Purchase Money Security Interest has the meaning given to it under the PPSA;

1.13     Register means the Personal Property and Securities Register pursuant to the PPSA;
1.14 Security Interest has the meaning given to it under the PPSA;

1.15 Verification Statement has the meaning given to it under the PPSA.

  1. Terms of Sale

2.1      These terms apply to the sale of goods by the Seller to the Buyer and includes any services, where
agreed.

2.2      The goods and all other products sold by the Seller are sold on these terms and conditions to the
exclusion of anything to the contrary in the terms of the Buyer’s order.

2.3      Any alterations to these terms and conditions sought to be imposed by the Buyer shall not be binding on
the Seller unless consented to by it in writing.

2.4      In placing an order for goods, accepting delivery of goods, making any payment or complying with these
terms, the Buyer is taken to have accepted them.

  1. Price

3.1      The price of the goods payable by the Buyer shall be the price quoted by the Seller.

3.2      The Seller shall, owing to factors such as exchange rate fluctuations or price increases imposed upon the

Seller by suppliers or importers, be entitled to alter the prices and specifications of goods at any time without prior notice to the Buyer.

3.3      Any alteration made to prices quoted by the Seller, either before acceptance of or during the currency of
the contract, shall be to the Buyer’s account.

3.4      The Seller shall charge Goods & Services Tax (GST) at the prevailing rate to the Buyer and shall provide
a “Tax Invoice” detailing its ABN, a sub-total amount exclusive of GST, total GST and the total amount payable inclusive of GST.

3.5      In addition to door to door charges, the Buyer agrees to pay all prepaid freight and special handling
charges.

  1. Payment

4.1      The purchase price in relation to goods shall be payable net and payment thereof shall be made thirty
(30) days following the date of invoice of goods unless other payment terms are expressly stated in writing on the quotation form.

4.2      If the Seller is not paid for any goods on the due dates in this agreement, without prejudice to any other
right or remedy, all outstanding monies shall bear interest on daily balances until paid at a rate of 2% above the Commonwealth Bank prime overdraft rate in excess of AUD200,000.

  1. Buyer’s Orders and Seller’s Quotations

5.1      While the Seller has no minimum order value, for “Free into store” delivery, a minimum order of AUD100,
excluding freight charges, is required. For orders under AUD100, freight will be charged to the Buyer.

5.2        Buyers may pay by EFT, Cash, MasterCard, Visa or cheque. Non-account customers may pay by EFT,

Cash, MasterCard, Visa or cheque prior to delivery of goods.

5.3        The Buyer shall place its order in multiples of carton quantities where applicable.

5.4        The Buyer may nominate its preferred freight carrier at the time of submitting the order, but otherwise this

will be at the discretion of the Seller.

5.5        Unless previously withdrawn, the Seller’s quotations are open for acceptance within the period stated or,
when there is no period stated, within thirty (30) days only from the date the quotation was given.

5.6        The Buyer acknowledges that orders for special design or non-standard items may be subject to
cancellation and a full credit.

5.7        At the time of quotation, the Seller may, at its discretion, advise the Buyer that a particular item is non-
standard.

5.8        The Buyer may cancel orders for items ex-stock prior to despatch without penalty provided that the Buyer
gives the Seller written notice of cancellation.

5.9        Unless these conditions provide otherwise, no order may be cancelled except with the consent in writing
of the Seller and on terms which will indemnify the Seller against all losses.

  1. Description of goods

6.1        All goods to be supplied by the Seller shall be as described on the purchase order agreed to by the Seller
and the Buyer.

6.2        The description on such purchase order modified as so agreed shall prevail over all other description
including the Buyer’s specification or enquiry.

  1. Shortage

7.1        The Buyer must notify the Seller of any shortage in goods delivered within seven (7) days from date of
receipt of goods.

7.2        The Buyer waives any claim or rights it may have against the Seller in respect of any shortage of goods
delivered if a claim in respect thereof has not been lodged within seven (7) days from the date of receipt of the goods by the Buyer.

7.3        The Seller is not responsible for any loss or damage to goods in transit if instructed to ship to the Buyer’s
account. The Seller, may, at its own discretion, assist the Buyer in the Buyer’s claim against the carrier.

  1. Delivery

8.1        The delivery times made known to the Buyer are estimates only and the Seller shall not be liable for any
late delivery or non-delivery and under no circumstances will the Seller be liable for any loss, damage or delay occasioned to the Buyer or its customers arising from late or non-delivery or late installation of the goods.

  1. Warranty

9.1        The Seller warrants all goods to be free from defects in workmanship and quality for one year from the
date of invoice. In the event of a breach of this limited warranty, the Buyer must give the Seller immediate notice of any alleged defect and return the goods to the Seller for evaluation of the alleged defect. The Buyer is responsible for the cost of returning the goods to the Seller. This warranty does not apply if the Buyer has altered, abused or not used the goods in accordance with their intended purpose or the manufacturer’s installation instructions. In the event of any breach of this warranty, the liability of the Seller for damages or indemnity, if any, shall be limited to a credit of the amounts paid for the defective goods or replacement of the goods.

9.2        To claim under this warranty, please contact Hylec Energy Solutions Pty Ltd at the address, telephone
number or email address shown on this document.

9.3           This warranty is in addition to other rights and remedies of the Buyer as a consumer (if applicable) under
law.

9.4        Save for the warranty provided in clause 9.1 and any condition or warranty, express or implied, applicable
by force of any statute, including the Australian Consumer Law, that cannot be excluded by agreement between the parties, the Seller gives no warranty or condition about any goods sold by the Seller whether as to their merchantability, description, quality, suitability of fitness of the goods for any purpose or as to design, assembly, installation, materials or workmanship or otherwise.

9.5        Nothing in these conditions shall be read or applied so as to exclude, restrict or modify or have the affect
of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy applied by law including the Australian Consumer Law as amended, and which by law cannot be excluded, restricted or amended.

  1. Guarantees under the Australian Consumer Law

10.1      Where the Buyer is a consumer pursuant to the Australian Consumer Law, this clause 10 applies.

10.2 Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund from a major failure and compensation for any other reasonably

 

2 Foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

  1. Liability

11.1     To the extent permitted by law, the Seller is not liable for any physical or financial injury, claim, threat,
loss or damage including loss of profits, consequential loss or damage of any kind arising out of the supply, layout, assembly, installation or operation of the goods or arising out of the Seller’s negligence or in any way whatsoever.

  1. Rights of the Seller in relation to the goods (retention of title)

12.1     The property in any goods sold by the Seller to the Buyer (“the goods sold”) shall not pass to the Buyer
until the Buyer shall have paid to the Seller, without deduction the price of the goods sold and all other monies which, at the time of payment of the full price of the goods sold are owing by the Buyer to the Seller on any account whatsoever, whether under the contract for the sale of the particular goods or any other contract between the Seller and the Buyer and whether for goods sold to the Buyer or for transport charges or for anything else.

12.2 The Buyer agrees with the Seller not to mortgage, charge or otherwise encumber the goods sold or the right to recover the price of the goods sold.

12.3     Until the property in the goods shall have passed to the Buyer as aforesaid, the Buyer shall, until the
Buyer resells the goods in the ordinary course of business, keep the goods sold separate from other goods not belonging to the Seller and mark them clearly as the property of the Seller.

12.4     The Buyer hereby irrevocably authorises and licenses the Seller at any time until property in the goods
sold has passed to the Buyer to enter any premises occupied by the Buyer and to inspect and carry out an inventory count of the goods sold.

12.5     The Buyer and the Seller agree that this retention of title clause constitutes a Security Interest and a
Purchase Money Security Interest pursuant to the PPSA.

  1. The Buyer’s Property

13.1     Any property of the Buyer under the Seller’s custody or control shall be entirely at the Buyer’s risk as
regards loss or damage caused to the property or by it.

  1. Returning non-defective goods

14.1     The Seller shall not be under any obligation to accept goods returned by the Buyer and shall do so only
on terms agreed in writing in each individual case.

14.2     If the Seller agrees in writing to accept goods returned by the Buyer, the following conditions apply:
14.2.1 The goods must be in good, resaleable, “as new” condition.

14.2.2 The Buyer must obtain a Return Authorisation Number from the Seller.

14.2.3 The Buyer must clearly mark the Return Authorisation Number on the shipping label of the returned goods.

14.2.4 If the goods are returned without a Return Authorisation Number, the Seller shall not accept the goods and the goods shall be returned to the Buyer at the Buyer’s expense.

14.2.5 The Seller shall allow return and credit on standard items only.

14.2.6 All returned goods are subject to a restocking fee of 15% of the invoice value of the goods. 14.2.7 The Seller shall not accept the goods returned after thirty (30) days unless the Seller has agreed to do so in writing.

14.3     Notwithstanding anything to the contrary in these conditions, the Seller shall, under no circumstances,
accept returned goods with an invoice value of less than AUD100.

  1. Applicable Law

15.1     This contract shall be governed by and construed in accordance with the laws of the State of Queensland
Australia and the parties agree to submit to the jurisdiction of the courts of Queensland and any court competent to hear appeals there from.

  1. Risk

16.1     Risk in the goods shall pass to the Buyer upon delivery to, or collection of the goods by, the Buyer, its
agent or courier.

  1. PPSA

17.1     The Buyer hereby consents to Seller:

17.1.1 effecting and maintaining a registration on the Register for any Security Interest (including any Purchase Money Security Interest) arising because of this agreement in the goods or the Proceeds arising in respect of any dealing with the goods; and

17.1.2 registering a Financing Statement or Financing Change Statement in respect of a Security Interest (including any Purchase Money Security Interest).

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17.2     The Buyer agrees to sign all documents and provide all assistance and information required by Seller to

enable the registration and maintenance of any Security Interest, including amendment if necessary to record goods sold after the date of this agreement.

17.3     The Buyer hereby waives the right to receive notice of a Verification Statement in relation to any
registration on the Register of a Security Interest (including any Purchase Money Security Interest) in respect of the goods or the Proceeds.

17.4 The Buyer undertakes to:

17.4.1 promptly do anything (in each case, including executing any new document or providing any information) that is required by Seller:

17.4.1.1 so that Seller may acquire and maintain perfected Security Interests under the PPSA in respect of the goods or their Proceeds;

17.4.1.2 to enable Seller to register a Financing Statement or Financing Change Statement; and 17.4.1.3 to ensure Seller' security position and rights and obligations are not adversely affected; 17.4.2 not register a Financing Change Statement in respect of a Security Interest arising by virtue of

this agreement without Seller's prior written consent; and

17.4.3 not register, or permit to be registered, a Financing Statement or a Financing Change Statement in relation to the goods or Proceeds in favour of a third party.

17.5     If Chapter 4 of the PPSA would otherwise apply to the enforcement of a Security Interest arising under or

in connection with this agreement and:

17.5.1 section 115(1) of the PPSA allows for the contracting out of provisions of the PPSA, the following

provisions of the PPSA will not apply and the Buyer will have no rights under them:

17.5.1.1 section 95 (to the extent that it requires the secured party to give notices to the grantor);

17.5.1.2 section 96;

17.5.1.3 section 118 (to the extent that it allows a secured party to give notices to the grantor);

17.5.1.4 section 121(4);

17.5.1.5 section 125;

17.5.1.6 section 130;

17.5.1.7 section 132(3)(d);

17.5.1.8 section 132(4);

17.5.1.9 section 135;

17.5.1.10 section 142; and

17.5.1.11 section 143; and

17.5.2 section 115(7) of the PPSA allows for the contracting out of provisions of the PPSA, the following

provisions of the PPSA will not apply and the Buyer will have no rights under them:

17.5.2.1 section 127;

17.5.2.2 section 129(2) and (3);

17.5.2.3 section 130(1);

17.5.2.4 section 132;

17.5.2.5 section 134(2);

17.5.2.6 section 135;

17.5.2.7 section 136(3), (4) and (5); and

17.5.2.8 section 137.

17.6     Unless the parties otherwise agree and to the extent permitted by the PPSA, the parties agree not to
disclose information of the kind referred to in section 275(1) of the PPSA to an interested person, or any other person requested by an interested person. The Buyer waives any right it may have, or but for this clause may have had, under section 275(7)(c) of the PPSA to authorise the disclosure of the above information.

17.7     For the purposes of section 20(2) of the PPSA, the collateral is:

17.7.1 the goods described in the tax invoice from Seller to the Buyer at the time of the sale (or delivery)

of the goods including any goods specified in each and every subsequent or updated tax invoice

pursuant to this agreement from time to time and includes goods which are inventory;

17.7.2 an interest in commingled goods to the maximum extent allowed by the PPSA; and

17.7.3 the Proceeds of any dealing with the goods.

17.8 This agreement is a Security Agreement for the purposes of the PPSA.

17.9 Seller may apply amounts received under this agreement to satisfy obligations secured by a Security

Interest arising because of this agreement in any way Seller determines in its absolute discretion.

17.10 The Buyer agrees to notify Seller in writing of any change to its details as set out in this agreement or as

otherwise supplied to Seller, within 5 days from the date of such change.

17.11 The Buyer must pay to Seller on demand all of Seller's costs associated with registration and

enforcement of any Security Interest arising under this agreement.

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  1. Seller’s Terms and Conditions Prevail

18.1     The Buyer agrees that these terms and conditions prevail over any purported terms and conditions of the
Buyer including those which may be found on the Buyer's purchase order form or on the website of the Buyer, (Buyer’s Terms), notwithstanding:

18.1.1 this agreement may be dated prior to the execution of an order form; and

18.1.2 anything to the contrary in the Buyer’s Terms.

  1. General

19.1     If any provision of these terms is invalid, unenforceable or illegal, that provision shall be read down and
the remaining provisions are unaffected,