Standard Terms and Conditions for Supply of Goods and Services

Agri Automation Australia Pty Ltd ABN 90 663 493 936

Please read these terms and conditions carefully. When you submit an order or accept delivery of the Goods or provision of Services pursuant to an Order or make any payment for any Goods and Services supplied by us, whichever occurs first, you are deemed to have accepted and will be bound by these terms and conditions ("these Terms").

If we adopt new Terms for the supply of Goods and Services you will be given written notice and unless otherwise agreed, the new Terms will apply to any supply of Goods and Services pursuant to any subsequent Orders.

Any references in these Terms to "we", "our" or "us" is a reference to the Company and any references in these Terms to "you" or "your" is a reference to the Customer.

1. Definitions and Interpretation

1.1 Definitions

In these Terms, unless the context otherwise requires, the following words have the following meanings:

Amounts Outstanding means all amounts owed by the Customer to the Company at that time whether arising under the Contract or otherwise.

Deposit means 30% of the Price, or such other amount as provided in the Proposal.

Company means Agri Automation Australia Pty Ltd.

Contract means the agreement between the Customer and the Company for the supply of Goods or Services in accordance with clause 2(c).

Customer means the person or entity acquiring Goods and Services from the Company, as named in the Proposal.

Event of Default means:

(a) any breach by the Customer of any term of these Terms;
(b) a failure by the Customer to pay any part of the Price by the Payment Date;
(c) the Customer becoming an 'externally administered body corporate' as defined by the Corporations Act 2001 (Cth);
(d) any step being taken for the winding up or dissolution of the Customer, including the appointment of an administrator;
(e) the Customer being insolvent within the meaning of the Corporations Act 2001 (Cth);
(f) the Customer committing an 'act of bankruptcy' as defined by the Bankruptcy Act 1966 (Cth);
(g) a receiver or a receiver and manager being appointed to the Customer whether by a court or otherwise; and
(h) anything analogous or having substantially similar effect to any of the events specified in paragraphs (a) to (g) above happens under the law of any applicable jurisdiction.

Force Majeure Event includes circumstances beyond the Company's reasonable control, including without limitation, fire, flood, act of God, strikes, lock outs, stoppage of work, trade disputes, shortage of raw materials, breakdown in machinery, transport embargos or failure or delay in transportation, any act of war or terrorism, pandemic or disease or change in law.

Goods means the vehicles, equipment and/or parts to be provided by the Company to the Customer that are the subject of a Proposal.

GST Law means the A New Tax System (Goods and Services Tax) Act 1999 and GST has the meaning given in the GST Law.

Intellectual Property means any trademark, registered design, copyright, patent or any other intellectual property rights.

Location means the address for delivery of Goods or provision of Services specified by the Customer in the Order.

Order means an order for the supply of Goods or Services placed by the Customer with the Company in accordance with clause 2.

Payment Terms means the terms of payment set out in clause 3.4.

PPSA means the Personal Property Securities Act 2009 (Cth) and any regulations made under it.

PPSR means the Personal Property Securities Register established by the PPSA.

Price means the price for Goods or Services specified in the Proposal (subject always to clause 3.3).

Proposal means the quotation and/or proposal sent to the Customer by the Company setting out the price, deposit, other customary details for the supply of the Goods or Services and any additional or varied terms which depart from these Terms.

Services means the services as described in a Proposal by the Company and includes maintenance and servicing of vehicles and equipment provided by the Company to the Customer from time to time.

1.2 Interpretation

In these Terms, unless the contrary intention appears:

(a) a reference to a person or entity includes a natural person, a partnership, corporation, trust, association, unincorporated body, authority or other entity;
(b) where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(c) a reference to any document is a reference to that document as amended, novated, supplemented or replaced from time to time;
(d) a reference to a party to these Terms includes that party's executors, administrators, successors and permitted assigns;
(e) a reference to "$" or "Dollars" is a reference to Australian currency;
(f) the word "including" is not to be treated as a word of limitation;
(g) a reference to time is a reference to the time in Adelaide, South Australia;
(h) a term which purports to bind or benefit two or more persons binds or benefits them jointly and severally; and
(i) in the event of any inconsistency between these Terms and any Order, the terms of the Order shall prevail only to the extent of any inconsistency.

2. Application of Terms, Quotations and Orders

(a) These Terms apply to all supplies of Goods and Services by the Company to the Customer unless the Company expressly agrees otherwise in writing.
(b) When the Customer wishes to accept a Proposal, it must accept such Proposal in a form prescribed by the Company within 30 days of the date of the Proposal (Order).
(c) A contract between the Company and the Customer for the supply of the Goods or Services specified in the Order will come into existence on the date the Customer submits a valid Order to the Company (Contract).
(d) The Contract will comprise: (i) the Proposal; (ii) the Order; and (iii) these Terms.
(e) In the event of any inconsistency between the provisions of the Proposal and these Terms, the Proposal shall prevail.
(f) A separate Contract is entered into each time the Customer submits an Order to the Company.
(g) The Company will use its reasonable endeavours to supply the Goods or Services to the Customer in accordance with any Order.

3. Price and Payment

3.1 Price

In consideration of the supply of the Goods or Services, the Customer must pay the Price to the Company in accordance with the Payment Terms.

3.2 Proposal

(a) The Customer acknowledges that each Proposal has been prepared on the basis of information provided by the Customer, and that incomplete information, unforeseen circumstances or misinterpretations may result in additional charges. The Customer must pay any such additional amounts as invoiced by the Company.
(b) The Proposal will remain open for acceptance for 30 days.
(c) Notwithstanding clause 3.2(b), the Company may withdraw the Proposal at any time prior to acceptance.

3.3 Variation in Price

The Company reserves the right to vary the price if: (i) there is a change in the cost of supply of the Goods or Services; (ii) the Goods or Services in your Order are varied from those in the Proposal; or (iii) otherwise provided in these Terms, with reasonable notice provided to the Customer.

3.4 Payment Terms

(a) The Company may invoice the Customer at any time following submission of a valid Order.
(b) For Goods: (i) the Customer must pay the Deposit upon submitting the Order; (ii) the balance is payable in full prior to delivery (non-wholesalers) or within 7 days of delivery (wholesalers/authorised dealers).
(c) For Services: payment is due within 30 days from the date of the Company's invoice.
(d) All amounts must be paid in full without setoff, withholding or deduction.
(e) Time is of the essence for all payment obligations.
(f) If the Customer fails to pay by the due date, the Company may: (i) withhold or repossess Goods; (ii) suspend further supply; and/or (iii) charge interest at 10% per annum on unpaid amounts until payment is made in full.

3.5 Cancellation by the Customer

(a) Subject to clause 3.5(b), the Customer may cancel an Order before the quoted delivery date, provided the Company retains the Deposit and the Customer pays all costs reasonably incurred by the Company.
(b) Orders for customised Goods cannot be cancelled.

4. Customer Obligations

(a) The Customer is solely responsible for confirming suitability of the Goods or Services for its purposes.
(b) The Customer is solely responsible for obtaining and maintaining all necessary licences, permits and consents required for the acquisition and use of the Goods.
(c) The Customer agrees to indemnify the Company against all claims, damages and legal fees arising from any failure to comply with this clause 4.
(d) For products and services requiring an autonomy agreement, it is the Customer's responsibility to review and complete the agreement prior to first use.

5. Delivery of Goods

(a) The Company will deliver the Goods to the Location. Costs of transport, delivery, freight and warehousing will be paid by the Customer.
(b) Goods will be delivered by the Company or its nominated delivery agent, unless the Customer engages its own agent and provides all necessary details at the time of ordering.
(c) The Customer must facilitate delivery by arranging appropriate access and area. Failure to do so may result in additional costs charged to the Customer.
(d) Delivery dates are approximate only and time of delivery is not of the essence. The Company will use reasonable endeavours to notify the Customer of any delays.
(e) The Company will not be liable for any losses arising from failure to deliver by any estimated or confirmed delivery date.

6. Provision of Services

(a) The Company will use reasonable endeavours to perform the Services within the timeframe specified in the Proposal or, if unspecified, within a reasonable period.
(b) Service dates are approximate only. The Company will notify the Customer of any delays.
(c) The Company may subcontract some or all of the Services to a third party while remaining responsible for their provision.

7. Title and Risk

7.1 Title

(a) Title in the Goods remains with the Company until the Customer has paid the Price and all other amounts owed in full.
(b) Until full payment is received, the Customer: (i) holds the Goods on trust for the Company and must store them so they are clearly identifiable as the Company's property; (ii) grants the Company an irrevocable right to enter premises and recover Goods; and (iii) may sell the Goods as trustee in the ordinary course of business, holding proceeds on trust for the Company in a separate account.

7.2 Risk and Returns

(a) Risk passes to the Customer on collection or shipment of the Goods.
(b) The Customer must examine Goods immediately after delivery. The Company will not be liable for mis-delivery, shortage, defect or damage unless notified in writing with supporting evidence within 48 hours of delivery.
(c) Except as required under clause 10.4, no Goods will be accepted for return unless agreed by the Company in its sole discretion.

8. PPSA

(a) Where the Customer is a wholesaler or authorised dealer, these Terms constitute a Security Agreement under the PPSA and the Customer grants the Company a Security Interest in the Goods and any proceeds in respect of unpaid Goods.
(b) The Customer agrees to do all things required to ensure the Company's Security Interest is perfected under the PPSA, including signing documents and providing information for registration on the PPSR.
(c) The Customer must provide not less than 14 days' notice in writing of any proposed change in name or contact details, and immediately advise of material changes in business activities.
(d) The Customer agrees to indemnify the Company for all expenses incurred in registering its Security Interests on the PPSR.
(e) The Customer waives its rights under section 157 of the PPSA to receive notice of registration events.
(f) The Customer agrees that sections 125, 132(3)(d), 132(4), 135, 142 and 143 of the PPSA shall not apply to these Terms, and waives its right to receive notices under sections 95, 118, 121(4), 123, 130, 132(3)(d), 132(4), 135 and 157 of the PPSA.

9. GST

9.1 Consideration GST Exclusive

Unless otherwise stated, the Price and all other amounts payable under these Terms are exclusive of GST.

9.2 Payment of GST

If GST is payable on any supply, the Customer must pay an additional amount equal to the consideration multiplied by the prevailing GST rate, at the same time as the Price.

9.3 Tax Invoice

In the event of a taxable supply, the Company will provide a tax invoice in the form prescribed by the GST Law.

10. Exclusion and Limitation of Liability

10.1 Applicable Law Unaffected

The Company does not exclude Non-Excludable Guarantees implied by State and Commonwealth legislation, and nothing in these Terms is intended to do so.

10.2 Exclusion of Liability

(a) Apart from any Non-Excludable Guarantees and the limited warranty in clause 10.4, the Company makes no express warranties regarding the Goods or Services.
(b) To the maximum extent permitted by law, the Company excludes all implied warranties, terms, conditions and guarantees regarding the Goods and Services.

10.3 Limitation of Liability

To the maximum extent permitted by law, the Company's liability for breach of any Non-Excludable Guarantee is limited to: (a) in the case of goods — replacement, repair, or payment of the cost of replacement or repair; and (b) in the case of services — supply of the services again or payment of the cost of having them supplied again.

10.4 Limited Warranty

(a) Descriptions in brochures and communications are general in nature and do not form part of these Terms or constitute a representation or warranty.
(b) The Company warrants that Goods and Services will be free of defects for 12 months from the date of delivery or provision.
(c) The Customer acknowledges that: (i) warranty registration must be completed within 7 days of Order submission; (ii) the warranty covers non-wearing items and defects in material and workmanship only; (iii) normal maintenance costs are payable by the Customer; (iv) the warranty is void for Goods subject to misuse, neglect, or unauthorised alteration or repair; (v) the Company's sole obligation is to repair or replace the Goods or re-supply the Services; and (vi) the warranty is not a guarantee against the occurrence of any defect.

11. Force Majeure

A party will not be liable for inability to perform its obligations due to a Force Majeure Event. The affected party must notify the other party and use all reasonable endeavours to resolve the situation. If a Force Majeure Event continues for 60 or more consecutive days, either party may terminate these Terms by written notice.

12. Indemnity

To the fullest extent permitted by law, the Customer will indemnify and keep indemnified the Company, its related entities and each of their directors, agents and employees against all expenses, losses, damages and costs arising directly or indirectly from an Event of Default or any breach of these Terms or any Contract by the Customer.

13. Intellectual Property

(a) All right, title and interest in goods, materials or developments created by or on behalf of the Company vest absolutely in and remain the sole property of the Company.
(b) Supply of Goods implies a bare licence to the Customer to use such intellectual property for its own use only. The Customer must not copy, reproduce or disclose any Intellectual Property without the Company's prior written consent.
(c) The Company makes no warranty that the Goods and Services will not infringe any Intellectual Property right.

14. Confidential Information

14.1 Obligation

(a) The Customer must keep confidential any information obtained from the Company that is or can reasonably be considered to be confidential (Confidential Information).
(b) The Customer must not use or disclose Confidential Information for any purpose other than that for which it was disclosed.

14.2 Exclusions

The obligations of confidence do not apply to information that is in the public domain (other than through breach of these Terms); was known to the Customer at the time of disclosure free from any obligation of confidence; or the Customer is required by law to disclose.

15. Event of Default

15.1 Company Entitlements

(a) If an Event of Default occurs or is threatened, the Company may immediately: (i) terminate these Terms; (ii) suspend or terminate any Contracts; (iii) suspend or cancel delivery of Goods and Services; (iv) refuse further Orders; (v) enter the Customer's premises and recover possession of unpaid Goods; (vi) make the Price immediately due and payable; and/or (vii) charge interest at 10% per annum on amounts owed.
(b) If the Company recovers possession of Goods, it may sell or dispose of them in its absolute discretion.

15.2 Consequences of Termination

Termination does not relieve any party of obligations remaining to be performed and is without prejudice to any accrued rights or causes of action.

15.3 Obligations Upon Termination

Upon termination, the Customer must immediately pay all outstanding amounts for Goods and Services supplied up to the date of termination.

15.4 Survival

Clauses 3.4, 7.1, 8, 4(c), 10, 12, 13, 14, 15.2, 15.3 and 16 survive expiry or termination of these Terms.

16. General

16.1 Costs

Each party will pay its own costs in connection with the negotiation, preparation and execution of these Terms.

16.2 Amendment

These Terms may only be amended in writing signed by all parties.

16.3 Assignment

The Customer must not assign or transfer any rights or obligations under these Terms without the prior written consent of the Company.

16.4 Waiver

No waiver by the Company of any breach is effective unless in writing, and does not constitute a waiver of any continuing breach.

16.5 Remedies

Rights and remedies under these Terms are cumulative and not exclusive of any rights or remedies provided by law.

16.6 Severance

If any provision is prohibited, invalid or unenforceable in any jurisdiction, it will be ineffective only to that extent without invalidating the remaining provisions.

16.7 Governing Law

These Terms are governed by the law of South Australia. The parties submit to the non-exclusive jurisdiction of the courts of South Australia and the South Australia Registry of the Federal Court of Australia.

16.8 Further Assurances

Each party will promptly do all things required by law or reasonably requested to give effect to these Terms.

16.9 No Merger

No right or obligation of any party will merge on completion of any transaction under these Terms.

16.10 Notices

(a) Any notice must be in writing and delivered by post, hand or email to the last known address of the recipient.
(b) A notice is deemed given: (i) if personally delivered, upon delivery; (ii) if mailed within Australia, 2 business days after posting; and (iii) if sent by email, at the time of transmission.