CONDITIONS OF SALE

GENERAL In the following Conditions of Sale 'the company' shall mean Zener Electric Pty Ltd and 'the purchaser' shall mean the entity purchasing the goods or services which are the subject of these Conditions of Sale. The only contractual terms which are binding upon the company are those set forth herein and otherwise agreed to in writing by a director of the company and those terms, if any, which are imposed and which cannot be excluded by law. Any condition found to be invali d or in conflict with existing conditions herein, may be severed and shall not invalidate the remaining conditions.

VALIDITY Any quotation made by the company shall not operate as an offer or obligation to sell but shall be an invitation to trade only and the company reserves the right to accept or reject in its absolute discretion any orders which may be received by it.

TAXES Unless expressly provided, the prices indicated in any quotation do not include sales tax, GST or government charges. These will be charged to the purchaser's account unless an official order from the purchaser is received by the company in an acceptable form quoting valid grounds for exemption.

PRICES The prices submitted in a quotation will, unless specifically stated to be otherwise , remain firm for a period of thirty (30) days. Thereafter prices will be subject to change without notice.

TERMS OF PAYMENT Terms are strictly net cash thirty (30) days from the date of invoice, not from the end of the month. No discounts are allowed for payment in less than thirty (30) days, unless specifically stated and detailed in the quotation, however any discounts offered are strictly conditional on receipt of full payment within the specified payment period.

LEAD TIMES Dates for completion of the goods and the dates for commencement of commissioned works given by the company are approximate and are based on prompt receipt of all necessary information regarding the order. Completion dates may alter where the company chooses to suspend or reschedule work due to progress payments not being received on time. Such suspension or rescheduling shall not of itself void the contract. The company will use its best efforts to meet the estimated date but shall be under no liability whatsoever for any delays for whatever reason nor shall the purchaser be entitled to terminate any contract arising herein for any such reason. Delivery arrangements and charges shall be the responsibility of and to the account of the purchaser.

PASSING OF RISK a. The goods shall be deemed to be sold separate from the supply of services provided in respect thereof. b. Notwithstanding anything herein, where the goods are transported by the company for delivery to and on behalf of the purchaser by "on road" vehicles the risk shall pass to the purchaser immediately upon the goods being placed on board the vehicle. c. The goods or part thereof (regardless of whether or not services are to be supplied in respect thereof) supplied by the company shall be at the purchaser's risk immediately u pon collection by or directly on loading for transportation to the purchaser or into the custody of anyone acting on the purchaser's behalf, which ever is the sooner. The company shall give notice to the purchaser when the goods or part thereof are complet e and or ready for transportation and if for any reason the purchaser fails to take possession of the goods within fourteen (14) days from the date of notification then risk in the goods shall pass forthwith to the purchaser and the company shall be entitl ed to payment for the goods in accordance with the provisions hereof and the company shall arrange for storage of the goods the cost of which and all cost incidental thereto shall be for the purchaser's account.

DIMENSIONAL AND TECHNICAL DATA Any drawings or documents relating to any of the goods including their design construction or any works in respect thereof which are submitted by the company to the purchaser shall remain the exclusive property of the company and the purchaser shall not deal in any wa y with the said drawings or documents including copy, reproduce, transmit or communicate the contents therein.

ACCEPTANCE The purchaser shall inspect the goods forthwith upon notice of completion and or readiness for transportation and shall within seven (7) days from the date of such notice give written notice to the company of any matter or thing by reason whereof the purchaser may allege that the goods are not in accordance with the contract. All the goods are manufactured and supplied subject to usual t rade tolerances relating to weight, dimension and processing. If the purchaser fails to give such notice, the goods shall be deemed to have been accepted by the purchaser.

RETURN OF GOODS Goods will not be accepted for return to the company without prior w ritten authority from a director of the company. Subsequent to acceptance the purchaser shall be liable for all sales tax liabilities generated by any return of the goods and for the cost of transportation and any other costs and expenses relating to the return of the goods to the company including the company's charges in relation to handling, inspection and re-conditioning of the ZENER ELECTRIC, Manufacturers of Quality in Variable Speed Drives & Soft Starters for AC Motors goods which costs and expenses shall be paid in advance by the purchaser.

PRODUCT WARRANTY Notwithstanding anything herein all new goods manufactured or distributed by the company are warranted to be free of defects in materials and workmanship for a period of twelve (12) months (unless specifically stated to be otherwise) from the date of notice of completion to the purchaser pr ovided that the goods have been subjected to normal and proper use. Any unauthorised dismantling, repair or modification of the goods cancels this warranty. No guarantee is offered on field service repairs not subject to warranty. All transport charges to and from the company's service department in respect of goods returned for examination shall be pre - paid by the purchaser. Subject to the provision stated herein, if any component part(s) of the goods supplied to the company by other manufacturers are the subject of any claim, the purchaser shall only be entitled to such benefits as the company may receive under warranty given by the manufacturer of such component part(s). Any repair or replacement carried out under warranty on site, and away from our premi ses will be done free of charge for parts and labour, however all expenses and traveling costs associated with attending the site of work will be for the purchaser's account.

LIABILITY UNDER WARRANTY Except to the extent provided above the only conditions and warranties which are binding on the company in respect of the state, quality or condition of the goods and services supplied by the company to the purchaser are those imposed and required to be binding by statute (including the Trade Practices Act, 197 4) and to the extent permitted thereby the liability, if any, of the company arising from breach of such conditions or warranties shall, at the company's option, be limited to and completely discharged in the case of the goods, by either the replacement or the repair by the company of the goods supplied to the purchaser and in the case of services, by supplying the services again and otherwise all other conditions and warranties whether express or implied by law in respect of the supply of services and the state, quality or condition of the goods which may apart from this clause be binding on the company are hereby expressly excluded and negatived. Except to the extent provided immediately above the company shall have no liability (including liability in neg ligence) to any person for any loss or damage consequential or otherwise howsoever suffered or incurred by any such person in relation to the goods or the supply of services by the company and without limiting the generality thereof in particular any loss or damage consequential or otherwise howsoever suffered or incurred by any such person caused by or resulting directly from the supply of services or from any failure, breakdown, defect or deficiency of whatsoever nature or kind in any of the goods.

TITLE Notwithstanding that risk in the goods shall pass to the purchaser as provided herein, title to the goods (regardless of whether services are to be provided in respect thereof) shall remain with the company until all moneys owing by the purchaser to the company have been paid in full (whether such moneys are in respect of the moneys payable under specific contract arising herein or on any other account whatsoever) and until such time the purchaser shall, at the discretion of the company, store the goods s o as to indicate that they are the company's goods and the purchaser shall hold the goods as bailee thereof only subject to its right to deal with the goods in the ordinary course of business on the basis that any moneys received as a result of such dealin g shall be held by the purchaser for the benefit of the company.

TERMINATION The company may terminate any contract arising herein if in the reasonable opinion of the company the purchaser may have difficulty in making payments due under any contract arisi ng herein or elsewhere. Termination of any contract arising shall be without prejudice to any claims the company may possess against the purchaser.

CANCELLATION If for any reason the purchaser cancels its order after it has been accepted by the company or seeks to vary the order in any way, then the purchaser shall be liable for all sales tax liabilities, costs, expenses and losses whatsoever including the company's loss of profit resulting from such cancellation or revision.

MISCELLANEOUS Failure by the company to insist upon strict performance of any of the provisions herein or in any contract arising herein shall not be deemed a waiver thereof or of any rights the company has or may have against the purchaser and no express waiver by the company shall b e deemed a waiver of any subsequent breach of the said provisions. These conditions shall be governed and interpreted according to the laws in force in the state of New South Wales and the company and the purchasers hereby consent and submit to the jurisdi ction of the Courts of New South Wales held in Sydney