WALSH HOLDINGS QLD PTY LTD ACN A 132 743 634 AND B BNE PTY LTD ACN 15 50 804

461 PURCHAS SE ORDER TERMS AN ND CONDITIONS 1. Ackn nowledgment The terms and condi 1.1 itions contained or descr ribed in this Purchase Ord der including the Specific cations ("the Purchase Orde er") are the only agreeme ent between the Buyer an nd the Seller unless otherw wise agreed to by the Buy uyer in writing and the ter rms and conditions of this Purchase Order shall pr revail in the event of any con nflict with any other agre eement the Buyer has wit th the Seller. 1.1.1 By agre eeing to supply the Good ds described in this Purch hase Order, the Seller acc cepts all terms a and conditions hereby con ntained in this document; and 1.1.2 All term ms and conditions of the Head Contractor also apply to the Seller. 1.2 The acceptance of th he Purchase Order by the e Seller is deemed to be acceptance a of the terms o of the Purchase Order here ein contained. The Purch hase Order will also be accepted by the Seller by the supply of any Good ds or the performance of any a work set out in the Purchase Order. Defin nitions 2.1 rsonal Property Securitie es Act 2009 (Cth). "Act" means the Per "Buyer" means WA ALSH HOLDINGS QLD PTY LTD ACN 132 743 3 634 and BNE PTY LTD D 2.2 ACN 150 804 461. "Construction Sched dule" means the Head Co ontractor's outline of construction activities which h guides 2.3 sub-trades and supp pliers in planning and coo ordinating for the comple etion of work. "Defective" means G Goods and/or Services (o or any aspect of them) wh hich are not in accordanc ce with 2.4 the Purchase Order or which are damaged, deficient, d faulty, inadequa ate, incomplete or not in accordance with the e Specifications. "Defects Liability Period/DLP" means the pe eriod of twelve (12) mon nths from the installation and 2.5 use in its ordinary operat ting capacity for the purpose for which the Goods s were commencement of u installed, during wh hich the Buyer may return n or make good any defective Goods and/or Servi ices to the Seller. "Delivery Address" means the address specified by the Buyer to the Seller S in the Purchase Or rder. 2.6 ecified on the Purchase Order. O "Delivery Date" means the delivery date spe 2.7 rovision of Goods and Se ervices Tax under the A New N Tax System (Goods & "GST" means the pr 2.8 Services Tax) Act 19 999 (Cth). "Goods" means the goods, if any, described on the Purchase Order. 2.9 "Head Contractor" m means the Principal Cont tractor who has engage th he Buyer to install the Go oods 2.10 supplied under this Purchase Order. "Price" means the pr rice specified in the Purc chase Order, which includ des all taxes, duties, cost ts, charges 2.11 (including any deliv very, packaging, carriage e, shipping and insurance costs) but excludes GST T or as otherwise reduced o or offset hereunder. "Purchase Order" m means the purchase order of Goods and/or Services issued by the Buyer to t the Seller 2.12 from time to time co ontaining, amongst other r things, a description of the t Goods and/or Service es. "Secured Goods" m means all of the Seller's pr resent and future right and interest in the Goods pu purchased 2.13 under the Purchase Order by the Buyer. has the same meaning as defined in the Act. "Security Interest" h 2.14 "Seller" means the s seller of the Goods and/or Services described as such in the Purchase Orde er. 2.15 "Services" means an ny duty or labour perform med by the Seller for the Buyer. 2.16 "Specifications" means the specifications, dr rawings, samples or other r description of the Good ds by the 2.17 Head Contractor an nd as otherwise disclosed by the Buyer to the Selle er in writing. WALSH HOLDINGS QLD Q PTY LTD ACN 132 2 743 634 and BNE PTY LTD "Terms" means the W 2.18 ACN 150 804 461 T Terms & Conditions. ds and Services Good 3.1 o purchase Goods and/or r Services from the Seller r. The Buyer wishes to 3.2 The Seller must ensu ure that the Goods are in n accordance with and con nform to all specification ns, drawings, samples o or other description ("the e Specifications") of the Buyer B and the Head Cont tractor which the Seller ack knowledges will be acces ssed by the Seller by dire ect arrangement with the Head Contractor. Any in-progress inspection by the t Buyers, employees or r agents or other represen ntatives does not affect this r requirement. Any failure e by the Seller to meet th he Specifications is at the e risk of the Seller and any c costs incurred by the Buy yer will be at the expense of the Seller. 3.3 Any changes to the Goods that do not compl ly with the Specifications s by the Seller may only b be made by prior written noti ification to the Buyer and d written acceptance by the t Buyer of those chang ges. Otherwise, if Goods s are not in accordance with w the Specifications the en the Buyer may choose e to: 3.3.1 Accept t the Goods, in which the e Seller will be responsibl le for any damage, cost o or expense incurred by the Buyer as a a result of the failure of o the Goods to meet the Specifi ications; or 3.3.2 Reject the Goods in which case e the provisions of Clause e 5 will apply. 3.4 In consideration of p payment of the Price by the t Buyer, the Seller mus st supply to the Buyer the e Goods and/or perform the S Services in accordance with w the Purchase Order (which includes these Pur rchase Order Terms & Con nditions). 3.5 To the extent the Se eller's Terms & Condition ns are supplied with the Goods G or Services (includ ding as printed on consignm ment notes or other docum ments), those Terms & Conditions C will be of no fo force or effect and will not b bind the Buyer and will not n constitute part of this Purchase Order (even if any agent or other representati ive of the Buyer signs those Terms & Conditions or annexes those Terms & Conditions to this P Purchase Order). 3.6 The Seller indemnif fies the Buyer against any y costs including but not limited to liquidated dam mages incurred by the Buy yer from the Head Contra actor due to the Seller's delay in delivering the Go oods or performing the Serv vices. Deliv very The Seller must perf 4.1 form the Services or deli iver the Goods to the Del livery Address by the De elivery Date. 4.2 The Seller must obta ain from the Buyer a poin nt of delivery at the Delivery Address, specifying g the precise location whe ere the Goods are to be delivered. d 4.3 The Seller must prov vide sixteen (16) days' no otice of delivery to the Buyer B to allow the deliver ry of the Goods to occur. The Delivery Date i is indicative only and is given g in accordance with the Construction Schedu ule of the 4.4 The final Delivery Date will w be subject to changes s in accordance with the Head Contractor. T Construction Sched dule of the Head Contract tor and any costs associat ted with any such delays in the Construction Sched dule will be at the expense e of the Seller. The Buyer reserves the right to accept or reje ect the delivery of any Goods that are not delivere ed strictly 4.5 in accordance with t this Clause 4. Any Good ds that are rejected becau use their delivery is not in n accordance with this Clause 4 are to be pick ked up and removed from m the site by the Seller at t the sole expense of the Selle er on the same day as the e delivery or if held, then Clause 4.7 concerning st torage and holding costs w will apply. Goods may only be delivered to the Delivery y Address upon the Seller receiving the Buyer's w written 4.6 consent. Any costs (including but not limite ed to, damages, insurance e, replacement costs due to lost or stolen Goods) incur rred by the Buyer due to non-compliance n by the Seller S will be at the expen nse of the Seller. Any costs incurred b by the Buyer that is assoc ciated with the holding or storage of Goods that h have been 4.7 delivered before the e Delivery Date or withou ut the written consent of the Buyer, will be at the expense of the Seller. ccordance with this Clau use 4, delivery of Goods is i not recognised unless i it is Otherwise then in ac 4.8 acknowledged in wr riting by the Buyer or an n employee of the Buyer. The Seller must take all l necessary steps to e ensure that an employee of o the Buyer is present at the time of delivery. An ny costs yer due to non-complianc ce by the Seller will be at t the expense of the Seller er. incurred by the Buy Any cost incurred by y the Buyer resulting fro om the late delivery of Go oods by the Seller will be e at the 4.9 expense of the Selle er and will be determined d in accordance with the terms t and conditions of t the Head Contractor. The Seller must ensu ure that the Goods are su uitably packed to avoid damage in transit or in sto orage. 4.10 Packages must be m marked with the Purchase Order number, item num mber, destination, content nts, 4.11 quantity, date and m method of dispatch and weight w of each package. The Buyer will insp pect all Goods upon deliv very and must give notice e in accordance with Clau use 5 if 4.12 any Goods are dama aged, wrongly supplied or o not in accordance with h the Purchase Order. ction and Return of Goods Rejec 5.1 ved subject to inspection n within a reasonable time e after delivery or before e delivery All Goods are receiv at the Buyer's discre etion irrespective of date of payment. Signed delivery doc ckets do not mean accepta ance by the Buyer of Goo ods delivered but only th he number 5.2 of packages or carto ons delivered. The Buyer must pro omptly notify the Seller of o any defects appearing and a hold Goods so found d to be 5.3 Defective for the Se eller's instructions and at the Seller's risk for a rea asonable period not excee eding forty five (45) days. . If the Seller's instructio ons are not received within two (2) weeks from th he date of notification, the Buy yer may return the Defec ctive Goods to the Seller's premises at the Seller's expense and risk and any exp pense incurred by the Bu uyer in such return is payable forthwith by the Sel ller and may be offset by the e Buyer against any mon neys otherwise due by the e Buyer to the Seller. Th his condition shall appl ly notwithstanding that th he Goods or Services hav ve been inspected or teste ed or that the Buyer has paid f for the Goods or Services s. No Seller shall charge more than 10% res stocking fee for any Goo ods returned by the Buyer r. The Goods must be accepted a by the Seller reg gardless of whether the Goods G are in its original packaging p or not. No time lim mit applies for the return of any Goods. 5. .5 The Buyer may use u the Goods and/or Ser rvices of a competitor of f the Seller to replace any y Goods that are deemed to be e Defective. 5. .6 If, during the DL LP, any of the Goods or S Services are found to be Defective, D the Buyer may y do all or any of the follow wing: 5.6.1 Acc cept the Defective Goods s or Services; 5.6.2 Return the Defective Goods s to the Seller; 5.6.3 Reject the Defective Goods;; or 5.6.4 Retain any amount owed by y the Buyer to the Seller until u such time as the Def fective Goo ods are repaired, replaced d or made good in accord dance with Clause 5.8 an nd Clause 5.10. 5. .7 The Seller must within two (2) weeks or as otherwise agreed to in n writing by the Buyer: 5.7.1 Rep pair, replace or make goo od the Defective Goods; 5.7.2 Re-perform or make good th he Defective Services; or r 5.7.3 Reimburse the Buyer for any y expenses incurred in re epairing, re-performing or o making good (as the case may be) an ny Defective Goods or Services; at the Seller's expense. 5. .8 Notwithstanding g Clause 7.1, the Buyer m may withhold payment of f all or any part of the price for any Goods and/or Se ervices until such time th hat the Goods and/or Serv vices have been used in th he ordinary operating conditions for which they were e purchased and/or installed for a period of three (3) ( months or until such tim me that the Buyer is satisfi fied that the Goods and/or Services are not Defect tive. Upon the Buyer being satisfied that the Goods and/or Services are not Defective, D the amount ret tained will be paid to the Seller. The Seller may not cla aim any interest on any Goods G throughout the DL LP. 5. .9 If the Defective Goods are returned or rej ejected then the Seller sha all refund the entire price e of the Goods and any GST G to the Buyer withou ut limiting any other amount that the Seller may owe o to the Buyer because of o the Defective Goods or r otherwise. 5. .10 If the Buyer elec cts to accept the Defective ve Goods or Services, the Seller shall pay the Buy yer the amount that wou uld be required to repair o or such other cost incurre ed by the Buyer by accep pting the Defective Goods s or Services but in any c case under this Clause 5 no n more than the purchas se price. 5. .11 Delay by the Buy yer in acting under Claus se 5.6.2 to 5.6.4 shall in no n way constitute acceptance under Clause 5.6.1. Title T and Risk 6. .1 The Seller must take all necessary steps tto ensure that any Securit ty Interest registered ove er any s is discharged up pon payment of the Price e by the Buyer. Secured Goods supplied 6. .2 Risk in the Good ds passes to the Buyer wh hen the Goods are delivered to the Delivery Addr ress in compliance with h Clause 4. 6. .3 Nothing in the co onduct of the Buyer or th he transfer of property in the Goods (including de elay that is or is not the fault of the Buyer or of any per rson who represents the Buyer) B alters the incidenc ce of risk under this Clause 6. Price .1 The Buyer must pay the Seller the Price f for the Goods and/or Ser rvices. 7. 7. .2 The Price is inclu usive of all costs incurred ed by the Seller in the sup pply of the Goods and/or performance of the Services, including all charges for r packing, insurance and delivery d of the Goods and the cost of o supplied in the perform mance of the Services. any items used or 7. .3 The Price is inclu usive of all taxes and dutties, except GST. 7. .4 Any increases in n price must not be made without the Buyer's prio or written consent. 7. .5 The Buyer reserv ves the right to withhold any payments of the pur rchase price owed to the Seller S in accordance with Clause 5.8 and 5.10. GST G 8. .1 If GST is impose ed on any supply made by by the Seller under or in connection c with this Purc chase Order, the Seller may re ecover from the Buyer, in n addition to the Price, an amount equal to the GS ST payable in respect of that su upply. 8. .2 The Seller must first provide the Buyer w with a valid tax invoice before the Buyer will pay the GST eller. amount to the Se In nvoicing 9. .1 Any invoices rec ceived from the Seller in relation to any Goods an nd/or Services that have been b delivered or perf formed to the Delivery A Address without the prior written consent of the Buyer B will not be recognised or r processed by the Buyer r until such time as delive ery is accepted. Delivery y is taken not to be accepted until the final Delivery Da ate if the Goods are being g stored by the Buyer at its i election in accordance with Clause 4. 9. .2 All invoices issu ued by the Seller must be e received by the Buyer by no later than the third day d of the month following g the month in which the Goods are delivered and d accepted by the Buyer ("the ( Invoice Month"). Any in nvoices received after thi his period will be processed in the month followin ng the Invoice Month. 9. .3 Upon delivery of f the Goods and/or comp pletion of the Services, th he Seller must provide to the Buyer a valid tax invoice e by the due date specifie ed in Clause 9.2, which must m include the followin ng information: 9.3.1 A re eference to this Purchase e Order and the relevant Contract C (if any) includin ng the item num mbers on the Purchase Or rder and the Contract num mber; 9.3.2 A detailed description of the e delivered Goods or perf formed Services, includin ng the date of delivery d and/or period of f Services in respect of wh hich the invoice relates in n the relevant quantity; 9.3.3 An individual reference num mber for the Buyer to quo ote with remittance of pay yment; 9.3.4 The e Price relating to the Goo ods and/or Services, brok ken down to reflect the sa ame Price com mponents of the Purchase e Order; 9.3.5 The e amount of any applicabl ble GST; 9.3.6 The e Buyer's operation and si site; and 9.3.7 The e Buyer's contact name. 9. .4 If the Buyer requ uests, the Seller must pro ovide the Buyer with all relevant r records to calcul late and verify the amoun nts set out in any tax invo oice. 9. .5 The Buyer is not t obliged to approve any invoice submitted in acc cordance with this Clause e 9 and may withhold approv val and/or money due to tthe Seller under this Purc chase Order if the Goods or Services (or any part of th hem) are Defective. 9. .6 Subject to Clause 9.5, the Buyer will pay y all tax invoices that com mply with Clauses 9.2 and d 9.3 within thirty five (35) days d of the end of month (as the case may be) exc cept where the Buyer disp putes the invoice, in which h case: 9.6.1 The e Buyer may withhold pay ayment pending resolution of the dispute; and 9.6.2 If th he resolution of the dispu ute determines that the Bu uyer must pay an amount t to the Sell ler, the Buyer must pay th that amount upon resoluti ion of that dispute. Se et Off 10 0.1 The Buyer may reduce r or set off any paym yment due to the Seller un nder this Purchase Order by any amount which th he Seller must pay the Bu uyer, including costs, cha arges, damages and expen nses and any debts owed by th he Seller to the Buyer on n any account whatsoever r. This does not limit the e Buyer's right to recover those t amounts in other w ways. Warranties W 11.1 The Goods and/o or Services must be fit fo or the purpose for which goods of the same kind are a commonly suppl lied and any other purpos se made known to the Se eller. The Goods and/o or Services must be of me merchantable quality and to t be free from defect in material and 11.2 workmanship; an nd The Goods and/o or Services must carry an ny applicable manufactur rer's warranty which pass ses on to any 11.3 buyer or customer from the Buyer withou ut liability to the Buyer. The Seller must assign to t the Buyer at the request of the Buyer the benefit off any warranty or guarantee that the Seller has received from hether under contract or b by implication or operation of law). any supplier (wh Royalties R 12 2.1 Goods are for the use of or re-sale by the e Buyer or its associated entities e and may be incor rporated in any products (whether owned or used or possessed by the Buyer) ). 12 2.2 The Seller must not make any claim for r royalties or other addition nal compensation from th he Buyer by -sale or manufacture. reason of or connected with such use, reCancellations C 13 3.1 The Buyer may cancel c this Purchase Ord der by writing if the full amount a of all Goods orde ered is not delivered to its premises p on or before the e Delivery Date specified d in this Purchase Order. 13 3.2 The Seller does not n have and may not pro osecute any claims whats soever at law or in equity y against the Buyer if the Buy yer cancels the Purchase O Order under the precedin ng sub-clause. 13 3.3 The Seller must, in addition to any other liability, pay the costs of f removing the Goods fro om the he Purchase Order under this Clause 13. Buyer's premises, if the Buyer cancels th Other O 14 4.1 The Seller will view v the full terms and co onditions at http://www.c coolairsolutions.com.au/. 5. .4

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