TERMS & CONDITIONS

iAUTO ENERGY PTY trading as iAUTOMATION CONTROLS

CONDITIONS OF SALE

1. Unless otherwise notified by us in writing, the following conditions shall apply in respect of Goods supplied or to be supplied by us (“Goods”): 1. PRICES: The prices quoted are subject to alteration without notice. The prices to be charged (including sales tax where applicable) will be our prices ruling at date of despatch of the Goods. The prices quoted exclude sales tax unless otherwise stated.

2. PACKAGING: The prices quoted are based on normal carton and similar packing. If special or other outside packaging is required, it will be extra to the prices quoted.

3. FREIGHT CHARGE: Unless otherwise notified, the charge quoted is for: only one delivery where the total quote value is equal and under $5,000; up to two deliveries where the total quote value is between $5,000 and $10,000; and up to four deliveries where the total quote value is over $10,000. Any additional deliveries required will be priced upon application on top of the charge quoted.

4. DELIVERY TIME: The time quoted is an estimate only given without engagement and if we or our suppliers or contractors are delayed due to circumstances beyond our or their reasonable control, the delivery time will be extended accordingly.

5. CONDITIONAL ORDERS: All conditions outlined on an order by the Purchaser will be considered approved from two months after order date should there be no prior notification by the Purchaser.

6. TERMS OF PAYMENT: Where appropriate credit arrangements have been approved by us, payment is to be made within 30 days from end of month of invoice date according to your signed contract agreement with this company – otherwise net cash with order or C.O.D., at our option.

7. LIMITATION OF LIABILITY: Nothing in these Conditions of Sale (including, without limitation, clause 7, 8 and 9) should be interpreted as attempting to exclude, restrict or modify the application of any applicable provisions of the Australian Consumer Law or your right to make a claim in respect of any Consumer Guarantees or under any provision of the Australian Consumer Law.

If you are a Consumer and the Goods are Non PDH Goods, then iAUTO ENERGY’s liability to you in relation to any claim relating to the Goods is limited, at iAUTO ENERGY’s option to:

7.1. the replacement of the Goods;

7.2. the supply of equivalent Goods;

7.3. the repair of the Goods;

7.4. the payment of the cost of replacing the Goods or of acquiring equivalent goods; or

7.5. the payment of the cost of having the Goods repaired.

8. CLAIMS: Claims will not be considered unless made in writing, quoting all relevant details, within seven days after delivery of Goods or in case of non-delivery within seven days from date of advice that Goods have been despatched.

9. RETURNS: Goods will not be accepted for return unless prior written arrangements have been made with us. A restocking fee of 25% will apply unless written authorisation is received from the state manager of iAUTO ENERGY.

10. CANCELLATION OF ORDERS: Orders may only be cancelled with our written consent and upon terms that will indemnify us against all losses and expenses.

11. PATENTS: Where goods are supplied in accordance with the Purchaser’s specification, the Purchaser shall indemnify us against all claims and demands in respect of the infringement of patent or other rights of third parties.

12. VARIATIONS: No variation or deletion of any of the above conditions will be binding on us unless assented to by us, in writing.

13. OWNERSHIP OF GOODS:

13.1. Upon delivery, the Goods shall be at Purchaser’s risk.

13.2.

13.2.1. Notwithstanding clause 13.1 above, property in the title to the Goods shall pass to Purchaser only when all moneys owing by the Purchaser to iAUTO ENERGY have been paid in full. Whether such moneys are in respect of moneys payable under a specific contract or any other account whatsoever. Until such time, the Purchaser shall hold the Goods as bailee for iAUTO ENERGY and will store or install the Goods in such a way that the Goods are still at all times clearly identifiable as the property of iAUTO ENERGY.

13.2.2. In the event that:

13.2.2.1. (where the Purchaser is a corporation) the Purchaser is wound up or a meeting is called to consider its winding up or is placed under administration or official management or a provisional liquidator or a receiver and manager is appointed or an encumbrancer takes possession of its undertakings or property or any part thereof; or

13.2.2.2. (where the Purchaser is a natural person) the Purchaser becomes insolvent or bankrupt or commits an act of bankruptcy or makes assignment for the benefit of a creditor or makes any arrangement with his or her creditor; or

13.2.2.3. the Purchaser parts with possession of the Goods otherwise by way of sale to a customer in the ordinary course of the Purchaser’s business; or

13.2.2.4. the Purchaser fails to pay all or any part of moneys due to iAUTO ENERGY on or before the due date for payment; or

13.2.2.5. any other conditions of the agreement between iAUTO ENERGY and the Purchaser are breached by the Purchaser;

iAUTO ENERGY shall have the immediate right to retake and resume possession of the Goods or equal to the value of the amount outstanding to iAUTO ENERGY, without notice.

13.3. For the purpose of retaking and resuming possession of the Goods, iAUTO ENERGY may enter upon any premises occupied by the Purchaser or any other place where the Goods are stored or where they are reasonably thought to be stored, without notice, and may do all things necessary in order to retake and resume possession of the Goods. The Purchaser shall be liable for all costs of whatsoever nature and associated with the exercise of iAUTO ENERGY’s rights under clause 13.2 and 13.3, which shall be payable by the Purchaser on demand by iAUTO ENERGY.

13.4. Unless otherwise notified in writing, the Purchaser is authorised to sell the Goods in the ordinary course of business. If the Purchaser onsells the Goods, the Purchaser shall sell as agent and bailee for iAUTO ENERGY at law in equity and shall hold the proceeds thereof in trust for iAUTO ENERGY and shall not mingle the proceeds with other moneys or pay them into an overdrawn bank account and the proceeds shall be identified at all times as iAUTO ENERGY’s money so long as there is any credit outstanding in the account of the Purchaser or any moneys owing by the Purchaser to iAUTO ENERGY.

14. INSURANCE: It is the responsibility of the customer for insurance of all iAUTO ENERGY Goods and equipment once these are delivered and accepted on site.

15. GST CLAUSE: Should GST become payable in respect of any supply made under the quote or order, the party liable to pay for the goods and services is obliged to pay an amount equal to the GST payable in respect of the goods and services in addition to the consideration otherwise payable. The time when the GST will be payable for the goods and services is the time when the price otherwise payable for this supply is to be paid. If the purchaser is required to pay, reimburse or contribute to an amount paid or payable by iAUTO ENERGY in respect of an acquisition from a third party for which iAUTO ENERGY is entitled to claim an input tax credit, the amount required to be paid, reimbursed or contributed by the purchaser will be the value of the acquisition by iAUTO ENERGY plus, if iAUTO ENERGY recovery from the purchaser is taxable supply, and GST payable by iAUTO ENERGY.

16. PPSA: Words and expressions used in this clause which are not defined in these conditions but are defined in the Personal Property Securities Act 2009 (Cth) (PPSA) have the meaning given to them in the PPSA. Without limiting anything else in these conditions, the Purchaser consents to iAUTO ENERGY affecting a registration on the Personal Property Securities Register (PPSR) in relation to any security interest created by or arising in connection with or contemplated by these conditions, including without limitation the security interest created under clause 13. The Purchaser agrees to promptly do all things necessary to ensure that any security interest created under these conditions is perfected and remains continuously perfected, iAUTO ENERGY’s priority position is preserved or secured and any defect in any security interest, including registration, is overcome. The Purchaser must indemnify, and on demand reimburse, iAUTO ENERGY for all expenses incurred in registering a financing statement or financing change statement on the PPSR, and for the enforcement of any rights arising out of any of iAUTO ENERGY’s security interest. The Purchaser must not change its name, address or contact details without providing prior written notice to iAUTO ENERGY and must not register a financing change statement or a change demand without iAUTO ENERGY’s prior written consent. To the extent that the PPSA permits, the Purchaser waives its rights to receive a copy of an verification statement or financing change statement; to receive any notice required under the PPSA, including notice of a verification statement; to reinstate the security agreement by payment of any amounts owing or by remedy of any default; and under sections 95, 96, 117, 118, 120, 121(4), 123, 125, 126, 127, 128, 129, 130, 132, 134(2), 135, 136(3), (4) and (5), 137, 142, and 143 of the PPSA. The Purchaser may only disclose information or documents, including information of a kind referred to in section 275(1) of the PPSA, if iAUTO ENERGY has given prior written consent.