Terms & Conditions

INNOMATION PTY LTD (ABN 86 632 546 162)

TERMS & CONDITIONS FOR SUPPLY OF GOODS & SERVICES

These Terms and Conditions apply to every supply of Goods and/or Services by the Company to the Customer. Each Order for Goods and/or Services made by the Customer and accepted by the Company will be an individual contract for the sale of those Goods and/or Services on these Terms and Conditions.

1. Agreement

1.1 Unless expressly agreed otherwise, these Terms and Conditions, together with any Agreement, constitute the entire agreement between the Company and the Customer to the exclusion of all other terms and conditions or representations whatsoever expressed or implied, whether oral or in writing.

1.2 Any Agreement must be read in conjunction with and is considered to be subject to these Terms and Conditions.

1.3 These Terms and Conditions will prevail over any term or condition specified in any Agreement, to the extent of any inconsistency.

1.4 The Company’s employees or agents are not authorised to make any representations concerning the Goods and/or Services unless confirmed by the Company to the Customer in writing.

1.5 Any advice or recommendation given by the Company or its employees or agents to the Customer as to the installation, storage, application or use of the Goods and/or Services which is not confirmed in writing by the Company is followed or acted upon entirely at the Customer’s own risk and the Company will not be liable for any such advice or recommendation which is not so confirmed.

1.6 Any typographical, clerical or other error or omission in any sales literature, Agreement, invoice or other document or information issued by the Company will be subject to correction without any liability on the Company’s part.

1.7 All specifications, dimensions, descriptions and illustrations contained in any sales literature, Agreement or other advertisement materials are intended merely to present a general idea of the Goods and/or Services that the Company supplies. The Company reserves the right from time to time to make changes to these.

1.8 These Terms and Conditions and the Agreements shall continue until all relevant Goods and/or Services are delivered/supplied or these Terms and Conditions and the Agreements are terminated in accordance with these Terms and Conditions and the terms of the Agreements and all Prices and Charges have been paid by the Customer. Where there are any outstanding payments owed to the Company by the Customer following final

delivery/supply of Goods and/or Services or termination of these Terms and Conditions and the Agreements, the Company shall be entitled to issue a final tax invoice for all Goods and/or Services supplied whether complete or partial, and these Terms and Conditions and the Agreements will continue to apply until such tax invoice has been paid in full.

2. No Warranties

2.1 To the extent permitted by law, except where expressly agreed in writing to the contrary, all terms, conditions, warranties, undertakings, inducements or representations, whether express, implied, statutory or otherwise, relating in any way to the Goods and/or Services are excluded from these Terms and Conditions and the Agreements.

2.2 Without limiting the above, except where expressly agreed in writing to the contrary, to the extent permitted by law, the Company expressly excludes any warranties or representations, whether express or implied relating to:

(a) the suitability of the Goods and/or Services for the purpose(s) which the Customer intends to use the Goods and/or Services; and

(b) delivery time/supply timeframe of Goods and/or Services.

2.3 The Customer does not rely on any warranty, representation or calculation made by the Company or any of its employees or agents which has not been expressly included in these Terms and Conditions or any Agreement.

3. Order

3.1 Each Order for the Goods and/or Services constitutes an offer by the Customer to purchase the Goods and/or Services from the Company pursuant to these Terms and Conditions.

3.2 All Orders are subject to the Company’s written acceptance. The Company may accept or decline an Order for any reason. An Order of Goods and/or Services will only be binding upon the Company’s acceptance which will be confirmed in writing to the Customer.

4. Price and Payment

4.1 The Price of the Goods and/or Services shall be the Price.

4.2 All Prices are exclusive of GST unless otherwise stated, and the Customer is required to pay all GST payable in addition to any Price.

4.3 All payments are to be made in full by the Customer to the Company without deduction or equitable or other set-off whatsoever.

4.4 A Quote is valid for the time specified in the Quote and if no time is specified, for seven (7) days only and shall expire thereafter if an Order is not submitted within that time.

4.5 The Company may at any time and without notice to the Customer:

(a) vary the Price for the Goods and/or Services to reflect any increase in the cost to the Company which is due to factors occurring that are beyond the Company’s reasonable control (including without limitation, government levies, foreign exchange fluctuations, taxes and duties and the cost of labour, materials and other manufacturing costs); and

(b) vary the advertised price of the Goods and/or Services not yet subject to an Order or Quote.

4.6 The Company will invoice the Customer for the Goods and/or Services and any additional Charges and the Customer shall pay the Company the invoiced sum within the time specified in such invoice, the relevant Quote or Order, or, if no time is specified, in accordance with the Customer’s credit term applicable to the Credit Account associated with the purchase, or, if no such term is specified, within 14 days of the invoice date (Payment Due Date).

4.7 Time of payment is of the essence. If payments are not made by the Payment Due Date, the Company may:

(a) charge interest on any overdue amount at a rate equivalent to 5% above the business overdraft rate of its principal banker, as determined and calculated by the Company;

(b) require compensation for all administration costs for any accounts or tax invoices that remain outstanding after the Payment Due Date; and

4.8 If any bank charges are incurred as a result of failure for any reason of the Customer’s bank to honour any payment made by the Customer, the Customer will reimburse the Company within seven (7) days of such charges being notified to the Customer and any such sums shall constitute a debt payable immediately on demand by the Customer to the Company.

4.9 The Company may require a deposit or upfront payment from the Customer for the Goods and/ or Services.

4.10 Payment must be made in the same currency as stated in any Quote or Order. If the currency is not so stated, then payment must be made in Australian dollars.

4.11 All payments are to be made by cash, cheque, electronic funds transfer, or such other method as approved by the Company in writing.

5. Delivery, Supply and Passing of Risk

5.1 The date of delivery/supply timeframe of Goods and/or Services will be as specified in an Order or Quote, unless otherwise advised by the Company.

5.2 Any delivery date/supply timeframe the Company advises the Customer of is approximate only and the Company will not be liable for any delay in or non-delivery/non-supply of the Goods and/or Services.

5.3 The Company reserves the right to deliver/supply in instalments and all such instalments, where separately invoiced, shall be paid for without regard to the delivery/supply of subsequent instalments. A part delivery/supply shall not invalidate the balance of the delivery/supply.

5.4 To the extent a Quote/Order is in respect of Goods:

(a) delivery is deemed to have taken place when:

(i) Goods are delivered by the Company to the Site or other address nominated by the Customer; or

(ii) the Goods are ready for collection by a third party nominated by the

Customer to act on its behalf, at a location nominated by the Customer;

(b) the Company reserves the right to charge a reasonable fee for the delivery of the Goods, which charge may be applied to the Customer’s Credit Account unless otherwise agreed in writing with the Company;

(d) the Customer shall at its own expense insure the Goods against all risks for the full Price of the Goods from the date of delivery and shall keep such insurance current until payment for the Goods has been made in full to the Company.

5.5 To the extent a Quote/Order is in respect of Services:

(a) supply is deemed to have taken place when the Services at the Site reach Practical Completion; and

(b) notwithstanding clause 10, risk in the Services and any Goods that are the subject of the Services are at the Company’s risk until Practical Completion.

5.6 Delivery dates/supply timeframes are not to be treated as essential conditions of the supply of the Goods and/or Services by the Company.

5.7 If the Customer cancels a delivery/supply once a delivery date/supply timeframe has been agreed, the Company may charge a cancellation fee in its absolute sole discretion. The Customer must pay this cancellation fee to the Company before the Company will make any further attempt to deliver/supply the Goods and/or Services.

5.8 It is the Customer’s responsibility to ensure that it is prepared to take delivery/supply once a delivery date/supply timeframe has been agreed. It is also the Customer’s responsibility to ensure there is adequate access to the Site or other address nominated by the Customer.

5.9 Subject to sub-clause 6.3, delivery/supply dates shall not be varied once they have been agreed, without the Company’s prior written approval. In the event the Customer is not prepared to take delivery/supply and the delivery/supply dates are varied, the Company shall be entitled to charge the Customer for all reasonable costs for the return, storage and re-delivery of the Goods (as applicable). Where delivery/supply is postponed for more than three (3) months the Company may in its absolute discretion increase the Price for the Goods and/or Services to reflect the Company’s then current advertised price list.

5.10 The Company reserves the right to sub-contract any delivery/supply service.

5.11 The Customer agrees that the Company fulfills its obligations under these Terms and Conditions once the Goods and/or Services are delivered/supplied to the Customer, as provided for in this clause 5, subject to clauses 9 and 10.

6. Delay

6.1 The failure of the Company to deliver at a specific time/supply within a specific timeframe shall not constitute a breach or repudiation of these Terms and Conditions or any Agreement.

6.2 The Company shall have no liability in respect of any claim, liability, action, suit, demand, damages, losses, costs or expenses of any nature whatsoever arising directly or indirectly for any failure or delay in delivery/supply of the Goods and/or Services due to a Force Majeure Event, or the Customer’s failure to provide the Company with adequate delivery/supply instructions or other instructions which are relevant to the supply of the Goods and/or Services.

6.3 In the event of any non-delivery/non-supply or delay due to such causes then the date of delivery/supply shall be extended for a period equal to the time lost by reason of delay as determined by the Company acting reasonably. The Company will take reasonable steps to mitigate the effects of such delay.

7. Retention of Title

7.1 To the extent a Quote/Order is in respect of Goods, interest in and title to the Goods will not pass to the Customer until the Company has received payment in full of the Price of the Goods together with any delivery charges or other fees and charges imposed by the Company from time to time.

7.2 Until the Company has been paid in full for the Goods the Customer shall:

(a) store the Goods separately so as to identify the same as the property of the Company;

(b) hold the Goods as bailee on behalf of the Company; and

7.3 Without limiting the above, until payment of the Price and applicable Charges has been made in full and title of the Goods passes to the Customer, the Company reserves and retains the following rights in relation to the Goods:

(a) to enter the Site, the Customer’s premises or the premises of any associated entity or agent of the Customer where the Goods are located, without liability for trespass or any resulting damage and retake possession of the Goods; and

(b) to keep or re-sell the Goods repossessed under this clause 7.

7.4 Without limiting clause 8, nothing in this clause 7 entitles the Customer to return any Goods either pursuant to this clause 7 or clause 9 without first obtaining the consent of the Company which consent may be withheld or granted by the Company in its sole discretion.

8. Cancellation, Variation and Returns

8.1 The Company may cancel or vary any Order for undelivered/unsupplied Goods and/or Services at any time by giving written notice. On giving such notice the Company shall repay to the Customer any sums paid in respect of deposit or the Price for the Goods and/or Services.

8.2 If the Company cancels or varies any undelivered/unsupplied Goods and/or Services, the Customer acknowledges and agrees it will not be liable for any subsequent loss or damage to the Customer and the Customer will not prosecute any claim in law or equity against the Company.

8.3 Cancellation or variation of any undelivered/unsupplied Goods and/or Services by the Customer will only be with the written consent of the Company in its sole discretion.

8.4 The Customer must indemnify the Company in respect of all costs and/or losses consequently incurred by the Company in the cancellation or variation of undelivered/unsupplied Goods and/or Services.

8.5 If the Customer cancels or varies any undelivered/unsupplied Goods and/or Services, the Customer will pay to the Company all outstanding invoices for all Goods and/or Services provided to the Customer up to the date of cancellation/variation, including invoices for Goods and/or Services that cannot be cancelled/varied.

8.6 Without limiting clause 9, Goods are not returnable by the Customer without the prior written approval of the Company in its sole discretion, which approval may be subject to conditions.

8.7 Without limiting clause 9, no custom-made Goods, nor any Goods imported by the Company to satisfy the Customer’s Order are returnable.

8.8 If the Company agrees to accept returned Goods from the Customer pursuant to this clause 8, the Customer must return the Goods to the Company at any place, by carrier method, and on any other terms as directed by the Company.

8.9 The Customer will pay a restocking fee to the Company (if applicable) in respect of any returned Goods.

9. Non-compliant and Defective Goods/Services

9.1 The Customer shall inspect the Goods on delivery and the Services upon supply (if applicable) and shall within seven (7) days of delivery/supply notify the Company of any alleged defect or shortage in quantity, damage or failure by the Company to comply with an Order or Quote.

9.2 Any claim that Goods delivered and/or Services supplied have not been done so in accordance with an Order or Quote must be communicated promptly to the Company. The Customer must set out in writing the details of any such claim.

9.3 If the Customer believes the Goods and/or Services are non-compliant or defective in any way the Customer shall afford the Company an opportunity to inspect or remove/re-supply the Goods and/or Services within a reasonable time following delivery/supply and must store the Goods appropriately and in accordance with any instructions given by the Company until such inspection or removal/re-supply.

9.4 The Customer holds any allegedly non-compliant or defective Goods at its own risk pending the inspection or removal/re-supply of the Goods by the Company or instructions of the Company as to the disposition of the Goods.

9.5 The Customer must take all reasonable precautions to prevent the use of the non-compliant or defective Goods.

9.6 If the Customer fails to notify the Company pursuant to this clause 9 then the Goods and/or Services shall be deemed to have been delivered/supplied compliant and free from any defect or damage at the expiration of seven (7) days after delivery/supply.

9.7 Subject to clause 10, if it is agreed by the Parties the Goods and/or Services are non compliant or defective, the Company’s liability is limited, at the Company’s discretion, to providing to the Customer a refund, credit or replacement funds in respect of the Goods and/or Services or to replacing the Goods/re-supplying the Services.

9.8 Where the Company undertakes to replace/re-supply the Goods and/or Services, the Company will be responsible for the costs of actual replacement/re-supply works in respect of the Goods and/or Services only and any associated costs (including removal or transportation costs) shall be borne by the Customer.

9.9 It is the Customer’s responsibility to ensure the Goods, when used by the Customer, are used in accordance with any written instructions supplied by the Company (if any).

10. Limitation of Liability

10.1 Notwithstanding any other provision of these Terms and Conditions, the Company’s liability in respect of any claim, liability, action, suit, demand, costs or expenses is limited to the Price of the Goods and/or Services or the limit of the Company’s Insurances (whichever is the lesser).

10.2 Without limiting the above, subject to the Customer’s rights under the Australian Consumer Law and to the fullest extent permitted by law, the Company shall not be liable to the Customer:

(a) in respect of any loss of profit, economic loss or damage (including consequential loss or damage) caused by, but not limited to, the following:

(i) a breach of contract or common law duty (including negligence) by the Company, its employees, agents or subcontractors;

(ii) Force Majeure events;

(iii) the use of the Goods by the Customer for other than their intended purpose;

(iv) the use with or connection of the Goods to item(s) not approved by the Company;

(v) the performance of maintenance or attempted repair of the Goods by person(s) other than the Company or other persons not authorised by the Company; and

(vi) any configuration or reconfiguration by the Customer of the Goods; or

(b) for any claim, liability, action, suit, demand, costs or expenses in respect of any damage to any property or to any person, including property and persons on the Site or other address nominated by the Customer, on any account arising from delivery/supply of the Goods and/or Services to the Customer, and the Customer will hold harmless, indemnify and keep indemnified the Company therefrom, except to the extent the damage was caused by the negligent acts or omissions of the Company, its employees or agents.

11. Site/nominated address

11.1 Unless stated otherwise in any Quote or Order, the Customer is responsible for applying for and obtaining any necessary statutory approvals, or other approvals from government, local governments, council authorities and any other third parties in respect of any works to be undertaken by the Company on the Site or other address nominated by the Customer as part of its supply of Services to the Customer.

11.2 The Customer must obtain the necessary approvals within 30 days of the date of the relevant Quote or Order and must provide written confirmation to the Company once any and all approvals have been obtained.

11.3 Any Quote or Order is prepared Site/address unseen from information supplied by the Customer. As a result, any additional costs associated with the delivery and installation of the Goods and other Services which were not identifiable from the information supplied by the Customer may be charged to the Customer.

11.4 The Customer warrants that the Site/nominated address is fit for purpose, appropriate, suitable, stable, accessible and immediately ready for the supply of the Goods and/or Services and any works related to the Services (as applicable).

11.5 The Customer will ensure the Site/nominated address is maintained as a safe environment and will indemnify and keep indemnified the Company, its employees and agents from any harm or damage suffered on any account arising from delivery/supply of the Goods and/or Services at the Site/nominated address.

12. Default by the Customer

12.1 The Customer shall be in default if the Customer:

(a) fails to pay the Price by the Payment Due Date;

(b) fails to pay any Charges as and when they fall due;

(d) experiences a Distress Event.

12.2 In the event of a default by the Customer, in addition to its rights under clause 4, the Customer shall be entitled to:

(a) cease and terminate all Credit Accounts with the Customer;

(b) cease any further delivery/supply of Goods and/or Services and refuse any further Orders;

(d) require re-delivery of the Goods to it at the expense of the Customer, and shall notify the Customer in writing if it takes any such actions.

12.3 In the event of a default by the Customer, in addition to its rights under clause 4 and above, the Company shall be entitled to recover any or all of the following agreed reasonable default charges in addition to the Price and other Charges:

(a) all legal costs incurred by the Company on a solicitor/client basis for any work associated with or resulting from a default by the Customer or collection of overdue payment;

(b) the full indemnity costs of lodging any caveat or registering or recording any PPSA security interest granted herein, including legal costs associated with such;

(d) all costs of debt collection services retained to recover overdue unpaid monies.

13. Charge

13.1 As security for any amounts due to the Company from time to time, and for the Customer’s obligations under these Terms and Conditions and any Agreement, the Customer charges all of its legal and equitable interest (both present and future) of whatsoever nature held in all property and assets (including real property) to the Company.

13.2 Without limiting the generality of the above, the Customer agrees, on request by the Company, to execute any documents and do all things reasonably required by the Company, including registering a mortgage security over any real property. The Customer appoints the Company to be the Customer’s lawful attorney for the purposes of executing and registering such documents and taking all such steps in that regard. The Customer indemnifies the Company on an indemnity basis against all costs and expenses incurred by the Company in connection with the preparation and registration of any such steps needed to perfect the security or prepare or register the documents.

13.3 Without limiting the above, the Customer consents unconditionally to the Company lodging a caveat or caveats noting its interest in any real property.

14. PPSA

14.1 In this clause 14 words and expressions which are not defined in these Terms and Conditions but which have a defined meaning in the PPSA have the same meaning as in the PPSA.

14.2 The Company has a purchase money security interest in all Goods, including but not limited to where the Customer has not paid the full Price for the Goods.

14.3 Where the Company has rights and interest in proceeds derived from the Goods, such rights and interest constitute a security interest in such proceeds.

14.4 The Company may register any security interest on the PPSA register in any manner it chooses (including by registering one or more financing statements in relation to its interest in the Goods, with such expiry dates as the Company determines in its absolute discretion).

14.5 The Customer must take any steps (including providing information) the Company reasonably requires to perfect or otherwise ensure the enforceability and priority of any security interest.

14.6 Until the Company’s security interest (whether perfected or not) is satisfied, the Customer agrees not to cause or allow a security interest of higher priority to be created in the Goods. If the Customer fails to prevent or allows such a security interest to be created in the Goods, the Customer shall indemnify the Company for any costs, expenses, loss or damage suffered.

14.7 For any Goods that are not used predominantly for personal, domestic or household purposes, the Parties agree to contract out of the application of sections 95, 118, 121(4), 130, 132(4), 135, 142 and 143 of the PPSA in relation to the Goods.

14.8 The Customer hereby waives any rights the Customer may otherwise have to:

(a) receive any notices the Customer would otherwise be entitled to receive under sections 95, 118, 121, 130, 132 and 135 of the PPSA;

(b) apply to a court for an order concerning the removal of an accession under section 97 of the PPSA;

(c) object to a proposal of the Customer to purchase or retain any collateral under sections 130 and 135 of the PPSA; and

(d) receive a copy of a verification statement confirming registration of a financing statement, or a financing change statement, relating to any security interest the

Company may have in the Goods under section 157 of the PPSA.

14.9 The Customer irrevocably grants to the Company the right to enter upon the Site, the Customer’s premises or the premises of any associated entity or agent of the Customer where the Goods are located, without notice, and without being in any way liable to the Customer or to any third party, if the Company has cause to exercise any of the Company’s rights under sections 123 or 128 of the PPSA, and the Customer shall indemnify the Company from any claims made by any third party as a result of such exercise.

14.10 Neither the Customer nor the Company will disclose information of the kind described in section 275(1) of the PPSA, except as required by law, these Terms and Conditions or any Agreement and subject to the PPSA.

15. Intellectual Property

15.1 The Company retains all Intellectual Property and ownership rights of such in any Intellectual Property and other information relating to the Goods and/or Services which is created or modified by the Company prior to or during its dealings with the Customer.

15.2 The Customer acknowledges that the Company will not be responsible for any infringement of any intellectual property of the Customer that the Customer has in any components, material or additional documents and the Company will not be liable for any claim whatsoever due to the Company’s use of the Customer’s intellectual property.

15.3 The Customer shall indemnify and hold harmless the Company against and from any claim alleging an infringement of intellectual property rights, moral rights and ownership rights in any information provided by the Customer to the Company.

16. Confidentiality

16.1 Notwithstanding sub-clause 14.10, the Customer may only use Confidential Information of the Company:

(a) if necessary to perform the Customer’s obligations or to exercise the Customer’s rights under these Terms and Conditions or any Agreement; or

(b) if the Company consents to the use.

16.2 Notwithstanding sub-clause 14.10, the Customer may only disclose Confidential Information of the Company:

(a) to the Customer’s professional advisors;

(b) if necessary to perform the Customer’s obligations or to exercise the Customer’s rights under these Terms and Conditions or any Agreement;

(d) if required by law; or

(e) if and to the extent the information is publicly available other than by a breach by the Customer of these Terms and Conditions or any Agreement.

16.3 If Confidential Information is disclosed to a third party in accordance with this clause 16, the Customer must ensure that as a condition precedent to such disclosure, the third party accepts and acknowledges to be bound by the Customer’s confidentiality obligations under these Terms and Conditions.

17. Severability

In the event that any provision of these Terms and Conditions or an Agreement shall be determined invalid, unlawful or unenforceable to any extent such provision shall be severed from the remaining provisions, which shall continue to be valid and enforceable to the fullest extent permitted by law.

18. Waiver

18.1 No waiver by the Company of any breach of these Terms and Conditions or an Agreement shall be considered as a waiver of any subsequent breach of the same or any other provision of these Terms and Conditions.

18.2 The Company’s failure to enforce, at any time or any period of time, provision of these Terms and Conditions or an Agreement shall not constitute waiver of such provision and shall in no way affect its right to enforce it.

19. Assignment

The Customer may only assign its rights or obligations under these Terms and Conditions or an Agreement with the prior written consent of the Company.

20. Review and Variation

No agreement, contract or understanding varying these Terms and Conditions shall be binding on either Party unless in writing and signed by both Parties.

21. Privacy

21.1 In connection with its supply of Goods and/or Services and provision of credit to the Customer, dealings with credit reporting agencies and internal business operations, the Company may collect, use and disclose the Personal Information of those acting as authorised representatives of the Customer.

21.2 The Company’s privacy policy is available on the Company’s website. The privacy policy details how the Company collects, uses, manages and discloses Personal Information. It also outlines how Personal Information can be accessed, corrected, and how complaints about a breach of privacy can be made.

21.3 By submitting Personal Information to the Company, the Customer consents to the Company using and disclosing the Personal Information pursuant to the Company’s privacy policy.

21.4 If Personal Information is not provided to the Company when requested, the Company may not be able to provide the Customer with its services, including the supply of Goods and/ or Services and provision of credit.

22. Notices

22.1 Any notice or other communication given to a Party under or in connection with these Terms and Conditions or any Agreement shall be in writing, addressed to that Party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that Party may have specified to the other Party in writing in accordance with this clause 22.

22.2 Any notice provided under these Terms and Conditions or any Agreement may be provided by hand delivery, by ordinary post or email.

22.3 A notice is deemed to have been received:

(a) where delivered by hand, on the day of delivery;

(b) where sent by post, two (2) Business Days after the day of posting; and

(c) where sent by email, on the day of dispatch provided that a clear transmission report is obtained, and if in any case a notice would be deemed received on a day which is not a Business Day, or after 5.00pm, it will be deemed to have been received on the next such Business Day.

23. Costs

The Customer agrees to pay the Company’s reasonable costs and expenses (including legal costs) incurred by the Company in enforcing or attempting to enforce its rights under these Terms and Conditions or any Agreement.

24. Governing Law

24.1 These Terms and Conditions and the Agreements are governed by the law of South Australia.

24.2 The Parties irrevocably submit to the exclusive jurisdiction of the courts of South Australia and the South Australian division of the Federal Court of Australia, and the courts of appeal from them.

24.3 No Party may object to the jurisdiction of any of those courts on the ground that it is an inconvenient forum or that it does not have jurisdiction.

25. Definitions

In these Terms and Conditions:

25.1 Agreement means any Quote, Order, Credit Application or any other document or offer issued by the Company that is specified as constituting an agreement for the supply of Goods and/or Services.

25.2 Business Day means a day other than a Saturday, Sunday or public holiday.

25.3 Charges means any charged incurred by the Customer pursuant to these Terms and Conditions, including charges for any additional services by the Company, delivery, interest and defaults.

25.4 Company means Innomation Pty Ltd ABN 86 632 546 162 of PO Box 1364, Golden Grove Village SA 5125, its successors and assigns.

25.5 Confidential Information means all information which is obtained from the Company by the Customer or is generated by the Company in connection with the supply of the Goods and/or Services, other than information:

(a) which becomes generally available in the public domain other than by the unauthorised actions of the Customer; or

(b) which has or may come into the possession of the Customer otherwise than in breach of a duty of confidence to the Company; or

25.6 Credit Account means a Company credit account created following a Credit Application, for the Company to provide credit to the Customer for Goods and/or Services.

25.7 Credit Application means the application by the Customer for a Credit Account with the Company whether completed prior to or contemporaneously with the acceptance of these Terms and Conditions.

25.8 Customer means the purchaser of the Goods specified in the Order.

25.9 Distress Event means:

(a) if the Customer (or if the Customer consists of 2 or more persons, any of those persons) is a corporation:

(i) a liquidator or provisional liquidator is appointed or steps are taken for such an appointment in respect of the Customer;

(ii) a receiver, manager, receiver, controller, administrator or other similar officer is appointed to the Customer or any of its assets, or steps are taken for such an appointment;

(iii) an application is made to a court for an order, or an order is made, that the Customer be wound up;

(iv) the Customer becomes, or steps are taken towards making the Customer a Chapter 5 body corporate under the Corporations Act 2001 (Cth);

(v) a resolution is passed to appoint an administrator or an administrator is appointed to the Customer;

(vi) a scheme of arrangement or composition with creditors is made, or an assignment for the benefit of creditors is made, by or on behalf of the Customer;

(vii) a resolution or order is made for the winding up or dissolution of the Customer;

(viii) the Customer is, or states that it is, insolvent;

(ix) the Customer is deregistered;

(x) the Customer ceases or threatens to cease to carry on its business or any major part thereof;

(xi) the Customer is taken to have failed to comply with a statutory demand within the meaning of section 459F of the Corporations Act 2001 (Cth);

(xii) the Customer is or states that it is unable to pay its debts when they fall due; or

(xiii) anything analogous or having a substantially similar effect to any of the events specified above that happens under any law; or

(b) if the Customer (or if the Customer consists of 2 or more persons, any of those persons) is a natural person, the Customer:

(i) dies, is imprisoned or becomes incapable of managing his or her own affairs; (ii) is an undischarged bankrupt;

(iii) commits an act of bankruptcy;

(iv) enters into a deed of arrangement or calls a meeting of creditors under Part X of the Bankruptcy Act 1966 (Cth); or

(v) anything analogous or having a substantially similar effect to any of the events specified above that happens under any law.

25.10 Force Majeure means any event beyond a Party’s reasonable control, including strikes, lock outs or other industrial disputes (whether involving the Company’s own workforce or a third party’s), failure of energy sources or transport networks, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, natural disasters, epidemics, pandemics, government-enforced lockdown or quarantine as a result of an epidemic or pandemic or similar event, or anything analogous or having a substantially similar effect.

25.11 Goods means goods supplied by the Company to the Customer or ordered by the Customer but not yet supplied to the Customer as described in the Order.

25.12 GST has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

25.13 Insurance means any insurance policy held by the Company, including but not limited to professional indemnity insurance, product liability insurance, public liability insurance and workers compensation insurance.

25.14 Intellectual Property means any software, rights comprised in any patent, copyright, know how, design, trade mark (whether registered or unregistered), logos, trade secrets, goodwill, Confidential Information and any other intellectual property owned or used by the Company that relates to or is relevant to the Goods and/or Services.

25.15 Order means a purchase order placed by the Customer for the supply of Goods and/or Services in accordance with these Terms and Conditions.

25.16 Parties means the Company and the Customer.

25.17 Personal Information has the same meaning as in the Privacy Act 1988 (Cth). 25.18 PPSA means Personal Property Securities Act 2009 (Cth).

25.19 Practical Completion means the point at which the Services are complete, except for minor defects, which do not prevent the Services from being reasonably capable of being used for their stated purpose.

25.20 Price means the cost of the Goods and/or Services as specified in any Quote or Order provided to the Customer by the Company, subject to the reservations in clause 4 of these Terms and Conditions.

25.21 Services means services supplied by the Company to the Customer or ordered by the Customer but not yet supplied to the Customer as described in the Order.

25.22 Site means the site described in the Order to which the Goods are to be delivered and/or at which Services are to be provided.

25.23 Terms and Conditions means these terms and conditions in respect of the supply of Goods and/or Services and any special terms and conditions agreed in writing by the Company and the Customer.

25.24 Quote means any document issued by the Company that sets out the Price of Goods and/or Services and any additional terms and conditions applicable to the supply of Goods and/or Services by the Company.

26. Interpretation

In these Terms and Conditions, unless the context otherwise requires:

26.1 headings do not affect interpretation;

26.2 singular includes plural and plural includes singular;

26.3 words of one gender include any gender;

26.4 reference to legislation includes any amendment to it, any legislation substituted for it, and any subordinate legislation made under it;

26.5 reference to a party includes that party’s personal representatives, successors and permitted assigns;

26.6 reference to a thing (including a right) includes a part of that thing;

26.7 mentioning anything after include, includes or including does not limit what else might be included;

26.8 a provision must not be construed against a party only because that party prepared it;

26.9 a provision must be read down to the extent necessary to be valid. If it cannot be read down to that extent, it must be severed;

26.10 another grammatical form of a defined expression has a corresponding meaning;

26.11 a reference to these Terms and Conditions is to these Terms and Conditions as amended, novated, supplemented, varied or replaced from time to time; and

26.12 if a party comprises two or more people:

(a) a promise by that party binds each of them individually and all of them jointly; (b) a right given to that party is given to each of them individually;