GENERAL TERMS & CONDITIONS OF TRADE

To the fullest extent legally permitted all dealings between the Customer and Libson Sojka Holdings Pty Ltd Trading as RKS Sales A.B.N. 35 586 641 408 (and all subsidiaries, divisions, affiliates, related & associated companies, trusts and other entities and/or any successors and/or assignees) ("RKS Sales") relating to any goods and/or any services [the" goods" and/or the "services"] are subject to the following terms and conditions ["these Terms"] unless otherwise expressly agreed inwriting:

1.       QUOTATIONS

All quotations are subject to withdrawal or variation at any time prior to acceptance of order. RKS Sales also reserves the right to amend prices at any time for the undelivered portion of any order. Provided, however, that the Customer shall have the right to cancel such outstanding balance of an order within seven days from the date of notification of an amendment in the price thereof.

2.       OFFER AND ACCEPTANCE

Any quotation made by RKS Sales is not an offer to sell and no order given in pursuance of any offer shall bind RKS Sales until accepted by it in writing. Unless otherwise agreed in writing all orders are subject to acceptance by RKS Sales within 30 days of receipt by RKS Sales of the Customer's order and these terms and conditions shall be deemed to be incorporated in any agreement between RKS Sales and the Customer. Any terms and conditions contained in any order offer acceptance or invoice of the Customer and all representations statements terms conditions and warranties (whether implied by statute or otherwise) not embodied herein are expressly excluded to the fullest extent permitted by law.

3.       DELIVERY

1. Any date quoted for delivery is an estimate only and unless a guarantee shall have been given by RKS Sales in writing providing for liquidated damages for failure to deliver by the quoted date RKS Sales shall not be liable to the Customer for any loss or damage howsoever arising for failure to deliver on or before the quoted date. The Customer shall accept and pay for goods if and when tendered notwithstanding any failure by RKS Sales to deliver by the quoteddate
   1. to terminate or cancel the contract; or
   2. to any loss or damage howsoever arising for failure by RKS Sales to deliver any installment on or before the quoteddate.
2. RKS Sales reserves the right to delivery by installments. If delivery is made by installments the Customer shall not be entitled:
3. The Customer agrees that a certificate purporting to be signed by an officer of RKS Sales confirming delivery shall be conclusive evidence of delivery as shall any signed delivery docket or electronic or facsimile acknowledgement from the Customer.

4.       PAYMENT

Payment is to be made in advance prior to delivery of the goods unless credit has been provided in writing to the customer. If credit is provided, payment in full shall be made within 30 days of the date of statement. For the purposes of this clause, 'payment' means cleared funds.

5.       INTEREST

Interest will be charged on overdue accounts at 3% above the rate prescribed in the Penalty Interest Rates Act 1986 per month.

6.       PROPERTY

1. Without limiting the effect of clause 7, property, and ownership therein, in goods shall not pass until payment in full of all monies owed by the Customer to RKS Sales.
2. RKS Sales has the right to take possession and dispose of goods as it sees fit at any time until full payment has been received. The Customer grants permission to RKS Sales to enter any property where any products are stored with such force as is necessary.
3. Immediately upon delivery the Customer accepts liability for the safe custody of goods and agrees to indemnify RKS Sales for any losses relating thereto.
4. Upon sale or disposition of any goods prior to full payment the Customer agrees to deposit all proceeds in a separate bank account, agrees not to mix proceeds with any other monies and shall forthwith account to RKS Sales notwithstanding that RKS Sales may have granted any credit facility and/or time to pay.
5. Until payment in full the Customer agrees:
   1. to keep all goods unpaid for as fiduciary for RKS Sales and to store products in a manner which shows RKS Sales asowner,
   2. only to sell goods in the usual course of its business on condition that the Customer holds all proceeds in trust for RKS Sales and
   3. that sale on terms or for less than cost shall not be "in the usualcourse".
6. Without derogating from RKS Sales' other rights if goods and/or services are used in any construction, fabrication, manufacturing and/or other process ["Process"] which results in an entitlement of the Customer to receive money, the Customer agrees to hold such part of any monies received by it (or the corresponding book debt owed to the Customer in respect of those monies) as is equivalent to the value of any goods and/or services used in the Process as invoiced to the Customer by RKS Sales, UPON TRUST for RKS Sales until payment in full of all monies owed to RKS Sales.
7. To the extent permissible by law, should the goods be mixed with other goods supplied by other suppliers such that the mixed goods are not the end product and are severable, then the goods supplied by RKS Sales in such circumstances shall remain the goods of RKS Sales as contemplated by this clause.
8. Nothing in clause 6 is intended to create a charge and shall be read down to the extent necessary to avoid creating any charge.

8.       Passing of risk

• Risk in each order passes to the Buyer upon delivery of that order to the Buyer or collection of that order by the Buyer's agent or courier as the case may be.  [See Sale of Goods Act 1923 (NSW) section 25, Goods Act 1958 (Vic) section 25; Sale of Goods Act 1896 (Qld) section 23; Sale of Goods Act 1895 (SA) section 20; Sale of Goods Act 1895 (WA) section 20;; Sale of Goods Act 1954 (ACT) section 25; Sale of Goods Act 1972 (NT) section 25.]

9.       LIMITATION OF LIABILITY AND EXCLUSION OF LIABILITY

1. The Customer agrees to limit any claim on RKS Sales to the cost of replacement of goods or the supply of equivalent goods and/or servicesagain.
2. any claim, loss or expense arising which is made after 7 days from the date of delivery of goods and/or services (or at all once goods have been unpacked, on-sold or otherwise used or applied) after which there shall be deemed to be unqualified acceptance;
3. any contingent, consequential, direct or indirect, special or punitive damages arising in any way and whether due to RKS Sales' negligence or otherwise;

• any claim relating to any alleged fault or defect in any way caused or contributed to by the Customer, RKS Sales and/or any thirdparty.

1. RKS Sales shall not be liable in any wayfor:
2. Any claim, loss or expense arising which is made after 7 days from the date of deliver of goods and/or services (or at all once goods have been unpacked, on-sold or otherwise used or applied) after which there shall be deemed to be unqualified acceptance;
3. Any contingent, consequential, direct or indirect, special or punitive damages arising in any way any whether due to RKS Sales’ negligence or otherwise;

• Any claim relating to any alleged fault or defect in any way caused or contributed to by the Customer, RKS Sales and/or any third party.

1. The Company shall not be liable in any circumstances forany:
2. defects or damage caused in whole or in part by misuse, abuse, neglect, electrical or other overload, unsuitable lubricant, improper installation, repair, alteration or accident;
3. any transport installation removal labour or other cost;

• goods not manufactured by it but RKS Sales will endeavour to pass on to the Customer the benefit of any claim made by RKS Sales and accepted by the manufacturer of such goods under a warranty given by that manufacturer;

1. technical advice or assistance given or rendered by it to the Customer whether or not in connection with the manufacture or construction or supply of good for or to theCustomer.
2. Notwithstanding subclause (b), the limitation of liability set out in subclause (b) will not apply to any liability arising as a result of, or in connection with:
3. fraud or wilful misconduct by RKS Sales;
4. breach of confidentiality by RKS Sales;

• breach of privacy by RKS Sales; or

1. No other term, condition, agreement, warranty, representation or understanding whatsoever, express or implied or otherwise binding upon RKS Sales other than by these Terms is made orgiven.
2. To the fullest extent permitted by law, RKS Sales excludes all warranties implied by law except as expressly set out in the agreement.

10.    CANCELLATIONS AND RETURNS

The Customer agrees and in accordance with the Australian Consumer Law (ACL):

1. not to cancel the whole or part of any order placed with RKS Sales;
2. not to return goods without RKS Sales' prior written approval and then only if goods are in new and saleable condition with undamaged packaging and less than 30 days have passed sincedelivery;
3. RKS Sales may elect to take back goods on such terms as RKS Sales requiresincluding
4. payment of a restocking fee of up to 30% of the invoice value;
5. original invoice as proof of purchase is produced
6. not to return any goods which were custom cut, custom processed or custom acquired.

11. PLACEMENT OFORDERS

The Customer agrees and in accordance with the Australian Consumer Law (ACL), that:

1. if any dispute arises concerning any order (and including any question of identity or authority or any telephone, facsimile or computer generated order) the internal records of RKS Sales shall be conclusive evidence of what was ordered in all respects;
2. each order the Customer places shall be and be deemed to be a representation by it made at that time that it is solvent and able to pay all of its debts as and when they fall due;
3. failure to pay RKS Sales in accordance with these Terms shall be and be deemed conclusive evidence that the Customer had no reasonable grounds formaking the representation referred to in sub-clause 9(b) and that the representations were unconscionable, misleading and deceptive;
4. when any order is placed the Customer shall inform RKS Sales of any material facts which would or might reasonably affect the commercial decision by RKS Sales to accept the order and any failure to do so by or on behalf of the Customer shall create and be deemed to create an inequality of bargaining position, shall be and be deemed to be the taking of unfair advantage of RKS Sales and to be unconscionable, misleading and deceptive.

12.    SECURITY FOR PAYMENT

The Customer

1. agrees on request to charge with payment of all monies owed to RKSSales
2. by way of a fixed charge all books of account, financial records, goodwill, documents of title and current and later acquired real property and intellectual property;
3. by way of a floating charge the whole of the Customer's other undertaking, property andassets.
4. hereby grants to RKS Sales a general lien over all property of the Customer until payment in full of all monies payable by the Customer to RKS Sales.

13.    EXCLUSIONS

1. No dealing with the Customer shall be or be deemed to be a sale by sample.
2. If RKS Sales publishes material concerning its goods, its services and/or its prices anything so published which is incompatible with these Terms is expressly excluded.
3. The Customer shall rely on its own knowledge and expertise in selecting any goods and/or services for any purpose and any advice or assistance given for or on behalf of RKS Sales shall be accepted at the Customer's risk and shall not be or be deemed to be given as expert or adviser nor to have been relied upon by the Customer or anyone claiming through theCustomer.
4. Subject to the relevant provisions of the Competition and Consumer Act 2010 (Cth), all goods are sold subject to any manufacturer's trading terms, warranties and representations applicable to thosegoods.
5. Subject to the relevant provisions of the Competition and Consumer Act 2010 (Cth), RKS Sales shall not be liable nor responsible for any failure of goods or services to comply with any requirements of the Customer or any other person (whether relating to manufacture, design, fabrication, installation and/or any intended use orotherwise).
6. Subject to the relevant provisions of the Competition and Consumer Act 2010 (Cth), RKS Sales disclaims any responsibility or liability relating to any goods and/orservices
7. made or performed to designs, drawings, specifications and/or procedures etc. and/or with materials which are provided and/or approved (whether fully or in part) by or on behalf of the Customer;
8. utilised, stored, handled and/or maintained incorrectly or inappropriately.
9. The Customer agrees to check all goods for compliance with all relevant applicable standards and regulatory bodies ["Standards"] before use, on-sale or application and/or to use or apply all goods in according with those Standards with all manufacturer and/or RKS Sales' recommendations and/or directions and in accordance with good commercial practice.

14.    DEFAULT

1. Upon any default or breach of these Terms or of any dealings with RKS Sales by the Customer, RKS Sales may (inter alia) call-up all monies, retain all monies paid and/or cease further deliveries and/or provision of services and recover from the Customer all lost profits and/or at its discretion take immediate possession of any goods without prejudice to any other rights and without being liable in any way to anyparty.
2. The Customer agrees not to commence or continue or permit to be commenced or continued through it any suit or action against RKS Sales while the Customer is in such breach ordefault.
3. The Customer agrees to indemnify RKS Sales for all costs and expenses incurred by RKS Sales and its solicitors including indemnity costs, mercantile agents and other parties acting on RKS Sales' behalf in respect of anything instituted or being considered against the Customer whether for debt, possession of any goods or otherwise.
4. RKS Sales may apply any payment in reduction of recovery costs and/or expenses, interest and/or part or all of any principal debt in such order of priority as RKS Sales in its absolute and unfettered discretion elects.
5. The Customer irrevocably authorizes the payment directly to RKS Sales of any debt due to the Customer by any debtor of the Customer in reduction of any amount due by the Customer to RKS Sales under these Terms or otherwise.

15.    CUSTOMER RESTRUCTURE

The Customer shall notify RKS Sales in writing of any change in its structure or management including any change in director, shareholder or management or change in partnership or trusteeship within 7 days of the date of any such change.

16.    WAIVER

If RKS Sales elects not to exercise any rights arising as a result of any default or breach of these Terms or of any dealings with RKS Sales this shall not constitute a waiver of any rights of RKS Sales relation to any subsequent or other breach.

17.    PURCHASE PRICE

1. In the absence of proper acceptance of a quote, all sales are made by RKS Sales as its ruling price at the time of delivery.
2. Government imposts, taxes and/or levies (including any GST or equivalent) will be to the Customer's account.
3. RKS Sales' price lists shall be deemed to exclude government imposts unless RKS Sales otherwise indicates.

18.    INSOLVENCY

1. If the Customer commits or is involved in any act of insolvency the Customer shall be deemed to be in default under these
2. An act of insolvency is deemed to include bankruptcy, liquidation, receivership, administration or the like.

19. FORCEMAJEURE

RKS Sales shall not be in default or in breach of any contract with the Customer as a result of Force Majeure. Force Majeure means anything beyond the reasonable control of RKS Sales and includes any strike or lock-out.

20. SEVERABILITY

Any part of these Terms shall be capable of severance without affecting the other part of these Terms.

21.    JURISDICTION

The Customer agrees that all contracts made with RKS Sales shall be governed by the law applicable in the State nominated by RKS Sales and the Customer agrees to submit to the jurisdiction of the appropriate Court nominated by RKS Sales in the capital city of that State. If no State is nominated than Victoria shall be deemed to be nominated.

22. Termination BY BOTH PARTIES

1. Either party may terminate this agreement if:
2. the other party is in material breach of any of its obligations under this agreement; and
3. the breach is capable of remedy fails to remedy the breach for a period of 30 days after receipt of a written notice by the other party requiring rectification of the breach.
4. Exercise of the right of termination afforded to either party under this clause will not prejudice the legal rights or remedies which either party may have against the other in respect of a breach of any term, condition or warranty of this agreement.
5. The obligations of the parties that by their nature could reasonably construed as being intended to continue to apply beyond the termination of this agreement will continue to apply.
6. Nothing in this clause shall limit the application of clause 14.

23.    AMENDMENTS

This agreement is not to be amended except in writing signed by each of the parties

24.    Dispute resolution

1. If a dispute arises between the parties in relation to this Agreement, the dispute must be dealt with in accordance with this clause.
2. Any party claiming that a dispute exists must notify the other party to the dispute in writing of the nature of the dispute.
3. If the dispute is not resolved by agreement within five working days of the Second Party receiving the notice referred to in paragraph (b) above, either party may refer the matter to mediation conducted by a mediator agreed between the parties within a further five working days or failing agreement within that period, as appointed by the executive director for the time being of the Australian Commercial Disputes Centre Limited. The costs of the mediator shall be borne equally between the disputing parties. The chosen mediator shall determine the procedures for the mediation. The chosen mediator will not have the power or authority to make any other determination in relation to the dispute.
4. If the parties have not mediated a resolution of the dispute within 10 working days of the selection of a mediator, neither party shall be obliged to continue any attempt at mediation under this clause, and either party may then commence such legal proceedings as it thinks fit in relation to the dispute.