1. Definitions: In these conditions the following expressions shall have the meanings:
"The Company" means Heldon Products Australia Pty Ltd (ACN: 142 726 118, ABN: 71 142 726 118).
"The Customer" means the persons, firm or company from whom the order is received or its legal assigns or successors.
"The Goods" means those items specified in the Customer's order accepted by the Company.
'"The Contract" means the agreement between the Company and the Customer for the supply of Goods.

2. The Customer accepts that these conditions shall apply to all relations between it and the Company to the exclusion of any other terms including any conditions, warranties or representations written or oral, expressed or implied. No condition contained in any of the Customer's documents which purport to take precedence over these terms shall prevail. No variation of these conditions shall be valid unless agreed to in writing and signed by an authorised person on behalf of the Company and the
Customer.

3. No employee or agent of the Company has any authority to make or give any representation or warranty whatsoever, whether verbal or written, in relation to the
Goods. The provision of any quotation or estimate by the Company does not form part of any offer or representation made by it. All specifications, drawings,
descriptions and catalogues issued by, or on behalf of the Company are intended merely to give a general description of items supplied by the Company and any
person reading them may not rely on anything contained as being a representation of fact concerning the Goods produced by the Company or a warranty relating to the
Goods, whether as to their conditioner otherwise.

4. a) All orders made by a Customer must be in writing and orders will only be accepted by the Company in writing or by delivery of the Goods ordered from
the Company by the Customer'
b) The Company will ship standard pack quantities only.

5. The Company reserves the right to amend the order placed by the Customer for products designed and manufactured to the Customers specific requirements (Made
to Order Parts) and the Company will then advise the Customer who may only on seven days' written notice cancel the Contract. In all other cases of cancellation of
these made to order or customer specific parts the Customer will be liable to the Company for all costs or work carried out and parts or materials ordered by the
Company up to the date of cancellation. Due to the unique nature of these orders for customer specific parts, customers are required to accept under production or over
production of up to 3% of the quantity ordered. These variations in the quantity of parts will be charged or credited at the contracted price.

6. Unless otherwise expressly provided in the Contract the price to be paid by the Customer to the Company is strictly net thirty (30) days of the end of the month in
which the invoice is issued.

7. Notwithstanding anything else contained in this Contract, the Company is under no obligation to deliver the Goods, if the Company has reasonable doubts as to the
solvency of the Customer. The Company shall in those circumstances not be liable if it elects to withhold the Goods and such retention shall not amount to a repudiation of
the Contract. payment for the purpose of this clause until the bill of exchange, cheque or other negotiable instrument has been offered on presentation for payment and the
Company has received value for it.

8. Whilst the Company shall make every effort to place the goods at the disposal of the Customer in accordance with any times stated in the Contract, time shall not be of
the essence in this regard.

9. If the Customer does not take delivery of the Goods on the date specified in the Contract otherwise than through any act or omission on the part of the Company,
then payment for the Goods shall be due from the Customer on the date given in the Contract for delivery of the Goods together with interest at the rate of four percent
over the minimum lending rate of the Commonwealth Bank as varied from time to time to the date of payment.

10. Delivery to the Customer and the passing of the risk to it shall take place as provided in the International Chamber of Commerce standard definition of "ex-works" except in so far as that definition is inconsistent with the specific terms of the Contract.

11. Until the Company has been paid in full for all Goods supplied by it to the Customer under any Contract whatsoever between the Customer and the Company:
a) The property in the Goods shall remain in the Company.
b) Should the Goods or any of them be affixed or added to any other item, such affixation shall in no way affect the right of the Company to ownership of the
Goods, or its right to detach them from any items to which they have been affixed.
c) The Customer shall store the Goods separately and in such a way that they can be readily identified as being the property of the Company, should the
Company so require.
d) Subject to (e) and (f) below the Customer shall be at liberty to sell the Goods in the ordinary course of business on the basis that the Customer shall be
under a fiduciary duty tithe Company to account to the Company for the proceeds of such sale but may deduct from such proceeds the amount by
which the proceeds exceed the total amount due from the Customer to the Company under any contract whatsoever, provided that the Customer shall
have no authority to enter into any contract of sale on behalf of the Company. Any contract of sale shall be accordingly concluded in the name of the
Customer.
e) The Company may at any time revoke the Customer's power of sale by notice to the Customer if the Customer is in default for longer than seven days in
payment of any sum whatsoever due to the Company by the Customer, or if any bill of exchange, cheque or any other negotiable instrument drawn or
accepted by the Customer in favour of the Company is dishonoured on presentation for payment or if the Company has reasonable doubts as to the
solvency of the Customer.
f) The Customer's power of sale shall automatically cease if a receiver is appointed over any, or all of the assets or undertaking of the Customer or
winding up order is made against the Customer or the Customer goes into voluntary liquidation (otherwise than for the purpose of reconstruction or
amalgamation) or calls a meeting of, or makes any arrangement or composition with creditors or commits any act of bankruptcy.
Upon determination of the Customer's power of sale under (e) or (f) above the Customer shall place the Goods at the disposal of the Company who shall be entitled to enter upon any premises of the Customer for the purpose of removing such Goods and to remove such Goods from the premises.h) Where payment is made by means of a bill of exchange, cheque or other negotiable instrument, the Company shall not be deemed to have received

12. The Customer shall pay in full for all Goods supplied to it by the Company pursuant to any Contract whatsoever between the Customer and the Company within thirty
(30) days of the end of the month in which the invoice is issued. In the event that the Customer fails to pay the whole amount or any part in the time prescribed then:
a) The whole or any part of the monies outstanding on the invoice shall become immediately due and payable; and
b) Interest on the whole or any part of the monies outstanding on the invoice shall accrue at the rate of four percent over the minimum lending rate of the
Commonwealth Bank as varied from time to time to the date of payment, and shall be compounded on a daily basis.
c) Credit may be withdrawn at any time after 30 days unless prior arrangements have been made in writing. Continued non-compliance may result in the
withdrawal of the Customers credit facility.

13. The Company reserves the right to waive or enforce the provision of Clause 12 at its absolute discretion.

14. a) Unless any complaints about the quality or quantity of Goods are received by the Company within thirty (30) days of delivery the Customer shall be deemed
to have accepted the Goods.
b) In order to claim any loss or damage, notification must be made to the Company and the carriers within three days of receipt, and within fourteen days of date of despatch in the case of non-delivery.
c) Customers wanting to discuss returning goods for credit should first contact Heldon Products Australia Pty Ltd quoting the invoice number, order number, Heldon Part number and reason for return. If agreed by Heldon, the customer will be issued with a Return Authority Number.   These details must accompany any returned goods. Any goods returned are subjected to the company’s inspection and investigation. The company will at its sole discretion either approve or reject the customer’s claim for credit. If the goods other than defective products returned are not in sealable condition, partial or even full amount of the credit claimed can be waived by the company. Make to Order items and specialised runs shall not be accepted for credit. Stock items that are returned as a result of a buyer’s error may be accepted but shall incur a 15% handling charge. Freight charges for goods being returned will be to the Customers account.

15. The Company shall be under no liability whatsoever in regard to the Goods or the services provided under the Contract and the provisions of this condition shall exclude any warranty or condition which might but for this condition be implied by statute, common law, custom or otherwise and the Company shall be under no
further, or other liability whatsoever in respect of loss or damage directly or indirectly by any failure or defect in the design, performance, quality or condition of the Goods
even if the same frustrates further performance of the Contract. In any event the Company's liability in respect of the Goods or the services provided under the
Contract proving defective shall be limited to the cost of replacement, repair or rectification unless the same shall relate to personal injury or death and only then
and if to the extent that the same shall arise out of the Company's negligence.

16. The Customer shall indemnify the Company in respect of any loss, injury, expense or claim of whatsoever nature and howsoever arising out of the Contract or the Goods,
or their storage, installation, use, operation or maintenance save to the extent that the same is caused by the negligence of the Company, its servants or agents, including the Company's subcontractors.

17. If the Company is prevented, or delayed from, or in performing any of its obligations under the Contract by force majeure, which shall include but not be limited to strikes,
lock-outs or other industrial action, whether or not by, or involving employees of the Company, then the Company may give notice in writing to the Customer or the
circumstances constituting force majeure and of the obligation, performance of which is delayed or prevented and shall be excused from compliance with such obligations
for as long as such circumstances may continue. If by virtue of this Clause either party is excused from compliance with any obligation for a continuous period of four
calendar months then without prejudice to any other right or remedy either party may forth with terminate the Contract by giving notice in writing to the other.

18. The Company shall not be liable in any circumstances whatsoever to the Customer
for:
a) Any loss of profits or contracts suffered by the Customer.
b) Any loss or damage in circumstances over which the Company has no control.

19. These conditions shall be governed by the laws of the State of Victoria.

20. Where appropriate the singular shall include the plural, the plural the singular and where there are two or more persons comprised in the definition of the Customer,
then the obligations imposed herein on the Customer shall be deemed to be joint and several.

Heldon Products Australia Pty Ltd
25 Tullamarine Park Road
Tullamarine, Victoria, 3043