APPLICATION OF THESE TERMS AND CONDITIONS

These conditions apply to all agreements entered into by Axyz Integration (Referred to as Axyz hereafter) and a purchaser except as varied in writing by Axyz.

PRICE VALIDITY

I.Our price on quoted proposal items remains valid for a period of 30 days after which we reserve the right to revise our proposal in the light of current labour and manufacturing costs or foreign currency fluctuations applicable at that date prior to the formation of an agreement. The agreement shall be formed by the acceptance of Axyz of a purchase order submitted within the valid timeframe of the Axyz quotation. Any agreement shall be subject to these terms and conditions, the Axyz quotation and any special conditions.

II.If there is a Change in Law since the formation of an agreement which causes Axyz to incur additional cost for the supply of the goods or services, Axyz shall adjust the price to reflect the change in cost using reasonable endeavours to minimise any increase.

III.If there is a change in the scope of works during the project, Axyz reserves the right to submit a variation on these changes.

SUPPLY OF INFORMATION

I.Purchaser - The purchaser warrants the accuracy of all information provided by it and Axyz shall not be responsible for any loss or damage in the eve Axyz nt that the purchasers information is incorrect in any respect. Any additional costs incurred by Axyz shall be payable by the purchaser to Axyz in addition to the price. Any such delays shall result in a corresponding extension of time for Axyz to supply goods.

II.Axyz - All plans, drawings, dimensions and quantities submitted by Axyz with any quotation are approximate for quotation purpose only and must not be used for construction purposes. The purchaser must check all plans, drawings, dimensions, quantities and other specifications submitted by Axyz prior to installation of any goods. Axyz shall not be responsible for any loss, damage or delay caused or as a consequence of the purchaser’s failure to check all plans, drawings, dimensions, quantities and other specifications provided by Axyz.

INSTALLATION

Installation work shall be carried out during normal working hours unless otherwise specified. Where the customer specifically requests installation work to be undertaken outside such hours, additional charges may be made based on overtime rate.

DELIVERY OF SERVICES AND GOODS

Any delivery, installation or completion date or period shown, and/or services provided to the customer on an agreed due date, is a bona fide estimate only. Where a date or period is expressed to be fixed, such a date or period may nevertheless be extended if Axyz is prevented by any cause whatsoever beyond its control from completing the delivery of installation of the equipment and/or services provided to the customer by the said date within the said period. Axyz will make all reasonable efforts to have any goods delivered or services provided to the customer on the date agreed.

COMPONENTS

If goods require components and a specific brand is not requested in the purchase order, then Axyz in its sole and absolute discretion shall use such components as it deems necessary. In the event the purchase order specifies a specific brand of components and Axyz has accepted the agreement on this basis, any delay in obtaining the specified component shall result in corresponding extension of time for Axyz to provide the goods or services and any additional costs shall be passed onto the purchaser. Axyz reserves the right to make reasonable modifications of any kind to the goods without prior notice to the purchaser.

AUTONOMY

Except as otherwise provided in this agreement, Axyz will have full control over working time, methods and decision making in relation to the provision of the services in accordance with this agreement. Axyz will work autonomously and not at the direction of the purchaser. However, Axyz will be responsive to the reasonable needs of the purchaser.

VARIATION, SUSPENSION OR CANCELLATION

In the event that any proposed quotation is accepted, then the agreement entered into may be varied, suspended or cancelled only by notice in writing and only if Axyz accepts such notice. In the event of any such variation, suspension or cancellation being so accepted, the customer shall compensate Axyz for any costs for losses and damages arising from or related to the termination or repudiation.

PAYMENT TERMS

Unless otherwise specified in writing, our trading terms are strictly net 14 (14 days). Payment of all goods and services must be paid in full of the date of the respective invoice (‘Invoice Date’). Where projects apply and/or works is forecasted >30 days, invoices will be submitted monthly, or against a milestone schedule. All monetary amounts referred in these terms and conditions are in AUD (Australian Dollars)

PRO RATA PAYMENT

If this agreement is terminated by the purchaser prior to completion of the services but where the services have been partially performed, Axyz Integration will be entitled to pro rata payment of the payment to the date of termination.

DELAY AND/OR DEFAULT IN PAYMENT

In the event of default in payment by the customer within the prescribed times for any outstanding invoiced amount, Axyz shall be entitled to charge interest on the overdue amount. Axyz may also defer delivery or commissioning of any respective equipment and/or materials or any part thereof and/or cancel any outstanding balance of the respective order and/or service(s). The customer agrees that Axyz may return to the customer’s premises at any reasonable time to take possession of and remove any item of equipment and/or goods for which payment has not been received.

RETURNS

Goods may not be returned except with the written consent of Axyz Integration, and when goods are so returned all monies payable to Axyz will remain due and payable, subject only to such discount, rebate, reimbursement, or other condition as is stated in the written consent.

TITLE

Risk passes to the purchaser but the property and title in the goods or any part thereof remains with Axyz, until payment is received in full of the purchase price and any interest accrued to the date of settlement.

TAX AND DUTIES

The purchase price for any proposed quotation has been calculated having regard to applicable commonwealth and State taxes, duties, levies and impositions in force at the date of this quotation. Any variation in those taxes, duties, levies and impositions shall be passed onto the customer. Unless otherwise stated, all prices quoted are exclusive of GST. All labour costs are exclusive of GST.

FORCE MAJEURE

Should Axyz be prevented from delivering any of the goods to the purchaser or performing any services in accordance with the agreement by reason of an event beyond Axyz control, including but not limited to industrial disputes, an intervention during shipping, acts of parliament, embargo, litigation, court orders, civil strife, fires, floods, Acts of God and Axyz inability to procure materials or components from its usual sources of supply, Axyz shall be entitled at its own option:

I.To delay delivery of the goods and/or services; or

II.To terminate the agreement

The purchaser will not be entitled to recover any damage or loss as a result of such delay or termination.

WARRANTY - HARDWARE

I.Any equipment or parts thereof supplied by Axyz which are found to be defective in materials or workmanship will carry a 12-month warranty from the date of supply; such items will be limited to replacement or repair at the option of Axyz. All goods and/or materials not manufactured by Axyz shall be covered only by the express warranty of the manufacturer. Note that change is desired operation compared to what is supplied or initially requested, is not deemed as warranty.

II.This warranty shall not apply to goods subjected from the date of delivery to; abuse, neglect, or damage by fire, flood, abrasion, erosion, corrosion or deterioration or the like due to changes in temperature; exposure to foreign matter, chemicals, energy, water, steam or other similar cause or failure to comply with instruction or manual for the goods.

III.(“Abuse”) To the fullest extent permitted by law, Axyz shall not be liable in any way to the purchaser for any damage to the goods arising from or related to Abuse, and shall not be responsible for replacing or repairing the goods so damaged. To the extent permitted by law, Axyz shall not be liable for, and this warranty shall not apply to, damage to the goods arising from work conducted or materials supplied to the goods other than by a person authorised in writing by Axyz, or arising from the purchaser’s failure to notify Axyz of any defects within a reasonable time after those defects are first noticed by the purchaser.

IV.Where Axyz attends to rectification of defects pursuant to the warranty provisions of this contract and Axyz later determines that the defects are not covered under the warranty or resulted from the acts, omissions or materials of a party other than Axyz, then the purchaser shall pay to Axyz within 30 days of demand the cost of such services and materials. This cost shall be determined by Axyz at its sole discretion.

WARRANTY - SOFTWARE

We offer a 60 day warranty on all custom software components and engineering from the date of completion of Site Acceptance Testing or when the software starts being used for its intended purposes, whichever comes first. Warranty applies where the custom software or engineering does not conform to the Software Design and Functional Specifications. Axyz will rectify warranty items at its cost provided that all necessary information, plant and client personnel are available to assist, including a remote access facility to connect to the site from our offices. Warranty does not cover loss of time, materials, product or costs of other personnel. Axyz in no way, either express or implied, assumes liability for consequential damages, loss of production, or other costs.

LIABILITY

The liability of Axyz under this agreement, or pursuant to any warranties or conditions which are implied by the provisions of the Trade

Practices Act shall be limited to the repair or replacement of any faulty or defective equipment as may be required and without limiting the generality of the foregoing. Axyz shall not be liable for any indirect consequential losses or damage which the customer may sustain however arising. Axyz maximum liability (including direct damages) shall not exceed the value amount of the project contract.

INTELLECTUAL PROPERTY

This offer does not constitute an agreement to license, sub-license, sell, transfer or otherwise make available to any other party the products or intellectual property associated with software developed or industrial design offered by Axyz. Software or industrial design offered under this quotation is licensed specifically for use at the target site only. Axyz reserves all rights and ownership to the intellectual property, the source code, documentation and all other aspects of the software and/or any industrial design offered.

GENERAL PROVISIONS

I.If any clause or provision of the Agreement is invalid, void or unenforceable, all other provisions which are capable of separate enforcement are and will continue to be of full force and effect in accordance with their terms.

II.Axyz quotation, a purchase order and these terms constitutes the entire agreement between the parties and all prior agreements, representations or warranties, save those expressly incorporated by the conditions, and all local, general or trade customs, are hereby excluded.

III.Unless otherwise agreed in writing by a director of Axyz these conditions prevail over any other terms and conditions of sale sought to be imposed by the purchaser, to the fullest extent permitted by law.

CONFIDENTIALITY AND NON-DISCLOSURE

The purchaser agrees that this document, including all terms, conditions, and associated materials, is confidential and intended solely for the use of the purchaser. The purchaser shall not disclose, share, or distribute this document, in whole or in part, to any third party without the prior written consent of Axyz.

In particular, this document may not be shared with, disclosed to, or made available to any business or individual that is considered a direct competitor of Axyz. The term "direct competitor" refers to any business, company or entity engaged in the same or substantially similar business activities as Axyz, or any entity offering products or services that are comparable to or competitive with those offered by Axyz.

Failure to comply with this confidentiality provision may result in legal action to recover damages or enforce compliance