Terms and Conditions

Gren Innovation Pty Limited ACN 136 616 772

1. Definitions

The following words have the following meaning:

Agreement means any agreement or contract entered into for the provision of Goods by the Company to the Buyer.

Buyer means the person or entity purchasing the Goods from the Company.

Business Day means a day other than a Saturday or Sunday when trading banks in Sydney are open for general banking business.

Company means Gren Innovation Pty Limited ACN 136 616 772.

Goods means all goods ordered by the Buyer from time to time and supplied by the Company under these Terms of Trade and includes any services forming part of the supply of Goods.

GST means goods and services tax or similar value added tax levied or imposed in Australia pursuant to the GST law or otherwise on a supply.

GST Law has the same meaning as in the GST Act.

Invoice means an invoice sent by the Company to the Buyer for the payment of the Goods supplied to the Buyer at the request of the Buyer.

Price List means the price list of the Company issued from time to time.

Services means services supplied by the Company.

Terms of Trade means the terms and conditions of trade as set out in this document.

2. Basis of Agreement

(a) Unless otherwise agreed by the Company in writing, these Terms of Trade apply exclusively to every contract for the sale of goods by the Company to the Buyer and cannot be varied or supplanted by any other conditions, including the Buyer's Purchase Order (if any).

(b) Any written quotation provided by the Company to the Buyer concerning the proposed supply of Goods is:

(i) valid for 30 days,

(ii) an invitation to treat only,

(iii) subject to the Buyer offering to enter into an agreement in accepting these Terms of Trade.

(d) The Agreement is accepted by the Company when the Company confirms its acceptance of an offer from the Buyer in writing or by electronic means or provides the Buyer with the Goods.

(e) The Company in its absolute discretion may refuse to accept any offer.

(f) It is the Buyer's responsibility to provide the Company with its specific requirements in relation to the Goods.

(g) The Company may vary or amend these Terms of Trade by a notice in writing to the Buyer at any time. Any variations or amendments will apply to orders made by the Buyer after the date of notice.

3. Pricing

(a) Price quotes, whether in the Price List, by written quotation or verbally is, for the supply of Goods plus GST.

(b) If the Buyer requests any variation to the Agreement, the Company may increase the price to account for the variation.

(c) Where there is any change in the costs incurred by the Company in relation to the Goods, the Company may vary its price for the Goods in order to take account of any such change, by notifying the Buyer.

4. No liability

The Company does not accept liability for any Goods supplied to a person or entity by any third party who has not purchased the Goods directly from the Company.

5. Delivery

(a) The Company will nominate and coordinate a carrier on the Buyer's behalf unless otherwise instructed by the Buyer.

(b) The Buyer will inform the Company of all necessary details so that the Company can effect the delivery of the Goods.

(d) Unless otherwise agreed in writing, the Buyer will be responsible for all costs associated with delivery, including any special packaging or required crating, freight, insurance and any other charges arising from the point of despatch of the Goods to the Buyer from the point of delivery.

(e) The Buyer must provide reasonable and proper access to the location specified for delivery.

(f) Any extra carrier charges due to difficult access, wrong or misleading instructions provided by the Buyer, frustrated delivery or the requirement of extra personnel will be charged to the Buyer at cost plus a 10% service fee plus GST charged by the Company/

(g) The obligation of the Company to provide Goods shall be satisfied by the delivery by the Company of the quantity of Goods ordered or if delivery is by instalments, by the delivery of the quantity of Goods to be delivered in each instalment. The Buyer shall only be required to pay for the actual quantity of the Goods delivered by the Company.

(h) If the Company does not receive forwarding instructions sufficient to enable it to despatch Goods within seven (7) days of notification that the Goods are ready, the Buyer shall be deemed to have taken delivery of the Goods from such date. The Buyer shall be liable for storage charges payable monthly on demand.

(i) Where it is necessary for the Company to deliver the Goods in other than a fully assembled condition (which facts must be stated in the quotation), the cost and responsibility of assembling and installation will fall on the Buyer.

(j) The Buyer must inform the Company in writing within three days of receipt:

(i) of the non-arrival of any or all of the Goods,

(ii) if there is damage to the Goods,

(iii) that the wrong Goods have been received,

(iv) that the quantity of the Goods is incorrect, or

(v) the Goods do not meet specification.

6. Terms of Payment

(a) Unless otherwise agreed by the Company in writing, all Goods will be supplied on a cash before delivery basis.

(b) The extension of credit to the Buyer by the Company, shall be at the absolute discretion of the Company, which discretion may be varies from time to time, and where extended unless otherwise advised in writing by the Company, the Company requires cash payment in full by the last Business Day which is 30 days following the date of the Invoice.

(c) In the event that payment for any Invoice has not been received by the Company within 30 days of Invoice, the Company may, in its discretion:

(i) immediately cease any extension of credit; and/or

(ii) charge the Buyer interest on overdue amounts, such interest to be calculated daily on the balance outstanding; and/or

(iii) charge to the Buyer all administration and other costs incurred by the Company in relation to collection of outstanding amounts owed by the Buyer to the Company.

(d) The Buyer may not withhold payment or make any deductions from any amount owing without the Company's prior written consent, which consent may be withheld in its absolute discretion.

(e) The Company will forward a statement monthly to those Buyers granted an extension of credit pursuant to clause 7.2.

(f) Payment Terms may be revoked or amended at the sole discretion of the Company immediately upon giving notice to the Buyer.

7. Sales and Goods and Services Tax

Should any sales tax, GST as levied under the GST Act (as amended) and any other tax, fee, levy or duty imposed by any competent authority be payable on any of the Goods supplied by the Company, such tax, fee, levy or duty will be to the Buyer's account and shall be calculated using the rates and methods of assessment in force at the time of delivery. The Buyer is liable for any other applicable tax, including, without limitation, withholding tax.

8. Passing of Risk and Retention of Title

(a) Risk in the Goods shall pass on delivery.

(b) In the event that payment for the Goods is made before delivery, legal and equitable title shall remain with the Company until such time as delivery is effected.

(c) If payment of the Goods is to be made at any time after delivery, legal and equitable title shall remain with the Company and the Buyer will hold the Goods as bailee for the Company until the Buyer pays to the Company the price as set out in any Invoice together with payment in full for all debts accrued or owed to the Company.

(d) The Buyer agrees and acknowledges that payment is not deemed to have been made until any cheque in payment for an invoice or for all debts accrued or owed to the Company has been duly honoured.

(e) The Buyer may sell or deal in the ordinary course of business with the Goods and with the interest of the Company in the Goods and may for the purpose of such sale or dealing part with possession of the Goods on the condition that the proceeds of any sale or dealing will be held by the Buyer on trust for the Company and the provisions of this clause 9 are complied with. The Buyer hereby agrees to accept this appointment as bailee and fiduciary.

(f) Notwithstanding any other clauses of these Terms of Trade, the Company reserves the following rights in relation to the Goods until all amounts owed by the Buyer to the Company are fully paid:

(i) legal and equitable ownership of the Goods;

(ii) to enter the Buyer's premises (or the premises of any associated company or agent where the Goods are located) without liability for trespass or any resulting damage and retake possession of the Goods; and

(iii) to keep or resell any of the Goods pursuant to clause 9(f)(i).

(g) The Buyer must, so long as the Company is entitled to the property in the Goods, store the Goods so that they are clearly identifiable as the property of the Company.

(h) In the event that the Goods are resold by the Buyer, it will be deemed to have done so as agent for the Company and only on the following terms:

(i) on such disposal or dealing, the Buyer transfers all rights to the proceeds of that disposal or dealing to the Company absolutely;

(ii) the Buyer as bailee and fiduciary of the Goods must hold the proceeds of any sale or dealing of the Goods (to the extent of any liability to the Company in respect of the Goods) in trust for the Company;

(iii) the Buyer must keep separate records of any sale of the Goods and must maintain the proceeds in a separate account; and

(iv) the Buyer must account to the Company for any proceeds from such Goods and must direct any purchasers of the Goods to pay the proceeds to the Company

(i) If payment for the Goods is not made by the Buyer by the due date specified by the Company to the Buyer then the Buyer must return the Goods to the Company on demand. If the Buyer does not return the Goods to the Company within 48 hours of receipt of the demand, the Company shall be entitled to enter upon the Buyer's premises at any time to do all things necessary to recover the Goods. The Buyer shall be liable for all costs associated with the exercise by the Company of its rights under this clause which shall be repayable on demand.

9. Warranty

(a) Subject to clause 9(c)

(i) The Company, in its discretion if it deems necessary, will replace any parts to remedy any failure due to faulty workmanship or materials, provided that the Goods only have acceptable variance; and

(ii) any replacement parts will only be warranted for the unexpired portion of the warranty period attached to the original Goods;

(b) Provision of the Warranty is subject to:

(i) the Buyer not being In breach of this or any Agreement;

(ii) no longer that 12 months having elapsed from the date of installation of the goods at a purchasers premises or 15 months from the dispatch of the goods from the Company warehouse, which ever is the sooner;

(iii) the Company or its representative, at its option, having access to the goods for the purposes of inspection and verification of any claim;

(iv) the Buyer accepting an invoice for any replacement parts claimed under Warranty, which will be reimbursed, excluding freight costs, only after confirmation of claim pursuant to clause 10(c)(i);

(v) the Buyer has not repaired the goods in an unauthorised manner or altered the goods in any way;

(vi) service calls and on-site Warranty repair work being on the Australian mainland and within 50kms of the service operators premises, if not, then any distance be charged to the Buyer on the excess at commercial rates;

(vii) the Buyer using and maintaining the goods in accordance with the Company instructions and in accordance with commonly accepted operating practices;

(viii) the Buyer testing the operation of the goods before shipping to any third party;

(ix) the Buyer providing written notice within 3 days of delivery of any goods that it believes do not meet specifications or goods that are defective; and

(x) correct storage, siting and installation of the goods.

(i) damage or alternation to the goods arising from circumstances outside the control of the Company, including without limitation, power surges where the goods are not used for their intended purpose, or where goods or any part of them have been changed in any manner;

(ii) the failure of goods that have been manufactured to a Buyer's specification or design and that failure was caused by a Buyer specification of design fault;

(iii) any problem that might arise due to poor installation or siting of the goods, including but not limited to lack of sufficient fresh air circulation;

(iv) any problem that might arise out of the installation of Remote Cabinets, including but not limited to, leaks in the refrigerant system and components;

(v) any third party equipment that the Buyer might have specified;

(vi) damage to, or breakage of, glass doors; and

(vii) the failure of gaskets, circuit breakers, fluorescent lights, hinges, condenser and evaporator fences and TX valves.

(d) The Buyer warrants to use the goods in accordance with:

(i) any instructions provided to it by the Company from time to time;

(ii) all government and local regulations, including but not limited to all relevant environmental laws and regulations governing the storage, installation, use, handling and maintenance of the goods;

(iii) all necessary and appropriate precautions and safety measures relating to the storage, installation, use, handling and maintenance of the goods.

(e) In the case of goods not manufactured by the Company but are sourced from third parties, this Warranty will not operate to extend the terms of original manufacturer of those goods.

10. Guarantee

(a) Except as specifically set out in this document or contained in any warranty statement provided with the Goods, any Term, Condition or Warranty in respect of the quality, merchantability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the Goods whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.

(b) Replacement or repair of Goods or resupply of the Services is the absolute limit of the Company's liability howsoever arising under or in connection with the sale, use of, storage or any other dealings with the Goods by the Buyer or any third party.

(c) The Company is not liable for any indirect or consequential losses or expenses suffered by the Buyer or any third party, howsoever caused, including but not limited to loss of perishables, loss of turnover, profits, business or goodwill or any other liability to any other party.

(d) The Company will not be liable for any loss or damage suffered by the Buyer where the Company has failed to deliver Goods or fails to meet any delivery date or cancels or suspends the supply of Goods.

(e) The seller's liability for a breach of a condition or warranty implied by Div 2 of Pt V of the Trade Practices Act 1974 (other than s 69) is limited to:

(i) in the case of goods, any one or more of the following:

(A) the replacement of the goods or the supply of equivalent goods.

(B) the repair of the goods;

(D) the payment of the cost of having the goods repaired; or

(ii) in the case of services:

(A) the supplying of the services again; or

(B) the payment of the cost of having the services supplied again.'

(f) The seller's liability under s 74H of the Trade Practices Act 1974 is expressly limited to a liability to pay to the purchaser an amount equal to:

(i) the cost of replacing the goods;

(ii) the cost of obtaining equivalent goods; or

(iii) the cost of having the goods repaired, whichever is the lowest amount.

11. Buyer's Warranty and Indemnity

(a) The Buyer acknowledges and warrants to the Company that as at the date of entry into a contract to purchase the Goods, the Buyer is not insolvent nor has be committed any act of bankruptcy, or being a company knows of no circumstances which would entitle a debenture holder or unsecured creditor to appoint a receiver, to petition for winding up of the Buyer or exercise any other rights over or against the Buyer's assets.

(b) Without prejudice to any other rights the Company may have against the Buyer, the Buyer shall indemnity the Company for and save it harmless from any loss damage or expense incurred by the Buyer as a result of the Buyer.

(i) Cancelling any order (or part thereof) for the Goods; or

(ii) Breaching these Terms of Trade

12. Default

Should the Buyer fail to make payment for any Goods supplied by the Company on the dates due for payment or commit a breach of any term of the sale or being a natural person commit an act of bankruptcy, or being a corporation by act or omission enable the appointment of an administrator authorised to enter into possession or assume control of any property of the Buyer, then:

(a) the right of the Buyer to sell the Goods in the ordinary course of business or otherwise immediately terminates without the need for the Company to provide written confirmation; and

(b) the Company may without prejudice to any other rights it may have, do any or all of the following:

(i) immediately withdraw any credit facilities which may have been extended to the Buyer and require immediate payment of all moneys accrued or owing to the Company;

(ii) withhold any further deliveries of Goods or performance of service required under the contract;

(iii) in respect of Goods already delivered, enter onto the Buyer's premises to recover and resell same for its own benefit;

(iv) suspend and/or terminate performance of any other contracts which the Company has with the Buyer.

13. Specifications

(a) All specifications, drawings, illustrations descriptive matter and particulars contained in the Company catalogues, website and marketing documents are indicative only, do not form part of this Agreement, and are not representations or warranties of any kind. Any discrepancy will not entitle the Buyer to rescind this Agreement or seek compensation or damages.

(b) The Company reserves the right to make minor modifications to its goods without notice to the Buyer and deliver such modified goods against any existing order, unless such right is waived by the Company in writing to the Buyer.

(d) All drawings, descriptive matter and particulars supplied, remain the Company's property and are to be returned to the Company on demand. The Buyer must not publish or communicate them to any other person without Retro Refrigeration Products prior consent in writing.

14. Intellectual Property

(a) The Buyer acknowledges that it has no proprietary right or interest in the Intellectual Property.

(b) The Buyer must not register or record or attempt to register or record anywhere in the world the Intellectual Property or any part or any patents, inventions, trade marks or designs derived from or similar to the Intellectual Property or aid or abet anyone else in doing so.

(c) The Buyer must not at any time create, sell, manufacture or process any goods or services using or taking advantage if the Intellectual Property.

(d) Any Intellectual Property provided to the Buyer by the Company in connection with the goods and services remains exclusive property of the Company and must be returned to the Company on demand and must not be copied or communicated to any third party without the express written consent of the Company.

15. Goods Returned

(a) The Buyer shall inspect the Goods immediately upon delivery and if the Goods are damaged or otherwise not in conformity with the contract relating to their supply, then the Buyer shall give written notice to the Company of the details with respect thereof within 7 days of the date of delivery.

(b) Subject to clause 16(c), any Goods the subject of a notice under clause 16(a) shall be left in the state and condition in which they were delivered until such time as the Company or its duly authorised agent has inspected the Goods, Such inspection to be carried out within a reasonable time after notification by the Buyer. If the Goods are not so left in the state and condition in which they were delivered, the Buyer shall be deemed to have accepted the Goods and shall pay the purchase price for the Goods to the Company.

(c) Upon receipt of a notice under clause 16(a), the Company will advise a return authorisation number and the mode of transport (if clause 16(b) is not to apply) acceptable to the Company. Any Goods returned to the Company will be at the Buyer's entire risk as to loss or damage. in relation to Goods returned to the Company, the Buyer undertakes to follow the Company's instructions, prepay the freight and clearly mark the freight with the return authorization number advised by the Company.

(d) Deliveries not complying with clause 16(c) will not be accepted by the Company.

(e) Subject to clauses 16(a) and 16(c), in the event that the buyer orders incorrect Goods and cancels an order and then orders different Goods then a 20% handling fee and all transport and insurance costs for return of previously delivered Goods and despatch of new ones will apply. The Company reserves the right to charge for any other costs incurred in such execution.

16. Buyer's property

Any property of the buyer under the seller's possession, custody or control is completely at the buyer's risk as regards loss or damage caused to the property or by it.

17. Storage

The seller reserves the right to make a reasonable charge for storage if delivery instructions are not provided by the buyer within fourteen days of a request by the seller for such instructions. The parties agree that the seller may charge for storage from the first day after the seller requests the buyer to provide delivery instructions.

18. Returned goods

(a) The seller is not be under any duty to accept goods returned by the buyer and will do so only on terms to be agreed in writing in each individual case.

(b) If the seller agrees to accept returned goods from the buyer under paragraph (a) of this clause, the buyer must return the goods to the seller at the seller's place of business referred to at the head of these conditions.

19. Goods sold

All goods to be supplied by the seller to the buyer are as described on the purchase order agreed by the seller and the buyer and the description on such purchase order modified as so agreed prevails over all other descriptions including any specification or enquiry of the buyer.

20. Cancellation

(a) No order may be cancelled except with consent in writing and on terms which will indemnify the Company against all losses.

(b) If, through circumstances beyond the control of the Company, the Company is unable to effect delivery or provision of Goods, then the Company may cancel the Buyer's order (even if it has already been accepted) by notice in writing to the Buyer.

(c) No purported cancellation or suspension of an order or any part thereof by the Buyer is binding on the Company after that order has been accepted.

(d) The Company, in its absolute discretion, may review, alter or terminate the Buyer's credit limit or payment terms without notice.

(e) If the Buyer cancels the order after acceptance by the Company, then the Company will be entitled to damages for breach of contract.

21. Risk and Insurance

(a) The risk in the Goods and all insurance responsibility for theft, damage or otherwise in respect of the Goods will pass to the Buyer immediately on the Goods being despatched from the Company's premises.

(b) The Goods are sold to the Buyer on the basis that the Buyer has obtained all necessary licences or permits under all relevant laws and regulations in relation to the Goods.

(c) The Buyer assumes all risk and liability for all loss, damage or injury to persons or to property of the Buyer or third parties arising out of the use or possession of any of the Goods sold by the Company, whether such Goods are used singularly, or in combination with other substances, or any processes.

22. Acknowledgments

The Buyer acknowledges that:

(a) it has not relied on any service involving skill and judgment, or any advice recommendation, information or assistance provided by the Company in relation to the Goods and Services or their use or application,

(b) it has the sole responsibility of satisfying itself that the Goods are suitable for the use of the Buyer or any contemplated use by the Buyer whether or not such use is known by the Company,

(c) any description of the Goods provided in a quotation or invoice is given by way of identification only and the use of such description does not constitute a contract of sale by description,

(d) it must provide to the Company full particulars of its requirements, including but not limited to its ABN, order number, quantity and model number and any options required, delivery date, delivery address, insurance instructions and freight instructions before the Company will accept any order.

23. Performance of Agreement

(a) Any period or date of delivery or provision of Goods stated by the Company is intended to be an estimate only and is not a contractual commitment. The Company will use its reasonable endeavours to meet any estimated dates of delivery of the Goods but will in no circumstances whatsoever be liable for any loss or damage suffered by the Buyer or any third party for failure to meet any estimated date.

(b) A completed driver's manifest or delivery docket signed by the driver or by the Buyer or its employee or agent will be proof of delivery of Goods invoiced.

24. Severability

All provisions contained in these Terms of Trade shall be constructed so as not to be invalid, illegal or unenforceable in any respect but if any such provision on its true interpretation is illegal, invalid or unenforceable that provision may, at the option of the parties, be read down to such extent as may be necessary to ensure that it is not illegal, invalid or unenforceable and as may be reasonable in all circumstances so as to give it a valid operation of the partial character. In the event that any such provision or part thereof cannot be so read down, such provision shall be deemed to be void and severable and the remaining provisions hereof shall not in any way be affected or impaired thereby,

25. Force Majeure

The Company shall not be liable for any claims for non-fulfilment or late delivery should actual delivery of these Goods or any parts be delayed in consequence of unforeseen events such as strikes, unforeseen breakdown, suspension of electricity or other relevant power supply, riots, war, robbery, civil commotion, adverse non foreseeable weather conditions, disaster caused by fire and/or water, action of government or port authority, delay of vessel, rail-road embargoes, in ability to obtain transportation facilities or due to a failure of an original equipment manufacturer to supply components by the due dale.

26. Applicable Law

These Terms of Trade shall be governed by and constructed in accordance with the laws in force in the State of New South Wales, Australia and the parties submit to non-exclusive jurisdiction of the Courts of the State.