Terms And Conditions.

These Terms and Conditions:

(a) form part of any Quote in which they are referred or attached to;

(b) where the Quote has been accepted, they together with the Quote contain the terms of a legally

binding agreement (Contract) between the Purchaser named in the Quote (Purchaser) and LEDsafe

Pty Ltd as Trustee for The Ambassador Trust (ABN 62 478 147 035) (LEDsafe).

By accepting the Quote, the Purchaser agrees to be bound by the terms in this Contract.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

Contract Date means the date this Contract is formed by the Purchaser’s acceptance of the Quote.

Confidential Information means all non-public business or technical information, in any form whether

tangible or not, disclosed or communicated by a party to the other, or learnt or accessed by, or to which

the other party is exposed as a result of entering into this Contract. It does not include information which

party can demonstrate by written records was:

(a) already known to that party;

(b) received by that party from a third party not under a duty of confidence; or

Information of the other party.

Fees means the amount payable for the Goods and Services as specified in the Quote, subject to any

adjustment under the Contract.

Force Majeure Event affecting a party means a circumstance beyond the reasonable control of that party

causing that party to be unable to observe or perform on time an obligation under this Contract, including

acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster, acts

of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage, revolution and acts of

war and war, general strikes (other than of its own staff), embargo, or power, water and other utility

shortage.

Goods means the goods as described in the Quote for purchase by the Purchaser.

GST means GST imposed by the GST law, applicable from time to time, as that term is defined in A New

Tax System (Goods and Services Tax) Act 1999 (Cth) or a successor Act.

Installer means the service provider responsible for installing the Goods and providing other Services as

specified in the Quote.

Manufacturer means the manufacturer of the Goods.

Quote means a quote, invoice or other offer document provided by LEDsafe to supply Goods and/or

Services.

Site means the delivery or installation address for the Goods set out in the Quote.

Services means the services to be supplied as described in the Quote.

1.2 Interpretation

If there is any inconsistency between the Quote and these Terms and Conditions, then the terms of the

Quote will prevail to the extent of the inconsistency.

1.3 Acceptance of Quote

The Purchaser may accept a quote in writing or orally by instructing LEDsafe to commence work.

2. GOODS AND SERVICES

2.1 Sale of Goods

(a) LEDsafe will sell the Goods to the Purchaser.

(b) All sales of Goods are final and LEDsafe will not accept return of any Goods unless expressly

provided for in this Contract.

2.2 Delivery of Goods

(a) Unless the Quote specifies otherwise and subject to Purchaser’s compliance with the Contract

(including payment), LEDsafe will arrange for delivery of the Goods to the Site.

(b) LEDsafe will provide the Purchaser with indicative timeframes for delivery of the Goods. However,

LEDsafe makes no representations regarding time for delivery, and the Purchaser will have no

claim of any kind against LEDsafe for any late delivery for whatever reason.

all necessary precautions for the safe collection and subsequent use of the Goods by the

Purchaser or any other person.

2.3 Services

LEDsafe will perform the Services, including arrangement of any installation of the Goods, in accordance

with the description in the Quote.

2.4 Changes to Goods and Services

(a) If the Purchaser requires a change to the Goods and Services after the Contract Date and prior to

delivery of the Goods or completion of the Services, the Purchaser must notify LEDsafe in writing.

If LEDsafe is able to accommodate the change, the parties will agree to an amendment to this

Contract, including any change to the Fee and delivery dates.

(b) If the scope of the Goods or Services required by the Purchaser varies significantly from that in the

Quote and LEDsafe has commenced work, the Purchaser agrees to pay any reasonable amounts

notified by LEDsafe in relation the change of scope of Goods or Services required.

any alteration to the Goods or Services supplied by LEDsafe arising from any discrepancy, error or

omission in any drawing, specification or other information supplied by or approved by the

Purchaser.

2.5 Documentation

LEDsafe will provide the Purchaser with any manufacturer’s or installer’s documentation, written

instructions and manuals that the manufacture or installer has provided to LEDsafe. The Purchaser will

comply with all such documentation when using the Goods and Services.

2.6 Compliance with laws

Both parties will comply with the requirements of all relevant laws (including without limitation

Commonwealth and State legislation, relevant environmental and work health & safety legislation) as

applicable to the Goods and Services.

2.7 Purchaser to obtain consents and approvals

Without limiting clause 2.6, the Purchaser must give all notices and obtain all consents and approvals

required to be given or obtained in connection with the Goods and Services, and must pay all fees and

bear all costs connected with such notices and consents.

2.8 Acknowledgement

The Purchaser acknowledges that it has made its own enquiries about the nature of the Goods and

Services and their suitability for any use or purpose. The Purchaser does not rely on any representation

by LEDsafe in relation to these matters.

2.9 Safe Place of Work

Where LEDsafe is providing Services other than that from LEDsafe’s premises, the Purchaser is

responsible for safety of the place where the Services are being provided and warrants that the Purchaser

will provide a safe place of work including for the Installer.

3. PAYMENT

3.1 Payment Terms

(a) Unless otherwise agreed in the Quote, payment of the Fees is due in full within 3 days of the

Contract Date.

(b) Alternative payment terms may be offered at LEDsafe’s discretion following a term of satisfactory

trading by the Purchaser. Such alternative payment terms will be set out in the Quote.

(d) Time is of the essence in relation to payment of Fees. Interest is payable on overdue Fees at

15% per annum compounded annually.

3.2 Change to Fees

(a) The Purchaser agrees to pay any additional Fees for changes to the Goods and Services under

clause 2.4.

(b) The Fees may be adjusted by an amount necessary to take account of any material increase in

the cost of the Goods or Services, if LEDsafe can reasonably demonstrate that any costs

associated with the provision of the Goods or Services (whether labour, equipment, regulatory or

other costs) have increased substantially after the date of the Quote but before the supply of the

Goods or Services. In this case, LEDsafe will notify the Purchaser in writing as soon as

practicable after becoming aware of the increase and the Purchaser agrees to pay the amount of

any such increase.

3.3 Taxes and GST

(a) The Purchaser is responsible for all taxes, imposts, duties and other charges associated with the

Goods and Services or the importation and sale of the Goods.

(b) All amounts payable or the value of other consideration provided in respect of supplies made in

relation to this Contract are exclusive of GST (if any).

accordance with this Contract the amounts payable or the value of the consideration provided for

that supply (or deemed supply) must be increased by the amount of GST payable in relation to

the Supply.

(d) Where any amount is payable to a party being a reimbursement, indemnification or similar

payment calculated by reference to a loss, cost, expense or other amount incurred by that party

then such amount shall be reduced by the amount of any input tax credit available to that party

and, if a taxable supply, shall be increased by the GST payable in relation to that supply.

(e) All GST payable shall be payable at the time of any payment to which it relates is payable.

(f) Where in relation to this Contract a party makes a taxable supply, that party shall provide a tax

invoice in respect of that supply before the GST payable in respect of that supply becomes due.

4. RISK AND TITLE IN GOODS

4.1 Risk in Goods

Risk in the Goods will pass to the Purchaser at the time of delivery to the Site.

4.2 Title in Goods

(a) Notwithstanding delivery and the passing of risk in the Goods, title, property and ownership (both

legal and equitable) in the Goods will not pass to the Purchaser until LEDsafe has received

payment of the Fees in full in accordance with this Contract.

(b) Until such time as title in the Goods passes to the Purchaser:

(i) the Purchaser will hold the Goods as LEDsafe’s fiduciary agent and bailee and will keep

the Goods separate from those of the Purchaser and third parties and will properly store,

protect, insure and identify the Goods as LEDsafe’s property;

(ii) LEDsafe will be entitled at any time to require the Purchaser to redeliver up the Goods to

LEDsafe and, if the Purchaser fails to do so forthwith, to enter upon any premises of the

Purchaser or any third party where the Goods are stored and to repossess the Goods. The

Purchaser will ensure that any third party with whom the Goods are stored consent to this

clause and the Purchaser appoints LEDsafe as their attorney for the purposes of this

clause.

full, the Purchaser may sell such goods or use the Goods in the ordinary course of the Purchaser’s

business. As between the Purchaser and the Purchaser’s customer of any item of the Goods, the

Purchaser sells as principal and not as agent of LEDsafe. The proceeds of sale of each item of

Goods must be held by the Purchaser in a separate fund on trust for LEDsafe and the Purchaser is

under a duty to account to LEDsafe for such proceeds. The creation of, or any failure of, any such

trust shall not in any way limit the obligation of the Purchaser to pay an amount to LEDsafe for

Goods supplied.

(d) Until Goods are sold, the Purchaser must keep the Goods safe and free from deterioration,

destruction, loss or harm, clearly designate the Goods as the property of LEDsafe, store them in

such a way they are clearly identified as the property of LEDsafe and keep full and complete

records, firstly, of the physical location of the Goods and, secondly, the ownership of the Goods by

LEDsafe.

(e) This reservation of title and ownership is effective whether or not the Goods have been altered from

their supplied form, or commingled with other goods.

5. SECURITY INTEREST

(a) The retention of title arrangement described in clause 4.2 constitutes the grant of a purchase

money security interest by the Purchaser in favour of LEDsafe in respect of all present and after-

acquired Goods supplied to the Purchaser by LEDsafe.

(b) The Purchaser must immediately, if requested by LEDsafe, sign any documents, provide all

necessary information and do anything else required by LEDsafe to ensure that LEDsafe’s

purchase money security interest is a perfected security interest.

to register any security interest in respect of the Goods or any proceeds from the sale of the Goods

until LEDsafe has perfected its purchase money security interest.

(d) For any Goods supplied that are not goods that are used predominately for personal, domestic or

household purposes, the parties agree to contract out of the application of ss 95, 118, 121(4), 130,

132(4) 135, 142 or 143 of the PPSA in relation to the Goods.

(e) The Purchaser hereby waives any rights the Purchaser may otherwise have to:

(i) receive any notices the Purchaser would otherwise be entitled to receive under ss 95,118,

121, 130, 132 or 135;

(ii) apply to a Court for an order concerning the removal of an accession under section 97;

(iii) object to a proposal of the Purchaser to purchase or retain any collateral under ss 130 and

135;

(iv) receive a copy of a verification statement confirming registration of a financing statement,

or a financing change statement, relating to any security interest LEDsafe may have in

Goods supplied to the Purchaser from time to time.

For the purposes of this clause “PPSA’ means the Personal Property Securities Act 2009. The

expressions “accession”, “collateral”, ‘financing statement”, “financing change statement”, “security

agreement”, “security interest”, “perfected security interest” and “verification statement” have the

meanings given to them under, or in the context of the PPSA. References to sections are to

sections of the PPSA.

6. WARRANTIES

6.1 Acknowledgements

The Purchaser acknowledges and agrees that:

(a) it has not relied on any skill or judgment of LEDsafe as to whether the Goods or Services are

suitable for any purpose, and has otherwise not relied upon or been induced by any statements,

representations or inducements of LEDsafe, or any Manufacturer or Installer, which are not

expressly incorporated into the terms of this Contract; and

(b) the Goods are produced by a third party Manufacturer and agrees that LEDsafe is under no liability

to the Purchaser for the failure of the Manufacturer to provide the Goods on time or at all.

6.2 Manufacturer’s warranty (Goods)

The Goods may be covered by the Manufacturer’s warranty (Manufacturer’s Warranty). Where

possible, LEDsafe will pass through to the Purchaser to Manufacturer’s Warranty. LEDsafe does not

provide any additional warranty in respect of the Goods, unless required by law.

6.3 Claiming on Manufacturer’s Warranty

The application of the conditions of the Manufacturer’s Warranty are strictly between the Manufacturer

and the Purchaser. Unless otherwise agreed, the Purchaser must make a claim on the Manufacturer’s

Warranty directly with the Manufacturer and not via LEDsafe.

6.4 Installer’s warranty (Services)

The Services may be covered by the Installer’s warranty (Installer’s Warranty). Where possible,

LEDsafe will pass through to the Purchaser the Installer’s Warranty. LEDsafe does not provide any

additional warranty in respect of the Services provided by the Installer, unless required by law.

6.5 Claiming on Installer’s Warranty

The application of the conditions of the Installer’s Warranty are strictly between the Installer and the

Purchaser. Unless otherwise agreed, the Purchaser must make a claim on the Installer’s Warranty

directly with the Installer and not via LEDsafe.

7. TERMINATION

7.1 Default by Purchaser

If the Purchaser:

(a) is in breach of any of the terms of this Contract and has failed to remedy such breach within 7

days of receiving notice when the breach relates to payment or Fees, or 14 days in other cases;

(b) has become insolvent, or bankrupt or has had an administrator, receiver or liquidator appointed;

then LEDsafe may at its option terminate the Contract immediately on written notice to the Purchaser and:

(d) retain any part of the Goods not yet delivered; or

(e) do any combination of these things.

Any affected Goods may be retained or resold by LEDsafe and sold at a price determined by LEDsafe

with any difference in price remaining with the Purchaser as debt owed to LEDsafe. Without limitation,

LEDsafe’s rights under clause 4.2(b)(ii) will apply.

Nothing in this clause nor the exercise by LEDsafe of any rights under this clause will in any way limit any

right to damages or other remedies LEDsafe may have with respect to this Contract.

7.2 Default by LEDsafe

If LEDsafe:

(a) is in breach of any of the terms of this Contract and has failed to remedy such breach within 14

days of receiving notice; or

(b) has become insolvent, or bankrupt or has had an administrator, receiver or liquidator appointed;

then the Purchaser may at its option terminate the Contract immediately on written notice to LEDsafe.

8. LIABILITY AND INDEMNITY

(a) The Purchaser will be liable for, and to the extent permitted by law hereby releases and

indemnifies LEDsafe against all claims, loss or expense including claims in contract, tort

(including negligence) or otherwise) whether arising out of, or in connection with or relating to any

breach by the Purchaser of this Contract.

(b) The Purchaser may have the benefit of consumer guarantees under the Australian Consumer

Law. Otherwise, to the maximum extent permitted by law, all terms, conditions or warranties that

would or might be implied into these Conditions or in connection with the supply of any Goods or

Services by LEDsafe are excluded.

personal, domestic or household use and the Purchaser is deemed to be a consumer for the

purposes of section 64A of the Australian Consumer Law, the Purchaser agrees that LEDsafe’s

liability for a failure to comply with a consumer guarantee that the Purchaser may have a benefit

under the Australian Consumer Law other than a guarantee under ss 51 (title), 52 (undisturbed

possession) and 53 (undisclosed securities), is limited to, at the option of LEDsafe, one or more of

the following:

(i) replacement of the goods or the supply of equivalent goods;

(ii) the repair of the goods;

(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or

(iv) equivalent goods; or

(v) the payment of the cost of having the goods repaired.

(d) To the extent that Services supplied by LEDsafe are services other than services of a kind

ordinarily acquired for personal, domestic or household use or consumption, LEDsafe’s liability for

failure to comply with a consumer guarantee that the Purchaser may have the benefit of is limited

to, at the option of LEDsafe:

(i) the supply of the Services again; or

(ii) the payment of the cost of having the Services supplied again.

(e) Notwithstanding anything else expressed or implied in these terms, to the extent permitted by law,

LEDsafe shall not be liable for any injury to persons or damage to property, loss of production, or

for any special indirect or consequential loss or damage whatsoever such as but not limited to

loss of profits, revenue or goodwill, loss of use, loss of power, costs of capital or costs of

replacement power, arising in any way whether directly or indirectly and whether as a result of

negligence on the part of LEDsafe or its employees, agents and contractors or otherwise arising

out of or resulting from, whether directly or indirectly, the design, manufacture, supply, use or

installation of the Goods or Services.

(f) To the extent permitted by law, LEDsafe’s liability to the Purchaser under this Contract or in tort

(including negligence) is limited to the amount of the Fees.

(g) The Purchaser acknowledges that LEDsafe provides no warranties on the Goods in its own

capacity (except as expressly set out in this Contract or as required by Law) and agrees not to

make any claim against LEDsafe liable for any failure in relation to the Manufacturer’s Warranty.

(h) The Purchaser acknowledges that LEDsafe provides no warranties on the installation Services in

its own capacity (except as expressly set out in this Contract or as required by Law) and agrees

not to make any claim against LEDsafe liable for any failure in relation to the Installer’s Warranty.

9. CONFIDENTIALITY

(a) Each party agrees to keep strictly confidential, and not to disclose, the confidential information of

the other party.

(b) Each party agrees to use the confidential information of the other party solely to carry out its

obligations or receive the benefits of this Contact.

the Contract including any Order, and LEDsafe’s proprietary know-how and techniques.

(d) The obligations in this clause do not apply to confidential information required to be disclosed by

law or pursuant to stock exchange listing rules.

(e) Confidential information does not include information that is generally known to the public, is

received from a third party who is not under an obligation of confidence, or which is already

known to the recipient.

10. GREEN ENERGY RIGHTS (including Energy Savings Certificates)

(a) The parties acknowledge that Green Energy Rights may arise out of the installation of the Goods

or the provision of the Services.

(b) The parties agree that the Purchaser will assign all rights, title and interest in any Green Energy

Rights that may arise, accrue or come into existence under this Contract to the nominated

Accredited Certificate Provider nominated by LEDsafe unless otherwise specified in the Quote.

Purchaser acknowledges that LEDsafe may act as an agent for or introduce an Accredited

Certificate Provider (ACP) for the purposes of certificate creation as is relevant to the project and

State of origin of the Green Energy Rights produced. A point of sale discount for goods or

services or rebate to the Purchaser may result from revenues produced by the trade or sale of

those Green Energy Rights by the assigned ACP, details of which will be set out to the purchaser

prior to the nomination of the ACP and commencement of the creation of any relevant certificates.

(d) Each party will promptly do and perform all further acts and execute and deliver all further

documents required by law or reasonably requested by any other party to give effect to this

clause 10.

(e) For the purposes of this clause:

“Green Energy Rights” means all rights, benefits, credits or certificates of any kind which derive

from the sale of the Goods or the provision of the Services including but not limited to all

Greenhouse Gas Reduction Credits.

“Greenhouse Gas” means any of the following gases; carbon dioxide, nitrous oxide, methane,

sulphur hexafluoride, perfluorocarbons and hydrofluorocarbons.

“Reduction Credits means any benefits or credits of any kind (including any emission reduction

unit) which arise or are created under any regulatory regime or licensing requirements including

any rights relating to demand side abatement which arise or are capable of being created as a

result of the sale of the Goods or the provision of the Service.

11. NOTICES

A notice in connection with the Contract:

(a) must be in writing;

(b) must be marked for the attention of the person described in the Quote; and

or from a place outside Australia) to the address of the addressee or sent by email to the

addressee which is specified in the Quote or if the addressee notifies another address then to that

address.

12. GENERAL

14.1 Entire Agreement

The Contract supersedes all other discussions, representations and arrangements relating to the supply

of the Goods or Services and constitutes the entire agreement between LEDsafe and the Purchaser with

respect to the sale of the Goods or Services. Without limiting the foregoing, this Contract does not

incorporate any terms and conditions attached to or on the back of any purchase order or other

document supplied by the Purchaser.

14.2 Variation

No variation, modification or alteration of any of the terms of the Contract will be of any effect unless in

writing and signed by each of the parties.

14.3 Governing Law

This Contract is be governed by and construed in accordance with the laws of New South Wales,

Australia. Each party to this Contract submits to the non-exclusive jurisdiction of the Courts of that State.

14.4 No assignment

The Purchaser must not assign its rights or obligations under this Contract without the prior written

consent of LEDsafe.

14.5 No waiver or set off

The failure of any party to enforce any provision of this Contract or exercise any rights expressed in this

Contract, will not be a waiver of such provisions or rights and will not affect the enforcement of this

Contract. The Purchaser has no right of set-off.

14.6 Force Majeure

(a) Subject to the requirement to give notice under this clause, if the performance by any party

(Affected Party) of all or any of its obligations under this Contract is prevented or delayed (in

whole or in part) due to any Force Majeure Event, excluding the obligation to pay the Fees, this

Contract will continue and remain in effect but the Affected Party will not be in breach of this

Contract for that reason only, and the Affected Party will be granted a reasonable extension of

time to complete performance of its affected obligations.

(b) The Affected Party must promptly after becoming aware of a Force Majeure Event, give written

notice to the other party of the nature of the Force Majeure Event and the way and the extent to

which its obligations are prevented or delayed and notify the other party of any material change in

these matters and use its reasonable endeavours to limit the effects of the Force Majeure Event,

and promptly carry out its obligations as soon as, and to the extent that, it is able to do so.

14.7 Claim Period

If the Purchaser has any claim against LEDsafe, the Purchaser must promptly notify LEDsafe and must

bring any such claim against LEDsafe within 1 year of the cause of action arising.

Terms And Conditions.

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