Sales Contract

THIS AGREEMENT is made on the date set out at Item 1 of the Schedule

B E T W E E N :

BRAILLE SIGN SUPPLIES PTY LTD (ACN 613 130 831)

of 93 Beach Road, Torquay VIC 3228                                                                       “Supplier”

– and –

THE CUSTOMER SET OUT AT ITEM 2 OF THE SCHEDULE

of the address set out at Item 3 of the Schedule                                                     “Customer”

BACKGROUND

1. The Supplier is in the business of manufacturing and supplying braille signs to customers in Australia.
2. The Customer wishes engage the Supplier to supply braille signage.
3. The Supplier has provided a quotation to the Customer to supply braille signage and/or related products and services (“Quote”).
4. The terms and conditions (“Terms and Conditions”) set out below form a part of the Quote.
5. For the avoidance of doubt, in accepting the Quote, the Customer accepts the Terms and Conditions.
6. The Supplier and the Customer agree to transact on the terms set out in this Contract (as that term is defined below).

OPERATIVE PART

1. Definitions

In this document:

Business Day means a day (not being a Saturday, Sunday or public holiday) on which Australian banks (as defined in Section 9 of the Corporations Act 2001) are open for general banking business in the capital city of the State of Victoria.

Claims means any claim, debt, demand, complaint, cause of action, cross-claim (and counterclaim), action, liability, suit or proceeding, whether present or contingent, whether in contract, tort, statute, equity or otherwise.

Consequential Loss means loss of expected savings, loss of use, loss of opportunity, loss of profit, loss of revenue, increased financing costs, loss arising from delay, or any consequential, special or indirect loss or damage, whether or not the possibility or potential extent of the loss or damage was known or foreseeable, and whether arising from a claim under indemnity, contract, tort (including negligence), statute or otherwise.

Commencement Date means the date set out at Item 1 of the Schedule.

Contract means the agreement between the Supplier and the Customer recorded in:

• the Quote; and
• the Terms and Conditions.

Goods means any goods supplied by the Supplier pursuant to the Contract.

GST has the meaning given to that term in the GST Law.

GST Law has the meaning given to that term in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Insolvency Event means:

• if the Customer is an individual, being declared bankrupt (or declaring bankruptcy) regardless of whether it is voluntary or by sequestration order, entering into a debt agreement under Part IX of the Bankruptcy Act 1966, entering into a personal insolvency agreement under Part X of the Bankruptcy Act 1966, making application for temporary debt protection, or any analogous event.
• if the Customer is a corporation, being in liquidation or provisional liquidation, under administration, having a controller (as defined in the Corporations Act 2001) or analogous person appointed to the Customer or any of the Customer’s property, being taken under section 459F(1) of the Corporations Act 2001 to have failed to comply with a statutory demand, being unable to pay the Customer’s debts, dying, ceasing to be of full legal capacity or otherwise becoming incapable of managing the Customer’s own affairs for any reason, taking any step that could result in the Customer becoming insolvent under administration (as defined in section 9 of the Corporations Act 2001), entering into a compromise or arrangement with, or assignment for the benefit of, any of the Customer’s members or creditors, or any analogous event.

Intellectual Property Rights means any registered or unregistered intellectual property rights including but not limited to patents or rights concerning any discovery, invention, process, improvement, technique or procedure or any information concerning the foregoing (whether patentable or not), designs, trademarks or names, copyright or other protected rights, including but not limited to moral rights and any right to seek the registration, or to take action for an infringement, of any such rights.

Loss means any expense, cost or damage of any kind and includes Consequential Loss and a fine or penalty imposed by a statutory or other authority.

Parties means the Supplier and the Customer.

Real Property means all real property interests held now or in the future.

Related Bodies Corporate has the same meaning as in the Corporations Act 2001.

Schedule means the schedule below.

Services means any services provided by the Supplier pursuant to the Contract.

2. Interpretation

In this document:

• use of the word including and similar expressions are not, nor are they to be interpreted as, words of limitation;
• a reference to a person includes a natural person, a company or other entities recognised by law;
• a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislation or legislative provision substituted for, that legislation or legislative provision;
• a reference to any governmental or statutory body includes any body which replaces, succeeds to the relevant powers and functions of, or which serves substantially the same purposes or objects as such body;
• a reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;
• a reference to any thing is a reference to the whole or any part of it and a reference to a group of things or persons is a reference to any one or more of them;
• a reference to Australian dollars, dollars, $, A$, $A or AUD is a reference to the lawful currency of the Commonwealth of Australia;
• a reference to a Party includes the Party’s executors, administrators, successors and permitted assigns;
• where an obligation is imposed on, or any benefit enures for, two or more persons, the obligation binds or enures for the benefit of (as the case may be) those persons jointly and each of them severally;
• a reference to time is to local time in the capital city of the State of Victoria, Australia;
• if a period of time dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;
• if the time for performing an obligation under the Contract expires on a day which is not a Business Day, then time is extended until the next Business Day;
• in the event of any ambiguity in the Contract, no clause, provision, term or similar shall be construed in favour of either Party over the other Party and any rules of construction, including but not limited to the doctrine commonly known as contra proferentem, shall not be applicable to the interpretation of the Contract; and
• the Background forms a part of the Terms and Conditions.

3. Supply and payment
   • The Supplier agrees to supply the Goods and Services described on the Quote to the Customer in accordance with the Contract.
   • The Customer agrees to pay the Supplier for the Goods and Services in the sum of the Quote (including GST) in accordance with Item 4 of the Schedule, unless otherwise agreed in writing between the Parties.

4. Customer’s warranties to the Supplier
   • By entering into the Contract, the Customer warrants to the Supplier that:
     • The Customer has not suffered an Insolvency Event and the Customer has no reasonable basis to believe, perceive and/or foresee that the Customer is likely to suffer an Insolvency Event.
     • The Customer will promptly provide the Supplier with all information, documents, instructions and similar reasonably requested by the Supplier to enable to Supplier to perform its obligations under the Contract as soon as reasonably practicable after receipt of such request including (without limitation) the approval of designs/artwork for the Goods to be supplied under the Contract.
     • If the Supplier has any liability to pay GST on the supply of any Goods and/or Services to the Customer, the Customer must pay to the Supplier an amount equivalent to the GST liability of the Supplier at the same time as the consideration is paid for the Goods and/or Services (unless the consideration for that supply is expressed specifically to be GST inclusive).

5. Overdue accounts
   • The Customer agrees that, if the Customer fails to pay any amount to the Supplier in accordance with the Contract, in addition to any amount not paid by the Customer, the Customer will be liable to the Supplier in the sum of $15.00 per month payable on the last calendar day of each month until the Customer has paid the Supplier all amounts due and owing under the Contract (“Late Fee”). The Customer acknowledges and agrees that the Late Fee is not extravagant or unconscionable and is a genuine pre-estimate of the Supplier’s loss to be suffered by a failure of the Customer to pay the Supplier in accordance with the Contract.
   • As security for any amounts due to the Supplier under the Contract from time to time, the Customer hereby irrevocably:
     • grants a charge and caveatable interest in all of its legal and equitable interest (both present and future) of whatsoever nature held in any and all Real Property to the Supplier (“Charge”); and
     • consents to the Supplier lodging a caveat on the title of any Real Property claiming an interest as chargee under the Charge (“Caveat”).
   • The Customer agrees to pay all costs and expenses (including legal costs on an indemnity basis, commissions paid by the Supplier to any commercial or mercantile agent and dishonour fees) incurred by the Supplier in connection with the recovery of any overdue amounts including the enforcement of the Charge and lodgement of any Caveat.

6. Delivery
   • The Parties agree that the estimated dispatch date of the Goods is the date provided at Item 5 of the Schedule (“Estimated Dispatch Date”).
   • The Customer agrees that the Supplier is not bound by the Estimated Dispatch Date and that the Supplier may, in its sole discretion, vary the Estimated Dispatch Date by providing written notice to the Customer if factors outside of the Supplier’s control cause or contribute to any delay in the supply of the Goods.

7. Risk
   • Risk in relation to any Goods passes to the Customer immediately upon the Supplier handing over possession of the Goods to
     • the Customer; or
     • any third-party carrier for the purposes of delivering the Goods to the Customer (“Passing of Risk”).
   • The Customer:
     • acknowledges the Supplier’s recommendation that the Customer should incept a policy of insurance to protect the Customer from and against any and all Loss which the Customer may suffer after the Passing of Risk; and
     • acknowledges and agrees that, to the maximum extent permitted by law, the Supplier is not liable to the Customer for any Loss suffered by the Customer caused by:
       • the Customer; and/or
       • any third party after the Passing of Risk including (without limitation) Loss arising from, associated with or connected to the delivery of the Goods to the Customer.

8. Exclusion of implied terms and warranties and limitation of liability
   • To the maximum extent permitted by law, all terms, conditions and/or warranties that would be implied into the Contract or would otherwise apply in connection with the supply of any Goods or Services by the Supplier under statute or common law are expressly excluded.
   • To the extent that Goods or Services supplied by the Supplier are not of a kind ordinarily acquired for personal, domestic or household use and the Customer is deemed to be a consumer for the purposes of section 64A of Schedule 2 of the Competition and Consumer Act 2010 (Cth) (“Australian Consumer Law”), the Customer agrees that the Supplier’s liability for a failure to comply with a consumer guarantee that the Customer may have a benefit under the Australian Consumer Law (other than a guarantee under section 51, 52 or 53 of the Australian Consumer Law), is limited to one or more of the following:
     • in the case of Goods:
       • replacement of the goods or the supply of equivalent Goods; or
       • the repair of the Goods; or
       • the payment of the cost of replacing the Goods or of acquiring equivalent Goods; or
       • the payment of the cost of having the Goods repaired,
     • in the case of Services:
       • the supplying of the Services again; or
       • the payment of the costs of having the Services supplied again.
     • To the maximum extent permitted by law, the Supplier’s total liability arising out of or in connection with its performance of its obligations under the Contract, or otherwise arising out of or in connection with the supply of Goods or Services is limited as follows:
       • the Supplier shall have no liability to the Customer for any Consequential Loss;
       • the Supplier’s total aggregate liability for Loss, however arising, shall not exceed the GST exclusive aggregate price paid by the Customer to the Supplier for the specific Goods or Services that gave rise to the Loss in question.
     • For the avoidance of doubt, the limitations and exclusions in this Clause do not apply to the extent that any Loss is directly attributable to:
       • the personal injury or death caused by the Supplier’s default, breach of the Contract or negligence; or
       • fraud by the Supplier.
     • The Customer must take reasonable steps to mitigate any Loss it suffers or incurs by reason of any breach of the Contract by the Supplier.

9. Indemnity
   • The Customer hereby indemnifies, and shall keep indemnified:
     • the Supplier from and against all Claims made against the Supplier by any third party arising from, associated with or connected to the Contract;
     • the Supplier from and against all liabilities to any third party arising from, associated with or connected to the Contract; and
     • the Supplier from and against any Loss suffered by the Supplier arising from, associated with or connected a default or breach of the Customer’s obligations under the Contract.

10. Privacy, disclosure and consent
    • The Customer authorises the Supplier to:
      • obtain credit information about its personal, consumer and commercial credit worthiness from any bank or trade referee and from any other credit provider or credit reporting agency for the purpose of assessing any request by the Customer to the Supplier for credit;
      • use, disclose or exchange with other credit providers information about the Customer’s credit arrangements in order to assess any request for credit and monitor credit worthiness; and
      • disclose the contents of any credit report on the Customer to the Supplier’s solicitors and mercantile agents.
    • The Customer must provide any and all information reasonably requested by the Supplier to assist the Supplier in assessing any request by the Customer to the Supplier for credit.
    • For the avoidance of doubt, the Supplier is not obliged to provide the Customer with any credit, unless the provision of credit by the Supplier to the Customer is an express term of the Contract.

11. Intellectual Property Rights
    • All Intellectual Property Rights that are created or arise as a consequence of the Parties’ performance of their respective obligations under the Contract vest in the Supplier.

12. Termination
    • The Parties acknowledge and agree that the Contract:
      • may be terminated by written agreement between the Parties; or
      • will be terminated upon either Party suffering an Insolvency Event.
    • If the Supplier breaches an essential term of the Contract, the Customer may provide the Supplier with a notice to remedy breach which must provide full particulars of the breach. If the Supplier does not remedy the breach within fourteen (14) days, the Customer may terminate the Contract by providing a further fourteen (14) days written notice.
    • If the Customer fails to perform its obligations under the Contract, the Supplier may terminate the Contract by providing written notice to the Customer.
    • Termination ends the Contract but the Customer remains liable for, and the Supplier retains the right to sue the Customer for the loss and damage suffered by the Supplier as a consequence of the Customer’s breach(es) including (without limitation):
      • any of the Supplier’s rights accrued under the Contract prior to termination, including damages for any breaches of the Contract by the Customer; and/or
      • the unbilled value of the Goods and/or Services provided or work otherwise completed by the Supplier under the Contract prior to termination.

13. No Merger
    • The rights and obligations of the Parties in respect of the deeds, indemnities, covenants and warranties contained in this Deed will remain in full force and effect, be continuing deeds, indemnities, covenants and warranties and not be merged or extinguished by or on termination of, or completion of any obligations under, this Deed.

14. Entire agreement
    • The Contract contains the entire agreement between the Parties in respect of the subject matter of the Contract and expressly supersedes all prior understandings, representations and agreements made between the Parties including, without limitation, any terms and conditions expressed on any purchase order (or similar) documents provided to the Supplier by the Customer.

15. Jurisdiction
    • The Contract is governed by and is to be interpreted according to the laws in force in the State of Victoria and the Parties submit to the non-exclusive jurisdiction of the Courts and Tribunals of Victoria.

16. Severance
    • The Parties agree that if any term (or part thereof) of the Contract is declared, held, deemed or determined to be illegal or invalid or not enforceable by a court or tribunal of competent jurisdiction, that term shall be severed from the Contract and such severance will not affect the validity and enforceability of the remaining terms in the Contract.

17. Variation
    • The Contract must not be varied, expressly including the supply of the Goods and Services and the scope of work to be performed by the Supplier, except in writing and signed by the Parties.
    • For the avoidance of doubt, the Supplier has no obligated to accept any request by the Customer after the Commencement Date to vary the Goods and Services to be supplied by the Supplier described on the Quote unless the Customer agrees in writing to the resultant variation in the price of the Quote calculated in the Supplier’s sole discretion.

18. Notices
    • Any notice required to be given by a Party to another Party under the Contract must be given in writing and, to the extent possible, be sent by email.

19. No waiver
    • The Parties agree that a Party’s failure to insist that the other Party perform any obligation under the Contract is not a waiver of that Party’s right:
      • to insist the other Party perform that obligation;
      • to claim damages against the other Party for breach of that obligation; and/or
      • to insist the other Party perform any other obligation under the Contract.

20. General warranties

• The Parties acknowledge and agree that prior to entering the Contract, each Party was given reasonable time and opportunity to seek independent legal advice on the effect and consequences of the Contract.

• Each person that entered into the Contract on behalf of each Party warrants that they have the authority to enter the Contract on behalf of the Party for whom they purport to bind.

SCHEDULE