1. GENERAL – In these Conditions of Sale, “PTH Industries” means PTH Global Pty. Ltd. and “Purchaser” means the
person, firm, corporation or body described in PTH Industries’ quotation who orders PTH Industries goods or services.
Unless otherwise agreed in writing, these conditions constitute the entire agreement between PTH Industries and the
Purchaser for the supply of goods and/or services by PTH Industries. A reference in these conditions to the “Contract”
means these conditions and any other documents agreed by the parties in writing to form part of the contract for the
supply of goods and/or services by PTH Industries to the Purchaser. In the event of any conflict or inconsistency between
these conditions, any quotation by PTH Industries, any order by the Purchaser, or any other document forming part of
the Contract, PTH Industries’ quotation shall prevail to the extent of that conflict or inconsistency.

2. QUOTATIONS – Unless previously withdrawn, any quotation given by PTH Industries for the supply of goods or
services to the Purchaser is valid for the period stated therein and, when no period is stated, for thirty (30) days from its
date. Notwithstanding anything to the contrary, PTH Industries’ quotation shall not create any obligation to sell and no
contractual relationship shall arise until PTH Industries by writing has accepted the Purchaser’s written order made on
the basis of PTH Industries’ quotation.

3. ACCEPTANCE – The Purchaser’s order shall be accompanied by sufficient information to enable PTH Industries to
decide whether to accept the order. Any date of despatch or delivery specified in PTH Industries’ quotation is subject to
amendment or variation at PTH Industries’ discretion at any time up to PTH Industries’ acceptance of the Purchaser’s
written order.

4. (a) PRICES – Unless otherwise stated in PTH Industries’ quotation, all prices quoted by PTH Industries are subject
to adjustment at any time up to PTH Industries’ acceptance of the Purchaser’s written order, including without limitation
where there have been changes to any of the following since the date of PTH Industries’ quotation:
(i) the costs of materials or labour before shipment and/or before delivery of the relevant goods and/or provision of the
relevant services;
(ii) fluctuations in the rates of foreign exchange;
(iii) the rates of freight (air, ocean, rail, truck etc.) marine or other insurance, shipping expenses;
(iv) the rates or classifications determining any applicable taxes, duties or levies, including customs duty at the time of
importation of the relevant goods and/or the provision of the relevant services.

All prices quoted or specified by PTH Industries are exclusive of State and Federal taxes, duties, or levies that may
apply or be imposed in relation to the Contract or the provision of goods and/or services by PTH Industries.

(b) TAXES, DUTIES AND LEVIES – Notwithstanding any other provision of the Contract:
(i) the Purchaser agrees to pay any tax or duty, including without limitation any consumption tax, value added tax, goods
and services tax, stamp duty, customs duty and similar taxes or duties levied in respect to the goods and/or services
supplied under the Contract; and
(ii) for any supply priced in a foreign currency where Australian goods and services tax (GST) is applicable, PTH
Industries will follow the guidelines of the Australian Tax Office and convert the GST amount into Australian dollars using
the rate of exchange as stated in the invoice.

(c) OUTSTANDING PAYMENT – Outstanding amounts payable to PTH Industries will attract interest at a rate equal to
2% over Commonwealth Bank of Australia’s prime lending rate from time to time charged to commercial borrowers,
accruing daily, from the due date to receipt in full.

5. VARIATIONS – If any variation to the Contract or suspension of works is agreed by the parties (which agreement
shall be in writing), any expense incurred by PTH Industries as a consequence of such variation or suspension shall be
added to the price of the relevant goods and/or services and PTH Industries may extend the date of delivery by a period
considered appropriate by PTH Industries in its discretion acting reasonably.

6. DRAWINGS AND SPECIFICATIONS – Any descriptive and shipping specifications, drawings and particulars of
weights and dimensions submitted with PTH Industries’s quotation are approximate only, and the descriptions and
illustrations contained in PTH Industries’s catalogues, and other advertisement materials are intended merely to present
a general idea of the goods described therein, and none of these shall form part of the Contract unless so specified in writing by PTH Industries. After acceptance of the Purchaser’s order, PTH Industries on the Purchaser’s request shall
provide to the Purchaser such certified drawings as PTH Industries may consider appropriate in connection with the
relevant goods or services. Any drawings requiring the Purchaser’s approval before manufacturing commences shall
be returned to PTH Industries within fourteen (14) days of submission to the Purchaser and the Purchaser shall signify
in writing its approval or otherwise of the relevant drawings.

7. (a) INSPECTION AND PERFORMANCE TESTS – PTH Industries’ products are inspected and where appropriate
subjected to PTH Industries’ standard test at PTH Industries’ works before despatch. Any tests which are agreed to by
PTH Industries other than PTH Industries’ standard tests or those specified in the Contract shall be charged to the
Purchaser. In the event of delay on the Purchaser’s part in attending a test which PTH Industries has agreed to perform
in the presence of the Purchaser or the Purchaser’s representative, after seven (7) days notice that PTH Industries is
ready, the test will proceed in the Purchaser's absence and shall be deemed to have been made in the Purchaser’s
presence.
Whether or not any tests show that any particular goods comply with any specifications set out in the Contract shall be
decided by PTH Industries in its absolute discretion. If in PTH Industries’ opinion any particular goods do not meet
specification, PTH Industries within a reasonable time after completion of the relevant tests may alter the relevant goods
such that they meet specification. Notwithstanding anything else in the Contract, PTH Industries does not warrant or
represent that as the result of any testing it will or will not be able to identify any latent faults or defects in any goods
supplied by PTH Industries. Except as specified in clause 11(a) and to the extent permitted by law, PTH Industries
excludes all responsibility and liability for any loss, damage, injury, expense, cost, claim, outgoing or other liability
suffered or incurred by the Purchaser arising from or in connection with PTH Industries’ failure to identify or
misidentification of any latent faults or defects in any goods supplied by PTH Industries.

(b) PURCHASER SUPPLIED GOODS - Any goods supplied by the Purchaser or by a third party at the direction of the
Purchaser which are to be used or applied in connection with goods supplied by PTH Industries (“Purchaser Supplied
Goods”) are the sole responsibility of the Purchaser. PTH Industries shall not be responsible or liable for the quality or
suitability of any Purchaser Supplied Goods, any failure of Purchaser Supplied Goods, any failure of Purchaser Supplied
Goods to operate properly in connection with goods supplied by PTH Industries, any failure of goods supplied by PTH
Industries that is caused or contributed to by Purchaser Supplied Goods, or any loss, damage, injury, expense, costs,
outgoings, claims, demands, or other liabilities arising from or in connection with any of the foregoing.

8. DESPATCH – Risk shall pass as specified in the Contract. If no other terms regarding delivery or passing of risk are specified, delivery shall be deemed to occur and risk shall pass Ex-works. After risk has passed, any transport or off-
loading conducted by PTH Industries shall be as the Purchaser’s agent and PTH Industries shall not be liable for any cost, loss, or damage suffered thereby and the Purchaser shall indemnify PTH Industries with respect to any costs, loss,
or damage incurred by PTH Industries thereby. Any times specified in the Contract for despatch or delivery are to be
counted from the date of the Contract. The time for despatch or delivery shall be extended by a period considered
appropriate by PTH Industries if delay in despatch or delivery, in PTH Industries’ opinion, is caused by lack of instruction
from the Purchaser or by any industrial dispute or other cause beyond PTH Industries’ control. If PTH Industries does
not receive forwarding instructions sufficient to enable PTH Industries to despatch by the agreed delivery date and within
fourteen (14) days after notification that the goods have been tested and are ready for despatch, the Purchaser shall be
deemed to have taken delivery of the goods and payment shall be due as though the goods had been delivered on the
date of notification. If the Purchaser fails to accept delivery within the aforementioned time, storage will be arranged by
PTH Industries and all charges for storage, insurance, demurrage and other appropriate contingent charges shall be
payable by the Purchaser.

9. TERMS OF PAYMENT – Unless specified otherwise in the Contract, payment in full shall be due on notification by
PTH Industries that the goods are ready for despatch or, in the case of services, when the services have been
performed. Where a credit account has been approved by PTH Industries in its absolute discretion, accounts are payable
30 days from the date of the invoice unless specified otherwise in the Contract. PTH Industries shall retain title to any
goods supplied until PTH Industries has received full payment for them.

The Purchaser acknowledges that
(i) the Contract creates a purchase money security interest in the goods supplied by PTH Industries and the proceeds
of those goods (Security Interest) without the need for any further action by any party;
(ii) PTH Industries may perfect its Security Interest by registering the Security Interest on a security register such as in
Australia the Personal Property Securities Register in accordance with the Personal Property Securities Act 2009 (Cth),
its regulations or any amendment or re-enactment thereof;
(iii) the Purchaser waives its right to receive notice of verification statements in relation to the registration of PTH
Industries’ Security Interest.

The Purchaser shall store separately, clearly mark as belonging to PTH Industries, and not use any goods supplied by
PTH Industries, but not yet paid for in full, until PTH Industries receives payment in full in respect of those goods. The
Purchaser shall insure such goods against damage of all kinds and theft and all risk in connection with such goods shall
be the Purchaser’s. If payment is overdue PTH Industries shall be entitled to repossess any goods belonging to PTH
Industries and may enter the Purchaser’s premises for this purpose.

10. (a) PATENTS AND DESIGN RIGHTS - (i) In the event of any successful claim or claims by any third party in respect
of any infringement of letters patent, registered design, trade mark or copyright the specification of which is published
prior to the date of the Contract, relating to any part of the goods supplied by PTH Industries (other than a part based on a design specified by the Purchaser) PTH Industries will at its expense either replace or modify such part with a non-
infringing part or procure for the Purchaser the right to use such part provided that PTH Industries is given full opportunity to conduct all negotiations in respect of such claims, but in no event shall PTH Industries have liability for losses arising
from use or non-use of any infringing part. The Purchaser on its part warrants that any design or instruction furnished
or given by the Purchaser shall not be such as it will cause PTH Industries to infringe any letters patent, registered
design, trade mark or copyright in performing PTH Industries’ obligations under the Contract.
(ii) Patent, design rights, trademarks and copyrights relating to goods offered or supplied by PTH Industries shall remain
PTH Industries’ absolute property and PTH Industries’ specifications, designs, drawings, technical data, software,
instructions and manuals shall not be reproduced or disclosed without PTH Industries’ written consent. The Purchaser
shall not, without PTH Industries’ written consent, copy or allow others to copy or use any specifications, designs,
drawings, technical data, software, instructions or manuals supplied by PTH Industries.
Without limiting the foregoing, the Purchaser shall not reverse engineer any goods supplied by PTH Industries, nor use
any specifications, designs, drawings, technical data, software, instructions, or manuals supplied by PTH Industries for
the purposes of reverse engineering, and shall not permit any third parties to do any of these things.

(b) CONFIDENTIALITY - A party (the “Recipient Party”) shall keep confidential and shall not disclose to any third party
any information of any kind (whether or not recorded in material form) received from the other party (the “Disclosing
Party”) which is specified by the Disclosing Party as being confidential or is by its nature confidential, unless that
information at the time of disclosure was already in the public domain or in the possession or knowledge of the Recipient
Party without breach of the Contract, or the Recipient Party is ordered or directed by a Court of competent jurisdiction
to disclose that information.

11. WARRANTY AND LIABILITY – (a) PTH Industries at its option shall repair or replace any goods manufactured and
supplied by PTH Industries pursuant to the Contract in which defects appear under proper use, fair wear and tear
excluded, within a period of twelve calendar months after the goods have been despatched provided that such defects
arise solely from PTH Industries’ faulty design, materials or workmanship and that, at PTH Industries’ option: (i) the
defective goods or parts of goods are returned by the Purchaser at the Purchaser’s cost to PTH Industries’ nominated
works; or (ii) the Purchaser bears all additional costs (other than the direct cost of PTH Industries performing the repair
or replacement services) associated with PTH Industries undertaking repair or replacement of the relevant goods at any
other location agreed between the parties.

(b) For goods not of PTH Industries’ manufacture, PTH Industries shall use reasonable endeavours to pass on to the
Purchaser such warranties (if any) as the manufacturer of such goods may provide to PTH Industries in respect of those
goods.

(c) PTH Industries shall perform the services specified in the Contract (if any) in the manner and for the price specified
in the Contract. PTH Industries gives no warranties and makes no representations of any kind in connection with its
provision of services under the Contract including that it will or will not be able to identify any faults or defects (whether
patent or latent) in any goods that PTH Industries has been engaged to inspect, service, or maintain (whether those
goods were manufactured or supplied by PTH Industries, the Purchaser, or a third party) and to the extent permitted by
law PTH Industries excludes all responsibility and liability arising from PTH Industries’ failure to identify or
misidentification of such faults or defects.

(d) PTH Industries’ liability under this clause 11 is in lieu of any warranty or condition implied by law including as to the
quality, manner of delivery, or fitness for any particular purpose of any goods or services supplied by PTH Industries.
Save as provided in this clause 11 PTH Industries shall not be under any liability, whether in contract, tort or otherwise
in respect of defects in goods delivered or for any injury, damage or loss resulting from such defects or from any services
performed whether or not in connection with the supply of goods. All conditions or warranties not expressed in this
clause 11 that, but for this clause 11(d), may have applied to or been implied into the Contract, to the extent permitted
by law, are excluded.

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(e) The Australian Consumer Law and similar state legislation implies certain contracts conditions that may not be
excluded. If any law that may not be excluded by agreement implies into the Contract, or imposes, any guarantees
conditions or warranties, the Purchaser’s exclusive remedy for any breach of such guarantees, conditions or warranties
shall be at PTH Industries’ option:
(i) if the breach relates to goods, to the repair or replacement of those goods or the cost of having those goods repaired
or replaced; and
(ii) if the breach relates to services, to the performance of those services again or the cost of having those services
performed again.

(f) The Purchaser is solely responsible for determining the sufficiency and suitability of any goods for their intended
purpose, regardless of whether the Purchaser has specified that the goods are intended to be used for a particular
purpose.

(g) Notwithstanding anything else in the Contract, under no circumstances whatsoever shall PTH Industries be or be
held liable or responsible:
(i) in respect of any indirect or consequential loss or damage including loss of profit or loss of opportunity; or
(ii) to the extent that any loss, damage, injury, expense, cost, claim, outgoing or other liability is caused or contributed
to by any acts or omissions of the Purchaser or the Purchaser’s officers, employees, agents, representatives, partners,
or contractors.

12. PROHIBITED EXPORTS – The goods and information to be supplied under the Contract may be controlled goods
subject to the Customs (Prohibited Export) Regulations of Australia. Where this is the case PTH Industries’ entering into
the Contract shall be on the basis of the representations made by the Purchaser as to the end-use and the destinations
of the controlled goods.
The Purchaser shall comply with the Customs (Prohibited Exports) Regulations of Australia and with all other statutes,
rules, regulations, by-laws, gazetted notices and with all advices affecting the exportation or resale of goods from
Australia which are prescribed or issued or otherwise brought into force by the Department of Defence or any other
competent governmental authority or government at any time (“the Regulations”) including, without limiting the generality
of the foregoing, any requirement of the Regulations prohibiting the export or re-export by the Purchaser, directly or
indirectly, to a destination not being the specified destination without the Purchaser’s first obtaining all necessary
governmental authority, in Australia and in any other country where permission is required for such export or re-export.

13. LEGAL CONSTRUCTION – The Contract shall be governed by and construed in accordance with the law of the
State of New South Wales, Australia.

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PTH Global Pty. Ltd. - Conditions of Sale – June 2022