Terms and Conditions of Sale

Key Terms of the Supply Agreement

Supply Agreement [clause 1 of the Supply Agreement] Akzo Nobel Pty Limited ACN 000 119 424 (“Company”) is the supplier of Products and Services to the Buyer. The Buyer wishes to buy Products and/or Services on an ongoing basis from the Company by way of Quotation or Order from time to time. The Company has agreed to sell and the Buyer has agreed to buy the Products and/or Services on the terms of the Supply Agreement.

General [clause 2 of the Supply Agreement] “Supply Agreement” means the Supply Agreement between the Company and the Buyer comprising the Master Conditions, as varied from time to time, the Credit Application and any Contract and invoice issued by the Company to Buyer.

Price and payment [clause 4 of the Supply Agreement] Prices are quoted exclusive of GST and all other applicable taxes, duties or fees. The Buyer agrees to pay, in addition to those prices, any freight and insurance charges, import duty, sales tax, GST or other taxes required by law to be paid in relation to the Products. Any delivery charge will be at cost or as otherwise agreed in writing. Buyer shall ensure that any vessel receiving Products as "ship stores in transit" is entitled to receive such stores free of value added taxes and other duties. Unless otherwise agreed in writing by Company, payment is due thirty days from date of invoice. Company may require security for payment before despatch or performance. Company can require immediate payment from the Buyer of any amount which is in excess of the Credit Limit. Unless a Contract states price(s) to be fixed, Company may increase prices for undelivered balances and/or unperformed Services in accordance with increases in Company's costs and/or general price list increases occurring after the date of acceptance of order but before despatch and/or performance. Buyer shall pay any increases in delivery costs after the date of acceptance of order. Time of payment is of the essence for a Contract. Without prejudice to any other remedy Company may charge interest at 4% above HSBC Bank base rate for the time being per annum (to accrue from day to day) on any sum which is not paid on the due date after as well as before any judgment. Company may appropriate sums received from Buyer against any debt whatsoever due to Company from Buyer (irrespective of any purported appropriation by Buyer) and may, without prejudice to any other right or remedy, by notice in writing to Buyer, set off any or all of the monies owing by Buyer or any of its Affiliates to Company for the supply of products against any indebtedness of Company or any of its Affiliates to Buyer or any of its Affiliates. In no circumstances may Buyer withhold payment or make any set-off on any account. Buyer shall on demand indemnify Company against all costs, charges, expenses and legal costs incurred by Company in recovering sums owing by Buyer.

Delivery [clause 5 of the Supply Agreement] Delivery or despatch dates quoted are given or accepted by Company in good faith, but not guaranteed unless stated to be "guaranteed" in writing. Company will not be liable if any Products are not delivered or delayed in delivery for any reason Delivery shall be to such place as Company may agree or reasonably specify prior to delivery. Unless otherwise agreed, Buyer is responsible for unloading of Products. Each delivery and/or performance shall be treated as a separate contract. Unless otherwise agreed in writing Company may deliver and/or perform in part and any failure to perform or deliver or any related breach of contract by Company shall not affect any other delivery. Buyer shall take delivery of Products on any day up to the date quoted or agreed by Company or (if none) within a reasonable time. Buyer shall bear all storage and other costs (including insurance) arising from Buyer's failure to comply with a Contract. Except in the situations set out in Clause 6, the Company is not obliged to accept Products returned by the Buyer. If the Company does permit the return of the Products, it may charge a handling fee of up to 15% of the price of the Products in question.

Warranties [clause 6 of the Supply Agreement] Other than for samples or Products sold as obsolete or sub standard, Company warrants ("the Warranty") that upon delivery Products are sold with good title, are made with sound materials and workmanship, comply with Company's then current published product data sheets and comply with the Specification which shall be prepared with reasonable care and be suitable for the purpose for which it was prepared. All other warranties and representations whether statutory or otherwise, express or implied, and/or oral or written, as to the state, quality or fitness of the Products and the standard of the Services are expressly excluded except any implied conditions and warranties which are expressed to be incapable of exclusion by the Competition and Consumer Act 2010 (Cth) (as amended) or any other statute. The obligations of Company shall be limited to the cost of repairing or at the option of Company replacing the Products and the cost of supplying the Services again. No express warranties are given in respect of Products made to a Buyer's specifications ("Special Products") Limitations of Liability [clause 7 of the Supply Agreement] Company shall not be liable under clause 6 unless Buyer satisfies Company that it has strictly complied with any instructions of Company relating to Products and Services. Company shall not be liable under clause 6 in respect of any Products which are used after notice has been given that the Products fail to comply with the Warranty. Buyer shall examine Products as soon as reasonably practicable after delivery. Buyer shall then immediately notify Company of any incomplete or failed delivery, loss or damage during carriage, shortage of weight or quantity or if Products fail to comply with the Warranty and shall in the case of damaged Products be entitled to notify Company that it rejects all or any part of the damaged Products in that delivery. Unless Buyer so notifies Company within 30 days after the date when Buyer became or ought reasonably to have become aware of any of the above Buyer shall be treated as having waived all claims connected with the matter which should have been notified. Where notification is so made no action whatsoever may be brought against Company in connection with Products, Services and/or Contract unless proceedings are issued against Company within two years after Buyer became or ought to have become aware of the circumstances giving rise thereto. Provided notification is made within the above 30 day period, if it is shown to Company's reasonable satisfaction that Products fail materially to comply with the Warranty, Company shall be given a reasonable opportunity to correct such failure. If the failure is not corrected, Company will at Buyer's option either refund the purchase price (or, if the Products have depreciated for reasons other than Company's default or been used or put into process, a reasonable part of the purchase price), or replace part or the whole of the Products (if reasonably practicable) within a reasonable time, free of charge. Such correction, refund or replacement shall, subject to clause 7.6, be Company's sole liability in relation to any such failure and shall in no circumstances exceed three times the invoice value of the Products in question.

Termination and Suspension [clause 9 of the Supply Agreement] Company may (without prejudice to its other rights or remedies) terminate or suspend Company's performance of the whole or any outstanding part of a Contract in the relevant circumstances. Company may also suspend deliveries of products or supply of Services while investigating any claim relating to prior shipments (under any Contract) of Products.

Risk and Title [clause 10 of the Supply Agreement] Risk in the Products shall pass to Buyer upon delivery. Company shall retain ownership of the Products until Company has received payment in full for the Products and for all other products supplied by Company to Buyer. Buyer may sell or otherwise dispose of the Products in the ordinary course of Buyer’s business. Buyer must insure the Products against all usual risks to full replacement value until ownership passes to Buyer. Buyer must use its best endeavours keep each delivery separate and clearly identified as Company's property. Any insurance monies received by Buyer in respect of the Products owned by Company, shall be held on trust for Company. In the circumstances described in clause 9.2, Buyer's right to sell, use or part with possession of the Products shall terminate immediately. Where Buyer processes or commingles the Products into other property, Company takes title to that other property as well. Where Buyer disposes of the Products before payment of the full purchase price to Company, the sale proceeds of such disposal are the property of Company and Buyer holds the proceeds on trust for Company. Further, Buyer, in disposing of the Products before payment to Company, does so as Company’s fiduciary agent. In the event that Buyer fails to make payment within the due time as stipulated by Company, without prejudice to Company’s other remedies, Company has the right to enter the premises of Buyer and to regain possession of the said Products and Buyer waives the right to receive any PPSA notice. The Buyer acknowledges and agrees that this Supply Agreement is a Security Agreement for the purposes of the PPSA. The Buyer grants a Security Interest to the Company in all Products (and their proceeds) previously supplied by the Company to the Buyer (if any) and in all future Products (and their proceeds) supplied by the Company to the Buyer. The Company will register its Security Interest in the Products and in the proceeds of sale of the Products as a Purchase Money Security Interest on the Register. The Buyer will execute documents and do such further acts and things and provide such further information as may be required by the Company to enable the Company to register the Security Interest on the Register. Where the PPSA applies to action taken by Company in relation to the Products, the Buyer waives its right to receive any notices required under section 95, 118, 121, 130, 132 and 135 of the PPSA.

Governing Law [clause 17 of the Supply Agreement] This Supply Agreement shall be governed by and construed in accordance with the law of the State or Territory of Australia in which the Company's office receiving the relevant order from the Buyer is located. The Buyer agrees, for the Company's exclusive benefit, that the courts of that State or Territory and the Federal Court of Australia shall have sole jurisdiction to hear all claims or proceedings connected with Products, Specifications, Services or a Contract.