SALES CONDITIONS

Equipment.  Subject to the terms and conditions specified in this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Equipment as specified in the attached Equipment Schedule (the "Equipment").

Delivery.  Buyer shall arrange to have the Equipment collected at Buyer’s cost and expense at the Collection Address on the Expected Delivery Date as specified in the Equipment Schedule. The Seller shall ensure that the Equipment is ready for collection by Buyer on or before the Expected Delivery Date.  Risk of loss to the Equipment shall pass to Buyer upon Collection of the Equipment to the carrier for shipment or if applicable, on the date Buyer collects the Equipment from Seller (the actual date of collection by Buyer is referred to herein as the "Actual Delivery Date"). All shipping, rigging, drayage, transportation, transportation insurance and other handling costs shall be borne and promptly paid by Buyer. Seller shall not be liable to pay any damages to Buyer if the Equipment is not available for Collection on the Expected Delivery Date.

Insurance.  The Buyer must at its own expense ensure that they together with any agents acting on their behalf hold all full liabilities insurance including liability to third parties for death, personal injury and property damage and other such risks however arising in connection with the Delivery and where applicable any De-installation of the Equipment.

The Buyer shall ensure that on De-installation and/or Delivery of the Equipment that it complies with all current health and safety legislation and where necessary provides copies of health and safety method statements prior to the De-installation and/or Delivery of the Equipment.

The purchase price for the Equipment shall be as noted in the Equipment Schedule, (the “Purchase Price”). Title to goods shall pass to the Buyer on the payment of the Purchase Price to the Seller.

Buyer shall be responsible for any and all sales, use or other taxes, duties, tariffs, fines or penalties imposed on the purchase, sale, re-sale, export or import of the Equipment hereunder, whether assessed to Buyer or Seller now or in the future, except any tax based upon net income.

Seller warrants that, on the Actual Delivery Date, (i) Seller is the lawful owner of the Equipment and/or has full economic right to the Equipment, (ii) the Equipment will be free and clear of all liens and encumbrances whatsoever. The Equipment is sold “AS IS WITH DEFECTS” and Seller makes no warranty, express or implied, as to any matter whatsoever, including but not limited to the Equipment design, workmanship or materials, or the implied warranties of merchantability or fitness for a particular purpose, or as to patent, trademark or copyright infringement or the like.  Seller’s liability under this Agreement shall in no event exceed the Purchase Price of the Equipment. 

8.1 Without limiting the foregoing, the Buyer further agrees that it shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation, any goods supplied under or in connection with a purchase agreement or the contracts related hereto or thereto, that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014. 

8.2 The Buyer shall undertake its best efforts to ensure that the purpose of section 8.1 is not frustrated by any third parties further down the commercial chain, including by subsequent purchasers and possible resellers. 

8.3 The Buyer shall establish and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain that might frustrate the purpose of section 8.1. 

8.4 The Buyer shall immediately inform the Seller regarding any problems in applying sections 8.1, 8.2, or 8.3 above including any relevant activities by third parties that could frustrate the purposes hereof. The Buyer shall make available to the Seller information concerning compliance with the obligations hereunder within two weeks of the Seller’s request therefor.

8.5  Any violation of Sections 8 shall constitute a material breach hereof which shall entitle the Seller to assert the rights stated in clause 9. The Seller reserves the right to make additional claims.

The failure of the Buyer to perform its obligations under this Agreement, including but not limited to payment in full of the Purchase Price for the Equipment, insolvency, appointment of any receiver, administrator or any like officer to the Buyer, assignment for the benefit of creditors, or liquidation of the Buyer's business, shall constitute a default under this Agreement.

In the event that the Equipment is not available on the Expected Delivery Date, the Buyer’s sole and exclusive remedy will be the right to terminate this Agreement by written notice to Seller and receive a refund of any amounts previously paid to Seller for the Equipment.

Buyer hereby represents that the Equipment is being purchased for its original intended use, that it will be re-sold as intact units or component parts whenever possible and that it will dispose or recycle the Equipment and any of its component materials at the end of its useful life in full compliance with all applicable laws and regulations. Buyer will defend and hold Seller and its affiliates, officers, directors, agents and employees harmless from and against any and all claims, actions, proceedings, losses, expenses (including reasonable legal fees), demands or judgments which result or arise from the use, operation, handling, treatment, storage, disposal, transportation, recycling, re-sale or destruction of the Equipment.

Buyer indemnifies Seller against all claims, losses or damages against or incurred by Seller, or any subsidiary of the Seller arising directly or indirectly out of a breach of this Agreement.  This section shall survive the expiration or earlier termination of this Agreement.

The Buyer shall be responsible to pay all taxes as specified in clause 6 and duties payable due to the relocation of the Equipment from the Collection Address for obtaining all required regulatory approvals for such relocation and with respect to the export and import of the Equipment.  Buyer unconditionally indemnifies Seller in relation to any claim arising directly or indirectly out of or in connection with any matter involving this clause.

This Agreement constitutes the entire agreement between the parties with respect to the purchase and sale of the Equipment and the other matters reflected herein, and supersedes all prior agreements and understandings, both written and oral. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Buyer may not assign its rights and obligations hereunder without the prior written consent of the Seller. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired. This Agreement is governed by the laws of New South Wales, Australia. The parties consent to the jurisdiction of any courts of New South Wales, Australia and each waive objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original of equal force and effect.