Terms & Conditions of Supply

Yuleba Quarry Products Pty Ltd

ABN 46 607 354 183

trading as YQP

1. APPLICATION OF THESE CONDITIONS

1.1 These Terms and Conditions of Supply (Conditions) apply to all Goods supplied by Yuleba Quarry Products Pty Ltd (ABN 46 607 354 183), trading as YQP (YQP or Supplier), to the person or entity acquiring the Goods (Purchaser).

1.2 These Conditions, together with:

a) any quotation or order confirmation issued by the Supplier;

b) any Purchase Order accepted by the Supplier;

c) any applicable credit application or credit agreement;

d) any invoice issued by the Supplier; and

e) any other document expressly incorporated by written agreement between the parties,

constitute the contract between the Supplier and the Purchaser (Contract).

1.3 If there is any inconsistency between the documents forming the Contract, the following order of precedence applies unless otherwise expressly agreed in writing:

a) any specific written agreement signed by both parties;

b) the Supplier's written quotation or order confirmation;

c) these Conditions;

d) an accepted Purchase Order; and

e) any other document forming part of the Contract.



1.4 A variation to these Conditions is effective only if agreed in writing by the Supplier.

2. PURCHASER'S TERMS

2.1 Any terms or conditions contained in or referred to in a Purchase Order, request for quotation, procurement portal, delivery instruction or other document issued by the Purchaser do not form part of the Contract unless expressly accepted in writing by the Supplier.

2.2 Acceptance by the Supplier of a Purchase Order does not constitute acceptance of any terms proposed by the Purchaser which are inconsistent with or additional to these Conditions.

3. ACKNOWLEDGMENTS

3.1 The Purchaser acknowledges that:

a) the obligations and liabilities of the Supplier under the Contract are obligations and liabilities of the Supplier only and not of any director, officer, employee, shareholder or Related Body Corporate of the Supplier; and

b) any obligations accepted, warranties given or indemnities provided by the Purchaser under the Contract are given for the benefit of the Supplier and, where applicable, its Related Bodies Corporate and their respective officers, employees and agents.

4. QUOTATIONS, PURCHASE ORDERS AND ACCEPTANCE

4.1 Unless otherwise stated, a quotation issued by the Supplier remains open for acceptance for 14 days from its date and may be withdrawn by the Supplier at any time before acceptance.

4.2 A quotation is an invitation to the Purchaser to place a Purchase Order and does not constitute an obligation on the Supplier to supply the Goods.

4.3 Purchase Orders must:

a) identify the Purchaser;

b) state a valid purchase order number where the Purchaser operates a purchase order system;

c) clearly identify the Goods, quantity and requested delivery or collection date;

d) identify the applicable delivery location or collection arrangements; and

e) contain any other information reasonably required by the Supplier.

4.4 A Purchase Order is not binding on the Supplier until accepted by the Supplier in writing or until the Supplier commences manufacture or supply of the Goods.

4.5 The Supplier may accept or reject a Purchase Order in whole or in part.

4.6 Forecasts, estimates or indications of future demand provided by the Purchaser are for planning purposes only and do not bind the Supplier unless expressly incorporated into an accepted Purchase Order.

5. PRICE AND PAYMENT

5.1 The Purchaser must pay the price stated in the Supplier's quotation, order confirmation or invoice.

5.2 Unless otherwise agreed in writing, payment is due:

a) on invoice; or

b) where the Supplier has approved a credit account, within the period stated on the invoice or, if no period is stated, within 14 days after the date of invoice.

5.3 All payments must be made:

a) in Australian dollars unless otherwise agreed;

b) in cleared funds;

c) without deduction, withholding, counterclaim or set-off, except to the extent required by law; and

d) using a payment method approved by the Supplier.

5.4 If payment by credit or debit card is approved, payment is due on the date of invoice unless otherwise agreed.

5.5 The Supplier may impose or vary a credit limit at any time and may require payment in advance, a deposit, security or other assurance of payment before accepting or continuing to perform a Purchase Order.

5.6 If any amount is overdue, the Supplier may charge interest on the overdue amount at the Reserve Bank of Australia cash rate plus 6% per annum, calculated daily from the due date until payment.

5.7 The Purchaser must reimburse the Supplier for reasonable costs incurred in recovering overdue amounts, including reasonable legal and debt-recovery costs.

6. DEFAULT

6.1 The Purchaser is in default if:

a) it fails to pay any amount by the due date;

b) it materially breaches the Contract and, where the breach is capable of remedy, fails to remedy that breach within a reasonable period after written notice;

c) it becomes insolvent, enters administration, liquidation or receivership, proposes a compromise with creditors, or is otherwise unable to pay its debts when due; or

d) the Supplier reasonably considers that the Purchaser's ability to perform its payment obligations has materially deteriorated.

6.2 If the Purchaser is in default, the Supplier may, subject to applicable law:

a) suspend manufacture, supply or delivery;

b) require immediate payment of outstanding amounts;

c) require payment in advance for future supplies;

d) cancel any unfulfilled Purchase Order;

e) terminate the Contract; and

f) exercise any rights available under clause 8 or applicable law.

6.3 Where a Purchase Order is cancelled or terminated because of the Purchaser's default, the Purchaser must pay the Supplier for:

a) Goods already manufactured or supplied;

b) work performed;

c) materials reasonably purchased or committed;

d) reasonable storage and handling costs;

e) non-cancellable third-party commitments; and

f) other Loss reasonably incurred by the Supplier as a result of the default,

less any amount reasonably recovered by the Supplier through mitigation or resale.

7. DELIVERY, COLLECTION AND RISK

7.1 Standard Delivery Terms

Unless otherwise specified in the Supplier's quotation or order confirmation, Goods are supplied:

EXW – Yuleba Quarry Products, 775 Yuleba Surat Road, Yuleba South QLD 4427, Australia (Incoterms® 2020)

(Standard Delivery Terms).

7.2 Delivery and transfer of risk under Standard Delivery Terms

Where the Standard Delivery Terms apply:

a) the Supplier's obligation to deliver the Goods is satisfied when the Goods are placed at the Purchaser's disposal at the Supplier's premises at 775 Yuleba Surat Road, Yuleba South QLD 4427;

b) delivery occurs, and risk in the Goods passes to the Purchaser, when the Goods are placed at the Purchaser's disposal at the Supplier's premises and are ready for collection;

c) risk passes to the Purchaser before loading of the Goods onto the Purchaser's or its carrier's vehicle;

d) the Purchaser is responsible for arranging a suitable carrier and transport vehicle;

e) the Purchaser bears all transport, freight, insurance and associated costs from the time risk passes; and

f) except as expressly varied by this Contract, the respective obligations of the parties are determined in accordance with EXW Incoterms® 2020.

7.3 Loading by the Supplier as ancillary service

Notwithstanding that the Standard Delivery Terms are EXW, the Supplier may, as an ancillary service to the Purchaser, use its personnel, plant or equipment to assist with loading the Goods onto a vehicle nominated by the Purchaser or its carrier.

Where the Supplier provides such loading assistance:

a) the loading assistance is provided for the convenience of the Purchaser and does not change the applicable Delivery Terms from EXW;

b) the loading assistance does not alter the time at which delivery occurs or risk passes under clause 7.2;

c) the Goods remain at the Purchaser's risk during and after loading;

d) the Purchaser remains responsible for selecting and providing a vehicle that is suitable and legally capable of carrying the Goods;

e) the Purchaser and its carrier remain responsible for:

i. the load capacity and suitability of the vehicle;

ii. load distribution;

iii. axle mass compliance;

iv. load restraint;

v. compliance with road transport and chain-of-responsibility requirements; and

vi. the safe transport of the Goods after leaving the Supplier's premises;

f) the Supplier may determine the manner in which its plant and equipment are operated and may refuse or discontinue loading where it reasonably considers the activity unsafe or non-compliant; and

g) subject to clause 11 and to the maximum extent permitted by law, the Supplier is not liable merely because it provides loading assistance for any Loss occurring after risk has passed to the Purchaser.

7.4 Responsibility during loading

Nothing in clause 7.3 excludes or limits any liability of the Supplier which cannot lawfully be excluded or limited.

The Supplier remains responsible for the proper operation of its own plant and equipment and the acts and omissions of its personnel while providing the ancillary loading service, subject to the exclusions and limitations of liability contained in clause 11.

7.5 Other Delivery Terms

Where the Supplier's quotation or order confirmation expressly specifies another Incoterm® or delivery arrangement, delivery, costs and risk will be determined in accordance with that specified term and any additional written terms agreed between the parties.

7.6 Supplier-arranged transport

Where:

a) the applicable Delivery Terms are EXW; and

b) at the Purchaser's request, the Supplier agrees to arrange transport of the Goods,

the Supplier arranges that transport as an ancillary service and as agent for the Purchaser unless otherwise expressly agreed in writing.

The Purchaser is responsible for the cost of such transport.

Unless otherwise expressly stated in the quotation or order confirmation:

i. the arrangement of transport by the Supplier does not alter the applicable EXW Delivery Terms;

ii. delivery and transfer of risk occur in accordance with clause 7.2; and

iii. the carrier is deemed to be engaged for and on behalf of the Purchaser.

7.7 Delivery and collection dates

Any date given by the Supplier for availability, collection or delivery is an estimate unless the Supplier expressly agrees in writing that the date is guaranteed.

The Supplier will use reasonable endeavours to meet an estimated date but, subject to any rights that cannot lawfully be excluded, is not liable merely because the Goods become available, are collected or are delivered before or after that date.

7.8 Collection hours

Unless otherwise agreed, Goods may be collected between 8.00 am and 4.00 pm AEST, Monday to Friday, excluding public holidays and any closure period notified by the Supplier.

Collection outside these hours:

a) is subject to the Supplier's prior approval; and

b) may incur additional fees.

7.9 Suitable vehicles and carriers

The Supplier may refuse to load or permit collection by a vehicle which it reasonably considers:

a) unsafe;

b) unsuitable for the Goods;

c) incapable of safely carrying the intended load;

d) improperly configured;

e) incapable of being safely loaded using the Supplier's available plant or equipment; or

f) non-compliant with applicable transport, mass, load-restraint or safety requirements.

Any resulting delay is at the Purchaser's risk and cost to the extent caused by the Purchaser or its carrier.

8. TITLE, RETENTION OF TITLE AND PPSA

8.1 Risk in the Goods passes in accordance with clause 7, but legal title to the Goods does not pass to the Purchaser until the Supplier has received in cleared funds all amounts owing by the Purchaser to the Supplier in respect of those Goods.

8.2 Until title passes, the Purchaser must, so far as reasonably practicable:

a) hold the Goods as bailee for the Supplier;

b) keep the Goods identifiable as Goods supplied by the Supplier;

c) keep the Goods properly stored and protected; and

d) not grant any security interest in the Goods inconsistent with the Supplier's rights.

8.3 The Purchaser may sell or use the Goods in the ordinary course of its business unless the Supplier has notified the Purchaser that it is in default.

8.4 If the Purchaser fails to pay an amount when due, the Supplier may, subject to applicable law, recover possession of Goods in which title remains with the Supplier.

8.5 The Purchaser irrevocably authorises the Supplier and its authorised representatives, to the extent permitted by law and after giving reasonable notice where practicable, to enter premises under the Purchaser's control at which Goods in which the Supplier retains title are reasonably believed to be located for the purpose of identifying or recovering those Goods.

8.6 The Purchaser acknowledges that:

a) the Contract may constitute a security agreement for the purposes of the Personal Property Securities Act 2009 (Cth) (PPSA);

b) the Supplier may have a security interest in Goods supplied to the Purchaser and their proceeds; and

c) the Supplier may register any security interest arising under the Contract on the Personal Property Securities Register.

8.7 The Purchaser must promptly do anything reasonably required by the Supplier to:

a) ensure that a security interest created under the Contract is enforceable, perfected and otherwise effective;

b) enable the Supplier to obtain any priority available to it under the PPSA; and

c) maintain any registration made by the Supplier.

8.8 The Purchaser must not register, or permit to be registered, a financing change statement in relation to a financing statement registered by the

Supplier without the Supplier's prior written consent unless entitled to do so under the PPSA.

8.9 Nothing in this clause limits any other right or remedy available to the Supplier.

9. CANCELLATION OR CHANGE OF ORDERS

9.1 A Purchaser may request cancellation or alteration of an accepted Purchase Order by written notice.

9.2 A cancellation or alteration is not effective unless accepted by the Supplier in writing.

9.3 In deciding whether to accept a cancellation or alteration, the Supplier may take into account whether:

a) manufacture has commenced;

b) Goods have been specially produced or procured;

c) raw materials have been purchased or committed;

d) freight or third-party services have been booked; or

e) the Goods can reasonably be resold.

9.4 If the Supplier accepts a cancellation or alteration, the Purchaser must reimburse the Supplier for reasonable costs and Loss actually incurred as a result, including materials, labour, handling, storage and non-cancellable third-party commitments.

10. FORCE MAJEURE

10.1 A party is not liable for delay or failure to perform an obligation, other than an obligation to pay money already due, to the extent caused by an event beyond that party's reasonable control.

10.2 Such events may include:

a) natural disaster, flood, storm, cyclone, fire or bushfire;

b) epidemic or pandemic;

c) war, terrorism, civil disturbance or government action;

d) industrial dispute;

e) interruption to electricity, water, fuel or telecommunications;

f) shortage or interruption in raw materials, cement, additives, packaging or transport;

g) failure or breakdown of plant or machinery not caused by a failure to take reasonable preventative measures;

h) interruption to road, rail, port or shipping services; or

i) an act or omission of a third-party supplier or carrier caused by circumstances beyond that third party's reasonable control.

10.3 The affected party must notify the other party as soon as reasonably practicable and use reasonable endeavours to mitigate the effect of the event.

10.4 The affected obligations are suspended for the period and to the extent that performance is prevented by the event.

10.5 If the event continues for more than 60 days and materially prevents performance of an affected Purchase Order, either party may terminate the unperformed part of that Purchase Order by written notice without liability for the termination, except for obligations accrued before termination.

11. STATUTORY RIGHTS AND LIABILITY

11.1 Non-excludable rights

Nothing in the Contract excludes, restricts or modifies any guarantee, condition, warranty, right or remedy imposed or conferred by law, including the Australian Consumer Law, where it would be unlawful to do so.

11.2 Permitted limitation of statutory guarantees

Where:

a) the Goods or services are not of a kind ordinarily acquired for personal, domestic or household use or consumption; and

b) the Supplier is permitted by law to limit its liability,

the Supplier's liability for failure to comply with an applicable statutory guarantee is limited, at the Supplier's option:

Goods

i. to replacement of the Goods or supply of equivalent Goods;

ii. repair of the Goods;

iii. payment of the cost of replacing the Goods or acquiring equivalent Goods; or

iv. payment of the cost of having the Goods repaired;

and

Services

v. to supplying the services again; or

vi. payment of the cost of having the services supplied again.

This limitation applies only to the extent permitted by law and where it is fair and reasonable for the Supplier to rely upon it.

11.3 Exclusion of consequential loss

To the maximum extent permitted by law, the Supplier is not liable for any indirect, special or consequential Loss arising out of or in connection with the

Contract.

Without limiting the foregoing, the Supplier is not liable for loss of profit, revenue, production, opportunity, contract, anticipated savings or business interruption to the extent that such Loss is indirect or consequential.

11.4 Liability cap

Subject to clauses 11.1 and 11.5, and to the maximum extent permitted by law, the Supplier's aggregate liability arising out of or in connection with a particular supply of Goods or services is limited to an amount equal to two times the price paid or payable to the Supplier for the Goods or services giving rise to the claim.

Where a claim relates to only part of a Purchase Order or supply, the liability cap is calculated by reference to two times the price paid or payable for the particular Goods or services affected by the event giving rise to the claim, rather than the total value of the Purchase Order or Contract.

For the avoidance of doubt, multiple claims arising from the same event, circumstance, defect, batch, supply or substantially related series of events do not give rise to separate liability caps.

11.5 Exceptions

The exclusions and limitations in clauses 11.2 to 11.4 do not apply to the extent that liability:

a) cannot lawfully be excluded or limited;

b) arises from fraud or wilful misconduct of the Supplier; or

c) is otherwise expressly agreed by the Supplier in writing.

11.6 Mitigation

Each party must take reasonable steps to mitigate any Loss it suffers in connection with the Contract.

12. INTELLECTUAL PROPERTY AND TECHNICAL INFORMATION

13. PRODUCT SPECIFICATIONS, QUANTITY AND TOLERANCES

13.1 The Goods must comply with:

a) the specification expressly stated in the Supplier's quotation or order confirmation; or

b) if no specification is expressly stated, the Supplier's current published product specification applicable to those Goods at the date of the accepted

Purchase Order.

13.2 Where Goods are manufactured to a specification provided by the Purchaser, the Purchaser is responsible for the adequacy and suitability of that specification unless the Supplier has expressly agreed in writing to assume responsibility for it.

13.3 Reasonable manufacturing, batching, moisture, grading, weight and other tolerances applicable to the Goods are permitted where:

a) specified in the applicable product specification;

b) specified in an applicable Australian Standard;

c) established by an agreed test method; or

d) otherwise expressly agreed between the parties.

13.4 A tolerance is not a defect merely because there is a variation within the agreed tolerance.

13.5 For bulk or batch-manufactured Goods, the quantity supplied may vary from the quantity ordered by a reasonable manufacturing tolerance stated in the quotation, specification or order confirmation.

No general 10% quantity variation applies unless expressly stated in the applicable quotation or order confirmation.

14. PRICE ADJUSTMENT

14.1 The Supplier may vary a quoted price before acceptance of a Purchase Order by notifying the Purchaser.

14.2 After acceptance of a Purchase Order, the Supplier may adjust the price only where:

a) the Purchaser requests or agrees to a change in quantity, specification, delivery timing or other requirement;

b) a tax, levy, duty, government charge or regulatory cost applicable to the supply changes;

c) delivery is delayed at the request of or because of an act or omission of the Purchaser; or

d) the parties have expressly agreed to a price-adjustment mechanism.

14.3 For a Purchase Order with a delivery period exceeding 90 days, the Supplier may also propose a reasonable adjustment reflecting a material increase in the Supplier's direct cost of:

a) cement or cementitious materials;

b) aggregates or raw materials;

c) chemical admixtures;

d) packaging;

e) electricity or fuel;

f) transport;

g) labour; or

h) other material production inputs.

14.4 The Supplier must provide reasonable written details of an adjustment under clause 14.3.

14.5 If an adjustment under clause 14.3 would increase the affected price by more than 10% and the Purchaser does not accept the increase, the Purchaser may cancel the unmanufactured portion of the affected Purchase Order by written notice within five Business Days after receiving notice of the adjustment.

14.6 Clause 14.5 does not apply to Goods already manufactured, specially procured or committed to production before cancellation.

15. TAXES, DUTIES AND GOVERNMENT CHARGES

15.1 Unless expressly stated otherwise, prices exclude:

a) GST;

b) duties;

c) levies;

d) customs charges; and

e) other taxes or government charges associated with the supply.

15.2 The Purchaser is responsible for all taxes, duties, levies and charges applicable to the Goods except taxes imposed on the Supplier's net income.

16. GST

16.1 Expressions used in this clause that have a defined meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning in this clause.

16.2 Unless expressly stated otherwise, amounts payable under the Contract are exclusive of GST.

16.3 If GST is payable on a taxable supply made under the Contract, the recipient must pay the supplier an additional amount equal to the GST payable on that supply.

16.4 The additional amount is payable at the same time as the consideration for the taxable supply, subject to provision of a valid tax invoice.

16.5 If an adjustment event occurs, the parties must make the appropriate adjustment and the supplier must provide any adjustment note required by law.

16.6 Any reimbursement or indemnity must be reduced by any input tax credit to which the receiving party is entitled in respect of the relevant expense.

17. INSPECTION, CLAIMS AND NON-CONFORMING GOODS

17.1 The Purchaser must inspect the Goods as soon as reasonably practicable following delivery.

17.2 Claims concerning:

a) quantity shortages;

b) incorrect Goods;

c) damaged packaging; or

d) defects reasonably apparent on inspection,

must be notified to the Supplier in writing within 5 Business Days after delivery.

17.3 A claim concerning a defect or non-conformity which could not reasonably have been discovered on inspection must be notified to the Supplier as soon as reasonably practicable after discovery.

17.4 A notice of claim must, where reasonably available, include:

a) Purchase Order and invoice details;

b) product name;

c) batch or lot number;

d) date of manufacture;

e) delivery date;

f) details of the alleged defect;

g) photographs where relevant;

h) storage and handling information;

i) relevant mixing, application or installation records; and

j) samples requested by the Supplier.

17.5 The Purchaser must give the Supplier a reasonable opportunity to inspect and test Goods the subject of a claim before those Goods are disposed of, altered or destroyed, except where disposal is reasonably necessary for safety or regulatory reasons.

17.6 The Purchaser must take reasonable steps to preserve relevant samples and evidence.

17.7 Nothing in this clause limits any right or remedy which cannot lawfully be excluded or limited.

18. CONFIDENTIALITY

18.1 Each party must keep confidential all Confidential Information of the other party and must not disclose or use that information except:

a) for the purposes of performing or receiving the benefit of the Contract;

b) with the other party's written consent;

c) to professional advisers, insurers, financiers, employees or contractors who have a need to know and are subject to confidentiality obligations; or

d) where required by law, a court, stock exchange or regulatory authority.

18.2 The Supplier's Confidential Information includes, without limitation:

a) formulations;

b) mix designs;

c) manufacturing processes;

d) pricing methodology;

e) technical data;

f) research and development information; and

g) proprietary test results.

18.3 Confidential Information does not include information which:

a) is lawfully in the public domain other than through breach of confidence;

b) was lawfully known to the receiving party before disclosure; or

c) is independently developed without use of the disclosing party's Confidential Information.

18.4 This clause survives termination of the Contract.

19. INSURANCE

19.1 Transit insurance

Unless expressly included in the Supplier's quotation or order confirmation, the Supplier does not arrange cargo or transit insurance for the Purchaser.

19.2 Purchaser responsibility

From the time risk passes to the Purchaser under clause 7, the Purchaser is responsible for arranging and maintaining any insurance it considers appropriate in respect of:

a) the Goods;



b) loading and collection;

c) road, rail, sea or other transit; and

d) any other risk occurring after risk has passed to the Purchaser.

19.3 Sea transit

Where sea transit is involved and to the maximum extent permitted by law, the parties agree that the Supplier is not required to provide the Purchaser with the notice referred to in section 34(3) of the Sale of Goods Act 1896 (Qld), or an equivalent provision of applicable legislation, except where otherwise expressly agreed in writing.

19.4 No alteration to risk

The Supplier:

a) assisting with loading;

b) arranging transport at the Purchaser's request; or

c) providing information concerning a carrier or transport arrangements,

does not alter the time at which risk passes under clause 7 unless the Supplier expressly agrees otherwise in writing.

20. TRANSPORT

20.1 Purchaser-arranged transport

Where the Standard Delivery Terms apply, the Purchaser is responsible for arranging transport and must ensure that its carrier:

a) is appropriately licensed and insured;

b) uses a vehicle suitable for the Goods and proposed load;

c) complies with applicable work health and safety requirements while on the Supplier's premises;

d) complies with applicable road transport, heavy vehicle, chain-of-responsibility, mass, dimension and load-restraint laws; and

e) complies with reasonable site directions issued by the Supplier.

20.2 Refusal to load

The Supplier may refuse access to, or loading of, a carrier or vehicle which does not comply with clause 20.1 or which the Supplier reasonably considers unsafe.

20.3 Ancillary loading service

Where the Supplier loads the Purchaser's or its carrier's vehicle, that loading is an ancillary service provided in accordance with clause 7.3 and does not alter the EXW Standard Delivery Terms or the time at which risk passes.

20.4 Supplier-arranged transport

Where the Supplier agrees to arrange transport at the Purchaser's request:

a) the Purchaser must pay the applicable freight and related costs unless included in the quoted price;

b) special delivery requirements may incur additional charges;

c) waiting time, demurrage, redelivery or additional handling caused by the Purchaser may be charged to the Purchaser; and

d) unless expressly agreed otherwise, the Supplier arranges the carrier as agent for the Purchaser and the allocation of risk remains governed by clause 7

21. DELIVERY, STORAGE AND FAILURE TO TAKE DELIVERY

21.1 The Supplier may deliver Goods in instalments where reasonably necessary.

21.2 Each instalment may be separately invoiced.

21.3 A delay or failure affecting one instalment does not entitle the Purchaser to reject another conforming instalment except where the delay or failure materially deprives the Purchaser of the substantial benefit of the Contract.

21.4 If the Purchaser fails or refuses to collect or accept Goods when they are available in accordance with the Contract:

a) the Supplier may store the Goods at the Purchaser's risk;

b) the Supplier may charge reasonable storage, handling, redelivery and associated costs;

c) the Supplier may invoice Goods which have been completed and made available for delivery; and

d) after giving reasonable notice, the Supplier may resell, dispose of or otherwise deal with the Goods where reasonably necessary to mitigate its Loss.

21.5 The Purchaser remains liable for reasonable Loss suffered by the Supplier as a result of the Purchaser's failure to collect or accept the Goods, less amounts reasonably recovered through resale.

21.6 Where the Supplier delivers Goods to the Purchaser's site, the Purchaser must provide:

a) safe and suitable access;

b) a suitable unloading area;

c) any unloading equipment required unless otherwise agreed; and

d) appropriately trained personnel to receive the Goods.

21.7 Unless expressly agreed otherwise, unloading at the Purchaser's premises is the Purchaser's responsibility and risk.

22. PRODUCT CHANGES

22.1 The Supplier may make reasonable changes to a product's design, formulation, sourcing, packaging or specification from time to time provided that the change does not:

a) cause the Goods to fail an expressly agreed specification;

b) materially reduce the performance of the Goods for an expressly agreed purpose; or

c) result in the Goods failing to comply with an applicable mandatory standard.

22.2 Where a proposed change would materially affect an expressly agreed product specification, the Supplier must notify the Purchaser and obtain agreement before supplying the changed Goods against an existing accepted Purchase Order.

23. PALLETS AND CONTAINERS

23.1 Unless sold to the Purchaser or otherwise agreed in writing, all returnable pallets, intermediate bulk containers, stillages and other reusable containers remain the property of their owner.

23.2 The Purchaser must:

a) keep returnable items in reasonable condition;

b) not use them for any purpose other than handling the Goods;

c) make them available for return within 28 days after delivery or such other period as agreed; and

d) pay reasonable hire, collection, repair or replacement charges where they are not returned as required, fair wear and tear excepted.

24. EXPORT SALES

24.1 Applicable Delivery Terms

Where Goods are supplied for export, the applicable Incoterm® and named place or port will be specified in the Supplier's quotation or order confirmation.

24.2 Default export term

Unless otherwise specified, the default export delivery term is:

EXW – Yuleba Quarry Products, 775 Yuleba Surat Road, Yuleba South QLD 4427, Australia (Incoterms® 2020).

24.3 Loading under EXW

Where the Standard Delivery Terms apply to an export supply and the Supplier assists in loading the Goods onto the Purchaser's nominated vehicle or carrier, that loading is an ancillary service provided in accordance with clause 7.3 and does not alter:

a) the application of EXW Incoterms® 2020;

b) the place or time of delivery; or

c) the time at which risk passes to the Purchaser.

24.4 Export and import requirements

Subject to any different allocation of responsibility under an expressly agreed Incoterm®, the Purchaser is responsible for:

a) export and import licences;

b) customs formalities;

c) duties and taxes;

d) regulatory approvals;

e) shipping and freight arrangements; and

f) requirements in the destination country.

The Supplier will, on reasonable request and at the Purchaser's cost where applicable, provide information or documents within the Supplier's possession which are reasonably required to assist the Purchaser with those arrangements.

24.5 Overseas Purchasers

If the Purchaser is not resident in Australia or is not an Australian incorporated entity, the Supplier may require payment by:

a) advance payment;

b) irrevocable letter of credit issued or confirmed by a bank acceptable to the Supplier; or

c) another payment security acceptable to the Supplier.

24.6 Letter of credit

Where a letter of credit is required, it must be:

a) irrevocable;

b) in a form acceptable to the Supplier;

c) available for payment against documents reasonably capable of being supplied by the Supplier; and

d) free of conditions inconsistent with the agreed Incoterm® or Contract.

25. ASSIGNMENT AND CHANGE OF CONTROL

25.1 The Purchaser must not assign, novate or otherwise transfer the Contract or a material right under it without the Supplier's prior written consent, which must not be unreasonably withheld where the proposed assignee has substantially equivalent financial standing and capability.

25.2 The Supplier may assign or novate the Contract to a Related Body Corporate or as part of a bona fide sale or restructuring of the Supplier's business by giving written notice to the Purchaser.

25.3 The Purchaser must notify the Supplier of any material change in ownership or control which may materially affect the Purchaser's ability to perform its obligations under the Contract.

26. RELATIONSHIP OF THE PARTIES

26.1 Except as expressly provided in the Contract:

a) the parties are independent contracting parties;

b) nothing creates a partnership, joint venture, employment, fiduciary or agency relationship; and

c) neither party has authority to bind the other.

26.2 Where the Supplier expressly agrees to arrange transport as agent for the Purchaser, that limited agency does not create a general agency relationship.

27. CHANGE IN LAW AND REGULATORY COSTS

27.1 If, after acceptance of a Purchase Order, a change in law, regulation, mandatory standard, tax, levy, carbon or emissions scheme, government charge or regulatory requirement directly increases the Supplier's cost of supplying the Goods, the Supplier may propose a reasonable price adjustment reflecting that additional cost.

27.2 The Supplier must provide reasonable written details of the basis of the adjustment.

27.3 If the proposed adjustment is material and the Purchaser does not accept it, the parties must attempt in good faith to agree an appropriate adjustment.

27.4 If agreement cannot be reached within 10 Business Days, either party may cancel the unperformed portion of the affected Purchase Order without liability for future performance, but the Purchaser remains liable for Goods already manufactured, work performed and reasonable non-cancellable commitments incurred before cancellation.

28. PPSA ENFORCEMENT

28.1 If Chapter 4 of the PPSA would otherwise apply to enforcement of a security interest arising under the Contract, the Purchaser agrees, to the extent permitted by the PPSA, that the provisions of the PPSA which the parties are lawfully permitted to contract out of will not apply to the extent specified by the Supplier in exercising its security interest.

28.2 Without limiting clause 28.1 and to the extent permitted by the PPSA, the parties agree that the following provisions will not apply:

a) section 95, to the extent that it requires the Supplier to give notice;

b) section 121(4);

c) section 130, to the extent that it requires the Supplier to give notice;

d) section 132(3)(d);

e) section 132(4);

f) section 135;

g) section 142; and

h) section 143.

28.3 Nothing in this clause excludes any provision of the PPSA which cannot lawfully be excluded or modified by agreement.

29. PPSA NOTICES

29.1 To the extent permitted by the PPSA, the Supplier is not required to give the Purchaser any notice, including a notice of a verification statement, unless the notice is required by the PPSA and the requirement cannot lawfully be excluded.

29.2 The Purchaser must not disclose information of the kind referred to in section 275(1) of the PPSA except where required by law or with the Supplier's written consent.

30. PRIVACY

30.1 Each party must comply with applicable Privacy Laws in relation to Personal Information collected, used, held or disclosed in connection with the Contract.

30.2 The Supplier may collect, use and disclose Personal Information for purposes reasonably connected with:

a) establishing and administering customer accounts;

b) supplying the Goods;

c) assessing creditworthiness;

d) processing payments;

e) debt recovery;

f) logistics and delivery;

g) responding to enquiries or complaints; and

h) complying with legal obligations.

30.3 A party disclosing Personal Information to a contractor or service provider must take reasonable steps to ensure that the information is handled in accordance with applicable Privacy Laws.

31. PRODUCT USE, STORAGE AND SUITABILITY

31.1 The Purchaser must comply with:

a) the applicable product specification;

b) Safety Data Sheets;

c) Technical Data Sheets;

d) storage instructions;

e) shelf-life requirements; and

f) reasonable written instructions supplied by the Supplier.

31.2 Unless the Supplier has expressly agreed in writing that Goods are suitable for a specific application or performance requirement, the Purchaser is responsible for determining whether the Goods are suitable for its intended use.

31.3 Where appropriate to the application, the Purchaser should undertake its own trials, testing, engineering assessment or professional review before using the Goods.

31.4 The Supplier is not responsible, to the extent permitted by law, for Loss caused by:

a) improper storage;

b) contamination after delivery;

c) use after the stated shelf life;

d) incorrect water addition;

e) addition or substitution of other materials;

f) incorrect batching or mixing;

g) improper pumping, spraying, placing or application;

h) inadequate surface or substrate preparation;

i) improper curing;

j) environmental or site conditions outside any specified operating range;

k) failure to follow the Supplier's written instructions; or

l) modification of the Goods after delivery,

except to the extent the relevant circumstance was caused by an act or omission of the Supplier.

32. TECHNICAL ADVICE AND TEST RESULTS

32.1 General technical information, recommendations or assistance provided by the Supplier are based on information reasonably available to the Supplier at the time.

32.2 Unless expressly engaged under a separate written agreement to provide engineering, design or professional consultancy services, the Supplier does not undertake responsibility for:

a) engineering design;

b) structural design;

c) site-specific design;

d) selection of Goods for a particular engineering application; or

e) supervision of the Purchaser's use or installation of the Goods.

32.3 Test results and certificates relate only to the samples or batches identified in the applicable report or certificate unless otherwise expressly stated.

32.4 Where samples are taken or supplied by the Purchaser, the Supplier does not warrant that the samples are representative of any broader quantity of material unless the sampling was performed by the Supplier under an agreed sampling procedure.

32.5 Nothing in this clause excludes responsibility the Supplier has expressly accepted in writing or any liability that cannot lawfully be excluded.

33. SAFETY AND PRODUCT RECALL

33.1 The Purchaser must promptly notify the Supplier if it becomes aware of:

a) a material safety issue associated with the Goods;

b) a suspected material product defect;

c) a regulatory investigation concerning the Goods; or

d) circumstances reasonably likely to require withdrawal or recall of the Goods.

33.2 If the Supplier reasonably believes that Goods should be quarantined, withdrawn or recalled for safety, quality or regulatory reasons, the Purchaser must provide reasonable assistance.

33.3 Responsibility for reasonable recall costs will be determined having regard to the cause of the recall and each party's responsibility for that cause.

34. NOTICES

34.1 A notice under the Contract must be in writing and may be delivered:

a) personally;

b) by prepaid post; or

c) by email,

to the address or email address most recently notified by the receiving party.

34.2 A notice sent by email is deemed received when it becomes capable of being retrieved by the recipient at the recipient's designated email address, unless the sender receives an automated failure or non-delivery notification.

34.3 A notice received after 5.00 pm or on a day that is not a Business Day at the place of receipt is deemed received at 9.00 am on the next Business Day.

35. ELECTRONIC COMMUNICATIONS AND EXECUTION

35.1 The parties consent to conducting transactions and exchanging notices, Purchase Orders, invoices, statements and other documents electronically.

35.2 A Contract or variation may be executed electronically to the extent permitted by law.

35.3 An electronic acceptance, electronic signature or other method agreed by the parties may evidence acceptance of the Contract.

36. GENERAL

36.1 Amendments to standard Conditions

The Supplier may amend these Conditions from time to time.

An amendment does not retrospectively alter an existing accepted Purchase Order unless the parties expressly agree in writing.

The Conditions applicable to a Purchase Order are those provided, published or otherwise made available to the Purchaser when that Purchase Order is accepted, subject to any agreed variation.

36.2 Set-off

The Supplier may set off an amount which the Supplier owes to the Purchaser against an amount then due and payable by the Purchaser to the Supplier.

The Purchaser may not set off an amount against an amount payable to the Supplier except where required by law or agreed by the Supplier in writing.

36.3 Waiver

A failure or delay by a party to exercise a right does not constitute a waiver of that right.

A waiver is effective only to the extent expressly stated in writing.

36.4 Severability

If a provision of the Contract is invalid, illegal or unenforceable, it is to be read down to the extent necessary to make it valid and enforceable.

If it cannot be read down, the provision is severed without affecting the remaining provisions.

36.5 Entire agreement

The Contract constitutes the entire agreement between the parties concerning its subject matter and supersedes prior discussions, negotiations, representations and agreements concerning that subject matter, except in relation to fraud or matters which cannot lawfully be excluded.

36.6 No reliance

To the extent permitted by law, each party acknowledges that in entering the Contract it has relied on the terms of the Contract and its own enquiries and not on a representation not expressly incorporated into the Contract.

36.7 Further assurances

Each party must do anything reasonably necessary to give effect to the Contract.

36.8 Survival

Clauses concerning accrued payment obligations, title, PPSA, confidentiality, Intellectual Property Rights, liability, indemnities, privacy and any provision intended by its nature to continue after termination survive completion or termination of the Contract.

37. GOVERNING LAW AND JURISDICTION

37.1 The Contract is governed by the laws of Queensland, Australia.

37.2 Each party submits to the non-exclusive jurisdiction of:

a) the courts of Queensland; and

b) courts having appellate jurisdiction from those courts.

38. DEFINITIONS AND INTERPRETATION

38.1 Definitions

In these Conditions:

Australian Consumer Law or ACL means Schedule 2 to the Competition and Consumer Act 2010 (Cth), as applied as a law of the Commonwealth, States and Territories.

Business Day means a day other than a Saturday, Sunday or public holiday in Queensland.

Confidential Information means information of a confidential nature concerning a party's business, products, operations, technology, finances, customers or Intellectual Property Rights.

Contract has the meaning given in clause 1.

Delivery Terms means the applicable Incoterm® or other delivery arrangement specified in the Contract.

Goods means goods supplied or to be supplied by the Supplier and, where the context permits, services associated with those goods.

GST has the meaning given in the GST Law.

GST Law means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Incoterms® 2020 means the rules published by the International Chamber of Commerce known as Incoterms® 2020.

Intellectual Property Rights means all present and future intellectual and industrial property rights, whether registered or unregistered, including copyright, patents, trade marks, designs, trade secrets, confidential information, know-how and rights in inventions, formulations and processes.

Loss means loss, damage, liability, charge, expense or cost, including reasonable legal costs, but subject to the limitations and exclusions contained in clause 11.

Personal Information has the meaning given in the Privacy Act 1988 (Cth).

PPSA means the Personal Property Securities Act 2009 (Cth).

Privacy Laws means the Privacy Act 1988 (Cth), the Australian Privacy Principles and other privacy legislation applicable to a party in connection with the Contract.

Purchase Order means an order submitted by the Purchaser for the acquisition of Goods from the Supplier.

Purchaser means the person or entity acquiring Goods from the Supplier and includes its permitted successors and assigns.

Related Body Corporate has the meaning given in the Corporations Act 2001 (Cth).

Standard Delivery Terms means EXW – Yuleba Quarry Products, 775 Yuleba Surat Road, Yuleba South QLD 4427, Australia (Incoterms® 2020), subject to the express provisions of clause 7 concerning ancillary loading assistance by the Supplier.

Supplier means Yuleba Quarry Products Pty Ltd (ABN 46 607 354 183), trading as YQP.

38.2 Interpretation

Unless the context requires otherwise:

a) the singular includes the plural and vice versa;

b) a reference to a person includes an individual, corporation, partnership, trust, government body or other entity;

c) headings are for convenience only and do not affect interpretation;

d) “including” and similar expressions do not limit the words preceding them;

e) a reference to legislation includes amendments, replacements and subordinate legislation made under it;

f) a reference to a document includes that document as amended in accordance with the Contract;

g) where an obligation is imposed on two or more persons, their obligations are joint and several unless expressly stated otherwise; and

h) no provision is to be construed adversely against a party solely because that party prepared or proposed the provision.