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Terms and Conditions

1.Definitions and Conditions

1.1 These conditions of sale apply to all agreements for the supply of Equipment by MHIAA and the Customer acknowledges that these
are the only terms and conditions that govern the purchase of the Equipment by the Customer from MHIAA. These Conditions of Sale
are varied or excluded only where such variation or exclusion is in writing and signed by a State Manager or Senior manager of MHIAA
and either is expressed to be a variation of these Conditions of Sale or is so inconsistent with them as to allow no other interpretation
than that they have been intentionally varied.
Where the customer has agreed to purchase Equipment from MHIAA upon the basis of these Conditions of Sale, these Conditions of
Sale shall be incorporated into every subsequent agreement for purchase of Equipment (including all purchases of consumables by the
Customer for use with the Equipment in so far as applicable) by the Customer from MHIAA unless specifcally varied or excluded in the
manner prescribed by clause 1.1.

1.2 No brochure, catalogue, price list, internet page, quotation or other communication published or forwarded by MHIAA to the customer,
whether in writing or not, shall constitute anything other than an invitation by MHIAA to the Customer to do business. Any purchase
order placed by the Customer with MHIAA constitutes only an offer to purchase Equipment. Notwithstanding any prior communication
between MHIAA and the Customer, there shall be no obligation by MHIAA to accept an offer to purchase Equipment made by a
Customer. The Customer’s order may be accepted either by issue to the Customer of a Confrmation of Order or by delivery of the
Equipment.

1.3 In the event of any inconsistency between the Customer’s purchase order or other request and MHIAA’s Conditions of Sale, the terms
of MHIAA’s Condition of Sale shall prevail unless the variation is accepted in writing by MHIAA.

1.4 No quotation or other invitation to do business forwarded or other document published by MHIAA to the Customer constitutes a
representation by MHIAA to the Customer that the Equipment detailed in the quotation or publication or the prices set out in it shall be
available to the Customer. Any quotation or other publication may be altered or withdrawn by MHIAA at any time.

2. Pricing

2.1 Where a written quotation has been given by MHIAA, the selling price is the price specifed in the quotation. In any other case, the
price for goods supplied will be MHIAA’s list price ruling at the date of shipping and the charge for services supplied will be at MHIAA’s
prevailing rates at the time of supply. Prices are subject to change without notice and are not binding on MHIAA.
2.2 In cases where MHIAA intends to progress bill the Customer for the supply of goods or services MHIAA will do so on a percentage (%)
of completion of works basis and specify the billing schedule in its written quotation. A separate Sales Invoice will be raised for each
progress payment in accordance with the billing schedule.
2.3 All invoices shall be paid in full not later than thirty (30) days from the end of the month in which MHIAA goods were purchased. Timing
is of essence in respect of the Customer’s obligation to make payment for goods or services supplied by MHIAA to the Customer.
2.4 The customer acknowledges that the cost of transportation and freight for the Equipment is not included in the Charges and the
Customer shall pay a reasonable additional fee for such costs. All other related expenses shall (unless otherwise agreed in writing) be
paid by the Customer.
2.5 The extension of credit facilitates is at the sole discretion of MHIAA. MHIAA retains the right to withdraw credit facilities at any time
prior to the delivery of goods. If the buyer’s agreed credit limit is exceeded, MHIAA may refuse to accept further orders for goods until
payment received or refuse to delivery any further goods subject of a previous agreement or quotation.

3. Delivery/Risk

3.1 MHIAA reserves the right to deliver in instalments and all such instalments, where separately invoiced, must be paid for without regard
to the delivery of subsequent instalments. A part delivery of an order will not invalidate the balance of the order.

3.2 While MHIAA will use all reasonable endeavors to meet agreed delivery dates, MHIAA shall not be liable to Customer for any direct,
indirect or consequential loss or damage whatsoever should it be delayed or prevented from delivering goods, supplying services or
otherwise performing any of its contractual obligations due to any cause or circumstances beyond MHIAA’s reasonable control. Time is
not of essence in relation to delivery.

3.3 If MHIAA is unable to effect delivery for reasons outside its control of if MHIAA has agreed to make delivery or the Customer is unwilling
or unable to accept delivery, MHIAA may store the Equipment and charge the Customer for all costs and expenses associated with
such storage and delayed delivery, including if applicable any additional fnancing costs incurred by MHIAA by reason of a fxed price
having been agreed for the Equipment with the Customer of otherwise. Where delivery to the Customer’s premises is delayed by
reason of the Customer’s fault of preparedness or other reason outside the control of MHIAA and the time for payment by MHIAA to
the Manufacturer is linked to the anticipated time for such delivery, then MHIAA in its discretion may at any time after such anticipated
time deem delivery to have occurred for the purposes of payment form the Customer in accordance with the Agreement.

4. Cancellations and Returns

4.1 Once an order has been accepted by MHIAA, it cannot be cancelled by the Customer. The supply of goods or service is subject to
availability. MHIAA reserves the right to suspend or discontinue the supply of goods or services to the Customer without penalty. If
MHIAA is unable to supply all of the Customer’s order, these terms and conditions continue to apply to any part of the order supplied.

4.2 All complaints, requests for return of goods, claims or notifcation of lost, incomplete, damaged, defective or non-compliant goods
must be submitted by the Customer to MHIAA in writing within 5 days of the date of delivery of the goods. Otherwise the Customer
shall be deemed to have accepted the goods and shall not refuse to pay for the goods on the basis that they were lost, incomplete,
damaged, defective or do not comply with the Customer’s purchase order.

4.3 While MHIAA will use all reasonable endeavors to deliver goods as specifed in the Purchase Order, Customer acknowledges and
agrees that it is the Customer’s sole responsibility to ensure that goods delivered align with the Purchase Order. MHIAA is not liable
to Customer or any end user for any goods purchased and or subsequently installed that are different to that specifed in original
Purchase Order.

4.4 MHIAA will not accept the return of goods unless the following conditions are satisfed:

a) MHIAA’s written approval has frst been obtained, which will include the issue of an authorization number.
b) the goods are returned within 7 days of the issue of the authorization number under clause 4.4(a);
c) a copy of the relevant invoice is enclosed with the returned goods;
d) the goods are returned in merchantable quality (as determined solely by MHIAA) with the original packaging and without damage or
marks to the original packaging;
e) the Customers pays shipping costs for the return of goods to a warehouse or other premises nominated by MHIAA and
f) the Customer pays to MHIAA a handling charge equal to 10% of the price paid for goods. Unauthorized returns will not be accepted.
The Customer will be responsible for all damage incurred during return shipment. The Customer shall not deduct the amount or any
anticipated credit from any payment due to MHIAA.

5. Termination, Repossession of Goods & Recovery of Debt

5.1 Past due accounts are eligible to be passed on to a collection agency of MHIAA’s choice for recovery. Accounts passed onto a
collection agency may be listed on a credit bureau database. This listing may impact the ability of the customer to secure further
credit facilities.

5.2 If the Customer does not make any payment by the due date, exceeds its credit limit at any time, commits any other material breach
of these terms and conditions or is insolvency event in respect of the Customer arises or is reasonably suspected by MHIAA (“Default
Event”), MHIAA may (without limiting any other right or claim it may have against the Customer) do any or all of the following:

a) the charge of the Customer interest calculated on a daily basis on any portion of the Customer’s account that is overdue at the
reference rate for business loans available to commercial customer form the fnancial institution that MHIAA banks with plus 5%
calculated from the date the payment was due until the date payment is made (both dates inclusive);
b) vary or withdraw any approved credit limit and/or terms of trade;
c) cancel or suspend any unflled orders or cease providing the services;
d) terminate any contracts between MHIAA and the Customer and demand immediate payment of any money due and outstanding
under those contracts;
e) cancel any rebate, discount or allowance due to payable by MHIAA as at the date of the Default Event;
f) enter (at any time) any premises in which MHIAA’s goods are stored, to enable MHIAA to reclaim possession of the goods without
liability of trespass, negligence or payment of any compensation to the Customer or any receiver Manager or Administrator
appointed over all or any part of its assets. For the avoidance of doubt, title in the goods immediately re-vest in MHIAA upon MHIAA
asserting its right of entry under this clause 5.2(f);
g) lodge a non-lapsing caveat or other similar instrument over any land or personal property of the Customer and the Customer hereby
charges in favor of MHIAA all benefcial interest (freehold and leasehold) in land and personal property held now or in the future
by the Customer with the payment of any money owed to MHIAA. Furthermore, the Customer hereby irrevocably appoints all and
any of MHIAA’s as MHIAA’s lawful attorney for the purposes of doing all such acts and things and executing all such documents
necessary to enable MHIAA to register a non-lapsing caveat or other similar instrument over any such freehold or leasehold property
and for such purposes a declaration of default duly executed for and on behalf of MHIAA by such persons shall be deemed
suffcient evidence of such default; or
h) Institute any recovery process as MHIAA in its discretion decides at the Customer’s cost and expense.

5.3 MHIAA shall retain title to all goods supplied by it to the buyer (Goods) until it has received payment in full of all sums due to it in
connection with the supply of all Goods. In the case of payment by cheque, bill of exchange or note, title shall not pass to the buyer
until the same is honored.

5.4 The buyer shall store all Goods in such a way that they are clearly identifable as MHIAA. Property, and shall maintain and allow MHIAA
to inspect records of MHIAA goods, and of the persons to whom it supplied MHIAA goods.

6. Functionality and Performance

6.1 MHIAA reserves the right to make changes in the construction and/or design of goods and not withstanding any such changes the
Customer shall accept in performance of any order of MHIAA current corresponding standard models.

6.2 All information, specifcations or other data provided by MHIAA in relations to the Equipment represent approximations only and
should not be used for construction purposes. All drawings and specifcations shall remain the sole property of MHIAA and must not
be copied or divulged to any third party without the prior written consent of MHIAA. Small deviations or slight variations from such
information, specifcations or data which do not substantially affect the functionality of the Equipment will not entitle the Customer to
either reject the Equipment upon delivery or make any claim in respect thereof.

6.3 MHIAA does not warrant that the Equipment supplied by MHIAA will, as installed, comply with the Building Code of Australia or any
other similar standard of code. The Customer is solely responsible for ensuring that the Equipment, as installed, complies with any
relevant code or standard.

7. Warranty and Limitation of Liability

7.1 Certain legislation may imply warranties, terms of conditions that cannot be excluded, restricted or modifed. If those statutory
provisions apply, to the extent to which MHIAA is entitled to do so, its liability is limited at its option to:
a) In the case of goods:
i) replacement of goods or the supply of equivalent goods;
ii) payment of the cost of replacing the goods or of acquiring equivalent goods, by credit to the Customer’s account, in cash or by
cheque at MHIAA’s discretion; or
iii) Repayment of any part of the purchase price of the goods which has been paid by the Customer, by credit to the Customer’s
account, in cash or by cheque at MHIAA’s discretion.
b) In the case of services by supplying the services again.

7.2 Subject to clause 7, MHIAA is not liable for any injury, damage or loss of any kind whatsoever and howsoever arising out of or
in connection with the supply of goods and services including loss or proft, loss of revenue, loss of contract, loss of goodwill or
increased cost of workings, nor shall MHIAA be under any liability whether in contract, otherwise for any injury damage or loss whether
consequential, special, indirect or otherwise arising out of or in connection with the supply of goods or services, even if due to the
negligence of MHIAA or any of its employees or agents.

7.3 Provisions of the Trade Practices Act 1974 (Cth) as amended, and other legislation and laws from time to time in force in Australia,
may imply warranties or conditions or impose obligations upon MHIAA which cannot, in which or in part, be excluded, restricted or
modifed. These terms and conditions must be read and construed subject to any statutory provisions. If any such statutory provisions
apply then, to the extent to which MHIAA is entitled to do so, MHIAA liability (if any) shall be limited, as its option to: –
a) in the case of goods (1) replacement or repair of the goods or the supply of equivalent goods; or ii) the payment of the replacing the
goods or having the goods repaired or of acquiring similar goods,
b) in the case of services: i) the supply of the services again; or ii) the payment of the costs of having the services supplied again.

8. Property in Equipment Purchased

8.1 No Legal or equitable title to the Equipment shall pass to the Customer until payment in full has been made by the Customer not
only of all Charges for all Equipment the subject of the Agreement (unless waived in writing by MHIAA) but also until payment has
been made of all other sums due to MHIAA by the Customer on any account whatsoever. Until all such sums due to MHIAA by the
Customer have been paid in full, MHIAA has a security interest in all Equipment.

8.2 If the Equipment is attached, fxed or incorporated into any property of the Customer, title in the Equipment will remain with MHIAA
until the Customer has made payment for all Equipment, and where that Equipment is mixed with other property so as to be part of
or a constituent of any new equipment, title to that new equipment shall be deemed to be assigned to MHIAA as security for the full
satisfaction by the Customer of the full amount owing between MHIAA and the Customer.

8.3 Subject to the clause 8.6, until the legal and equitable title to the Equipment passes to the Customer, the Customer:
a) shall hold the Equipment as bailee of MHIAA returnable at will and without prior demand by MHIAA;
b) shall, upon demand by MHIAA, immediately deliver up the Equipment to MHIAA; and
c) Hereby authorizes MHIAA to enter upon the premises upon which the Equipments are stored for the purpose of taking possession
thereof.

8.4 MHIAA shall not be liable for, and the Customer expressly releases MHIAA from any liability for, any damage, costs or losses arising
from or in connection with the recovery of possession of the Equipment by MHIAA.

8.5 Where Equipment is seized by MHIAA under clause 8.3 ( c ) the Customer waives the right to receive notice under sections 130 and
135 of the Personal Property Securities Act 2009 (Cth).

8.6 Until title of the Equipment passes to the Customer, the Customer will not purport to assign any right or interest therein to any other
person other than by sale of the Equipment in the usual course of business (upon which title will pass to the purchaser). The proceeds
of any such sales will be the property of MHIAA and must be held by the Customer on a fduciary basis in a separate bank account for
the beneft of MHIAA, and will be payable to MHIAA immediately without demand.

8.7 The Customer shall promptly do whatever MHIAA reasonably requests of the Customer:
a) ensure MHIAA’s rights in relation to the Equipment are enforceable, perfected and effective; and
b) enable MHIAA to apply for any registration, or give any notifcation, in connection with this Agreement to preserve MHIAA’s rights in
relation to the Equipment

Force Majeure

9.1 MHIAA will not be liable for any loss or damage suffered by the Customer due to any delay or any breach or default under the
Agreement in circumstances where such delay breach or default results from causes beyond MHIAA’s reasonable control including
but not limited to any breach or default under the Agreement by the Customer, compliance with any laws, regulations, orders, acts,
instructions or priority requests of governments, acts of God, fres, floods, weather, strikes, lockouts, factory shutdown or alterations,
embargoes, wars, riots, delay or shortage in transportation or inability to obtain labour, manufacturing facilities, electricity, oil or other
materials from MHIAA’s or the Manufacturer’s usual sources.

9.2 Any delay resulting from such cause shall immediately extend the date for the performance by MHIAA of any obligation under the
Agreement by the period of delay in which event the Customer shall take, if necessary steps to secure payment for the Equipment.

10. Confidentiality

10.1 Both MHIAA and the Customer agree that, to the extent permitted by law, both parties will keep the terms of condition confidential and neither party will disclose the conditions or any information relating to the conditions.

10.2 Notwithstanding clause 10.1, a party may disclose information relating to the Agreement to its professional advisors or in order to
comply with an applicable law.

11. Dispute Resolution

11.1 The parties to this Agreement shall comply with clause 11 prior to the institution of any legal proceedings.

11.2 Where a party to this Agreement claims that a dispute, controversy or claim has arisen between the parties in relation to the
Agreement the party making the claim shall provide written notice to the other party specifying the nature of the dispute.

11.3 Within fourteen (14) days of receipt of the written notice by the other party, or such longer period as the parties may agree in writing,
the parties shall in good faith and acting reasonably use their best efforts to resolve the dispute, controversy or claim.

11.4 In the event that the dispute, controversy or claim has not been resolved in accordance with clause 11.3 either party is then free to
commence legal proceedings to resolve the dispute.

12. General

12.1 All clerical errors are subject to correction and shall bind MHIAA.

12.2 The invalidity or enforceability of any provision of these terms and conditions shall not affect the validity or enforceability of the
remaining provisions.