Terms and Conditions of Sale

(version 1.3 dated 12/12/2023)

These are the terms and conditions of business for goods, services and materials traded by Lucan Engineering
Pty Ltd ABN 52 088 484 048 or any of its related bodies corporate as defined in the Corporations Act 2001
(Lucan Engineering Pty Ltd) to any person, firm or company placing or receiving an order with the Company
(Customer).

1. Orders
(a) Orders are subject to approval and acceptance by Lucan Engineering. Subject to law, Lucan
Engineering may in its absolute discretion, refuse to supply goods and services to the Customer without
giving any reason for its decision.
(b) The Customer is selecting general mechanical manufacturing and maintenance services from Lucan
Engineering for use in many technical applications and agrees, undertakes and acknowledges that it
is engaging Lucan Engineering manufacturing services to produce either mechanical drawings,
components or mechanical trades technical services to either reproduce, modify, repair or make new.
components, equipment and machinery. Lucan Engineering is a general engineering manufacturing
company and the customer will not rely on Lucan Engineering’s skill or judgement or on that of any
person by whom negotiations are conducted, to be experts over all technical applications. Lucan
Engineering will not accept any returns or claims if the Customer determines that the goods, services
or any components are not suitable for their intended purpose.
(c) Any changes to an order must be agreed in writing between the parties.

2. Delivery
(a) The Customer is responsible for the cost of delivery of goods and the Customer must pay the delivery
charges stipulated by Lucan Engineering from time to time. Lucan Engineering may, in its absolute
discretion, determine the method of transport.
(b) Lucan Engineering will endeavor to deliver the goods on the date agreed by the two parties and will
use its reasonable endeavors to notify the Customer of any likely delays in advance, but under no
circumstances will Lucan Engineering be liable in any way whatsoever for any loss, damage or expense
suffered or incurred by the Customer arising out of or in connection with the non-availability, delay in
delivery, non-delivery, or non-supply of the goods.

(c) Without limiting the previous clause, Lucan Engineering will not be liable for any delays in delivery due
to causes beyond its reasonable control (including but not limited to the direct or indirect result of acts
of God, acts of public enemy, war, riot, accidents, fires, explosions, earthquakes, floods and elements,
strikes, labor or labor disputes, shortages of suitable products or materials, labor or transportation).
(d) Lucan Engineering reserves the right to cancel a customer’s order where for any reason Lucan
Engineering is out of stock, without liability. In these circumstances the customer will be notified by
Lucan Engineering.
(e) Any measures requested by the Customer to protect the goods in storage or transit shall be at the
Customer’s expense.

3. Payment
(a) All invoices issued by Lucan Engineering will include details of the total price for the goods and
services supplied by a fixed price quote or charged by an hourly rate, together with any other costs
and charges necessarily incurred by Lucan Engineering payable in accordance with this agreement.
(b) Payment in full must be made by the Customer for all goods supplied to the Customer within 30 days
after the end of the month in which the goods are invoiced. All payments must be made by way of
either cash, bank cheque or electronic funds transfer into the account nominated by Lucan Engineering
and unless first agreed in writing, all amounts payable under or in connection with this agreement must
be paid without deduction.

(c) If the Customer fails to pay for goods supplied by the due date Lucan Engineering may recover from
the Customer the price of those goods as a liquidated sum.
(d) No negotiable instrument accepted or negotiated by Lucan Engineering will be deemed payment until it
has been honored. The Customer must reimburse Lucan Engineering for any charges made by Lucan
Engineering’s bank for any negotiable instrument not met on presentation.
(e) Lucan Engineering may allocate a credit limit to the Customer’s account at any time. This limit will be
advised in writing to the Customer and may be reduced by Lucan Engineering at any time. Any credit
provided in excess of the credit limit shall be repayable on demand
(f) Without in any way limiting Lucan Engineering’s right to require payment in full, Lucan Engineering
may at its sole discretion charge interest on overdue amounts each day the account remains overdue
at the rate of 4% over the Reserve Bank of Australia’s minimum reference rate as applicable from time
to time. Such amounts shall be invoiced to the customer and shall be payable on demand.
(g) Lucan Engineering, at its discretion, may suspend supplies of goods to Customers who are in default
or have failed to make payment in accordance with clause 3(a) until full payment of all amounts due
have been received.
(h) Lucan Engineering may claim from the Customer all costs, expenses and charges incurred relating to
any action taken by Lucan Engineering to recover goods or monies due from the Customer, including
but not limited to, any collection agent costs or legal costs.

4. GST
(a) Any reference in this clause to a term defined or used in the GST Law is, unless the context indicates
otherwise, a reference to that term as defined in A New Tax System (Goods and Services Tax) Act
1999 (Cth).
(b) Unless expressly stated otherwise, any sum payable, or amount used in the calculation of a sum payable,
under this agreement must be increased on account of any GST payable under this clause 4.
(c) To the extent that GST is payable in respect of any supply made by Lucan Engineering under or in
connection with this agreement, the consideration to be provided for that supply in increased by an
amount equal to the GST. The Customer must pay the GST to Lucan Engineering at the same time that
payment is made under this agreement.
(d) Lucan Engineering must issue the Customer, before the time of payment, with a tax invoice that
constitutes a tax invoice under GST Law and where applicable, enable the Customer to claim any input
tax credits for the GST in respect of supplies to which the invoice relates, or at such other time as the
parties agree.

5. Cancellations and Returns
(a) Orders cancelled by the Customer will only be accepted with the prior written approval of Lucan
Engineering. Lucan Engineering may invoice the Customer for any costs incurred by Lucan
Engineering in relation to the order and its cancellation, including the cost of any materials, labor or
transport.
(b) Lucan Engineering, in its absolute discretion, may accept returned goods from the Customer. Goods
returned will be subject to a re-stocking charge equivalent to 20% of the invoiced value of the returned
goods.
(c) Where goods have been returned as a result of a Lucan Engineering error - no restocking fee will apply.
(d) Goods sold as non-standard products i.e., bought in or manufactured specially for customers will not
be accepted for return.

6. Notification of claims
(a) All and any claims in respect of goods must be notified in writing to Lucan Engineering within seven
(7) days of delivery of the goods to the address specified in the Customer’s order and in this respect,
time will be of the essence. If no claim is received within this time, the goods supplied will be deemed
to have been a merchantable and faultless quality and condition at the time of receipt.
(b) No returns will be accepted unless authorised by Lucan Engineering, in its absolute discretion, in
advance. Goods returned must be in “as sold” or “saleable” condition and therefore not have been
used.

7. Limitation of liability
(a) Except as expressly provided to the contrary in these terms and to the maximum extent permitted by
law, all terms, conditions, warranties, undertakings, inducements or representations whether express,
implied, statutory or otherwise, relating in any way to the supply of the goods under these terms are
excluded.
(b) Without limiting the generality of the preceding, Lucan Engineering will not be under any liability to the
Customer in respect of any:
(i) consequential loss or damage; or
(ii) loss of profits,
however caused.
(c) To the extent that the warranties implied under the Competition and Consumer Act 2010 (Cth) apply
to supplying the goods, Lucan Engineering’s liability for loss arising as a result is limited, to the
maximum extent permitted by law, at Lucan Engineering’s option to either the value of the goods in the
particular order or the obligation to replace any faulty or defective goods.

8. Risk , Retention of Title and the PPSA
(a) The risk of damage to or loss of goods supplied by Lucan Engineering passes on delivery to the
Customer.
(b) Ownership and title to goods supplied shall remain vested in Lucan Engineering and shall not pass to
the customer until the purchase price for the goods (inclusive of GST) has been paid in full and received
by Lucan Engineering.
(c) Until payment in full of the purchase price, the Customer must take custody of the goods and retain
them, and may resell, but only as trustee of Lucan Engineering.
(d) Any right to bind Lucan Engineering to any liability to any third party by contract or otherwise is
expressly negated.
(e) Any resale of the goods prior to payment of the full purchase price is to be at arm’s length and on
market terms and pending resale or utilisation in any manufacturing process, the Customer must keep
the goods separate from its own, properly stored, protected and insured.
(f) The Customer will receive all proceeds whether tangible or intangible, direct or indirect of any dealing
with goods in trust for Lucan Engineering and will keep such proceeds in a separate account until
payment in full of the purchase price has been discharged. Lucan Engineering may appropriate
payments to such goods and accounts as it thinks fit notwithstanding any appropriation by the
Customer to the contrary.
(g) In the event that the Customer uses the goods in some manufacturing process of its own or some third
party, then the Customer must hold such part of the proceeds of such manufacturing process as relates
to the goods in trust for Lucan Engineering. Such part will be deemed to equal in dollar terms the
amount owing by the Customer to Lucan Engineering at the time of the receipt of such proceeds.
(h) The Customer hereby acknowledges that these terms constitute a security agreement which creates a
security interest in favour of Lucan Engineering in all goods supplied by Lucan Engineering to the Customer to secure payment from time to time, including future advances. The Customer agrees to
grant to Lucan Engineering a Security Interest.
(i) The Customer acknowledges and agrees that by assenting to these terms the Customer grants a
security interest by virtue of this clause 8 to Lucan Engineering.
(j) The Customer undertakes to:
(A) Sign any further documents and/or provide any further information (which information the
Customer warrants to be complete, accurate and up-to-date in all respects) which Lucan
Engineering may reasonably require to enable registration of a financing statement of financing
change statement on the Personal Property Securities Register (“PPSR”) under the Personal
Property Securities Act 2009 (“PPSA”)
(B) Not register a financing change statement as defined in section 10 of the PPSA or make a
demand to alter the financing statement pursuant to section 178 of the PPSA in respect of the
goods without the prior written consent of Lucan Engineering;
(C) Pay all costs incurred by Lucan Engineering in registering and maintaining a financial statement
(including registering a financing change statement) on the PPSR and/or enforcing or attempting
to enforce the security interest created by these terms including executing subordination
agreements;
(D) Be responsible for the full costs incurred by Lucan Engineering (including actual legal fees and
disbursements on a solicitor and client basis) in obtaining an order pursuant to section 182 of the
PPSA.
(k) The Customer waives any right it may have under section 115 of the PPSA upon enforcement.
(l) Pursuant to section 157 of the PPSA, unless otherwise agreed to in writing by the Lucan Engineering,
the Customer waives any right to receive the verification statement in respect of any financing
statement or financing change statement relating to the security interest.
(m) The Customer agrees that immediately on request by Lucan Engineering, the Customer will procure
from any persons considered by Lucan Engineering to be relevant to its security position such
agreement and waivers as Lucan Engineering may at any time require.
(n) The Customer gives Lucan Engineering a security interest in all of the Customer’s present and afteracquired
property in which goods supplied or financed by Lucan Engineering have been attached or
incorporated.

9. Practical Completion Conditions
Practical Completion shall be achieved when the scope of supply is being used for its intended purpose or
is reasonably capable of being used for its intended purpose except for those minor omissions or defects
which do not, or not materially, impair the normal operation of the equipment.

10. Information and Drawings
(a) All drawings and printed matter accompanying a quotation or in the Customer's possession before or
after acceptance of an order are informative only and are intended to be only a general description of
the equipment and shall not form part of the contract unless certified by Lucan Engineering in writing, in
which case they shall be subject to recognised tolerances.
(b) In the case of software, drawings, documents and technical information specifically developed by Lucan
Engineering through the design and development process (being the Intellectual Property), Lucan
Engineering will grant to the Customer an unlimited royalty-free license for the use of such Intellectual
Property as part of the delivered system. Th Customer’s purchase of goods does not confer on the
Customer any licence or assignment of any copyright, patent, design or trademark, or any other
intellectual property right (whether registered, registrable or not) that subsists in the goods.
(c) Lucan Engineering makes no representation or warranty to Customer of any kind, express or implied
that the goods will not infringe any intellectual property rights of a third party.

11. Confidentiality
The Customer must keep the terms of this agreement strictly confidential and must not without the prior written consent of Lucan Engineering, disclose any information to any third party except if required to make such a disclosure pursuant to any law, regulation or court order or in circumstances where the confidential information has come within the public domain otherwise than by breach of an obligation owed to Lucan Engineering.

12. Warranty
(a) Lucan Engineering will pass on to the Customer any warranties it receives in respect of third-party goods supplied to the Customer.
(b) A twelve (12) month warranty is given for parts and labour for all new equipment and components specifically manufactured and supplied by Lucan Engineering from the date of Practical Completion.

13. Termination of account
Lucan Engineering has the right to terminate a credit account at its discretion by giving written notice to the Customer if Customer:
(a) Breaches any material provision of this agreement and fails to remedy that breach within 7 days of receiving notice requiring it to do so (including without limitation any breach in respect of any obligation to pay money);
(b) Breaches a material provision of the agreement where that breach is not capable of remedy and fails to take any action required of it by Lucan Engineering within 7 days of receiving notice requiring it to do so.
(c) Is a company, undergoing a change of control without the prior written consent of Lucan Engineering;
(d) Ceases to carry on business or ceases to be able to pay its debts as they become due;
(e) An Insolvency Event occurring in respect of the Customer, being an event where an individual commits an act of bankruptcy or is declared bankrupt or insolvent, where a party is a company a resolution is passed or court order made for the winding up of that party or an administrator appointed, a receiver and/or manager is appointed to the assets or undertaking of the party of any part thereof or the party is otherwise unable to pay its debts as and when they fall due.
Upon termination the Customer will remain liable for all payments accrued up to and including the date of termination whether or not invoiced prior to and Lucan Engineering will send to the Customer a final invoice for balance of any unbilled amounts accrued up to and including the date of termination and clause 3 shall apply.

14. Notices
A notice to be given by a party to another party under this agreement must be in writing and sent to the address previously nominated by that party and will be deemed to be duly given:
(a) In the case of hand delivery, on the day of delivery;
(b) Three (3) business days after the date of posting by pre-paid registered post; or
(c) If sent by facsimile at the time shown in the transmission report generated by the machine from which the fax was sent;
(d) If sent by email when sent unless the sender receives a notice from the party’s email server or internet service provider that the message has not been delivered to the party.

15. Entire agreement
The Customer agrees to these terms of trade irrespective of anything stated on the Customer’s order, or in any other subsequent document, unless Lucan Engineering otherwise expressly agrees in writing with reference to this document.

16. Force Majeure
No liability will be accepted for any failure of, or delay in, performance where performance is wholly or partially delayed, hindered or prevented by any circumstance which is not within Lucan Engineering's immediate control including, but without limiting the generality of the foregoing, strikes, lockouts, labour disputes of any kind, fires, accidents, breakdown of plant, delay of transport, unavailability of materials, war, hostilities or any local or national emergency, compliance with any order or request of a Government or other Public authority or force majeure of any kind.

17. Governing law and jurisdiction
These terms of trade will be governed by and construed according to the laws in force in the State of New South Wales and each party irrevocably and unconditionally submits to the exclusive jurisdiction of the Federal Court of Australia (Sydney Registry) and the courts of New South Wales. 18. Special Conditions
(a) Any additions or increases in the cost of the supply of goods as a result of any additions or increases in charges, duties, taxes or costs associated with manufacture or supply of these goods, including without limitation increases due to variations in exchange rates, the cost of transport or shipping, the cost of materials or labour and/or the cost of conforming with any relevant legislation, court orders, regulations or bylaws, between the date of acceptance of this order and the date of supply of the relevant goods shall be borne by the Purchaser.
(b) Unless Lucan Engineering Pty Ltd expressly acknowledges in writing that Lucan Engineering General Terms and Conditions of Sale have been replaced by other agreed terms and conditions, this is issued pursuant to Lucan Engineering General Terms and Conditions of Sale which are attached herein. These General Terms and Conditions of Sale prevail over and apply notwithstanding, any wording or other communication seeking to impose the use of alternative terms and conditions.