WALSH HOLDINGS QLD PTY LTD ACN 132 743 634 PURCHASE ORDER TERMS AND CONDITIONS 1.

. Acknowledgment 5.5 1.1 The terms and conditions contained or described in this Purchase Order including the Specifications ("the Purchase Order") are the only agreement between the Buyer and the Seller unless otherwise agreed to by the Buyer in writing and the terms and conditions of this Purchase Order shall prevail in the event of any conflict with any other agreement the Buyer has with the Seller. By agreeing to supply the Goods described in this Purchase Order, the Seller accepts all 1.1.1 terms and conditions hereby contained in this document; and 1.1.2 All terms and conditions of the Head Contractor also apply to the Seller. 1.2 The acceptance of the Purchase Order by the Seller is deemed to be acceptance of the terms of the Purchase Order herein contained. The Purchase Order will also be accepted by the Seller by the supply of any Goods or the performance of any work set out in the Purchase Order. Definitions 2.1 "Act" means the Personal Property Securities Act 2009 (Cth). 2.2 "Buyer" means WALSH HOLDINGS QLD PTY LTD ACN 132 743 634 and BNE PTY LTD ACN 150 804 461. 2.3 "Construction Schedule" means the Head Contractor's outline of construction activities which guides sub-trades and suppliers in planning and coordinating for the completion of work. 2.4 "Defective" means Goods and/or Services (or any aspect of them) which are not in accordance with the Purchase Order or which are damaged, deficient, faulty, inadequate, incomplete or not in accordance with the Specifications. 2.5 "Defects Liability Period/DLP" means the period of twelve (12) months from the installation and commencement of use in its ordinary operating capacity for the purpose for which the Goods were installed, during which the Buyer may return or make good any defective Goods and/or Services to the Seller. 2.6 "Delivery Address" means the address specified by the Buyer to the Seller in the Purchase Order. 2.7 "Delivery Date" means the delivery date specified on the Purchase Order. 2.8 "GST" means the provision of Goods and Services Tax under the A New Tax System (Goods & Services Tax) Act 1999 (Cth). 2.9 "Goods" means the goods, if any, described on the Purchase Order. 2.10 "Head Contractor" means the Principal Contractor who has engage the Buyer to install the Goods supplied under this Purchase Order. 2.11 "Price" means the price specified in the Purchase Order, which includes all taxes, duties, costs, charges (including any delivery, packaging, carriage, shipping and insurance costs) but excludes GST or as otherwise reduced or offset hereunder. 2.12 "Purchase Order" means the purchase order of Goods and/or Services issued by the Buyer to the Seller from time to time containing, amongst other things, a description of the Goods and/or Services. 2.13 "Secured Goods" means all of the Seller's present and future right and interest in the Goods purchased under the Purchase Order by the Buyer. 2.14 "Security Interest" has the same meaning as defined in the Act. 2.15 "Seller" means the seller of the Goods and/or Services described as such in the Purchase Order. 2.16 "Services" means any duty or labour performed by the Seller for the Buyer. 2.17 "Specifications" means the specifications, drawings, samples or other description of the Goods by the Head Contractor and as otherwise disclosed by the Buyer to the Seller in writing. 2.18 "Terms" means the WALSH HOLDINGS QLD PTY LTD ACN 132 743 634 and BNE PTY LTD ACN 150 804 461 Terms & Conditions. Goods and Services 3.1 The Buyer wishes to purchase Goods and/or Services from the Seller. 3.2 The Seller must ensure that the Goods are in accordance with and conform to all specifications, drawings, samples or other description ("the Specifications") of the Buyer and the Head Contractor which the Seller acknowledges will be accessed by the Seller by direct arrangement with the Head Contractor. Any in-progress inspection by the Buyers, employees or agents or other representatives does not affect this requirement. Any failure by the Seller to meet the Specifications is at the risk of the Seller and any costs incurred by the Buyer will be at the expense of the Seller. 3.3 Any changes to the Goods that do not comply with the Specifications by the Seller may only be made by prior written notification to the Buyer and written acceptance by the Buyer of those changes. Otherwise, if Goods are not in accordance with the Specifications then the Buyer may choose to: 3.3.1 Accept the Goods, in which the Seller will be responsible for any damage, cost or expense incurred by the Buyer as a result of the failure of the Goods to meet the Specifications; or 3.3.2 Reject the Goods in which case the provisions of Clause 5 will apply. 3.4 In consideration of payment of the Price by the Buyer, the Seller must supply to the Buyer the Goods and/or perform the Services in accordance with the Purchase Order (which includes these Purchase Order Terms & Conditions). 3.5 To the extent the Seller's Terms & Conditions are supplied with the Goods or Services (including as printed on consignment notes or other documents), those Terms & Conditions will be of no force or effect and will not bind the Buyer and will not constitute part of this Purchase Order (even if any agent or other representative of the Buyer signs those Terms & Conditions or annexes those Terms & Conditions to this Purchase Order). Delivery 4.1 The Seller must perform the Services or deliver the Goods to the Delivery Address by the Delivery Date. 4.2 The Seller must obtain from the Buyer a point of delivery at the Delivery Address, specifying the precise location where the Goods are to be delivered. 4.3 The Seller must provide sixteen (16) days' notice of delivery to the Buyer to allow the delivery of the Goods to occur. 4.4 The Delivery Date is indicative only and is given in accordance with the Construction Schedule of the Head Contractor. The final Delivery Date will be subject to changes in accordance with the Construction Schedule of the Head Contractor and any costs associated with any such delays in the Construction Schedule will be at the expense of the Seller. 4.5 The Buyer reserves the right to accept or reject the delivery of any Goods that are not delivered strictly in accordance with this Clause 4. Any Goods that are rejected because their delivery is not in accordance with this Clause 4 are to be picked up and removed from the site by the Seller at the sole expense of the Seller on the same day as the delivery or if held, then Clause 4.7 concerning storage and holding costs will apply. 4.6 Goods may only be delivered to the Delivery Address upon the Seller receiving the Buyer's written consent. Any costs (including but not limited to, damages, insurance, replacement costs due to lost or stolen Goods) incurred by the Buyer due to non-compliance by the Seller will be at the expense of the Seller. 4.7 Any costs incurred by the Buyer that is associated with the holding or storage of Goods that have been delivered before the Delivery Date or without the written consent of the Buyer, will be at the expense of the Seller. 4.8 Otherwise then in accordance with this Clause 4, delivery of Goods is not recognised unless it is acknowledged in writing by the Buyer or an employee of the Buyer. The Seller must take all necessary steps to ensure that an employee of the Buyer is present at the time of delivery. Any costs incurred by the Buyer due to non-compliance by the Seller will be at the expense of the Seller. 4.9 Any cost incurred by the Buyer resulting from the late delivery of Goods by the Seller will be at the expense of the Seller and will be determined in accordance with the terms and conditions of the Head Contractor. 4.10 The Seller must ensure that the Goods are suitably packed to avoid damage in transit or in storage. 4.11 Packages must be marked with the Purchase Order number, item number, destination, contents, quantity, date and method of dispatch and weight of each package. 4.12 The Buyer will inspect all Goods upon delivery and must give notice in accordance with Clause 5 if any Goods are damaged, wrongly supplied or not in accordance with the Purchase Order. Rejection and Return of Goods 5.1 All Goods are received subject to inspection within a reasonable time after delivery or before delivery at the Buyer's discretion irrespective of date of payment. 5.2 Signed delivery dockets do not mean acceptance by the Buyer of Goods delivered but only the number of packages or cartons delivered. 5.3 The Buyer must promptly notify the Seller of any defects appearing and hold Goods so found to be Defective for the Seller's instructions and at the Seller's risk for a reasonable period not exceeding forty five (45) days. If the Seller's instructions are not received within two (2) weeks from the date of notification, the Buyer may return the Defective Goods to the Seller's premises at the Seller's expense and risk and any expense incurred by the Buyer in such return is payable forthwith by the Seller and may be offset by the Buyer against any moneys otherwise due by the Buyer to the Seller. This condition shall apply notwithstanding that the Goods or Services have been inspected or tested or that the Buyer has paid for the Goods or Services. 5.4 No Seller shall charge more than 10% restocking fee for any Goods returned by the Buyer. The Goods must be accepted by the Seller regardless of whether the Goods are in its original packaging or not. No time limit applies for the return of any Goods. 5.6 The Buyer may use the Goods and/or Services of a competitor of the Seller to replace any Goods that are deemed to be Defective. If, during the DLP, any of the Goods or Services are found to be Defective, the Buyer may do all or any of the following: 5.6.1 Accept the Defective Goods or Services; Return the Defective Goods to the Seller; 5.6.2 5.6.3 Reject the Defective Goods; or 5.6.4 Retain any amount owed by the Buyer to the Seller until such time as the Defective Goods are repaired, replaced or made good in accordance with Clause 5.8 and Clause 5.10. 5.7 The Seller must within two (2) weeks or as otherwise agreed to in writing by the Buyer: 5.7.1 Repair, replace or make good the Defective Goods; 5.7.2 Re-perform or make good the Defective Services; or 5.7.3 Reimburse the Buyer for any expenses incurred in repairing, re-performing or making good (as the case may be) any Defective Goods or Services; at the Seller's expense. 5.8 Notwithstanding Clause 7.1, the Buyer may withhold payment of all or any part of the price for any Goods and/or Services until such time that the Goods and/or Services have been used in the ordinary operating conditions for which they were purchased and/or installed for a period of three (3) months or until such time that the Buyer is satisfied that the Goods and/or Services are not Defective. Upon the Buyer being satisfied that the Goods and/or Services are not Defective, the amount retained will be paid to the Seller. The Seller may not claim any interest on any Goods throughout the DLP. 5.9 If the Defective Goods are returned or rejected then the Seller shall refund the entire price of the Goods and any GST to the Buyer without limiting any other amount that the Seller may owe to the Buyer because of the Defective Goods or otherwise. 5.10 If the Buyer elects to accept the Defective Goods or Services, the Seller shall pay the Buyer the amount that would be required to repair or such other cost incurred by the Buyer by accepting the Defective Goods or Services but in any case under this Clause 5 no more than the purchase price. 5.11 Delay by the Buyer in acting under Clause 5.6.2 to 5.6.4 shall in no way constitute acceptance under Clause 5.6.1. Title and Risk 6.1 The Seller must take all necessary steps to ensure that any Security Interest registered over any Secured Goods supplied is discharged upon payment of the Price by the Buyer. 6.2 Risk in the Goods passes to the Buyer when the Goods are delivered to the Delivery Address in compliance with Clause 4. 6.3 Nothing in the conduct of the Buyer or the transfer of property in the Goods (including delay that is or is not the fault of the Buyer or of any person who represents the Buyer) alters the incidence of risk under this Clause 6. Price 7.1 The Buyer must pay the Seller the Price for the Goods and/or Services. 7.2 The Price is inclusive of all costs incurred by the Seller in the supply of the Goods and/or performance of the Services, including all charges for packing, insurance and delivery of the Goods and the cost of any items used or supplied in the performance of the Services. 7.3 The Price is inclusive of all taxes and duties, except GST. 7.4 Any increases in price must not be made without the Buyer's prior written consent. 7.5 The Buyer reserves the right to withhold any payments of the purchase price owed to the Seller in accordance with Clause 5.8 and 5.10. GST 8.1 If GST is imposed on any supply made by the Seller under or in connection with this Purchase Order, the Seller may recover from the Buyer, in addition to the Price, an amount equal to the GST payable in respect of that supply. 8.2 The Seller must first provide the Buyer with a valid tax invoice before the Buyer will pay the GST amount to the Seller. Invoicing 9.1 Any invoices received from the Seller in relation to any Goods and/or Services that have been delivered or performed to the Delivery Address without the prior written consent of the Buyer will not be recognised or processed by the Buyer until such time as delivery is accepted. Delivery is taken not to be accepted until the final Delivery Date if the Goods are being stored by the Buyer at its election in accordance with Clause 4. 9.2 All invoices issued by the Seller must be received by the Buyer by no later than the third day of the month following the month in which the Goods are delivered and accepted by the Buyer ("the Invoice Month"). Any invoices received after this period will be processed in the month following the Invoice Month. 9.3 Upon delivery of the Goods and/or completion of the Services, the Seller must provide to the Buyer a valid tax invoice by the due date specified in Clause 9.2, which must include the following information: 9.3.1 A reference to this Purchase Order and the relevant Contract (if any) including the item numbers on the Purchase Order and the Contract number; 9.3.2 A detailed description of the delivered Goods or performed Services, including the date of delivery and/or period of Services in respect of which the invoice relates in the relevant quantity; 9.3.3 An individual reference number for the Buyer to quote with remittance of payment; 9.3.4 The Price relating to the Goods and/or Services, broken down to reflect the same Price components of the Purchase Order; 9.3.5 The amount of any applicable GST; 9.3.6 The Buyer's operation and site; and 9.3.7 The Buyer's contact name. 9.4 If the Buyer requests, the Seller must provide the Buyer with all relevant records to calculate and verify the amounts set out in any tax invoice. 9.5 The Buyer is not obliged to approve any invoice submitted in accordance with this Clause 9 and may withhold approval and/or money due to the Seller under this Purchase Order if the Goods or Services (or any part of them) are Defective. 9.6 Subject to Clause 9.5, the Buyer will pay all tax invoices that comply with Clauses 9.2 and 9.3 within thirty five (35) days of the end of month (as the case may be) except where the Buyer disputes the invoice, in which case: 9.6.1 The Buyer may withhold payment pending resolution of the dispute; and 9.6.2 If the resolution of the dispute determines that the Buyer must pay an amount to the Seller, the Buyer must pay that amount upon resolution of that dispute. Set Off 10.1 The Buyer may reduce or set off any payment due to the Seller under this Purchase Order by any amount which the Seller must pay the Buyer, including costs, charges, damages and expenses and any debts owed by the Seller to the Buyer on any account whatsoever. This does not limit the Buyer's right to recover those amounts in other ways. Warranties 11.1 The Goods and/or Services must be fit for the purpose for which goods of the same kind are commonly supplied and any other purpose made known to the Seller. 11.2 The Goods and/or Services must be of merchantable quality and to be free from defect in material and workmanship; and 11.3 The Goods and/or Services must carry any applicable manufacturer's warranty which passes on to any buyer or customer from the Buyer without liability to the Buyer. The Seller must assign to the Buyer at the request of the Buyer the benefit of any warranty or guarantee that the Seller has received from any supplier (whether under contract or by implication or operation of law). Royalties 12.1 Goods are for the use of or re-sale by the Buyer or its associated entities and may be incorporated in any products (whether owned or used or possessed by the Buyer). 12.2 The Seller must not make any claim for royalties or other additional compensation from the Buyer by reason of or connected with such use, re-sale or manufacture. Cancellations 13.1 The Buyer may cancel this Purchase Order by writing if the full amount of all Goods ordered is not delivered to its premises on or before the Delivery Date specified in this Purchase Order. 13.2 The Seller does not have and may not prosecute any claims whatsoever at law or in equity against the Buyer if the Buyer cancels the Purchase Order under the preceding sub-clause. 13.3 The Seller must, in addition to any other liability, pay the costs of removing the Goods from the Buyer's premises, if the Buyer cancels the Purchase Order under this Clause 13. Other 14.1 The Seller will view the full terms and conditions at http://www.coolairsolutions.com.au/.

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