Supply Terms

Between Wireless Innovation Pty Ltd ABN 6705008053(Supplier) and the Customer identified in the

accompanying Order Confirmation or Invoice.

  1. Supply

1.1 Orders

The Supplier will supply Goods to the Customer (a) subject to this

Agreement.

(b) The Customer may place Orders for Goods by providing a

written request or purchase order to the Supplier (Request).

(c) The Supplier may respond to a Request in writing by supplying

an Order Confirmation to the Customer setting out:

(i) the Goods to be supplied pursuant to the Order;

(ii) the Price for the Order; and

(iii) any other relevant particulars for the processing of the

Order.

(d) The Customer will be taken to have accepted the Order

Confirmation if the Customer:

(i) notifies the Supplier in writing or verbally that the

Customer accepts the Order Confirmation; or

(ii) pays an amount requested on the Order Confirmation to

the Supplier.

(e) The Supplier may by notice to the Customer:

(i) refuse to accept any Request under clause 1.1(b); and

(ii) withdraw, vary or cancel any Order Confirmation prior to

its acceptance by the Customer,

without ascribing any reason and without any liability.

(f) Unless the Supplier provides an Order Confirmation, which is

accepted by the Customer in accordance with this Agreement,

the Supplier is not bound by any Request or Order

Confirmation.

(g) To the extent that any Request is made subject to any terms or

conditions:

(i) any terms or conditions specified in the Order

Confirmation; and

(ii) the provisions of this Agreement,

will prevail over such terms or conditions to the extent of any

inconsistency therewith.

(h) The Supplier is not obliged to provide any additional goods or

services outside the scope of an Order. If the Customer

requests, and the Supplier (at its discretion) agrees to provide,

additional goods or services, the Supplier will be entitled charge

the Customer for such additional goods or services in addition

to the amount payable for the supply of the Goods.

1.2 The Customer’s obligations

The Customer will cooperate reasonably and in good faith with

the Supplier. In order to fulfil this obligation, Customer agrees

without limitation to:

(a) perform in a timely manner any tasks reasonably necessary to

enable the Supplier to provide the Goods;

(b) inform the Supplier of all matters necessary for it to provide the

Goods;

(c) provide the Supplier with directions or instructions at the

Supplier’s request;

(d) provide the Supplier with such access to sites, files and data as

is necessary to safely deliver, and where required install, the

Goods;

(e) provide the Supplier with such licences as are necessary to

provide the Goods;

(f) respond in a timely manner to the Supplier’s inquiries related to

the Goods.

1.3 Variations and Cancellation

(a) Once accepted by the Supplier, the Customer may only vary or

cancel an Order with the Supplier’s written agreement.

(b) The Customer acknowledges that a variation of an Order will be

at the direction of the Supplier may result in a change in price

payable to the Supplier, or in the delivery timetable in respect of

the relevant Order.

(c) If the Supplier discovers an error in any information or material

provided by the Supplier in respect of an Order, including but

not limited to errors with respect to product description, Price or

availability of the Goods, the Supplier may, with notice to the

Customer:

(i) cancel the Order and refund any payment made in

respect of it; or

(ii) vary the Order to correct the error, provided that the

Supplier may not vary the Order without the Customer’s

consent where such variation would be detrimental to

the Customer.

(d) If any Goods the subject of an Order are unavailable despite

the reasonable efforts of the Supplier to procure such Goods,

the Supplier may by notice to the Customer vary or cancel the

Order in respect of such Goods.

(e) If a variation results in a reduction in the Price payable to the

Supplier in respect of any Order, the Supplier may:

(i) refund the difference in Price to the Customer; or

(ii) hold such difference in credit for application against

future Orders by the Customer.

(f) If the Customer requests cancellation of an Order, which

cancellation is accepted by the Supplier, the Supplier may:

(i) charge the Customer a cancellation fee including any

costs incurred by the Supplier in fulfilling the Order prior

to its cancellation;

and:

(ii) refund the balance of any amount paid in respect of the

Order to the Customer; or

(iii) hold such balance in credit for application against future

Orders by the Customer.

  1. Price and Payment

2.1 Quotations

A quote or indication of a price issued by the Supplier is an

invitation to treat, not a contractual offer.

2.2 Invoice

In respect of each Order, the Supplier will invoice the Customer

for Goods and the Customer must pay the amount due on the

invoice within:

(a) the payment terms stated on the invoice; or

(b) if not otherwise specified, 30 days after the date of the invoice.

2.3 Taxes and duties

Customer is responsible for paying all government charges or

duties of any kind incurred in or in connection with the

Supplier’s provision of credit, or the supply of the Goods. Such

charges may include without limitation all stamp duty, GST,

financial institution duties, import duty and any other charges or

duties of a like kind.

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2.4 When payment is deemed to be made

Payment will be deemed to have been made when the Supplier

has received cleared funds in its bank account.

2.5 Set Off

The Supplier (a) may apply any payment received from the

Customer, against:

(i) the Supplier’s costs and disbursements in recovering

any amount due to the Supplier;

(ii) any interest accrued; or

(iii) any amount due to the Supplier.

(b) The Supplier may at any time set off any amount the Customer

owes to the Supplier against any amount the Supplier may then

owe to the Customer.

(c) The Supplier may hold any amount owing to the Customer in

credit to be applied against future Orders placed by the

Customer.

(d) The Customer is not entitled to set-off or withhold any payment

due to the Supplier on account of any amount due or owing by

the Supplier to the Customer.

  1. Delivery

3.1 General

Unless otherwise agreed:

(a) all Goods will be supplied by the Supplier on an ex-works basis

from the location specified by the Supplier (Delivery Point);

(b) Delivery of the Goods will be deemed to have been effective

when the Supplier notifies the Customer that the Goods are

available for collection at the Delivery Point.

(c) the Customer is responsible for arranging collection, insurance,

storage and transportation of the Goods and must bear any

costs associated with the collection, insurance, storage or

transportation of the Goods after Delivery.

3.2 Delivery by the Supplier

Where the Supplier is required to deliver the Goods in respect

of an Order to the Customer:

(a) the Supplier will use its best endeavours to deliver the Goods to

the location nominated by the Customer (Delivery Point) and

at the time agreed between the parties, provided that any

timeframe given by the Supplier in respect of the delivery of the

Goods is indicative only, and not binding on the Supplier unless

the Supplier specifies that it is binding in writing;

(b) unless otherwise agreed:

(i) the Supplier may at its discretion engage delivery

agents or carriers of its own choice to deliver the

Goods; and

(ii) all costs associated with transportation and storage of

the Goods will be borne by the Customer;

(c) Delivery of Goods will be deemed to have been effected when

the Goods arrive at the Delivery Point;

(d) If the Supplier is unable to Deliver the Goods because of:

(i) an act or omission of the Customer or its

representatives or agents including a failure of

Customer to fulfil its Customer obligations under the

Agreement; or

(ii) the Delivery Point being inaccessible or unsuitable for

delivery of the Goods,

then:

(iii) the Goods will be deemed to have been Delivered; and

(iv) the Supplier may store the Goods until actual delivery is

possible and Customer will be liable for all related costs

and expenses associated with storage and redelivery of

the Goods.

(v) If Delivery of the Goods is delayed, other than due to an

act or omission by the Customer or its representatives

or agents, the Supplier:

(1) may notify the Customer of such delay and

provide an amended estimated time for Delivery

of the Goods; and

(2) will bear any additional costs associated with

the transportation and storage of the Goods

occasioned by the delay.

3.3 Inspection, Testing, Training and Installation

(a) Unless otherwise agreed in writing, the Customer is responsible

for any required inspection, testing, installation or training in

respect of the Goods.

(b) If the Customer requests, and the Supplier (at its discretion)

agrees to provide, any such inspection, testing, installation or

training in respect of the Goods, the Supplier will be entitled to

charge for such services in addition to any amount payable for

the supply of the Goods.

(c) If the Customer does not notify the Supplier in writing of any

deficiency or defect in the Goods within 5 Business Days after

their Delivery, the Customer will be deemed to have accepted

such Goods.

(d) Nothing in this clause affects the Customer’s rights for any

alleged failure of a guarantee under the Australian Consumer

Law.

  1. Title and Risk

(a) Risk in Goods will pass to the Customer:

(i) upon Delivery; or

(ii) if clause 0 applies, upon dispatch of the Goods from the

Supplier’s or manufacturer’s location.

(b) Title in all Goods remains with the Supplier until the Customer

makes full payment to the Supplier of all amounts payable to

the Supplier in respect of such Goods.

  1. Security Interest

(a) As security for the payment of any amounts owing to the

Supplier under this Agreement and the performance of the

Customer’s obligations hereunder, the Customer grants to the

Supplier a Security Interest in all goods supplied, sold,

consigned, rented, leased, hired, bailed, or otherwise made

available or provided, to the Customer and all proceeds thereof.

(b) The Customer:

(i) acknowledges this Agreement constitutes a Security

Agreement for the purposes of the PPS Act;

(ii) consents to the Supplier registering its Security Interest

on the PPSR;

(iii) undertakes to execute all documents and do all things

as may be required to give effect to this grant of

Security Interests;

(iv) irrevocably appoints all and any of Provider’s company

secretary and credit manager or other representative as

Customer’s attorney for the purposes of doing all such

acts and things and executing all such documents

necessary to enable Provider to register its Security

Interests; and

(i) agrees to indemnify Provider on an indemnity basis

against all costs and expenses incurred by Provider in

connection with registering its Security Interest

including the preparation and registration of mortgage

and charge documents, and all other costs associated

with perfection and enforcement of such Security

Interest on a full indemnity basis.

(c) In the event that the Customer supplies, sells, consigns, rents,

leases, hires, bails, or otherwise makes available or provides

any part of the Goods to a third party (third party dealing)

before it has made payment in full for the Goods to the

Supplier, the Customer:

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(i) assigns to the Supplier the benefit of any claim against

such third party in respect of such third party dealing;

(ii) holds any proceeds from such third party dealing on

trust for the Supplier; and

(iii) will account fully to the Supplier for the proceeds of

such third party dealing until Customer’s total

indebtedness to the Supplier is discharged.

To the extent the law permits, (d) Provider need not comply with

any of the provisions of the PPS Act which the parties are

permitted to contract out of under s115(1) and 115(7) of the

PPS Act. The parties exclude the operation of s142 and 143 to

the extent permitted by the law.

(e) Customer waives its rights to receive all notices under the PPS

Act that are permitted to be waived under s157(3) of the PPS

Act.

(f) Unless otherwise agreed and to the extent permitted by the

PPS Act, Customer agrees not to disclose information of the

kind referred to in section 275(1) of the PPS Act to an

interested person, or any other person requested by an

interested person. Customer waives any right it may have, or

but for this clause may have had, under section 275(7)(c) of the

PPS Act to authorise the disclosure of such information.

(b) If Provider exercises a right, power or remedy in connection

with the Agreement, that exercise is taken not to be an exercise

of a right, power or remedy under the PPS Act unless Provider

states otherwise at the time of exercise. However, this clause

does not apply to a right, power or remedy which can only be

exercised under the PPS Act.

  1. Credit Reporting

The Customer authorises the Supplier, to the extent permitted

by law, to:

(a) disclose and obtain personal information to and/or from another

credit provider or credit reporting agency including information

relating to the commercial creditworthiness and personal

creditworthiness of the Customer;

(b) use any information obtained for the purposes of assessing the

Customer’s creditworthiness, collecting payments due under

the Agreement and notifying other credit providers of the

commercial credit worthiness of the Customer; and

(c) disclose information about the Customer where it has a duty to

the public to disclose such information, or where otherwise

required by law.

  1. Warranty

(a) To the extent that the Goods are subject to any manufacturer’s

warranty, to the extent possible, the Customer will be entitled to

the benefit of such manufacturer’s warranty.

(b) To the maximum extent permitted by law, the Supplier

(i) makes no representation, warranty, condition or

guarantee as to the Goods or any other goods or

services supplied under this Agreement except as

expressly provided herein; and

(ii) excludes all implied guarantees, conditions and

warranties from this Agreement and the Goods, except

any Non Excludable Conditions.

(c) To the maximum extent permitted by law, the Supplier excludes

all other liability to the Customer for any Loss, including

Consequential Loss, suffered or incurred directly or indirectly by

the Customer in connection with the Agreement or the Goods.

(d) Where the Supplier’s liability cannot be excluded, to the

maximum extent permitted by law, Provider limits its liability for

any breach of any statutory or implied warranty or guarantee to:

(i) in the case of goods:

(1) the re-supply of the goods or payment of the

cost of the re-supply of the goods; or

(2) the replacement or repair of the goods or

payment of the cost of replacement or repair of

the goods; and

(ii) in the case of services:

(1) the re-supply of the relevant services; or

(2) the payment of the cost of such re-supply of the

relevant services.

(e) To the maximum extent permitted by law, the Customer

indemnifies the Supplier and its officers, employees, servants

and agents against all Loss suffered or incurred by the

Customer, however caused, arising wholly or partially, directly

or indirectly, in connection with the Agreement or Customer’s

use of the Goods.

  1. Default

(a) The Customer will be in default of this Agreement if the

Customer:

(i) breaches any provision of this Agreement, and fails to

remedy such breach within 14 days after notice of the

breach is given by the Supplier; or

(ii) fails to pay to the Supplier any amount due and payable

to it on the due date for payment (whether or not

demand for payment has been issued by the Supplier);

or

(iii) becomes subject to an Insolvency Event.

(b) If the Customer fails to pay the Supplier any amount under the

Agreement on the due date for payment, the Supplier may

immediately do any or all of the following, without any liability,

until all overdue amounts are paid:

(i) charge the Customer interest on the overdue amount at

5%pa above the Reserve Bank of Australia Cash Rate

Target prevailing at the due date, calculated from the

due date until the date that payment is received by the

Supplier;

(ii) terminate the Agreement without any obligation to

refund the Customer any money in respect of the

cancellation;

(iii) suspend the supply of any Orders or Goods;

(iv) initiate proceedings against the Customer to recover the

overdue amount and applicable interest (despite any

dispute resolution clause in the Agreement); and

(v) recover all costs in relation to any action taken against

the Customer to recover overdue amounts, including

but not limited to legal costs and outlays on a full

indemnity basis.

(c) In addition to the Supplier’s rights in relation to the Customer’s

failure to pay, the Supplier will have the following rights if the

Customer is in default:

(i) demand immediate payment of all moneys owed by

Customer to Provider whether due for payment or not;

(ii) recover from Customer all Goods it has supplied to the

Customer whether paid for or not;

(iii) re-sell or otherwise dispose of the Goods so recovered

without reference to the Customer and apply the net

proceeds to the Customer’s debt to the Supplier;

(iv) terminate any contract in effect with the Customer

without any obligation to refund Customer any money in

respect of such termination; and

(v) enforce any Security Interests against the Customer.

(d) In order to effect recovery of goods in accordance with this

clause, the servants or agents of the Supplier may:

(i) enter upon the Customer’s premises (or any premises

under the control of the Customer or the Customer’s

agents if the Goods are stored at other premises); and

(ii) use any reasonable force to effect recovery without

liability for trespass or any resulting damage.

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  1. Termination

9.1 When this Agreement may be terminated

The Supplier may terminate this Agreement (a) immediately by

written notice to the Customer if the Customer is in default of

this Agreement.

(b) Either party may terminate this Agreement at any time by giving

4 weeks’ notice to the other party.

9.2 Effect of termination

(a) Termination of this Agreement does not affect the Customer’s

obligation to pay any outstanding amounts in relation to any

Orders or any other amounts owing to the Supplier under this

Agreement.

(b) Upon termination of this Agreement:

(i) any Order that has not been Delivered will be deemed

to be cancelled;

(ii) the Supplier is released from all obligations to deliver

any Orders; and

(iii) the Supplier may apply any credit balance held in

respect of the Customer against any amounts owing by

the Customer to the Supplier or refund the balance to

the Customer.

  1. Disputes

(a) Subject to this clause 10, a party must not bring court

proceedings in respect of any Dispute unless it first complies

with the requirements of the dispute resolution process outlined

in this clause.

(b) This clause 10 does not apply to a dispute about amounts

owing under this Agreement, and does not prevent a party from

seeking urgent interlocutory relief from a court of competent

jurisdiction.

(c) If a party claims that a dispute has arisen under this Agreement,

that party must give the other party a notice (Dispute Notice)

which includes, or is accompanied by, full and detailed

particulars of the Dispute.

(d) The parties must act reasonably and in good faith to resolve the

Dispute. Each party may appoint a representative with authority

to resolve the Dispute on its behalf.

(e) If the parties do not resolve the Dispute within 30 days after a

Dispute Notice is given the Dispute will be submitted for

mediation subject to the following provisions;

(i) the mediation is to be conducted by a mediator

appointed by agreement between the parties, or failing

such agreement a mediator nominated by the then

president of the Queensland Law Society;

(ii) the mediation is to be conducted in accordance with,

and subject to, the rules of the Resolution Institute;

(iii) any documents disclosed by a party in the course of the

mediation may only be used by the other party for the

purpose of negotiation and resolution of the Dispute;

and

(iv) each party must bear its own costs of participation in

the mediation, and the costs of the mediator are to be

shared equally between the parties;

(v) a decision of the mediator or agreement between the

parties is not binging on the parties unless reduced to

writing and signed by the parties.

(vi) The parties must continue to perform their respective

obligations under the Agreement and any other

agreement between the parties.

  1. Interpretation

11.1 Definitions

The following definitions apply in the Agreement:

Agreement means the agreement embodied in this document.

Australian Consumer Law means the Australian Consumer

Law set out in Schedule 2 of the Competition and Consumer

Act 2010 (Cth).

Business Day means a day (other than a Saturday, Sunday or

public holiday) on which banks are open for general banking

business in Brisbane, Queensland, Australia.

Communication means any written communication including a

notice, consent, approval, request and demand under or in

connection with the Agreement.

Consequential Loss means loss of revenue, loss of profits,

loss of anticipated savings or business, pure economic loss,

loss of data, loss of value of equipment (other than the cost of

repair), loss of opportunity or expectation loss, and any other

form of consequential, special, indirect, punitive or exemplary

loss or damages.

Delivery Point means, in respect of Goods the subject of an

Order, the place agreed by the parties for the delivery of the

Goods.

Dispute means any dispute arising between the parties in

connection with the Agreement.

Goods means the goods supplied or to be supplied by the

Supplier to the Customer in accordance with this Agreement.

Insolvency Event means in respect of a party (the Insolvent),

the appointment of an administrator, a receiver or receiver and

manager in respect of the Insolvent, an application to a court or

an order for the winding up of the Insolvent, or where anything

analogous or having a substantially similar effect to any of the

preceding events occurs.

Loss means any costs, expenses, losses, damages, claims,

demands, proceedings, and other liability.

Non-Excludable Condition means any guarantee, condition or

warranty (such as the consumer guarantees implied by the

Australian Consumer Law), which cannot by law be excluded.

Order means an order placed by the Customer with the

Supplier pursuant to clause 1.1.

PPS Act means the Personal Property Securities Act 2009

(Cth).

PPSR means the Personal Property Securities Register.

Price means the amount payable in respect of Goods provided

by the Supplier to the Customer, including all costs, charges

and expenses reasonably and properly incurred by the

Supplier.

Security Interest has the meaning given to that term in section

10 of the PPS Act.

Unforeseen Event means an act of war (whether declared or

not) or terrorism, the mobilisation of armed forces, civil

commotion or riot, natural disaster, industrial action or labour

disturbance, currency restriction, embargo, action or inaction by

a government agency, a failure of a supplier, public utility or

common carrier or computer disruption due to the effects of a

virus or other malicious code.

11.2 Interpretation

Unless the terms and conditions of the Agreement explicitly

state otherwise, the Agreement will be interpreted as follows:

(a) a reference to a party includes that party’s permitted assigns,

administrators, successors, executors, legal representatives

and any novated party;

(b) any reference to a trustee includes any substituted or additional

trustee;

(c) “including”, “includes” or any derivation of those words does not

limit the matter in question to the things specifically mentioned

in the applicable context;

(d) where a term is defined, other grammatical forms of that term

will be taken to have the same meaning;

(e) headings are for convenience and will not affect interpretation;

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words in the singular will be taken to include the (f) plural and also

the opposite;

(g) reference to any monetary amount or “$” means to that amount

in Australian dollars exclusive of GST;

(h) a reference to a document will be to that document as updated,

varied or amended;

(i) a document referenced by the Agreement will not take

precedence over the referencing document;

(j) when any kind of legislative instrument is referenced, the

reference will be taken to be that instrument as updated or

substituted for by the legislative body in any way;

(k) a reference to a party’s conduct includes omissions as well as

acts; and

(l) if a party is described as having discretion in a matter, the

discretion in that matter will be interpreted as sole and absolute.

  1. General

12.1 Amendment

(a) The Customer may not amend this Agreement except with the

written consent of the Supplier.

(b) The Supplier may amend this Agreement by giving notice to the

Customer, provided that if the Customer does not accept the

proposed amendment to this Agreement, the Customer may

terminate the Agreement immediately by giving notice to the

Supplier.

12.2 Communications

(a) Communications under this Agreement must be in writing.

(b) Either party may serve any Communication on the other party

by sending it to that party’s email address. A Communication by

email will be taken to have been received by the addressee 24

hours after the email was sent, unless the party sending the

email knows or reasonably ought to suspect that the email was

not delivered to the addressee’s domain specified in the email

address.

(c) Any communication that is delivered after 4:00pm at the local

time of the recipient, or on a day that is not a Business Day, will

be deemed to have been delivered at 9:00am (local time) on

the next Business Day.

12.3 Entire Agreement

(a) The Agreement and any other document incorporated by

reference constitute the entire legal agreement between the

parties and supersedes all prior representations, negotiations

and agreements in relation to its subject matter. The parties

agree that they have not relied on any representation or

statements outside the terms of the Agreement.

(b) To the extent that this Agreement is inconsistent with any other

agreement between the parties, this Agreement prevails to the

extent of the inconsistency.

12.4 Relationship of parties

(a) The relationship of the parties under the Agreement is that of

independent contractor and principal. Nothing in this Agreement

forms a joint venture, partnership or agency, or create any form

of employment relationship between the parties.

(b) No act or omission of either party is to bind the other party

except as expressly set out in the Agreement.

12.5 Governing law

(a) The laws of Queensland, Australia, govern this Agreement.

(b) The parties hereby submit to the non-exclusive jurisdiction of

courts with jurisdiction in Queensland, Australia.

12.6 Assignment

The Customer may not assign, novate or otherwise transfer any

of its rights or obligations under the Agreement without the prior

written consent of the Supplier. The Supplier may assign,

novate or otherwise transfer any of its rights or obligations

under any contract arising from the Agreement to a third party

without notice to, or the prior consent of, the Customer, but if

the Supplier requires, the Customer must sign any documents

to give effect to an assignment, novation or transfer by the

Supplier under this clause.

12.7 Unforeseen Events

(a) The obligations of the Supplier under the Agreement are

suspended to the extent that an Unforeseen Event affects them,

as long as the Unforeseen Event continues. However, if an

Unforeseen Event continues for more than 40 Business Days,

the Supplier may terminate this Agreement by giving not less

than 10 Business Days’ notice in writing to the Customer.

(b) The occurrence of an Unforeseen Event does not suspend the

obligation of the Customer to pay any money under the

Agreement.

(c) A party claiming an Unforeseen Event must use their best

endeavours to remove, overcome or minimise the effects of that

Unforeseen Event as quickly as possible.

12.8 Time is of the essence

Time is of the essence for the performance of the Customer’s

obligations under this Agreement.

12.9 Further assurances

The parties agree to do everything required to give full effect to

the Agreement.

12.10 Counterparts

The documents constituting the Agreement may be executed in

a multiple counterparts. The counterparts will be read as one

legal document.

12.11 Waiver

No right or obligation under the Agreement will be waived

unless the waiver is explicitly waived in writing.

12.12 Severance

Any unenforceable or invalid term of the Agreement will only be

severed to the extent of the unenforceability or invalidity without

affecting any other term in the Agreement.

12.13 Binding on successors

The Agreement is binding on each party’s successors and

permitted assigns.

12.14 Agreement expenses

Each party will bear their own expenses in preparing this

Agreement.