Gorski Engineering Terms & Condition of Sales

CONDITIONS OF SALE OF GOODS & SERVICES

1. DEFINITIONS In this Agreement, the following definitions apply:

(a) Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth); (b) Conditions means these Conditions of Sale of Goods & Services as apply to any Order between the Customer and Gorski. (c) Customer means any person, firm, corporation, trust, partnership, government, semigovernment or local government department or authority, its successors, assignees, trustees, administrators or liquidators, to whom or to which Goods or Services are sold by Gorski. (d) Claim means a claim notice, demand, action, proceeding, litigation, investigation, judgment, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a party to this Agreement or third party. (e) Force Majeure includes strike, industrial dispute, raw material shortage, supplier issue, COVID-19 related government-imposed restrictions, pandemic, epidemic, natural disaster, collision, accident, contamination or radiation, crime, civil unrest, act of terrorism, embargo, government sanction, war or event outside the control of the Company. (f) Goods means the products, materials, supplies, equipment and other goods the subject of an Order and, if applicable, forming part of the Services, including but not limited to truck bodies, trailers and spare parts. (g) Gorski means Gorski Engineering Pty Ltd ACN 104 338 169 as trustee for the Gorski Engineering Trust ABN 48 101 665 246, Tip Trailers R Us Pty Ltd ACN 117 690 481 or substituted related companies and where applicable any subsidiaries and related companies as defined in the Corporations Act 2001 (Cth) and their servants and agents. (h) Invoice means any tax invoice provided to the Customer by Gorski in relation to an Order or in respect of any Goods or Services in accordance with Gorski’s systems. (i) Manufacturer means Gorski Engineering Pty Ltd ACN 104 338 169 as trustee for the Gorski Engineering Trust ABN 48 101 665 246 and Tip Trailers R Us Pty Ltd ACN 117 690 481. (j) Order means an order from the Customer to Gorski in respect of the Quotation, including but not limited to the purchase of new Goods, the purchase and installation spare parts and / or the repair of Goods, from Gorski, including any drawings and specifications agreed between the Customer and Gorski in relation to such order. (k) PPSA means the Personal Properties Securities Act 2009 (Cth). (l) Property means any property the Customer provides to Gorski for alteration or repair in respect of the Goods or Services, including but not limited to any vehicles and/or parts manufactured or built by a third party. (m) Quotation means the formal quote provided to the Customer by Gorski for all Goods and/or Services forming an Order, as annexed to these Conditions. (n) Services means such services provided by the Supplier and the Manufacturer to the Customer at any time including but not limited to repairs of Property and services in relation to the Goods including quotations, reviewing plans, design works, preparation and installation of the Goods, sale of the Goods, reports relating to the Goods, delivery of the Goods or other related direct or indirect services. (o) Supplier means Gorski Engineering Pty Ltd ACN 104 338 169 as trustee for the Gorski Engineering Trust ABN 48 101 665 246.

2. APPLICATION Until such time as Gorski notifies the Customer of replacement Conditions, these Conditions shall form part of any contract for the sale of Goods or Services by Gorski to the Customer, except as varied by written agreement between Gorski and the Customer. Any direction by the Customer either verbal, written or by action to procure Goods or Services from Gorski shall be deemed acceptance of these Conditions by the Customer, despite any provisions to the contrary in the direction or any Order issued by the Customer.

3. QUOTATIONS Any Quotation must be accepted by the Customer in writing prior to Gorski providing Goods or Services to the Customer or doing any thing or things incidental to the provision of such Goods or Services. A Quotation may be withdrawn or varied by Gorski at any time prior to written acceptance by the Customer of the Quotation, and ceases to have any effect after 14 days from the date of the Quotation unless extended in writing by Gorski. Prices quoted are subject to variation in accordance with clause 4.

4. PRICES 4.1 The price of Goods and/or Services specified on the Quotation is firm and cannot be varied except in writing between the Customer and Gorski, prior to Goods and/or Services being provided to the Customer. 4.2 Unless otherwise stated, all rates, charges and/or prices are quoted exclusive of GST, duty, taxes or any other statutory charges or fees payable in connection with the provision of Goods.

5. TERMS OF PAYMENT 5.1 Unless other terms of payment are expressly provided for in writing by Gorski, the Customer must pay all Invoices due and owing to Gorski not less than 48 hours prior to delivery of the Goods and/or Property in accordance with clause 8. Failing to pay an Invoice within this timeframe will constitute an event of default by the Customer (“Payment Default”). 5.2 In the event an Invoice is issued by Gorski after delivery is effected in accordance with clause 8, the Customer must pay such Invoice within 14 days from the date of issue of an Invoice unless alternative terms of payment are expressly provided for in writing by Gorski or unless otherwise stipulated in these Conditions. Failing to pay an Invoice within 14 days of the issue date of Invoice constitutes a Payment Default by the Customer and such amount shall immediately become a debt due. 5.3 The due date for payment shall not be postponed on account of damage, non-delivery or additions, alterations, minor omissions or defects to, from or in the Goods which do not substantially affect the commercial use of the Goods or the Property. Payments must be made without any setoffs, counter-claim or deduction. Gorski reserves the right to suspend any collection or delivery for nonpayment of a Customer account or a Customer reaching its credit limit (if applicable). 5.4 All outstanding Invoices become immediately due and payable in the event of a Payment Default by the Customer of any Invoice or account, regardless of whether or not any Invoice may not otherwise have become due for payment. 5.5 Any amount that remains unpaid after 30 days from the issue date of the Invoice shall incur interest at a rate of 1.5% per month. Interest will be calculated on all outstanding amounts from the issue date of the Invoice. 5.6 Any unpaid amounts that may from time to time be overdue to Gorski and any interest charged is recoverable by Gorski from the Customer as a liquidated debt. 5.7 In the event of a Payment Default by the Customer, the Customer will be liable for all losses, liabilities, costs and expenses (including but not limited to debt recovery and legal expenses) on a full indemnity basis or on a solicitor and own client basis whichever is the higher, incurred by Gorski seeking to recover the default amount, the Customer hereby charges its interest in any and all land registered in its name as security for payment of monies it owes Gorski. 5.8 Gorski may at any time, without notice, terminate or suspend the Customer’s right to receive Goods or Services from Gorski on credit and is not liable for any damages, costs, penalties or charges incurred by the Customer as a result of the nonsupply of Goods or Services by Gorski. Gorski may at its sole discretion allocate money provided to it in respect of any monies owing by the Customer to Gorski.

6. DEPOSIT 6.1 Upon acceptance of these Conditions and the Quotation by the Customer, the Customer must pay to Gorski a deposit of 10% of the Quotation or such other amount as directed in writing by Gorski. Payment of the deposit by the Customer shall be deemed acceptance of these Conditions and the Quotation. The Deposit must be paid to Gorski prior to Gorski commencing works to provide Goods or Services to the Customer, or doing any thing or things incidental to the provision of such Goods or Services, in relation to the Order. 6.2 Any deposit paid by the Customer to Gorski is non-refundable under any and all circumstances.

7. CREDIT HISTORY 7.1 The Customer hereby gives Gorski authority to make enquiries as to the credit and financial responsibilities of the Customer and/or, if the Customer is a company, the Customer’s directors and/or shareholders in order to suitably qualify the Customer’s capacity to incur debt and repay any amounts to Gorski. These enquiries shall include but not be limited to obtaining reports from credit reporting agencies and references from current and/or past providers of credit to the Customer. 7.2 In accordance with section 18E(8)(c) of the Privacy Act 1988 (Cth), the Customer acknowledge that Gorski has informed the Customer that certain items of personal information about the Customer contained in/or relating to the Customer’s Application for Credit, and permitted to be kept on a credit information file, might be disclosed to a credit reporting agency. Furthermore, the Customer agrees, in accordance with s18H(3), s18K(1)(b), s.18K(1)(c), s18K(1)(h) and s18N(1)(b) of the Privacy Act 1988 (Cth) that use by Gorski of the relevant information referred to in those sections may occur for the purpose of assessing the Customer’s credit application.

8. COLLECTION AND INSPECTION 8.1 Collection shall be deemed to occur when the Customer is notified by Gorski that the Goods or Property are ready for collection at Gorski’s premises and the Customer attends Gorski’s site to collect the Goods or Property within 48 hours of such notification (unless contrary delivery terms are agreed by Gorski in writing prior to delivery/collection), failing which collection is not deemed to have occurred and Gorski shall hold not responsibility or liability for such delay. Unless expressly agreed otherwise by Gorski in prior writing, collection shall be delayed in the event the Customer fails to make payment in accordance with clause 5.1 and in the event the Order relates to the Purchase of new Goods, such delay shall continue until such time as Gorski is able to register the vehicle forming the Goods with the relevant authorities. 8.2 The Customer shall inspect all Goods and Property upon collection and shall within seven days of collection give notice to Gorski of any matter or thing by which the Customer alleges that the Goods or Services are not in accordance with the Customer’s Order or any specifications and plans agreed between the Customer and Gorski. The parties shall work together in good faith to resolve any complaints or grievances. 8.3 In the event the Customer fails to give notice under clause 8.2, subject to any non-excludable conditions implied by law, the Goods or Property shall be deemed to have been delivered to and accepted by the Customer in such condition as provided in testing and reports conducted by or at the direction of Gorski immediately prior to collection. This clause is accepted as fair and equitable by the Customer and shall be relied on by Gorski in the event of any dispute. 8.4 Upon collection of the Goods and/or Property from Gorski’s premises or delivery to a location agreed in writing between the parties, the Customer or a representative of the Customer is required to produce to Gorski a proof of identity and provide a signature for all Goods and Property released to them by Gorski. 8.5 Any collection times quoted by Gorski, in writing or otherwise, are to be treated as estimates only, not involving any contractual obligation, unless Gorski has specifically agreed in writing to negate this clause 8.5 and to give contractually binding commitment that dispatch or collection will be within a specified time or on or by a specified date. 8.6 Any contractually binding commitment by Gorski to enable collection on or by a specific date is subject to the provisions of this Agreement, any third party delays and also subject to Gorski not being delayed by instructions or lack of instructions from the Customer. The collection times quoted by Gorski to the Customer shall be increased by the duration of any event of Force Majeure and by the period or periods of any such delay and any consequences of the delay. 8.7 Gorski may make available for collection and invoice any Goods or Services either as a whole or progressively (as appropriate) and effect delivery at any time within the period advised by it for delivery of the Goods or Property. If the Customer requests or causes Gorski to delay collection or fails to give Gorski adequate delivery instructions, Gorski may invoice the Customer and store any Goods or Property at the Customer’s expense. 8.8 If Gorski is unable by reason of any cause beyond its reasonable control to deliver the Goods or Property (if agreed in writing for delivery to be organised by Gorski), or if the Customer fails to collect the Goods or Property from the collection point, then Gorski may: (a) arrange on the Customer’s behalf storage of the Goods at the Customer’s risk and expense; or (b) after 7 days, sell the Goods at the best price readily obtainable and recover from the Customer any shortfall between the Quotation price and the price obtained.

9. RISK & INSURANCE 9.1 Insurance cover is the responsibility of the Customer and all Goods will be at Customer’s risk from the point of collection as defined in clause 8.1. Gorski will not be responsible for any loss or damage occurring after the time of delivery or deemed delivery and will only arrange insurance upon written instructions from the Customer and at the cost of the Customer. 9.2 The Customer is responsible for obtaining and maintaining insurance over their Property at all times. Gorski will not be responsible for any loss or damage occurring to the Property whilst in the possession of Gorski except such loss or damage resulting from any negligent or wilful act or omission of Gorski. 9.3 Gorski confirms that: a. it has all material insurance policies on its entire fleet of trucks, vehicles and parts, including but not limited to Industrial Special Risks, Commercial Motor Vehicle and Public Liability. Gorski reasonably believes these are adequate for the operation of its Business, and; b. all such insurance policies are in full force and effect, and no notice of cancellation has been received by Gorski with respect to any insurance policy which has not been cured by the payment of premiums that are due, except where such failure to cure has not had, and would not reasonably be expected to have a material adverse effect; and; c. all premiums due on the insurance policies have been paid in a timely manner and Gorski has complied in all material respects with the terms and provisions of the insurance policies. 9.4 The Customer shall at its own expense take out and keep current at all times the appropriate independent insurance policies to cover the Property whilst not in their control which: a. cover the Property for their full value against any loss or damage sustained to the property while stored at premises otherwise than at their principal storage address; b. cover the Property in their totality during the period and for the Work or Services provided by Gorski; and including the period of standby or holding at Gorski premises prior to any work commencing and or once completed and awaiting collection. c. permit or authorise Gorski to communicate directly with the insurer in the unlikely event Gorski’s insurer rejects a claim in connection with the Property 9.5 The Customer shall provide Gorski with a copy of the certificate of currency for the insurance policies prior to Gorski commencing the Services.

10. RETENTION OF TITLE, CHARGE & SECURITY 10.1 The Goods shall remain the sole and absolute property of Gorski as legal and equitable owner, and the property in and title to the Goods shall not pass from Gorski to the Customer until the Customer has paid Gorski in full for the Goods and for all other goods and Services supplied by Gorski. 10.2 Until title and property in the Goods passes, the Customer holds the Goods as bailee in the capacity of a fiduciary for Gorski, and must mark the Goods or store them separately and keep all necessary records, so that the Goods can at all times be clearly identified and distinguished as the property of Gorski. 10.3 If the Goods in any way become attached to or a part of another object, including the Customer’s Property, before the Customer has paid Gorski in full for the Goods and for all other goods supplied by Gorski, property in so much of the object as is comprised by the Goods shall remain with Gorski and shall not pass to the Customer until the Goods and all other goods and Services supplied by Gorski have been paid for in full. Until Gorski is paid in full for the Goods and all other goods and Services supplied by Gorski the Customer holds any objects to which the Goods are attached or of which the Goods form a constituent part as bailee in the capacity of a fiduciary for Gorski and shall store such objects separately so as to be readily identifiable. 10.4 If the Goods (or any objects to which the Goods are attached or of which the Goods form a constituent part) are on sold by the Customer to a third party prior to payment by the Customer in full for the Goods and all other goods and Services supplied by Gorski, the Customer does so as agent for Gorski and the Customer unconditionally agrees to keep the proceeds of such on sale in a separate bank account on trust for Gorski and, at Gorski’s request, to assign to Gorski any debt owed to the Customer in respect of the on sale, until Gorski has been paid in full for the Goods and for all other goods and Services supplied by Gorski. Notwithstanding this clause, the Customer shall not represent to any third parties that it is in any way acting for Gorski and Gorski will not be bound by any contracts with third parties to which the Customer is a party. 10.5 If any payment by the Customer to Gorski is overdue, in whole or in part, or the Customer is otherwise in default under any contract with Gorski, or the Customer shall become bankrupt or commit any act of bankruptcy or compound with its creditors or have judgment entered against it in any court or, being a company, have a provisional liquidator, receiver or manager appointed or enters into any other form of insolvency administration, all sums then owing by the Customer to Gorski in respect of the Goods or Services or in respect of other goods supplied by Gorski shall become immediately due and payable and Gorski may (without prejudice to any of its other rights) recover and resell the Goods and any other goods supplied by Gorski and may, for that purpose, enter upon the Customer’s premises by its servants or agents, and Gorski is irrevocably authorised to effect such entry, including the use of such reasonable force as is necessary to effect such entry, and to use the name of the Customer and to act on behalf of the Customer, if necessary, to recover possession of the Goods and any other goods supplied by Gorski and to detach the Goods and any such other goods from any other object to which the Goods have been attached or of which the Goods form a constituent part. 10.6 Gorski is entitled to register its security interest in this Clause 10 under the PPSA. The Customer agrees to do all acts and things to assist in such registration. The Customer shall reimburse Gorski for all costs, and expenses incurred in registering its security interest under the PPSA. The Customer acknowledges and agrees, to the extent permitted by law, to waive each right to receive a notice which section 144 or 157(3) of the PPSA permits and to contract to exclude the operation of sections 95, 121(4), 130, 132(3)(d), 135 and 143 of the PPSA. 10.7 Gorski and the Customer each agree to keep all information of the type contemplated by section 275(1) of the PPSA strictly confidential unless the other party provides prior written consent to the disclosure or disclosure is required by law.

11. AMENDMENT & CANCELLATION The Customer shall not, after acceptance of the Quotation, cancel or amend the Order in any way without the written approval of Gorski. Gorski may, on consenting to an amendment, revise its price and delivery schedule and amend the terms and conditions to reflect such change. In the event of an amendment or cancellation by the Customer, the Customer shall reimburse Gorski for all costs and expenses already incurred by Gorski or for which Gorski has or will become liable, and for any additional costs and expenses resulting from the amendment or cancellation.

12. RETURNS 12.1 Any return of Goods must first be approved by Gorski in writing and requested by the Customer within 14 days of collection, unless otherwise required by the Australian Consumer Law. Gorski reserves the right to reject a return request of the Customer where the Goods were manufactured or modified to the Customer’s specifications other than in situations where Gorski is required to accept a return of such Goods under Australian Consumer Law. 12.2 In the event Gorski accepts a return, other than as required by the Australian Consumer Law, Gorski shall issue the Customer with a credit note for 75% of all Invoices issued by Gorski in respect of the Order (inclusive of GST) less any Invoices that remain unpaid. The Customer acknowledges and accepts that Gorski shall retain from the amount paid by the Customer 25% of all Invoices issued by Gorski (inclusive of GST) as a restocking fee. 12.3 Any returned Goods must be in good, saleable condition and not substantially differ from the condition in which such Goods were provided to the Customer. 12.4 The transport of Goods of any authorised return shall be at the cost of the Customer. 12.5 Gorski reserves the right to retain any deposit paid in accordance with clause 6 of these Conditions.

13. DEFAULT If the Customer makes default in payment or fails to carry out any part of this Agreement or shall become bankrupt or commit any act of bankruptcy or compound with its creditors or have judgment entered against it in any court or, being a company, have a provisional liquidator, receiver or manager appointed or enter into any other form of insolvency administration, Gorski may at its option and without prejudice to any of its rights and remedies under this Agreement, suspend or terminate this Agreement or require payment in cash before or on delivery notwithstanding any other terms of payment specified in the contract. If Gorski terminates this Agreement pursuant to this clause, all amounts payable for work performed up to the date of termination, whether or not otherwise then due for payment, will become immediately due and payable. Gorski will not be liable to the Customer for any loss or damage the Customer suffers because Gorski has exercised its rights under this clause.

14. WARRANTIES 14.1 New Goods (a) If within a period of 12 months from the date of delivery (“warranty period”) any new Goods sold by Gorski (other than purchased equipment as referred to in clause 14.4) are found to be defective in materials or workmanship, or do not conform to any applicable drawings and specifications approved in writing by Gorski, then Gorski will, at its option and in its unfettered discretion or as otherwise dictated by legislation, either repair or provide replacement parts or Goods provided that: (i) the Customer has given written notice to Gorski of any alleged defect within the warranty period; (ii) the Customer has provided Gorski a reasonable opportunity to perform all appropriate tests on the Goods; and (iii) the defective Goods are promptly returned to a designated Gorski service centre and if no service centre is designated then 195 Hume Highway, Somerton Victoria 3062. Any defective Goods replaced will become Gorski property and the repaired or new Goods will be delivered to the Customer’s site at no cost to the Customer. (b) Any costs of transporting the Goods or Property containing the defect parts or Goods to a Gorski service centre are to be borne by the Customer in full. (c) In the event the Goods cannot reasonably be repaired or replaced in accordance with clause 14.1(a), including if the Goods cannot reasonably be transported to a Gorski service centre, and Gorski provides prior written agreement, the Customer may attend a third-party service centre for repair of the Goods at cost to Gorski on the following terms: (i) the defective or nonconforming works on the Goods must be deemed minor by Gorski in their absolute discretion; (ii) the Customer seeks a written and final quote from a qualified and reputable mechanic reasonably believed to be able to rectify the defective or nonconforming works on the Goods; and (iii) Gorski provides written consent to the Customer to proceed in seeking the repairs from the mechanic who provided the written quote referred to in (ii) above is accepted in full by Gorski and the mechanic conforms to the repairs undertaken in the written quote. (d) In the event Gorski do not consent or agree to the Customer attending a third-party service centre for repair of the Goods at cost to Gorski pursuant to clause 14.1(c), the parties must work together in good faith to seek a resolution to the repair works, including but not limited to seeking to agree to an alternative third-party repair service or making arrangements for the transport of the Goods to a Gorski service centre. If no agreement can be reached between Gorski and the Customer, the dispute resolution processes in clause 19 shall apply. 14.2 Repaired Goods The warranty period shall by 12 months from the date of delivery for Services to repair Gorski manufactured Property, excluding rubber lining, and shall only apply to Goods or parts of Property repaired or replaced by Gorski. No separate warranty shall apply to repaired Property as a whole or to parts not repaired or replaced by Gorski. 14.3 Exceptions The warranties given by Gorski in clauses 14.1 and 14.2 above do not cover: (a) Fair “wear and tear”, or failures or damage not reported to Gorski within the warranty period; (b) Failures or damage due to misapplication, misuse, neglect, abuse, improper installation or abnormal conditions of operation; (c) Failures or damage due to operation, either intentional or otherwise, above or below rated capacities or in an otherwise improper manner; (d) Failures or damage resulting from Goods which have been in any way tampered with or altered by anyone other than an authorised representative of Gorski; (e) Goods damaged in transit without fault on the part of Gorski; (f) Failure or damage due to improper storage; (g) Failure or damage resulting from the incorporation of, or failure of, non-Gorski manufactured or supplied parts in the Goods; and/or (h) Failure or damage resulting from the incorporation of, or failure of, non-Gorski manufactured or supplied parts in any Property to which the Goods are attached or incorporated, whether by Gorski or otherwise. 14.4 Purchased Equipment Gorski does not warrant any equipment or other goods (including but not limited to motors) of other manufacturers designated by the Customer or purchased by Gorski for resale to the Customer either separately or as a part of or operating in conjunction with equipment or other goods manufactured by Gorski (“Purchased Equipment”). Gorski shall not be responsible or liable for the quality or suitability of Purchased Equipment, any failure of Purchased Equipment to operate properly in conjunction with Goods supplied by Gorski or any failure of Gorski supplied Goods caused by Purchased Equipment. Purchased Equipment is the sole responsibility of the Customer and the Customer must rely on the warranty provided by the relevant Purchased Equipment manufacturer. 14.5 Supply of Services When Gorski supplies Services to the Customer including equipment selection, design (as part of design and manufacture), detail, supervision and management, Gorski shall exercise due care and skill in undertaking such Services. If within a period of 6 months from the date the relevant Service was carried out, any Services provided by Gorski are found to be defective or not to conform to applicable specifications approved by Gorski in writing, Gorski will at its option resupply those Services provided that the Customer has given written notice to Gorski of any alleged defect within the warranty period. 14.6 Limitation of Liability (a) Subject to clause 14.6(b), Gorski’s total liability under this Agreement shall in no event exceed the total price of the Goods and/or Services supplied to the Customer and/or limited to $10,000. (b) If any term, condition, guarantee or warranty is implied into this Agreement by law, including the Australian Consumer Law, which cannot be excluded or modified, then the term, condition, guarantee or warranty shall be deemed to be included in this Agreement, and the exceptions and limitations in clauses 14.1 to 14.4 do not apply to such term, condition, warranty or guarantee, provided that Gorski’s liability for a breach of or failure to comply with any such term, condition, warranty, or guarantee (other than a guarantee under sections 51, 52 or 53 of the Australian Consumer Law) including any consequential loss which the Customer may sustain, shall be limited, at the option of Gorski, to either replacing or repairing the Goods or, in the case of Services, to supplying the Services again. (c) Subject to clause 14.6(b): (i) All conditions, warranties, terms, undertakings, representations, guarantees and obligations, not expressly set out in this Agreement, whether arising under statute, common law, equity, custom, trade usage or otherwise (including without limitation, any implied condition, warranty, term, representation or guarantee as to the correspondence of the Goods or Services with any contract description or as to merchantable quality, fitness for any purpose or safety of the Goods or Services, or operating performance where such performance is conditional on empirical factors or on the whole installation or on the individual or overall operation or on the skills of an operator), whether made known or not and any liability of Gorski to compensate or indemnify any person or persons in respect of the foregoing, are expressly negatived and excluded; (ii) In no event shall Gorski be liable for any special, indirect, consequential, incidental or punitive losses or damages whether in contract, tort (including without limitation negligence), equity, under statute or on any other basis, and whether or not such loss or damage was foreseeable. The term "consequential damages" in these Conditions shall include, but not be limited to, economic loss including loss of actual or anticipated profit, business interruption, loss of use, revenue, reputation and/or data, lost production, increased cost of working and liabilities of the Customer to its customers or third parties.

15. INDEMNITIES Subject to clause 14, the Customer indemnifies, and keeps indemnified, and holds Gorski harmless from and against all liabilities, losses, damages, costs or expenses incurred or suffered by Gorski and from and against all actions, proceedings, claims or demands made or threatened against Gorski, arising in either case as a result of: (a) the Customer’s failure to comply with any laws, rules, standards, policies or regulations applicable in relation to the Goods or Services or the use of the Goods or Services; (b) any use of the Goods or Services contrary to any instructions or warnings given by Gorski; (c) any other negligence or any breach of duty by the Customer; (d) any compliance or adherence by Gorski with any instructions given by the Customer in relation to the Goods or Services or their manner of preparation or delivery; or (e) any failures resulting from the incorporation of, or failure of, non- Gorski manufactured or supplied parts in the Goods.

16. DRAWINGS AND SPECIFICATIONS 16.1 All descriptions, specifications, drawings and particulars of weights, dimensions and all other measurements attached to or submitted to the Customer with a Quotation or otherwise are approximate only and the descriptions and illustrations contained in the catalogues, pricelists and other advertisement matter of Gorski are intended merely to present a general idea of the Goods or the Services described therein, and none of these shall form part of any agreement between Gorski and the Customer. 16.2 Only such descriptions, specifications, drawings and particulars of weights, dimensions and all other measurements as are specifically agreed by Gorski in writing to form part of this Agreement shall do so. The designs and information concerning the Goods or the Services and as contained on any drawings which are supplied must not be disclosed to a third party without Gorski’s prior written consent.

17. INTELLECTUAL PROPERTY RIGHTS 17.1 Gorski retains ownership of the copyright and all other intellectual property rights in all drawings, designs, manuals and other documents and materials provided to the Customer in connection with the Goods and/or Services. The Customer may only use such documents and materials for its own internal business purposes and to the extent necessary for it to enjoy the benefit of the Goods and/or Services, and may not disclose any of them to any third party without the prior written consent of Gorski, which may be granted or withheld in the absolute discretion of Gorski. 17.2 The Customer shall keep confidential all information contained in all drawings, manuals and other documents and materials provided by Gorski to the Customer in connection with the Goods and/or Services, except to the extent that such information is in or comes into the public domain otherwise than through any act or omission of the Customer. It must only disclose such information to its employees, directors and advisers on a need-toknow basis. 17.3 Where and to the extent that the Goods or the Services ordered have been designed by the Customer, the Customer is liable for and agrees to indemnify Gorski against any and all costs, expenses, liabilities and losses suffered or incurred by Gorski arising from any claims of infringement or alleged infringement of any third party’s intellectual property rights. 17.4 Where the Goods or the Services supplied are designed by Gorski and are found by a Court to have breached a third party’s intellectual property rights, Gorski shall have the right to do such things as are necessary to remedy that breach.

18. PRIVACY AND DATA USE 18.1 Gorski may collect Personal Information about the Customer’s representatives, clients or others when Gorski provides the Goods or Services to the Customer. If so, the Customer agrees to work with Gorski to ensure that both parties meet any obligations they may each have under the Privacy Act 1988 (Cth) (‘Privacy Act’) including, where relevant, notifying the individual to whom the Personal Information relates of who Gorski is and how Gorski propose to use their information. Where the Customer provides Gorski with any Personal Information, the Customer confirms that this Personal Information has been collected in accordance with the Privacy Act, that Customer is entitled to provide this Personal Information to Gorski and that Gorski may use and disclose this Personal Information for purposes agreed by both parties. Gorski confirms that it will handle Personal Information in accordance with the Privacy Act and Gorski’s privacy policy. 18.2 In the event that the Customer elects Gorski provide the Customer with particular notification services, Gorski may be required to pass on particular Personal Information to third parties for the purposes of providing these services to the Customer. In each such circumstance, Gorski will notify the Customer in advance and work with the Customer to ensure Personal Information is only provided to third parties to the extent necessary for such notification services. Gorski will ensure that each such third party will be bound by the Privacy Act with respect to any act done or practice engaged in by such third party in the same way and to the same extent as Gorski would have been bound had it been directly done or engaged in by Gorski. 18.3 In this clause “Personal Information” means information or an opinion, whether true or not, about an identified individual, or an individual who is reasonably identifiable, as defined in the Privacy Act.

19. DISPUTE RESOLUTION 19.1 If any dispute arises between the Customer and Gorski in relation to or in connection with a sale or supply of Goods or Services by Gorski to the Customer, they will use their best endeavours to resolve that dispute in a spirit of good faith and on a commercially realistic basis by mutual negotiation or by mediation prior to commencing litigation Page 7 of 7 proceedings. 19.2 Any mediator shall be an independent person chosen by the parties or, at their request, nominated by the Victorian Bar Mediation Centre. Each party shall bear its own costs. Any mediation shall take place in Melbourne. The costs of the mediator shall be borne by the parties equally. 19.3 If any dispute, controversy or claim has not been resolved within 30 days after written notice from one party to the other giving details of the dispute, controversy or claim, each party will be entitled to seek relief from an appropriate court. 19.4 This clause 19 does not prevent either party from seeking or obtaining from a court any injunctive or other interlocutory relief which it may urgently require.

20. GENERAL 20.1 Non-Wavier The fact that Gorski fails to do, or delays in doing, something it is entitled to do under this Agreement, does not amount to a waiver of any right or remedy with respect to any existing or subsequent breach or default. 20.2 Severability If any provision of this Agreement part is void, voidable, illegal or unenforceable it shall be severed from this Agreement but without in any way affecting the effectiveness, validity, legality or enforceability of the remaining provisions of this Agreement. 20.3 Force Majeure Gorski shall not be considered in default or liable if there is any failure to perform or delay in performing any of its obligations under this Agreement, to the extent that such failure or delay is due to an event of Force Majeure, but Gorski shall use all reasonable endeavours to cure such event (if curable) and to comply with its obligations under this Agreement, and as soon as any such event ceases to affect the performance of its obligations under this Agreement Gorski shall use all reasonable endeavours to resume compliance with such obligations. 20.4 Governing Law This Agreement is deemed to have been entered into in the State of Victoria. Any legal action arising out of, or in respect of the contract and/or the interpretation thereof must be brought only in the State of Victoria. The parties further agree to issue any proceedings in the Melbourne registry of the appropriate Court having monetary jurisdiction over the matter.

Gorski Engineering Terms & Condition of Sales

for news and special member-only offers and discounts

Terms & Conditions

Privacy Policy