General Terms and Conditions of Delivery and Services

1. DEFINITIONS AND CONSTRUCTION

1.1 In these Conditions unless the context otherwise requires:

      Change in Law includes when any legislation, regulation, by-law, ordinance, standard, award or order comes

      into effect or is changed, including any new tax, duty or other impost or change in the rate of any tax, duty or

      other impost.

      Conditions means the terms and conditions of sale evidenced by this document.

      Contract Price means the price for the Goods and Services as set out in the contract (as adjusted from time

      to time).

      E&H means Endress & Hauser Australia Pty Limited.

      E&H Goods means goods manufactured by the E&H Group.

      E&H Group means E&H and its related bodies corporate.

      Force Majeure means act of God, act or omission of government, war, blockade, embargo, hostilities, fire,

      earthquake, flood, explosion, accident, including accident at sea, exceptionally inclement weather, industrial

      condition, sabotage or commotion, or by any cause (whether similar or not to any of the above events) beyond

      the reasonable control of the party whose performance is affected.

      Goods means goods the subject of a contract with E&H.

      Insolvency Event includes when a party discloses that it is or actually becomes bankrupt or insolvent or makes

      any agreement with its creditors compounding debts or if, being an incorporated entity, any proceedings are

      begun for applying for the appointment of a liquidator, administrator, receiver or similar official for it or all or

      any substantial part of its assets or seeking an order of relief against it as debtor or under any law relating to

      insolvency, readjustment of debt, reorganisation, administration or liquidation or anything having a similar effect.

      Intellectual Property Rights includes all intellectual property rights of the E&H Group including but not limited

      to, know-how, copyright, trade names, trade marks, patents, logos, slogans, labels, insignia, inventions,

      improvements and discoveries.

      Proper Use means installation, commissioning, operation and maintenance in accordance with E&H's advice and

      good engineering practice.

      Purchaser means a party to a contract with E&H.

      Services means services the subject of a contract with E&H.

      Technical Information includes all illustrations, designs, drawings, data, dimensions and weights, preliminary,

      descriptive or shipping specifications, software and other technical information relating to the goods or

      services of the E&H Group including Intellectual Property Rights.

      Tender includes a tender, submission, proposal, offer (including counter offer) or quotation in relation to goods

      or services of the E&H Group.

1.2 In these Conditions unless the context otherwise requires:

      (a) the singular includes the plural and vice versa;

      (b) where an expression is defined, another part of speech or grammatical form of that expression has a

            corresponding meaning;

      (c) a reference to an individual or person includes a company, body corporate, corporation, partnership, joint

            venture, association, authority, trust, state or government and vice versa;

      (d) a reference to a party includes the party's successors and assigns;

      (e) a reference to any agreement or document is to that agreement or document (and, where applicable, any

            of its provisions), as amended, novated, supplemented or replaced from time to time;

      (f) a reference to any legislation or legislative provision includes any statutory modification or re-enactment

           of, or legislative provision substituted for, and any subordinate legislation issued under, that legislation

           or legislative provision;

      (g) a reference to a "related body corporate” of a body corporate is to a body corporate which is related to

            that body corporate within the meaning of section 50 of the Corporations Law;

      (h) a reference to anything after "include”, "includes” or "including” does not limit what else might be

            included; and

      (i) headings and the use of bold type are for convenience of reference only and do not affect the

           interpretation of these Conditions.

2. APPLICATION

2.1 These Conditions are applicable to any contract with E&H.

2.2 E&H may vary or withdraw a tender by E&H at any time prior to acceptance and unless otherwise stated by

      E&H the tender shall remain valid for 30 days from the date of tender.

2.3 Any tender which quotes a budget, preliminary or estimate price is subject to variation in any respect and shall

      not be considered an offer capable of acceptance until confirmed in writing by E&H.

3. SPECIFICATION

3.1 The Goods and Services shall be supplied in accordance with these Conditions.

3.2 The Purchaser must satisfy itself as to the suitability of the Goods or Services for the Purchaser's application.

3.3 E&H shall not be bound by any representation in relation to the Goods or Services, including the supply,

      performance or characteristics of the Goods or Services unless expressly incorporated in the contract

      in writing.

4. PURCHASER'S GENERAL OBLICATIONS

4.1 The Purchaser shall pay E&H the Contract Price for the Goods and Services in accordance with the contract.

4.2 The Purchaser shall, in a timely manner, provide to E&H all information, approvals, permits, authorisations,

      licences, instructions, materials, civil works, reports, drawings, geotechnical and survey information, access

      and other things which may be required in relation to the performance of E&H's obligations under the contract.

4.3 The Purchaser shall provide to E&H any approval or comment with respect to drawings submitted by E&H to the

      Purchaser within 7 days from the date of submission by E&H to the Purchaser.

5. PRICE AND PAYMENT

5.1 Except as otherwise expressly provided in the contract:

      (a) invoices for the Goods and Services shall be rendered by E&H to the Purchaser on a monthly basis;

      (b) invoices shall be due and payable by the Purchaser to E&H within 30 days of the date of invoice;

      (c) the price quoted is exclusive of GST, packaging (except standard E&H packaging) and delivery costs,

            installation and commissioning costs;

      (d) any increase in the cost to E&H for the provision of the Goods or Services including as a result of a

            variation in exchange rates or Change in Law between the date of E&H's Tender and the date of delivery

            shall be borne by the Purchaser and the Contract Price shall be adjusted accordingly.

5.2 The Purchaser shall pay interest to E&H on any moneys outstanding on and from the date the moneys become

      outstanding until such outstanding moneys are paid. The interest rate shall be the rate for overdraft facilities for

      that amount of moneys determined by the Australia and New Zealand Banking Group Limited (ABN 11 005 357

      522) on the date the moneys become outstanding plus 3%, accruing daily.

6. GOODS AND SERVICES TAX

      (a) In this clause terms used will have the meaning given to them by the GST Law as defined in the A New

            Tax System (Goods and Services Tax) Act 1999 (GST Act), unless otherwise defined in this clause.

      (b) If the Supplier is liable by law to pay GST on any Supply made under or in connection with these

            Conditions or the contract, the Supplier shall increase the Consideration otherwise payable by the

            Recipient, by an amount equal to the GST paid or payable by the Supplier.

      (c) If these Conditions or the contract require a party to pay for, reimburse or contribute to any expense, loss

            or outgoing ("Reimburseable Expense”) suffered or incurred by another party, the amount required to be

            paid, reimbursed or contributed by the first party must be the sum of:

            (i) the amount of the Reimburseable Expense net of any Input Tax Credit (if any) to which the

                party is entitled in respect of the Reimburseable Expense; and

            (ii) if the other party's recovery from the first party is a Taxable Supply, any GST payable in

                 respect of that supply.

      (d) Each party agrees to do all things, including providing Tax Invoices and other documentation that may

            be necessary or desirable to enable or assist the other party to claim any Input Tax Credit, set-off, rebate

            or refund in relation to any amount of GST paid or payable in respect of any Supply under these

            Conditions or the contract.

      (e) Apart from this clause, all supplies under these Conditions or the contract are GST exclusive.

7. DELIVERY, TRANSFER OF TITLE AND RISK

7.1 For delivery:

      (a) quoted delivery times are approximate only and E&H will not be liable for any damage including

            consequential loss caused by a delay in delivery;

      (b) except as otherwise expressly provided for in the contract, all risks of loss or damage to the Goods shall

            transfer to the Purchaser on delivery of the Goods to the Purchaser at E&H's premises. The Purchaser

            shall be responsible for transport of the Goods from E&H's premises; and

      (c) title (legal and beneficial ownership) in the Goods shall not pass to the Purchaser until E&H has been

            paid the Contract Price for the Goods in full.

7.2 Until the passing of title in the Goods delivered to the Purchaser:

      (a) the Purchaser shall hold the Goods as bailee to the same extent as if the Purchaser were a bailee for

            reward and shall clearly identify the Goods as belonging to E&H;

      (b) the Purchaser shall take due and proper care of the Goods and insure the Goods with an insurance

            company approved by E&H against all usual risks for its full insurable value. The Purchaser shall

            provide evidence of such insurance to E&H on demand; and

      (c) the Purchaser may not modify, sell or otherwise remove, dispose or grant to a third party any interest in

            the Goods and shall store and maintain the Goods in good condition and allow E&H unrestricted access

            to the Goods for the purposes of inspection, protection or removal, and, for the purpose of such removal,

            the Purchaser hereby grants E&H an irrevocable licence to enter the premises where the Goods are

            located and sever the Goods from any other property to which the Goods may be attached.

7.3 If the Purchaser does not take delivery of the Goods from E&H's premises at the time for delivery as provided in

      the contract, E&H shall be entitled on behalf of the Purchaser to put the Goods into storage at the Purchaser's

      expense. E&H shall be deemed to have delivered such Goods to the Purchaser on storage and shall be entitled

      to payment on placing the Goods into storage. All risks of loss or damage to the Goods shall pass to the

      Purchaser on storage, but title shall not pass to the Purchaser until E&H has been paid the price for the Goods

      in full.

7.4 For Goods or Services to be supplied outside of Australia the Contract Price does not include any duty,

      customs, fees or other impost on the Goods or Services or on the equipment, property or activities of E&H, its

      subcontractors or any of their respective employees in relation to the contract to be performed outside

      Australia or any tax on or withholding from any payment to E&H in relation to the contract and any duty,

      customs, fees or other impost shall be borne by the Purchaser.

8. COMPLETION

8.1 E&H shall be entitled to a reasonable extension of time for the performance of its obligations under the contract

      in the following circumstances:

      (a) any variation to or in the Goods or Services to be supplied under the contract;

      (b) obstructions or conditions which were not reasonably foreseen by E&H;

      (c) Change in Law;

      (d) any act or omission of the Purchaser or any contractor, consultant, representative or agent of the

            Purchaser; or

      (e) Force Majeure.

8.2 The Purchaser shall pay E&H the reasonable costs incurred by E&H as a result of the matters referred to in

      clauses 8.1(a),(b),(c) or (d).

8.3 In the event the Purchaser fails to make payment when due E&H may suspend performance of the contract until

      such time as payment is made and E&H shall be entitled to a corresponding extension of time for performance.

9. VARIATIONS

9.1 Unless otherwise agreed any variation to the Goods or Services to be supplied under the contract shall be

      valued in accordance with E&H's schedule of rates for variations existing at the time the Goods or Services the

      subject of the variation are supplied (a copy of which may be obtained from E&H or if not available, variations

      shall be valued at rates usually charged by E&H for similar work).

9.2 Where any of the matters referred to in clauses 8.1(b), (c) or (d) reasonably require a change in the Goods or

      Services to be supplied or the conditions in which E&H is to perform its obligations under the contract then E&H

      shall be entitled to vary the Goods or Services in such manner as E&H reasonably considers necessary and

      the value of such variation valued in accordance with clause 9.1 shall be added to or deducted from the

      Contract Price as the case may be.

10. TECHNICAL INFORMATION

10.1 All Technical Information shall be and shall remain the property of E&H.

10.2 Any Technical Information contained in E&H's catalogues, price lists or other material or submitted with E&H's

        Tender are illustrative and approximate only and do not form part of the contract unless expressly confirmed

        and incorporated in the contract by E&H in writing, in which event they shall be subject to generally

        recognised tolerances.

10.3 Technical Information shall be kept confidential by the Purchaser, its employees, agents or subcontractors,

        shall not be copied, modified or disclosed by any of them and shall not be used by them otherwise than for

        the purposes of the operation and maintenance of the Goods. In the event that the Purchaser does not accept

        E&H's Tender it shall return to E&H all Technical Information supplied by E&H together with any copies of the

        Technical Information.

10.4 E&H grants to the Purchaser a non-exclusive and non-transferable right to use the Technical Information

        provided by E&H for the life of the Goods supplied under the contract for the purpose of the operation and

        maintenance of the Goods in the place and manner anticipated at the time of E&H's Tender and for no other

        purpose.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 The Purchaser acknowledges that all Intellectual Property Rights of E&H are the sole and exclusive property of

        E&H and the Purchaser shall not gain any right, title or interest in the Intellectual Property Rights of E&H under

        the contract.

12. WARRANTIES

12.1 E&H warrants that E&H Goods supplied by E&H shall, under Proper Use, be free from defects in materials and

        workmanship for a period of 12 months from the date of delivery to the Purchaser.

12.2 E&H's obligation under the warranty in this clause 12 shall be limited to:

        (a) the replacement of the Goods or the supply of equivalent goods;

        (b) the repair of the Goods;

        (c) the payment of the cost of replacing the Goods or of acquiring equivalent goods; or

        (d) the payment of the cost of having the Goods repaired.

12.3 E&H's obligation under the warranty in this clause 12 shall be limited to E&H Goods which are notified and

        returned by the Purchaser to E&H before the expiry of the period of 12 months after the date of delivery of the

        E&H Goods to the Purchaser. Items in relation to E&H Goods which are replaced during the warranty period

        shall become the property of E&H.

12.4 E&H's obligation under the warranty in this clause 12 shall not extend to any failure caused by fair wear and

        tear, designs and specifications which are outside E&H's responsibility under the contract, accidents, misuse,

        neglect, lack of Proper Use, or repairs or modifications to the goods which have been made without E&H's

        prior written approval. E&H's obligation is subject to E&H being given prompt notice by the Purchaser of the

        appearance of the defect and a reasonable opportunity to investigate it and repair it.

12.5 E&H's liability and the Purchaser's remedies in respect of defects in the E&H Goods and any loss or damage

        resulting therefrom are solely and exclusively as stated in this clause 12 and E&H shall have no liability for any

        defect, omission or damage unless notified by the Purchaser to E&H prior to expiry of the applicable warranty

        period described in this clause 12.

12.6 The undertakings and obligations of E&H under this clause 12 are in place of and exclude to the fullest extent

        permitted by law all other warranties and conditions, whether oral, written, statutory, express or implied.

        Subject to clause 13, implied warranties or conditions as to fitness for purpose and merchantability shall not

        apply.

12.7 The warranty in this clause 12 applies only to E&H Goods.

12.8 All delivery costs for the return and dispatch of E&H Goods, the subject of a warranty claim under this clause

        12, must be borne by the Purchaser.

13. LIMITATION OF LIABILITY

13.1 Notwithstanding any other provision of the contract, to the extent permitted by law, the liability of E&H to the

        Purchaser whether arising under or in connection with the contract or the performance or non-performance

        thereof or anything incidental thereto, and whether by way of indemnity, warranty, by statute, in tort (for

        negligence or otherwise), or on any other basis in law or equity, is hereby excluded and E&H shall have no

        liability whatsoever to the Purchaser or any other party for loss of use, production, profit, income, business,

        contract or anticipated saving, or for any delay, financing costs or increase in operating costs or any other

        damage, expense, financial or economic loss or for any special, indirect or consequential loss or damage,

        injury or death.

13.2 To the extent permitted by law, any liability of E&H which cannot be excluded is limited at the option of E&H to:

        (a) in the case of Goods, any one or more of the following:

              (i) the replacement of the Goods or the supply of equivalent goods;

              (ii) the repair of the Goods;

              (iii) the payment of the cost of replacing the Goods or of acquiring equivalent goods; or

              (iv) the payment of the cost of having the Goods repaired; or

        (b) in the case of Services:

              (i) the supplying of the Services again; or

              (ii) the payment of the cost of having the Services supplied again.

13.3 For the purpose of this clause 13, E&H contracts also on behalf of and as agent for any and all related bodies

        corporate of E&H which are subcontractors or suppliers of or to E&H in connection with the contract. The

        cumulative liability of E&H and all related bodies corporate of E&H to the Purchaser shall not, in aggregate,

        exceed the liability of E&H to the Purchaser under this clause 13.

13.4 The Purchaser shall ensure that the liability of E&H and the related bodies corporate of E&H to the end user(s)

        or owner(s) or beneficiary(ies) of the Goods or Services is limited and excluded in accordance with this

        clause 13. The Purchaser indemnifies E&H and the related bodies corporate of E&H against claims of any kind

        by such end user(s) or owner(s) or beneficiary(ies) to the extent that E&H or the related bodies corporate of

        E&H would not be liable therefor to the Purchaser under the contract if the claim had been made by the

        Purchaser.

14. FORCE MAJEURE

14.1 If performance by a party of any obligation under the contract (other than an obligation of the Purchaser to

        make payment) is prevented, restricted or delayed by Force Majeure then that party shall be excused from and

        shall not be liable for failure in performance to the extent of that prevention, restriction or delay and the time for

        performance shall be extended accordingly, subject to the terms of clause 14.2.

14.2 If performance is delayed for more than 3 months by Force Majeure and the parties have not agreed upon a

        revised basis for continuing the work at the end of the delay, then either party may after that period and while

        the cause of the non-performance still exists terminate the contract by not less than 30 days' notice in writing

        to the other party.

15. TERMINATION

15.1 Without limiting any other rights it may have, a party ("notifying party”) may terminate the contract by notice to

        the other party ("defaulting party”) in the event that the defaulting party:

        (a) is or appears likely to become subject to an Insolvency Event; or

        (b) commits a breach of the contract or these Conditions and the defaulting party fails to remedy such

              breach within 14 days of receiving a notice from the notifying party specifying such breach.

15.2 Termination of the contract pursuant to these provisions shall be without prejudice to the rights of either party

        accruing up to the date of termination.

15.3 If the contract is terminated for any reason whatsoever, except where the Purchaser terminates due to a

        breach of contract or Insolvency Event on the part of E&H, then, without prejudice to the rights of either party

        accruing up to the date of termination, E&H will be entitled to payment for:

        (a) goods delivered and services performed to the date of termination;

        (b) the cost of goods and services reasonably ordered but not delivered (the property in which shall become

              the Purchaser's upon payment of all monies then payable to E&H) or of cancelling such orders where

              possible;

        (c) costs reasonably incurred by E&H in expectation of completing the contract.

16. GENERAL

16.1 (Entire Contract) Except as otherwise expressly provided in the contract, E&H excludes all statements,

        representations, warranties, conditions, promises, undertakings, covenants and other provisions, express or

        implied (and whether implied by law including statute or otherwise) relating to E&H's Tender, the Goods or

        Services or their delivery or supply or the contract.

16.2 (Amendment) These Conditions may only be varied, modified or amended by another document in writing

        executed by E&H.

16.3 (Waiver) The failure of E&H to exercise or delay in exercising a right, power or remedy under these Conditions

        or the contract does not prevent its exercise. A provision of or right under these Conditions or the contract

        may not be waived except by a waiver in writing signed by E&H granting the waiver, and will be effective only

        to the extent specifically set out in that waiver.

16.4 (Severability) Each clause in these Conditions and the contract is severable one from the others of them and if

        any one or more is found to be unenforceable, it shall not affect the validity of the others of them.

16.5 (Merger) None of the provisions of these Conditions or the contract will merge in or upon the execution of the

        contract or any other document or any other act, matter or thing and will continue to remain in full force and

        effect for so long as is necessary to give effect to the provisions of these Conditions or the contract.

16.6 (Assignment) The Purchaser may not assign or transfer any of its rights or obligations under these Conditions

        or the contract without the prior written consent of E&H. E&H may assign or transfer any of its rights or

        obligations under these Conditions or the contract without the prior written consent of the Purchaser.

16.7 (Further Assurance) The Purchaser must do, sign, execute and deliver all deeds, documents, instruments and

        acts reasonably required of it by notice from E&H, effectively to carry out and give full effect to these

        Conditions and the contract.

16.8 (Governing Law) These Conditions and the contract are governed by the law in force in New South Wales.

16.9 (Jurisdiction) The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and any

        courts which may hear appeals from those courts in respect of any proceedings in connection with these

        Conditions or the contract.