Terms and Conditions of Purchase

These terms and conditions of purchase (“Terms”) apply to all Goods and Services purchased by Imaging Solutions Pty Ltd ACN 108 525 739 (“Imaging Solutions”) from its suppliers and service providers (“you” or “your”). Any references to “we”, “us” or “our” are references to Imaging Solutions. These Terms may be updated from time to time. We suggest you regularly check this page to ensure you are aware of the most recent Terms, including before accepting any new Order for any Goods or Services. These Terms form part of every agreement for the supply of Goods or Services by you, except where a separate written agreement has been executed by the parties.

1. Provision of Supplies
Orders
1.1 Each purchase order (“Order”) accepted by you forms a separate binding contract to provide the Supplies in accordance the Order and these Terms.
1.2 You must:
(a) perform your obligations under these Terms with due care and skill, in a professional and timely manner, and in accordance with these Terms;
(b) ensure the Supplies comply with all applicable laws, regulations, industry codes and standards;
(c) comply with all reasonable and lawful directions given by us in connection with the provision of the Supplies, including using best endeavours to co-operate with any third party supplier that provide us with goods or services that interact with the Supplies;
(d) maintain appropriate resources (including Personnel, materials and equipment) to provide the Supplies; and
(e) maintain all authorisations, permits, certifications and licences required to provide the Supplies.
1.3 You must ensure that the Goods are packed, marked, labelled and transported:
(i) in accordance with all applicable laws, regulations, industry codes and standards; and
(ii) in a manner that ensures the safe delivery, use and handling of the Goods.
1.4 You acknowledge and agree that you are not the exclusive supplier of the Supplies to us and we are not obliged to purchase any minimum value or quantity of Supplies.

Delivery and delays
1.5 You must deliver or perform the Supplies on the date(s) specified in the Order or as otherwise agreed between the parties. If the Supplies are not delivered or performed on or before the due date, or if it becomes clear the Supplies cannot be delivered on or before that date, we may terminate the Order in whole or in part without prejudice to any of our other rights.
1.6 If you become aware of any actual or likely delay in the provision of the Supplies, you must promptly notify us in writing and take all reasonable steps to mitigate and minimise the effects of the delay.

2. Price and Payment
2.1 We will pay you the Price in accordance with these Terms.
2.2 The Price stated in an Order is fixed and must not be increased except with our prior written consent. The Price is the only amount payable by us in relation to the Supplies and includes all costs associated with the provision, supply, delivery and installation (if applicable) of the Supplies, including labelling, packaging, transport, labour, shipping, freight, insurances, licences, authorisations, levies, duties (including customs duty), charges, taxes (subject to clause 3) and other costs in connection with the provision of the Supplies.
2.3 You must issue a tax invoice to us for the Price. Each invoice must be accompanied by sufficient detail to enable us to verify the invoice.
2.4 Unless otherwise agreed by the parties, we will pay each valid and correctly rendered tax invoice within 30 days of the date on which we receive that invoice. If we, acting reasonably, genuinely dispute any amount under any invoice, we may withhold payment of the disputed amount but will pay any undisputed amount.
2.5 All consideration to be paid or provided under these Terms is in Australian dollars and exclusive of Indirect Tax, unless otherwise expressly stated.

3. Indirect Tax
All consideration to be paid or provided under these Terms is exclusive of Indirect Tax, unless otherwise expressly stated. If Indirect Tax applies to a supply made under these Terms and the consideration for that supply is expressed exclusive of Indirect Tax, we must pay you an additional amount equal to the Indirect Tax payable on the supply (“Indirect Tax Amount”), except where we have the liability to remit the Indirect Tax to the relevant tax authority. The Indirect Tax Amount is payable at the same time that the first part of the consideration for the supply is to be provided. Terms used in this clause 3 that are defined in the Indirect Tax legislation of the relevant country (which for the purposes of Australia is the A New Tax System (Products and Services Tax) Act 1999 (Cth)) have the same meaning as in that legislation.

4. Title and Risk
4.1 Title to the Goods passes to us on the earlier of delivery of the Goods to us or payment for the Goods by us.
4.2 Risk in the Goods passes to us on delivery.

5. Defects and recalls
5.1 All Supplies are subject to acceptance by us. Without prejudice to any of our other rights or remedies at law or under these Terms, if (during the Warranty Period) we become aware of any Defect in the Supplies, you must rectify such Defect as soon as reasonably practicable and in any event within [14 days] of receiving written notice from us.
5.2 If you fail to rectify the Defect in accordance with clause 5.1, at our option:
(a) we may rectify such Defect (or procure that a third party rectify such Defect) and you must reimburse us the reasonable costs of such rectification on written request by us (including freight and call out fees); or
(b) we may reject the Supplies (and return the affected Goods to you) by written notice to you, in which case you must refund to us the Price paid by us for the relevant Supplies.
5.3 Where any Goods are repaired or replaced due to a Defect in the last 90 days of the Warranty Period, the Warranty Period for those Goods will be extended to expire 90 days from the date of last repair or replacement.
5.4 If you become aware of any Goods (or any part or component of any Goods) has or may cause injury to any person or property, you must immediately notify us in writing and provide all relevant information. You are responsible for undertaking any recall of the Goods and liable for all costs arising as a result of any recall, including transport, freight, replacement or repair of Goods and administrative costs, and indemnify us from and against such costs in accordance with clause 7.

6. Warranties
6.1 You warrant that the Goods:
(a) are fit for the purpose for which goods of that kind would be reasonably expected to be used;
(b) comply with the specifications (including technical and functional specifications) provided by you or otherwise agreed by the parties;
(c) comply with all applicable laws, regulations, industry codes and standards;
(d) are of acceptable quality and free from any Defects;
(e) do not contain any counterfeit parts, components or materials;
(f) are supplied to us free of any encumbrance, lien or other security interest; and
(g) do not infringe the rights (including Intellectual Property Rights) of any third party.
6.2 You warrant that:
(a) you have the necessary expertise, experience and resources required to perform your obligations under these Terms;
(b) the Services will be provided by appropriately qualified, trained and experienced Personnel;
(c) you will provide the Services within a reasonable time, if no timeframe is specified; and
(d) all information and data provided with the Supplies are up to date and accurate.
6.3 If the Goods are subject to a manufacturer’s warranty, you must provide details of that warranty to us and ensure that we have the benefit of that warranty.

7. Indemnities
7.1 You indemnify us against all Loss suffered or incurred by us, our Personnel and any of our Related Bodies Corporate and each of their respective Personnel (“Indemnified Party”) arising as a result of:
(a) any fraudulent or unlawful act or omission on the part of you or your Personnel;
(b)the death or injury to any person or loss or damage to property caused or contributed to by an act or omission of you or your Personnel;
(c)any recall of the Goods;
(d)any claim that the Supplies infringe the Intellectual Property Rights of any person; and
(e)any breach of confidentiality or privacy by you or your Personnel.
7.2 Your liability under the indemnity in clause 7.1 will be reduced proportionately to the extent that any unlawful or negligent act or omission by the Indemnified Party caused or contributed to the relevant Loss.

8.Confidentiality
8.1 Each party must keep the other’s Confidential Information secure and must not, without the prior written consent of the other party:
(a)disclose the Confidential Information to any other person; or
(b)use the Confidential Information for any reason other than to perform its obligations under these Terms,
except where required by law or the listing rules of any stock exchange where that party’s securities are listed or quoted, or disclosure to that party’s legal, financial or other advisors.
8.2 Each party must, upon termination or expiration of these Terms, destroy or return to the other party all copies of Confidential Information of the other in the care or control of the first party.

9.Privacy
9.1 You must, in relation to Personal Information that we provide or make available to you, or that you collect, in connection with these Terms or the provisions of the Supplies:
(a)comply with all Privacy Laws in relation to Personal Information, whether or not your are bound by Privacy Laws;
(b)only collect, store, use, disclose or otherwise deal with Personal Information as required for the purposes of providing the Supplies or as otherwise expressly permitted under these Terms;
(c)take such steps as are reasonable in the circumstances to protect the Personal Information from misuse,interference and loss, and from unauthorised access, modification or disclosure; and
(d)if you disclose any of the Personal Information to a third party as permitted under these Terms:
(i)ensure that the third party complies with this clause 9 in relation to the Personal Information as if it were you; and
(ii)accept responsibility for any act or omission by that third party in relation to the Personal Information as if it was an act or omission of you under these Terms.

10.Intellectual Property Rights
10.1 Each party (or its licensors, as applicable) retains ownership of all Intellectual Property Rights of that party provided or made available to the other party in connection with these Terms (Background IP). Unless expressly agreed in writing by the parties, all modifications and enhancements to a party’s Background IP are also to be treated as that party’s Background IP.
10.2 You grant to us a royalty-free, non-exclusive, perpetual licence to use your Background IP solely to the extent necessary for us to receive the full benefit of the Supplies.

11.Force Majeure
Neither party is liable for any delay or failure in the performance of its obligations under these Terms (other than obligations in relation to payment) to the extent such delay or failure is caused by an act of God, natural disaster, terrorism, war or other occurrence beyond the affected party’s reasonable control.

12.Insurance
12.1 You must take out and maintain adequate insurance cover with a reputable insurer in relation to your risk and liability under these Terms, including:
(a)all insurances required by law, including workers compensation insurance;
(b)public and products liability insurance for an amount not less than [$20 million]; and
(c)if the Supplies include professional advice, professional indemnity insurance for an amount not less than [$10million].
12.2 You must provide to us, upon request, certificates or currency of each of the insurance policies set out in this clause 12.

13.Records and audit
13.1 You must keep accurate and complete records relating to the Supplies and the performance of your obligations under these Terms.
13.2 On reasonable prior written notice during business hours (but no more than twice in any calendar year), you agree to allow us or a third party auditor nominated by us access to your records, premises, systems, equipment and Personnel in order to conduct inspections, quality tests and audits of the Supplies and your compliance with these Terms.

14.Modern Slavery
14.1 You represent and warrant that neither you nor any of your Personnel have acted in a way that would constitute Modern Slavery or are aware of any circumstances in your supply chain that could constitute Modern Slavery.
14.2 You must comply, and must ensure that all your Personnel comply, with all Modern Slavery Laws. You must notify us promptly after becoming aware of any breach of this clause 14 or any complaint or allegation that you or your Personnel (including subcontractors in your supply chain) have engaged in Modern Slavery.

15.Applicable law
15.1 These Terms are governed by the laws of the State of Queensland, Australia. Any action or proceeding arising out of or related to these Terms or the Supplies must be brought in the courts of Queensland and the parties submit to the non-exclusive jurisdiction of such courts.

16.Dispute Resolution
To the extent permitted by law, if any dispute arises in connection with these Terms or the Supplies, the parties must first use reasonable efforts to resolve the dispute through good faith negotiations. If the dispute is not resolved within 30 days, either party may refer the matter to mediation administered in Queensland by a recognised mediation body. Except for applications for urgent injunctive or other equitable relief, neither party may commence proceedings in a court or tribunal of competent jurisdiction until the process in this term 16 has been followed.

17.General
17.1 Except where a separate written agreement has been executed by the parties, these Terms constitute all the terms for the purchase of the Supplies by us and supersedes all previous written agreements about its subject matter, including any terms proposed by you.
17.2 These Terms may only be varied by written agreement between the parties. A right under these Terms may only be waived if it is in writing signed by the party granting the waiver and is effective only to the extent specifically set out in that waiver.
17.3 You must not assign any right or novate these Terms or a right or obligation under these Terms without our prior written consent.

18.Definitions and interpretation
18.1 In these Terms, unless the contrary intention appears:
(a)references to a person includes an individual, partnership, joint venture, association, firm or a body, whether incorporated or unincorporated;
(b)a reference to a term, part, schedule or attachment is a reference to a term, part, schedule or attachment to these Terms;
(c)a reference to a legislation or other law includes delegated legislation and consolidations, amendments, re-enactments or replacements of any of them;
(d)a reference to any of the words “include”, “includes” and “including” is read as if followed by the words “without limitation”;
(e)a reference to a document includes all amendments, supplements, replacements or novations of that document; and
(f)a reference to any party includes that party’s executors, administrators, substitutes, successors and permitted assigns.

18.2 In these Terms, the words below have the following meanings:
Background IP has the meaning given in clause 10.1.
Confidential Information means information of a party, however held or recorded:
(a)relating to the business and affairs of that party;
(b)relating to the customers, clients, employees, subcontractors or other persons doing business with that party;
(c)which is by its nature confidential;
(d)which is designated as confidential by that party; or
(e)which the other party knows or ought to know, is confidential,
and all trade secrets, knowhow, financial information and other commercially valuable information of that party.

Defect means any defective services or, in respect of any Goods, any defect in design, material or workmanship in the Goods, or failure to comply with the specifications (including technical and functional specifications) provided by you or otherwise agreed by the parties.

Goods means the physical items, products, equipment, materials, or components supplied by you under these Terms.
Indirect Tax means any tax in the nature of a goods and services tax, supply or value-added tax, or any similar tax, and includes the products and services tax (known as GST) imposed in Australia by A New Tax System (Products and Services Tax) Act 1999 (Cth).

Intellectual Property Rights means all industrial and intellectual property rights including current and future registered and unregistered rights in respect of copyright, trade marks, designs, circuit layouts, domain names, trade secrets, know-how, confidential information, plant breeders rights, moral rights, patents, invention and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967.

Loss means loss, damage, liability, penalty, fine, charge, expense, outgoing, payment or cost of any nature or kind, including all legal costs.

Modern Slavery means:
(a)any activity, practice or conduct that would constitute an offence under any of the Modern Slavery Laws includingan offence of attempting or incitement to commit such an offence; and
(b)includes any form of slavery, servitude, forced labour, human trafficking, debt bondage, organ trafficking, forcedmarriage and exploitation of children.
Modern Slavery Laws means any laws directed at, regulating, or preventing anti-slavery and human trafficking and associated reporting obligations that are applicable to a party or these Terms, including:
(a)Divisions 270 and 271 of the Criminal Code Act 1995 (Cth);
(b)the Modern Slavery Act 2018 (Cth) and equivalent laws; and
(c)laws equivalent to any of the laws referred to in paragraphs (a) and (b), in Australian states and territories.
Order has the meaning given in clause 1.1.

Personal Information means all personal information (as defined in the Privacy Act 1988 (Cth)) which is received or learnt by a party from any source as a consequence of or in the course of exercising or performing its rights and obligations under these Terms.

Personnel mean officers, employees, agents, contractors and consultants engaged by a party (but does not include the other party).

Price means the price of Goods or Services as identified in the Order or otherwise agreed between the parties in writing.

Privacy Laws means the Privacy Act 1988 (Cth) and any other laws and binding industry codes relating to the management of Personal Information.

Related Body Corporate has the meaning given to the term in the Corporations Act 2001 (Cth).

Services means the services provided by you under these Terms.

Supplies means the Goods and/or Services (as applicable).

Warranty Period means 12 months from the date that the relevant Goods are accepted by Imaging Solutions in accordance with these Terms or any longer warranty period provided by you or the manufacturer of the relevant Goods.