ADDITIONAL CONDITIONS OF SALE

Any of the Seller’s sales shall be governed exclusively by the terms set forth herein. Variations shall bind the Seller only if confirmed in writing. These terms shall override any other condition regardless of when and in what manner stipulated, incorporated or referred to by the Buyer.

a) Payment of the price shall be made in the manner agreed between the Seller and the Buyer and in all circumstances shall be paid in full without any deduction, set-off or counterclaim. b) It is of the essence of this contract that the Buyer makes payment hereunder in the currency stipulated in the contract (“the currency”). The obligation of the Buyer to make payment in the currency shall not be discharged or satisfied by any tender or any recovery pursuant to any judgement, which is expressed or converted into any form of payment other than the currency until and except such tender of recovery shall result in the actual receipt by the Seller in the currency and shall place the proceeds in a separate account in the name of the Seller.

Until the Seller receives the purchase price fully in cash, (i) the Seller retains the legal property in the goods and is hereby given the irrecoverable right to enter the premises of the Buyer at any time and without notice in order to retake possession of the goods, and (ii) the Buyer may resell the goods only as an agent of the Seller and in the ordinary course of the business to a bona fide purchaser, if he does so, receives the proceeds of the resale as an agent of and trustee for the Seller and shall place the proceeds in a separate account in the name of the Seller.

In the event of natural disasters, fire, explosions, wars, strikes, lock-outs, labour disputes, blockades, embargoes, accidents to machinery, disturbances in production, governmental acts, including restrictions of export and other licenses, delays en rout, or in case of non-delivery or delay in delivery by the Seller’s supplier or, without prejudice to the generality of the foregoing, any other contingency beyond reasonable control of the Seller, the Seller shall give prompt notice of same to the Buyer (“Seller’s Notice of Force Mejeure”) and the Seller shall not be liable for any delay in delivery or non-delivery during the continuance of such contingency. Upon termination of such contingency the undelivered quantity involved shall be delivered by the Seller and accepted by the Buyer under the terms of the contract, unless otherwise agreed. If one of the aforementioned contingencies is proved by the Buyer to affect his ability to perform the contract, then upon prompt notice thereof to the Seller (“the Buyer’s Notice of Force Mejeure”), the Buyer’s duty to accept delivery shall be suspended as long as this contingency prevents him from accepting delivery does not exceed, however, a period of 60 days counted from the date the Seller received the notice. If the Buyer claims excuse under this provision this shall not affect any goods in transit or goods for which shipping space has been booked by the Seller.

Should a force mejeure event have continued for more than 60 days from the tender of either the Seller’s or Buyer’s Notices of Force Mejeure, the Seller is entitled to either (i) cancel the contract or (ii) request the Buyer to take and pay for the goods irrespective of whether or not a contingency hindering the Buyer to accept the goods has ceased.

a) Irrespective of the actual quantity, no claim shall be made by the Buyer or Seller for deficiencies in quantity or excess quantities up to .5%.

b) Any claims for shortage in quantity or defect in quality must be made in writing (together with the supporting certificates of inspection) to the Seller by the Buyer within 4 weeks after completion of discharge at the destination port, otherwise any such claims shall be deemed to have been waived, and the Buyer shall be treated as having accepted the goods.

c) In the event of alleged defect in the quality the Buyer shall allow and/or shall procure the Seller, or the Seller’s nominated surveyor immediate access to the goods and to take or draw samples for further analysis. Alternatively and at the Seller’s request the Buyer shall provide the Seller with a sample for analysis.

Should the goods not be delivered in accordance with the contract, the Seller shall be obliged, at his discretion, to the exclusion of any other rights or remedies of the Buyer either (i) to agree on an adjustment of the purchase price which corresponds with the contractual price of the goods so delivered or (ii) to replace non-conforming goods within a reasonable period of time, at no cost to the Buyer.

a) In no event shall the Seller be liable for special consequential or incidental damages, including but without limitation, loss of anticipated profits. b)If notwithstanding the provisions of this contract, the Seller is found liable for any loss of damage of whatsoever nature (whether to the Buyer or any third party) for any reason whatsoever (including the Seller’s negligence) the Seller’s liability (including legal costs) shall not under any circumstances exceed the amount of 5% of the contract of the contract price of the goods.

The Buyer shall, in due course prior to delivery, obtain and keep in good standing all governmental permits or licenses or licenses which may be necessary or expedient for the import or other performance by the Buyer in accordance with the terms and conditions of the contract.

9.1) The invalidity or unenforceability of any provision of these conditions or of the contract shall not affect the validity and enforceability of the remaining provisions and the contract as a whole. Such provision shall be replaced by a provision which comes nearest to the invalid or unenforceable provision in its economical and legal intention.

9.2) Neither party may assign any rights or claims under this contract without prior written consent of the other party.

9.3) The international rules for the interpretation of trade terms of the International Chamber of Commerce, as amended from time to time shall apply to this contract.

9.4) The Uniform Law of International Sale of Goods, the Uniform Law on the Formation of Contracts of the International Sale of Goods and the Convention on Contracts for the International Sale of Goods shall not apply. This contract shall be governed by and construed in accordance with the laws of Australia. All disputes arising out of or in connection with this contract, including but not limited to the implementation, the validity, the execution and the interpretation, shall be settled by arbitration in accordance with the provision of the Arbitration Ordinance, of the Laws of Australia. The Seller and the Buyer shall each appoint one arbitrator within 7 days of receipt of a request to make such appointment, the arbitrator already appointed by the other party shall act as sole arbitrator. The language of the proceedings shall be in English.