1. DEFINITIONS

1.1 "Equipment": Hardware, Software and equipment described in the Order.

1.2 "Confidential Information": Ideas, methodologies, mathematical formulas, trade secrets and other intellectual property included in written or machine-readable information (or oral information reduced to writing), which the disclosing party considers proprietary or confidential and marks "Confidential", "Proprietary", "Sensitive" or with words of similar meaning.

1.3 "Software": Machine-readable object and/or source code, including executable programs and firmware, and user documentation in written or electronic object code form. "Software" may include Licensed and Unlicensed Software.

1.4 "Licensed Software": All Software described in the Order, including all related updates, changes or revisions provided under the Order.

1.5 "Unlicensed Software": Software which may be included on the storage media containing Licensed Software that the customer is not authorised to use under the Order.

1.6 "Licensed Use": A particular use as described in the Order, for which the customer is authorised to use the Licensed Software.

1.7 "Order": A customer purchase order or contract accepted by an authorized PACE Engineers Group employee.


2. PROPOSAL ACCEPTANCE AND TERMS - VALIDITY

Unless otherwise specified in writing, all proposals are valid and may be accepted by customer for a period of 30 days from the date of issuance. Acceptance of the proposal after this 30 day period will not create a contract unless accepted by PACE Engineers Group in writing.

All proposals, Orders, sales and licenses are conditional upon customer's acceptance of these terms and conditions, notwithstanding receipt or acknowledgment of the Order, specifications containing additional or different terms, or conflicting oral representations by any agent or employee of PACE Engineers Group. The Order and all sales and licenses by PACE Engineers Groupunder the Order are governed exclusively by these terms and conditions. Unless otherwise expressly noted in the Order, the provisions of the applicable PACE Engineers Groupproposal shall take precedence over any conflicting provisions in any other document made part of the Order.


3. DELIVERY, RISK OF LOSS AND TERMS OF PAYMENT

3.1 Delivery Terms and Risk of Loss. All deliveries shall be F.O.B. PACE Engineers Groupfacility. Risk of loss or damage shall pass to customer upon delivery to the carrier.

3.2 Payment Terms. Terms of payment are net thirty (30) days from the date of PACE Engineers Group Group invoice. All payments must be made in the legal currency of Australia.

3.3 Credit Terms and Interest. All shipments and deliveries shall be subject to approval of customer's credit by PACE Engineers Group. Any payment not received by the due date shall be subject to an interest charge of one percent (1%) per month or maximum allowed by law. Interest shall be imposed monthly and debited to customer’s account.

3.4 Taxes: Customer is responsible for all sales, use, excise, and other similar taxes, duties and charges levied as a result of this Order. PACE Engineers Grouppricing is exclusive of all such taxes, duties and charges, (including any goods and services tax), and where applicable shall be added to the price payable by the Customer to PACE Engineers Group. The Customer must pay to PACE Engineers Group any goods and services tax for which PACE Engineers Groupis liable as a consequence of a taxable supply made under, in connection with or arising out of, these terms and conditions


4. DELAYS

4.1 Force Majeure. Neither party shall be liable for any failure to meet its obligations if such failure is due to any cause beyond the party's reasonable control. If the force majeure continues for longer than 180 days, either party may terminate this Order and customer will pay PACE Engineers Group all reasonable expenses incurred by PACE Engineers Group prior to termination of the Order.

4.2 Delays. The delivery and performance dates in the Order are approximate only; PACE Engineers Group shall not be liable for nor be in breach of these terms and conditions because of any delivery or performance within a reasonable time after such dates. In no event shall PACE Engineers Groupbe liable for any delays caused by failure of customer to provide any necessary information in a timely manner.

4.3 Order Adjustment. In the event of delays in delivery or performance caused by force majeure or customer, the date of delivery or performance shall be extended by a mutually agreed-upon period and, in the case of customer-caused delay, including but not limited to delays caused by customer’s failure to provide drawing approvals in a timely manner, the price and other affected terms shall be equitably adjusted. In addition, if delivery of Equipment is delayed due to the acts or omissions of customer, PACE Engineers Group may store the Equipment at customer’s risk and expense and, upon placement of such Equipment into storage, PACE Engineers Group may invoice customer for any payments that would have otherwise been due had there been no delay in delivery.


5. SOFTWARE LICENSE

5.1 License. PACE Engineers Group or third party suppliers grants to customer under the Order a nonexclusive license to use Licensed Software solely for customers own internal purposes in accordance with the original vendors for which we are agents Licensed Use. Customer shall not reverse compile, disassemble, or otherwise reverse engineer any Software. PACE Engineers Group and its third-party suppliers shall retain sole ownership of the Software.

If licensed copies of software are required, PACE Engineers Group will arrange with third-party suppliers suitable arrangements for customer use.

5.2 Additional Licenses or Use. Customer must receive PACE Engineers Group prior written consent and pay additional license fees before using Licensed Software outside the Licensed Use.

5.3 Copies and Modifications. Customer may make only 2 copies (or the number of copies allowed under applicable law) of the Software in non-printed, machine-readable form, to be used solely for archival or backup purposes ("Archival Copies"). Customer shall include all copyright and trade secret notices and serial numbers on the Archival Copies, which shall be owned solely by PACE Engineers Group or its third-party suppliers. Customer may not modify the Software except as authorised by PACE Engineers Groupor its third party suppliers n writing.

5.4 Transfer of Licensed Software. Customer may transfer its license to use the Licensed Software to a third-party only if PACE Engineers Group Group gives its prior written consent. If customer will not be the end user of the Licensed Software, PACE Engineers Group hereby consents to the transfer of the Software to the end user provided customer first obtains the end user’s written agreement to accept these terms and conditions and thereafter provides PACE Engineers Group with a copy of said agreement, if so requested.

5.5 Demonstration Use. If Software has been provided to customer for demonstration or evaluation purposes, customer may use such Software for a period of 30 days from the date the Software was delivered to customer. After this 30 day period, customer agrees to either return the Software to PACE Engineers Group or third party suppliers or pay the applicable license fee for customer’s continued use of the Software and to abide by these terms and conditions.

5.6 Term and Termination of License. The license granted herein is effective on the date PACE Engineers Group or third party suppliers ships or installs the Licensed Software, whichever is earlier. PACE Engineers Group or third party suppliers may terminate this license if customer defaults under the Order, and does not remedy such default within ten (10) days after receiving written notice thereof from PACE Engineers Group or third party suppliers, or is in bankruptcy, insolvency, dissolution, or receivership proceedings. Upon termination of this license, PACE Engineers Group or third party suppliers may repossess the Software and all copies without further notice. Promptly upon termination of this license, customer shall immediately cease all use of Licensed Software and return or destroy, as directed by PACE Engineers Group or third party suppliers, all copies of the Software.


6. WARRANTIES

6.1 Equipment. Third party equipment is warranted in accordance with the third parties published warranty of the supplier to the extent PACE Engineers Group has the right to such warranty.

Non-complying Equipment returned transportation prepaid to PACE Engineers Group will be repaired or replaced, at third parties option, and return-shipped lowest cost, transportation prepaid. Items subject to wear or burnout through usage (such as lamps or ribbons) shall not be deemed defective because of wear or burnout. Repaired or replaced Equipment shall be warranted for the remainder of the unused warranty term or for 90 days from shipment, whichever is longer.

Under emergency conditions PACE Engineers Group will ship replacement parts to customer before receiving the defective parts from customer. If PACE Engineers Group does not receive the defective parts transportation prepaid within 7 days after shipment of the replacement parts, the customer will pay PACE Engineers Group then-current list price for those parts.

6.2 Software. Licensed Software will materially comply with PACE Engineers Group published user documentation, or with PACE Engineers Group designs or specifications generated specifically for customer and agreed to in writing by the parties, for 12 months from the later of shipment to customer or installation by PACE Engineers Group, but in no event exceeding fourteen (14) months from shipment.

Third Party Suppliers warrants that all Licensed Software will process dates and times in such a manner, that the software will continue to materially comply with Specifications without interruption by dates prior to and during the Year 2000.

Third-party supplier warranties, including any Year 2000 Warranty, shall apply to the extent that they are less than the warranties described in this Agreement. PACE Engineers Group or third party suppliers warrants that the Licensed Software provided under this Agreement was scanned for viruses known to PACE Engineers Group or third party suppliers prior to delivery to carrier or customer. Because viruses could be introduced to the Licensed Software after delivery to carrier or customer, PACE Engineers Group recommends that customer regularly scan Licensed Software with updated virus scanning software.

6.3 General. Services provided by PACE Engineers Group will be provided in a good and workmanlike manner. Unless otherwise expressly agreed to in writing by PACE Engineers Group, PACE Engineers Group shall not be responsible for the application and functional adequacy of the Equipment and Software provided hereunder.

6.4 Exclusions. These warranties shall not apply if a failure or defect is due in whole or in part to: (i) improper use, application, maintenance, operation or installation of the Equipment or Software, or exposure of the Equipment or Software to operating environments outside PACE Engineers Group or third party suppliers specifications; (ii) any modification of the Equipment or Software in a manner inconsistent with the applicable user documentation or not otherwise approved in writing by PACE Engineers Group or third party suppliers; or (iii) use of the Equipment or Software with equipment or software not approved in writing by PACE Engineers Group or third party suppliers. Any costs incurred by PACE Engineers Group in the repair of faults or errors related to these actions shall be reimbursed by customer at PACE Engineers Group then-current rates and customer shall indemnify PACE Engineers Group or third party suppliers against any damages suffered by PACE Engineers Group that are directly related to such faults or errors.

6.5 Limitations.

6.5.1 To the full extent permitted by law and subject to clause 6.5.2, the express warranties in clause 6.1, 6.2 and 6.3 are in substitution for all other terms, conditions, warranties and representations, implied by statute or otherwise and all other terms, conditions, warranties and representations are excluded.

6.5.2 Certain legislation may imply warranties or conditions or impose obligations on PACE Engineers Group which cannot be excluded, restricted or modified or cannot be excluded, restricted or modified except to a limited extent. These terms and conditions must be read subject to those statutory provisions. If those provisions apply, PACE Engineers Group liability for breach of those provisions is limited to: (a) in the case of goods, any one of the following as determined by PACE Engineers Group:
(i) the replacement of the goods or the supply of equivalent goods FOB at PACE Engineers Group facilities;
(ii) the repair of the goods;
(iii)the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(iv)payment of the cost of having the goods repaired;
(b) in the case of services, any one of the following as determined by PACE Engineers Group:
(i) the supplying of the services again; or
(ii) the payment of the cost of having the services supplied again.

6.5.3 To the full extent permitted by law and subject to these terms and conditions including clause 6.5.2, PACE Engineers Group will under no circumstances be liable to Customer for any loss, damage or expense, sustained or incurred, by Customer or any other party, whether direct or indirect, special or consequential, arising directly or indirectly out of any negligence of PACE Engineers Group, the supply, performance or use of any goods or services, or out of any breach by PACE Engineers Group of any contract incorporating these terms and conditions. PACE Engineers Group liability to the Customer, if any, in contract, tort or otherwise, will be reduced by the extent to which the Customer contributed to the loss.

6.5.4 This clause 6.5 will survive termination or cessation of the agreement in which these terms and conditions are incorporated.


7. INDEMNIFICATION, LIMITATION OF LIABILITY

7.1 PACE Engineers Group shall not be responsible for and shall not indemnify the customer against all losses, claims, expenses or damages which may result from any accident, injury, or damage either to persons or property, or from death of any persons.


8. CONFIDENTIAL INFORMATION

The parties may exchange Confidential Information during the performance or fulfillment of the Order. All Confidential Information shall remain the property of the disclosing party and shall be kept confidential by the receiving party for a period of 15 years following the date of disclosure.

Licensed Software, and Unlicensed Software contained on the same media, shall be kept confidential perpetually. These obligations shall not apply to information which is: (i) publicly known at the time of disclosure or becomes publicly known through no fault of recipient, (ii) known to recipient at the time of disclosure through no wrongful act of recipient, (iii) received by recipient from a third party without restrictions similar to those in this section, or (iv) independently developed by recipient.

Each party shall retain ownership of its Confidential Information, including without limitation all rights in patents, copyrights, trade marks and trade secrets. PACE Engineers Group hereby grants customer a non-exclusive license to use PACE Engineers Group Confidential Information delivered during the performance or fulfillment of the Order to evaluate any work proposed or performed by PACE Engineers Group. Customer hereby grants PACE Engineers Group a non-exclusive license to use customer Confidential Information to prepare and perform work for customer. Neither party may transfer or disclose Confidential Information or assign their rights or obligations under this section without the prior written consent of the disclosing party. All other transfers or assignments shall be null and void.


9.COMPLIANCE WITH LAWS

Customer shall comply with all local laws and regulations applicable to the installation, use, or import of the Equipment and Licensed Software. Customer shall comply with all applicable export control laws and regulations of the United States and any other country having proper jurisdiction and shall obtain all necessary export licenses in connection with any subsequent export, re-export, transfer and use of all products, technology and software delivered under an Order. Customer shall not sell, transfer, export or re-export any PACE Engineers Group Products for use in activities which involve the design, development, production, use or stockpiling of nuclear, chemical or biological weapons or missiles, nor use PACE Engineers Group Products in any facility which engages in activities relating to such weapons or missiles. In addition, PACE Engineers Group Products may not be used in connection with any activity involving nuclear fission or fusion, or any use or handling of any nuclear material until customer, at no expense to PACE Engineers Group, has insurance coverage, indemnities, and waivers of liability, recourse and subrogation, acceptable to PACE Engineers Group and adequate in PACE Engineers Group opinion to protect PACE Engineers Group against any type of liability.


10. CHANGES

Customer shall have the right to make changes within the scope of an Order; however, all such changes are subject to acceptance by PACE Engineers Group. If any change causes an increase or decrease in the price, or in the time required for performance, an equitable adjustment shall be made shall be modified in writing accordingly.

PACE Engineers Group shall not be obligated to proceed with any change until an Order amendment has been issued by customer. Payment terms applicable to any change in scope shall be mutually agreed upon and documented in the Order amendment and accepted in writing by PACE Engineers Group.


11. DOCUMENTATION

Unless otherwise expressly noted in an Order, the types and quantities of documentation to be supplied by PACE Engineers Group shall be as specified in PACE Engineers Group proposal and all documentation will be written in the English language. If the Order provides for customer approval of PACE Engineers Group drawings, PACE Engineers Group will allow for one revision to each drawing submittal at no added charge, provided the customer requested revision does not alter the scope of the work to be performed. Copies of or revisions to, PACE Engineers Group supplied documentation beyond the quantities allowed per the above can be furnished for an added charge.


12. CANCELLATION

Customer may terminate an Order in whole or in part at any time within 7 days of issue on “normally stocked” items as determined by PACE Engineers Group or third-party suppliers by serving upon PACE Engineers Group a written notice setting for the portion of the Order affected and the date on which said termination is to be effective. In the event of any such termination, customer will reimburse PACE Engineers Group for all unrecoverable costs and expenses incurred or committed directly incident to the Order to the date of cancellation along with applicable overhead costs, reasonable cancellation charges, and a reasonable profit, but shall not be liable for any loss of profits on the portion thereof so canceled. Customers may not terminate an Order in whole or part at any time on “indent” or “non-stocked” as determined as determined by PACE Engineers Group or third-party suppliers. In the event of such termination a 90% restocking fee will apply on the value of the Order.


13. GENERAL

Any change to or waiver under these terms and conditions must be in writing signed by PACE Engineers Group and waiver in one case shall not be waiver in a subsequent case. No rights are granted except as expressly granted in these terms and conditions. Provisions herein which by their very nature are intended to survive termination, cancellation or completion of the Order shall so survive such termination, cancellation or completion. Notwithstanding anything to the contrary in other documents integrated with this Order, these terms and conditions shall govern with respect to all Confidential Information and Software delivered under the Order.

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