Terms & Conditions of Purchase

---

Intelligent Robotics Pty Ltd (ABN  91 673 184 775)  TERMS AND CONDITIONS OF PURCHASE

These terms and conditions form the basis of all contracts of purchase between Intelligent Robotics (including any of its subsidiaries, associated companies or affiliates) and any suppliers to any company in the Intelligent Robotics group of companies unless there is a signed agreement in place between the parties in which case the terms of such agreement apply in substitution for these terms and conditions.

1. Definitions and Interpretation In these Terms and any Contract, unless the contrary intention appears:

1.1. Applicable Requirements means all statutes, regulations, statutory instruments, delegated or subordinated legislation, codes of practice and standards (both general and industry specific), that are applicable to the supply and delivery of the Products, the performance by Supplier of its obligations under these Terms or any Contract, or otherwise applicable to Supplier.

1.2. Business Day means a day that is not a Saturday, Sunday or public holiday in Australia or, for deliveries of Products, at the place of delivery.

1.3. Contract means a contract of sale as referred to in clause 2.6.

1.4. Delivery Terms means the delivery terms specified in an Order.

1.5. Good Industry Practice means: (a) in the context of manufacturing of Products, that the degree of skill, diligence, prudence and foresight that would reasonably and ordinarily be expected from a skilled and experienced manufacturer engaged in the same type of undertaking under the same or similar circumstances at the time; and (b) in the context of the performance of Products, means that the Products perform as would reasonably and ordinarily be expected if manufactured in accordance with Good Industry Practice, and also meet and perform to all applicable industry standards;

1.6. GST has the same meaning as in the Goods and Services Tax Act 1999.

1.7. Insolvency Event means anything that reasonably indicates that there is a significant risk that a party is or will become unable to pay its debts as they fall due, including: (a) any step being taken to make the party bankrupt, wind the party up or to have a receiver, administrator, liquidator or statutory manager appointed to or in respect of the party or any of its assets; or (b) a meeting of the party's creditors being called or held, or the party entering into any type of arrangement with, or assignment for, the benefit of all or any of its creditors.

1.8. Intellectual Property Rights includes copyright and all worldwide rights conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know how, moral rights and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property;

1.9. New Intellectual Property has the meaning given to it in clause 7.4.

1.10. Order means a purchase order for Products which has been accepted or is deemed to have been accepted by Supplier under clause 2.2.

1.11. Price means the price for the Products payable by Intelligent Robotics to Supplier under clause 3.1, as specified in the relevant Order.

1.12. Products mean the goods purchased or to be purchased by Intelligent Robotics from Supplier which are the subject of a Contract.

1.13. Security Interest means any security interest, debenture, mortgage, charge (whether fixed or floating), pledge, lien, right of redemption, option, restriction, right of first refusal, third party right or interest, tax charge or lien, other encumbrance or security interest of any kind, or another type of preferential arrangement (including, without limitation, a title of transfer or retention arrangement) having similar effect.

1.14. Intelligent Robotics means Intelligent Robotics Pty Ltd incorporated in Australia and to the extent these Terms or any Contract confer a benefit on Intelligent Robotics, includes any of its Page 2 of 6 subsidiaries, associated companies or affiliates comprising the Intelligent Robotics group.

1.15. Supplier means the person who is to supply Products to Intelligent Robotics under a Contract.

1.16. Supplier Pre-Existing Intellectual Property has the meaning given to it in clause 7.3.

1.17. Terms means these terms and conditions of purchase.

2. Orders

2.1. Intelligent Robotics may from time to time request the Supplier to supply it with quantities of Products. Any such supply is non-exclusive. It does not restrict Intelligent Robotics’ right to contract with others, or to procure itself, goods identical to or similar to the Products.

2.2. All orders for Products will be placed by Intelligent Robotics, specifying the Price payable, in writing using its standard purchase order form. Supplier acknowledges that, unless Intelligent Robotics has given Supplier a binding purchase order form, Intelligent Robotics shall be under no obligation to purchase any Products from Supplier, notwithstanding any representation by or on behalf of Intelligent Robotics of its likely requirements.

2.3. Supplier must confirm acceptance of each order of Products or notify any reason for non-acceptance, in writing within 2 Business Days of receipt.

2.4. All orders which are not responded to within that period will be deemed to have been accepted by Supplier.

2.5. Once accepted or deemed to have been accepted by Supplier, an Order is final and binding upon the parties.

2.6. Upon the acceptance or deemed acceptance of each Order by Supplier, a separate contract of sale (Contract) will arise. Each Contract will comprise the accepted Order and these Terms. If there is any inconsistency between these Terms and another provision in a Contract then the other provision will prevail over these Terms only to the extent of the inconsistency.

2.7. For the avoidance of doubt, no terms or conditions of Supplier, including any terms or conditions printed on or referred to in any Product list, acceptance of an Order or other documentation, will be binding on Intelligent Robotics or have any legal effect unless expressly agreed to in writing by Intelligent Robotics.

2.8. Supplier must supply Products to Intelligent Robotics in accordance with the relevant Order.

3. Price and Payment

3.1. Intelligent Robotics will pay the Price for Products delivered to it, on the last working day of the month following the date of Supplier's invoice or such other period as is specified in the relevant Order.

3.2. The Price as specified on the Order will be the Price, provided that if the Supplier’s price for such products is lower on the day of acceptance or if Supplier has reduced its prices for any Products between the date of acceptance or deemed acceptance of the relevant Order and the date of dispatch, the Price valid at the date of dispatch will apply.

3.3. The Price will be in the currency specified on the Order or if no currency is specified then the currency will by AUD.

3.4. The Price includes the cost of wrapping, packing, cartons and crating unless specifically stated otherwise in the relevant Order.

3.5. Intelligent Robotics may withhold payment of the Price under any Contract for Products which do not comply with Supplier's obligations under clause 4.1 and 4.3 or Supplier's warranties under clause 5.1 or are otherwise defective, and may set-off any amounts owed by Supplier to Intelligent Robotics under any Contract or these Terms against the Price payable by Intelligent Robotics under any Contract.

3.6. Unless GST is expressly included, the consideration payable under any Contract for any supply made under or in connection with the Contract does not include GST (if any is payable) which must be paid as an additional amount.

4. Supply of Product

4.1. Supplier must supply the Products to Intelligent Robotics in the quantities, at the delivery time, and in accordance with the Delivery Terms specified in the relevant Order. Page 3 of 6

4.2. Time of delivery is of the essence in each Contract.

4.3. Supplier must deliver the Products (unless there is an agreement for Intelligent Robotics to collect):

4.3.1. in the manner and at the place specified in the relevant Order in accordance with the Incoterm specified in the Order or if no Incoterm is specified then DDP (Delivered Duty Paid) Incoterms 2010;

4.3.2. properly labelled and packaged so as to ensure no damage occurs during transportation and delivery to Intelligent Robotics;

4.3.3. accompanied by a delivery note and a packing slip describing the contents of each package or container showing the weight, quantity and relevant purchase order number, and the names of the shipping company and the ship if applicable; and

4.3.4. in accordance with any special instructions contained in the relevant Order.

4.4. Supplier must provide to Intelligent Robotics a detailed dispatch note on the date of dispatch of each shipment of Products separate from the Products and the relevant invoice.

4.5. Intelligent Robotics agrees to accept delivery of the Products at the times specified in the relevant Order, or if not specified at any time between 8.00am and 3.30pm on a Business Day at the place of delivery.

4.6. Supplier may deliver the Products by separate instalments only with Intelligent Robotics' prior written consent.

4.7. Intelligent Robotics has no obligation to inspect the Products upon delivery. Intelligent Robotics' acceptance of Products upon delivery does not constitute any waiver of any of Intelligent Robotics' rights under these Terms or the relevant Contract and is without prejudice to any right or remedy it may have in respect of defective Products.

4.8. Supplier must replace any Product which is not accepted by Intelligent Robotics within 10 Business Days or such period of time as agreed.

4.9. Risk in and title to the Products passes to Intelligent Robotics on delivery. Supplier must fully insure the Products against loss, destruction and damage until such time as risk passes to Intelligent Robotics.

5. Product Warranties 5.1. Supplier warrants that, at the time of delivery and for a period of 12 months thereafter or such longer period as specified in the relevant Order, all Products supplied by it to Intelligent Robotics under a Contract will:

5.1.1. be of merchantable quality;

5.1.2. be of sound workmanship;

5.1.3. be free from defects and faulty materials;

5.1.4. comply with all specifications, and correspond with all samples, for those Products provided by Supplier; and

5.1.5. be fit for the purpose for which they are intended and in accordance with Good Industry Practice.

5.2. If a Product does not comply with any of the warranties set out in clause 5.1, without prejudice to any other right or remedy which Intelligent Robotics may have, upon Supplier receiving written notice from Intelligent Robotics that any Product does not comply with Supplier's warranties, Supplier must, at Intelligent Robotics' option:

5.2.1. collect any such defective Product, or make alternative transport arrangements for such defective Product to be returned to Supplier, repair or replace the defective Product, and deliver the repaired or replacement Product to Intelligent Robotics within 10 Business Days (or such longer period as agreed) of Supplier being notified of the defect; or

5.2.2. pay or reimburse to Intelligent Robotics all costs and expenses required for, or incurred by or on behalf of, Intelligent Robotics to repair or replace all or part of any such defective Product, provided that Supplier will not be liable for a defective Product to the extent the defect arose as a direct result of the improper use or handling of the Product by Intelligent Robotics. Page 4 of 6 6. Additional Obligations

6.1. Supplier must act in good faith in its dealings with Intelligent Robotics.

6.2. Supplier must provide to Intelligent Robotics free of charge all documents required for using, assembling, installing, processing, storing, operating, servicing, inspecting, maintaining or repairing the relevant Products.

6.3. Supplier must take out and maintain at its cost adequate insurance, including public and product liability insurance, with a reputable insurer in respect of its obligations under these Terms and any Contract with a limit of liability for each and every event of a commercially reasonable amount to cover risk arising from its manufacture or supply of the Products. Within 5 Business Days of Intelligent Robotics' request, Supplier must provide to Intelligent Robotics a certificate of currency of such insurances.

6.4. All drawings, standards, guidelines, instructions, specifications, methods of analysis, formulae and other documents provided by Intelligent Robotics to Supplier will remain the property of Intelligent Robotics.

6.5. Supplier must comply with all Applicable Requirements.

7. Warranties, Indemnity and Intellectual Property

7.1. Supplier warrants that:

7.1.1. it has all necessary licences, approvals, permits and consents to supply the Products in accordance with these Terms and any Contract;  

7.1.2. it will supply the Products in accordance with all Applicable Requirements;  

7.1.3. it has the necessary skills, experience, qualifications, resources, technology and know-how to supply the Products in accordance with these Terms and any Contract; and

7.1.4. upon delivery Intelligent Robotics will obtain legal and beneficial ownership of the Products free from any Security Interest.

7.1.5. that the Products or the use of them by Intelligent Robotics do not and will not infringe upon or violate any Intellectual Property Rights of any third party.

7.2. Supplier releases and indemnifies Intelligent Robotics, its related bodies corporate, and their respective officers, employees, consultants and agents from and against all actions, claims, proceedings and demands (including those brought by third parties) which may be brought against it or them, whether on their own or jointly with Supplier, and whether at common law, in equity, pursuant to statute or otherwise, in respect of any loss, death, injury, illness or damage (whether personal or property, and whether direct or consequential, including consequential financial loss) arising out of:  

7.2.1. a breach of Supplier's warranties or obligations contained in these Terms or any Contract; or

7.2.2. any negligent or wrongful act or omission by or on behalf of Supplier; and

7.2.3. from and against all damages, reasonable costs and expenses incurred in satisfying, defending or settling any such claim, proceeding or demand.

7.3. The Supplier agrees that all Intellectual Property arising from its supply of Products to Intelligent Robotics shall be the absolute property of Intelligent Robotics, except for Intellectual Property in standard Products produced by the Supplier which are not manufactured or fabricated to specifications owned by, or prepared for, Intelligent Robotics which shall remain the property of the Supplier (Supplier Pre-existing Intellectual Property).

7.4. All New Intellectual Property held in any medium, whether electronic or otherwise, paid for by Intelligent Robotics and forming part of the Products supplied under any Contract, shall be owned by Intelligent Robotics. New Intellectual Property means all Intellectual Property Rights collated, collected, prepared or created by Supplier (or persons acting on behalf of Supplier) in providing the Product (but not including Supplier Pre-existing Intellectual Property).

7.5. Unless otherwise provided in any Order, all plans, drawings, and specifications prepared or supplied by or on behalf of Intelligent Robotics and any patterns made from them (including all Intellectual Property Rights in such plans, drawings, specifications and patterns) shall be and remain the property of Intelligent Robotics, and shall be used by the Supplier only in the performance of the Order and shall be returned by Supplier to Intelligent Robotics on completion of the Order if so requested by Intelligent Robotics. Page 5 of 6 7.6. Supplier grants to Intelligent Robotics, or agrees to procure for the benefit of Intelligent Robotics, a non-exclusive, perpetual, transferable and royalty-free licence to use and copy Pre-existing Intellectual Property to the extent reasonably required to enable Intelligent Robotics to make use of the Products or any New Intellectual Property derived from the Products.

8. Termination

8.1. Either party may terminate a Contract by giving 7 days' written notice to the other party if:  

8.1.1. the other party commits a breach (other than a trivial breach causing no material harm) of any provision of the Contract and, where the breach is capable of remedy, fails to remedy the breach within 30 days of receipt of written notice from the first party describing the breach and calling for it to be remedied; or  

8.1.2. an Insolvency Event occurs in relation to the other party.

8.2. Intelligent Robotics may terminate a Contract at any time by giving 10 Business Days' notice.

8.3. A breach of any Contract by Supplier will constitute a breach of all other Contracts by Supplier.

8.4. Upon termination or expiry of a Contract for any reason, Supplier must fulfil any outstanding Orders for Products from Intelligent Robotics under that Contract existing at the date of termination or expiry unless Intelligent Robotics cancels such Orders in writing prior to delivery of the relevant Products.

8.5. If Intelligent Robotics cancels an Order then provided that there has been no default by Supplier under any Contract and Supplier does everything possible to mitigate any cost, Intelligent Robotics will pay to Supplier the reasonable cost incurred by the Supplier in connection with the Order prior to the date of cancellation. On such payments being made by Intelligent Robotics, title to and property in any material or incomplete Products shall pass to Intelligent Robotics.

8.6. Clauses 5, 6.4, 6.5, 7, 8.4 and 9 survive the termination or expiry of a Contract for any reason. Any right that has accrued prior to termination or expiry will not be affected.

9. Dispute Resolution

9.1. If a dispute arises out of or related to these Terms or any Contract, no party may commence court or arbitration proceedings (other than proceedings for urgent interlocutory relief) unless it has complied with this clause 9.

9.2. A party claiming a dispute has arisen out of or related to these Terms or any Contract must give written notice to the other party specifying the nature of the dispute. On receipt of that notice by the other party the parties' representatives must endeavor in good faith to resolve the dispute expeditiously and in any event within 10 Business Days, failing which either party may bring such proceedings as it sees fit.

10. No Security Interest

10.1. Supplier agrees that nothing in these Terms or any Contract gives Supplier a Security Interest over any Products supplied to Intelligent Robotics or any of Intelligent Robotics’ present or after acquired property. Without limiting the preceding sentence, Supplier must not register a financing statement (including a purchase money security interest) on the Personal Property Securities Register under the Personal Property Securities Act 2009 in connection with any Products supplied to Intelligent Robotics.

10.2. Intelligent Robotics does not purchase any Products which are covered by any form of charge or other security (registered or unregistered) and does not give any company or director guarantees in respect of Products purchased.

11. General

11.1. In these Terms and any Contract, unless the contrary intention appears:  

11.1.1. a person includes a corporation, unincorporated association, partnership, joint venture or public, statutory or governmental association or agency;

11.1.2. a statute or regulation includes an amendment, replacement or re-enactment of that statute or regulation;

11.1.3. where an act is to be performed on a day that is not a Business Day, the act will be required to be performed on the following Business Day. 11.2. Page 6 of 6 11.3. All notices and communications given in connection with these Terms or any Contract must be in writing and will be delivered personally, sent by post or sent by email to the address or email address notified from time to time by the party. Any such notice will be deemed to be validly given:

11.3.1. in the case of delivery, when received;

11.3.2. in the case of posting, on the second day following the date of posting; or

11.3.3. if emailed, one hour after the email is sent unless a return email is received by the sender within that one hour period stating that the addressee’s email address is wrong or that the message cannot be delivered, provided that any notice received after 5 pm on a Business Day or on any day that is not a Business Day will be deemed to have been received on the next Business Day.

11.4. If any provision of these Terms or any Contract is invalid, illegal or unenforceable, these Terms or the Contract (as applicable) take effect (where possible) as if they did not include that provision.

11.5. To waive a right under under these Terms or any Contract, that waiver must be in writing and signed by the waiving party.

11.6. Supplier must not assign or novate or otherwise deal with its rights or obligations under these Terms or any Contract without the prior written consent of Intelligent Robotics. Intelligent Robotics may transfer, assign or novate or deal in any manner with the benefit or burden of these Terms or any Contract without the consent of Supplier.

11.7. Any benefits expressly conferred on any third parties named under these Terms or any Contract are intended to be enforceable by those third parties under the Competition and Consumer Act 2010.

11.8. These Terms and all Contracts are governed by the laws of New South Wales Australia. The parties agree to submit to the exclusive jurisdiction of the courts of New South Wales. Despite the foregoing, Intelligent Robotics reserves the right to bring legal action against Supplier in any other relevant jurisdiction.

11.9. These Terms (together with the Contracts) contain the entire agreement of the parties with respect to their subject matter and may only be amended in writing except that Intelligent Robotics may vary these Terms from time to time by giving no less than 20 Business Days’ written notice to Supplier and any varied terms will apply to all new Orders after such notice period.

11.10. Neither these Terms nor any Contract create a relationship of agency, partnership, joint venture or employment between the parties. Neither party has any authority to act for or incur any liability or obligation on behalf of the other party in any manner.