TERMS AND CONDITIONS OF SALE - 03/06

The following terms and conditions of sale shall apply to and form part of any contract for the supply of goods or services by Davey Bickford Australia Pty Ltd (A.B.N. 37 114 030 894) hereinafter referred to as "the Company"

1. ACCEPTANCE.   All quotations and sales are made in accordance with the Terms and Conditions stated herein.   The Company shall not be bound by the Purchaser's terms and conditions, unless The Company expressly accepts in writing Purchaser's proposals.   The failure of the Purchaser to object to these Terms and Conditions in writing or by electronic transmission at the time of order placement shall constitute an acceptance of these Terms and Conditions of sale.

2. PURCHASE ORDERS.    When ordering, an official order is to be submitted by the Purchaser showing order number, ABN number and full description of the goods or services. Reference to the Company's quote number should also be made (where applicable).

3. INDEMNITY.    Without prejudice to any other rights the Company may have, the Purchaser shall indemnify the Company for any loss, damage or expense incurred by it should the Purchaser breach any term of the contract or cancel any order or part thereof after acceptance by the Company.

4 DELIVERY AND RISK OF LOSS.   The Company's acknowledgement of the Purchaser's order shall not occur until the Company has scheduled delivery and notified the Purchaser in writing or by electronic transmission.   All sales are FIS to the Purchaser unless otherwise specified in writing.   Delivery dates are best estimates only.   The Company reserves the right to make deliveries in instalments and the contract shall be severable as to such instalments.   Delay in delivery or failure to deliver any instalment shall not relieve the Purchaser of its obligation to accept and pay for remaining deliveries.   The Company reserves the right to make shipments at any time within seven (7) calendar days prior to the scheduled delivery date and the Purchaser shall not reject such tendered articles for the sole reason of early delivery. Shipment of all Products shall be scheduled by the Purchaser within six (6) months from the date of the Purchaser's order; all deliveries must be scheduled for completion within six (6) months of the Purchaser's order unless the Company's schedule date exceeds such period.   Risk of loss passes to the Purchaser upon delivery of the goods by the Company.   Claims against the Company for shortages may only be made within ten (10) days after arrival of shipment (if deliveries are made in instalments, a claim for shortage of any instalment may only be made within ten (10) days of the arrival date of such instalment).   In no event shall the Company be liable for any increased costs incurred by the Purchaser, cost of cover, loss of profits, goodwill, or any incidental or consequential damages, by reason of any delay in delivery or failure to deliver.

5. RETENTION OF TITLE.    While risk in the goods shall pass on delivery, legal and equitable title in the goods shall remain with the Company until full payment for all goods or services supplied by the Company to the Purchaser is made. Pending such payment the Purchaser shall hold the goods as bailee for the Company and shall return the goods to the Company if so requested. Not withstanding the foregoing, the Purchaser as fiduciary may sell or deal with the goods in the ordinary course of its business whereupon the bailment shall immediately terminate. The Purchaser shall, if required by the Company, identify the goods as belonging to the Company.

6. ADDITIONAL CHARGES. The Company reserves the right to charge the Purchaser for any costs, charges or expenses whatsoever that the Company may incur as a result of any special requirements or stipulations of the Purchaser accepted by the Company but not provided for in the contract.

7. CLAIMS.   The Purchaser shall inspect the goods immediately upon delivery and, if the goods are damaged or not otherwise in conformity with the contract relating to their supply, shall give written notice to the Company of the allegations and details in respect thereof within seven days of delivery. Any such goods shall be left in the state and condition in which they were delivered until such time as the Company or its duly authorised agent has inspected the goods, such inspection to be carried out within a reasonable time after notification by the Purchaser. If the goods are not so left in the state and condition in which they were delivered, the Purchaser shall be deemed to have accepted the goods and shall pay the purchase price therefore.

8. TECHNICAL ASSISTANCE.   The Company's warranty shall not be enlarged, and no obligation or liability shall arise by reason of the Company's rendering of technical advice and/or assistance, computerized data, facilities or service in connection with the Purchaser's order or the Products ordered or furnished.   Unless otherwise agreed in writing, all such technical advice and/or assistance will be provided gratis, and Purchaser assumes sole responsibility for results obtained in reliance thereon.

9 PATENT AND COPYRIGHT INDEMNIFICATION.   (a) The Company shall defend at its expense any actions against the Purchaser based on a claim that any Products furnished hereunder directly infringe an Australian patent or copyright, and to pay costs and damages finally awarded in any such action, provided that The Company is notified promptly in writing of the action and, at the Company's request and at its expense, is given (1) control of said action, and (2) all requested reasonable assistance from the Purchaser for the defence of same.   If the use or sale of Products furnished hereunder is enjoined as a result of such action, the Company, at its option and at no expense to the Purchaser, shall obtain for the Purchaser the right to use and sell said Products or shall substitute reasonably equivalent Products to the Purchaser and shall extend this indemnity thereto, or the Company shall accept the return of the Products and reimburse the Purchaser the purchase price paid therefore. This indemnity does not extend to any action based upon any infringement or alleged infringement of any patent or copyright by the combination of any Products furnished by the Company with any other products or services, nor does it extend to any Products of the Purchaser's design or made to the Purchaser's specifications.   In no event shall the Company's liability to the Purchaser with respect to a particular order exceed the aggregate sum paid to the Company by the Purchaser for the infringing or alleged infringing Products under said order.   The foregoing states the entire liability of the Company for patent or copyright infringement.

(b) The Purchaser agrees to defend at its expense any actions against the Company based on a claim that any Products furnished hereunder from the Company to the Purchaser which were designed by the Purchaser or made to the Purchaser's specifications infringe any patent or copyright and to pay costs and damages finally awarded in any such action, provided that the Purchaser is notified promptly in writing of the action and, at the Purchaser's request and at its expense, is given (1) control of said action, and (2) all requested reasonable assistance from the Company for defence of same. This indemnity does not extend to any action based upon any infringement or alleged infringement of any patent or copyright by the combination of any products furnished by the Purchaser with other products. The foregoing states the entire liability of the Purchaser for patent and copyright infringement.

(c) The sale of the Products furnished hereunder does not convey any license by implication, estoppel, or otherwise, under any Patent or other property rights of the Company covering combinations of these Products with other products.

(d) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING THOSE ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS OR COPYRIGHTS.

10. WARRANTIES.    To the extent permitted by law all implied conditions, warranties and undertakings are expressly excluded. Except as provided in the clause the Company shall not be liable for any loss or damage, whether direct or indirect (including consequential losses or damage) arising out of any breach of contract by the Company or any negligence of the Company, its employees or agents. Should the Company be liable for breach of a condition or warranty implied by Division 2 of Part V of the Trade Practise Act 1947 (not being a condition or warranty implied by Section 69 of that Act), then its liability for such breach shall be limited, as its option to any one or more of the following:

(a) in the case of goods:

(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;

(iv) the payment of the cost of having the goods repaired.

(b) in the case of services:

(i) the supply of the services again;

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

11. WARNINGS.   Purchaser acknowledges that there may be risks and liability resulting from the use of the Products and that the Purchaser has received and is familiar with the Company's labelling and literature concerning such Products. The Purchaser specifically undertakes not to permit any persons not skilled and appropriately trained in the handling and use of the Products to handle or use the Products. The Purchaser will provide the information contained in the Company's labelling and literature to the Purchaser's employees and any others who may handle or use such Products.

12. All prices are quoted exclusive of GST.

13. PAYMENT.

(a) The extension of credit shall be at the absolute discretion of the Company and where extended unless otherwise advised in writing shall require payment by net cash within 30 days of the end of the month in which the goods are delivered.

(b) Without in any way limiting the Company's right to require payment in full on the due date, the Company may charge interest on overdue accounts at the rate of 2.5% above the National Australia Bank's variable Benchmark lending rate as from time to time applicable.

(c) The Purchaser agrees that the Company shall be entitled to use the services of a credit agency from time to time to obtain information concerning the Purchaser (and where the Purchaser is a company, its Directors) in order to assess the Purchaser's credit worthiness.

(d) Any expenses costs or disbursements incurred by the Company in recovering or attempting to recover any outstanding monies including the debt collection agency fees and solicitor's costs shall be paid by the Purchaser, providing that those fees do not exceed the scale charges as charged by that debt collection agency/solicitor and in any event the commission is not to exceed 18% of the debt value, plus out of pocket expenses.

14. DISPUTES.   In the event of any dispute between the parties arising out of the supply of goods or services by the Company to the Purchaser, either party may give written notice of the existence of such dispute to the other whereupon both parties shall immediately attempt to resolve the dispute in good faith. The parties shall consider using Assisted Dispute Resolution procedures in any attempt to resolve the dispute. Failing resolution of the dispute, either party may refer the matter to arbitration or to a court of competent jurisdiction. The applicable law shall be that of the State or Territory of acceptance of the Purchaser's order by the Company.