Terms and Conditions

6.1 The quantity, quality, and description of the Product are, unless otherwise agreed, as set out in the Quote.
6.2 The Quote, once accepted by Enviro, forms part of the Contract and may not be terminated except pursuant to clause 16.
6.3 Any associated costs incurred by Enviro as a result of insuring or transporting the Product from the point where the risk of loss passes to the Client shall be invoiced to and paid by the Client.

7. Delivery of the Product

7.1 Delivery is deemed complete when the Product is delivered to the location specified in the Contract.
7.2 Any time or date given by Enviro to the Client for delivery of the Product is an estimate only.
7.3 Enviro will not be liable for any delay, failure or inability to deliver the Product. The Client will not be entitled to terminate the Contract because
of any delay in delivery
7.4 Prior to delivery of the Product, Enviro may, at its own expense, carry out any tests on the Product in accordance with Enviro’s standards and
testing procedures. Any additional tests, procedures and associated documentation required by the Client are at the Client’s expense.

8. General Risk

8.1 If Enviro retains ownership of the Product under clause 10 then:
(a) Enviro all risk for the Product shall immediately pass to the Client on delivery and the Client must insure the Product on or before delivery. Delivery of the Product shall be deemed to have taken place immediately at the time that either:
(i) the Client or the Client’s nominated carrier takes possession of the Product at Enviro’s address; or
(ii) the Product are delivered by Enviro or Enviro’s nominated carrier to the Client’s nominated delivery address (even if the Client is not present at the address).
8.2 Notwithstanding the provisions of clause 8.1 if the Client specifically requests Enviro to leave the Product outside Enviro’s premises for collection or to deliver the Materials to an unattended location then such materials shall always be left at sole risk of the Client and it shall be the Client’s responsibility to ensure the Product is insured adequately or at all. In the event that such Product is lost, damaged or destroyed then replacement of the Product shall be at the Client’s expense.
8.3 The Client acknowledges that Enviro is only responsible for parts that are replaced by Enviro and does not at any stage accept any liability in respect of previous services and/or goods supplied by any other third party that subsequently fail and found to be the source of the failure, the Client agrees to indemnify Enviro against any loss or damage to the Product, or caused by the goods, or any part thereof howsoever arising.

9. Dimensions, Plans and Specifications

9.1 All customary industry tolerances shall apply to the dimensions and measurements of the Product unless Enviro and the Client agree otherwise
in writing.
9.2 Where the Client is to supply Enviro with any design plans or specifications the Client shall be responsible for providing accurate data. Enviro
shall not be liable whatsoever for any errors in the materials that are caused by incorrect or inaccurate data being supplied by the Client.
9.3 If the giving of an estimate or quotation for the supply of Materials involves Enviro estimating measurements and quantities, it shall be the
responsibility of the Client to verify the accuracy of Enviro’s estimated measurements and quantities, before the Client places an order based
on such estimate or accepts such quotation.
9.4 Should the Client require any changes to Enviro’s estimated measurements and quantities, the Client shall request such changes in writing,
in the case of an estimate before placing an order based on that estimate and in the case of a quotation before acceptance of that quotation.

10. Title

10.1 Enviro and the Client agree that ownership of the Product shall not pass until:
(a) the Client has paid Enviro all amounts owing to Enviro; and
(b) the Client has met all of its other obligations to Enviro.
10.2 Receipt by Enviro of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured,
cleared or recognised.
10.3 It is further agreed that:
(a) until ownership of the Product passes to the Client in accordance with clause 10.1 that the Client is only a bailee of the Product and unless
the Product have become fixtures must return the Product to Enviro on request.
(b) the Client holds the benefit of the Client’s insurance of the Product on trust for Enviro and must pay to Enviro the proceeds of any insurance
in the event of the Product being lost, damaged or destroyed.
(c) the production of these terms and conditions by Enviro shall be sufficient evidence of Enviro’s rights to receive the insurance proceeds
direct from the insurer without the need for any person dealing with Enviro to make further enquiries.
(d) the Client must not sell, dispose, or otherwise part with possession of the Product other than in the ordinary course of business and for
market value. If the Client sells, disposes or parts with possession of the Product then the Client must hold the proceeds of any such act
on trust for Enviro and must pay or deliver the proceeds to Enviro on demand.
(e) the Client should not convert or process the Product or intermix them with other goods but if the Client does so then the Client holds the
resulting product on trust for the benefit of Enviro and must sell, dispose of or return the resulting product to Enviro as it so directs.
(f) unless the Product have become fixtures the Client irrevocably authorises Enviro to enter any premises where Enviro believes the Product
is kept and recover possession of the Product.
(g) Enviro may recover possession of any Product in transit whether or not delivery has occurred.
(h) the Client shall not charge or grant an encumbrance over the Product nor grant nor otherwise give away any interest in the Product while
it remains the property of Enviro.
(i) Enviro may commence proceedings to recover the Contract Price of the Product sold notwithstanding that ownership of the Product has
not passed to the Client.

11. Personal Property Securities Act 2009 (“PPSA”)

11.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the
PPSA.
11.2 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions constitute a
security agreement for the purposes of the PPSA and creates a security interest in the Product that has previously been supplied and that will
be supplied in the future by Enviro to the Client.

11.3 The Client undertakes to:
(a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in
all respects) which Enviro may reasonably require to:
(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities
Register;
(ii) register any other document required to be registered by the PPSA; or
(iii) correct a defect in a statement referred to in clause 11.3(a)(i) or 11.3(a)(ii);
(b) indemnify, and upon demand reimburse, Enviro for all expenses incurred in registering a financing statement or financing change statement
on the Personal Property Securities Register established by the PPSA or releasing any Product charged thereby;
(c) not register a financing change statement in respect of a security interest without the prior written consent of Enviro;
(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Product in favour of a third
party without the prior written consent of Enviro; and
(e) immediately advise Enviro of any material change in its business practices of selling the Product which would result in a change in the
nature of proceeds derived from such sales.
11.4 Enviro and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and
conditions.
11.5 The Client hereby waives its rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
11.6 The Client waives its rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
11.7 Unless otherwise agreed to in writing by Enviro, the Client waives its right to receive a verification statement in accordance with section 157
of the PPSA.
11.8 The Client shall unconditionally ratify any actions taken by Enviro under clauses 11.3 to 11.5.
11.9 Subject to any express provisions to the contrary (including those contained in this clause 17) nothing in these terms and conditions is intended
to have the effect of contracting out of any of the provisions of the PPSA.

12. Security and Charge

12.1 In consideration of Enviro agreeing to supply the Product, the Client charges all of its rights, title and interest (whether joint or several) in any
land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client
of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
12.2 The Client indemnifies Enviro from and against all Enviro’s costs and disbursements including legal costs on a solicitor and own client basis
incurred in exercising Enviro’s rights under this clause.
12.3 The Client irrevocably appoints Enviro and each director of Enviro as the Client’s true and lawful attorney/s to perform all necessary acts to
give effect to the provisions of this clause 12 including, but not limited to, signing any document on the Client’s behalf.

13. Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)

13.1 The Client must inspect the Product on delivery and must within seven (7) days of delivery notify Enviro in writing of any evident defect/damage,
shortage in quantity, or failure to comply with the description or quote. The Client must notify any other alleged defect in the Product as soon
as reasonably possible after any such defect becomes evident. Upon such notification, the Client must allow Enviro to inspect the Product .
13.2 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-
Excluded Guarantees).

13.3 Enviro acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
13.4 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, Enviro makes no warranties or other
representations under these terms and conditions including but not limited to the quality or suitability of the Product. Enviro’s liability in respect
of these warranties is limited to the fullest extent permitted by law.
13.5 If the Client is a consumer within the meaning of the CCA, Enviro’s liability is limited to the extent permitted by section 64A of Schedule 2.
13.6 If Enviro is required to replace any Product under this clause or the CCA, but is unable to do so, Enviro may refund any money the Client has
paid for the Product.
13.7 If Enviro is required to rectify, re-supply, or pay the cost of re-supplying the Product under this clause or the CCA, but is unable to do so, then
Enviro may refund any money the Client has paid for the Product but only to the extent that such refund shall take into account the value of
Product which has been provided to the Client which were not defective.
13.8 If the Client is not a consumer within the meaning of the CCA, Enviro’s liability for any defect or damage in the Product is:
(a) limited to the value of any express warranty or warranty card provided to the Client by Enviro at Enviro’s sole discretion;
(b) limited to any warranty to which Enviro is entitled, if Enviro did not manufacture the Product;
(c) otherwise negated absolutely.
13.9 Subject to this clause 13, returns will only be accepted provided that:
(a) the Client has complied with the provisions of clause 13.1; and
(b) Enviro has agreed that the Product is defective; and
(c) the Product is returned within a reasonable time at the Client’s cost (if that cost is not significant); and
(d) the Product is returned in as close a condition to that in which they were delivered as is possible.
13.10 Notwithstanding clauses 13.1 to 13.9 but subject to the CCA, Enviro shall not be liable for any defect or damage which may be caused or
partly caused by or arise as a result of:
(a) the Client failing to properly maintain or store any Product;
(b) the Client using the Materials for any purpose other than that for which they were designed;
(c) the Client continuing to use any Product after any defect became apparent or should have become apparent to a reasonably prudent
operator or user;
(d) interference with the Product by the Client or any third party without Enviro’s prior approval;

(e) the Client failing to follow any instructions or guidelines provided by Enviro;
(f) fair wear and tear, any accident, or act of God.
13.11 In the case of second hand Product, unless the Client is a consumer under the CCA, the Client acknowledges that it has had full opportunity
to inspect the second-hand Product prior to delivery and accepts them with all faults and that to the extent permitted by law no warranty is
given by Enviro as to the quality or suitability for any purpose and any implied warranty, statutory or otherwise, is expressly excluded. The
Client acknowledges and agrees that Enviro has agreed to provide the Client with the second-hand Product and calculated the Contract Price
of the second-hand Product in reliance of this clause 13.11.
13.12 Enviro may in its absolute discretion accept non-defective Materials for return in which case Enviro may require the Client to pay handling fees
of up to ten percent (10%) of the value of the returned Product plus any freight costs.
13.13 Notwithstanding anything contained in this clause if Enviro is required by a law to accept a return then Enviro will only accept a return on the
conditions imposed by that law.

14. Intellectual Property

14.1 Where Enviro has designed, drawn, written plans or a schedule of Product for the Client, then the copyright in all such designs, drawings,
documents, plans, schedules and products shall remain vested in Enviro, and shall only be used by the Client at Enviro’s discretion. Under no
circumstances may such designs, drawings and documents be used without the express written approval of Enviro.
14.2 The Client warrants that all designs, specifications or instructions given to Enviro will not cause Enviro to infringe any patent, registered
design or trademark in the execution of the Client’s order and the Client agrees to indemnify Enviro against any action taken by a third party
against Enviro in respect of any such infringement.
14.3 The Client agrees that Enviro may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs,
drawings, plans or products which Enviro has created for the Client.

15. Default and Consequences of Default

15.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a
half percent (2.5%) per calendar month (and at Enviro’s sole discretion such interest shall compound monthly at such a rate) after as well as
before any judgment.
15.2 If the Client owes Enviro any money the Client shall indemnify Enviro from and against all costs and disbursements incurred by Enviro in
recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Enviro’s contract
default fee, and bank dishonour fees).
15.3 Without prejudice to any other remedies Enviro may have, if at any time the Client is in breach of any obligation (including those relating to
payment) under these terms and conditions Enviro may suspend or terminate the supply of the Product to the Client. Enviro will not be liable
to the Client for any loss or damage the Client suffers because Enviro has exercised its rights under this clause.
15.4 Without prejudice to Enviro’s other remedies at law Enviro shall be entitled to cancel all or any part of any order of the Client which remains
unfulfilled and all amounts owing to Enviro shall, whether or not due for payment, become immediately payable if:
(a) any money payable to Enviro becomes overdue, or in Enviro’s opinion the Client will be unable to make a payment when it falls due;
(b) the Client has exceeded any applicable credit limit provided by Enviro;
(c) the Client becomes insolvent or bankrupt, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors,
or makes an assignment for the benefit of its creditors; or
(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

16. Cancellation

16.1 Without prejudice to any other remedies Enviro may have, if at any time the Client is in breach of any obligation (including those relating to
payment) under these terms and conditions Enviro may suspend or terminate the supply of the Product to the Client. Enviro will not be liable
to the Client for any loss or damage the Client suffers because Enviro has exercised its rights under this clause.
16.2 Enviro may cancel any contract to which these terms and conditions apply or cancel delivery of the Product at any time before the Product are
delivered by giving written notice to the Client. On giving such notice Enviro shall repay to the Client any sums paid in respect of the Contract
Price, less any amounts owing by the Client to Enviro for manufacturing already performed. Enviro shall not be liable for any loss or damage
whatsoever arising from such cancellation.
16.3 In the event that the Client cancels the delivery of the Product the Client shall be liable for any and all loss incurred (whether direct or indirect)
by Enviro as a direct result of the cancellation (including, but not limited to, any loss of profits).
16.4 Cancellation of orders for a Product made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted once production
has commenced, or an order has been placed.

17. Privacy Act 1988

17.1 The Client agrees for Enviro to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name,
address, D.O.B, occupation, previous credit applications, credit history) about the Client in relation to credit provided by Enviro.
17.2 The Client agrees that Enviro may exchange information about the Client with those credit providers and with related body corporates for the
following purposes:
(a) to assess an application by the Client; and/or
(b) to notify other credit providers of a default by the Client; and/or
(c) to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit
providers; and/or
(d) to assess the creditworthiness of the Client including the Client’s repayment history in the preceding two years.
17.3 The Client consents to Enviro being given a consumer credit report to collect overdue payment on commercial credit.
17.4 The Client agrees that personal credit information provided may be used and retained by Enviro for the following purposes (and for other
agreed purposes or required by):
(a) the provision of Goods; and/or
(b) analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Goods; and/or

(c) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or
(d) enabling the collection of amounts outstanding in relation to the Goods.
17.5 Enviro may give information about the Client to a CRB for the following purposes:
(a) to obtain a consumer credit report;
(b) allow the CRB to create or maintain a credit information file about the Client including credit history.
17.6 The information given to the CRB may include:
(a) personal information as outlined in 17.1 above;
(b) name of the credit provider and that Enviro is a current credit provider to the Client;
(c) whether the credit provider is a licensee;
(d) type of consumer credit;
(e) details concerning the Client’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account
and the amount requested);
(f) advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60)
days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the
Client no longer has any overdue accounts and Enviro has been paid or otherwise discharged and all details surrounding that discharge
(e.g. dates of payments);
(g) information that, in the opinion of Enviro, the Client has committed a serious credit infringement;
(h) advice that the amount of the Client’s overdue payment is equal to or more than one hundred and fifty dollars ($150).
17.7 The Client shall have the right to request (by e-mail) from Enviro:
(a) a copy of the information about the Client retained by Enviro and the right to request that Enviro correct any incorrect information; and
(b) that Enviro does not disclose any personal information about the Client for the purpose of direct marketing.
17.8 Enviro will destroy personal information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil
the obligations of this agreement or is required to be maintained and/or stored in accordance with the law.
17.9 The Client can make a privacy complaint by contacting Enviro via e-mail. Enviro will respond to that complaint within seven (7) days of receipt
and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that
the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at www.oaic.gov.au.

18. Unpaid Seller’s Rights

18.1 Where the Client has left any item with Enviro for repair, modification, exchange or for Enviro to perform any other service in relation to the
item and Enviro has not received or been tendered the whole of any monies owing to it by the Client, Enviro shall have, until all monies owing
to Enviro are paid:
(a) a lien on the item; and
(b) the right to retain or sell the item, such sale to be undertaken in accordance with any legislation applicable to the sale or disposal of
uncollected goods.
18.2 The lien of Enviro shall continue despite the commencement of proceedings, or judgment for any monies owing to Enviro having been obtained
against the Client.

19. Service of Notices

19.1 Any written notice given under this contract shall be deemed to have been given and received:
(a) by handing the notice to the other party, in person;
(b) by leaving it at the address of the other party as stated in this contract;
(c) by sending it by registered post to the address of the other party as stated in this contract;
(d) if sent by facsimile transmission to the fax number of the other party as stated in this contract (if any), on receipt of confirmation of the
transmission;
(e) if sent by email to the other party’s last known email address.
19.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post,
the notice would have been delivered.

20. Trusts

20.1 If the Client at any time upon or subsequent to entering in to the contract is acting in the capacity of trustee of any Trust (“Trust”) then whether
or not Enviro may have notice of the Trust, the Client covenants with Enviro as follows:
(a) the contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust and the trust fund;
(b) the Client has full and complete power and authority under the Trust to enter into the contract and the provisions of the Trust do not purport
to exclude or take away the right of indemnity of the Client against the Trust or the trust fund. The Client will not release the right of
indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity;
(c) the Client will not without consent in writing of Enviro (Enviro will not unreasonably withhold consent), cause, permit, or suffer to happen
any of the following events;
(i) the removal, replacement or retirement of the Client as trustee of the Trust;
(ii) any alteration to or variation of the terms of the Trust;
(iii) any advancement or distribution of capital of the Trust; or
(iv) any resettlement of the trust property.

21. General

21.1 The Client must pay all duty, (including all fines, penalties and interest), and other government imposts payable on or in connection with the
Contract, (including without limitation, registration costs in respect of clause 11 and any transaction contemplated by the Contract, when due
if requested in writing by Enviro.

21.2 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it
affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or
unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
21.3 These terms and conditions and any contract to which they apply shall be governed by the laws of Western Australia, the state in which Enviro
has its principal place of business, and are subject to the jurisdiction of the courts in Western Australia.
21.4 Subject to clause 13 Enviro shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense
(including loss of profit) suffered by the Client arising out of a breach by Enviro of these terms and conditions (alternatively Enviro’s liability
shall be limited to damages which under no circumstances shall exceed the Price of the Product).
21.5 Enviro may licence and/or assign all or any part of its rights and/or obligations under this contract without the Client’s consent.
21.6 The Client cannot licence or assign without the written approval of Enviro.
21.7 The Client agrees that Enviro may amend these terms and conditions by notifying the Client in writing. These changes shall be deemed to
take effect from the date on which the Client accepts such changes.
21.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other
event beyond the reasonable control of either party.
21.9 Both parties warrant that they have the power to enter into this contract and have obtained all necessary authorisations to allow them to do
so, they are not insolvent and that this contract creates binding and valid legal obligations on them.
21.10 The Client agrees that Enviro may use photographs of their vessel for marketing and social media purposes from time to time. If the Client
does not agree, the Client is to notify Enviro in writing.