1. DEFINITIONS AND INTERPRETATIONS

1.1 In these terms and conditions (Terms and Conditions of Sale), unless specified to the contrary, the following words and phrases have the following meanings given to them:

Dingli Australasia means Dingli Australasia Pty Ltd (ACN 663 403 727) or any of its related bodies corporate (as that term is defined in the
Corporations Act 2001 (Cth)) as appropriate.

Agreement means the agreement between Dingli Australasia and the Purchaser set out in these terms and conditions or any other document
issued by Dingli Australasia or accepted by Dingli Australasia from the Purchaser and applies to all Products purchased by the Purchaser from
Dingli Australasia in Australia.

Consequential Loss means any and all:

a) consequential, special, indirect, exemplary or punitive loss, damage, cost, interest, penalty and/ or expense (whether actual, contingent
or prospective) in relation to an event, fact, matter or circumstance; or

b) loss of profits, loss of revenue, loss of goodwill, loss of opportunity and loss of savings, even if such loss could reasonably be considered to arise naturally from an event, fact, matter or circumstance,

whether arising in contract, tort (including negligence), equity or under statute.

Personnel means, in relation to a party, the party’s officers, officeholders, employees, agents and subcontractors.

Product means the goods or products supplied or sold by Dingli Australasia to the Purchaser form time to time.

Product Service means maintenance and servicing of the Product as may be required from time to time under a law, policy, standard or industry practice in Australia.

Purchaser means the purchaser of Products from Dingli Australasia pursuant to these Terms and Conditions of Sale.

Interpretation
1.2 In the interpretation of these Terms and Conditions of Sale, the following provisions apply unless the context otherwise requires:

1.1.1 words importing the singular include the plural and vice versa;

1.1.2 words importing any gender includes both genders;

1.1.3 a reference to any matter or thing includes the whole and each part of it separately;

1.1.4 where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning;

1.1.5 a reference to a natural person includes a Supplier or other corporate body and vice versa;

1.1.6 a reference to any legislation, regulation, code or local law includes any modification, re-enactment or substitution of it;

1.1.7 the obligations imposed by these Terms and Conditions of Sale on or in favour of a party who is a natural person extends to his heirs,
executors, administrators and assigns;

1.1.8 the obligations imposed by these Terms and Conditions of Sale on or in favour of a party which is a Purchaser or other corporate body
includes its successors and assigns;

1.1.9 use of the word “including” is to be read and construed without limitation;

2. PAYMENT AND DELIVERY

2.1 By accepting a Product from Dingli Australasia, the Purchaser agrees to be bound by the terms in this Agreement and the Purchaser agrees that the terms of these Terms and Conditions of Sale shall prevail, notwithstanding any inconsistency, conflict or ambiguity, in any terms and conditions of the Purchaser, to the fullest extent permitted by law.

2.2 When the Purchaser purchases a Product from Dingli Australasia, Dingli Australasia will charge the Purchaser and the Purchaser agrees to pay:

2.2.1 the purchase price for each Product ordered; and

2.2.2 any delivery fee(s), which will be disclosed to the Purchaser at the time the order is placed; and

2.2.3 any administration fees, which will be disclosed to the Purchaser at the time the order is placed.

2.3 All prices, delivery fees and administration fees are in Australian dollars, and include any applicable GST.

2.4 No deliveries will be made while payment is outstanding and Dingli Australasia will retain all legal end equitable title over the Product until it has received payment for the Product in full.

3. INSPECTION AND PRODUCT SERVICE

3.1 The Purchaser acknowledges that it has been afforded the opportunity to inspect the Product, including the opportunity to have a suitably qualified person inspect the Product.

3.2 The Purchaser acknowledges that Dingli Australasia and its Personnel have not made any representations, and the Purchaser has not relied upon any representations by Dingli Australasia or its Personnel, as to the quality or condition of the Product, its compliance with any relevant laws, standards, Product Services or the suitability of the Product for any purpose.

3.3 Unless otherwise agreed to in writing by Dingli Australasia, where a Product Service is required in respect of the Product (whether in the past, present or future), the Purchaser shall be responsible for ensuring that the Product meets the Product Service requirements at its own cost including, but not limited to, the 10 and 15 year major inspections and servicing of the Product (where applicable).

4. TITLE AND RISK

4.1 To the greatest extent permitted by law, any and all risk in a Product passes to the Purchaser upon delivery of the Product and acceptance of a Product will be deemed to be upon inspection of them by the Purchaser and in any event within 1 day after delivery.

4.2 If the Purchaser does not pay Dingli Australasia any amount owing on time or otherwise defaults on any of its obligations under these Terms and Conditions of Sale, Dingli Australasia is entitled to claim any administrative, mercantile collection agent and legal costs (on a full indemnity basis) arising from enforcing these Terms and Conditions of Sale and collecting the outstanding payment(s) from the Purchaser.

4.3 The Purchaser agrees that it is responsible to ensure that the Products purchased from Dingli Australasia conform to the Purchaser’s requirements and are suitable and sufficient for the Purchaser’s purpose.

4.4 If a Purchaser identifies any damage to a Product, it must inform Dingli Australasia in writing within 7 days of delivery, providing details of the damage.

4.5 Other than by agreement, Dingli Australasia will only accept returned Products if it is satisfied that those Products are defective and if required, has carried out an inspection.

4.6 Subject to the Purchaser’s compliance with this clause and/or Dingli Australasia’s agreement, the Purchaser may return the Products and Dingli Australasia will, as appropriate, repair, or replace, or refund the Products or part of them.

4.7 The Purchaser bears the risk and cost of returning a Product.

5. LIMITATION OF LIABILITY

5.1 To the fullest extent permitted by law:

5.1.1 Dingli Australasia shall not be liable for any loss or damage incurred by the Purchaser or any third party, including any damage to property, or for any loss or damage caused by your negligence or the negligence of any third party acting on your behalf, or for any Consequential Loss;

5.1.2 except as set out in these Terms and Conditions of Sale, or as imposed by law, no other term, condition, warranty, representation and/or understanding whether express or implied is given by, or on behalf of Dingli Australasia, in respect of any Products purchased by the Purchaser;

5.1.3 the Purchaser shall rely on its own knowledge and expertise when purchasing a Product from Dingli Australasia for any purpose, and any advice or assistance provided by Dingli Australasia shall be accepted at the Purchaser’s own risk and shall not be deemed to have been given as expert or adviser;

5.1.4 Dingli Australasia shall have no liability for, and will not accept any claims for any Product if:

5.1.4.1 the Purchaser fails to provide the notice set out at clause 4.4 above; and/or

5.1.4.2 the Purchaser makes any further use of such Products after giving notice under clause 4.4 above; and/or

5.1.4.3 the defect arises because the Purchaser did not follow Dingli Australasia’s oral or written instructions about the storage,
commissioning, installation, use and maintenance of the Products; and/or

5.1.4.4 the defect arises from normal wear and tear of the Products; and/or

5.1.4.5 the defect arises from misuse or alteration of the Products, negligence, wilful damage or any other act by Purchaser, Purchaser’s employees or agents or any third parties; and/or

5.1.4.6 after deliver, the Product is not in the condition it was delivered; and/or

5.1.4.7 the Product has been used in a manner in which it was not designed;

5.1.5 the Purchaser acknowledges and agrees that any second hand or used Product sold by Dingli Australasia is expressly purchased and sold “as is”, “where is” and “with all faults” and Dingli Australasia makes no representations or warranties, either express or implied, as to the condition of such Products;

5.1.6 Dingli Australasia shall not be liable under these Terms and Conditions of Sale in respect of any Products to the extent that any third-party manufacturer is liable under a manufacturer’s warranty for such Products (the benefit of which Dingli Australasia will, to the extent possible, extend to the Purchaser);

5.1.7 Dingli Australasia shall not be liable nor responsible for any failure to comply with any of the Purchaser’s requirements or any other person which are not precisely and accurately communicated in writing directly to Dingli Australasia and accepted in writing by Dingli Australasia prior to delivery of a Product, and

5.1.8 where the Purchaser has elected not to engage Dingli Australasia to perform Product Services on the product (whether to bring the Product up to past, present or future Product Service requirements), Dingli Australasia shall not be liable nor responsible for any failure of the Purchaser or the Product to comply with any Product Service requirements.

5.2 A warranty in excess of any statutory warranty may be available at an additional cost for second hand or used Products sold by Dingli Australasia on terms agreed in writing on a case by case basis between Dingli Australasia and the Purchaser upon sale.

6. INSURANCE AND INDEMNITIES

6.1 The Purchaser acknowledges that obtaining proper and necessary licences and insurances may be required by law in connection with the Products sold by Dingli Australasia and such licences and insurances are the sole responsibility of the Purchaser, at its own cost and expense.

7. COMPETITION AND CONSUMER ACT

7.1 Where the provisions of the Competition and Consumer Act 2010 (Cth) (CCA) apply, these Terms and Conditions of Sale will be read subject to the application of the CCA and in the case of any conflict with these Terms and Conditions of Sale, the provisions of the CCA will apply. Nothing in these terms and conditions is intended to limit or replace any rights of “consumers” as that term is defined under the CCA.

7.2 The Purchaser agrees that if it buys any Product from Dingli Australasia for the purposes of re-supply, manufacture or repair of other goods, the CCA will not apply to such supply by Dingli Australasia, to the fullest extent permitted by law.

7.3 If the Purchaser sells any Products it purchases from Dingli Australasia, it agrees that it will not make any representations in relation to the Products which are not:

7.3.1 contained in any materials supplied by Dingli Australasia;

7.3.2 set out in any applicable manufacturer’s warranty; or

7.3.3 approved in writing by Dingli Australasia.

7.4 If the Purchaser on sells any Product it purchases from Dingli Australasia to consumers who purchase them for the purposes of resupply, manufacture or repair of other goods, the Purchaser agrees to contract out of the CCA in writing with those consumers, to the fullest extent permitted by law.

8. GENERAL

8.1 The provisions of this Agreement comprise the entire agreement between the parties and supersede all prior agreements and understanding between the parties in relation to the subject matter of this Agreement.

8.2 If any provision of this Agreement or its application to any person or circumstance is or becomes invalid or unenforceable the remaining provisions of this Agreement shall continue in full force and effect to the fullest extent permitted by law.

8.3 No party may waive or vary any provision of or right created by this Agreement except in writing signed by the party or parties to be bound.

8.4 Dingli Australasia may exercise a right, power or remedy at its discretion separately or concurrently with any other right, power or remedy.

8.5 An exercise of any right, power or remedy does not prevent a further exercise of a power right or remedy and a failure to exercise or a delay in exercising any power right or remedy does not prevent its exercise.

8.6 Each provision of this Agreement is individually severable. If any provision is or becomes illegal, unenforceable or invalid in any jurisdiction, it is to be treated as being severed from this Agreement in the relevant jurisdiction, but the rest of this Agreement will not be affected.

8.7 This Agreement is governed and construed in accordance with the laws of Western Australia. The parties submit to the non-exclusive jurisdiction of the courts of Western Australia.