PROCEDURES MANUAL - Toyoda Gosei

1 Page 1 of 12 PROCEDURES MANUAL MANUALS LIST, PROCEDURES MANUAL CONTENTS, QUOTATION INDEX, RETURN TO PM-2105 APPROVAL DATE: 23/02/11 PROCEDURE NUMBER: PM-2105 REPLACES APPROVAL DATE: 08/05/03 PURCHASE ORDER TERMS AND conditions Toyoda Gosei AUSTRALIA PTY. LTD. (ABN 78 075 422 445) ( TGAU ) and .. ( ) ( Seller ) agree that all Orders for Goods given placed by TGAU to with the Seller are subject to these conditions following terms. Any other terms and conditions purported to be included by the Seller are hereby excluded. Each time the Seller accepts an Order from TGAU, the Seller accepts these conditions as governing the supply of Goods ordered. 1. Definitions In these terms and conditions of purchase: TGAU means Toyoda Gosei Australia Pty.

2 Ltd. (ABN 78 075 422 445) and any of its subsidiaries. conditions , these conditions means the terms, conditions and warranties of purchase set out in this agreement and the relevant Order and includes any other terms agreed to in writing between TGAU and the Seller. EDI means electronic data transfer. Goods means the goods (including any instalment or part of the goods and all packaging and labelling in respect of such goods) and / or Services described in the relevant Order. GST means any tax , duty, levy, charge or deduction, imposed by GST Law and any related interest, penalties, fines or other charges on goods and services imposed by the New Tax System (Goods and Services Tax) Act 1999 and related legislation.

3 "GST Amount" means the amount of GST payable in respect of a Taxable Supply. "GST Law" means the A New Tax System (Goods and Services Tax) Act 1999, or any other act imposing a goods and services tax in Australia. Order means any EDI or written order by TGAU to purchase goods from the Seller. Price means the price of Goods stated in the relevant Order. "Recipient" means the party who receives a Taxable Supply. Seller means the above described Seller and any of its subsidiaries. Page 2 of 12 "Supplier" means the party who supplies a Taxable Supply. "Taxable Supply" means a taxable supply (within the meaning of GST Law). 2. Orders Each Order constitutes an offer to purchase the Goods from the Seller subject to these conditions .

4 In the event of any inconsistency between these conditions and the terms on the Order, the terms on the Order will prevail to the extent of such inconsistency. Orders will be deemed to have been received by the Seller: a. if given electronically, at the time of transmission by TGAU; and b. if given by post on the third business day after posting. The Seller is deemed to have accepted the Order on the basis of and subject to these conditions if the Order has not been refused rejected by the Seller giving notice in writing to TGAU within 7 days of the Seller receiving the Order. 3. Price and Payment The Price cannot be varied except with the prior written agreement of TGAU. Requests for price variations must be submitted in writing at least 30 days before the desired effective date of the adjustment.

5 The Seller shall invoice TGAU for the Goods at the Price. Unless otherwise agreed to in writing and subject to clause 24 of these conditions , payment for the Goods will be effected by TGAU to the Seller within 35 days of the commencement of the month following delivery. 4. Deliveries Deliveries by the Seller will only be made during normal business hours of TGAU on the date or within the time period stated in the Order or otherwise in accordance with delivery schedules issued from time to time by TGAU. On delivery all Goods shall be accompanied by a delivery document with TGAU s order number and a description of the type and quantity of the Goods delivered stated thereon. TGAU s order number shall also appear on all packaging slips, bills of lading, packages, invoices and other correspondence in respect of the Goods.

6 All delivery costs to the address specified in an Order shall be paid by the Seller unless otherwise specified in the Order. In addition to and without prejudice to any of its TGAU's other rights, if a delivery date or delivery schedule is not complied with by the Seller, TGAU has the right to immediately terminate the relevant Order or to reject the Page 3 of 12 relevant Goods upon delivery, without liability to the Seller, the contract constituted by acceptance of the relevant Order. For the avoidance of doubt, the Seller acknowledges that: a. TGAU may reject Orders that are delivered before or after the delivery date, delivery period or delivery schedule specified by TGAU; and b. if priority freight is necessary to ensure Goods are delivered by the required delivery date, priority freight will be at the cost of the Seller.

7 Acceptance of any delivery of Goods forming part of an Order will not bind TGAU to accept future delivery of Goods in respect of that Order. In addition to and without prejudice to any of TGAU's other rights, TGAU shall be entitled to recover from the Seller all losses, damages and expenses suffered or incurred by TGAU as a result of the Seller's failure to deliver in accordance with clause of these conditions . 5. Acceptance and Rejection Acceptance by TGAU accepts of the Goods delivered shall be subject to final inspection and testing by TGAU. TGAU and may, by notice in writing to the Seller, reject so much of the Goods, whether paid for or not, which: a. do not conform to the requirements of specified in the Order; b.

8 Do not conform with these conditions , including without limitation the warranties in clause 9 of these conditions . Any inspection or tests carried out by, or at the direction of, TGAU shall be final and conclusive provided however that acceptance of Goods by TGAU, regardless of whether or not an inspection has been made, shall not be regarded as confirmation that the Goods conform to the requirements of specified in the relevant Order and these conditions . If such any Goods are rejected prior to payment being made then only the balance of the Goods the subject of the relevant Order that conform to the requirements of specified in that Order and these conditions will be admitted for payment, provided however that if Goods are inspected by TGAU using statistical sampling techniques, the failure of the randomly selected Goods to reach conform with the requirements specified in the Order and these conditions the acceptable quality level as determined by TGAU shall entitle TGAU to reject all of the Goods the subject of the relevant Order.

9 In the event that Goods are rejected following payment, the Seller will, at the option of TGAU, immediately reimburse such payment or immediately credit TGAU s account with the value of the Goods rejected. TGAU may return rejected Goods to the Seller at the Seller s cost and risk or may at its option re-work such rejected Goods. TGAU may set-off and deduct Page 4 of 12 from any amounts payable to the Seller all costs incurred by TGAU in connection with the rejection and return of Goods to the Seller. TGAU may, in exercise of its sole discretion, notify the Seller that it wishes to retain Goods that do not conform to the requirements specified in the relevant Order and these conditions , for the purposes of re-working such Goods into conforming Goods at the Seller's expense.

10 Should TGAU accept such Goods, TGAU may set-off and deduct from any amounts payable to the Seller all costs incurred by TGAU in connection with re-working the Goods. 6. Title and Risk Title in and to the Goods and the risk of any loss, damage or deterioration to the Goods from any cause shall not pass to TGAU until when the Goods have been delivered to the address specified in the relevant Order or to the point of sale if any is specified in the Order. Any goods rejected by TGAU will be at the Seller s risk from the time the goods are rejected and the Seller will have title in them. 7. Cancellation A contract constituted by acceptance of an Order may be cancelled by TGAU without liability to the Seller in the event of the Seller at any time failing or being unable to comply with any of these conditions (including, without limitation, any of the warranties in the conditions ) or in the event of the Seller being unable to pay its debts as they fall due, being insolvent, or a liquidator of the Seller being appointed to the Seller or any receiver being appointed in respect of any of the assets of the Seller.