Australian Purchase Order Terms & Conditions
1

Definitions

In this agreement, unless the contrary intention appears:
ABC Law includes:(a)

any anti-bribery and corruption law of the Commonwealth of Australia or theState of Western Australia (including any applicable common law, law of equity,
any written law, statute, regulation or other legally enforceable instrument madeunder statute or by any government agency);(b)

the United States Foreign Corrupt Practices Act;

(c)
(d)

Page: 1 of 6

performing this agreement.
personnel means the employees, agents, contractors or subcontractors of a party (butour personnel do not include your personnel).
policies and procedures means any of our policies, procedures, standards, codes,
rules, manuals, protocols, plans or directives and similar documents (as may beamended from time to time by us), and include:(a)

our corporate code of conduct and all corporate governance policies madeavailable on Galaxy’s website;

the UK Bribery Act;(b)

the Canadian Corruption of Foreign Public Officials Act, the Criminal Code of
Canada, the Extractive Measures Transparency Act, and sub-federal laws
including Quebec’s Anti-Corruption Act;

our fitness for work, health and safety, environmental, quality, equal opportunityand harassment and anti-bribery and corruption policies which are provided or
notified by us to you or made available on Galaxy’s website; and(c)all our other policies, procedures, standards, codes, rules, site rules, manuals,
protocols, plans or directives (and similar documents) which are provided or
notified by us to you or made available on Galaxy’s website.

(e)the Argentine Anti-Corruption Law No 27401; and(f)any anti-bribery and corruption law of a country other than Australia, whichapplies to you or us in relation to this agreement.

agreement means the agreement constituted by these general terms and conditions
and the relevant purchase order.
authorised signatories means the designated representative of each party duly
authorised.
business day means a day other than a Saturday, Sunday or a gazetted public holiday
in Western Australia.
defective goods means goods which are not in conformity with this agreement.
defective services mean services or the results of any services which are not in
conformity with this agreement.
Galaxy’s website means the relevant page(s) of Galaxy Resources Limited’s website
at www.gxy.com
goods means the goods, if any, described in the purchase order.
government authority means any national, state, local, regional, territorial or
municipal government, ministry, governmental department, commission, board,
bureau, agency, instrumentality, executive, legislative, judicial or administrative body,having jurisdiction over the goods or services or the site.
GST has the same meaning as in the GST Act.
GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
industrial matter means industrial action of any sort, whether threatened or actual,
involving your employees working at or in connection with the site.
insolvent means, with respect to a party, insolvent (as defined in the Corporations Act
2001 (Cth)), in liquidation or provisional liquidation, receivership, bankruptcy(protective or otherwise) or under administration, unable to pay its debts as and when
they fall due or otherwise insolvent, or that has entered into a compromise or
arrangement with, or assignment for the benefit of, any of its members or creditors orin respect of which any analogous event has occurred.
intellectual property rights includes, without limitation, all intellectual property rights
including current and future registered and unregistered rights in respect of copyright,
designs, circuit layouts, trademarks, know-how, confidential information, patents,
inventions and discoveries and all other intellectual property as defined in article 2 ofthe convention establishing the World Intellectual Property Organisation 1967.
Ipso Facto Stay means any limitation on enforcement of rights or self-executing
provisions in a contract, agreement or arrangement pursuant to sections 415D, 415F,
434J, 434L, 434LA, 451E, 451G or 451GA of the Corporations Act 2001 (Cth).

price means the price specified in the purchase order.
privacy laws means:(a)the Privacy Act 1988 (Cth);(b)

any laws (to the extent that such legislation applies to the parties or any otherrecipient of personal information) from time to time in force in any relevant
jurisdiction affecting privacy, personal information or the collection, handling,storage, processing, use or disclosure of personal data; and(c)any ancillary rules, guidelines, orders, directions, directives, codes of conduct
or other instruments made, issued or registered under any of the legislationreferred to in paragraphs (a) and (b) above, as amended from time to time.

purchase order means the purchase order for goods and/or services issued by us toyou from time to time containing amongst other things, a description of the goods and/or
services and the price.
related body corporate has the meaning given to that term in the Corporations Act
2001 (Cth).
services means the services, if any, described in the purchase order.
site means our Mt Cattlin mine site in Ravensthorpe Western Australia or such othersite or location for delivering the goods or providing the services detailed in the purchaseorder.
site rules means the site rules (if any) made available on Galaxy’s website or otherwise
provided or notified by us to you (as may be amended by us from time to time).
taxes means any and all present and future sales, use, personal, property, real property,
value added, goods and services, turnover, stamp, documentary, interest equalisation,business, occupation, excise, income, corporation, profits, gains, gross receipts, orother taxes, fees, withholdings, imposts, levies, duties or other charges of any naturewhatsoever or whensoever imposed (other than taxes on our net income) by any
government, governmental, semi-governmental or other relevant authority, together withany penalties, fines or interest thereon or similar additions thereto, imposed, levied orassessed or otherwise payable.
tax invoice has the same meaning as in the GST Act.
you means the person named in the purchase order as the supplier of the goods orservices and “your” has the corresponding meaning.
we and us means Galaxy Lithium Australia Ltd and any of our related bodies corporate
named in the purchase order or which elect to take the benefit of this agreement inaccordance with clause 23.1 and “our” has the corresponding meaning.
2

Supply of goods or services

2.1

In consideration of payment of the price by us, you must supply the goods orservices to us in accordance with the agreement.

2.2

We intend to contract for the goods and/or services only on the terms of theagreement, and not on any other terms. Accordingly, the provision of terms by
you will not bind us, will be of no legal effect, and will not constitute a contract
or part of this agreement irrespective of any act by us or by any of ourpersonnel, including execution of any document incorporating (including byreference) any term or terms.

2.3

Before you supply the goods and/or services, you acknowledge that you haveread and understood the general terms and conditions before making a supply
under this agreement. If you make a supply under a purchase order or any
other form of order or request by us to supply goods or services, whether or not
in writing, you will be deemed to have agreed to these general terms andconditions.

2.4

You must supply the goods and/or services to us in accordance with thisagreement.

2.5

In the event of any ambiguity or uncertainty in respect of a purchase order, such
ambiguity or uncertainty must be referred to us immediately and a correctedpurchase order obtained prior to delivery.

parties means you and us.

2.6

personal information means personal information, as that term is defined in the
Privacy Act 1988 (Cth), that is provided, obtained or accessed in the course of

We will provide you with access to our site to the extent necessary for you toprovide the goods or services.

2.7

In providing the goods or services you must, and you must ensure that yourlaw and laws means any statute, ordinance, code, law, decree, circular, rule orregulation by any government authority.
licences means all licences, qualifications, registrations and other statutory
requirements necessary for the supply of goods or services under this agreement.
modern slavery has the meaning given in the Modern Slavery Act 2018 (Cth).
modern slavery laws means:(a)Modern Slavery Act 2018 (Cth);(b)

Divisions 270 and 271 of the Criminal Code Act 1995 (Cth);(c)sections 80D, 80E, 91G(1)-(3), 91H, 91HAA and 93AA-93AC of the Crimes Act
1900 (NSW);(d)

Laws in the other Australian states and territories which are equivalent to anyof the Laws referred to in paragraphs (a) and (c); and(e)any Laws of the Commonwealth or any other applicable jurisdiction relating tomodern slavery.

month means a calendar month.
MSI Act means the Mines Safety and Inspection Act 1994 (WA).
party means you or us.

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Australian Purchase Order Terms & Conditions
personnel:(a)use best endeavours not to interfere with any of our activities or theactivities of any other person on our site, and ensure that our site is left
secure, clean, orderly and fit for immediate use;(b)

supply the goods or perform the services in a safe manner and by
appropriately qualified and skilled personnel undertaking all activities,functions and tasks safely and continuously, with all due skill and care,
and avoiding all undue risk to the environment;(c)comply with all applicable laws and the requirements of any
government authority and ensure that you possess all relevant
authorisations, permits and licences to provide the goods or services;(d)without limiting paragraph (c) above, comply with:

We will be entitled to refuse delivery outside of the agreed delivery time. In no
circumstances will you have any claim in respect of damages or losses arising
directly or indirectly from rejection by us of a delivery outside the agreed
delivery time.

4.3

In the event that you are not in a position to comply with a purchase order
whether in respect of the quantity of the goods or services, time of delivery orotherwise, you are required to notify us immediately and delivery should not be
executed before a suitable amendment to the purchase order is made by us.
We may in such circumstances either cancel or amend the purchase order.

4.4

You must include a packing list in each package of goods delivered and the
packaging must be marked with the purchase order number.

5

Inspection and acceptanceour health and safety policy, environmental policy andoccupational health standards, and all other occupational health,safety and environmental guidelines, rules, directions andprocedures provided or notified by us to you or made available
on Galaxy’s website (as may be amended by us from time totime);

5.1

We must have a reasonable time to inspect the goods after delivery.

5.2

You must provide to us, at our request, progress reports on the performance ofthe services. A progress report must be detailed enough to allow us to ascertain
whether the services are in conformity with this agreement.

5.3

(iii)

any induction requirements in relation to the site provided or
notified by us to you or made available on Galaxy’s website (asmay be amended by us from time to time);

At any time during the performance of the services we may inspect or witness
tests on the services or their results.

5.4

Any payment or the signing of delivery receipts before inspection does notconstitute acceptance of the goods or services.

(iv)

all of our other policies and procedures;

5.5

(v)

our site rules; andIf upon inspection we find any goods to be defective goods or any services ortheir results to be defective services, we may exercise our rights under clause
12.

(vi)

all directions and orders given by our representatives when you
are on our site;

5.6

We may reject and return to you (in the case of goods) any goods or services
which are not in conformity with this agreement even if we have accepted or
paid for those goods or services.

5.7

You must refund to us, when requested, any payments made by us in respectof goods or services which we reject, and which are not replaced or reperformed free of charge under clause 12.2.

6

Title and risk

6.1

Title to and risk in the goods does not pass to us until we take delivery of,inspect and accept the goods.

6.2

You warrant that you have complete ownership of the goods free of any liens,charges and encumbrances and will provide the goods to us on that basis andwe will be entitled to clear, complete and quiet possession of the goods.

7

Price

7.1

We agree to pay you the price in accordance with this agreement for the goods
or services.

7.2

The price is inclusive of all costs incurred by you in supply of the goods andperformance of the services including all charges for packaging, packing,insurance and delivery of the goods in accordance with this agreement and thecost of any items used or supplied in conjunction with the services. The priceis also inclusive of all duties and taxes except GST.

7.3

The price may not be increased without our prior consent. We have the right torefuse to give our consent.

7.4

In the event that the price reflected in the purchase order is incorrect, you must
notify us and ensure that an amended purchase order reflecting the correct
price is obtained prior to delivery. Payment must be made as per the pricereflected on the copy of the purchase order in our possession.

8

Invoicing and payment

8.1

You must submit tax invoices to us (by providing them to our representativereferred to in the purchase order or as advised by us in writing if there is norepresentative referred to), no earlier than (as applicable):

(ii)

(f)

specified in the purchase order, the order is for delivery within 72 (seventy two)hours of receipt of the purchase order. The goods delivered must be free of any
right or interest of any person (including any encumbrance), other than the rightand interest of you to be paid the price.
4.2

(i)

(e)

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all applicable occupational health, safety and environmental
laws, guidelines and codes of practice including, without
limitation, the Occupational Safety and Health Act 1984 (WA)
and/or the MSI Act;

provide us with regular reports, or more frequently on request, in a form
approved by us, in relation to any occupational health and safety issues
in relation to the goods or services and on request by us prepare andprovide to us any information and documents you are required toprepare or maintain under any laws including laws concerning
occupational health, safety and the environment; andprovide us all such information and assistance as we reasonably
require in connection with any investigation arising from or inconnection with the supply of the goods or services.

2.8

We may, at any time, require you to provide evidence of compliance with yourobligations under paragraphs 2.7 (b), (c) and (d).

2.9

The agreement does not affect in any way us procuring the same, or similar,
goods or services from other suppliers.

2.10

You will be deemed to have made your own independent assessment of theconditions of the site, to the extent that it is relevant to the provision of the goods
or services, and to have taken into account all local and other conditions
affecting the performance of the goods or services and all information which isrelevant to the risks, contingencies and other circumstances which could affectyour performance of the goods or services.

2.11

We do not warrant, guarantee or make any representation about the accuracy
or adequacy of any information, data or documents made available to you as
to the existing conditions at the site or otherwise in connection with theprovision of the goods or services under this agreement and we disclaim all
responsibility whatsoever in relation to the provision of such information.

3

Conditions as to quality and description of the goods or services

3.1

The goods or services must match the description (including performance
criteria, if any) in the purchase order.

3.2

If you gave us a sample of the goods or a demonstration of the services, thegoods or services must be of the same nature and quality as the sample ordemonstration given.

3.3

The goods or services must comply with any applicable laws and relevant
standards of the Standards Association of Australia, and must be supplied withcopies of all material safety data sheets for dangerous goods.

3.4

The goods or services must be fit for the purpose for which goods or servicesof the same kind are commonly supplied or bought and for any other purpose
which we make known to you.

3.5

The goods must be of merchantable quality, and must be new (unlessotherwise stated on the purchase order).

3.6

If you supply more goods than stated on the purchase order, the excess goods
may be returned to you at your cost.

(a)a reference to a valid purchase order;(b)

a detailed description of the goods or services supplied;

4

Delivery(c)an individual reference number for us to quote with remittance payment;

4.1

Unless otherwise specified, you are responsible for ensuring that the goods areproperly and safely packed and delivered (including off-loading) to the place
and within the time period specified in the purchase order. If no time period is(d)the price relating to goods or services, broken down to reflect any pricecomponents on the purchase order;

8.2

(a)

upon delivery and acceptance of the goods as set out in clause 6.1;(b)at the completion of the services, unless the purchase order states that
progress payments are to be made; and(c)where progress payments are to be made for the provision of services,at the end of each month (or other period specified in a purchase order)
for services performed by you in that month or that period (as the casemay be).

When submitting your tax invoice under clause 8.1 it must include the following
details:

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Australian Purchase Order Terms & Conditions

8.3

8.4

(e)

the amount of any GST; and

(c)

(f)

our representative name and site (if applicable).

which are incurred in compliance with this agreement, and which cannot bereversed or mitigated by you applying best efforts.

Subject to you complying with this clause 8, we will pay all invoices rendered
to us by you except where we dispute the invoice, in which case:(a)

we will pay the undisputed part of the relevant invoice (if any) andwithhold the balance pending resolution of the dispute; and(b)

if the resolution of the dispute determines that we are to pay an amountto you, we will pay that amount upon resolution of that dispute.
during the month in which the goods were supplied or the services the
subject of the invoice were completed; or(b)within 5 business days after the end of that month,

If any supply made under this agreement is or becomes subject to GST, theparty to whom the supply is made must pay to the party making the supply in
addition to any consideration payable an additional amount on account of GST.
If any party is required to reimburse or indemnify the other party for a cost,
expense or liability (Cost) incurred by the other party, the amount of that Costfor the purpose of this agreement is the amount of the Cost incurred less theamount of any credit or refund of GST which the party incurring the Cost isentitled to claim.

8.6

If we are entitled to an exemption or concession concerning any tax or importduty or import tariff with respect to the goods or services, you must use allreasonable endeavours to apply for that concession or exemption and as far
as possible promptly pass on to us the benefit of that concession or exemption.

8.7

No interest or any other monies will be payable by us in respect of any invoicerendered to us by you under clause 8.1 which remains due and payable andunpaid.

8.8

In addition to clauses 9.2 and 9.3 we may terminate this agreement withimmediate effect by notice in writing to you if any information supplied by you
relating to the purchase order, your details or any other material fact, ismaterially incorrect.

9.5

If this agreement is terminated pursuant to clauses 9.2, 9.3 or 9.4, you mustcease the supply of the goods or services the subject of the purchase orderand you must deliver all goods or services in progress or completed as we may
request.

9.6

Unless expressly stated otherwise, termination of this agreement for any
reason does not affect the rights or obligations of a party which have accrued
prior to termination.

10

Independent contractor
Both parties acknowledge that you are our contractor and not our agent or
employee.

11

Unless otherwise agreed, any money payable is to be paid in Australiancurrency.

8.10

If the purchase order involves the supply of services on a cost plus or per hourbasis we have the right to conduct an audit of the basis of your charges using
your records. This right continues for twelve months after we pay the relevant
invoice.

9Suspension and termination

9.1

To the extent permitted by law, we may at any time suspend performance ofyour obligations under this agreement by giving you notice. When you receivea notice of suspension from us you must suspend performance of the relevant
obligations until such time as we direct you to resume performance of thoseobligations by notice in writing. Where the suspension of your obligations by us
under this clause is not as a result of:(a)any default or action by you; or(b)an event or circumstance which is beyond the control and without thefault or negligence of us and which by the exercise of reasonablediligence we are unable to prevent (excluding any shortage of labour ormaterials),

You warrant on a continuing basis:

A party may immediately terminate this agreement by notice in writing to theother party if the other party:
(a)

9.3

breaches any term under this agreement and such breach is not able
to be remedied;that the goods or services will:(i)be provided in a timely and professional manner in accordancewith this agreement;(ii)

be free from any defect in design, performance, workmanshipand makeup;(iii)

be rendered with due care and skill and be of high quality andworkmanship and otherwise satisfactory;(iv)

be provided by appropriately qualified, competent, skilled,
experienced and professional personnel;(v)

be fit for the purpose intended by us and disclosed to you;(vi)

be free from any claim of any nature by any third party;(vii) not infringe or contribute to the infringement of any intellectual
property rights; and(viii) without limiting the foregoing, conform with this agreement;(b)

any information supplied by you relating to this agreement, or the goods
or services is true and correct;(c)

you have read and understood our site rules, as well as any otherdetails relating to site access contained in this agreement, and you willcomply with any conditions contained therein; and(d)you have read and understood our policies and procedures, and you
will comply with any conditions contained therein.

12

Defects

12.1

If we find any of the goods to be defective goods, or any of the services or theirresults to be defective services, we may, at our option:

12.2

but is a result of the acts or omissions of us or our personnel, and continues fora cumulative period of 7 days, we will reimburse you within a reasonable timeof receipt by us of a detailed breakdown of your claim for the direct, verifiable
and reasonable costs incurred by you as a consequence of the suspension.
9.2

Warranties(a)

We may withhold, retain or set off from any payment due to you under thisagreement any amounts we deem necessary to protect us against any costs,
charges, expenses or damages which you may be liable to us for in connection
with this agreement or otherwise.

8.9

expenses incurred up to the date of the notice of termination,

9.4

Where a compliant invoice is submitted:(a)the invoice will be paid by the end of the month following the month in which
the goods were supplied or the services provided. All invoices received outside
this time will be paid at the end of the month following the month in which theinvoice was received.
8.5

Page: 3 of 6(a)return the defective goods to you;(b)

reject the defective services by notifying you that we are rejecting them;(c)make good or replace the defective goods; or(d)re-perform or make good the defective services.

At our option and request, you must:(a)repair free of charge or, at our option, replace free of charge any
defective goods that we return to you;(b)

re-perform free of charge or make good free of charge any defective
services that we reject; or(c)reimburse us for any expenses we incur in making good any defective
goods or services.

12.3

You are not liable for any defect or fault in the goods or services to the extent
that it is caused by our negligence or the negligence of our personnel.

13

Insurance

13.1

(b)

breaches any term under this agreement and such breach is not
remedied within 14 days of notice being given to the party to remedy
the breach;(c)breaches any law relating to the supply of the goods or services;(d)becomes insolvent; orWithout limiting you or your personnel’s obligations to comply with therequirements of any laws, at your own expense, must procure and maintain,(and see to all your subcontractors procuring and maintaining), the following
insurance policies and coverages (except where the purchase order indicates
they are not applicable and subject to any amendment to the amount of any
insurance coverage in the purchase order):(e)is convicted of a criminal offence.

(a)

In addition to any other rights of termination available to us, we may terminate
this agreement by giving 14 days’ notice to you, in which case (subject to ourother rights under this agreement) we must reimburse you for all verifiable:(a)work in progress;(b)

goods or services supplied or completed; andWorkers’ compensation (including occupational disease whererequired by law) and employer’s indemnity insurance which complies
with the relevant laws covering all claims and liabilities under any
statute and where common law claims are allowed outside of thestatutory scheme, for employer’s liability at common law, for not lessthan $50,000,000 for each occurrence, for the death of or injury to:
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Australian Purchase Order Terms & Conditions(i)any person employed by you in connection with this agreement;
and

13.4

The effecting of insurance as required under clause 13.1 will not in any way
limit your obligations or responsibilities under this agreement.

(ii)

any person who is a worker of you or any of your subcontractors
in connection with this agreement and who may be deemed understatute to be a worker of ours.

14

Liability and indemnities

14.1

You enter our site at your own risk.

14.2

You are liable for and must indemnify us and our personnel from and against
any liability and any loss or damage of any kind whatsoever arising out of or inconnection with any breach of this agreement or negligent act or omission by
you or your personnel, except to the extent that such liability or loss or damage
directly arises from our own negligent act or omission or breach of thisagreement.

14.3

Each indemnity in this agreement is a continuing obligation separate andindependent from other obligations under this agreement and survives
termination or expiry of this agreement.

14.4

Neither party is liable to the other party for any loss of use, loss of revenue, lossof profit, loss of product or production, loss of business opportunity or loss of
goodwill arising out of or in connection with this agreement.

14.5

Part 1F of the Civil Liability Act 2002 (WA) is excluded from operation withrespect to any dispute, claim, action or matter under or in connection with thisagreement.

This policy must be endorsed to:15

Confidentiality(i)contain a principal's indemnity extension, indemnifying us inrespect of any vicarious liability arising out of the acts oromissions of you;

15.1

(ii)

include a cross liability clause;(iii)

extend to cover worker to worker injury liability risks;(iv)

extend to cover goods in care, custody and control for an amount
not less than the market value of all plant and equipment suppliedby us; andYou and your personnel must not (except to the extent necessary to comply
with your obligations under this agreement) disclose to any person any
information supplied by or on behalf of, or relating to, us or any of our relatedbodies corporate, and any other information which you or any other person has
obtained or prepared in connection with the negotiations preceding thisagreement or the performance of this agreement (confidential information).

15.2

(v)

extend to include liability arising out of the use of unregisteredmotor vehicles and/or unregistered mobile plant and equipmentused in connection with this agreement.

Any confidential information disclosed by you under this agreement must only
be disclosed to a recipient who has agreed to keep the confidential information
confidential on terms no less onerous than those imposed on you under thisagreement.

15.3

Nothing in this agreement prohibits disclosure of information which is in the
public domain otherwise than as a result of a breach of this clause, is received
from a third party provided that it was not acquired by that third party as a resultof a breach of this agreement or is required to be disclosed by law, the rules of
any relevant stock exchange or any governmental body, authority or agency
having authority (except that this does not permit the disclosure of information
under section 275(4) of the Personal Property Securities Act 2009 (Cth) unlesssection 275(7) applies).

15.4

If requested by us at any time, you must immediately return to us, or destroy ordelete, as we direct, all originals and copies of our confidential information inyour custody, power or control, including by deleting all confidential informationfrom any computer or other storage device into which it was programmed,
recorded or stored by or on your behalf.

15.5

The obligations in this clause 15 survive termination of this agreement.

16

PrivacyThis policy must be endorsed (except where precluded by law) to include
a principal's indemnity extension, indemnifying us against any liability(act benefits and/or at common law) and contain a waiver of subrogationof rights by the insurer in favour of us.
(b)

Public and products liability insurance for an amount not less thantwenty million dollars ($20,000,000) for any one occurrence (but limited
to twenty million dollars ($20,000,000) in the aggregate in relation to
products liability insurance) to cover your legal liability in respect ofoccurrences resulting in:(i)death of or bodily injury (including illness) to any third party; and(ii)damage to property not belonging to nor held in trust by nor in
the care, custody or control of you,arising out of or in the course of or caused by the execution, provision or
purported provision of goods or services under this agreement.

(c)

If provision of the goods or services requires you to:(i)provide or use plant and equipment – plant and equipmentinsurance covering loss of or damage, for its replacement value(unless otherwise insured to the satisfaction of us);(ii)

transport goods to or from site – goods in transit insurance
covering loss of or damage during transit, regardless of whether
we have paid for those goods, for its replacement value;

(iii)

(iv)

13.2

13.3

use motor vehicles – motor vehicle insurance covering all
mechanically-propelled vehicles that are registered or capable ofbeing registered for road use, including insurance which iscompulsory under applicable laws and comprehensive third party
insurance, for an amount of not less than thirty million dollars($30,000,000) in respect of any one accident or series of accidents
arising out of one event; orprovide directly or indirectly professional services - professional
indemnity insurance for an amount of five million dollars($5,000,000) for any one claim but limited to ten million dollars($10,000,000) in the aggregate. The policy is to remain in full effectfor a period of not less than three (3) years after termination of theagreement or completion of your obligations under this agreement.

You warrant on a continuing basis that you will comply with any privacy laws incarrying out your obligations under this agreement.
17

General provisions as to insurance to be effected by you:(a)

you must ensure that every subcontractor engaged by you maintains
insurance in the same manner as you;(b)the sole responsibility for ensuring that insurance to be arranged by you
and any sub-contractor hereunder is actually effected and at all times
remains current, will at all times remain with you. No approval by us as
to the adequacy in terms of insurance protection nor sighting by us ofcertificates of currency or copies of policies will be taken as arepresentation by us that such insurance is adequate or be raised or
pleaded in bar to any action against you for default in performing in anyof the requirements under this clause;

(d)

18

Assignment and subcontracting

18.1

Subject to clause 18.2, neither party may assign its rights or obligations under
this agreement without the prior written consent of the other party (which may
not be unreasonably withheld).

18.2

We have the right to assign any or all of our obligations or rights under thisagreement at any time to any one of our related bodies corporate.

18.3

You may not subcontract your obligations under this agreement without ourprior written consent. Our consent will be conditional upon the subcontract
including provisions that the subcontractor must:

you must at all times be responsible for complying with and abiding by
the terms and conditions of the insurances arranged by you and for thepayment of all excesses or deductibles under the terms of suchinsurances; andyou must immediately advise us of any material change or cancellationof the insurances referred to in clause 13.1.

Intellectual property
The parties will each retain their intellectual property rights existing prior to thedate of this agreement. The intellectual property rights resulting from theprovision of services under this agreement will vest in us. We have a nonexclusive, royalty free licence to use, modify, adapt or sublicense any
intellectual property rights owned by you to the limited extent necessary for us
to exercise our rights or perform our obligations under this agreement or to
enjoy the benefit of the services provided to us under this agreement. You must
do all things reasonably necessary to give full effect to the rights and obligations
contained in this clause 17.

Before commencing the provision of goods or services you must provide us
certificates of currency for the insurances required to be held by you and yoursub-contractors under this agreement. All costs incurred by us as aconsequence of you not maintaining such insurances will be a debt due fromyou to us.

(c)Page: 4 of 6(a)comply with all relevant terms of this agreement including, without
limitation, the confidentiality obligations in clause 15;(b)

not assign or subcontract without our written consent; and

(c)
18.4

effect and maintain insurance on the same terms as you are required
to in this agreement.
We may assign, mortgage, charge or otherwise grant security over our right,
title and interest in, to, under or in connection with this agreement in favour of
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Australian Purchase Order Terms & Conditions

Page: 5 of 6

any financier to secure, among other things, any funding arrangements(including project finance or working capital or hedging), without your consent
or approval.

(c)appropriate safety equipment is provided to and used by yourpersonnel;

19

Business ethics

19.1

You will at all times act in our best interests, consistent with the standards ofcare applicable to the provision of goods or the performance of the services
and in so doing, must exercise reasonable care and diligence to prevent any
actions or conditions which could result in a conflict with our interests.

(d)

you implement and maintain appropriate system of work and that theworking environment is safe and without risks to health, safety andwelfare; and(e)you provide all information, instruction, training and supervision as may
be necessary to ensure that the services are provided without any
hazard or risk to health, safety and welfare.

19.2

19.3

Neither you, nor any of your personnel, are expected, permitted or authorised
to take any action on our behalf, including any action which could violate any
laws.

without risk to health, safety and welfare;

21.3

All financial statements, reports and applications for payment which are
rendered by you under this agreement must completely and accurately reflect
the facts about all the relevant activities, transactions and circumstances
handled for our account.

19.4

You will not pay any commission or fee or grant any rebate or other
remuneration, gratuity or undue hospitality to any of our personnel or the
personnel of our related bodies corporate.

19.5

All payments to you under a purchase order will be solely by cheque or banktransfer made directly to you or your account and no payment will be in cash,by bearer instrument or made to any person other than you.

19.6

You acknowledge for the purposes of this clause 19 that none of our personnel
or the personnel of our related bodies corporate does or will have authority togive any express or implied direction, whether written or oral, authorising you
to make any commitment to any third person on our behalf in violation of any
law.

You acknowledge and agree that the following matters are prohibited and are"safety principles" that apply to all services:(a)

not using any form of load restraint, if applicable;(b)

not adhering to exclusion zones during unloading or loading, if
applicable;(c)supply, possession or consumption of alcohol or illegal drugs on the
site;

(d)

allowing anyone to work in an environment that is a risk to their safety;
and

(e)

not following any danger tag or isolation procedures, or interfering withany safety devices.

21.4

You must promptly provide us with any information requested in connection
with the performance or otherwise of your obligations under this clause 21, suchinformation to be in the form and substance required by us.

21.5

Without derogating from your obligations under any other provision of thisagreement, if any accident or incident relating to health, safety or welfare
occurs in connection with your performance under this agreement:

19.7

You must immediately notify us in writing of any and all violations of this clause
19 upon becoming aware of those violations.

(a)

You must notify us immediately of details of the accident or incident;

20

Anti-bribery and corruption

(b)

20.1

You will:

if requested by us you must, within 24 hours of the request or such
longer time as may be permitted by us, provide a written report to us,
in a form and with the content required by us, detailing the accident orincident, its cause and the steps you propose to prevent any
recurrence; and(c)you must comply with any directions which we may give relating to theaccident or incident including as to the prevention of any recurrence.

(a)comply with all applicable ABC Laws;(b)

not engage in or tolerate any form of bribery or corruption whatsoever
whether direct or indirect, including, without limitation, the making of (orauthorisation of) an offer, payment or promise to pay anything of value
to unlawfully influence any person, including in the form of money,
property, gifts, promises to give, or anything else of value;

21.6

from time to time, as required by us, provide us with such information
as we reasonably require to satisfy us that you have complied, and arein compliance, with all applicable ABC Laws; andYou acknowledge that we have entered, or may enter, into agreements withvarious third parties (including local Aboriginal communities) in respect ofarchaeological, heritage and native title issues applicable to the site and its
surrounds, including as required by archaeological, heritage and native title
laws.

21.7

otherwise comply with our policies and procedures (including our antibribery and corruption policy).

You must not liaise (including any form of communication) with any of thoseparties without our prior written approval.

21.8

You must ensure your personnel do not damage or destroy an item on the siteor its surrounds which is of an archaeological, heritage or native title nature or
disturb any designated area identified in site drawings or otherwise notified toyou, without our prior written approval.

21.9

If your personnel discover any item on the site or its surrounds which is of anarchaeological, heritage or native title nature, you must promptly inform us inwriting and seek instructions from us in dealing with such an item.

22

Your employees and personnel

22.1

You must immediately notify us on becoming aware of any industrial matter that
may affect supply of the goods or services, and must meet with us, as soon aspracticable after that notification, for the purpose of discussing and agreeing on
any necessary or appropriate action to be taken to resolve the industrial matter.

22.2

You must at all times during the provision of the goods or services use yourbest endeavours to prevent any unlawful, riotous or disorderly conduct or
behaviour by or amongst your personnel at our site.

22.3

You shall pay your employees involved in supply of the goods or services suchwage rates and allowances and observe and meet such terms and conditionsof employment as are prescribed from time to time by any applicable agreement
or laws.

22.4

You shall not allow any of your personnel on site without having first received
our approval. To enable such approval to be considered and given, you shallnot later than 72 hours prior to the desired time of access to the site, submit tous such completed and signed forms and certificates as requested by us. We
will, as soon as possible after receipt of the said forms and certificates, notify
you whether or not approval is given for that person to work on site. The issueof an approval will be at our absolute discretion.

22.5

Random alcohol and drug testing may be carried out on site. You will procurethat all of your personnel comply with, at minimum, all our policies andprocedures relating to that testing. The time required to participate in any suchtesting regime is not recoverable from us.

22.6

We reserve the right to direct you to remove from site and/or replace any ofyour personnel working on site and upon receipt of such request you shall(c)

not do, or omit to do, anything that may cause us to be in breach of any
applicable ABC Laws;

(d)

(e)
20.2

You warrant that you, and any related body corporate, has not breached any
applicable ABC Laws in connection with this agreement or a purchase order.

20.3

In the event that we reasonably believe that you have breached this clause 20
we may terminate this agreement at our sole discretion (without prejudice toany other remedy available to us) by written notice. In the event of terminationin accordance with this clause, you are not entitled to receive any compensationor other remuneration in respect of the termination. For the avoidance of doubt,
any breach of this clause 20 by you shall be deemed to be incapable of remedy.

20.4

You must:(a)maintain adequate internal controls over all transactions in relation tothis agreement, or made on behalf of us;(b)properly record all transactions in relation to this agreement or madeon behalf of us; and(c)maintain accurate books and records in relation to each transaction fora period of no less than 7 years from the date of such transaction.

21

Health, Safety and Environment

21.1

You must ensure that each of your personnel accessing the site takes all
reasonable measures to protect persons and property, avoids unnecessary
disturbance and interference with the passage of people and vehicles, prevents
nuisance and unnecessary noise, complies with any health and safety
requirements applicable to the site as notified by us to you and acts in a safeand lawful manner while at the site.

21.2

You must also ensure that, in relation to the provision of goods, services or
personnel to the site:(a)none of your personnel does any act or omission that exposes, or has
the potential to expose any person to any risk to health or safety or
hazards arising from any such act or omission;(b)

any appliance, component, equipment, facility, goods, material,machinery, plant or tool used in the provision of the services is safe and00-LEG-TEM-0001 v5 1 July 2020

Australian Purchase Order Terms & Conditions
immediately comply therewith. We may exercise this right in our sole discretionand shall not be required to give an explanation for doing so. If we require, you
shall immediately replace the person concerned with another person withappropriate skill and experience.
22.7

Page: 6 of 6

23.15 All notices under the agreement must be sent to the named party
representatives at the respective addresses in the purchase order, or as
amended by each party in writing. All such notices so addressed will be deemed
duly given:

You shall require all personnel entering the site to be identified in an approved
manner and shall at all times prevent the entry of unauthorised persons to thesite. We may at any time refuse to admit any person to the site.

(a)upon delivery, if delivered by courier or by hand (against receipt);(b)

three days after posting, if sent by certified or registered mail, return
receipt requested; or

22.8

You shall ensure that your personnel have the required licences andcertification for the equipment each individual operates from time to time.
Evidence thereof shall be produced to us upon request.

(c)

22.9

You shall ensure that all of your personnel have health assessments inaccordance with all applicable laws.

in the case of an email, on the date of its dispatch, unless it is sent after
5pm (WST) in which case it is deemed to have been received at 9amon the next business day, or unless the sender receives an automatedmessage that the email has not been delivered.

22.10 On arrival at site, your personnel must successfully undergo any approved siteinduction and pass any induction assessment conducted by us before
commencing work. Such inductions are held on days and at times nominatedby us. You shall bear all labour and other costs of your personnel attending
such inductions.
23

Other matters

23.1

You agree that our related bodies corporate may, by written notice to you, electto take the benefit of this agreement as if they were named as parties to it.

23.2

In this agreement unless the contrary appears:

23.3

23.4

23.16 This agreement applies to the supply of goods or services by you which arecontained in a purchase order even if that supply proceeds the issuance of thepurchase order.
24

Modern Slavery
Without limiting any other provision of this agreement, you must:(a)

not engage in (and take reasonable steps to ensure that in youroperations and supply chains there are not) any activities, practices or
conduct that would constitute modern slavery;(b)

maintain, keep up to date and enforce your own policies andprocedures to:(a)no rule of contract interpretation applies to the disadvantage of one
party on the basis that it put forward this agreement or any part of it;(i)ensure your compliance with your obligations in this clause 24
and all modern slavery laws; and(b)

if a period of time is specified and dates from a given day or a day ofan act or event, it is to be calculated exclusive of that day;(ii)

identify, remedy, manage, prevent and mitigate the risk ofmodern slavery occurring in your operations and supply chains,(c)the singular includes the plural and vice versa; and(d)the words “including” and “include” are a reference to “including, but notlimited to”.

and provide copies of such policies and procedures to us within 30 daysof our request;

This agreement is the entire agreement between the parties about its subject
matter and replaces all previous agreements, understandings, representations
and warranties about that subject matter. Any terms and conditions containedin or relating to any other documents, including any of your documents, inrespect of the goods or services are expressly excluded.
You must ensure that your personnel comply with this agreement as if they
were parties to it and you are liable for any acts, omissions and breaches ofthis agreement by your personnel.

23.5

Any of our rights under this agreement can only be waived by us in writing.

23.6

This agreement may not be varied except in writing signed by the authorised
signatories of both parties. Any variation will only be applicable to the specificpurchase order for which the terms and conditions are varied and will not apply
to past or future purchase orders nor oblige us to agree to such a variation for
any other purchase orders.

23.7

We may exercise a right, remedy or power in any way we consider appropriate.

23.8

If we do not exercise a right, remedy or power at any time, this does not meanthat we cannot exercise it later.

23.9

The rights, powers and remedies provided in this agreement are cumulativewith and not exclusive of the rights, powers or remedies provided by law
independently of this agreement.

23.10 Any provision of this agreement which is void or unenforceable is to be readdown or severed to the extent it is possible to do so without affecting the validity
or enforceability of this agreement.

(d)upon notifying us under subclause (c) above, take all reasonable steps
requested by us in response to the occurrence of actual or suspectedmodern slavery, including remediation and risk mitigation;(e)

provide us with all information and records reasonably requested by us,
in order for us to comply with our reporting obligations under modern
slavery laws, which may include information and records regarding:

(f)

25

(i)

modern slavery risks in your operations and supply chains;(ii)

any actions taken by you to address any modern slavery risks inyour operations or supply chains (including due diligence andremediation processes); and(iii)

the effectiveness of any actions referred to in subclause (e)(ii),ensure that you, your personnel and your related parties comply withthis clause 24 and that your contracts with subcontractors containequivalent provisions to this clause 24.

Trustee
Where you enter this agreement in the capacity of a trustee pursuant to any
trust deed, deed of settlement or other instrument whatsoever (the trust deed)
you warrant, undertake and covenant with us that:23.12 In the event of any conflict between any special condition prescribed in thepurchase order and these general terms and conditions, the special conditionprescribed in the purchase order will take precedence.

23.14 Nothing in clause 23.13 will prevent a party from seeking urgent injunctive relief
or similar interim relief from a court.

notify us as soon as reasonably practicable, and, in any event, no morethan 30 days, after you become aware of any actual or suspectedmodern slavery that has occurred or is occurring in your operations or
supply chains;and provide such information and records to us within 30 days of ourrequest; and23.11 The provisions of this agreement are subject to any Ipso Facto Stay which may
operate to prevent the enforcement of rights under this agreement. To theextent that there is any conflict between the provisions of this agreement andthe Ipso Facto Stay, this agreement is to be interpreted subject to the Ipso
Facto Stay.

23.13 If any dispute arises with regard to any matter in connection with thisagreement, the parties must meet to review such dispute and to arrive at an
amicable and negotiated solution with regard to it. If the parties are unable tonegotiate and agree on an amicable settlement of the dispute, within sevendays after such meeting, either party may refer the dispute to arbitration inaccordance with and subject to, the Resolution Institute’s Arbitration Rules.
Unless the parties agree upon an arbitrator, either party may request anomination from the Chair of the Resolution Institute. Notwithstanding theexistence of a dispute, each party must continue to perform the agreement. For
disputes in which the quantum is less than $50,000, arbitration must take placeusing the submission of documents alone unless both parties agree otherwise.

(c)

(a)

you are the sole trustee of the trusts created by the trust deed;(b)

as trustee you have power under the trust deed to enter into thisagreement and to be or become indebted to us in your capacity as
trustee and to enter into all other obligations in the manner and to theextent contemplated by this agreement;(c)

you are not a party to any partnership, joint venture or any profit sharingor like arrangement with any other person or corporation;(d)

you also enter into this agreement in your personal capacity and you
warrant the performance of this agreement and indemnifies us for any
breach of the agreement by you (in your personal capacity or astrustee); and(e)in the event of a new, substitute or custodian trustee being appointed
under the trust deed you will procure that such new, substitute or
custodian trustee shall enter into a deed in like form mutatis mutandis
with this agreement, at your cost.

26

Governing law and jurisdiction

26.1

This agreement is governed by the laws of Western Australia, Australia.

26.2

Each party submits to the non-exclusive jurisdiction of the courts of Western
Australia.
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