General terms and conditions of Spectris Australia Pty Ltd
These terms and conditions (“Conditions”) apply to all quotations and offers of Spectris Australia
Pty Ltd. (“Supplier”) and agreements concluded between the Supplier and its customer (“Buyer”)

regarding the sale of any PANalytical goods (“Products”) and/or performance of services including
but not limited to application support, maintenance and installation (“Services”), and to all otherlegal relationships between the Supplier and the Buyer. No other conditions (whether contained in
Buyer’s purchase order or otherwise) shall be binding on Supplier unless and to the extent they
are expressly agreed to in writing between the Buyer and Supplier.
1. Quotations and Orders

Prices, specifications, delivery dates and dates for the performance of Services referenced in the
Supplier's quotations are for information only and shall not be binding on the Supplier. Without
prejudice to any other provisions of these Conditions, Supplier shall not be liable for Buyers

actions based upon Supplier’s information that was for information purposes only. Quotations
terminate if the Buyer does not place an order with the Supplier within 60 days. By submitting anorder to the Supplier, the Buyer agrees to be subject to these Conditions in their entirety. All
orders must be bona fide commitments showing definite prices and quantities and mutuallyagreed (shipping) dates. No order, whether or not submitted in response to a quotation by the
Supplier, shall be binding upon the Supplier until and only to the extent that its terms are
explicitly accepted in writing by the Supplier.

The agreement so constituted between the parties shall hereinafter be referred to as the“Contract”.

Supplier shall be entitled to terminate the Contract if the competent Dutch authority fails to grant
any required export license, without any liability to Buyer.
2. Prices

Prices quoted are firm and based on Supplier costs at date of quotation for freight and insurance
and on rates of customs or other duties applying at that date. Variations in such costs or duties

and any other fiscal charges or taxes introduced by any government shall be for Buyer's account.

Prices quoted are exclusive of Australian or any other applicable Goods and Services Tax. Packing
and handling charges will apply to all orders.

The prices for Products and the fee for Services shall be the prices respectively fee specified in the
Supplier’s written order confirmation. Prices and fees do not include taxes, transport charges,

insurance and export and/or import charges or duties including without limitation sales, value

added tax, use or excise taxes, applicable to the Products sold and/or Services supplied under any
Contract, which taxes and other charges may, in the Supplier’s discretion, be added by the

Supplier to the sale price and/or fees or billed separately and which taxes and other charges shallbe paid by the Buyer unless the Buyer provides the Supplier with any necessary tax exemption
certificate. Unless otherwise agreed in writing, the Buyer shall be liable to pay the Supplier’s
charges for transport, packaging, insurance and export and/or import clearance.

3. Payment

Each shipment of Products shall be invoiced separately and the Buyer will be invoiced when the

Products are dispatched. Notwithstanding the foregoing, if the Products are to be installed by the
Supplier or a third party acting on its behalf, the Buyer will be invoiced in accordance with thefollowing payment scheme:-

30% of the price upon the Buyer’s receipt of the Supplier’s order confirmation;
60% of the price upon delivery of the Products in accordance with Article 7;

10% of the price after acceptance of the Products in accordance with Article 9.

In the event of a delay in the delivery or acceptance that is not attributable to Supplier, thepayment scheme shall not be affected and Buyer shall pay the instalments based upon the initiallyagreed upon delivery or acceptance date.

With respect to Services, the Supplier shall be entitled to invoice the Buyer, yearly in advance,
unless the parties have explicitly agreed otherwise in writing.

Terms of payment shall be net fourteen (14) days from date of invoice, unless otherwise agreed inwriting. All amounts due under a Contract shall be paid in full by the Buyer without deduction,
withholding, set-off or counterclaim.

The Supplier may, in its sole discretion, determine at any time that the Buyer's financial condition

requires full or partial payment in advance or the provision of security for payment by the Buyer ina form satisfactory to the Supplier. If the Buyer fails to make any payment when due then the

Buyer will be in default and all claims of Supplier will become fully due and payable immediately,

without prejudice to any other rights and remedies available to the Supplier. The Supplier shall beentitled to compensation of the statutory interest (as it applies to trade agreements) with respect
to the outstanding amount until the date of payment in full. The amount subject to thiscontractual interest shall be calculated daily. In the event of untimely payment, the Supplier shallbe entitled to compensation of all extra-judicial costs, including but not limited to costs involved
with sending reminders, notices of default or demand notices, which latter costs shall amount toat least 15% of the total payable amount, subject to a minimum of 500 AUD.
4. Risk and passing of Title

Risk of loss and damage to the Products shall pass to the Buyer on delivery in accordance with

Section 7, also in the event that the Products are to be installed. Any claims for loss, damage ormisdelivery shall be filed with the carrier and notified to Supplier within 7 days of the date ofdelivery. Products and Services shall be deemed finally inspected and accepted within ten days
after delivery of the respective Products respectively after providing of the respective Services

unless notice of rejection is given to the Supplier within such period or Section 9 is applicable.
Acceptance shall constitute acknowledgement of full performance by the Supplier of all
obligations under the Contract except as stated in Section 10.

The Supplier will retain title to the Products until full payment in accordance with Section 3. The
Buyer will be obliged to insure the Products delivered under retention of title against, inter alia,

fire and water damage and theft. The Buyer will pledge to the Supplier any claims it has pursuant

to such insurance policies upon the Supplier’s first request, as additional security with respect toSupplier’s claims against the Buyer.
5. Services

The Supplier shall provide Services in accordance with these Conditions and the terms of therelevant Contract. The Buyer shall, upon the Supplier’s reasonable request and otherwise as

required, provide the Supplier with all necessary information and materials to enable the Supplier
to provide Services in accordance with the terms of any relevant Contract. The Buyer will be

responsible for the completeness and accuracy of all such information and materials provided,
and will ensure that it is and remains entitled to provide the same to the Supplier for use inconnection with provision of the Services.
6. Specifications and Information

The Supplier may modify specifications of the Products provided the modifications do not

adversely affect the performance of the Products. In addition, the Supplier may furnish suitable
substitutes for materials used. All descriptions, illustrations and any other information relating to
the Products and Services contained in the Supplier’s catalogues, brochures, price lists,

advertising material and any sales or other particulars or literature are made by way of generaldescription, are approximate only and for the general guidance and information of the Buyer.

They shall not constitute warranties or representations by the Supplier nor shall they form part ofany Contract.

7. Shipment and Delivery

Unless otherwise agreed, the Supplier shall deliver or arrange for delivery of Products Carriage andInsurance Paid to (CIP Incoterms 2010, or the most recent version thereof) to the Buyer’s premises
or other delivery point agreed between the parties. Unless explicitly agreed otherwise in writing,any quoted and/or agreed dates for delivery of Products or providing of Services are approximate
only and the Supplier shall not be liable for any delay howsoever caused and time is not of theessence. The Supplier reserves the right to make delivery of Products and providing of Services by
instalments and to issue a separate invoice in respect of each instalment. When delivery of

Products or providing of Services is to be by instalments or the Supplier exercises its right todeliver the Products or provide the Services by instalments or if there is delay in the delivery of the
Products or providing of the Services of any one or more instalments for whatever reason the
Buyer shall not be entitled to treat the Contract as a whole as repudiated.
8. Installation and other Services

In case installation of the Products or the providing of other Services is agreed upon, the following
provisions shall apply and the Supplier’s price and planning are subject to the fulfilment of thefollowing provisions by or at the expense of the Buyer.

(a) The provision of adequate, conditioned and lockable storage on or near the installation site for
the Products to be supplied in such a way that the Products are protected against theft and any

damage or deterioration; any item lost or damaged during the storage period shall be repaired or
replaced at the Buyer’s cost.

(b) The timely execution and completion of the preparatory works at Buyer’s sole expense andrisk, in conformity with the requirements, which Supplier shall indicate to the Buyer in due time;

the site preparation shall be in compliance with all safety, electrical and building codes relevant to
the Products and their installation and/or other Services to be performed. Sufficiency of suchplans and specifications, specifically including, but not limited to the accuracy of the dimensions

described therein, shall be the sole responsibility of Buyer. The installation or Services site shall bemade available to Supplier without obstacles in due time to enable Supplier to start the installation
work or Services at the scheduled date; Supplier’s personnel shall not be called upon the
installation or Services site by Buyer until all preparatory works have been satisfactorily
completed.

(c) The availability of the Products to be delivered prior to installation and in proper condition at
the exact installation site.

(d) The timely provision free of charge of the permits, licenses, rights of way, etc. of the pertinentauthorities required for or in connection with the installation and/or other Services to be
performed and putting into operation of the Products to be delivered.

(e) The timely provision of all visa, entry-, exit-, residence-, work- or any other permits necessary
for Supplier’s personnel and for the import and export of tools, equipment and materials

necessary for the installation works, subsequent testing and/or other Services to be performed.
(f) The availability free of charge on or near the installation or Services site of adequate andlockable rooms for Supplier’s personnel (equipped with sanitary installations) and for the storageof such personnel’s tools and instruments.

In case any or all of the above conditions are not properly or not timely complied with, Supplierhas to work additional schedule hours, or Supplier has to interrupt its installation works,

subsequent testing or other Services for reasons not attributable to Supplier, the period ofcompletion shall be extended accordingly and any and all additional costs resulting therefrom

shall be for the Buyer’s account. Supplier neither assumes liability nor offers any warranty for thefitness or adequacy of the premises or the utilities available at the premises in which the Products
are to be installed, used or stored.
9. Acceptance of Installation

In case of installation of the Products, Supplier shall notify the Buyer when the Products installed
will be ready for testing and acceptance, inviting the Buyer to attend Supplier’s standard tests orsuch tests as may have been agreed upon in the Contract to demonstrate compliance with theagreed specifications and/or to inspect the installation work. If the Buyer fails to attend thetesting on the date notified, Supplier will commence with the tests according to Supplier’s

standard test procedures and these tests shall be considered performed in the presence of theBuyer and acceptance shall in such case take place on the basis of the results stated in the test

certificate signed by Supplier. In case the Buyer rejects the Products installed it should submit toSupplier the reasons for such rejection in detail and in writing within 10 days after completion of

the acceptance tests concerned. If, within Supplier’s reasonable opinion, the rejection is justified,Supplier shall as a sole remedy correct the shortcomings as soon as possible and the relevant

parts of the acceptance test shall be repeated within a reasonable period of time in conformity
which the procedures outlined above.

Upon acceptance of the Products, Buyer will sign the acceptance certificate. If within 10 days after
completion of the acceptance test Supplier shall not have received the acceptance certificate

signed by the Buyer or a report with a justified rejection, the Products installed shall then beconsidered as having been accepted by the Buyer. Minor defects or deviations not affecting theoperational use of the Products installed shall be stated in the acceptance certificate, but shall not
obstruct or suspend acceptance. Supplier undertakes to remedy such defects as soon as possible.
10. Warranty

The Supplier warrants that all Products shall be free from defects in material and workmanshipunder normal use for a period of one year from the earlier of the completion of Supplier’s

acceptance tests or 28 days after delivery to the Buyer save that the Supplier does not warrant that
operation of the Software (defined in Section 12) will be uninterrupted or error free or that all
program errors will be corrected.

The Supplier furthermore warrants that the Products comply with internationally generally

accepted industry standards. However, the Buyer shall be responsible for determining that theProduct is suitable for the Buyer's use and that the Product and the use thereof complies with any
applicable laws and regulations in the country or countries in which the Buyer intends to use theProducts. Consequently, the Supplier does not accept liability for any cost and damages that are
the result of non-compliance with any such local laws and regulations.

This warranty does not include any consumables such as filaments, lamps, fuses, sealed gas
detector tubes or other parts which fail as a result of normal usage.

The Supplier warrants that it shall perform the Services substantially in accordance with theContract and with reasonable skill and care.

In the event of any warranty claim, provided that the Buyer notifies the Supplier in writing of any

claimed defect in the Product immediately upon discovery and any such Product is returned at the
Buyer's risk to the Supplier, transportation charges prepaid, within one year from date of delivery
and upon examination the Supplier determines to its satisfaction, after a reasonable period toinspect such Products, that such Product is defective in material or workmanship, the Suppliershall, at its option, repair or replace the Products, shipment to the Buyer prepaid. The Suppliershall have a reasonable time to make the repairs or to replace the Product. Defective Products andparts become the Supplier’s property as soon as replaced. Any repair or replacement of a Productdoes not extend the period of the warranty. Notwithstanding the foregoing, the warranty period
for any replacement parts shall be six (6) months from the date of delivery of such parts.

Services which do not conform with the warranty under this Section and which are notified to the

Supplier within 10 days of the Buyer becoming aware of the same, and in any event no later than 2months after the date on which the Services were performed, shall, if the Supplier agrees they
were non-conforming, be reperformed as soon as reasonably practicable after the Supplier’s

receipt of notice of the non-conforming Services. If the Supplier finds in its sole discretion that it
can reasonably not be required to reperform the Services, or to replace or repair the Products orthat such reperforming of the Services, or replacement or repair of the Products is impossible, theSupplier shall credit the fees or price received regarding the respective Services or Products to the
Buyer. The Supplier shall not be liable for the breach of the warranty in respect of Products
supplied if:
(i)

(ii)

the Buyer makes further use of such Products after giving the notice required in thisSection;the defect arises from the Buyer’s own fault;(iii)

the defect arises from any drawing, design or specification supplied by the Buyer or(iv)

the defect arises other than out of manufacture including without limitation,

(v)
(vi)

from other materials or other property supplied by the Buyer;

circumstances of accident, misuse, unforeseeable use, neglect, alteration, improper
installation, improper adjustment, improper repair, or improper testing;the defect arises out of the use of the Products in conjunction with products ormaterials not reasonably contemplated by the Supplier;the defect results from the Buyer’s unauthorised addition to or modification of, or
failure to comply with the Supplier’s written instructions relating to, the Products or(vii)

Services; andthe defect arises out of any breach by the Buyer of its obligations to provide
information to the Supplier under the Contract.

If the Buyer fails to pay when due any portion of any payment due from the Buyer to the

Supplier under a Contract or otherwise, all warranties and remedies granted under this Section
10 will automatically cease to exist, unless the Supplier indicates otherwise. To the extent

permitted by law, the warranties, terms and conditions stated in this Contract are in lieu of allother conditions, warranties, terms or representations concerning the subject matter of thisContract which might otherwise be implied or incorporated into this Contract or any collateralcontract whether by statute, common law or otherwise, all of which are hereby excluded(including, without limitation, the implied conditions, warranties or terms as to satisfactory
quality, fitness for purpose or as to the use of reasonable skill and care). If Supplier is inbreach of a statutory guarantee, warranty or condition imposed or implied by law whichcannot be excluded, restricted, or modified, this Contract must be read and interpreted

subject to any such provisions and Supplier's liability, to the extent permitted by law, is limited
at its option, to the repair or replacement of the goods or paying the cost of having the goods

repaired or replaced or if the breach relates to services, the supplying of the services again; or
the payment of the cost of having the services supplied again. The provisions of this Section
10 apply without prejudice to the provisions of Section 11.
11. Liability

Supplier’s liability on the basis of an improper performance of any obligation or on the basis ofwrongful act or tort, is limited to the obligations set out in Section 10. The Supplier shall not beliable for consequential damage, including but not limited to loss of profit, loss of income, loss ofuse, loss of business, loss of revenue, loss of goodwill, or damage resulting from late delivery,

damage resulting from incorrect or improper use of the Products and/or Services by the Buyer,nor for damage resulting from any incorrect and/or incomplete information supplied by the Buyer.

Without prejudice to the foregoing, Supplier’s liability, if any, shall never exceed the amountreceived for the Products and/or Services that gave rise to the relevant liability. The liability

limitations set forth in these Conditions shall not apply if the damage was caused intentionally byor due to gross negligence of the Supplier’s executive management. Any claim for damages or forthe repair or replacement of the Products and/or for the delivery of missing parts, or for defective

Services, on whatever basis, as well as any right to dissolve the Contract, shall lapse at the earliestof the following times (i) if the defect or the damage concerning Products and/or Services isreported too late (as specified by Section 9 and 10) or (ii) if the applicable warranty period
specified by Section 10 has expired.
12. Software

The Supplier either has all rights, title and interest in the Software supplied by the Supplier for use
with the Products or is entitled to grant to the Buyer the right to use such Software and theSupplier shall at all times retain its rights, title and interest in all software, firmware, programmingroutines, and documentation relating to such Software supplied by the Supplier for use with theProducts, and of all copies made by the Buyer (collectively “Software”) and grants the Buyer a nonexclusive and non-transferable licence to use such Software solely for use with the Products.
13. Intellectual Property Rights

Notwithstanding delivery of and the passing of title in any Products and subject to Section 12 andthis Section, nothing in these Conditions or any Contract shall have the effect of granting ortransferring to, or vesting in, the Buyer any intellectual property rights in or to any Products

and/or Services. Buyer acknowledges and agrees that all property, copyright and other intellectual
property rights in any work or tangible deliverable item arising from or created, produced ordeveloped by the Supplier under or in the course of provision of any Services (the “Works”),

wherever in the world enforceable, including without limitations all right title and interest in andto the Services and all documents, data, drawings, specifications, articles, sketches, drawings,
reports, inventions, improvements, modifications, discoveries, tools, scripts and other items

relating thereto shall immediately upon creation or performance vest in and shall be and remain
the sole and exclusive property of the Supplier and the Buyer shall acquire no right, title orinterest in or to the same except as expressly stated in these Conditions.

The Supplier grants to the Buyer a non-exclusive, non-transferable licence to use such of theWorks as are necessary, and to the extent necessary, for the Buyer to obtain and utilise theintended benefit of the Services. If any claim is made against the Buyer that the Products orServices infringe the patent,

copyright or other rights of any third party, the Supplier shall indemnify the Buyer against all

losses, damages, costs and expenses awarded against, or incurred by, the Buyer in connection

with the claim or paid, or agreed to be paid, by the Buyer in settlement of the claim provided that:(i) the Supplier is given full control of any proceedings or negotiations in connection with any suchclaim; (ii) the Buyer shall give the Supplier all reasonable assistance for the purposes of any suchproceedings or negotiations; (iii) except pursuant to a final award, the Buyer shall not pay or

accept any such claim, or compromise any such proceedings without the consent of the Supplier;(iv) the Buyer shall do nothing which would or might vitiate any insurance policy or cover which

the Buyer may have in relation to such infringement and shall use its best endeavours to recover

any sums due thereunder and this indemnity shall not apply to the extent that the Buyer recovers
any sums under any such policy or cover; (v) the Supplier shall be entitled to the benefit of, andthe Buyer shall accordingly account to the Supplier for, all damages and costs (if any) awarded infavour of the Buyer which are payable by, or agreed with the consent of the Buyer (which consent
shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim;and (vi) without prejudice to any duty of the Buyer, the Supplier shall be entitled to require theBuyer to take such steps as the Supplier may reasonably require to mitigate or reduce any suchloss, damages, costs or expenses for which the Supplier is liable to indemnify the Buyer under thisSection, which steps may include (at the Supplier’s option) accepting from the Supplier non-infringing, modified or replacement Products or Services. The Supplier shall have no obligation or
liability under this Section insofar as the infringement arises from: (i) any additions ormodifications made to the Products and/or Services in question, otherwise than by the Supplier orwith its prior written consent; (ii) any information provided by the Buyer to the Supplier including
without limitation any specification; (iii) performance by the Supplier of any work required to any
Products, or performance of any Services, in compliance with the Buyer's requirements or

specification; (iv) a combination with or an addition to equipment not manufactured or developedby the Supplier; or (v) the use of Products beyond that scope established by the Supplier orapproved in writing by the Supplier. Without prejudice to Section 11, this Section states the entire
liability of the Supplier and the exclusive remedy of the Buyer with respect to any alleged
infringement of intellectual property rights belonging to a third party arising out of or inconnection with the performance of any Contract. This Section shall be subject to the limits ofliability in Section 11.
14. Force majeure

The Supplier shall not be liable for any damage incurred by the Buyer in the event of improper

performance if this is due to the occurrence of events which cannot be attributed to the Supplieron the basis of either the Supplier’s fault, or by virtue of law, agreement, generally prevailing

opinion or as otherwise specified in this Article 14 (“force majeure”). If the period during which the
Supplier cannot fulfil its obligations exceeds or will exceed two months, either party shall beentitled to terminate the Contract without judicial intervention and without any obligation to pay
damages to the other party. If the Supplier has performed part of its obligations when thesituation of force majeure arises or if it can only perform part of its obligations, it shall be entitled
to separately invoice the Buyer for the partial performance and the Buyer shall be obliged to pay

such an invoice as if it concerned a separate agreement. Within the meaning of this Section, force
majeure shall include strikes, export regulations or export prohibitions, lack of raw materials,

delays in deliveries by suppliers and transportation problems, war, civil war, insurrection, fires,floods, labour disputes, epidemics, governmental regulations and/or similar acts, freight

embargoes, non-availability of any required permits, licenses and/or authorisations, defaults orforce majeure of suppliers or subcontractors, or any other causes falling beyond the reasonable

control of the Supplier. These circumstances shall constitute force majeure for both the Supplierand its suppliers.

15. Confidential Information
Each party undertakes to keep confidential, not use for its own purposes and not without the priorwritten consent of the other party disclose to any third party, any information of a confidential
nature belonging or relating to the other party which may become known to it unless suchinformation is or becomes public knowledge (other than by breach of this Section) or is required
to be disclosed by order of a competent authority.
16. Cancellation, Rescheduling and Termination

If Buyer for any reason seeks to terminate the order identified in this quotation in whole or in part,it may do so only by giving written notice of termination to Supplier and simultaneously paying
Supplier the following termination charges:(a) 25% of the total Purchase Price, if notice of termination is received by Supplier at least 60 days
prior to scheduled date of shipment of the products from Supplier’s place of shipment or,(b) 50% of the total Purchase Price if notice of termination is received by Supplier 30 to 60 days
prior to the scheduled date of shipment or ,(c) 75% of the total Purchase Price if notice of termination is received by Supplier less than 30 days
prior to scheduled date of shipment.

Termination of the contract will not be accepted after shipment of the products. Upon receipt of atermination notice, Supplier may immediately cease work on the Buyer order.

Contracts for Services shall commence on the commencement date identified in the relevantContract and, subject to earlier termination in accordance with this Section, shall continue in force
for the initial term as prescribed in such Contract and will thereafter be automatically renewed for
additional periods of one year, unless terminated upon ninety (90) days prior written noticeeffective against the end of the initial or any renewal term. If a Contract for Services does not

specify any (initial) term, the Contract will be deemed entered into for an indefinite period that
may be terminated at any time by the Supplier or the Buyer upon ninety (90) days prior written
notice.

Notwithstanding the foregoing, either party may terminate a Contract for Services immediately at
any time by written notice to the other party if the other party commits a material breach of theContract for Services which is incapable of remedy or which it fails to remedy within thirty days
(30) of receiving written notice requiring it to be remedied. Upon termination or expiry of any

Contract for Services, each party shall, except to the extent permitted or required to exercise of

perform its continuing rights, or obligations hereunder, return to the other party all property ofthe other party then in its possession, custody or control and shall not retain any copies of thesame. Termination of any Contract in accordance with these Conditions shall not affect theaccrued rights or liabilities of the parties at the date of termination.
17. Suspension and dissolution

Without prejudice to the Supplier’s rights under these Conditions or under the law, the Suppliershall at any rate be entitled to suspend (further) performance or to dissolve any Contract, in whole
or in part, if (i) any goods of the Buyer become subject to attachment, (ii) the Buyer is granted asuspension of payments or is declared bankrupt, (iii) any permits or licences are withdrawn
required for the performance of any Contract, (iv) the Buyer fails to fulfil one or more of its

obligations ensuing from any Contract, (v) the Suppliers has sound reasons to believe that the

Buyer is or will be unable to fulfil its obligations under any Contract, or (vi) the Buyer ceases its

business or if a change occurs in the control of that business. Any right of the Buyer to suspend
performance is hereby excluded.
18. Export Control Compliance

Buyer agrees to comply with all applicable export control laws, rules and regulations in connection
with its activities under this Contract, including without limitation those applied by the United

Kingdom, Australia and United States. Buyer understands that where Supplier’s obligations under
this Contract to supply Products or render Services are subject to governmental export control

laws and regulations, the performance of this Contract and Buyer’s use or export of any Products
delivered by Supplier shall be conditional upon the grant of all necessary permits or licenses.
Buyer shall provide all information and documentation, including where necessary end user

certification, not in Supplier’s possession and required by the relevant application procedure toenable Supplier to make the necessary applications for permits or licenses required for the supplyof Products or parts or for the rendering of Services to Buyer.

Supplier shall be relieved from its obligations to Buyer to supply any Products or parts or to render
any Services to the extent that applications for permits or licenses for the same are refused by arelevant governmental authority. To the fullest extent permitted by law, Buyer shall have no rightto claim compensation for damages, loss of business or otherwise arising from such a refusal.

19. Governing Law, Dispute Settlement, Miscellaneous

All offers and any Contract shall be governed by the laws of the state of New South Wales. The

United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded.
Any dispute arising out of or in connection with this Contract, including its interpretation andenforcement or termination of the Contract, which cannot be settled amicably, shall be settled byarbitration, which will be conducted in accordance with the Rules of Arbitration of theInternational Chamber of Commerce, which rules are deemed to be incorporated by reference into
this clause. The number of arbitrators shall be one (1). The place of arbitration shall be Sydney.
The arbitration proceedings shall be conducted in the English language and the award shall be

written in English. The award of the arbitrator(s) will be final, binding and non-appealable, and nojudgment may be entered thereon in any court of competent jurisdiction.
Any and all

Failure by the Supplier to exercise or enforce any rights hereunder shall not be deemed to be awaiver of any such right nor operate so as to bear the exercise or enforcement thereof any time ortimes thereafter. No breach by Buyer of any of these terms and conditions shall be taken to have

been waived or released by Supplier unless such waiver is in writing signed by Supplier’s Business

Manager. Supplier is at liberty to employ sub-contractors on all or any part of this Contract. If any
provision or part of a provision of these Conditions is or is held by any court of competentjurisdiction to be unenforceable or invalid, such unenforceability or invalidity shall not affect theenforceability of any other provision. The Buyer may not assign, transfer or otherwise dispose of
all or any of its rights or delegate any of its obligations hereunder, in whole or in part, without theprior written consent of the Supplier. Variation to any Contract must be in writing and signed by
the authorised representatives of the parties. All notices given under these Conditions shall besent to the address of the other party set forth in the quotation or to such other address as suchparty may designate from time to time by such notice. Notice shall be regarded as properly given

if sent in writing and shall be deemed to have been served on delivery if sent by hand, 2 days after
despatched if sent by post, and on confirmation of transmission, if sent by facsimile.

PANalytical/Spectris Australia Pty Ltd
24/31 Governor Macquarie Drive
Chipping Norton
NSW 2170
Australia

June 2016 version