Standard Terms of Business – Equipment Sale or HireRIEDEL Communications Australia Pty Ltd.
These Standard Terms of Business (“Terms”) set out the termsof the agreement between Riedel Communications Australia Pty
Ltd. ABN 14 128 794 785 (with its licensees, assigns andnominated agents, “RIEDEL”) and the person or entity to whom
the accompanying Quotation or Order Confirmation is addressed(the “Customer”) upon which RIEDEL will provide the Customer
with the equipment (on a permanent or temporary basis) and/or
services described in the Quotation or Order Confirmation. These
Terms and the Quotation and/or the Order Confirmation together
constitute the agreement between RIEDEL and the Customer(“Agreement”).
1.
Agreement
1.1 This Agreement is the entire agreement of the parties inrespect of the matters dealt with in this Agreement andsupersedes any former written or oral agreements between
RIEDEL and the Customer, except as otherwise expressly
agreed in writing signed by both parties.
1.2 If a provision in these Terms conflicts with a term in the
Quotation or the Order Confirmation, the provision in the
Quotation or the Order Confirmation prevails to the extent
of the inconsistency.
1.3 Any offer contained in the covering letter and Quotation
and/or Order Confirmation remains valid for a period of 30days from the date of the offer. Any offer made by RIEDEL
is subject to change and is only binding on the parties uponsigning of this Agreement by the Customer.
1.4 For the avoidance of doubt, RIEDEL’s published productinformation (for example, information about thecapabilities, dimensions, performance specifications anddata and any other information in relation to the Equipment
or Services) does not form part of this Agreement.

deemed to be in good working order and condition at thetime of delivery.

tear) in addition to the Fee. The Customer will promptly pay
the repair costs set out in a written notice from RIEDEL.

3.2 If the Quotation is for the hire of Equipment, then the
Customer must:

4.5 Unless a Damage Waiver is expressly set out in the
Quotation, no Damage Waiver applies.

a)return the Equipment by or before 5:00 pm on the day the
Hire Period expires or the next business day unlessotherwise agreed in writing by RIEDEL;b)

treat the Equipment in a diligent and careful manner andreturn the Equipment in the original case used for thedeliver of the Equipment;

4.6 The Fees set out in a Quotation are subject to the timeline
specified in the Quotation. If the timeline is changed forreasons outside of RIEDEL’s control, then RIEDEL may vary
the fees to account for any change in RIEDEL’s costs.

c)ensure that installation and use of the Equipment complies
with all statutory requirements and regulations as are inforce from time to time and any fees or costs associatedwith statutory requirements will be borne by the Customer;d)properly secure and protect the Equipment at the place of
hire;

e)

return the Equipment in good working order and inaccordance with clause 13.4;

f)where the Equipment is lost, damaged or stolen,
immediately notify RIEDEL, and it is the Customer’s sole
responsibility to ensure that all internally-charged
Equipment is sufficiently charged for the Customer’s
intended use

3.3 If the Quotation is for the hire of Equipment, then the
Customer must not:a)

1.5 A Quotation may be for the sale or hire of equipment(besides the provision of Services). Certain terms in theseStandard Terms of Business only apply to Quotations forthe hire of equipment (a “Hire Quotation”).
2.
RIEDEL Obligations
2.1 RIEDEL will provide the Services and the Equipment ingood working order to the Customer (however, noguarantee is given that internally-charged Equipment will
be fully charged on delivery, because factors such astemperature variation affect the battery charge level ofsuch Equipment);
2.2 In case of a Hire Quotation, Riedel will:a)allow the Customer to take possession of and use theEquipment for the Hire Period;b)provide the Equipment
Commencement; andc)where an item of Equipment ordered by the Customer is
not available at Commencement, use reasonableendeavours to provide a functionally substantiallyequivalent item of equipment to the Customer.

to

the

Customerat

2.3 All deliveries of Equipment and RIEDEL services are subject
there being no obstacles due to national or international
regulations, in particular export control regulations as wellas embargoes or other sanctions.
2.4 Where a Quotation or Order Confirmation provides for adaily rate, the daily rate covers the Services for a maximumof 10 working hours, inclusive of travel and break times.
Overtime hours are not included and would be billed
separately.
3.
Customer General Obligations
3.1 The Customer must:a)b)ensure that any person taking delivery of the Services andthe Equipment on behalf of the Customer is properly
authorized to do so;ensure that any required import, export and freight licences
etc. are available. The Customer must provide all
information, documents, approvals and certificatesrequired for export, import or shipment prior to delivery, at
the Customer’s expense. If the Customer is in breach of thisclause 3.1(b), any dates for delivery or for the provision of
any services by RIEDEL under this Agreement are
postponed accordingly at the Customer’s cost.

c)indemnify RIEDEL for any injury or damage caused by,related to or arising out of the Customer’s hire or use of theEquipment;d)where the Equipment is delivered or collected by the
Customer in damaged, defective or faulty condition, notify
RIEDEL within 24 hours of delivery or collection. If the
Customer does not so notify RIEDEL, the Equipment is

SIMP-1974700639-586\3.0v.20-09-01

tamper with, alter, damage or repair the Equipment(including its hardware or software) without RIEDEL’s priorwritten consent). Where the Equipment is altered ordamaged, the Customer will pay the cost of restoring theEquipment to its original state and condition or replacing
the Equipment as the case may be. Where the Equipment
is radio equipment, the Equipment will be delivered set at
pre-set frequencies unless otherwise agreed in writing prior
to Commencement;b)remove the Equipment from the state of Australia specified
in the Quotation or from Australia without RIEDEL’s priorwritten consent;c)deface, obscure or remove any identifying marks, notices
or warnings on the Equipment; ord)sublet the Equipment to any third party without the priorwritten consent of RIEDEL. The Customer remains fully
liable for its obligations under this agreement where it
sublets Equipment to a third party.

3.4 Both during the performance of the Services and for aperiod of two years after the termination or conclusion ofthis Agreement, the Customer must not poach employees
of RIEDEL or attempt to do so, and must not incite third
parties to poach or assist in poaching activities related to
RIEDEL’s employees.
4.
Fee
4.1 The Customer must pay RIEDEL the fee quoted in the
Quotation or Order Confirmation for the Equipment orServices (“Fee”) and their delivery to the Customer.
Delivery fees may be separately charged at expressdelivery rates if this is required for the timeline specified in
the Quotation, including because of a Force Majeure Event.
4.2 The Fee set out in Quotation or Order Confirmation remains
valid for a period of 30 days after the date of the order. The
Fee does not include the price of any transportation,
shipping or insurance. The Customer must pay any and alltransportation, shipping, insurance and other charges asinvoiced.
4.3 If the Quotation is for the hire of Equipment, then where theCustomer fails to return the Equipment to RIEDEL in
accordance with clauses 3.2 and 3.3, RIEDEL will charge
the Customer, and the Customer must pay, a fee for
unreturned Equipment, calculated by reference to
RIEDEL’s undiscounted weekly hire card rate for such
Equipment pro-rated on a daily basis, as well as othercosts, expenses or charges which RIEDEL incurs as a resultof the unreturned Equipment. If Equipment remains
unreturned for over 14 days after the Hire Period the costof replacement of the unreturned Equipment will becharged to the Customer.
4.4 If the Quotation is for the hire of Equipment, then the
Customer is responsible for the cost of repairing any
damage to the Equipment (other than reasonable wear and

4.7 Any amounts set out in the Quotation or Order Confirmationor otherwise communicated by RIEDEL are expressed
exclusive of GST and any applicable sales, duties or othertaxes, unless otherwise specified. In addition to the Fee
and any other charges it is entitled to charge to theCustomer, RIEDEL is entitled to charge the Customer theamount of any sales tax, duties or Goods and Services Tax
payable in respect of the Equipment whether or notincluded in RIEDEL’s invoice. RIEDEL will provide theCustomer with tax invoices as required by applicable law.
The Customer indemnifies RIEDEL against the full amountof the withholding taxes as well as any associated penalties
or interest.
5.
Payment Terms and interest
5.1 RIEDEL will provide an invoice to the Customer for theEquipment (or the Services) set out in the Quotation.
5.2 Except as otherwise agreed in writing, the Customer must
pay to RIEDEL the Fee as invoiced within 10 days from thedate of the invoice.
5.3 Time is of the essence in relation to payment of the Fee.
Time is not of the essence in relation to delivery.
5.4 The Customer is responsible for any import duties.
5.5 Orders are binding once received by RIEDEL. RIEDEL is not
obliged to take back partial quantities of unused products
ordered by the customer. If RIEDEL agrees as a gesture of
goodwill to take back partial quantities of unused andoriginally packaged products, RIEDEL is entitled to chargea re-stocking fee of 15 percent of the list price of therespective products.”
5.6 RIEDEL may charge simple interest on overdue amounts,
calculated at the most recently published Reserve Bank
cash rate plus eight percentage points, and applied to dailybalances outstanding until payment in full of all amounts
owing.
5.7 RIEDEL must be advised in writing of any disputed
invoices or accounts within 10 days of date of invoice,otherwise the Customer will be deemed to have accepted
the Fee and any other amount included in the invoice ascorrect.
6.
Delivery
6.1 The date of delivery is non-binding for RIEDEL, unlessotherwise explicitly stipulated as fixed date in the
Quotation.
6.2 Delivery is conditioned upon timely and proper
performance of all duties of the Customer and uponclarification of all technical questions.
6.3 RIEDEL is authorized to employ subcontractors to provide
its services.
7.
Force Majeure
7.1 RIEDEL will not be liable or in default of this Agreement forany delay or failure resulting from a Force Majeure Event
provided that it notifies the Customer as soon aspracticable after it becomes aware of that Force Majeure
Event.
7.2 In the event of force majeure, the provisions of section 14of these Standard Terms of Business shall apply in all otherrespects (unless otherwise specified in the Quotation).
8.
Risk and Title
8.1 RIEDEL deals in highly specialized communications
equipment which is of high value. Accordingly, where theCustomer has hired Equipment, then if RIEDEL suspects
that the Equipment is likely to be damaged, stolen, seizedor taken possession of (including as part of any liquidation,
receivership or similar event), RIEDEL can unilaterally
terminate the term of this Agreement and take possessionof the Equipment. If this happens the Customer’s only
remedy will be a refund of that portion of the Fee relating
to the portion of the Hire Period then unexpired at the date
RIEDEL takes repossession of the Equipment, but only toPage 1 of 3

Standard Terms of Business – Equipment Sale or HireRIEDEL Communications Australia Pty Ltd.
the extent that RIEDEL does not have some other claim or
set off under this Agreement.
8.2 Risk in the Equipment delivered pursuant to thisAgreement passes to the Customer on RIEDEL’s delivery to
the Customer. The Customer must insure the Equipment
against that risk.
8.3 The Customer must handle the Equipment with due careand is responsible for damage to, loss or theft of theEquipment.
8.4 If the Customer hires Equipment pursuant to a Hire
Quotation, then title and ownership in the Equipment willremain with RIEDEL at all times. The Customer holds all
Equipment as bailee and fiduciary agent on RIEDEL’s
behalf. As such Customer must store the Equipment safely,
and in a manner so it is clearly identifiable as RIEDEL’s;
8.5 If the Customer hires Equipment pursuant to a Hire
Quotation, then if any of the following occur: the Customer
fails to pay all or part of the Fee for Equipment and/or
Services when due; or the Equipment is not returned at theend of the Hire Period; then RIEDEL has the immediateright to:a)recover possession of the Equipment wherever it may be;
andb)

on reasonable notice, enter into Customer’s premises or
any other premises on which the Equipment is held tosearch for and remove it.

8.6 If the Customer becomes insolvent; or, whether voluntarily
or involuntarily, the Customer is subject to winding up,
insolvency administration or receivership, then RIEDEL has
the immediate right to:a)recover possession of the Equipment wherever it may be;
andb)

on reasonable notice, enter into Customer’s premises or
any other premises on which the Equipment is held tosearch for and remove it.

8.7 Customer must notify RIEDEL promptly on any event set out
in clause 8.5 or 8.6 arising and assist and indemnify
RIEDEL in RIEDEL’s recovery.
8.8 Where RIEDEL has sold Equipment outright to theCustomer, RIEDEL retains title of the Equipment until all
Fees for the Equipment, as well as any other amounts due
to RIEDEL from the Customer, have been paid to RIEDEL.
9.
Application of the Personal Property Securities Act 2009
Customer expressly acknowledges that RIEDEL may haveregistrable security interests under the Personal Property
Securities Act 2009 in relation to the supply in Australia (the“Act”) of any Equipment supplied under this Agreement. To theextent that RIEDEL has a registrable security interest in the
Equipment, then:a)b)Without prejudice to any other rights or remedies arisingout of a breach of this Agreement by the Customer, if
RIEDEL registers a security interest under the Act, it may
exercise any or all remedies afforded to it as a secured
party under the Act; andCustomer expressly agrees, to the extent permissible bylaw (including under the Act): that the Customer will not rely
on, Customer waives and Customer contracts out of, any
rights it may have under the Act in relation to RIEDEL’s
enforcement of any security interest created or provided forby the terms of the Agreement; and that Customer will notseek to enforce and RIEDEL is not obliged to abide by, any
obligations the Act may impose upon RIEDEL in relation to
any registrable security interests created by thisAgreement.

10. Warranty and Limitation of liability
10.1 RIEDEL warrants to the original purchaser of RIEDELbranded Equipment that the Equipment will be free fromdefects in materials and workmanship under normal use,
for the Warranty Period. This warranty is subject to thefollowing requirements:a)

The warranty does not include Equipment that theCustomer opens or alters without the prior written consent
of Riedel, or Equipent that is not properly stored,transported and used by the Customer. The warranty does
not include defects due to normal wear and tear or
deterioration.

b)

The Customer must inspect the Equipment for conformity
with the Quotation and visible defects within 5 businessdays of delivery (or such other time frame as agreed
between the parties in writing), and provide RIEDEL with

SIMP-1974700639-586\3.0v.20-09-01

immediate written notice of any detected deviations fromthe Quotation or visible defects. If the Customer fails toproperly inspect the goods or report defects, RIEDEL's
liability for defects not reported, not reported in time or notreported properly is excluded.
c)

Defects caused by the Customer’s specifications under any
custom order are not covered by the warranty under thisclause.

RIEDEL may in its absolute discretion choose to repair or replace
defective parts or deliver conforming goods under the warranty
in this in clause 10.1.
10.2 Subject to the warranty in clause 10.1 and thosewarranties that cannot be specifically excluded under theCompetition and Consumer Act 2010, RIEDEL makes nowarranty to any person in relation to the Equipment orServices.
Otherterms,
conditions,warranties,
undertakings, inducements or representations, whether
express or implied, or implied under statute, including
without limiting the foregoing each State Sale of Goods Act,are expressly excluded and RIEDEL expressly excludes allof its liability for the same.
10.3 Where any relevant legislation implies any term, condition
or warranty into this Agreement that cannot be excluded,
restricted or modified at all or only to a limited extent, theterm, condition or warranty will apply, except to the extent
it can be excluded. RIEDEL’s liability for breach of any suchterm, condition or warranty (other than a term, condition or
warranty implied by the Competition and Consumer Act
2010, Schedule 2, The Australian Consumer Law, Part 3-2
Division 1), or for a breach of the warranty given in clause
10.1, will be limited at RIEDEL’s option, to any one or moreof the following:a)b)

In the case of goods: the replacement of the goods or the
supply of equivalent goods, the repair of the goods, thepayment of the cost of replacing the goods or of acquiring
equivalent goods or the payment of the cost of having thegoods repaired; orIn the case of Services: the supplying of the Services againor the payment of the cost of having the Services supplied
again.

10.4 To the extent permitted by law, RIEDEL will not be liable to
the Customer whether in contract (including failure toabide by the terms of this Agreement) or for negligence orotherwise including for any indirect or consequential loss
or damage (including loss of profits, loss of data or failure
to realise anticipated savings or benefits, or failure ofscheduled events), however caused, including but notlimited to loss or damage caused by a breakdown of datalines or as a result of the failure of the security or integrityof any data communications conducted over the Internet.

approved in writing by RIEDEL or in accordance with thisAgreement..
11.2 RIEDEL retains ownership of and reserves all rights to any
intellectual property contained in the Equipment (including
copyright and copyrightable works, computer programs,
software, firmware or source code; patents and inventions;trade secrets and know-how; database rights, drawings,etc.).
11.3 The Customer must not use RIEDEL's intellectual property
beyond the purpose of the contract unless such use isabsolutely necessary for the performance of the contract(e.g. within the scope of the use of the Leased Equipment).
12. Modification of material contractual circumstances
12.1 RIEDEL shall have the unilateral right to terminate theagreement with the Customer if a change in the applicablelaws leads to a fundamental change in the contractual
circumstances or if there is a supply shortage for which
REIDEL is not responsible. Fundamental changes shall
include, but are not limited to circumstances:a)where the contractually obliged provision or receipt ofservices is rendered impossible;b)where the continuation of the contract would place asubstantial and significant financial burden on RIEDEL
which was not foreseeable at the date of the contract. Sucha substantial and significant burden is generally inferred
when the contractual costs increases by at least 10
percent;c)

where the performance of the contract would be against
the then applicable competition law;d)where RIEDEL is "let down" by sub-suppliers through nofault of its own (reservation of self-supply).

12.2 In any event, RIEDEL shall particularly be entitled to impose
on the Customer all costs incurred by RIEDEL caused by
the Customer as a result of the withdrawal of the United
Kingdom from the European Union, in particular the costsof importing and exporting a delivery to the United Kingdom
for the Customer.
13. Term of Lease and Return of Leased Equipment
13.1 Where the Customer hires Equipment pursuant to a Hire
Quotation, the term of the Hire Period is stipulated in the
Quotation.
13.2 The Customer may terminate the Hire Period if a) it has
provided RIEDEL with written notice of RIEDEL's material
breach of a term of the Agreement requiring RIEDEL to
remedy that breach, and the breach is not cured within 21
days of receipt by RIEDEL of the written notice; or b) inaccordance with clause 14.2.

10.5 Notwithstanding any other provision of this Agreement,
RIEDEL’s maximum total liability to the Customer pursuant
to this Agreement is limited to a refund to the Customer of
any amount paid to RIEDEL for the Equipment or Services
pursuant to this Agreement in the 12 months period prior
to the date the liability arose.

13.3 RIEDEL can immediately terminate this Agreement on
written notice of termination to the Customer if the
Customer has not paid RIEDEL in accordance with thisAgreement, if the Customer enters into insolvency
proceedings or otherwise fails to fulfil his obligations under
the contract despite having received a warning by RIEDEL.

10.6 Each party will use its best efforts to mitigate any loss, cost,
expenses or damage which it incurs in connection with thisAgreement.

13.4 The Customer undertakes to return at its own expense theEquipment cleaned, in original condition and in the originalcase in which the Equipment was initially delivered, after
the lease ends. The return is only possible during RIEDEL’s
business hours.

10.7 The Equipment may include software including (opensource) components provided by third parties. Any software
provided by RIEDEL shall be provided in accordance withthe applicable licence terms (EULA). RIEDEL expressly
disclaims all warranties and guarantees with respect tosuch software, including, but not limited to, all implied
warranties of merchantability and fitness for a particularpurpose. In no event shall RIEDEL or its licensors be liable
for any direct, indirect, consequential, incidental, punitive,
exemplary or special damages or any other damages
whatsoever arising out of or in connection with the use or
performance of the software.
11. Intellectual Property
11.1 The Customer must not, directly or indirectly: (a)disassemble, decompile or reverse engineer, or allow athird party to reverse disassemble, decompile or reverse
engineer the whole or any part of the Equipment or any
software used or supplied with the Equipment or otherwise
attempt or allow any other party to obtain the algorithms bywhich the Equipment perform their functions except as andto the extent that the Customer is authorised to do sounder this Agreement; nor (b) combine, incorporate or use
any item of Equipment or software in connection with the
Equipment or Services in any way other than where

13.5 If the Customer does not return the Equipment upon theend of lease RIEDEL reserves the right to claim thestipulated or usual rent as loss-of-use indemnification forthe duration of the delayed return in accordance withclause 4.3.
13.6 If the Customer loses or breaks the Equipment or for any
other reason is not able to return it to RIEDEL upon the endof the lease, the applicable list price will be invoiced to theCustomer in accordance with clause 4.3.
14. Legal consequences in case of withdrawal from theAgreement or termination prior to delivery of theEquipment due to impossibility, deterioration of theEquipment or in case of contractual right to Cancellation
14.1 In principle, the Customer shall bear the risk of theexecution of any event planned by the Customer and ofachieving the purpose planned by the Customer in relation
to the Equipment (and with the exception of the services
that RIEDEL must provide or is responsible for under thecontract). In particular, the Customer bears the risk of the
RIEDEL services not actually being used, as well as toexternal circumstances (including Force Majeure Events)

Page 2 of 3

Standard Terms of Business – Equipment Sale or HireRIEDEL Communications Australia Pty Ltd.
that could make the implementation or benefit of thisAgreement difficult or even impossible.

make RIEDEL’S Confidential Information available to any
third party.

for any reason whatsoever, such provisions as are notfound to be unenforceable or void will remain in effect.

14.2 Where the Customer has agreed to a Quotation for the hireof Equipment, then the Customer can withdraw from theHire Period if it provides written notice to RIEDEL 10 ormore days before Commencement and one of the following
conditions applies:

16.2 For the purposes of this clause 16, “Confidential
Information” includes, information on RIEDEL’S products,
Work Product, manufacturing processes, knowhow/business secrets, business relations, businessstrategies, business plans, financial planning, personnel
matters irrespective of the medium in which it is obtainedby the Customer.

19. Further Assurances
The Customer, at its own expense and within a reasonable timeof being requested by RIEDEL to do so, must do all things andexecute all documents that are reasonably necessary to give full
effect to this Agreement, including but not limited to authorising
RIEDEL to gain access to the Equipment in the circumstances
described at clause 7.5.
20. Dictionary
20.1 “Commencement” means the date when the Customer
takes possession of the Equipment.

a)

RIEDEL has notified the Customer that the requested
RIEDEL service is impossible or the leased item hasdeteriorated; orb)

RIEDEL has agreed in writing that the Customer has a
withdrawal right; or14.3 Cancellation under clause 14.2 is subject to the Customer
paying the following lump sums (unless otherwise agreed
upon in the Quotation):a)

Up to 3 months before the beginning of the Hire Period orprovision of the services, the obligation to pay the Hire Fee
shall be waived, with the exception of costs and expenses
incurred by RIEDEL up to this point in time.

b)

Between 3 months and one month before the beginning of
the Hire Period, 50 percent of the originally agreed Hire Fee
must be paid.

c)

Between one months and 10 days before the beginning of
the Hire Period, 80 percent of the originally agreed Hire Fee
must be paid.

d)From 10 days before the beginning of the Hire Period, awithdrawal or termination by the Customer is in any caseprecluded and the full lease price must be paid.

14.4 The Customer acknowledges that the above amounts
represent a genuine pre-estimate of damages, costs or
expenses that RIEDEL would incur as a result of theCancellation, including by reason of work incurred in
preparation of the Equipment, configuration, installation,etc. as well as any third-party services already contracted.
14.5 RIEDEL shall make reasonable efforts to reduce the priceto be paid by the Customer in the cases specified in section
14.2. Therefore, RIEDEL shall attempt, to the extent
possible and reasonable, to terminate contracts with third
parties and to use the goods/services already ordered or
prepared or which can no longer be cancelled or be used
for other events or other customers.

16.3 All information obtained by the Customer from RIEDEL or
created within the scope of this Agreement, including any
Work Product must be returned to RIEDEL or deleted
and/or destroyed upon RIEDEL’S written request after theconclusion or termination of the Agreement, including all
copies made by the Customer or any third parties. In caseof deletion and/or destruction, the reconstruction of theinformation must be excluded. The complete return ordeletion and/or destruction shall be confirmed in writing by
the Customer upon request by RIEDEL
16.4 This obligation of secrecy does not apply to informationthat is in the Customer’s possession other than by adisclosure from RIEDEL or a breach of an obligation ofconfidentiality by any person, as well as independent
developments of the Customer outside the services. The
burden of proof that such information was obtained otherthan by a disclosure from RIEDEL, a breach of an obligationof confidentiality or that it is an independent development
outside RIEDEL' services, lies with the Customer.
16.5 The Customer may disclose Confidential Information of
RIEDEL to group companies, contractors and agents onlywith the written consent of RIEDEL and subject toconfidentiality obligations at least as strict as thosecontained in this clause 16.
16.6 The Customer shall not acquire any ownership of or further
rights of use (beyond the use of the confidential
information for purposes of the execution of the contract)
in any Confidential.

a)to its legal and financial advisors for the purposes ofreceiving professional advice; andb)provided it has first notified RIEDEL, as required by law,and subject to the Customer complying with RIEDEL’S
reasonable and lawful directions with respect of suchdisclosure.

17. Data Protection
If the provision of any services by RIEDEL involve theprocessing of personal data of the Customer, the parties
shall enter a data processing agreement provided by
RIEDEL for this purpose or any further agreements that
may be necessary. Information on the processing of
personal
data
can
be
found
at
https://www.riedel.net/en/meta/data-privacy.

15.2 Any expense incurred as a result of any delay in performing
the Services due to factors outside RIEDEL’s control will beborne by the Customer at the rates set out in RIEDEL’s
price list.

18. General
18.1 The construction, validity and performance of thisAgreement is governed in all respects by the laws of New
South Wales, and the parties submit unconditionally to thejurisdiction of the Courts of New South Wales.

16. Confidential Information
16.1 Unless otherwise provided, all information disclosed by
RIEDEL to the Customer must be treated as secret andstrictly confidential and shall be securely stored using
appropriate protective measures. For the duration of thecontractual relationship and beyond, the Customer may not

SIMP-1974700639-586\3.0v.20-09-01

20.3 “Equipment” means those items of equipment set out in
the Quotation and includes any tools, parts andaccessories that are supplied to the Customer with the
Equipment.
20.4 “Force Majeure Event” means events, occurrences, orcauses beyond the control and without negligence of
RIEDEL, including without limitation acts of God, strikes,
lockouts, riots, acts of war, earthquakes, fire, explosions
flood, natural catastrophes, pandemics/epidemics, theactions or omissions of government agencies including inrespect of export control, import control and embargo or
quota regulations as well as foreign exchange restrictions,and failure of third party technology providers such as
internet service providers and carriers as well as water
ingress, power blackout and disconnection or destructionof data-carrying conductions.
20.5 “Hire Period” means from Commencement until the end of
the period set out in the Quotation.
20.6 “Warranty Period” means, for Equipment that is sold to theCustomer:a)16.7 The Customer may disclose Confidential Information:

15. Services
15.1 Where RIEDEL agrees to provide additional services to theCustomer, those services are limited to the services set out
in the Quotation (“Services”). The timely performance by
the Customer of any preliminary or preparatory works(deemed necessary by RIEDEL at its discretion) at theCustomer’s expense is a condition precedent to theperformance of any Services and RIEDEL is not obliged toverify the proper performance of any equipment suppliedby the Customer.

15.3 If parts of the Services cannot be provided, the remainderof the contract remains in force.

20.2 “Damage Waiver” means an agreed uplift in the Hire Fee,intended to cover the risk of certain types of damage.

18.2 For the avoidance of doubt, in this Agreement, unless thecontext otherwise requires, words denoting the singularinclude the plural and vice versa.
18.3 If any term or part of this Agreement is declared to be
unenforceable or void by a court of competent jurisdictionb)

as brand new:(i)

12 months from the date of delivery to the Customer
in respect of consumable parts contained in the
Equipment (e.g. battery components); or(ii)

24 months from the date of delivery to the Customer
in respect of all others parts of Equipment; orin a used condition, that is:(i)between 1–2 years old since the date of its
manufacture, 24 months from the date of delivery to
the Customer;(ii)

between 3-4 years old since the date of its
manufacture, 12 months from the date of delivery to
the Customer; or(iii)

5 or more years old since the date of its manufacture,
no warranty under clause 10.1.

20.7 “Work Product” means any drawings, sketches, designs,
notes, information, documentation, improvements,
processes,
techniques,
know-how,algorithms,
specifications, databases, encoding techniques, and othermaterials of any kind that RIEDEL has made, developed or
reduced to practice, alone or jointly with others, inconnection with performing Services, whether or not they
are eligible for patent, copyright, trade secret, trademark orother legal protection.
Last updated: February 2023

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