1.    TERMS AND MEANINGS

The following defined terms and their meanings appear in these Conditions of Sale:

Claim means any claim, action, proceeding, loss (including subsequential loss), damage, cost, expense or liability incurred or suffered by, or brought or made or recovered against any person, no matter how arising (whether or not presently ascertained, immediate, future or contingent);

Conditions of Sale means these conditions of sale;

Costs means labour costs, installation costs, material costs, service and maintenance costs, delivery charges, hire fees, import costs, foreign exchange rate cover costs, custom duty, sales tax or any other taxes and charges;

Delivery Date means the date You specify in Your Order as being the date on which You request the Goods to be delivered or made available to You:

Goods means the goods from time to time ordered from Us by You;

GST means a goods and services tax, a value-added tax or any similar or comparable tax imposed in Australia on a Supply, together with any related interest, penalties, fines or other charges;

GST Legislation means any relevant legislation in Australia imposing GST;

Order means each order for Goods or services;

Services mean any service, support, maintenance advice, assistance, information or recommendation concerning the Goods provided by Us to You from time to time;

Supply means a supply of goods, services, real property or other things under these Conditions of Sale;

Tax Invoice means a tax invoice required under the GST Legislation;

We or Us means iVision Pty Ltd ACN 008 056 700, Loguire Pty Ltd ACN 079 072 969 & Ulyssus Pty Ltd ACN 079 157 805 trading as iVision (NSW) and iVision (QLD) Pty Ltd ACN 083 172 785, iVision(Unify) Pty Ltd ACN 122 902 318 and Our has a corresponding meaning; and

You means the person/persons or body/bodies corporate to whom these Conditions of Sale are directed and Your has a corresponding meaning.

2.    ORDERS AND SUPPLY

2.1 You may order Goods or services from Us from time to time and, subject to these Conditions of Sale and Our acceptance of Your Order, We will supply the Goods or services to You.

2.2 Each Order for Goods or services must be in writing to Us and in a manner acceptable to Us which contains all the necessary information to enable Us to supply the Goods or services to You.

2.3 We are not obliged to accept Your Order.

2.4 We will use Our reasonable endeavours to ensure We supply You with the Goods or services on or before the Delivery Date. We will not be liable for any Claims arising in connection with any failure by Us to deliver the Goods or services on or before the Delivery Date.

2.5 You are not entitled to cancel any Order where We have acknowledged acceptance of the Order, unless We consent in writing to the cancellation. If we consent to a cancellation of Your Order, You will pay Us a cancellation fee of up to 25% of the value of the Order.

2.6 The provision of a purchase order or agreement to commence Services by the Customer for said Services and/or Products constitutes acknowledgement and acceptance of these Terms and Conditions of Trade without exception.

2.7 No other Terms and Conditions attached to any purchase order will be accepted. Acceptance of a Customer purchase order does not constitute acceptance of any other Terms and Conditions.

2.8 Any quotation made by us concerning the Goods will not be considered or operate as an Order. An Order must be prepared in accordance with Section 2.2. These quotations are valid for acceptance only for 14 days from their issue date.

3.    PRICE AND PAYMENT

3.1 The prices for Goods or services and Costs shall be set forth in Our price list or quotation (if any) unless otherwise specified in writing to You.

3.2 For Purchase Orders valued at over $100,000 (including GST), the following payment terms will apply:

i)30% invoice will be issued upon receipt of Customer Purchase Order;

ii)      50% invoice will be issued upon delivery of Products to us or the Customer, whichever comes first;

iii)     15% invoice will be issued upon completion of installation; and

iv)     5% invoice will be issued upon customer approval.

For Purchase Orders valued at less than $100,000 (including GST), the following payment terms will apply:

v)      Products will be invoiced on delivery to us or the Customer, whichever comes first;

vi)     Services will be invoiced on completion or as otherwise set out in the project scope describing the Services to be supplied; and

vii)    Support and Annuity Services (term contracts) will be invoiced in full on the day in which they are contracted. Renewal invoicing will be forwarded 30 days in advance of the renewal date.

3.3 You must pay Us for the Goods or services and Costs by the Delivery Date or on the due date specified in Our invoice sent to You, being no earlier than the Delivery Date.

3.4 Section 3 of this agreement can only be changed with written consent from iVision Pty Ltd

4.    DELIVERY AND RETURN OF GOODS

4.1 We will arrange to have the Goods delivered to You, but We will not be liable for any delay in delivery of the Goods or failure to deliver the Goods

4.2 Each delivery of the Goods is a separate contract and You must accept and pay for partial deliveries.

4.3 Unless we stipulate otherwise, you will be responsible for the cost of the freight of the Goods.

4.4 We will not accept the return of Goods where any fault or damage has been caused by you or a third party.

5.    PROPERTY AND RISK

5.1 The Goods will always remain our property until full payment for the Goods and Costs is made by you. Until full payment is made, You will continue to hold the Goods as bailee and fiduciary agent for Us.

5.2 You will control, possess and be liable for any risk of any Claims to the Goods on the earlier of, you collecting, we delivering, or we delivering to a carrier to deliver to you, the Goods.

6.    INSURANCE

6.1    On delivery and until You have made full payment for the Goods, You acknowledge and agree that You will:

6.2 insure the Goods and keep them insured with a reputable insurer acceptable to us for amounts and against risks and on terms we require and if we do not nominate the insurance requirements, you must take out and maintain insurance for:

                         6.2a       loss or damage caused by fire, theft or accident for the full insurable value of the Goods;

                         6.2b       public liability for injury and damage to people or property arising in connection with the Goods for an amount that a prudent owner of                     similar goods would maintain; and

                      6.2c       other risks that a prudent owner of similar goods would maintain;

6.3 give to us on demand all relevant policies of insurance and a certificate of currency from the insurer that the insurance is current;

6.5 not do or permit anything to be done which prejudices any insurance policy; and

6.6 immediately notify Us of any event which could lead to a claim under an insurance policy.

7.1 Goods purchased by us and resold to you shall, where appropriate or otherwise available, carry the manufacturer’s warranty for replacement of faulty parts (but not including any labour by the manufacturer) for a period of 12 months from the date of installation unless otherwise specified.

7.2 You acknowledge and agree that, apart from any rights and remedies under the Trade Practices Act 1974 and any other law that cannot be lawfully excluded:

                   7.2a.      all conditions and warranties, provided by some statute or otherwise, are excluded concerning the Goods and any Services provided by Us, and We will not be liable for any Claims that You may suffer in relation to the Goods or for Our Services;

                   7.2b.      all conditions and warranties, provided by some statute or otherwise, are limited to, except for Goods and Services acquired for personal, domestic or household use or consumption, the replacement, supply, repair, payment of the cost of replacing or repairing the Goods and Services;

                                                7.2c           You will indemnify Us and keep Us indemnified against any Claim arising in connection with the Goods and Services where the Claim is                                                                    the result of a fault or damage in the Goods caused by You.

8.1    You are in default under the Conditions of Sale if:

          8.1a       You breach any term of the Conditions of Sale;

      8.1b       You do not make a payment in full, when required, by the date its due;

      8.1d       You seek to make an arrangement or composition with Your creditors under a law relating to insolvency or bankruptcy; or

          8.1e           We are of the view, on reasonable grounds, that You are in financial difficulty.

8.2    If You are in default:

          8.2a       You become liable to pay Us the balance owing to Us immediately;

      8.2b       You become liable to pay Us interest on all overdue or unpaid amounts at the rate of 2% per month;

      8.2c       You become liable to pay Us all costs We incur in recovering the balance owing and interest;

      8.2d       You must return the Goods at Your cost to Us immediately; and

      8.2e       We shall notify you of the default and if You have not taken steps to remedy the default to Our satisfaction within twenty-one (21) days of such notice, You agree to allow Us reasonable access to Your premises to remove and collect the Goods. We will not be liable for any Claim by You if We enter Your premises. You will pay to Us the reasonable costs of removal and delivery on return of the Goods to Us.

9.    GENERAL MATTERS

9.1    We may assign any of Our rights under the Conditions of Sale. We do not need your consent to do so.

9.2    A waiver of any of Our rights under the Conditions of Sale will not occur unless We notify You in writing.

9.3 If any part of the Conditions of Sale are invalid, unenforceable or is in breach of any law, it is to be excluded from the Conditions of Sale. The remainder of the Conditions of Sale continue in full force and effect.

9.4 You agree that You will immediately notify Us of any change of address for the mailing of any delivery advice, invoice, statement or any other notice that We may need to send You.

9.5    If the Goods are subject to any warranty in Our favour, We will assign that warranty to You to the extent We are able.

9.6    You acknowledge and agree that:

      9.6a       You are satisfied that the Goods are suitable for Your use and purpose;

      9.6b       we have not given you any warranty or representation as to the suitability or fitness for purpose of the Goods or Our Services;

9.6c       the Conditions of Sale will be governed by the laws of the State of Victoria;

9.6d       the Conditions of Sale will be the operative conditions for the sale of              Goods by Us to You for time to time unless we notify you in writing;

9.6e       the Conditions of Sale is the entire agreement between You and Us               concerning the Goods;

9.6f       The Conditions of Sale will override any of your terms and conditions              concerning the purchase of Goods;

9.6g       if You act in the capacity of trustee of any trust, then Your obligations            under the Conditions of Sale bind You in Your own right and in Your capacity as trustee, and Your rights as trustee against assets of the trust will not be abrogated;

9.6h       if you consist of 2 or more persons and/or bodies corporate, Your obligations under the Conditions of Sale will bind them jointly and severally.

            If GST has application to any Supply made by Us under these Conditions of Sale:

                      (a)      You agree with Us that the amount payable under these Conditions of Sale in respect of the Supply (Payment) is exclusive of GST; and We may, in addition to the Payment but subject to having or providing a Tax Invoice (as required by the GST Legislation), recover from You (and You will pay or reimburse Us) an additional amount on account of GST, such additional amount to be calculated in accordance with the GST Legislation.”

11. AUDIO VISUAL HIRE

      The terms and conditions set out in Our Rental Agreement will apply if you hire any Goods from Us.

12. PAY-AS-YOU-USE VIDEOCONFERENCING

The terms and conditions set out in Our Videoconferencing Fees, Charges, Information and Conditions Handout will apply if You hire any Goods from Us on a Pay As You Use basis.