These conditions of sale are deemed to apply to all sales by Smiths Aerospace Australia Pty Ltd / Chapman Avionics ("SAA") to its customers unless they are specifically varied in writing by SAA. These conditions of sale cannot be construed to apply to purchases made by SAA.

2. PURCHASE ORDERS

Purchase orders placed by any person, or in any firm or company through its employees, whether in writing or verbally, are deemed to incorporate these terms and conditions. Orders for products specially manufactured to a customer's specifications or specifically purchased for a customer, cannot be cancelled

3. PRICES

Unless otherwise expressly stated by SAA in writing, all goods and services will be invoiced at the current prices on the date of invoice and are subject to all applicable taxes. Prices include standard packing where applicable but the cost of any special or export packing shall be to the customer's account.

4. PAYMENT

Payment is strictly on invoice only, no statement will be issued. Each invoice shall be paid by account customers before the end of the trading terms nominated on that invoice, unless otherwise expressly arranged in writing. Failure to adhere to this shall place the account in arrears and SAA shall have the option to seek payment by any legal means available. However SAA reserves the right to require payment in advance or cash on delivery to any customer. Export sales are subject to the provision of an Irrevocable Documentary Letter of Credit in favour of SAA unless otherwise expressly arranged in writing.

5. PROPERTY AND RISK

Risk in the goods shall pass on delivery but legal and equitable title shall remain with SAA until it has received payment in full for those goods. Pending such payment the customer shall hold the goods as Bailee for SAA and shall return the goods to SAA if so requested. Notwithstanding the foregoing, the customer as fiduciary may sell or deal with the goods in the ordinary course of its business whereupon the bailment shall immediately terminate. The customer shall, if so required, identify the goods as belonging to SAA. All risks in respect of delivery will be borne by the customer from the time the goods cease to be within the actual legal possession of SAA or its agents.

6. RETURN OF GOODS/CLAIMS

Return of goods and claims quoting invoice number are to be made within 7 days and are subject to prior written approval by SAA and are applicable only to products returned in original packaging with all documentation and in good condition. All goods returned are subject to a restocking fee and the customer is responsible for payment of freight on goods returned. Aircraft equipment and parts returned without the statutory (CASA) release and conformation certificates originally supplied shall not be accepted for credit.

7. PATENTS

Where SAA has followed a design of instruction given by a customer, the customer will indemnify SAA against all damages, penalties, costs and expenses to which SAA may become liable through any work required to be done in accordance with those instructions involving an infringement of any patent, trade mark, registered design, copyright or common law right.

SAA reserves the right to vary product specifications without notice

9. WARRANTY

All implied conditions, warranties and undertakings, other than those implied by Part V of the Trade Practices Act and SAA’s documented warranty procedure, are hereby expressly excluded.

10. INDEMNITY

Without prejudice to any other rights SAA may have, the customer shall indemnify SAA for any loss, damage or expense incurred by SAA should the customer cancel any order or breach any term thereof.

11. RETENTION OF TITLE

Irrespective of any credit arrangement between SAA and the customer unless a manager of SAA agrees in writing otherwise from time to time the following provisions of this clause 11 shall override clause 5:

	(a)	property in the goods or services sold by SAA to the customer will pass to the customer only after those goods and all other goods supplied by SAA to the customer have been paid for in full
	(b)	goods supplied by SAA to the customer will be at the customer's risk upon dispatch from SAA and the customer will insure the goods and note the interest of SAA
	(c)	until the goods have been paid for in full:
			(i)	the customer will store the goods in such manner as to show clearly that they are the property of SAA; and
			(ii)	the customer may sell the goods in the ordinary course of business as agent for SAA and shall account to SAA for the proceeds of sale (including proceeds from claims on insurance) which proceeds will be kept in a separate bank account
	(d)	the customer irrevocably authorises SAA at any time to enter and reclaim goods not fully paid for from on any premises owned or occupied or used for storage by the customer.

12. LAWS

The sale agreement shall be governed by, and construed in accordance with, the laws in force in the State of Queensland, Australia. All matters that may require legal determination as a result of this agreement shall be determined within the court jurisdiction of Brisbane, Queensland Australia.

13. RECOVERY ACTION

It is specifically agreed by both parties that should SAA have any reason to initiate recovery action against the customer for unpaid accounts and/or overdue accounts or return of goods pursuant to the Retention of Title clause, then any monies spent by the SAA, including but not limited to Mercantile Agents’ fees and commissions, legal costs on an indemnity basis becomes part of the principal debt and as such will be paid by the customer together with the amount claimed.

Revised - August 23, 2002