Standard Terms of Trade

1. Orders

1. Each order is subject to acceptance by the Company.
2. Goods supplied in accordance with customer's order cannot be returned for credit.

2. Prices

1. The prices charged shall be those prices prescribed by the Company at date of despatch.
2. Recommended resale or retail prices appearing in any price list are recommended prices only and there is no obligation to comply with such recommendations.
3. Unless otherwise advised by the Company in writing:
   1. prices do not include GST and other taxes (which if payable shall be to the customer's account) nor installation;
   2. prices shall include delivery to the metropolitan areas of Sydney, Melbourne, Brisbane, Adelaide, Perth and Hobart. The additional cost of delivery to other areas shall be at the customer's cost.
4. If a goods and services tax or similar value added tax ("GST") is levied in respect of any supply made under or in connection with these Terms of Trade, the amount payable for that supply will be increased by the rate of GST. The recipient of any such payments shall issue a GST tax invoice or any other thing required under any legislation in the form required and in the time provided for by the relevant legislation.

3. Payment

Payment for all goods and services excepting capital equipment items (equipment which is not stock in trade or consumables) shall be made within thirty (30) days from the end of the month of invoicing and in Australian legal currency. If payment is not received by the Company within that time then liquidated damages at the rate of 12% per annum or as advertised from time to time by Westpac indicator rate plus 3% on any unpaid part of the invoice will apply until payment is received in full. Such liquidated damages are a genuine pre-estimate of the damages sustained by the Company as a result of non-payment by the customer by the due date. Payment for all capital equipment items is required, in full, prior to despatch. The Company accepts payment by cheque, direct deposit, Bankcard, Mastercard or Visa. However, the use of credit cards, when paying existing account debts, attracts a handling fee, currently 1.4% (GST inclusive).

4. Retention of Title

1. Notwithstanding delivery of the goods or their installation, title in any particular goods shall remain with the Company until the goods are on sold by the customer in the ordinary course of business or until the customer has paid and discharged any and all monies owing pursuant to any invoice issued by the Company for the goods, including all applicable GST and other taxes, levies and duties. Any payment made by or on behalf of the customer which is later avoided by the application of any Statutory Provisions shall be deemed not to discharge the Company's title in the goods nor the customer's indebtedness to the Company and, in such an event, the parties are to be restored to the rights which each respectively would have had if the payment had not been made.
2. The risk in the goods shall pass to the customer upon delivery to the customer or his agent or to a transport company nominated by the customer.
3. The customer acknowledges that it is in possession of the goods solely as bailee until payment of all invoices for the goods is made pursuant to Clause 4(a) and until that time:
   1. The customer is entitled to sell the goods but only in the ordinary course of business;
   2. The customer must not encumber or otherwise charge the goods;
   3. The customer shall be fully responsible for any loss or damage to the goods whatsoever and howsoever caused following delivery;
   4. The customer shall store the goods separately from its own goods and those of any other party and in a manner which clearly identifies the goods, whether as separate chattels or as components, as the property of the Company; and
   5. If the goods are sold, the customer shall hold the proceeds of sale on trust for the Company and identified as such in the books of the customer and shall account to the Company for those proceeds of sale failing which the Company is entitled to maintain an action for the proceeds of sale of any of the goods by the customer.
4. The customer hereby irrevocably grants to the Company the right, at its sole discretion, to remove or repossess any goods from the customer and sell or dispose of them and the Company shall not be liable for any loss occasioned thereby nor be liable to the customer or any person claiming through the customer and the Company shall be entitled to retain the proceeds of any goods sold and apply same towards the customer's indebtedness to the Company.
5. If the customer commits an act of bankruptcy, enters into any form of administration or liquidation, makes any composition or arrangement with its creditors, ceases to carry on business or breaches Clause 3 or 4 of these Terms of Trade, the Company may, without prejudice to any other remedies it may have, repossess any goods delivered by the Company to the customer on any account which have not been sold and commence proceedings to recover the balance of any monies owing to the Company by the customer on any account.

5. Delivery

1. Delivery dates or times indicated by the Company on acceptance of order are approximate only and do not constitute a guarantee of delivery or delivery by such date.
2. If an order covers a number of goods, the Company shall be entitled to amend the order in respect of all or any such goods in which event the normal terms of payment shall apply and no claim shall arise in respect of the shortfall.
3. Goods placed on back order shall be supplied immediately they are available unless prior written advice of cancellation is received from the customer.

6. Warranty

All warranties, conditions and representations whether express or implied other than express warranty stated by the Company in writing are hereby expressly excluded except in circumstances whereby the Company is by law unable to exclude or limit its liability. To the extent permitted by law, the Company shall not be liable to the customer for loss of general profit or other economic loss, indirect, special consequential, general or similar damages arising under any order or for negligence by the Company or the customer or for any claim made against the customer by any other party, even if the Company has been advised of the possibility of such claim. Provided that where the customer is consumer for the purposes of the Trade Practices Act but the goods or services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, the liability of the Company shall be limited as determined by the Company.

1. in the case of goods, any one or more of the following:
   1. the replacement of the goods or the supply of equivalent goods;
   2. the repair of the goods;
   3. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
   4. the payment of the cost of having the goods repaired.
2. in the case of services:
   1. the supplying of the services again; or
   2. the payment of the cost of having the services supplied again.

7. Claims

1. No claim of any nature whatsoever (other than relating to warranty) will be recognised unless made in writing within seven (7) days of delivery.
2. All claims (other than relating to warranty) must be made in accordance with the Company's Returned Goods Policy.
3. Goods can only be returned if accompanied by a duly completed copy of the Company's Returned Authorisation form.
4. If goods are returned other than pursuant to 7(c), a substantial handling charge will be debited to the customer's account.
5. Where the Company agrees to provide Price Protection, the same will be strictly subject to the Company's Price Protection Policy and must be submitted on the Company's "Pricing Review Schedule".

8. * Handling Charges

1. Minimum orders: $400.00 (GST exclusive) (excluding orders for spare parts).
2. Orders requested by the customer and accepted by the Company under $400.00 shall be subject to a minimum order surcharge of $30.00 (GST exclusive) (excluding orders for spare parts).
3. An urgent order charge of $30.00 (GST exclusive) per order applies for orders requiring pick up or despatch outside normal cut off times. Normal cut off time for orders being despatched or picked up on the same day is 12 noon. This urgent order charge does not apply to orders for spare parts.
4. If the customer returns goods ordered by the customer in error, a handling charge of $50.00 (GST exclusive) applies.
5. A handling charge of $10.00 (GST exclusive) per order applies to orders for spare parts.

9. Credit

The Company may at any time alter or suspend credit terms, refuse any delivery or cancel unfilled orders when, in its opinion, the financial condition of the customer or the status of the customer's account require it.

10. Delays

The Company will use its reasonable endeavours to perform its obligations under contract for sale of goods or supply of services but failure to do so by reason of but not limited to the inability of the Company to obtain supplies from its usual sources, strike, combination of workmen, lockout, riot, revolution, war, mobilisation, epidemic, fire, act of God or any other cause of like or different character whatsoever beyond the control of the Company shall not constitute a breach of contract, nor shall the Company be under any liability to the customer but the contract shall be deemed to be suspended with liberty to the Company at any time to cancel the contract or any unfulfilled part or to renew the contract upon the cessation of the cause preventing performance.

11. General

1. No variation of these Terms of Trade shall be binding on the Company unless approved in writing by the Credit Manager or Finance Director of the Company.
2. Any time or other indulgences that the Company may grant to the customer shall not affect the rights of the Company except to the extent to which the Company expressly waives the same in writing and no waiver in respect of any breach of the customer's part of any stipulation binding on the customer shall affect the rights of the Company in respect of any breach.
3. Any condition contained in the customer's order or other documentation which may be contrary to or differ from these conditions shall to the extent of any inconsistency be null and void.
4. The headings of the clauses of the conditions are intended for convenience only and shall in no way affect the construction thereof.
5. In the event that any provision of these Terms of Trade is held invalid or unenforceable, the remaining provisions of these Terms of Trade will remain in full force and effect.
6. Notwithstanding anything herein to the contrary, the Company's maximum liability under any order shall not exceed the aggregate of the purchase monies received by the Company for that order.
7. These Terms of Trade are governed by the laws of the State of New South Wales. Both the customer and the Company consents to any proceedings in relation to these Terms of Trade being instituted and heard by any appropriate Court sitting in the State of New South Wales and submit to the non-exclusive jurisdiction of the Courts of that State.
8. The Company may serve any notice on the customer by forwarding it by pre-paid post or facsimile to the last known address of the customer.
9. For goods and services supplied by the Company's Fuji Medical Systems division, the Fuji Medical Systems Terms and Conditions of Sale shall also apply in addition to these Standard Terms of Trade. To the extent there is any inconsistency, the Fuji Medical Systems Terms and Conditions of Sale shall prevail.

12. Privacy

The Company complies with the Privacy Act 1988 as amended and is bound by the National Privacy Principles dealing with the collection, use and storage of personal information about individuals. The Company's Privacy Policy may be viewed at www.fujifilm.com.au or a faxed or mailed copy may be requested from the Privacy Officer.

* Handling Charges for goods or services supplied the Fuji Medical Systems Division of the Company are the same as set out in Clause 8 above except for the following:-

1. Minimum orders: $200.00 (GST exclusive) (excluding orders for spare parts).
2. Order requested by the customer and accepted by the Company under $200.00 shall be subject to a minimum order surcharge of $20.00 (GST exclusive) (excluding orders for spare parts).