"Fayman" means Fayman International Pty Ltd ACN 002 797 079.

Recitals

1. The Seller owns the Goods or is in the business of providing the Services.
2. Fayman wishes to purchase the Goods or Services from the Seller and the Seller wishes to sell the Goods or Services to Fayman.
3. The Seller has agreed to sell and Fayman has agreed to buy the Goods or Services on these Terms and Conditions in conjunction with any other terms and conditions agreed to by the Parties.

Operative part

1. DEFINITIONS AND INTERPRETATIONS

1.1 Definitions

In these Terms and Conditions the following terms have the following meanings unless the context otherwise requires:

(a) "Bank" means a bank as defined in the Banking Act 1959 or a bank established by an Act of any Parliament of any State in Australia.

(b) "Business Day" means a day on which Banks are open in the State of Victoria for the conduct of business with the public;

(c) "Claim" includes any claim, demand, Remedy, suit, injury, damage, loss, Cost, Liability, action, proceeding, right of action, claim for compensation and claim for abatement of any Obligation;

(d) "Clause" means a clause of these Terms and Conditions; ("Sub?clause" has a similar meaning); a reference to a Clause followed by a number refers to the relevant Clause in these Terms and Conditions;

(e) "Cost" includes any cost, charge, expense, outgoing, payment or other expenditure of any nature whatever, including where appropriate all reasonable and proper legal fees charged on a solicitor/own client basis;

(f) "Encumbrance" means an interest or power:

1. reserved in or over an interest in any asset including, but not limited to, any retention of title; or
2. created or otherwise arising in or over any interest in any asset under a bill of sale, mortgage, charge, lien, pledge, trust or power

by way of security for the payment of a debt, any other monetary obligation or the performance of any other obligation, and includes, but is not limited to, any agreement to grant or create any of the above;

(g) "Event of Default" means any of the following events:

1. if the Seller fails to punctually and properly comply with any of its Obligations under these Terms and Conditions;
2. if any provision in these Terms and Conditions is, or for any reason becomes, invalid or unenforceable;
3. if an Insolvency Event occurs in respect of the Seller;
4. if a person holding any form of security granted by the Seller becomes entitled to take any action to enforce its security Rights or if any form of execution is levied or enforced in respect of any of the assets of the Seller and is not discharged within two (2) Business Days of being levied or enforced;
5. if the Seller is a natural person and if that person becomes, because of any form of mental or physical infirmity, a person whose assets or affairs becomes subject to administration or control by a third person;

(h) "Goods" mean the items which the Seller proposes to sell or sells to Fayman and Fayman proposes to buy or buys from the Seller;

(i) "GST" means GST within the meaning of the GST Act

(j) "GST Act" means the A New Tax System (Goods and Services Tax) Act 1999.

(k) "Indemnity" means a full, absolute and irrevocable undertaking intended to be met immediately upon first demand to indemnify and keep indemnified at all times subject to the provisions of any applicable Law;

(l) "Insolvency Event" means the happening of any of the following events:

1. if the Seller is or states that it is unable to pay its debts when they fall due;
2. if any action or step is taken to appoint, in the case of the Seller being a corporation, a liquidator (including provisional liquidator), a receiver, a receiver and manager, an administrator or any other external administrator of any of that corporation's assets;
3. if any action or step is taken, in the case of the Seller being a natural person, to have that person made bankrupt;
4. if any action or step is taken to obtain protection from creditors under any Law;
5. if anything occurs which is similar to or which has a substantially similar effect to any of the events set out above;

(m) "Intellectual Property Rights" means all patents, designs, trademarks, copyright and similar rights in and to the Goods;

(n) "Law" includes any requirement of any statute, rule, regulation, proclamation, ordinance, local law, by-law, or other provision having the force of law present or future, and whether State, Federal or otherwise;

(o) "Liability" means any monetary, pecuniary or other Obligation due, owing or payable by any Person to any Person under these Terms and Conditions or in respect of any subject matter referred to in these Terms and Conditions;

(p) "Month" or "Monthly" means respectively calendar month and calendar monthly;

(q) "Notice" means any notice in writing, any statement in writing, any written material and any other written communications;

(r) "Obligation" includes any legal, equitable, contractual, statutory or other obligation, commitment, duty, responsibility, undertaking or Liability, whether created by any document, action, Law or otherwise;

(s) "Party" means a party whose arrangements are covered by these Terms and Conditions;

(t) "Person" includes any corporation and vice versa;

(u) "Price" means the amount agreed by the Parties to be the amount payable for the Goods or Services;

(v) "Release" includes a full, unqualified and unconditional waiver, release, discharge, acquittance, accord, satisfaction and bar of any legal, equitable or other nature whatever;

(w) "Remedy" means any kind of relief, remedy, recourse, right of action or chose in action, whether curial or otherwise;

(x) "Services" means the service which the Seller proposes to provide to Apsen and Fayman proposes to engage the Seller to provide;

(y) "Tax Invoice" means a tax invoice as defined in the GST Act;

(z) "these Terms and Conditions" means the terms and conditions set out in this document;

(aa) "Warranty" means the Warranties set out in Schedule A to these Terms and Conditions.

1.2 Interpretation

In the interpretation and application of these Terms and Conditions the following rules apply unless the context otherwise requires:

1.3 Words importing the singular include the plural and vice versa.

1.4 Words importing a gender include all other genders and vice versa.

1.5 Expressions importing a natural person include a corporation and vice versa.

1.6 These Terms and Conditions are governed by the laws of the State of Victoria and its courts are the exclusive forum for any dispute.

1.7 A covenant, agreement, warranty, obligation, liability or similar on the part of two or more persons binds each of them jointly and severally.

1.8 No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of these Terms and Conditions.

1.9 These Terms and Conditions bind and enure for the benefit of successors and permitted transferees or assigns of the parties.

1.10 Headings or margin notes in these Terms and Conditions are for ease of reference only and do not affect the meaning or interpretation of these Terms and Conditions.

1.11 A reference to any statutory enactment or any Law includes that statutory enactment or Law as amended, modified or re-enacted from time to time and all rules regulations or other subordinate legislation made under that statute.

1.12 If the day on or by which anything is to be done is not a Business Day then that thing must be done on or by the next Business Day.

1.13 Where any time period is to be calculated from a specified date, that date must be included in the calculation.

1.14 These Terms and Conditions cannot be varied except by a subsequent document signed for by an authorised representative of Fayman and which document is expressed to vary or be made in substitution for these Terms and Conditions.

1.15 It is not necessary for Fayman to incur any expense or make any payment before enforcing a right of indemnity.

1.16 Time is of the essence in respect of the Seller's obligations under these Terms and Conditions.

2. SALE AND PURCHASE

In consideration of Fayman's agreement to pay the Price, the Seller sells to Fayman and Fayman buys from the Seller the Goods or Services on these Terms and Conditions.

3. PASSING OF TITLE

Title to the Goods free of all Encumbrances passes to Fayman on the day the Seller agrees to sell and Fayman agrees to buy the Goods.

4. CANCELLATION

4.1 Fayman may cancel any order placed with the Seller up until such time as:

1. the Goods have been delivered to Fayman; or
2. the Seller has commenced providing the Services.

4.2 If Fayman cancels any order placed with the Seller:

1. all moneys paid by Fayman to the Seller must be refunded in full; and
2. title to the Goods reverts to the Seller.

5. DELIVERY & PERFORMANCE

5.1 The Seller must deliver the Goods the location nominated by Fayman no later than seven (7) Business Days from the date the agreement to buy and sell has been reached (whether in writing or orally) unless an alternate arrangement has been agreed to by the Parties.

5.2 All Costs of delivery must be borne and paid for by the Seller and Fayman has no responsibility or Liability in relation to those Costs unless an alternate arrangement has been agreed to by the Parties.

5.3 The Seller must perform the Services in the manner and at such times as directed by Fayman.

6. PASSING OF RISK

6.1 Risk in the Goods remains with the Seller until:

1. the Goods have been delivered to Fayman; and
2. Fayman has accepted the Goods.

6.2 Fayman will be deemed to have accepted the Goods if:

1. the Goods are delivered to Fayman; and
2. within sixty (60) Business Days of delivery, Fayman does not communicate its refusal to accept the Goods to the Seller.

7. PRICE

7.1 Unless otherwise stated, the Price is inclusive of GST.

7.2 The Price cannot be increased unless a written agreement is entered into by the Parties to increase the Price.

8. PAYMENT

8.1 Fayman will pay each invoice within ninety (90) Business Days of:

1. the date of delivery; or
2. completion of the provision of the Services by the Seller;

unless an alternative arrangement for payment has been agreed by the Parties.

8.2 Fayman will pay the amount of the invoice to the Seller or at the Seller's written direction.

8.3 Fayman may pay the Price by way of cheque, credit card, cash, letter of credit or any other method commonly accepted in business transactions.

8.4 Fayman is not obliged to pay to the Seller the Price if the Seller commits an Event of Default and does not rectify that default within seven (7) days of being notified in writing by Fayman of that Default.

9. SELLER'S WARRANTIES AND INDEMNITIES

9.1 The Seller warrants to Fayman that as at the date an agreement is reached to buy and sell the Goods or Services, and at the date of delivery of the Goods or completion of the provision of the Services by the Seller, the Warranties are true, complete, accurate and not misleading in any way.

9.2 The Warranties are not affected or limited in any way by information gathered by Fayman.

9.3 Each Warranty is to be construed independently of the others and is not limited by reference to any other Warranty.

9.4 Each Warranty survives and continues notwithstanding that all other Obligations under these Terms and Conditions may have been satisfied.

9.5 The Seller Indemnifies Fayman from any Cost or Claim incurred or suffered, by or brought or made against Fayman to the extent that such Cost or Claim is caused by or arises out of any breach of any of the Warranties, any Warranty proving to be incorrect or any other default by the Seller of these Terms and Conditions.

9.6 If the Seller breaches any Warranty or any Warranty proves to be incorrect, then without prejudice to any other Remedies Fayman may have:

1. Fayman may maintain an action for damages for all direct or indirect and consequential Costs suffered or incurred by Fayman; and
2. Fayman may recover interest or special damages in any case where by any Law interest or special damages may be recoverable.

10. INDEMNITY

10.1 If Fayman on-sells the Goods or Services to its own customers, then the Seller Indemnifies Fayman against all Costs and Claims where those Costs and Claims arise out of or in respect of the supply to Fayman's customers and:

1. any breach of any conditions or warranty in respect of the Goods or Services given by Fayman to Fayman's customers expressly or by operation of any statute in respect of any Goods; or
2. Fayman being deemed "manufacturer" of the Good by operation of any Law;
3. any Claim arising by reason of the normal or usual use of the Goods including all Claims for actual or alleged infringement of any Intellectual Property Rights whether granted by the Commonwealth of Australia or any foreign state or the common law.

10.2 The Seller agrees and declares that:

1. the existence of any Remedies to Fayman will not operate to vary, affect or modify all or any one or more of the Obligations of the Seller;
2. no extension of time, or other indulgence granted to any person or company by Fayman has any effect on any of the Obligations of the Seller set out in these Terms and Conditions.

11. GUARANTEE

11.1 If Fayman, in its sole and absolute discretion, is not completely satisfied with the Goods for any reason and returns the Goods to the Seller within ninety (90) Business Days of the date of delivery, the Seller must, at the direction of Fayman:

1. exchange the Goods for alternate goods of the same type and description as the exchanged items and of the same value as the items being exchanged; or
2. refund Fayman's money immediately.

11.2 If Fayman obtains an exchange of the Goods or a refund of the moneys paid, this does not have any effect on any Liability at Law of the Seller to Fayman or have any effect on any other Remedy Fayman may have.

12. TERMINATION OF SERVICES

12.1 If Fayman, in its sole and absolute discretion, is not completely satisfied with the provision of the Services by the Seller and gives the Seller oral or written notice that its Services are no longer required, then:

1. the Seller will stop providing the Services; and
2. Fayman will have no obligations to pay for any further Services provided.

12.2 Fayman's rights and remedies set out in Clause 12.1 do not have any effect on any Liability at Law of the Seller to Fayman or affect any other Remedy Fayman may have.

13. DEFAULT

If an Event of Default occurs and without prejudice to any other Remedies Fayman may have, Fayman may sue the Seller and claim damages for all direct and indirect and consequential Costs suffered or incurred by Fayman as a result of the Event of Default.

14. FORCE MAJEURE

14.1 Where Fayman is unable, wholly or in part, by reason of any acts of God, strike, lockout or other interference with work, war declared or undeclared, blockade, disturbance, lightning, fire, earthquake, storm, flood, explosion, governmental or quasi governmental restraint, ex-appropriation, prohibition, intervention, direct or embargo, unavailability or delay in availability of equipment or transfer, inability or delay in obtaining governmental or quasi governmental approvals, consents, permits, licenses, authorities or allocations, and any other cause whether of the kind specifically enumerated above or otherwise, which is not reasonably within the control of Fayman ("Force Majeure") to carry out its Obligations under this Agreement and Fayman:

1. gives the Seller prompt notice of that Force Majeure with reasonable full particulars and the probable extent to which Fayman will be unable to perform or be delayed in performing that Obligation;
2. uses reasonable diligence to remove that Force Majeure as quickly as possible; then that Obligation is suspended so far as it is affected by a Force Majeure during the continuance of that event.

14.2 The requirements that any Force Majeure will be removed with reasonable diligence will not require the settlement of strikes, lockout or other labour disputes or Claims or demands by any government on terms contrary to those terms on which Fayman is prepared to settle.

15. GOODS AND SERVICES TAX

15.1 Except where these Terms and Conditions state otherwise an amount payable by a party for a taxable supply made by another party under these Terms and Conditions is expressed as a GST inclusive amount.

15.2 If a party makes a supply under these Terms and Conditions ("the Supplier"), then the Supplier must give the other party a Tax Invoice prior to payment being due.

15.3 If a Tax Invoice is not given by the Supplier as required by Clause 15.2, then the party liable to make payment will not be required to make payment until the Tax Invoice is received.

16. INSURANCE

The Seller must maintain the following insurances with a reputable insurer:

16.1 a policy insuring the Goods for full insurable value against damage by fire, water and all other perils to which those Goods are commonly insured;

16.2 a public risk policy for any single accident or event for the amount of Ten Million Dollars ($10,000,000) or such other amount as Fayman may require from time to time;

16.3 a product liability policy for any single accident or event for the amount of Ten Million Dollars ($10,000,000) or such other amount as Fayman may require from time to time;

16.4 professional indemnity insurance to cover any Services provided by the Seller to Fayman and governed by these Terms and Conditions.

17. NOTICES

17.1 A notice or communication to be served or given under these Terms and Conditions must be in writing and may be served or given by any lawful means of

service within the State of Victoria including without limitation service by hand delivery, ordinary, certified or registered pre-paid post or by facsimile transmission. The date a notice is deemed served, given and received is:

1. if delivered by hand, the day of delivery but if delivery takes place after 4:00 pm on a business day or on a day that is not a business day then it is deemed served, given and received on the next business day;
2. if posted, three (3) business days after the day it is posted;
3. if by facsimile transmission, on the day of transmission but if transmission is not on a business day or is not completed by 4:00 pm on a business day then it is deemed served, given and received the next business day.

17.2 The address and facsimile number at which a party may be served or given notices under these Terms and Conditions is its address and facsimile number as appearing in this document or such other address or facsimile number for service it notifies the other parties of in writing.

18. NON MERGER

The provisions of these Terms and Conditions which are capable of having effect after completion of any transaction referred to in these Terms and Conditions including without limitation warranties and indemnities do not merge on completion of any transaction referred to in these Terms and Conditions.

19. FURTHER ASSURANCES

The parties each agree to sign all documents and do all things reasonably required to give full effect to the transactions recorded in these Terms and Conditions.

20. SEVERABILITY

As far as is possible these Terms and Conditions are to be construed so as not to be void, voidable, unenforceable or illegal, but if any part of these Terms and Conditions are void, voidable, unenforceable or illegal by operation of any law, then the offending part of these Terms and Conditions as far as is possible is to be read down to the extent necessary to make sure that it is not invalid, unenforceable or illegal but if it cannot be so read down then it is to be deemed severed without affecting the remainder of these Terms and Conditions which will continue to apply as amended.

Schedule A

Warranties

1. Compliance with specifications

The Seller warrants that the Goods comply strictly with every aspect of the specifications given to Fayman (if any) and without limiting the foregoing that any variations in size, configuration or performance will be strictly within any specified tolerances.

2. Performance

The Seller acknowledges that, where applicable, each of the Goods will operate within their usual and normal functionality, having regard to the nature of the Goods and the purpose for which the Goods of that description are used.

3. Testing

The Seller warrants that prior to delivery of the Goods to Fayman the Seller (where appropriate) tested and inspected the Goods to make sure that the Goods were:

3.1 fully functional;

3.2 did not contain any latent or patent defect;

3.3 properly and professionally finished in accordance with the industry best practices;

3.4 reasonably fit for use;

3.5 marked with a sticker or label indicating the date on which such tests were carried out and the identity of the individual or work unit who conducted the relevant tests.

4. Fit for purpose

The Seller warrants to Fayman that where the Goods are acquired by Fayman for a particular purpose that was, expressly or by implication, made known to the Seller, either directly or indirectly, the Goods are reasonably fit for that purpose, whether or not that is the purpose for which those Goods are commonly supplied.

5. Correspondence with description

The Seller warrants that the Goods correspond with their description (if any) given by the Seller to Fayman.

6. Merchandable quality

The Seller warrants to Fayman that the Goods are of mechandable quality.

7. Correspondence with samples

The Seller warrants to Fayman that where the Goods have been supplied to Fayman by reference to a sample, the bulk of the Goods corresponds with the sample in quality and appearance.

8. Title

The Seller warrants to Fayman that it has a right to sell the Goods and that Fayman will acquire title to the Goods free of all Encumbrances on the date the Seller agrees to sell and Fayman agrees to buy the Goods.

9. Health Regulations

The Seller warrants to Fayman that it has complied with all Laws, in all relevant jurisdictions, relating to health, quarantine and safety issues and that where the Goods are food stuffs, those Goods are fit for consumption and use by their intended market.

10. Industry Best Practice

The Seller warrants to Fayman that it will provide the Services in a manner consistent with industry best practice, promptly, efficiently and ethically.

11. Qualified Persons

The Seller warrants to Fayman that it has the necessary qualifications to provide the Services and will comply with all applicable Law in providing the Services.

12. No Illegal Activity

The Seller warrants that it is not required and will not carry on any illegal activity in performing its Obligations under this Agreement.

13. Re-Supply of Goods

The Seller warrants that there is no restriction on Fayman's use or re-supply of the Goods or Services and warrants to Fayman that no third party will have any claims against Fayman for an interest in the Goods.

14. Intellectual Property Rights

The Seller warrants that:

14.1 it has absolute title to the Goods and owns all Intellectual Property Rights in relation to the Goods;

14.2 there are no outstanding Claims of any Intellectual Property Rights affecting the Goods;

14.3 the Seller has no knowledge of any other person having any other Claim to any Intellectual Property Rights in respect of the Goods.