Terms & Conditions of Trade

1.	DEFINTIONS
  1.1	“JB” shall mean JB Trenchless Pty Ltd, or any agents or employees thereof.
  1.2	“Customer” shall mean the Customer, any person acting on behalf of and with
         the authority of the Customer, or any person purchasing products and 
          services from JB.
  1.3	“Goods” shall mean:
   1.3.1	all Goods of the general description specified on the front of this 
                agreement and supplied by JB to the Customer; and
   1.3.2	all Goods supplied by JB to the Customer; and
   1.3.3	all inventory of the Customer that is supplied by JB; and
   1.3.4	all Goods supplied by JB and further identified in any invoice
                issued by JB to the Customer, which invoices are deemed to be 
                incorporated into and form part of this agreement; and
   1.3.5	all Goods that are marked as having been supplied by JB or that are
                stored by the Customer in a manner that enables them to be 
                identified as having been supplied by JB; and
   1.3.6	all of the Customer’s present and after-acquired Goods that JB has
                performed work on or to or in which goods or materials supplied or 
                financed by JB have been attached or incorporated.
   1.3.7	The above descriptions may overlap but each is independent of and 
                does not limit the others.
  1.4	“Goods and Services” shall mean all goods, products, services, and advice
         provided by JB to the Customer and shall include without limitation the
         design, manufacture, supply, installation, servicing, and repair of 
         construction (including directional drills) and earthmoving equipment and      
         all advice and all charges for labour, hire charges, insurance charges, or
         any fee or charge associated with the supply of Goods and Services by JB to
         the Customer.
  1.5	“Price” shall mean the cost of the Goods and Services as agreed between JB
         and the Customer and includes all disbursements e.g., charges JB pay to 
         others on the Customer’s behalf subject to clause 4 of this contact.

2.	ACCEPTANCE
  2.1	Any instructions received by JB from the Customer for the supply of Goods
        and Services shall constitute a binding contract and acceptance of the terms
        and conditions contained herein.

3.	COLLECTION AND USE OF INFORMATION
  3.1	The Customer authorises JB to collect, retain and use any information about 
        the Customer, for the purpose of assessing the Customer’s credit worthiness,
        enforcing any rights under this contract, or marketing any Goods and
        Services provided by JB to any other party.
  3.2	The Customer authorises JB to disclose any information obtained to any
        person for the purposes set out in clause 3.1.
  3.3	Where the Customer is a natural person of the authorities under clauses 3.1
        and 3.2 are authorities or consents for the purpose of the Privacy Act 1993.

4.	PRICE
  4.1	Where no price is stated in writing or agreed to orally the Goods and
        Services shall be deemed to be sold at the current amount as such Goods and
        Services are sold by JB at the time of the contract.
  4.2	The price may be increased by the amount of any reasonable increase in the
        cost of supply of the Goods and Services that is beyond the control of JB
        between the date of the contract and delivery of the Goods and Services.

5.	PAYMENT
  5.1	Full payment for Goods is due prior to dispatch unless as agreed under a
        separate Trade Account agreement.
  5.2	Payment for Goods and Services shall be made in full on or before the 30th
        day of the month following the date of the invoice (“the due date”).
  5.3	Interest may be charged on any amount owing after the due date at the rate
        of 2.5% per month or part month.
  5.4	Any expenses, disbursements and legal costs incurred by JB in the
        enforcement of any rights contained this contract shall be paid by the
        Customer, including any reasonable solicitor’s fees or debt collection
        agency fees.
  5.5	Receipt of a cheque, bill of exchange, or other negotiable instrument shall
        not constitute payment until such negotiable instrument is paid in full.
  5.6	A deposit may be required.

6.	QUOTATION
  6.1	Where a quotation is given by JB for Goods and Services:
   6.1.1	Unless otherwise agreed the quotation shall be valid for thirty (30)
                days from the date of issue; and
   6.1.2	The quotation shall be exclusive of foods and services tax and 
                shipping and handling charges unless specifically stated to the 
                contrary.
   6.1.3	JB reserves the right to amend the quotation at any time prior to 
                acceptance of the Customer’s order for the goods.
  6.2	Where Foods and Services are required in addition to the quotation the
        Customer agrees to pay for the additional cost of such Goods and Services.

7.	RISK
  7.1	The Goods and Services remain at JB’s risk until delivery to the Customer.
  7.2	Delivery of Goods and Services shall be deemed complete when JB gives
        possession of the Goods and Services directly to the Customer or possession
        of the Goods and Services is given to a carrier, courier, or other bailee
        for purposes of transmission to the Customer. The customer shall raise no
        claims for loss or damage to goods delivered to unattended sites by
        arrangement.
  7.3	The time agreed for delivery shall not be an essential term of this contact.

8.	AGENCY
  8.1	The Customer authorises JB to contract either as principal or agent for
        provision of Goods and Services that are the matter of this contract.
  8.2	Where JB enters into a contract of the type referred to in clause 8.1 it
        shall be read with and form part of this agreement and the Customer agrees
        to pay any amounts due under that contract.

9.	PERSONAL PROPERTIES SECURITIES ACT 2009 (PPSA)
  9.1	In this clause, financing statement, financing change statement security
        agreement, and security interest has the meaning given to it by the PPSA.
  9.2	Upon assenting to these terms and conditions in writing, the customer
        acknowledges and agrees that these terms and conditions constitute a
        security agreement for the purposes of the PPSA and creates a security
        interest in all Goods that have previously been supplied and that will be
        supplied in future by JB to the customer.
  9.3	The customer undertakes to:
      a)	Promptly sign any further documents and/or provide any further
                information (such information to be complete, accurate and up to
                date in all respects) which JB may reasonably require to:
          i.	Register a financing statement or financing charge statement in
                relation to a security interest on the Personal Property Securities
                Register
         ii.	Register any other document required to be registered by the PPSA,
                or
        iii.	Correct a defect in a statement referred to in clause 9.3(a)(i) or 
                9.3(a)(ii).
      b)	Indemnify, and upon demand, reimburse JB for all expenses incurred
                in registering a financing statement or financing change statement
                on the Personal Property Securities Register established by the PPSA
                or releasing any foods charged thereby.
      c)	Not register, or permit to be registered, a financing statement or 
                financing change statement in relation to the goods in favour of a 
                third party without the prior written consent of JB
      d)	Not register a financing change statement in respect of a security
                interest without the prior written consent of JB
      e)	Immediately advise JB of any material change of its business
                practices of selling the goods which would result in a change in the
                nature of proceeds received from the nature of such sales.
  9.4	JB and the Customer agree that section 96, 115 and 125 of the PPSA do not
        apply to the security agreement crated by these terms and conditions.
  9.5	The customer waives their rights to receive notices under sections 95, 118,
        121(4), 130, 132(3)(d) and 132(4) of the PPSA.
  9.6	The Customer waives their rights as a granter and/or debtor under sections
        142 and 143 of the PPSA.
  9.7	Unless otherwise agreed to in writing by JB, the Customer waives their right
        to receive a verification statement in accordance with section 157 of the
        PPSA.
  9.8	The Customer must unconditionally ratify any actions taken by JB under
        clauses 9.3 and 9.5.
  9.9	Subject to any express provision to the contrary, nothing in these terms and
        conditions is intended to have the effect of contracting out any provision
        of the PPSA.

10.	OWNERSHIP OF GOODS
  10.1	The property in the foods will not pass to the Customer until payment in
        full for all mounts due to JB have been received. If the Customer fails to
        pay monies owed to JB when due, JB may without notice and without prejudice
        to any of its rights and remedies under these terms and conditions, enter
        any premises where JB believes the goods are kept and recover possession of
        the goods and resell the goods and apply the proceeds in reduction of any
        indebtedness the customer owes to JB.

11.	DEFAULT
  11.1	The following shall constitute defaults by the Customer:
   11.1.1	Non-payment of any sum by the due date.
   11.1.2	The Customer intimates that it will not pay any sum by the due date.
   11.1.3	Any Goods and Services are seized by any other creditor of the
                Customer or any other creditor intimates that it intends to seize
                Goods and Services.
   11.1.4	Any Goods and Services in the possession of the Customer are
                materially damages while any sum due from the Customer to JB remains
                unpaid.
   11.1.5	The Customer is bankrupted or put into liquidation or a receiver is
                appointed to any of the Customer’s assets or a landlord distains
                against any of the Customer’s assets.
   11.1.6	A Court judgment is entered against the Customer and remains
                unsatisfied for seven (7) days.
   11.1.7	Any material adverse change in the financial position of the
                Customer.

12.	SECURITY INTEREST FOR SERVICE PROVIDERS
  12.1	The Customer gives JB a security interest in all of the Customer’s present
        and after-acquired property that JB has performed services on or to or in
        which goods or materials supplied or financed by JB have been attached or
        incorporated.

13.	PAYMENT ALLOCATION
  13.1	JB may in its discretion allocate any payment received from the Customer
        towards any invoice that JB determines and may do so at the time of receipt
        or at any time afterwards and on default by the Customer may reallocate any
        payment previously received and allocated. In the absence of any payment
        allocation by JB, payment shall be deemed to be allocated in such manner as
        preserves the maximum value of JB’s purchase money security interest in the
        Goods and Services.
 
14.	GENERAL LIEN
  14.1	The Customer agrees the JB may exercise a general lien against and Goods and
        Services or property belonging to the Customer that is in the possession of
        JB for all sums outstanding under this contract any other contract to which
        the Customer and JB are parties. 
  14.2	If the lien is not satisfied with seven (7) days of the due date JB may,
        having given notice of the lien at its option either:
   14.2.1	Remove such Goods and Services and store them in such a place and in
                such a manner as JB shall think fit and proper and at the risk and
                expense of the Customer; or
   14.2.2	Sell such Goods and Services or part thereof upon such terms as it
                shall think fit and apply the proceeds I or towards discharge of the
                lien and costs of sale without being liable to any persona for 
                damage caused.

15.	CANCELLATION AND RETURN OF GOODS
  15.1	Cancellation of any order is subject to recovery of all costs incurred to
        the time of cancellation, including, but not limited to, materials, labour,
        and factory overhead. Special Engineered products are non-returnable unless
        under specific agreement with JB.
  15.2	No claim relating to Goods and Services supplied will be considered unless
        made within seven (7) days of delivery/supply.
  15.3	Goods will only be accepted for return at the sole discretion of JB and a
        restocking fee of 15% may apply.

16.	LIABILITY
  16.1	Except as otherwise provided, JB shall not be liable for:
   16.1.1	Any loss or damage of any kind whatsoever, arising form the supply
                of Goods and Services by JB to the Customer, including consequential
                loss whether suffered or incurred by the Customer or another person
                and whether in contract or tort (including negligence) or otherwise
                and irrespective of whether such loss or damage arises directly or
                indirectly from Goods and Services provided by JB to the Customer;
                and
   16.1.2	The Customer shall indemnify JB against all claims and loss of any
                kind whatsoever however caused or arising and without limiting the
                generality of the foregoing of this clause whether caused or arising
                as a result of the negligence of JB or otherwise, brought by any
                person in connection with any matter, act, mission, or error by JB
                its agent or employees in connection with Goods and Services.
  16.2	If, contrary to the disclaimer of liability contained in these terms and
        conditions of trade JB is deemed liable to the Customer, following and
        arising from the supply of Goods and Services by the customer then it is
        agreed between JB and the Customer that such liability is limited in its
        aggregate to $50,000.

17.	WARRANTY
  17.1	JB warrants its products to perform to published specifications for a period
        of 12 months after delivery. JB will repair, replace, or reimburse at its
        option, goods hat a JB inspection reveals to be defective in material or
        original workmanship. JB does not warrant that its products will perform any
        particular task.

18.	COPYWRIGHT AND INTELLECTUAL PROPERTY
  18.1	JB, owns and has copyright in all designs, work, specifications, drawings,    
        software, electronic data, and documents products by JB in connection with
        the Goods and Services provided pursuant to this contract and the client may
        use the Goods and Services only if paid for in full and for the purposes
        which they were intended and supplied by JB.

19.	MISCELLANEOUS
  19.1	JB Shall not be liable for the delay or failure to perform its obligations I
        the cause of the delay or failure is beyond its control.
  19.2	Failure by JB to enforce any of the terms and conditions contained in this
        contract shall not be deemed to be a waiver of any of the rights or
        obligations JB has under this contract.
  19.3	If any provision of this contract shall be invalid, void or illegal or       
        unenforceable the validity existence, legality and enforceability of the
        remaining provisions shall not be affected, prejudiced, or impaired.

Terms & Conditions of Trade (Australia)

1. DEFINTIONS
   1. “JB” shall mean JB Trenchless Pty Ltd, or any agents or employees thereof.
   2. “Customer” shall mean the Customer, any person acting on behalf of and with the authority of the Customer, or any person purchasing products and services from JB.
   3. “Goods” shall mean:
      1. all Goods of the general description specified on the front of this agreement and supplied by JB to the Customer; and
      2. all Goods supplied by JB to the Customer; and
      3. all inventory of the Customer that is supplied by JB; and
      4. all Goods supplied by JB and further identified in any invoice issued by JB to the Customer, which invoices are deemed to be incorporated into and form part of this agreement; and
      5. all Goods that are marked as having been supplied by JB or that are stored by the Customer in a manner that enables them to be identified as having been supplied by JB; and
      6. all of the Customer’s present and after-acquired Goods that JB has performed work on or to or in which goods or materials supplied or financed by JB have been attached or incorporated.
      7. The above descriptions may overlap but each is independent of and does not limit the others.
   4. “Goods and Services” shall mean all goods, products, services, and advice provided by JB to the Customer and shall include without limitation the design, manufacture, supply, installation, servicing, and repair of construction (including directional drills) and earthmoving equipment and all advice and all charges for labour, hire charges, insurance charges, or any fee or charge associated with the supply of Goods and Services by JB to the Customer.
   5. “Price” shall mean the cost of the Goods and Services as agreed between JB and the Customer and includes all disbursements e.g., charges JB pay to others on the Customer’s behalf subject to clause 4 of this contact.
      
      
2. ACCEPTANCE
   1. Any instructions received by JB from the Customer for the supply of Goods and Services shall constitute a binding contract and acceptance of the terms and conditions contained herein.
      
      
3. COLLECTION AND USE OF INFORMATION
   1. The Customer authorises JB to collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s credit worthiness, enforcing any rights under this contract, or marketing any Goods and Services provided by JB to any other party.
   2. The Customer authorises JB to disclose any information obtained to any person for the purposes set out in clause 3.1.
   3. Where the Customer is a natural person of the authorities under clauses 3.1 and 3.2 are authorities or consents for the purpose of the Privacy Act 1993.
      
      
4. PRICE
   1. Where no price is stated in writing or agreed to orally the Goods and Services shall be deemed to be sold at the current amount as such Goods and Services are sold by JB at the time of the contract.
   2. The price may be increased by the amount of any reasonable increase in the cost of supply of the Goods and Services that is beyond the control of JB between the date of the contract and delivery of the Goods and Services.
      
      
5. PAYMENT
   1. Full payment for Goods is due prior to despatch unless as agreed under a separate Trade Account agreement.
   2. Payment for Goods and Services shall be made in full on or before the 30^th day of the month following the date of the invoice (“the due date”).
   3. Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
   4. Any expenses, disbursements and legal costs incurred by JB in the enforcement of any rights contained this contract shall be paid by the Customer, including any reasonable solicitor’s fees or debt collection agency fees.
   5. Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
   6. A deposit may be required.
      
      
6. QUOTATION
   1. Where a quotation is given by JB for Goods and Services:
      1. Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue; and
      2. The quotation shall be exclusive of foods and services tax and shipping and handling charges unless specifically stated to the contrary.
      3. JB reserves the right to amend the quotation at any time prior to acceptance of the Customer’s order for the goods.
   2. Where Foods and Services are required in addition to the quotation the Customer agrees to pay for the additional cost of such Goods and Services.
      
      
7. RISK
   1. The Goods and Services remain at JB’s risk until delivery to the Customer.
   2. Delivery of Goods and Services shall be deemed complete when JB gives possession of the Goods and Services directly to the Customer or possession of the Goods and Services is given to a carrier, courier, or other bailee for purposes of transmission to the Customer. The customer shall raise no claims for loss or damage to goods delivered to unattended sites by arrangement.
   3. The time agreed for delivery shall not be an essential term of this contact.
      
      
8. AGENCY
   1. The Customer authorises JB to contract either as principal or agent for provision of Goods and Services that are the matter of this contract.
   2. Where JB enters into a contract of the type referred to in clause 8.1 it shall be read with and form part of this agreement and the Customer agrees to pay any amounts due under that contract.
      
      
9. PERSONAL PROPERTIES SECURITIES ACT 2009 (PPSA)
   1. In this clause, financing statement, financing change statement security agreement, and security interest has the meaning given to it by the PPSA.
   2. Upon assenting to these terms and conditions in writing, the customer acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods that have previously been supplied and that will be supplied in future by JB to the customer.
   3. The customer undertakes to:
      1. Promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up to date in all respects) which JB may reasonably require to:
         1. Register a financing statement or financing charge statement in relation to a security interest on the Personal Property Securities Register
         2. Register any other document required to be registered by the PPSA, or
         3. Correct a defect in a statement referred to in clause 9.3(a)(i) or 9.3(a)(ii).
      2. Indemnify, and upon demand, reimburse JB for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any foods charged thereby.
      3. Not register, or permit to be registered, a financing statement or financing change statement in relation to the goods in favour of a third party without the prior written consent of JB
      4. Not register a financing change statement in respect of a security interest without the prior written consent of JB
      5. Immediately advise JB of any material change of its business practices of selling the goods which would result in a change in the nature of proceeds received from the nature of such sales.
   4. JB and the Customer agree that section 96, 115 and 125 of the PPSA do not apply to the security agreement crated by these terms and conditions.
   5. The customer waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
   6. The Customer waives their rights as a granter and/or debtor under sections 142 and 143 of the PPSA.
   7. Unless otherwise agreed to in writing by JB, the Customer waives their right to receive a verification statement in accordance with section 157 of the PPSA.
   8. The Customer must unconditionally ratify any actions taken by JB under clauses 9.3 and 9.5.
   9. Subject to any express provision to the contrary, nothing in these terms and conditions is intended to have the effect of contracting out any provision of the PPSA.
      
      
10. OWNERSHIP OF GOODS
    1. The property in the foods will not pass to the Customer until payment in full for all mounts due to JB have been received. If the Customer fails to pay monies owed to JB when due, JB may without notice and without prejudice to any of its rights and remedies under these terms and conditions, enter any premises where JB believes the goods are kept and recover possession of the goods and resell the goods and apply the proceeds in reduction of any indebtedness the customer owes to JB.
       
       
11. DEFAULT
    1. The following shall constitute defaults by the Customer:
       1. Non-payment of any sum by the due date.
       2. The Customer intimates that it will not pay any sum by the due date.
       3. Any Goods and Services are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize Goods and Services.
       4. Any Goods and Services in the possession of the Customer are materially damages while any sum due from the Customer to JB remains unpaid.
       5. The Customer is bankrupted or put into liquidation or a receiver is appointed to any of the Customer’s assets or a landlord distains against any of the Customer’s assets.
       6. A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days.
       7. Any material adverse change in the financial position of the Customer.
          
          
12. SECURITY INTEREST FOR SERVICE PROVIDERS
    1. The Customer gives JB a security interest in all of the Customer’s present and after-acquired property that JB has performed services on or to or in which goods or materials supplied or financed by JB have been attached or incorporated.
       
       
13. PAYMENT ALLOCATION
    1. JB may in its discretion allocate any payment received from the Customer towards any invoice that JB determines and may do so at the time of receipt or at any time afterwards and on default by the Customer may reallocate any payment previously received and allocated. In the absence of any payment allocation by JB, payment shall be deemed to be allocated in such manner as preserves the maximum value of JB’s purchase money security interest in the Goods and Services.
       
       
14. GENERAL LIEN
    1. The Customer agrees the JB may exercise a general lien against and Goods and Services or property belonging to the Customer that is in the possession of JB for all sums outstanding under this contract any other contract to which the Customer and JB are parties.
    2. If the lien is not satisfied with seven (7) days of the due date JB may, having given notice of the lien at its option either:
       1. Remove such Goods and Services and store them in such a place and in such a manner as JB shall think fit and proper and at the risk and expense of the Customer; or
       2. Sell such Goods and Services or part thereof upon such terms as it shall think fit and apply the proceeds I or towards discharge of the lien and costs of sale without being liable to any persona for damage caused.

15. CANCELLATION AND RETURN OF GOODS
    1. Cancellation of any order is subject to recovery of all costs incurred to the time of cancellation, including, but not limited to, materials, labour, and factory overhead. Special Engineered products are non-returnable unless under specific agreement with JB.
    2. No claim relating to Goods and Services supplied will be considered unless made within seven (7) days of delivery/supply.
    3. Goods will only be accepted for return at the sole discretion of JB and a restocking fee of 15% may apply.
       
       
16. LIABILITY
    1. Except as otherwise provided, JB shall not be liable for:
       1. Any loss or damage of any kind whatsoever, arising form the supply of Goods and Services by JB to the Customer, including consequential loss whether suffered or incurred by the Customer or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Goods and Services provided by JB to the Customer; and
       2. The Customer shall indemnify JB against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of JB or otherwise, brought by any person in connection with any matter, act, mission, or error by JB its agent or employees in connection with Goods and Services.
    2. If, contrary to the disclaimer of liability contained in these terms and conditions of trade JB is deemed liable to the Customer, following and arising from the supply of Goods and Services by the customer then it is agreed between JB and the Customer that such liability is limited in its aggregate to $50,000.
       
       
17. WARRANTY
    1. JB warrants its products to perform to published specifications for a period of 12 months after delivery. JB will repair, replace, or reimburse at its option, goods hat a JB inspection reveals to be defective in material or original workmanship. JB does not warrant that its products will perform any particular task.
       
       
18. COPYWRIGHT AND INTELLECTUAL PROPERTY
    1. JB, owns and has copyright in all designs, work, specifications, drawings, software, electronic data, and documents products by JB in connection with the Goods and Services provided pursuant to this contract and the client may use the Goods and Services only if paid for in full and for the purposes which they were intended and supplied by JB.
       
       
19. MISCELLANEOUS
    1. JB Shall not be liable for the delay or failure to perform its obligations I the cause of the delay or failure is beyond its control.
    2. Failure by JB to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations JB has under this contract.
    3. If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced, or impaired.