Terms and Conditions of Sale

FLUKE AUSTRALIA PTY LIMITED

1. GENERAL

All Fluke equipment and services are sold or supplied subject to the following terms & conditions unless these are modified in writing and signed by the Managing Director. Customer's acceptance of delivery of equipment or performance of services shall constitute acceptance of these terms & conditions.

2. OTHER CONDITIONS

If customer's order incorporates other conditions they shall not take effect unless Fluke expressly agrees to them in writing signed by the Managing Director.

1. VALIDITY

   Unless otherwise specified, quotations are valid for 30 days.

2. ACCEPTANCE OF ORDER

   Customer's orders will be accepted only after suitable credit arrangements have been made with Fluke's Credit Manager. If this has not been obtained the terms are automatically Cash on Collection.

3. PRICES

   Prices quoted are firm, unless subject to exchange rate variation (see clause 6), and are based on Fluke's costs at date of quotation for freight, insurance and on rates of customs or other duties applying at that date Variations in such costs or duties and any other fiscal charges or taxes introduced by any government shall be for the customer's account. Prices quoted will include GST for sales inside Australia and will exclude GST for Sales outside of Australia. Handling charges will apply to all orders.

4. EXCHANGE RATE

   Prices quoted may be subject to exchange rate variation. Exchange rate variations will only apply if so stated in the quote. If so Fluke may claim as an increase in the quoted list price any positive amount, or the customer may claim as a reduction thereof any negative amount, which results from the application of:

   ((P x Q)/L) -P

   P = quoted price in AUD

   Q = quotation exchange rate in foreign currency

   L = actual exchange rate as established by the comptroller of customs for the date of customs valuation of the equipment.

5. TERMS OF PAYMENT

   Terms of payment are strictly 30 days from date of invoice, notwithstanding that equipment may not yet have been installed or commissioned. Fluke may charge interest on overdue payments at the prevailing overdraft rate of Commonwealth Bank or at its option in accordance with statute. Fluke may suspend or cancel its performance of the whole or any part of the contract where any payment is overdue. Fluke reserves the right to decrease or cancel any trade discounts agreed to where unauthorised extended payment terms is taken.

   Invoices are issued when equipment is dispatched to customers in Australia or New Zealand or upon completion of ordered services. If the customer is not ready to accept delivery and has not indicated a delivery date, invoices will still be issued.

6. WARRANTY

   1. Unless otherwise specified, equipment (other than spare parts) is warranted for 12 months from date of invoice against defects attributable to faulty workmanship of material, fair wear and tear being excluded.

   2. This warranty does not cover normal servicing of equipment nor non-Fluke items that are covered by special factory guarantees.

   3. Damage or defects caused by incorrect use or failure to observe recommended operating conditions are not covered by this warranty.

   4. This warranty only covers the cost of repairing, or at Fluke's option of replacing, faulty equipment. Freight costs to and from service workshops are for the customer's account.

   5. Damage or defects which result from installation, servicing, alteration or repair by any person other than Fluke's authorised representatives is not covered by this warranty.

   6. All services are warranted for 60 days from completion. These warranties cover only the work actually performed and spare parts install by our authorised representative.

   Except as herein otherwise provided, all conditions or warranties in respect of equipment and any services supplied in relation thereto, express or implied, statutory or otherwise, are hereby excluded. Under no circumstances shall Fluke be liable to pay compensation for any injury, loss or damage sustained by a customer howsoever arising; provided always however that in respect of equipment or services sold or

   supplied in Australia nothing in this paragraph shall effect the right of the customer or any other person in respect of equipment which has a defect within the meaning of Part VA of the Trade Practices Act, 1974 or the rights of a customer who has acquired the equipment or services as a "consumer", within the meaning of that Act or of any other law of the Commonwealth, or of any state or territory; and provided further that where the customer is a "consumer" within the meaning of the said Act and the equipment (where applicable) the services to be supplied by Fluke are respectively not of a kind ordinarily acquired for personal, domestic or household use or consumption, then the liability of Fluke for a breach of a condition or warranty implied by the said Act (other than a condition or warranty implied by Section 69) shall be limited" to the repair of the equipment, or at the option of Fluke, the replacement of the equipment or the supply of equivalent equipment.

7. DELIVERY TIMES

   Fluke will endeavour to adhere to quoted delivery times but does not guarantee them.

8. CANCELLATION OF ORDERS

   1. Orders are firm and are not subject to cancellation.

   2. In exceptional cases the Managing Director may at his discretion issue a written authorisation for the return of equipment or cancellation.

   3. Except where Fluke is at fault, customers will by accepting such authorisation become liable to indemnify Fluke against all loss and expenses.

   4. Equipment sent back to Fluke without written authorisation referred to in (b) above will not be accepted.

9. SUSPENSION OR CANCELLATION OF DELIVERY

   Fluke reserves the right to suspend delay or cancel the delivery of some or all of the equipment or service or to require advance payment if:

   1. the customer is insolvent or is unable to pay its debts, or seeks to effect any compromise with its creditors or compound any of its debts;

   2. any order is made or resolution passed for the winding up of a customer or if the customer is placed in receivership or under judicial/official management;

   3. any judgment is given against the customer in any court of law and if appealable, is not appealed against within the period allowed for the lodging of such appeal, or if not subject to an appeal, remains unsatisfied for a period of 10 days; or

   4. the customer in breach of any of its obligations to Fluke. No suspension, delay or cancellation as a result of any of the foregoing events shall affect any other rights which Fluke may have against the customer in terms of the contract or otherwise.

10. INABILITY TO SUPPLY

    If Fluke cannot deliver some or all of the equipment or cannot complete any service for any reason beyond its control, including but not limited to lack of instruction from the customer, stock shortage, industrial dispute or break-down, government action, state of war, riot, civil disturbance or Act of God, Fluke may in its discretion, cancel or suspend or delay its performance of the whole or any part of the contract. In the event of such cancellation or suspension Fluke shall not be liable for any such loss (including loss of profits) thereby caused. Equipment offered ex-stock is subject to prior sale.

11. MINOR VARIATION

    All sizes, weights and other specifications given by Fluke are approximate only. Fluke reserves the right to supply equipment which does not exactly correspond with what Fluke agree to supply provided that any differences do not make the equipment unsuitable for the customer's declared purpose. customer assigns the proceeds with respect to equipment to Fluke absolutely and not by way of security. While equipment remains the property of Fluke, the customer shall keep it clearly identified as such and separate from other equipment. If payment for equipment is overdue in whole or in part Fluke may (without prejudice to any of its other rights) recover or re-sell equipment and may enter upon the customer's premises by its servants or agents for that purpose.

12. OWNERSHIP & RISK

    Unless otherwise arranged:

    1. The title and risk in the equipment shall pass to the customer on delivery, which for these purposes mean:

    2. Delivery of Product to a common carrier; or

    3. In the case of equipment collected by the customer or its agent from Fluke despatch point, the time when the equipment has been load on the truck.

    4. In the case of equipment delivered through an agent, the delivery of Product to a common carrier.

13. CLAIMS FOR DAMAGE OR SHORTAGE

    Fluke shall not be liable for damage in transit or shortages unless a claim in writing is received within 7 days of the customer's receipt of equipment.

14. TIME

    Time shall not be of the essence of the contract.

15. SPECIAL PACKING AND SPECIAL (EXPRESS) DELIVERY

    Should customer's orders require abnormal/special packing or abnormal/ special/express delivery then this will be carried out at the customer's cost.

16. SUB-CONTRACTORS

    Fluke is at liberty to employ sub-contractors on all or any part of customer's order.

17. INSPECTION

    Although normally permission may be granted for customer's representative to visit Fluke's premises, such permission shall not be given automatically.

18. NO WAIVER OF BREACH

    1. No breach by customer of any of these terms and conditions shall be taken to have been waived or released by Fluke unless such waiver is in writing and signed by the Managing Director.

    2. No waiver by Fluke of any breach hereunder will be deemed a waiver of any continuing or recurring breach.

19. HEADINGS

    Headings are for ease of reference only and shall not be used in any way in the interpretation of the terms and conditions.

20. GOVERNING LAW

    These terms and conditions, for orders accepted by Fluke, shall be governed and interpreted in accordance with the laws of the state of New South Wales and the courts of that state shall have jurisdiction in any matter arising.

21. DEFINITIONS

    In these terms & conditions "equipment" means any goods and spare parts sold by Fluke to a customer. "Managing Director" shall mean the Managing Director of Fluke Australia Pty Ltd. "Fluke" shall mean Fluke Australia Pty Ltd. "GST" shall mean the Australian Goods & Services Tax. "Customer" shall mean either the corporate or incorporate contracting party to any supply, purchase or order from Fluke.

22. EXPORT CONTROLS

    Equipment supplied is intended for use only in the country of destination. If re-exported by the customer, the law of Australia and the country of manufacture must be complied with. Customer agrees to obtain a written clearance from Fluke before re-exporting any equipment.