1. Interpretation

This Purchase Order contains the entire understanding between the parties and, unless additional terms and conditions are specifically incorporated by reference in the Purchase Order, supersedes any other agreement and/or representation between the parties made or dated prior to the date of this Purchase Order (including the Supplier's terms and conditions).

In the Purchase Order, except where the context otherwise requires:

• 'Agreement' means the Purchase Order;

• 'UI' means United Infrastructure Pty Limited ABN 39 634 541 807.

• 'Variation' means additional Work, a change in the nature of the Work, varying the time for the Completion of the Work and includes deletion or omission of any part of the Work.

• 'Warranty Period' is 18 months from the date that all Work reaches the stage of Completion.

• 'Work' means the goods and/or services set out in the Purchase Order that the Supplier is to supply to and/or perform for UI.

• 'WHS Laws' means the Work Health and Safety Act 2011 (NSW), the Work Health and Safety Act 2011 (Qld), and any associated regulations.

• Other capitalised terms in the Purchase Order have the meaning given to them elsewhere in this Purchase Order.

• 'Authority' means any government or statutory authority, whether Federal, State, Local or Regional, having powers, jurisdiction or duties in relation to the Works.

2. Nature of the Purchase Order

2.1 'Code of Practice' means, the New South Wales Code of Practice for Procurement New South Wales Government and Implementation Guidelines to the New South Wales Code of Practice for Procurement: Building and Construction; and/or the Queensland Code of Practice for the Building and Construction Industry and Implementation Guidelines to the Queensland Code of Practice for the Building and Construction Industry; The Supplier must carry out and complete the Work in accordance with the Purchase Order and directions given by UI.

2.2 'Completion' means:

(a) completion of the Work;

(b) passing any tests and

(c) providing any documents and other information relating to the Works requested by UI; to the satisfaction of UI.

2.3 Unless stated otherwise in this Purchase Order, the Supplier must supply at its own expense all; labour, plant, equipment, goods and other items it requires to perform its obligations under this Purchase Order (including minor items that may not be specifically referred to in the Purchase Order).

2.4 To the extent that UI has accepted rates, nothing in this Purchase Order obliges UI to engage the Supplier to perform any minimum amount of Work. Nothing in this Agreement gives rise to an obligation on UI to deal exclusively with the Supplier. For avoidance of doubt, UI may engage others to perform all or some of its requirements for goods or services similar or identical to the Work.

2.5 The Supplier is an independent supplier and no relationship of employer and employee, of agency or partnership arises due to this Purchase Order.

2.6 The Supplier must ensure that all payroll tax, workers compensation premiums and remuneration payable in respect of its employees, and in respect of its supplier's employees, have been paid. The Supplier must provide UI with evidence that it has satisfied its obligations under this Clause with each claim or invoice.

3. Price

3.1 The Price is inclusive of delivery, transport costs, taxes, and of taking out and maintaining insurances.

3.2 The Price is fixed and not subject to rise and fall.

4. Insurances

4.1 The Supplier must take out and maintain for the duration of the Work:

(a) insurance for all goods supplied under the Purchase Order up to the time of delivery for an amount not less than replacement value;

(b) public liability insurance in the amount of no less than $20 million in respect of;

(i) any accidental damage or Loss to any property, and

(ii) accidental injury (including death) to any person arising out of the performance of the Works and in respect of product liability;

(c) workers' compensation insurance as required under workers' compensation legislation; and

(d) motor vehicle, plant and equipment insurance for all plant and equipment used onsite with a limit no less than $10 million per incident.

4.2 Prior to the commencement of Work and with each claim or whenever reasonably requested by UI, the Supplier shall provide a certificate of currency from its insurers confirming that the Supplier has complied with its insurance obligations under the Purchase Order.

5. Indemnity

5.1 The Supplier indemnifies UI and the related body corporate against all Loss arising in respect of; personal injury or death, Loss of or damage to property, breach of the Purchase Order, and negligence in connection with the performance or non-performance of the Supplier's obligations under this Purchase Order.

6. Payments

6.1 The Supplier must submit an invoice to UI after the Work is performed and within 14 days of the end of month in which the Work was performed otherwise the claim may be barred.

6.2 Invoices or claims must, in order to be considered valid;

(a) be emailed to accounts@uijv.com.au: and

(b) clearly state the Purchase Order Number.

6.3 The invoice shall be supported by evidence of the Work performed, the amount due and such other information as UI may reasonably require to assess the invoice.

6.4 UI shall pay the Supplier an amount reasonably assessed by UI within 45 days of the end of the month in which the invoice is submitted, unless otherwise agreed between UI and the Supplier.

6.5 UI may deduct amounts, in respect of faulty or defective Work owing or alleged to be owing from the Supplier to UI, under this Purchase Order or otherwise from the amount claimed as due.

6.6 UI may withhold a reasonable amount to effect the insurances in Clause 4 if the Supplier fails to provide evidence that insurances are current, and a declaration in a form acceptable to UI that payments in respect of its employees and suppliers have been made.

6.7 For avoidance of doubt, any payment made by UI is on account only and is not evidence of the quality or quantity of Work performed, or of UI's approval of the Work.

7. Subcontracting and Assignment

7.1 The Supplier shall not without the prior written consent of UI assign the Purchase Order or subcontract the whole or any part of the Work.

7.2 The Supplier must ensure that any sub-contractor or supplier engaged by it takes out and maintains insurances as required by Clause 4 or by law.

8. Risk and Title

8.1 Title in goods pass to UI on delivery and acceptance of the goods to UI.

8.2 Risk for the Works passes to UI on acceptance and Completion of the Works.

9. Timing for Performance of Work

9.1 The Supplier must perform the Work on the Date for Performance. Instructions for timing of the performance of the Work will be issued by UI and the Supplier must comply with these instructions at its own cost.

9.2 The Supplier must at all times perform the Work with due expedition and without delay.

9.3 If instructions for timing of performance of Work are verbally issued to the Supplier, UI will confirm these instructions in writing on request from the Supplier.

9.4 If performance of the Work occurs on more than one day, the Supplier shall communicate with UI at least weekly to ensure the Supplier is aware of the timing for performance of Work for the following week.

9.5 The Supplier acknowledges that failure by it to perform the Work in accordance with the Purchase Order will cause UI to incur costs. Any such costs incurred by UI in connection with a failure by the Supplier to perform Works in accordance with the Purchase Order and/or the Date for Performance shall be a debt due and payable by the Supplier to UI.

9.6 The Supplier agrees that if at any time the progress of Works has fallen behind the progress required by UI due to an act or omission of the Supplier, the Supplier must at its own cost take the necessary corrective action to ensure that progress is maintained as required by UI. Such corrective action may include the working of overtime and additional shifts, the application of more resources to carry out the Works and the adjustment and rescheduling of activities.

9.7 UI may at any time, at its discretion, direct the Supplier to accelerate the Works. The costs associated with accelerating the Works will be borne by the Supplier, unless the direction to accelerate will result in the Supplier completing the Works earlier than the time required by the Purchase Order (as adjusted by any extensions of time), in which case acceleration works performed by the Supplier in accordance with this paragraph shall be valued as a Variation.

10. Extension of Time

10.1 If the Supplier is or will be delayed in performing the Work by the Date for Performance by a Delaying Event then the Supplier must provide written notice to UI within 5 days of commencement of the Delaying Event.

10.2 The written notification must;

(a) identify the Delaying Event;

(b) the duration or anticipated duration of the delay; and

(c) impact of the Delaying Event on the Work and Date for Performance.

10.3 If the duration of the Delaying Event is more than 5 days, within 5 days of the end of the Delaying Event, the Supplier must give written notice to UI of the duration of the Delaying Event and the number of days it claims for an extension of time to the Date for Performance.

10.4 Subject to the Supplier providing

(a) notices strictly in accordance with the requirements of 10.1, 10.2 and 10.3;

(b) analysis (including critical path) to the satisfaction of UI which shows the Delaying Event actually causes delay to the Date for Performance;

(c) evidence to the satisfaction of UI that it has taken reasonable steps to mitigate the delay; the Date for Performance shall be extended commensurate with the impact attributable to the Delaying Event as assessed by UI.

10.5 If the Supplier fails to give UI the notices required by and in accordance with this Clause 10 it will have no entitlement to an extension of time to the Date for Performance for that Delaying Event.

10.6 The Supplier is not entitled to be paid for any costs associated with any delay, disruption or prolongation.

10.7 UI may at any time at its absolute discretion extend the Date for Performance, however it is not obliged to exercise its discretion for the benefit of the Supplier.

11. Variations

11.1 UI may direct the Supplier to undertake a Variation by issuing a direction to the Supplier. The Supplier must execute such a Variation.

11.2 Where no written direction is provided by UI the Supplier must, before performing Work which in the Supplier's opinion constitutes a Variation, give written notice ("Variation Notice") to UI of the scope and proposed cost of the claimed Variation.

11.3 Following receipt of a Variation Notice, UI may:

(a) issue a written direction to proceed with the variation;

(b) direct the Supplier that UI does not require the Supplier to carry out the Work; or

(c) direct the Supplier to carry out the Work and that it is not a Variation to the Work.

11.4 The value of a Variation may be agreed between the parties prior to performing the Variation. Failing such agreement the Variation will be valued by UI having regard to the rates in the Purchase Order, or if there are no applicable rates, at reasonable rates and prices as determined by UI.

11.5 UI is not obliged to pay for any Variation in respect of which UI has not provided a written direction in accordance with this Clause 11.

11.6 Should the Supplier perform or request a Variation for the convenience of the Supplier, no additional costs will be due to the Supplier from UI and any savings as valued by UI will be valued by this clause and may be certified as a debt due to UI.

12. Quality

12.1 Without limiting the Supplier's other obligations under this Purchase Order, it must ensure that;

(a) all applicable specifications and Australian Standards are met, and/or

(b) that the Work is carried out in accordance with current drawings and/or

(c) relevant laws and all applicable environmental and safety requirements are met.

12.2 The Work must be performed by appropriately qualified and trained personnel and with due care, skill and diligence. All Work must be fit for its intended purpose and for any other purpose that UI makes known to the Supplier.

12.3 Without limiting UI's other rights under this Purchase Order or at law, if the Work is faulty or defective or does not comply with the requirements of the Purchase Order, UI may at its option:

(a) at the Supplier's cost

(i) remove any Work and dispose of it, or return it to the Supplier; and

(ii) obtain replacement or alternative Work from the Supplier or others; and

(iii) have any such Work re-performed by the Supplier or performed by others; or

(b) accept any such Work; and

(c) deduct from any amount owing by UI to the Supplier an amount which UI considers reasonable having regard to the fault, defect or non-compliance; and

(d) if no amounts are owing by UI to the Supplier, such amount will be a debt due and owing from the Supplier to UI.

13. GST

13.1 An amount payable by a party under this Purchase Order which is taxable under the GST Act, unless expressed to exclude GST (as that term is defined in the GST Act), represents the value of the supply as detailed in the Purchase Order, and UI must pay the Supplier the GST inclusive amount totaled in respect of the supply.

14. Warranty Period

14.1 If UI discovers a defect, fault or omission in the Work at any time prior to expiry of the Warranty Period, it may give the Supplier a direction to rectify the defect, fault or omission (including the consequential effects of the defect, fault or omission) specifying the time and manner in which the rectification is to be performed. The Supplier must perform the rectification in accordance with the direction at no cost to UI.

14.2 If the Supplier fails to perform the rectification to UI's satisfaction in accordance with UI's direction, UI may perform the rectification or have it performed by others and all costs associated with the rectification will be a debt due and owing by the Supplier to UI.

15. Default

15.1 If the Supplier

(a) commits a breach of the Purchase Order which in UI's opinion is material (including but not limited to a breach of Clause 4, Clause 12, or Clause 17) and fails to remedy such breach within 7 days after having been given written notice to that effect by UI, or

(b) if the Supplier:

(i) stops payment of its debts;

(ii) calls a meeting of its creditors:

(iii) becomes insolvent;

(iv) being a corporation calls a meeting for the purposes of or goes into liquidation;

(v) has a winding up petition presented against it, or

(vi) has a receiver or provisional liquidator appointed; then UI may, by written notice to the Supplier do any or all of the following;

i. suspend all payments to the Supplier;

ii. take out of the hands of the Supplier the whole or part of the Work remaining to be completed under the Purchase Order; and/or

iii. terminate the Purchase Order.

16. Dispute Resolution

16.1 If a dispute or difference (a 'Dispute') arises between the Supplier and UI under or in connection with the Agreement, either party may give a written notice titled "Dispute Notice" to the other party within 21 days of when the cause of the Dispute first arose.

16.2 If the Supplier fails to give a Dispute Notice within the time provided in this Clause 16;

(a) the Supplier will be barred from pursuing that Dispute including in any dispute resolution process or court proceedings; and

(b) UI will not be liable to the Supplier in respect of the subject matter of the Dispute.

16.3 If a party gives a Dispute Notice to the other party, senior executives with authority to settle the Dispute must promptly meet to try to resolve the Dispute.

16.4 If the parties are unable to resolve the Dispute within 21 days after the Dispute Notice is given by one party to the other party, either party may refer the Dispute to expert determination within a further 21 days thereafter.

16.5 The expert determination must be conducted in accordance with the Rules for the Expert Determination of Commercial Disputes as published by the Institute of Arbitrators and Mediators, Australia from time to time. The decision of the expert shall be final and binding on the parties, unless the amount determined as owing from one party to the other exceeds $300,000, in which case either party may commence litigation.

16.6 Notwithstanding the existence of a Dispute, both parties must continue to perform their obligations under this Agreement. Nothing in this Clause 16 prevents a party from commencing proceedings where that party seeks urgent interlocutory relief.

17. Safety and Environment

17.1 The Supplier must:

(a) ensure that all its employees comply with their respective obligations under the WHS Laws;

(b) ensure that environmental impacts caused by the Work comply with all applicable Environmental Laws and requirements;

(c) at all reasonable times provide UI with access to such records as may be necessary to establish the Supplier's compliance with its obligations under this Clause 17;

(d) perform the Work in a manner which ensures that UI satisfies its obligations under the WHS Laws and applicable Environmental Laws and requirements; and

(e) immediately inform UI in writing of all incidents;

(i) any environmental impacts that do or may breach applicable Environmental Laws and requirements, or

(ii) any injury to any employee or supplier of the Supplier arising during the performance of the Work

(f) ensure all personnel have the correct qualification to carry out the Work such as;

(i) High Risk Work Licence issued by the regulator where applicable, (ii) a Statement of Attainment ("SOA") within the past 2 years issued by a Registered Training Organisation ("RTO") or

(iii) a Verification of Competency ("VOC") issued by a RTO within date,

(g) clean up any unlawful pollution of the Site and its surroundings caused by the performance of the Work:

(h) comply with all directions of UI and any Authority regarding cleaning up that pollution; and

(i) before bringing any material onto site: (1) in NSW:

(A) provide confirmation that the material used comes from licenced quarry facility pursuant to Environmental Laws and the material supplied is a natural material, or

(B) provide VENM and relevant testing results as required by the requirements of any Authority and in accordance with the Environmental Laws, or

(C) documentation that provides the material is produced in compliance with the relevant order from any Authority.

17.2 To the extent not prohibited by law, the Supplier indemnifies UI against any Loss suffered or incurred arising out of or in connection with the failure by the Supplier to comply with the matters in Clause 17.1 or Clause 18.

17.3 The Supplier must at its cost comply with UI's directions regarding safety including

(a) participating in site inductions;

(b) site meetings;

(c) providing safe work method statements; and

(d) any other reasonable or lawful request.

17.4 The Supplier acknowledges that, unless specifically agreed otherwise, it is responsible for the control of its employee's systems of Work.

18. Chain of Responsibility National Heavy Vehicle Law requirements

18.1 The Supplier warrants that it;

(a) has reviewed and understands the Heavy Vehicle National Law ("HVNL") and subsequent Chain of Responsibility ("CoR") requirements;

(b) has sought independent advice to understand the responsibilities and requirements of the HVNL and CoR associated with the services being provided;

(c) has a system, policies and adequate resources to ensure full compliance with HVNL and CoR requirements;

(d) will not cause, encourage, contribute to the Supplier, or any other person or entity, to not comply with the HVNL and CoR;

(e) will ensure the driver's schedule, previously completed work or delivery instructions will not directly or indirectly cause the driver to exceed the speed limit, breach their statutory work and rest hours;

(f) will ensure that no driver either directly or indirectly engaged will drive impaired, speed and breach the HVNL or CoR in any way:

(g) acknowledges that UI reserves the right to cease any unsafe practices and can stop any Work if UI suspect any of the above have been breached; and

(h) has provided, or will provide prior to any delivery, an executed Statutory Declaration evidencing the above.

19. Exclusion of Proportionate Liability Schemes

19.1 To the extent permitted by law; any Commonwealth, state or territory law relating to proportionate liability or reduction of liability because of a claimant's contributory negligence is excluded in relation to all and any obligations or liabilities of the Supplier under this Purchase Order or relating to the Work, whether such obligations or liabilities are sought to be enforced in contract, tort or otherwise.

19.2 The Supplier must ensure that any subcontract it enters into with any third party in connection with the Work contains a provision on substantially the same terms as this Clause 19.

20. General

20.1 (Law) This Purchase Order is governed by the law in the state in which the delivery address, specified on the first page of the Purchase Order, is located or if no delivery address is specified in the state in which any goods or services are supplied to UI.

20.2 (Jurisdiction) Each party submits to the non-exclusive jurisdiction of the courts of the state referred to at clause 20.1, and any court that may hear appeals from any of those courts for any proceedings in connection with this Purchase Order and waives any right it might have to claim that those courts are an inconvenient forum.

20.3 (Contra Proferentem) A term of this Agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of the Agreement or the inclusion of the provision in the Agreement.

20.4 (Waiver) A right may only be waived in writing, signed by the party giving the waiver, and no other conduct of a party (including a failure to exercise, or delay in exercising the right) operates as a waiver of the right or otherwise prevents the exercise of the right. A waiver of right on one or more occasions does not operate as a waiver of that right if it arises again. The exercise of a right does not prevent any further exercise of that right or of any other right.

20.5 (Severance) Any provision of this Purchase Order which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this Purchase Order enforceable, unless this would materially change the intended effect of this Purchase Order.

20.6 (Indemnities) Each indemnity in this Purchase Order survives the expiry or termination of this Purchase Order, and a party may recover a payment under an indemnity in this Purchase Order before it makes the payment in respect of which the indemnity is given.

20.7 (Trustee Warranties) If the Supplier enters into this Purchase Order as the trustee of a trust, the Supplier

(a) warrants to UI and repeats on each day of the term of this Purchase Order, that:

(i) it is the sole trustee of the relevant trust (the Trust) and no action has been taken to remove or replace it

(ii) it has the power under the trust deed of the Trust (the Trust Deed) to execute and perform its obligations under this Purchase Order in accordance with its terms;

(iii) all necessary action has been taken to authorise the execution and performance of this Purchase Order under the Trust Deed and the constituent documents of the Trust;

(iv) it is entitled to be indemnified out of the assets of the Trust for all liabilities it incurs under or arising out of this Purchase Order;

(v) this Purchase Order is executed and all transactions relating to it are or will be performed as part of the due and proper administration of the Trust and are or will be for the benefit of its beneficiaries;

(vi) the Trust Deed will not be materially varied or revoked without the prior written consent of UI; and

(vii) the Supplier will not:

(A) retire as trustee of the Trust or appoint any new or additional trustees;

(B) default in its duties as trustee of the Trust; or

(C) exercise any power to appoint a new beneficiary or class of beneficiary, without the prior written consent of UI; and

(b) acknowledges and agrees that:

(i) UI has entered into this Purchase Order relying on the warranties included in subclause (a);

(ii) UI would not have entered into this Purchase Order but for those warranties;

(iii) it is personally liable to perform the obligations of the Supplier under this Purchase Order, even though it enters into this Purchase Order as trustee of the Trust; and

(iv) it must cause any person who becomes a trustee of the Trust jointly with the Supplier to execute all documents required to ensure that this Purchase Order is fully binding on them.

20.8 (Building Code 2016 Cth) The Supplier must comply with the Building Code 2016 (Building Code). Copies of the Building Code are available at www.employment.gov.au/BuildingCode.

20.9 The Supplier acknowledges that a Code of Practice applies to the Purchase Order. By accepting this Purchase Order, the Supplier warrants it is not precluded from entering the contract and performing the Works and agrees that it will be taken to have read and understood, and that it will comply with, the Code of Practice and related guidelines.

20.10 (Deed Poll) Without affecting the rights of the parties under the Purchase Order, where an indemnity given in the Purchase Order is expressed to be given by the Supplier in favour of a person other than UI, the Purchase Order operates as a deed poll by the Supplier for the benefit of that person and such person may rely on, and enforce, such indemnity as a deed poll made in that person's favour by the Supplier.