Definition and Interpretation 1.

1 In the Contract, except where the context otherwise requires Contract means the Companys Service Order form, properly signed and bearing the Companys order number together with these Standard Conditions and all documents attached to or incorporated in the Companys Service Order form by reference. Contract Sum means: (a) where the Company accepted a lump sum, the lump sum; (b) where the Company accepted rates, the sum ascertained by calculating the products of the rates and the corresponding quantities in the schedule of rates; (c) where the Company accepted a lump sum and rates, the aggregate of the sums referred to in paragraphs (a) and (b) including any provisional sums but excluding any additions or deductions which may be required to be made under the Contract; Date for Completion means: (a) where the Companys Service Order form provides a date for completion of the Services, that date; (b) Where the Companys Service Order form provides a period of time for the completion of the Services, the last day of that period. But if an extension of time for completion of the Services is granted by the Company, it means the date resulting from the extension of time. Site means the lands and other places made available to the Contractor by the Company for the purpose of the Contract; Services means all of the work which the Contractor is or may be required to execute under the Contract and includes variations and remedial work. GST has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999; Tax Invoice has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999; 1.2 The Contract shall be governed by and constructed with reference to the laws for the time being in force in Western Australia. 1.3 The Contract constitutes the entire, final and concluded agreement between the Company and the Contractor relating to the execution of the Services. All previous communications, except to the extent expressly incorporated into and forming part of the Contract, shall have no effect. 1.4 In the event of any ambiguity, discrepancy or inconsistency between anything contained in the documents constituting the Contract, the following order of precedence shall apply; (a) (b) (c) hereto. 2.0 Performance and Payment The Contractor shall execute and complete the Services in accordance with the requirements of the Contract, in consideration of the due and proper performance of the Services, the Company shall pay the Contractor the Contract Sum. 3.0 Contractors Responsibility Notwithstanding: (a) any information provided to the Contractor by, or obtained by the Contractor from the Company or others; (b) any difficulties the Contractor might have in satisfying the requirements of the Contract, including without limitation satisfying the performance and other criteria for the Services; (c) any differences in the conditions encountered on, in, under, near, or in connection with the Site from those which the Contractor anticipated. (d) Any changes in the law; (e) Any increases in the cost of the Services; (f) Any other difficulties or problems the Contractor might have in carrying out the services in accordance with the Contract, these matters shall be regarded as within the Contractors liability and risk and the Contractor shall remain fully responsible for carrying out the Services in accordance with the requirements of the Contract at the Contractors own expense and the Contract Sum shall be regarded as containing adequate allowance therefor. 4.0 Liability to the Contractor The Contractor shall have no entitlement to payment or reimbursement of any cost, loss, expense or damage unless expressly so provided in the Contract. The Company and its directors, employees, consultants, contractors and agents shall not be liable to the Contractor: (a) under or in connection with the Contract; (b) in tort for negligence or otherwise; (c) otherwise at law (including by statue, to the extent that it is possible to so exclude liability) and in equity generally, including without limitation for restitution for unjust enrichment; for any cost, loss, expense or damage which is not expressly provided for the Contract. 5.0 Joint and Several Liability of the Contractor the Companys Service Order form; the Special Conditions of Contract; these Standard Conditions and any Appendices (a) (b) (c) (d) (e) (f) 7.0 6.0

Where the Contractor comprises two or more persons, each of them shall be jointly and severally liable for the Services. Confidentiality The Contractor shall not, and shall ensure that those for whom the Contractor is responsible shall not, disclose to any person any information obtained from the Company, nor publish any photographs, texts, documents, articles, advertisements or other information relating to the Services, without obtaining the Companys prior written approval. Assignment and Subcontracting The Contractor shall not, without the Companys prior written approval, assign, subcontract, mortgage, charge or encumber the Contract or any part thereof or any benefit, monies or interest under the Contract. 8.0 Site Information Any site information provided by, or obtained from, the Company may not be complete or accurate and may contain error and the Contractor should not rely upon it. 9.0 Services The Contractor shall be responsible for obtaining details of existing services at, or in the vicinity of the Site. The Contractor shall be responsible for the cost or expense of any adjustment or relocation of services, for the provision of any new services required and for the provision of all necessary connections to services. 10.0 Copyright, Patents and Other Intellectual Property Rights 10.1 The Contractor warrants that it owns copyright in all sketches, designs, reports, plans, drawings, specifications, other documents and models prepared by the Contractor, or by those for whom the Contractor is responsible, (herein called the design and documentation) for the Services. Copyright and ownership of the design and documentation shall hereby vest in, and remain the property of, the Company and such ownership shall survive: fundamental breach of the Contract; repudiation of the Contract; rescission of the Contract; take-over of part, or the whole, of the Services, or termination of the Services, on any basis; frustration of the Contract; any other discharge of the Contract;

10.2 The Contractor warrants that all design, documents, materials and methods of working prepared and used by the Contractor, or by those for whom the Contractor is responsible in carrying out the Services, or incorporated in the Services, shall not infringe any patent, registered design, trade make or name, copyright or other protected right. In the event of breach of this warranty, the contractor shall be liable to the Company for the Companys expenses, costs, disruption, modification to the Services or any impediments in, or the prevent of, operation of part or all of the Services. The Contract Sum shall be regarded as including provision for all royalties, fees and other amounts so payable, including without limitation for damages for breach or otherwise, in respect of all patents, registered designs, trademarks or names, copyright or other protected rights. If in the course of carrying out the Services the Contractor develops, discovers or first reduces to practice a concept, product or process which is capable of being patented, such concept, product or process shall be and remain the property of the Company. 10.3 The Contractor indemnifies and shall keep indemnified the Company and its directors, employees, agents and contractors against claims by any person in respect of any patent, registered design, trademark or name, copyright or other protected right. The Contractor indemnity shall include without limitation any costs, losses, expenses or damages incurred by the Company in defending or meeting such claims, or in varying the Services to overcome any breach of such intellectual property rights. 11.0 Statutory and other Requirements 11.1 The Contractor shall comply with the requirements of all Acts and Ordinances of the Commonwealth and of any State or Territory in which any Services are carried out (including any Ordinances, Regulations, by-laws, orders or proclamations made under those Acts and Ordinances) and all persons giving directions, pursuant to the exercise of statutory powers, which affect the Services. 11.2 The Contractor shall comply with the Companys directions on Site management, safety and industrial relations. 12.0 Indemnity by Contractor The Contractor shall be liable for, and shall indemnify and shall keep indemnified the Company and its directors, employees, agents and contractors against: (a) (b) loss or damage to property of the Company, including without limitation property in or upon which the Services is carried out; claims by any person against the Company or its directors, employees, agents or contractors in respect of loss of or damage to any property, personal injury, disease, illness or death;

(c)

any other liability, loss or damage and any claims, actions, suits, demands, expenses or proceedings of whatever nature in respect of breach of contract, breach of any warranties or representations, breach of a statutory duty, professional negligence or other error or omission, arising out of, or in connection with, the Contractor carrying out the Services and notwithstanding any negligence, breach of duty of statue by the Company or its directors, employees, agents or contractors. 17.3 The Contractor, at its own cost and risk, shall effect insurances against any risk or liability in connection with the Services, including without limitation, public liability insurance, workers compensation and employers liability insurance and comprehensive motor vehicle third party liability insurance.

(a) (b) (c)

the Contractor shall have no entitlement to an extension of time; the Contractor shall comply with the requirements to carry out the Services by the Date of Completion; and any principle of law or equity (including without limitation those which might otherwise entitle the Contractor to relief and the (prevention principle) which might otherwise render the Date of Completion unenforceable shall not apply.

13.0 Insurance to be provided by the Contractor In the event that an extension of time is granted for a delay pursuant to clause 17.1 provided that those costs are not also reimbursable pursuant to clause 16, the Company shall reimburse the Contractor for any costs incurred directly thereby and for on-Site overheads attributable to the delay, but without regard to off-Site overheads, or for any other cost, loss, expense or damage. Delay costs in connection with extension of time pursuant to clause 17.1 (b) shall be dealt with under clause 18. In all other circumstances, an extension of time, if any, shall be the limit of the Contractors entitlement for delays or disruption. 18.0 Variations The Contractor shall not vary the Services except as directed in writing by the Company. If the Company changes its requirements, it may direct the Contractor to: 15.1 Except to the extent that the Contract otherwise provides, the Contractor shall supply everything necessary for the execution and completion of the Contractors obligations under the Contract. 15.2 Subject to the succeeding provisions of the clause 15, the Contractor, shall, so far as reasonably and economically practicable, use services, materials, plant, machinery, equipment, products and processes available in the State of Western Australia. The Contractor shall ensure, and hereby warrants to the Company, that all materials, plant, machinery, equipment, products and processes and standards of workmanship incorporated into, or used in carrying out the services and whether: (a) (b) (c) (d) chosen by the Contractor; or 18.2 the subject of a particular requirement of the Contract; or which the Contract stipulates to be a preferred material, or material from a preferred supplier or State; shall be of good quality and suitable for their respective purposes, free from all defects or imperfections affecting performance, of current manufacture, the highest grade in all respects, of suitable capacity and in accordance with the Contract. The Contractor shall do everything necessary to comply with the obligation to so ensure before carrying out any Services affected by the obligations in this clause. Increase, decrease or omit any part of the Services; Change the character or quality of any material or services; Execute additional services. No variations shall invalidate the Contract; If so requested in writing by the Company, the Contractor shall immediately advise the company in writing of the effect which the Contractor anticipates that a proposed variation will have on the Date of completion and the Contractors estimate of the valuation of the variation. In the event that the Company and the Contractor are unable to agree upon the valuation of the variation, the Company shall determine the valuation of the variation to be paid or allowed by the Contractor to the Company, as the case may require, as follows: (a) if the Contract prescribes specific rates or values to be applied in determining the valuation, the rates or values shall be used; (b) if sub-clause (a) above does not apply, the Contract rates or values shall be applied to the extent that it is reasonable to apply them; (c) to the extent that neither sub-clause (a) nor sub-clause (b) above apply, the Company shall determine the rates or values to be applied; (d) in determining the deduction to be made for work which is taken out of the Contract, or for a variation which results in a saving to the contractor, the deduction shall include a reasonable amount for overheads and profit; (e) if the valuation relates to additional costs incurred to the Contractor for delay or disruption as a consequence of a variation, the valuation shall include a reasonable amount for on-Site overheads but shall not include off-Site overheads, profit or loss of profit, or any other cost, loss, expense or damage. If a variation results in a reduction of the time required for the execution of the Services, the Company may determine the extent of the reduction and revise the Date for Completion by written notice to the Contractor. 19.0 Payments At the end of each month, the Contractor shall deliver to the Companys accounts department at Perth claims for payment supported by evidence of the amount due to the Contractor and such information as the Company may require. Within 30 days after receipt of a claim for payment, the Company shall pay the amount due to the Contractor and, with the payment, shall provide written particulars of how the payment was calculated. Payment of moneys shall not be evidence of value of Services, or an admission of liability, or that the Services have been executed satisfactorily but shall be a payment on account only. Where any part of the Services is defective or omitted, the estimated cost of rectifying that defect or omission shall be taken into account. Without prejudice to any other rights, the Company may deduct from any monies which may be, or become, payable to the Contractor any money due from the Contractor to the Company. Nothing in this clause shall affect the right of the Company to recover from the Contractor the whole of the debt or any balance that remains owing after deduction. 20.0 Cleaning Up The Contractor shall keep the Site clean and tidy and regularly remove rubbish and surplus material. Upon completion of the Services, the Contractor shall leave the Site in the same condition as it was in on the date for commencement of the Services, fair wear and tear expected. 21.0 Default or Insolvency As soon as practicable, the Company shall notify the Contractor in writing of the number of days extension of time granted, and, if the claim, or part of the claim, is rejected, shall notify the Contractor in writing of the reasons therefor. The Company may at any time, and for any reason whatever, by notice in writing to the Contractor extend the time for completing the Services and the, to the extent of any such extension of time granted, clause 17.2 shall not apply. 17.2 In the event that the Contractor fails to comply with clause 17.1 then; 21.1 If the Contractor breaches or repudiates the Contract, nothing in this clause shall prejudice the companys right to recover damages or to exercise any other right. 21.2 Without prejudice to the Companys rights at common law, if the Contractor commits a substantial breach of the Contract and the Company considers that damages may not be adequate remedy, the Company may give the Contractor a written notice to show cause.

14.0 Commencement and Completion 14.1 14.2 14.3 The Contractor shall commence the Services by the date for commencement set out in the Companys Service Order form. The Company may extend the time for commencement. The Contractor shall proceed with the Services with due expedition and without delay. The Contractor shall complete the Services by the date of Completion. 18.1 15.0 Materials, Labour, Plant and Equipment

15.3

(e)

16.0 Suspension The Contractor shall not suspend the whole or any part of the Services without a written direction from the Company. If the Company considers that suspension of the whole or part of the Services is necessary for any reason, the Company shall direct the Contractor to suspend the progress of the whole or part of the Services for such time as the 18.3 Company decides. When the reason for the suspension no longer exists, the Company shall direct the Contractor to recommence the whole or relevant part of the Services. Suspension shall not affect the Date of Completion but the cause 19.1 of suspension may be a ground for extension of time under clause 17. In the event that the Company orders suspension as a consequence of its own breach of the Contract, the Company shall reimburse the Contractor for any cost incurred directly thereby and for on-Site overheads, but without regard to off-Site overheads attributable to the suspension, or for any other costs, loss, expense or damage in all other circumstances an extension of time, if any, shall be the limit of the Contractor entitlement for, or in connection with, suspension. 17.0 Extension of Time for Completion 17.1 If the Contractor is or will be delayed in completing the Services by a cause described in the next paragraph and within 14 days after the commencement of the delay the Contractor gives the Company a written claim for an extension of time for completing the Services, the Contractor shall be entitled to an extension of time for completing the Services. 19.2 The causes are: (a) (b) (c) (d) industrial disputes of general application which are not particular to the Contractor and which are not limited to the Site; a variation to the Services instructed by the Company; breach by the Company of a provision of the Contract; events beyond the Contractors control and which are not within the Contractors responsibility under the Contract, including without limitation war, revolution, embargo, riot or civil disturbance, cyclone, flood, fire or earthquake.

Substantial breaches shall include without limitation; (a) failing to proceed with due expedition and without delay; (b) failure to use the materials or standards of workmanship required by the Contract; (c) failure to comply with a director of the Company; (d) suspension of Services without a direction by the Company to suspend the Services. Upon giving notice under clause 21.2 the Company may suspend payment to the Contractor until the date upon which the Contractor shows reasonable cause. 21.3 If by the time specified in a notice under clause 21.2 the Contractor fails to show reasonable cause, the Company by notice in writing to the Contractor may: (a) take out of the hands of the Contractor the whole or any part of the Services remaining to be completed; or (b) terminate the Contract. If the Company exercises the right under sub-clause (a) above the Contractor shall not be entitled to any further payment in respect of the Services taken out of the hands of the Contractor unless the companys costs, losses, expenses and damages in completing the Services are less than the amount which would have been paid to the Contractor if the Services had been completed by the Contractor. 21.4 If the Contractor becomes insolvent within the meaning set out in clause 44.11 of Standards Australias General Conditions of Contract AS2124-1986, the Company may without giving a notice to show cause exercise a right under clause 21.3. The rights given by this clause 21.0 are in additional to any other rights and may be exercised notwithstanding that there has been no breach of the Contract. 22.0 Termination for Convenience 22.1 At any time for any reason the Company may terminate by written notice any part, or the whole, of the Services. Upon receipt of a notice of termination, the contractor shall immediately: (a) cease the part, or the whole, of the Services, as the case requires; comply with any directions by the Company including, without limitation and to the extent directed to: (1) protect property in the possession of the Contracxtor in which the Company has or may acquire an interest; (b) demobilize from the Site persons, plant, vehicles, equipment and other things; (c) Assign to the Company all the rights and benefits under contracts with third parties; (d) Provide the Company with possession of all plant and equipment, materials and other things on the Site or off-Site, which are required for the Services or for incorporation in the Services. 22.2 Subject to the Companys rights under or in conjunction with the Contract, including without limitation the rights to withhold or set-off payment and recovery of damages, the Company shall pay the Contractor: (a) for work executed prior to the date of termination, the amount which would have been payable if the whole of the Services, or part thereof, had not been terminated and the Contractor had made a monthly claim on the date of termination; (b) the cost of materials reasonably ordered by the contractor for the Services, which the Contractor is legally liable to accept, but only if the materials become the property of the Company upon payment; (c) costs reasonably incurred by the Contractor in the expectation of completing the whole of the Services and not included in any payment by the Company; (d) reasonable costs of demobilisation; (e) the reasonable costs of complying with any directions given by the Company upon, or subsequent to, termination, but without regard to overheads or profit; and the Company shall not otherwise be liable to the Contractor for any cost, loss, expense or damage incurred by the Contractor as a consequence of, or in connection, the Services, or the termination. 23.0 Waiver None of the terms and conditions of the Contract (including of this clause) shall be varied, waived, discharged or released either a law or in-equity except with the Companys prior written consent. 24.0 Settlement of Disputes 24.1 In the event of any dispute or difference arising between the Contractor and the Company as to the construction of the Contract or as to any matter or thing of whatsoever nature arising thereunder or in any connection then with, then either party shall give to the other notice in writing adequately identifying the matters the subject of that dispute or difference. 24.2 If, after 30 days from the date of receipt of the notice of dispute, the dispute has not been settled, either party may require by written notice to the other party that the matter be referred to arbitration in accordance with The Institute of Arbitrators, Australias Rules for the Conduct of Commercial Arbitration. Notwithstanding the existence of a dispute, the Contractor shall continue to perform its obligations under the Contract. 25.0 Goods and Services Tax

Notwithstanding any other provision of this agreement: The Contractor is entitled to pass on as part of the value of the Goods and Services Tax and recover from the Company the amount of any sales tax, use tax, consumption tax, goods and services tax, value-added tax or any similar tax, impost or duty levied upon or payable by the Contractor in respect of the Goods and Services supplied to the Company under this agreement whether that tax, impost or duty is levied under legislation of the Commonwealth of Australia or any State or Territory of Australia and whether it is currently in force or comes into force after the commencement of this agreement provided that the Contractor shall not be entitled to recover from the Company any amount of G.S.T. which the Contractor has paid or is liable to pay in relation to anything acquired by the Contractor from a third party to the extent that the Contractor has received, or is entitled to receive, any form of input tax credit or refund that amount of G.S.T; If the imposition of G.S.T. or any change in the GST law is accompanied by or undertaken in connection (whether or not simultaneously) with the abolition or reduction of any existing taxes or duties (Taxes), the GST exclusive consideration payable by the Company for any supply made under this Agreement will be reduced by the same amount as the actual total costs of the Contractor referable to the supply (including any Taxes but excluding any input G.S.T. paid or payable by the Contractor) are reduced directly or indirectly as a consequence of the abolition or reduction of Taxes. The Company shall be entitled at any time within 16 months of the imposition of G.S.T. to have an audit conducted in respect of the relevant costs incurred and the pricing methodology adopted by the Contractor to verify that the benefit of the abolition or reduction of the Taxes has been fully passed onto the Company in the form of lower values, such audit to be conducted by independent auditor agreed to by both parties or in the absence of agreement within 21 days of a written proposal by the Company by appointment by the President of the Institute of Chartered Accountants in Australia at the request of the Company. The Company shall not be entitled to receive or obtain confidential information belonging to the Contractor as a result of such an audit; and The Contractor shall provide an invoice which clearly and separately identifies exactly what the G.S.T. component is of the total invoiced amount in relation to the goods or services provided under the Contract. The Company shall be under no obligation to make payment to the Contractor for the G.S.T. if this obligation is not met.

The Services to be performed under this Service order are subject to these terms and conditions herein and any attached documents 9if any):

Signed by: For and on behalf of the Contractor who acknowledges and accepts the terms and conditions of this order. Position: Date:

Signed by: As an authorized representative of the Company. Print Name Position Date