Terms and Conditions of Supply
1. GENERAL
a) – ALAM & KALAM PTY LTD /AL NDT & Inspection will provide the Services described in the accompanying tender, quotation, or email to the Client, which together with these terms and conditions will hereafter be called the ‘Agreement’.
b) – This Agreement will be binding on the Client from the date the Agreement is accepted by the Client in writing, through the placement
of an order for, or receipt of samples for analysis based upon this Agreement.

2. PROVISION OF SERVICES
a) – ALAM & KALAM PTY LTD /AL NDT & Inspection will provide the Services by exercising the same degree of skill, care and diligence that would be exercised by professional service providers in similar circumstances.
b) – If the Client requires the Services to be performed to a specific standard or criteria, or requires detection limits and/or confidence
intervals different to those inherent in ALAM & KALAM PTY LTD/AL NDT & Inspection’s standard testing methodology, then the Client
must advise ALAM & KALAM PTY LTD/AL NDT & Inspection of such needs prior to submission of samples.
c) – The Client acknowledges that it is the Client’s sole responsibility to make its own assessment of the suitability for any purpose of the
Services, detection limits and confidence intervals inherent in ALAM & KALAM PTY LTD/AL NDT & Inspection’s standard testing
methodology, the ALAM & KALAM PTY LTD/AL NDT & Inspection Report and its contents. All data and ALAM & KALAM PTY LTD/AL NDT & Inspection Reports relate to the sample tested only.
d) – ALAM & KALAM PTY LTD/AL NDT & Inspection may subcontract all or part of the Services to a subcontractor and the Client consents to ALAM & KALAM PTY LTD /AL NDT & Inspection disclosing all information (including Confidential Information) of the Client to that subcontractor necessary for the performance of the Service.

3. FEES AND PAYMENT
a) – Payment terms are 30 days from the date of invoice (Due Date), unless negotiated otherwise prior to the placement of an order or
submission of samples. Any such variance from the standard payment terms must be stipulated separately in writing in the Agreement.
b) – All prices quoted by ALAM & KALAM PTY LTD/AL NDT & Inspection are exclusive of GST (or other value added tax if relevant) unless stated otherwise. The Client must pay the amount of GST specified in an invoice issued by ALAM & KALAM PTY LTD /AL NDT & Inspection pursuant to A New Tax System (Goods and Services Tax) Act 1999.
c) – ALAM & KALAM PTY LTD /AL NDT & Inspection reserves the right to review prices at any time if significant changes to ALAM & KALAM PTY LTD/AL NDT & Inspection’s costs are incurred that are beyond ALAM & KALAM PTY LTD/AL NDT & Inspection’s control, such changes may include, but are not limited to, changes in legislative requirements, Client variations to sample numbers, analyses requested, turnaround required, or reporting requirements.
d) – All fees due and payable after the Due Date (Outstanding Amount) will be subject to the payment of interest at a rate of 1.5% per month of the Outstanding Amount from the Due Date up to and including the date of payment, unless ALAM & KALAM PTY LTD /AL NDT & Inspection and the Client otherwise agree in writing.
e) – The Client will indemnify ALAM & KALAM PTY LTD/AL NDT & Inspection for any fees incurred by ALAM & KALAM PTY LTD/AL NDT & Inspection to recover the outstanding Amount, including any solicitor fees, or collection agency fees.

6. INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION
a) – All ALAM & KALAM PTY LTD IP will remain the property of ALAM & KALAM PTY LTD/AL NDT & Inspection.ALAM & KALAM PTY LTD /AL NDT & Inspection grants to the Client a world-wide, non-exclusive, royalty free licence to use ALAM & KALAM PTY LTD IP for the purpose agreed to between the Client and ALAM & KALAM PTY LTD/AL NDT & Inspection to the extent that it is needed for the enjoyment and benefit of the Services.
b) – Neither ALAM & KALAM PTY LTD/AL NDT & Inspection nor the Client will disclose Confidential Information of the other party to any
third party without the prior written consent of the other party, unless required by law or the rules of a relevant stock exchange. ALAM &
KALAM PTY LTD/AL NDT & Inspection and the Client will only use Confidential Information of the other party for the purpose of the supply of the Services.
c) – Any report, findings, results, statement, certification issued by ALAM & KALAM PTY LTD/AL NDT & Inspection (A & K Report) is issued on the basis of testing of samples or materials, information, or documents provided by, or on behalf of, the Client. The Client will
indemnify and hold harmless ALAM & KALAM PTY LTD/AL NDT & Inspection, its officers, employees, agents and subcontractors for any
claim whatsoever in relation to any ALAM & KALAM PTY LTD/AL NDT & Inspection Report arising from unclear, erroneous, incomplete,
misleading or false information provided to ALAM & KALAM PTY LTD/AL NDT & Inspection; or arising from any incorrect or defective
materials or samples provided to ALAM & KALAM PTY LTD/AL NDT & Inspection.
d) – Each ALAM & KALAM PTY LTD/AL NDT & Inspection Report is:
i) issued using detection limits and confidence intervals inherent in ALAM & KALAM PTY LTD/AL NDT & Inspection’s testing methodology;
ii) Contains ALAM & KALAM PTY LTD/AL NDT & Inspection’s results and opinions (if provided) on those samples or specific materials only;
iii) Solely for the benefit of the Client, its officers and employees; and
iv) prepared at the request of the Client for the purpose agreed between the Client and ALAM & KALAM PTY LTD/AL NDT & Inspection, and the Client may disclose the report to a third party for that purpose only, but ALAM & KALAM PTY LTD /AL NDT & Inspection does not
accept any responsibility or liability (including, without limitation, liability for negligence) to that third party.
e) – The Client indemnifies ALAM & KALAM PTY LTD/AL NDT & Inspection, its directors, employees, agents, consultants, contractors,
successors in title and assigns against any claim made against any or all of them by third parties arising out of either the disclosure of any ALAM & KALAM PTY LTD /AL NDT & Inspection Report, whether directly or indirectly by the Client, to a third party; or any reproduction or publication of an extract of any ALAM & KALAM PTY LTD/AL NDT & Inspection Report.
f) – The Client acknowledges and agrees that any action, inaction, or decision of the Client in response to the ALAM & KALAM PTY LTD /AL NDT & Inspection Report will be determined by the Client. Neither ALAM & KALAM PTY LTD/AL NDT & Inspection nor any of its officers, employees, agents, or subcontractors will be liable to the Client or any third party for any action or inaction of the Client in response to any ALAM & KALAM PTY LTD/AL NDT & Inspection Report.
4. LIMITATION OF LIABILITY
a) – To the full extent permitted by law, ALAM & KALAM PTY LTD/AL NDT & Inspection excludes all warranties, terms, conditions or
undertakings (Terms), whether expressed or implied, in relation to the Services, the ALAM & KALAM PTY LTD/AL NDT & Inspection Report, or its contents. Where any legislation implies any Terms in this Agreement that cannot be modified or excluded then, such Terms shall deem to be included. However, to the full extent permitted by law, ALAM & KALAM PTY LTD’s liability to the Client for any breach of any Terms that cannot be excluded by law is limited at ALAM & KALAM PTY LTD/AL NDT & Inspection’s option to the re-performance of the Services or the refund of the fee for the Services.
b) – The Client hereby releases and indemnifies and shall continue to release and indemnify ALAM & KALAM PTY LTD/AL NDT & Inspection, its officers, employees and agents from and against all actions, claims (actual or threatened), proceedings (including proceedings where ALAM & KALAM PTY LTD/AL NDT & Inspection is joined pursuant to any proportionate liability regime, whether under common law or any federal, state, or territory legislation) or demands (including any costs and expenses in defending or servicing same) which may be brought against it or them, in respect of any loss (including Consequential Loss), death, injury, illness or damage to persons or property, and whether direct or indirect and in respect of any breach of any industrial or intellectual property rights, howsoever arising out of the use of, reliance on, or benefit of, the Services or any ALAM & KALAM PTY LTD/AL NDT & Inspection Report, except to the extent that the loss, death, injury, illness or damage to persons or property was directly caused by the negligence, wilful acts or omissions of ALAM & KALAM PTY LTD/AL NDT & Inspection or its employees.
c) – Notwithstanding any other provision of the Agreement, and except to the extent that liability cannot be limited or excluded by law:
i) ALAM & KALAM PTY LTD /AL NDT & Inspection will not be liable to the Client or any other person for any special, indirect or
consequential loss, loss of profits, or economic loss, arising from the Client’s use of, reliance on, or benefit of, the Services or any ALAM & KALAM PTY LTD Report;
ii) ALAM & KALAM PTY LTD/AL NDT & Inspection’s cumulative liability to the Client for any loss or damage whatsoever which arises under or in connection with this Agreement or the provision of Services (excluding loss or damage to real or personal property, or personal injury to persons), and whether by way of an indemnity or statute, in tort (for negligence or otherwise), or on any other basis in law or equity, is limited to the value of the Services provided; and
iii) ALAM & KALAM PTY LTD/AL NDT & Inspection’s cumulative liability to the Client for any loss or damage to real or personal property
whatsoever which arises under or in connection with this Agreement or the provision of Services, and whether by way of an indemnity or
statute, in tort (for negligence or otherwise), or on any other basis in law or equity, is limited to $2.5 K in aggregate.

5. CLIENTS OBLIGATIONS
a) – The Client will ensure that all personnel, information, samples, test materials, access to facilities and infrastructure, assistance, records, documentation and facilities needed by ALAM & KALAM PTY LTD/AL NDT & Inspection to perform the Services, are available when reasonably required by ALAM & KALAM PTY LTD/AL NDT & Inspection.
b) – The Client will give written notice to ALAM & KALAM PTY LTD /AL NDT & Inspection of all known safety or health hazards and special procedures applicable to the performance of the Services, and the safe handling, testing, storage, transport and disposal of samples submitted to ALAM & KALAM PTY LTD/AL NDT & Inspection (including whether or not the disposal of samples may cause contamination) or the Client’s facilities or infrastructure in which ALAM & KALAM PTY LTD/AL NDT & Inspection is partly or wholly performing the Services. ALAM & KALAM PTY LTD /AL NDT & Inspection may in its absolute discretion, refuse to provide part or all of the Services where it determines that the provision of part or all of the Services may pose a health or safety hazard. The Client must take all necessary steps to remove or remedy any known safety or health hazards, or any obstacles to or anything that is likely to interrupt the performance of the Services by ALAM & KALAM PTY LTD/AL NDT & Inspection.
c) – The Client must take all necessary steps to remove or remedy any known safety or health hazards, or any obstacles to or anything that is likely to interrupt the performance of the Services by ALAM & KALAM PTY LTD/AL NDT & Inspection.
d) – The Client and ALAM & KALAM PTY LTD agree that during the period ALAM & KALAM PTY LTD/AL NDT & Inspection is providing
Services to the Client, and for a period of six months thereafter, the Client and any entity related to the Client, must not make any offer of
employment to any current employee of ALAM & KALAM PTY LTD without ALAM & KALAM PTY LTD/AL NDT & Inspection’s prior consent.

7. TERMINATION
a) – ALAM & KALAM PTY LTD /AL NDT & Inspection may suspend or terminate its obligations under this Agreement if (a) monies payable to ALAM & KALAM PTY LTD /AL NDT & Inspection by the client are outstanding 60 days or more (unless otherwise agreed) after the date of invoice, (b) other substantial breach by the Client of their obligations under the Agreement, which breach is not remedied within 30 days of written notice the breach to be remedied, or (c) by giving the Client 60 days written notice of ALAM & KALAM PTY LTD/AL NDT & Inspection’s intention to terminate.
b) – The Client may terminate its obligations under this Agreement in the event of a substantial breach by ALAM & KALAM PTY LTD/AL NDT & Inspection of its obligations under the Agreement, which breach has not been remedied within 30 days of written notice to ALAM & KALAM PTY LTD requiring the breach to be remedied.
c) – If ALAM & KALAM PTY LTD/AL NDT & Inspection, acting reasonably, suspects that the Client is insolvent or is having difficulties paying its debts as and when they become due, or the Client is insolvent, ALAM & KALAM PTY LTD/AL NDT & Inspection may give written notice to the Client of ALAM & KALAM PTY LTD/AL NDT & Inspection’s intention to immediately suspend or terminate is obligations under this Agreement.
d) – In the event of termination, ALAM & KALAM PTY LTD/AL NDT & Inspection is entitled to be paid for all work performed up to the date of termination and for any unavoidable commitments entered into by ALAM & KALAM PTY LTD/AL NDT & Inspection before the date of
termination.

8. MISCELLANEOUS
a) – Any provision of this Agreement that is illegal, invalid or unenforceable will be severed to the extent that it is illegal, invalid or
unenforceable, with the remainder of the Agreement continuing in full force.
b) – This Agreement is governed by the law of the state or territory in which the Services are provided, and each party irrevocably and
unconditionally submits to the non-exclusive jurisdiction of the courts of that place.
c) – ALAM & KALAM PTY LTD/AL NDT & Inspection will retain Client data for three (3) years only from the date of the final ALAM & KALAM PTY LTD /AL NDT & Inspection Report.
d) – Samples may be collected after receiving the ALAM & KALAM PTY LTD/AL NDT & Inspection Report. Storage fees will apply to samples that are not collected within 30 days from the date of issue of the ALAM & KALAM PTY LTD/AL NDT & Inspection Report, and ALAM & KALAM PTY LTD/AL NDT & Inspection may dispose of those samples at the Client’s cost unless otherwise agreed in writing with ALAM & KALAM PTY LTD/AL NDT & Inspection.
e) – Samples are stored at the Client’s exclusive risk of loss, damage or delay in delivery whatsoever, including, without limitation, loss,
damage or delay caused through (a) any action or failure to act beyond the reasonable control of ALAM & KALAM PTY LTD/AL NDT &
Inspection, (b) ordinary wear and tear in handling, (c) natural deterioration of packing material over time, (d) theft, (e) sprinkler or other
water damage, (f) fire.

9. DEFINITIONS
a) – ALAM & KALAM PTY LTD/AL NDT & Inspection ABN 33 616 893 586, and each of its related bodies corporate (as defined in the
Corporations Act 2001 (Cth)).
b) – ALAM & KALAM PTY LTD/AL NDT & Inspection IP means all intellectual property and proprietary rights (whether registered or
unregistered) owned by ALAM & KALAM PTY LTD /AL NDT & Inspection prior to performance of the Services, developed by ALAM & KALAM PTY LTD/AL NDT & Inspection in performance of the Services, or developed by ALAM & KALAM PTY LTD/AL NDT & Inspection outside of, or after, performance of the Services, and without limitation includes business names, trade or service marks, any right to have information (including confidential information) kept confidential, patents, patent applications, drawings, discoveries, inventions,
improvements, trade secrets, technical data, formulae, databases, know-how, logos, designs, design rights, copyright and similar
industrial or intellectual property rights.
a) – Client means the entity to which the accompanying tender, quotation, letter, fax or email is addressed.
b) – Confidential Information means all information in relation to a disclosing party, its business, operations, products, processes,
customers, suppliers or contractors which is or might reasonably be considered by the disclosing party to be confidential, including all
technical data, formulae, specifications, diagrams, plans, drawings, sketches, designs, business plans and reports, business methods and systems, business records, production information, unpublished financial accounts and reports, discount and supply agreements,
subcontractor lists, customer lists, except to the extent that such information is lawfully in the public domain.
c) – Services mean the services described in the accompanying tender, quotation, letter, fax or email.