is insolvent, has a receiver, manager, administrator, liquidator or controller appointed over it or its assets or makes composition with its creditors;

commits an act of bankruptcy or insolvency, liquidation, administration or appointment of any of the persons referred to in paragraph (a) above;

is the subject of an application for winding up, deregistration or administration;

calls a meeting of its creditors;

passes a resolution for its winding up, deregistration or administration;

has judgment entered against it in any cause in an amount in excess of $20,000; or

compromises with its creditors.

Reference in this Agreement to:

Where a party comprises two or more persons then, unless expressly stated otherwise:

These Terms set out the terms and conditions on which CNE AG supplies Goods to the Customer and are incorporated into each Order.

These Terms apply to each supply of Goods by CNE AG to the Customer.

The Customer agrees that these Terms;

By signing or submitting an Offer, the Customer acknowledges that it has been provided with, or given access to, these Terms before submitting the Offer, has had the opportunity to read them and obtain independent legal advice, and agrees to be bound by them.

Any special conditions or qualifications noted in the Order shall prevail to the extent of any inconsistency with any other clause of this Agreement (including these Terms).

By signing and/or submitting an Offer to CNE AG, the Customer makes an irrevocable offer to purchase the Goods from CNE AG on the terms of the Offer. No contract arises until CNE AG accepts the Offer in writing or otherwise clearly communicates acceptance to the Customer. CNE AG may accept or reject an Offer at its sole discretion.

All Offers remain subject to the availability until accepted by CNE AG. If CNE AG rejects an Offer or cannot supply the Goods after accepting an Offer due to circumstances beyond its control, CNE AG may terminate the affected Order by notice and will refund any Deposit paid for Goods not supplied, less any amount CNE AG is entitled to retain or recover under this Agreement.

CNE AG may advise the Customer of the estimated date that the Goods will be available for collection, or delivery, as applicable. The Customer acknowledges that this date is an estimate only and is not binding on CNE AG. CNE AG will use reasonable endeavours to meet an estimated date but does not guarantee it.

CNE AG may make, or pass on, minor changes to specifications, components software or configuration made by a manufacturer or supplier where the changes do not materially reduce the overall functionality of the Goods. CNE AG must notify the Customer of any material change of which it becomes aware before Delivery.

CNE AG is not liable for delayed caused by a manufacturer, supplier, carrier, port, industrial action, shortage, weather event, natural disaster, government action, import or customs delay, utility or telecommunications failure, or any other event beyond CNE AG’s reasonable control. CNE AG may extend the estimated delivery date for the period reasonably required by the delay,

If the Order requires the Customer to pay a Deposit, the Deposit must be paid by the due date indicated on the Order (Due Date).

If the Customer does not pay the Deposit by the Due Date, CNE AG may terminate this Agreement by notice in writing to the Customer. If CNE AG terminates this Agreement in accordance with this clause:

Unless expressly stated in the Order, the Purchase Price excludes any taxes, fees, levies, duties, charges, GST, customs duty, excise tax or stamp duty imposed or assessed by all government authorities, or any amounts incurred in supplying the Goods to the Customer including insurance, freight, loading, unloading and delivery, handling and other relevant charges and to the extent any of these apply to the Goods, the Customer must pay them.

CNE AG will issue an invoice following acceptance of the Order. Unless the Order states otherwise, the Deposit is payable when required by the Order and the balance of the Purchase Price is payable in cleared funds before Delivery. Any other invoice is payable within 14 days of its date. CNE AG is not required to release or deliver Goods while any amount owing is unpaid.

Payment must be made by cash, bank cheque, direct deposit or by any other method set out in the Order or Invoice or agreed between CNE AG and the Customer.

Invoices not paid in full and on time will attract interest at the Rate, calculated daily.

CNE AG reserves the right to charge the Customer, in addition to any other costs recoverable under this Agreement any costs and expenses (including any commission payable to any commercial or mercantile agents and all legal costs on a full indemnity basis) incurred by CNE AG in recovering any unpaid amounts under this Agreement.

If any payment is dishonoured the Customer is liable to CNE AG for any dishonour fees CNE AG incurs as a result.

If an Order is expressly stated to be conditional on finance approval, the Customer must use reasonable endeavours to obtain finance by the date stated in the Order and promptly provide evidence of approval or refusal if requested by CNE AG. If finance is not approved by that date, either party may terminate the Order unless otherwise agreed in writing. This clause does not apply unless the finance condition is expressly recorded in the Order.

If the Customer cancels an accepted Order with CNE AG’s consent, CNE AG may apply the Deposit against its loss, costs and expenses arising from the cancellation, including manufacturer or supplier cancelation charges, freight, storage, finance costs, currency losses and costs of special order items. CNE AG will refund any balance of the Deposit after those amounts are deducted.

CNE AG will notify the Customer when the Goods are available for collection or delivery.

The Customer must specify in the Order whether it:

CNE AG may, but is not obliged to, agree to deliver the Goods if requested by the Customer in the Order

If CNE AG agrees to deliver the Goods then Delivery is deemed to have occurred:

If CNE AG is to arrange delivery of the Goods to the Customer then:

The Customer must inspect the Goods as soon as reasonably practicable after Delivery and promptly notify CNE AG of any apparent shortage, transit damage or discrepancy.

Title to the Goods will remain with CNE AG until the Customer has paid all monies owing to CNE AG for the Goods. Risk in the Goods passes to the Customer on Delivery, except where clause 8 applies,

Where Delivery occurs before the Goods are fully paid for then:

If the Goods are available for Delivery and the Customer requests or causes Delivery to be deferred, CNE AG may, but is not obliged to, store the Goods for the Customer until such time as the Customer wishes to collect, or request Delivery of them., From the date CNE AG notifies the Customer that the Goods are available for Delivery the Customer acknowledges and agrees that:

Storage costs may be charged for any Goods which remain uncollected at CNE AG’ Perth, Northam or Esperance Premises for a period of more than seven (7) days after the agreed date for collection.

Subject to clause 10 and to the extent permitted by law:

Where a manufacturer’s warranty applies, CNE AG will provide or make available a copy of that warranty or information about how it may be assessed. The Customer is responsible for complying with reasonable warranty conditions, including servicing requirements.

By executing this Agreement or submitting an Order to CNE AG the Customer agrees and warrants that:

If CNE AG is the agent for a manufacturer in respect of carrying out repairs under that manufacturer’s warranty, the Customer may liaise directly with CNE AG in respect of any warranty claim under that manufacturer’s warranty.

Where CNE AG is requested to attend the Customer’s premises or any other location to inspect, diagnose, service or repair the Goods, including in connection with a claim under a manufacturer’s warranty, CNE AG may charge the Customer for all reasonable costs associated with that attendance to the extent those costs are not covered by the applicable manufacturer’s warranty. Such costs may include technician travel time (charged at CNE AG’s discretion), vehicle and transport expenses, accommodation, meals and other reasonable travel-related expenses. Where reasonably practicable, CNE AG will advise the Customer of the applicable charges or the basis on which they will be calculated before undertaking the attendance.

Where the Order requires servicing by an authorised dealer or the use of specified filters, lubricants, parts or procedures as a condition of a manufacturer’s warranty, the Customer must comply with those requirements to the extent they are lawful and appliable.

The Australian Consumer Law in Schedule 2 to the Competition and Consumer Act 2010 (Cth) provides rights and remedies that may not be excluded, restricted or modified. To the extent those rights apply to the Goods and cannot be excluded, they prevail over any inconsistent provisions in this Agreement but only to the extent of the inconsistency.

Where the Customer is entitled to a statutory right or term that CNE AG is not able to exclude but CNE AG is entitled to limit its remedy for a breach of that right or term, then CNE AG’s liability for breach of that right or term is limited to (at CNE AG’s election) the repair or replacement of the Goods or the supply of substitute goods (or the cost of doing so).

CNE AG’ Goods come with guarantees that cannot be excluded under the Australian Consumer Law. The Customer is entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. The Customer is also entitled to have the Goods repaired or replaced if the Goods fail to be of acceptable quality and the failure does not amount to a major failure.

Subject to clauses 12 and 13 each party is liable for and must indemnify the other from and against any liability and any Claim arising out of or in connection with:

The Customer indemnifies CNE AG against Claims brought or threatened by a third party to the extent arising from the Customer’s possession, operation, misuse, modification or on sale of the Goods, except to the extent the Claim was caused or contributed to by CNE AG’s breach of this Agreement, negligence, fraud or wilful misconduct.

To the maximum extent permitted by law CNE AG is not liable for any Claim arising from circumstances beyond CNE AG’s control or from the acts or omissions of the Customer or any third party, except to the extent caused or contributed to by CNE AG’s breach of this Agreement, negligence, fraud or wilful misconduct.

Each indemnity in this Agreement is a continuing obligation, separate and independent from the other obligations of the parties and survives termination, completion and expiration of this Agreement. It is not necessary for CNE AG to incur expense or make any payment before enforcing a right of indemnity in this Agreement.

The Customer hereby charges in CNE AG’s favour all of the Customer’s legal and equitable interest (present and future) of whatsoever nature in any and all present and after acquired personal property with payment of all monies owed by the Customer to CNE AG and with performance of all the Customer’s obligations set out in this Agreement.

The Customer agrees to execute any documents and do all things necessary as required by CNE AG to register the security granted in this clause and appoint each of CNE AG’s directors as the Customer’s attorney to execute and register such documents and instruments.

The Customer acknowledges and agrees:

For the purposes of s275(6) or any other provision of the PPSA the parties agree that no information may be disclosed in accordance with s275(1) of the PPSA.

Unless otherwise agreed in writing by the parties, the Customer:

The Customer agrees to do such things as CNE AG may require from time to time to protect CNE AG’ position as a secured party.

The Customer must promptly provide CNE AG with information reasonably required to register, maintain or enforce a security interest, and must not do anything that would materially prejudice CNE AG’s security interest in the Goods.

Words defined in the PPSA have the same meaning where used in this Agreement unless the context requires otherwise.

Event of Default means the Customer:

If the Customer commits an Event of Default, is subject to an Insolvency Event, then CNE AG may, without prejudice to any other remedy available to it;

The Customer may terminate this Agreement by notice in writing to CNE AG if CNE AG breaches this Agreement, and fails to remedy that breach within 15 days of notice by the Customer setting out that breach.

The Customer may not defer or cancel an Order once accepted by CNE AG without the consent of CNE AG.

If CNE AG consents to cancellation or deferral of an accepted Order, the Customer must reimburse CNE AG for its reasonable loss

To the extent permitted by law, CNE AG is not liable for loss arising from a cancellation, suspension or termination validly effected under this Agreement, except to the extent caused by CNE AG’s breach, negligence, fraud or wilful misconduct.

This clause applies if the Customer has agreed to trade in goods to CNE AG, as stated on the Order (Trade-In Goods).

By submitting or signing an Order, the Customer agrees to the trade in value for the Trade-In Goods as stated in the Order.

The Customer must provide all safety items and equipment relating to the Trade-In Goods including but not limited to, all manuals, guards and decals. If the Customer fails to provide all such safety items and equipment then the value otherwise attributed to the Trade-in Goods will be reduced by an amount equal to the cost incurred by CNE AG to acquire and install the omitted safety items and equipment.

CNE AG agrees to deduct from the Purchase Price an amount equal to the trade in value for the Trade-In Goods as stated in the Order.

The Customer warrants and represents to CNE AG that:

If at the time of delivery of the Trade-In Goods to CNE AG, the Trade-In Goods are not in substantially the same condition as at the date of this Agreement or as represented by the Customer or an agent, officer or employee of the Customer, at the date of this Agreement then either:

The Customer agrees that:

In relation to Used Goods, the Customer acknowledges that, unless expressly stated in the Order, recorded engine or operating hours are based on the meter or information available to CNE AG and are not independently verified; cosmetic wear, previous repairs and age-related deterioration may exist; and service or maintenance history may be incomplete.

Where Goods include or rely on software, displays, guidance systems, GPS/GNSS, satellite services, mobile connectivity, cloud services, subscriptions, licences or third party platforms, those components may be subject to separate manufacturer or third party terms, licence conditions, subscription fees and service availability.

Unless expressly included in the Order, the Customer is responsible for obtaining and maintaining any required screen, receiver, licence, subscription, SIM/data service, internet connection or third party account.

CNE AG does not warrant uninterrupted availability or accuracy or third party satellite, positioning, communications, software or cloud services and is not responsible for outages, corrections, updates or changes controlled by a third party.

The Customer is responsible for backing up operational and agronomic data before service, repair, software updates or transfer of equipment where reasonably practicable.

The Customer’s personal information may be used by CNE AG and may be disclosed to CNE AG’s representatives, agents, service providers, suppliers or other third parties for any purpose associated with the Order and this Agreement. Any use or disclosure of the Customer’s personal information by CNE AG will be in accordance with the Privacy Act 1988 (Cth).

The Customer acknowledges that photos or video of the Customer may be taken by CNE AG or its representatives. These images may be used in any promotional materials, website, all social media platforms (i.e. Instagram), etc., unless the Customer specifically requests in writing to CNE AG to not use the Customer’s image. Otherwise, CNE AG is granted a perpetual, royalty-free, worldwide, irrevocable licence by the Customer to use such images for publicity and promotional purposes.

If any Force Majeure Event results in CNE AG being prevented from, or delayed in, performing any of its obligations to the Customer:

No Right of Set Off; The Customer will not be entitled to set off against, or deduct from the Purchase Price, any sums owed or claimed to be owed to the Customer by CNE AG nor to withhold payment of any Invoice because part of that Invoice is in dispute

Notice; A notice under this Agreement must be in writing and may be delivered personally, by prepaid post or by email to the address or email address stated in the Order (for the Customer) or notified by CNE AG from time to time. A notice delivered personally is taken to be received at the time of personal delivery. An email notice is taken to be received one business day after being sent, unless the sender receives an automated notification that delivery has failed..

Entire Agreement; This Agreement constitutes the entire agreement between the parties in respect of the ordering, supply, delivery, and payment of the Goods, and any order received from the Customer will be deemed to incorporate the terms and conditions contained herein, notwithstanding any purported change to this Agreement specified by the Customer. This Agreement does not include any terms or conditions of the Customer including any printed on or attached to an Order unless agreed by CNE AG in writing.

Waiver; CNE AG will not be deemed to have waived any of its rights or remedies under this Agreement or at law by allowing any time or indulgence or by not exercising any right or remedy arising out of any default by the Customer.

Severance; If a provision of this Agreement is wholly or partly invalid, illegal, unenforceable, void or voidable, this Agreement must be construed as if that provision or part provision had been severed, and the parties remain bound by the provisions and part provisions remaining after severance.

Governing Law; This Agreement will be governed by and construed in accordance with the laws of Western Australia and the parties irrevocably submit to the jurisdiction of the courts of Western Australia with respect to any Claim relating in any way to this Agreement.

Counterparts and electronic execution; A party may sign electronically a soft copy of the Agreement through DocuSign or by signing the Agreement by some other electronic method (including by stylus or pasting of the signatory’s signature) and bind itself accordingly. This will satisfy any statutory or other requirements for the Agreement to be in writing and signed by that party. The parties intend that: