Avnet Pacific Pty Ltd t/a Avnet Partner Solutions
ABN 18 003 085 050) ("APS")

1. Structure
   1. These value-added reseller Terms set out terms and conditions that govern the relationship between APS and you as an APS reseller ("Partner") ("Partner Terms"). Some Products or programs may require additional and/or unique terms, which are set out in attachments, exhibits, statements of work, and other various documents (collectively "Other Documents").
   2. Third party terms and conditions, such as a Manufacturer Reseller Authorisation, if any, warranty or shrink wrapped software license, or any third parties who perform services ("Service Provider"), statements of work or terms and conditions, govern the relationship between the third party and Partner for product or service (collectively "Third Party Terms").
   3. The sale of products and services ("Products") by APS are subject to these Partner Terms regardless of other or additional terms or conditions that conflict or contradict these Partner Terms in any purchase order, document, or other communication ("Order"). Preprinted terms and conditions on any partner document (for example: purchase orders, confirmations and etc.) and/or APS's failure to object to conflicting or additional terms will not change or add to these Partner Terms.


2. Partner's Obligations Required by the Manufacturer
   1. If required by the Products manufacturer or the Services Provider, Partner certifies it has obtained and is in compliance with any terms and conditions required by the Products manufacturer or Service Provider in order to authorise Partner to purchase Products from APS for Partner's marketing, marketing support and internal use ("Manufacturer Reseller Authorisation.")
   2. Partner shall keep accurate records for five (5) years, or for a longer period if required per the applicable Manufacturer Reseller Authorisation.
   3. Partner shall permit audit of its records related to these Partner Terms and the underlying transactions. APS may periodically review compliance with these Partner Terms and, shall give Partner reasonable notice of a compliance review to occur during normal business hours.
   4. Unless otherwise required by the terms and conditions governing APS' relationship with the applicable manufacturer ("Manufacturer Distributor Authorisation") or Manufacturer Reseller Authorisation, all rights to any accrued promotional allowances, funds and promotional services will automatically lapse upon termination of these Partner Terms.
   5. Partner agrees to refund to APS the amount of all (1) discounts, fees, rebates, allowances, audit and other compliance verification procedure expenses, and (2) promotional and marketing funds provided Partner that APS reimburses the manufacturer pursuant to the Manufacturer Distributor Authorisation as a result of Partner's nonperformance of the Manufacturer Reseller Authorisation or those obligations APS may be required by the Manufacturer Distributor Authorisation to have the Reseller perform. APS may also recover such refund by offsetting any amounts due to Partner from APS.
   6. Partner has no authority and agrees not to assume or create any obligations on APS' behalf, including but not limited to commitments with respect to quantities, deliveries, modifications, performance capacity of the Products, interfacing, capability, suitability of software, or suitability in specific applications. Partner will indemnify APS from liability for any such obligations assumed or created by Partner.
   7. Partner shall not make or authorise disclosure of the terms, conditions and pricing of this Agreement and APS' business policies, programs and practices to third parties without the prior written consent of APS.
   8. Partner shall comply with manufacturer's value-added requirements and quoting guidelines for marketing and quoting of Products.


3. Security Interest
   Partner agrees that APS prior to accepting an order may require Partner to grant APS a security interest to secure payment for the order or other credit accommodation as a condition of accepting an Order.



4. Limitation of Liability
   1. Except for the remedies provided hereunder with respect to warranties provided by APS, Partner agrees that it will look solely to the manufacturers of the Products, or to the Service Provider, for relief in respect of any and all claims, actions, suits, proceedings, demands, liabilities, losses, damages and expenses (including attorneys' fees) resulting from any claim by Partner or any third party (including Partner's employees) arising out of or related in any way to the Products or the use or operation thereof, whether such claim is brought in contract, warranty, tort or otherwise (collectively "Liabilities"). Partner will defend, indemnify and hold APS harmless from and against all such Liabilities.
   2. Partner shall not in any event be entitled to, and APS shall not be liable for any business interruption costs, removal and/or reinstallation costs, reprocurement costs, loss of profit or revenue, loss of data, promotional or manufacturing expenses, overhead, injury to reputation or loss of customers or for any indirect, special, incidental or consequential damages or any punitive damages of any kind or nature, even if APS had been advised of the possibility of such damages. In no event shall Partner's recovery from APS for any claim exceed the charges for the services rendered, or the purchase price of any Products acquired, pursuant hereto, that are the subject of the claim whether such claim is brought in contract, warranty, tort or otherwise. Partner will indemnify, defend and hold APS harmless from any claims based on; (i) APS's compliance with Partner's designs, specifications, or instructions, (ii) modification of any Products by anyone other than APS, or (iii) use in combination with other Products.
   3. No action arising out these Partner Terms may be brought by either party more than two (2) years after such cause of action accrues, except that an action for nonpayment may be brought within two (2) years of the date of the last payment.


5. APS'S Limited Warranty.
   APS will transfer to Partner any Product warranties and indemnities authorised by the manufacturer, including any transferable warranties and indemnities for intellectual property infringement. APS warrants the Products will conform to the manufacturer's specifications. Value-added work performed by APS on Products will conform to Partner's specifications. APS makes no other warranty, express or implied. APS makes no warranty of merchantability, fitness for purpose or non-infringement. If Products do not meet manufacturer's specifications or if value-added work or services performed by APS do not meet Partner's specifications or if APS is otherwise in breach of any statutory or implied warranty or condition then, at APS's choice, the products will be (1) repaired, or (2) replaced at no cost to Partner; or (3) APS may refund Partner's purchase price or (4) APS will pay for the costs of having the products repaired or replaced or (5) the services will be supplied again or (6) APS will pay for the costs of having the services supplied again. Products must be returned to APS, along with acceptable proof of purchase, within 30 days from date of delivery, freight charges prepaid.



6. Intellectual Property
   If an Order includes software or other intellectual property, such software or other intellectual property is provided by APS to Partner subject to all legal restrictions, including any user license, the terms of which are set forth in the license agreement accompanying such software. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted in writing.
   Unless otherwise provided herein, APS is not the licensor and Partner acquires the license directly from the manufacturer or the manufacturer's authorised licensor. Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses.



7. Orders
   All Orders are subject to acceptance by APS. APS reserves the right to allocate the sale of Products among its partners. Orders for special, custom, value-added products and Products specifically identified by APS as non-standard are non-cancelable and non-returnable ("NCNR"). Orders for standard Products may not be cancelled or rescheduled without APS's consent, which shall not be unreasonably withheld. APS may terminate any Order for default for which Partner refuses or is unable to accept delivery, or fails to make payment when due and does not make such payment within ten (10) days after notice from APS that payment is past due. b. Either party may terminate any Order without notice if the other party is unable to pay its debts when due or becomes insolvent, files for bankruptcy or is the subject of involuntary bankruptcy, or has its assets assigned or a receiver appointed. C. APS may terminate any Order where Partner is in material breach of the Partner Terms.



8. Prices
   APS's quoted prices apply for 30 days or as otherwise stated in its quote. Prices may increase in the event of an increase in APS's costs or other circumstances beyond APS's reasonable control. Prices are for Products only and do not include taxes, impositions and any other charges, fees, shipping charges and duties imposed by any government authority. Any additional fees and taxes are the responsibility of Partner. If GST is payable on a Taxable Supply made under, by reference to or in connection with this Agreement, the party providing the Consideration for that Taxable Supply must also pay the GST Amount as additional Consideration. This clause does not apply to the extent that the Consideration for the Taxable Supply is expressly stated to be GST inclusive. Any reference in the calculation of Consideration or of any indemnity, reimbursement or similar amount to a cost, expense or other liability incurred by a party, must exclude the amount of any Input Tax Credit entitlement of that party in relation to the relevant cost, expense or other liability. The terms "GST", "Taxable Supply", "Consideration" and "Input Tax Credit" have the meaning given to each of the said terms in the "A New Tax system (Goods and Services Tax) Act 1999 (Cth).



9. Terms of Payment
   Payment of the total invoice amount, without offset or deduction, is due 30 days from the invoice date. On any past due invoice, APS may charge interest from the payment due date to the date of payment (at the annual percentage rate charged by APS's principal Australian bankers for overdraft facilities above $100,000 plus 2%), plus reasonable attorney fees and collection costs. APS may change the terms of Partner's credit at any time. Payments may be applied to any of Partner's accounts by APS in its discretion.



10. Delivery and Title
    1. All shipping costs are at Partner's expense.
    2. The risk of loss or damage to the Products will pass to the Partner on delivery to the carrier and Partner will insure the Product until sold by the Partner.
    3. Property in and ownership of the Product (excluding software) will not pass from APS to Partner until Partner has paid for the Product in full. Title to software is not transferred at any time.
    4. Until Property passes to the Partner:
       (1) The Partner will hold the Product as fiduciary and bailee for APS;
       (2) The Product must be stored separately and in a manner to enable it to be identified and cross referenced to a particular invoices;
       (3) APS, its employees or agents ,are entitled to enter the Partner's premises between 9:00am and 5:00pm on any business day to inspect the Product;
       (4) Unless otherwise notified in writing by APS and subject to clause g Partner is authorised to sell the Product in the ordinary course of Partner's business; and
       (5) The proceeds of Products sold by Partner are to be held in trust for APS;
    5. If payment is not made by the Partner to APS on the due date, the Partner must deliver the Product to Avnet on demand. If the Partner does not comply with such demand, Avnet, its employees or agents are entitled:
       (i) To enter the premises at any time to do all things necessary in order to take possession of the Product, and the Partner:
       A. must procure the consent of all persons having an interest in the premises where the Product is situated to entry into the premises by APS, its employees or agents; and
       B. indemnifies APS against any claim, loss, liability, cost and expense that may be incurred or sustained by APS, its employees or agents as a result of entry into those premises where the Products are situated; and
       (ii) With or without taking possession of the Product sell it as APS sees fit; and
       (iii) The Partner must pay to APS the costs and expenses incurred by APS of any legal advisers, mercantile agents and other agents acting on APS's behalf in respect of the enforcement of these terms and conditions, or recovery or attempted recovery of either the money owing by the Partner to APS or possession of the Product.
    6. Until property passes to the Partner, the Product is not to be affixed to any of its premises and the Partner must ensure that the Product may be removed from those premises without causing damage of any kind to the premises.
    7. The Partner's right to hold and sell the Product will immediately cease if an administrator or a controller within the meaning of section 9 of the Corporations Act or similar officer is appointed to all or any assets or undertaking of the Partner or an order is made or resolution passed for the winding up of the Partner or the Partner is deregistered. In any such case, and without the need for notice or demand by APS, the Partner acknowledges any subsequent sale or purported sale of the Product will not be in the ordinary course of the Partner's business and the proceeds of any Product sold in such circumstances will be held on trust for APS by the administrator, controller, liquidator or similar officer as the case may be, or if there is no such officer by Partner.
    8. Product invoiced to the Partner and held by APS for any reason shall be held at the Partner's risk and expense.
    9. This section 6 is not intended to create a charge and shall be read down to the extent necessary to avoid creating a charge. J. APS's delivery dates are estimates only and APS is not liable for delays in delivery. APS reserves the right to make partial shipments and Partner agrees to accept delivery and pay for the Products delivered. A delayed delivery of any part of an Order does not entitle Partner to cancel other installments.


11. Acceptance of Products and Product Returns.
    Partner must notify APS in writing of any damage, shortage, or other discrepancy to Products within 3 days after delivery. After the 3rd day Partner is deemed to have accepted the Products and may not revoke acceptance. Products cannot be returned without a return material authorisation ("RMA") number. Returned Products must be in original manufacturer's shipping cartons or equivalent. All Products must be returned, freight prepaid, as specified in the RMA. Products not eligible for return will be returned to Partner freight collect, or at APS's option, held for Partner's account at Partner's expense.



12. Forces beyond APS'S Control.
    APS is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond its reasonable control, (for example: acts of God, acts or omissions of the Partner, man-made or natural disasters, materials shortages, strikes, delays in transportation, or inability to obtain labor or materials through its regular sources).



13. Use of Products.
    Products are not authorised for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or catastrophic property damage. If Partner uses or sells the Products for use in any such applications, Partner acknowledges that such use or sale is at Partner's sole risk. Partner agrees to indemnify, defend and hold APS and the Product manufacturer harmless from and against any and all liabilities and costs arising out of or in connection with such use or sale



14. Export/Import.
    Certain Products sold by APS and other related technology and documentation are subject to export control laws, regulations and orders of the United States and the export and/or import control laws and regulations of other countries including Australia..
    
    Partner will not directly or indirectly export any Products and other related technology and documentation to any third party or country where such export or transmission is restricted or prohibited. Partner agrees it is responsible to obtain any license to export, re-export, or import as may be required



15. Privacy
    Partner must:
    1. comply with
       1. the Privacy Act 1988 (Cth)("Privacy Act") and any guidelines issued by the Commissioner;
       2. any privacy policy or approved privacy code which has been adopted by APS; and
       3. any direction of APS regarding how to comply with any such legislation, privacy policy or code;
       in respect of any Personal Information which Partner receives or has access to under these Partner Terms;
    2. cooperate with APS in the resolution of any complaint alleging a breach of the Privacy Act, a privacy policy or an approved privacy code;
    3. obtain Consent from Partner's end user customer (and any other permitted user) to allow APS to collect, disclose and store any Personal Information (including credit related information received from Partner) for the performance of this Agreement and otherwise satisfy APS's obligations under the Privacy Act; and
    4. notify APS promptly if (i)Consent is not obtained; and (ii) there are any changes to Partner's information collection, handling or consent proceedings.
       The terms: "Personal Information, has the meaning given to it in the Privacy Act.; "Consent" means a user's consent to Partner: (a)collecting, using or disclosing Personal Information about them;(b)providing their Personal Information to third parties including APS; and(c)transferring their Personal Information outside Australia for the purposes of processing it.


16. Advertising
    Neither party shall use the name, trademarks, trade names or logos of the other without the other's prior written consent.



17. Independent Contractors
    Avnet, each of the Service Providers, and Partner, shall act as independent contractors. Neither party hereto, nor the Service Providers providing Services pursuant to this Agreement, shall represent that it has the authority, express or implied, to assume or create any obligation on behalf of the other party as agent or employee in any capacity. The parties agree that this Agreement does not establish a joint venture or partnership.



18. Notices
    Any notice required or permitted to be sent to either party or any agreement entered into pursuant hereto shall be deemed to have been given when in writing and delivered personally, faxed with a conformation document, delivered by overnight courier or mailed postage prepaid by registered or certified mail, return receipt requested, to the registered corporate address of such party or such other address which the parties may designate in writing.
    
    Notices to APS must be sent to Unit A Enterprise Park 22-24 College Street Gladesville with a copy to Avnet Inc Legal Department.2211 South 47th Street Phoenix Arizona 85034.



19. General.
    1. These Partner Terms will be interpreted in accordance with the laws of New South Wales, Australia. The United Nations Convention on contracts for the International Sale of Goods shall not apply. All the rights and obligations of both parties are valid only in Australia.
    2. Partner may not assign any of its rights and obligations under the Partner Terms without the prior written consent of APS. The Partner Terms are binding on successors and assigns.
    3. These Partner Terms can only be modified in writing signed by authorised representatives of both APS and Partner.
    4. APS and Partner are independent contractors and agree that the Partner Terms do not establish a joint venture or partnership.
    5. Statements or advice (technical or otherwise) if given without charge, are an accommodation to Partner and APS has no responsibility or liability for the content or use of such statements or advice.
    6. APS's failure to object to any document, communication, or act of Partner will not be deemed a waiver of any of these terms and conditions.
    7. The unenforceability of any of these terms or conditions will not affect the remainder of the terms or conditions.
    8. Partner and APS agree to comply with applicable laws and regulations.
    9. Any other changes to these Partner Terms other than those required by the manufacturer to be valid must be agreed by APS and Partner in writing and signed by duly authorised representatives of both parties.
    10. The Partner Terms contain the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, proposals and communications between the parties, written or oral, relating to the subject matter of these Partner Terms.
    11. APS' obligations under this Agreement may be performed by its affiliates or any affiliates, divisions, or subsidiaries of Avnet, Inc.