EQUIPMENT LEASE & SUPPLY OF CONSUMABLES AGREEMENT

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Each of the terms and descriptions in the above Schedule have the same meaning throughout this Agreement.

BACKGROUND

1.       The Supplier carries on the business of leasing the Equipment and supplying the Consumables.
2.        The Customer wishes to lease the Equipment and purchase a minimum supply of the Consumables for the Term, and the 
          Supplier wishes to lease the Equipment and supply the Consumables on the terms and conditions set out in this Agreement.

AGREEMENT
The Parties agree:                               

 1.       Term

1.1.      This Agreement starts on the Commencement Date and ends at the expiration of the Term, subject to clause 1.3. or
            unless terminated in accordance with clause 12.
1.2.      During the Term, the Supplier agrees to supply and the Customer agrees to lease the Equipment for the Equipment Price 
            and purchase the supply of the Consumables for the Contract Price, in accordance with the terms and conditions of this
            Agreement.
1.3.      If the Customer remains in possession of the Equipment for a period of seven (7) days following expiration of the Term,
            without objection by the Supplier after the end of the Term, this Agreement is automatically extended for a further term
           for a term equivalent to the Term, without any need for the Customer to give written notice of any kind.

2.         Obligations of Customer
2.1.       The Customer must not alter or interfere in any way with the Equipment, including removing any labelling or instructions 
            provided with the Equipment. 
2.2.      The Customer must not make any representation or give any warranty in relation to the Equipment and/or Consumables
            not expressly authorised by the  Supplier in writing. 
2.3.      The Customer must not do anything which might affect the reputation of any of the Equipment, the Consumables, the
            Supplier or related bodies corporate of the Supplier.
2.4.      The Customer must:
            2.4.1.     Promptly inform the Supplier of all material complaints or claims in relation to the Equipment and/or
                          Consumables;
            2.4.2.     Not admit liability on behalf of the Supplier in respect of any complaint or claim in relation to the Equipment
                         and/or Consumables;
            2.4.3.     Not resolve or settle any complaint or claim in relation to the Equipment and/or Consumables which may result                    
                          in the Supplier or any related bodies corporate of the Supplier incurring any liability to any party; and
            2.4.4.     Deal promptly with all complaints or claims in relation to the Equipment and/or Consumables which will not
                         result in the Supplier or any related bodies corporate of the Supplier incurring any liability.
2.5.      In performing its obligations under this Agreement, the Customer must comply and must ensure that each
            representative, employee or agent of the Customer complies, with all applicable laws, statutes, regulations and any
            policies or guidelines of the Supplier as in force from time to time.

3.          Exclusivity
3.1.        The Supplier is the exclusive Supplier to the Customer of the Consumables listed on Page 1 of this agreement.

4.          Equipment  Price
4.1.        The price for the lease of the Equipment is the Equipment Price as specified in the Schedule to this Agreement, as 
             amended from time to time in accordance with the terms of this Agreement.
4.2.       The Equipment Price is exclusive of the cost of Consumables.
4.3.       The Equipment Price set out in the Schedule to this Agreement is based on the Equipment set out in the Schedule to this
             Agreement. The Supplier may increase the Equipment Price based on the order placed by the Customer for Equipment
            (whether additional equipment or a different quantity of the Equipment) that is not included in the Schedule to this
            Agreement. Where an order is placed for Equipment not included in the Schedule to this Agreement, the parties agree 
            that the terms of this Agreement shall apply to all Equipment included in the order and this Agreement.
4.4.       Prices for quantities of equipment other than those listed in the Schedule to this Agreement shall be determined in
             accordance with the Supplier’s established prices for such other quantities, in effect from time to time.
4.5.       All prices are exclusive of applicable federal, state/provincial or local sales or other taxes.
4.6.       The Supplier will hire to the Customer in line with the terms and conditions of this Agreement.  Equipment listed within
             this Agreement and other equipment as the parties determine in writing from time to time, including all replacements or
              additions, records, logbooks, manuals (“the equipment”). 
             The Equipment shall be used solely with film or other material, as applicable as set out on the front of this Agreement
             (“Consumables ”), supplied by Omni Group Pty Ltd. 

5.           GST
5.1.       For the purpose of this clause, ‘GST Law’ means the meaning given to that term in the A New Tax System (Goods and
             Services) Tax Act 1999 (Cth);
5.2.       Unless expressly stated otherwise, the consideration for any supply under or in connection with this agreement is
             exclusive of GST.
5.3.       To the extent that any supply made under or in connection with this agreement is a taxable supply (other than any
             supply made under another agreement that contains a specific provision dealing with GST), the amount payable by the
              recipient is the consideration provided under this agreement for that supply (unless it expressly includes GST) plus an
              amount (Additional Amount) equal to the amount of that consideration (or its GST-exclusive market value) multiplied by
              the rate at which GST is imposed in respect of the supply.
5.4.       The recipient must pay the Additional Amount at the same time as the consideration to which it is referable, and on the
              issue of an invoice relating to the supply.
5.5.        Whenever an adjustment event occurs in relation to any taxable supply to which clause 6.3 applies:
              5.5.1.     the Supplier must determine the amount of the GST component of the consideration payable; and
              5.5.2.     if the GST component of that consideration differs from the amount previously paid, the amount of the
                           difference must be paid by, refunded to or credited to the recipient, as applicable.
5.6.        If either party is entitled under this agreement to be reimbursed or indemnified by the other party for a cost or expense
              incurred in connection with this  agreement, the reimbursement or indemnity payment must not include any GST
              component of the cost or expense to the extent that the cost or
              expense is the consideration for a creditable acquisition made by the party being reimbursed or indemnified, or by its
              representative member.

6.          Price Changes 
6.1.       The Supplier may adjust the Contract Price (Price Adjustment), subject to the following provisions.
6.2.      Any Price Adjustment may only be made if there is an increase or decrease of the price of Consumables from the
            Commencement Date due to:
            6.2.1.     Currency fluctuation; or
            6.2.2.     Substantial increase or decrease in global resin prices; or
            6.2.3.     Substantial increase or decrease in global freight costs; and
                         the Supplier provides at least 14 days’ prior written notice to the Customer advising of the increase or decrease
                          of any of the Consumables and the Contract Price as varied pursuant to this clause.
6.3.       The Customer may object by notice in writing to the Supplier to any Price Adjustment within fourteen (14) days of receipt 
            of the notice from the Supplier in accordance with clause 6.2. Where the Customer objects to the Price Adjustment and 
             the parties cannot reach agreement in relation to the Price Adjustment, either party may invoke the Dispute Resolution 
            clause of this agreement.

 7.        Terms of Payment
7.1.       The Supplier may at it’s absolute discretion authorise a credit limit for the Customer in writing and may change or
             withdraw any credit facilities extended to the Customer at any time, upon 30 days’ notice in writing to the Customer.
7.2.       The Supplier may invoice the Customer and all amounts are payable by the Customer to the Supplier in accordance with
             the terms of this Agreement or any varied terms set out in the tax invoice as the case may be.
7.3.       The first tax invoice payment is due within 30 days of end of month.
7.4.       Any variation to the Equipment Price and/or Contract Price will be due and payable by the Customer to the Supplier in
             accordance with the terms of this Agreement or any varied terms set out in the tax invoice, inclusive of any late payment
             interest charges, parts and service labour.
7.5.      All amounts owed to the Supplier by the Customer under this Agreement become immediately due and payable:
            7.5.1.     On termination of this Agreement for any reason; or
            7.5.2.     If the Customer becomes subject to an Insolvency Event.
7.6.       For the purpose of clause 8.5.2, “Insolvency Event” means the occurrence of any one or more of the following: 
            7.6.1.     it is insolvent as defined by section 95A of the Corporations Act as disclosed in its accounts or otherwise, states
                         that it is insolvent, is presumed to be insolvent under an applicable law (including under section 459C(2) or
                          section 585 of the Corporations Act) or otherwise is, or states that it is, unable to pay all its debts as and when
                          they become due and payable;
            7.6.2.      any step is taken to appoint a receiver, a receiver and manager, a liquidator or a provisional liquidator or other
                          like person to it or any of its assets, operations or business;
            7.6.3.      an administrator is appointed to it under section 436A, section 436B or section 436C of the Corporations Act;
            7.6.4.      a controller (as defined in section 9 of the Corporations Act) is appointed to it or any of its assets;
            7.6.5.      an application is made to a court for an order, or an order is made, that it be wound up, declared bankrupt or
                          that a provisional liquidator, receiver or receiver and manager be appointed, and that application is not
                          withdrawn, struck out or dismissed within 15 Business Days of it being made;
            7.6.6.      any step is taken to enter into an arrangement or composition with one or more of its creditors, or an
                          assignment for the benefit of one or more of its creditors, in each case other than to carry out a reconstruction
                           or amalgamation while solvent];
            7.6.7.      it proposes a winding-up, dissolution or reorganisation, moratorium, deed of company arrangement or other
                          administration involving one or more of its creditors;
            7.6.8.       it is taken to have failed to comply with a statutory demand under section 459F(1) of the Corporations Act;
            7.6.9.       a notice is issued under section 601AA or section 601AB of the Corporations Act and not withdrawn or
                           dismissed within 15 Business Days;
            7.6.10.     it ceases to carry on business or threatens to do so, other than in accordance with the terms of this agreement;
                           or
            7.6.11.     anything that occurs under the law of any jurisdiction which has a substantially similar effect to any of the
                           events set out in clauses 8.6.1 to 8.6.10.
 7.7.     An Insolvency Event of the Customer is taken to be a material breach of this Agreement

 8.        Delivery Terms
8.1.      The Customer must collect the Equipment and/or the Consumables as notified in writing by the Supplier or, in the
             alternative, the Supplier may arrange freight of the Equipment and/or Consumables to the Customer.
8.2.       All costs of and incidental to the freight of the Equipment and Consumables must be borne by the Customer absolutely,
            except where otherwise agreed in writing between the parties, and to the extent that the Supplier incurs such costs on
            the Customer’s behalf, such costs may be passed on to the Customer and are additional to the Equipment Price and the
            Contract Price.
8.3.      The risk of loss of, or damage to, the Equipment will pass to the Customer on delivery to the Customer or its nominated
            agent. For the avoidance of doubt, where the Equipment is sent by freight to the Customer, such party is taken to be a
            nominated agent of the Customer and delivery shall pass upon collection of the Equipment by the freight forwarder.
8.4.      All costs of and incidental to mobilisation of the Equipment, setup and installation of the Equipment, and the
           demobilisation of the Equipment at the expiration of this Agreement or otherwise shall be borne absolutely by the
           Customer.
8.5.      Late delivery of an order of the Equipment does not entitle the Customer to refuse to take the delivery, claim damages or
            terminate this Agreement.
8.6.      If the Customer fails to take delivery of the Equipment within seven (7) business days of the Supplier notifying the
            Customer that the Equipment is ready for delivery, then, except where that failure or delay is caused by the Supplier’s
            failure to comply with its obligations under this Agreement, delivery of the Equipment is deemed to be complete seven
            (7) business days following the day on which the Supplier notified the Customer that the Equipment was ready for
            delivery.
8.7.       Any delivery date stated by the Supplier is approximate only and no contractual commitment is given as to the time of
             delivery.
8.8.       The Customer shall use its reasonable endeavours to give the Supplier a written forecast not less than half yearly or as
            otherwise agreed in writing of its anticipated requirements of Consumables stating the quantum and specifications
             needed, and shall place orders with the Supplier sufficiently in advance of shipment dates (as advised by the Supplier
             from time to time) to enable the Supplier to obtain materials and complete the orders.  Where orders cannot be
             completed, the Supplier shall notify the Customer in writing.
8.9.       When restricted by laws and/or regulations, the Supplier may fill the Customer’s orders at any time by delivering
              equipment manufactured of substitute materials of comparable quality, provided that the Supplier has given
             the Customer written notice of such substitution seven (7) days prior to delivery. The Customer shall have the option to
             terminate this Agreement, or cancel the order at its discretion, if it deems such substitution to be unacceptable,
             provided it does so within seven (7) days of receipt of notice from the Supplier.

9.          Acceptance and Defective Equipment
9.1.     The Customer may reject as defective any Equipment delivered to it that do not comply with clause 13.1, provided that:
           9.1.1.     the Customer gives the Supplier notice of rejection:
           9.1.1.1.   in the case of a defect that is apparent on normal visual inspection, within two (2) business days of Delivery;
           9.1.1.2.   in the case of a latent defect, within a reasonable time of the latent defect having become apparent; and
           9.1.2.      none of the events listed in clause 6 apply.
9.2.      The Customer is deemed to have accepted the Equipment if the Customer fails to give notice of rejection in accordance
            with clause 10.1.
9.3.      The Supplier is not liable for an Equipment’s failure to comply with the warranty set out in clause 13.1 in any of the
            following events:
            9.3.1.     the Customer makes any further use of those Equipment after giving notice in accordance with clause 9.1;
            9.3.2.     the defect arises because the Customer failed to follow the Supplier's oral or written instructions for the storage,
                         commissioning, installation, use or maintenance of the Equipment or best industry practice;
           9.3.3.     the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the
                         Customer;
           9.3.4.     the Customer alters or repairs the Equipment without the written consent of the Supplier;
           9.3.5.     the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working
                        conditions; or
           9.3.6.     the Equipment differ from their description and/or specification as a result of changes made to ensure they
                        comply with applicable statutory or regulatory requirements.
9.4.      If the Customer rejects Equipment under clause 9.1 then the Supplier may, at the Supplier's option:
           9.4.1.     replace the rejected Equipment or supply Equipment of like similar quality or standard;
           9.4.2.     repair the rejected Equipment;
9.5.      Once the Supplier has complied with clause 9.4, the Supplier is not liable to the Customer, and the Customer has no
            further remedy arising out of or in connection with the rejected Equipment.
9.6.      The terms of this Agreement apply to any repaired or replacement Equipment supplied by the Supplier.

10.       Title to the Equipment
10.1.     The right, title and interest in the Equipment remains the Suppliers, notwithstanding any parting of possession pursuant 
            to this Agreement. 
10.2.     The Customer must keep the Equipment stored and marked as the property of the Supplier. 
10.3.    The Customer must not do any of the following in relation to any of Equipment except where expressly permitted by this
            Agreement or with the Supplier's prior written consent:
           10.3.1.     create or allow any interest in, or dispose or part with possession of, the Equipment;
           10.3.2.     allow the Equipment to be taken outside Australia;
           10.3.3.     allow the Equipment to become an accession to or commingled with any other property; or
           10.3.4.     grant any security interest in respect of accounts owed to it in relation to the Equipment.
10.4.     Despite the terms of this Agreement, where the Customer disposes or sells all or part of the Equipment in breach of this
            Agreement, the Customer promises to hold the proceeds of sale or disposal on trust for the Supplier to secure payment
           of any amounts the Customer owes the Supplier for the Equipment. For the avoidance of doubt, the Supplier expressly
            prohibits the sale and/or disposal of part or all of the Equipment save for in accordance with the terms of this
            Agreement.
10.5.     The Customer grants the Supplier and its representatives an irrevocable licence to enter any land or premises for the
            purpose of inspecting, seizing or otherwise enforcing the Supplier's rights in respect of the Equipment and indemnifies
             the Supplier for any claims for damage to property or personal
             injury as a result of exercising those rights. If the Supplier seizes or retakes possession of any Products, it may deal with
             them as it thinks fit.
10.6.      The Customer covenants that it shall not make any drawings, photographs, plans or models of the Equipment or use or
              permit the use of the Equipment to the manufacturer’s or Supplier’s detriment, such as by using the Equipment or
              permitting others to use the Equipment to develop their own technology or like equipment.
10.7.      The Customer acknowledges that all intellectual property rights used for the manufacture of the Equipment that
             originate from the manufacturer will remain the exclusive property of the manufacturer, save to the extent that a third
             party has the right to use them.
10.8.      The Customer must indemnify the manufacturer of the Equipment and the Supplier against all liabilities, costs, expenses,
             damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of
             reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) suffered or incurred by the
              manufacturer of the Equipment and/or the Supplier arising out of or in connection with any claim made against the
              manufacturer for actual or alleged infringement of a third party’s intellectual property rights or moral rights arising out
              of in connection with the use of the Equipment in accordance with the terms of this Agreement.

11.       Termination Fee
11.1.     Upon the termination of this Agreement for any reason, all amounts owed to the Supplier by the Customer under this 
            Agreement become immediately due and payable. 
11.2.     The Customer accepts all Equipment previously ordered by the Customer and which orders are either complete or in 
            process and subsequently completed at the Supplier’s option and shall reimburse the Supplier for all losses incurred on 
            uncompleted orders for Equipment or on Consumables purchased or other expenses incurred pursuant to Agreement 
            (Early Termination Fee). 
11.3.     For the avoidance of doubt, the Early Termination Fee shall be calculated also having regard to the Equipment Price and 
            the Contract Price.

 12.      Default & Termination
12.1.     The supplier  may terminate this Agreement immediately as to any or all Equipment if the Equipment is abandoned or
             destroyed by the Lessee, if the Minimum Quantity of Product as set out on the front of this Agreement is not purchased
             by Lessee, or for any breach of the provision of this Agreement, effective upon delivery of written notice to Lessee. 
             Notices shall be deemed delivered when delivered in person or when deposited in the mail addressed to the appropriate
             party, postage prepaid, at the address shown for that party above.
12.2.     The Supplier may terminate this Agreement immediately if any or all of the Equipment is abandoned or destroyed by the
              Customer or, if the Actual Purchase Amount of Consumables is less than the Minimum Purchase Amounts required.
12.3.     If either party fails to perform a material term or of this Agreement, the other party may terminate this Agreement upon
             sixty (60) days’ prior written notice (Termination Notice).
12.4.     For the avoidance of doubt, ‘material term’ means clauses: 2.1, 2.2, 2.3, 2.4, 2.5, 3, 11.3, 11.4, 11.6, 21.1, 26.3 and 26.7.
12.5.     Where a party is provided with a Termination Notice, this Agreement shall end at the expiration of the notice period
             unless the breach is capable of remedy and the party in breach remedies the breach during the notice period.
12.6.     If the Supplier continues to make shipments despite the Customer’s breach, such action shall not constitute a waiver of
             the default or otherwise affect the Supplier’s rights and remedies under this Agreement.
12.7.     Termination of this Agreement does not affect any rights, remedies, obligations or liabilities of the parties that have
             accrued up to the date of termination, including the right to claim damages for any breach of the agreement that
              existed at or before the date of termination.
12.8.      Where this Agreement is terminated, the Customer must return the Equipment to the Supplier at the Customer’s
             expense, within 20 days after termination, in the same condition and state of repaired as when delivered, fair wear and
             tear excepted. If the Customer fails to return the Equipment, the Customer must provide the Supplier with access to the
             premises to re-possess the Equipment within 2 days of a written request by the Supplier and the Customer agrees to
              bear all costs incurred by the Supplier to recover the Equipment, including but not limited to legal fees on a full
              indemnity basis, interest charges, parts and service labour costs and freight charges.

13.        Warranties
13.1.      The Equipment supplied to the Customer by the Supplier under this Agreement must: 
             13.1.1.      Conform to specification; 
             13.1.2.      Be of merchantable quality and fit for any purpose held out by the Supplier; and 
             13.1.3.      Be free from defects in design, material and workmanship upon Delivery; and 
             13.1.4.      Comply with all applicable statutory and regulatory requirements. 
13.2.       Except as expressly provided in clause 14.1, the Supplier makes no warranty, express or implied, with respect to the 
              Equipment and excludes all rights, representations, guarantees, conditions, warranties, undertakings, remedies or other 
              terms in relation to the Equipment to the maximum extent permitted by law.

 14.       Limitation of Liability
14.1.      The Supplier is not liable to the Customer for any loss of profit, goodwill or business, loss of opportunity, loss of 
             reputation, increased financing costs, failure to realise anticipated savings or for any consequential, indirect, special, 
             punitive, remote or incidental loss or damages. 
14.2.     Without prejudice to clause 15.1, the Supplier’s total liability arising under or in connection with this Agreement, whether
             arising in contract, negligence or any other tort, restitution, or for breach of statutory duty or misrepresentation, or
              otherwise, is in all circumstances limited to the following:.
             14.2.1.     Replacing or repairing the Equipment where the context allows (including pursuant to clause 10.4); and
             14.2.2.     In all other respects, the Supplier’s total liability is the equivalent of the Contract Price in the first year of the
              Term (and not cumulative Contract Price over the length of the Term or any further term).
14.3.      The Customer shall indemnify and hold the Supplier and their respective employees, agents and successors from and
              against any and all claims, demands, liabilities, damages or expenses related in any way to the possession of the
              Equipment and/or Consumables, inclusive of any late payment interest charges, parts and service labour use or
              maintenance of the Equipment.  Lessee agrees that, to the extent permitted by law Omni Group Pty Ltd shall have any
               liability in contract, tort (including negligence or breach of statutory duty) or otherwise by reason of or in connection
              with the Equipment or this Agreement (except in relation to death or personal injury).

15.         Force Majeure
15.1.       A party that is prevented, hindered or delayed in or from performing any of its obligations under this Agreement due to 
             fires, strikes, floods, acts of God, lawful acts of public authorities, or delays or defaults caused by common carriers, which 
             cannot reasonably be foreseen or provided against, (Force majeure Event) shall not be in material breach of this 
              Agreement subject to that party providing notice in writing to the other party within seven (7) days of occurrence of the 
             Force Majeure Event, setting out particulars of the Force Majeure Event, the date on which it started, its likely or 
             potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under this 
             agreement (Force Majeure Notice).
15.2.     If the Force Majeure Event prevents, hinders or delays the affected party’s performance of its obligations under this
            Agreement for a continuous period of more than 30 days, the party not affected by the Force Majeure Event
             may immediately terminate this Agreement by notice in writing to the affected party.

16.        Dispute resolution
16.1.     If a dispute arises out of or in connection with this Agreement, or the performance, validity or enforceability of it
            (Dispute) then except as expressly provided for in this agreement, the parties must comply with the procedure set out in
             this clause 17.
16.2.     Either party may give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute
             Notice), together with relevant supporting documents.
16.3.     On receipt of a Dispute Notice:
            16.3.1.     the parties must attempt in good faith to resolve the Dispute;
            16.3.2.     if the parties are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice,
                           either party may refer the Dispute to the Australian Commercial Disputes Centre. The parties agree to
                           endeavour in good faith to settle the Dispute by mediation administered by the Australian Commercial Disputes
                           Centre. To initiate the mediation, a party must serve notice in writing (Mediation Notice) to the other party to
                            the Dispute, requesting a mediation.
16.4.     Subject to 17.5, no party may commence any court proceedings in relation to the whole or part of the Dispute until 120
            days after service of the Mediation Notice, provided that the right to issue proceedings is not prejudiced by a delay.
16.5.     This clause is not intended to prevent any party from seeking urgent injunctive or similar relief.

17.      Endure
This Agreement shall remain in continuity to the benefit of and be binding upon the parties hereto and their respective heirs, 
administrators, executors, successors and assigns.

 18.      Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of Victoria and each party irrevocably 
submits to the exclusive jurisdiction of courts exercising jurisdiction in Victoria.

19.      No Waiver
19.1.    No party may rely on the words or conduct of any other party as being a waiver of any right, power or remedy arising
           under or in connection with this Agreement unless the other party or parties expressly grant a waiver of the right, power
           or remedy. Any waiver must be in writing, signed by the party granting the waiver and is only effective to the extent set
           out in that waiver.
19.2.    Words or conduct referred to in clause 20.1 include any delay in exercising a right, any election between rights and
            remedies and any conduct that might otherwise give rise to an estoppel.

20.      Assignment and other dealings
20.1.    The Customer may not assign, novate, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other
            manner with any or all of its rights or obligations under this Agreement without the prior written consent of the Supplier.
20.2.    A breach of clause 21.1 is a material breach of this Agreement.

21.      No merger
On completion or termination of this Agreement, the rights and obligations of the parties set out in this Agreement will not merge 
and any provision that has not been fulfilled remains in force.

 22.     No reliance
No party has relied on any statement, representation, assurance or warranty made or given by any other party, except as 
expressly set out in this agreement.

 23.      Variation
An amendment or variation of any term of this Agreement must be in writing.

 24.      Security Interests
24.1.    Personal Property Security Interest
           24.1.1.     In clause 26:
                           24.1.1.1.     “PPSA” means the Personal Property Securities Act 2009 (Cth).
                           24.1.1.2.     “PPSR” means the Personal Property Securities Register;
                           24.1.1.3.     “Collateral” has the same meaning as defined in the PPSA.
            24.1.2.      This Agreement is a security agreement for the purposes of the PPSA. The Customer acknowledges that it has 
                           granted the Supplier a security interest in the Equipment and their proceeds which is a purchase money security 
                           interest to the extent that it secures payment of all or part of the purchase price for particular goods and 
                            services. 
            24.1.3.      The Customer consents to the Supplier perfecting any security interest arising in connection with this 
                           Agreement by registering a financing statement on the PPSR and any other applicable security registers in any 
                           manner it considers appropriate. The Customer agrees to do anything the Supplier reasonably asks to ensure 
                           that the security interest: 
                            24.1.3.1.      is enforceable, perfected and otherwise effective; and
                            24.1.3.2.      has priority over all other security interests.
            24.1.4.      The Customer agrees to pay or reimburse the Supplier for any fees or charges for the PPSR or other
                            registrations contemplated by this clause.

24.2.    Real Property Security Interest
            24.2.1.      As security for performance of the obligations and liabilities of the Customer, the Customer charges for the
                            due and punctual payment and performance of those obligations and liabilities, all of its legal and equitable
                            interest (including as beneficial owner, both present and future) of whatsoever nature held in any and all real
                            property, in favour of the Supplier.
            24.2.2.       Without limiting the generality of the charge in clause 27.1, the Customer agrees on request by the Supplier to 
                             execute any documents and do all things reasonably required by the Supplier to register a mortgage security 
                            over any Real Property.  In the event that the Customer fails to deliver the requested documents within seven 
                            (7) days of request by the Supplier, the Customer hereby appoints the Supplier to be the Customer’s lawful 
                            attorney for the purposes of executing and registering such documents.  The Customer indemnifies the 
                            Supplier on a full indemnity basis against all costs and expenses incurred by the Supplier in connection with 
                            the preparation and registration of such mortgage documents. 
24.3.       Dealings with Collateral
24.3.1.   Except as otherwise permitted under this Agreement, the Customer must not do any of the following in relation to any
             of the Collateral:
             24.3.1.1.     create or allow any interest in, or dispose or part with possession of, the Collateral, except in the ordinary
                               course of business;
             24.3.1.2.     allow the Collateral to be removed from the location where the Customer carries on business; or
             24.3.1.3.     allow the Collateral to become an accession to or commingled with any other property.
24.3.2.   The Customer must immediately notify the Supplier if anything mentioned in clause 26.3.1. occurs upon becoming
                               aware of it.

24.4.     Accessions and Commingling 
             24.4.1.     If any Collateral becomes an accession to or other property or become part of a product or mass, then:
                             24.4.1.1.     the Supplier’s security interest continues in the other property, product or mass; and
                             24.4.1.2.     References to the Collateral in this clause 26.4 include the other property, product or mass.

24.5.     Enforcement of Security Interest
             24.5.1.     Without limiting any other enforcement rights available to the Supplier, the Supplier may take possession of
                             the Collateral and the Supplier may enter any land or premises for the purpose of taking possession. If the
                              Supplier takes possession of any Collateral, it may deal with it as it thinks fit.
             24.5.2.       To the extent the law permits, the Supplier need not comply with, and the Customer may not exercise rights 
                             under, any provisions of Chapter 4 of the PPSA that may be contracted out of. 
             24.5.3.       If the Supplier exercises a right, power or remedy in connection with this Agreement or a security interest that 
                             it provides for, that exercise is taken not to be an exercise of a right, power or remedy under the PPSA unless 
                             the Supplier states otherwise at the time of exercise.  However, this clause 26.5) does not apply to a right, 
                             power or remedy which can only be exercised under the PPSA.

24.6.      Confidentiality
             Neither the Customer nor the Supplier will disclose any information of the kind mentioned in section 275(1) of the PPSA
             under section 275(4) of the PPSA unless section 275(7) of the PPSA applies.

24.7.       Changes in Customer’s Details  
             24.7.1.       The Customer must notify the Supplier at least fourteen (14) days before it does any of the following: 
                             24.7.1.1.       changes its name; 
                             24.7.1.2.       changes its place of registration or incorporation; 
                             24.7.1.3.       changes or applies for an ACN, ABN, ARBN or ARSN under which an interest in any of the 
                                                 Collateral is or will be held. 
             24.7.2.       The Customer must notify the Supplier if anything mentioned in clause 26.7.1 occurs immediately upon 
                              becoming aware of it. 
 
25.        E quipment Warranty & Servicing
25.1.     The Equipment and the Consumables under this Agreement is guaranteed in line with the manufacturer’s warranty. 
25.2.       Warranty does not cover the replacement of ordinary wearing parts. 
25.3.       The Supplier makes no warranties or representations that the manufacturer of the Equipment and/or the Consumables 
              will fulfil the warranty, including if the stretch film/wrap or other materials being used for the Equipment are not 
              Consumables supplied by the Supplier or if Machinery is not serviced inline with requirements listed in 25.5 . 
25.4.       The Equipment servicing and costs is in line with approved service repairers of the Supplier from time to time during
               standard business hours. Any after hours service support will incur additional costs. In the event of a breakdown, please
               contact the Supplier on 1300 764 963 or service@omnigroup.com.au to arrange the attendance of an Omni Group Pty 
               Ltd Technician. Following each maintenance service, any additional works identified as being required will need to be 
               undertaken within the recommended time frame provided by The Supplier. Uninterrupted access to the equipment 
               must be made available during business hours for any works to be completed. 
25.5.       The Customer is responsible to Contact the Supplier to arrange  Maintenance Servicing  (Every 12 months*) in order to
               comply with warranty terms and conditions listed above. *This Service Cycle is subject to change in frequency,  at any
               given time by the Supplier, depending on the use and care of the equipment in the Customers Environment. 
25.6.       All maintenance, servicing or repairs to the machinery listed within this agreement needs to be completed solely by
                Omni Group or their agents.
25.7.       The  warranty expressly excludes accidental damage or damage caused by misuse or neglect. 
25.8.        Warranty for the Equipment will be voided if the Equipment is not serviced by the Supplier or an authorised 
                representative of the Supplier. Misuse, neglect or accidental damage is at the Customer’s cost. 
25.9.         Service of the Equipment, as required, is at the cost of the Customer with a call out fee chargeable in line with the rate 
               applicable at time of call out. 
25.10.       It is the responsibility of the Customer to service and maintain the Equipment at their cost in line with the 
               manufacturer’s service requirements.

26.           Equipment Location & Insurance
26.1.       The Equipment shall remain at the delivery address, except with the prior written consent of the Supplier.
26.2.       For the duration of this Agreement, the Customer has the sole risk of loss or damage to the Equipment and must
               maintain, with a reputable insurance company, insurance cover for any loss or damage to the Equipment for it’s full
               replacement value, and must have the Supplier’s interest noted on the policy. The Customer must provide the Supplier
               with evidence of insurance immediately upon a request in writing by the Supplier

27.           Damage Waiver
In addition to the Contract Price and the Equipment Price, the Customer shall pay a damage waiver payment that will be invoiced on a monthly basis. The charge is equal to approx. 2.5% of the original value of the machine being leased. Machine depreciation or contract length does not reduce this figure. In consideration of the Damage Waiver Levy, the Supplier will be liable for and bear the cost of repairs to the machinery to ensure it is operating at an optimum level. The machine must be serviced as per Supplier recommendations to maintain this insurance cover.  This is effectively an extended warranty on the machine components (not consumable, service items or damaged components not consistent with normal operation of the machine with the normal production loading equipment.) This insurance for the period of the machine rental and is to be read in line with the factory warranty conditions (refer to Omni Group website for terms).  In the event where there is any damage to the Equipment in the case of misuse and or negligence the Customer will be responsible for any costs to rectify the machine to operating condition. In the instance where an insurance levy or repair claim has taken place for the leased Equipment, the Customer must repair the machine within the following month and in all cases before terminating the rental agreement or returning the machine. The levy does not cover the cost of parts used in servicing or wear and tear, or if the Customer is not up to date with meeting service requirements, refer to Clause 25. Insurance in Section 27 does not apply when the damage waiver is paid. In cases where in the opinion of the supplier the machine requires extensive repairs, the damage waiver will cover costs of substituting the machine with one of similar to original rental agreement .The Supplier will only cover a total of claim up to 10% of the machinery value. In the instance where more than one insurance or repair claim has taken place for the leased Equipment, the Supplier reserves the right to terminate the damage waiver agreement or increase the damage waiver % fee as payment, but only to the extent of recouping the estimated costs of future claims.

 28.           Terms & Conditions
28.1.          The Customer agrees that the Supplier’s ‘Terms and Conditions’ as in use and as amended from time to time, apply to
                  any order of Equipment and/or Consumables in addition to the terms and conditions of this Agreement.
28.2.          To the extent of any inconsistency between the Supplier’s Terms and Conditions and this Agreement, the terms of this
                  Agreement prevail.

I (“The Customer”) agree and acknowledge the following:

• That provided the Supplier has provided the required notice under clause 1.3 of this agreement, an automatic rollover of this  agreement will occur if We/I do not provide the required written to cease it.

• Price reviews will occur annually based on CPI and market conditions, and communicated in writing between the parties.

• The Supplier is the Exclusive Supplier to the Customer for all Consumables listed on Page 1 of this agreement.

• The notice period to cease the agreement at any time by either party is 30 days.