SuperILR BA Proposal (55t per batch)

MINERA Hochschild SA Proposal Number: CE1775 23rd September, 2011

CE1775 Hochschild-SuperILR-110923

CE1775 Hochschild-SuperILR-110923

23rd September, 2011 Victor Delgado Hochschilds , Lima Peru Email Address: victor.delgado@hocplc.com Gekko Systems Proposal Number: CE1775
SuperILR Batch Automatic

COMMERCIAL IN CONFIDENCE Not to be distributed to any other party without the express permission of Gekko Systems Pty Ltd

Dear Victor, Gekko Systems is pleased to offer a SuperILR BA to treat high tonnage flotation and gravity concentrates. The unit has been developed, with the encouragement of Hochschild, to treat large tonnages of concentrates, such as being produced by Hochschilds Arcata operation. It has been developed to remove the size limitations that have been reached with the current generation of ILR whilst maintaining equivalent or improved recovery performance. The SuperILR drum has a capacity equivalent to six ILR5000 drums. With an operating capacity of 45m3, each drum can process about 55t of flotation concentrate per batch. The unit offered is a batch machine however it can also be offered as a continuous unit if desired. The unit is fully automated, for high security and ease of use. Gekko Systems looks forward to continuing its association with Hochschild, and to build strong relations through successful installations, quality after sales support and world leading technology solutions. Yours Sincerely Nigel Grigg General Manager Gekko Systems SA nigelg@gekkos.com

CE1775 Hochschild-SuperILR-110923

Table of Contents
Budget Pricing .................................................................................................................................................... 4 Exclusions .......................................................................................................................................................... 4 Terms of Payment .............................................................................................................................................. 4 Delivery ............................................................................................................................................................... 5 Freight................................................................................................................................................................. 5 Training and Other Support ................................................................................................................................ 5 Technical Specifications ..................................................................................................................................... 6 Mode of Operation ............................................................................................................................................ 11 General Terms and Conditions of Sale and Supply ......................................................................................... 15

CE1775 Hochschild-SuperILR-110923

Budget Pricing
All prices in AUD InLine Leach Reactor Model SuperILR BA (ex-works) Reactor Drum and drive Level controlled reactor sump and transfer pump Solution storage tank, with level monitoring Solution Recirculation pump Pneumatically controlled slurry and solution valves Central pneumatic control cabinet Allen Bradley Compact Logix PLC Allen Bradley Panelview 1000 HMI utilising RSView. All instrumentation wired to the dedicated Control Cabinet Shop assembly and Testing $ 1,980,000

Exclusions
The feed concentrate storage tank is not included in this proposal. We believe the it is most effective for the feed system to be designed specifically for each application. In most cases a suitably sized thickener will be most appropriate. The following list includes all areas that havent been costed by Gekko Systems: Civil works loadings will be provided Supply of crane for off-loading and erection of equipment Installation or assembly of equipment. Supply of power, water, compressed air, to the plant area. Special tools or other services required for installation and commissioning Costs (including time and travel) associated with inductions, medicals, drug testing supply of trade/technical qualifications. Time incurred for these tasks will be charged at Gekkos daily rate for the personnel attending.

Terms of Payment
Payment terms have been set as follows: Deposit payable with placement of Purchase Order: Progress Payment Final Payment payable prior to despatch Total 40% 30% 30% 100%

CE1775 Hochschild-SuperILR-110923

Delivery
Gekko Systems will manufacture key components of the equipment at our facilities in Ballarat, Victoria, Australia. These key components can be transported in shipping containers minimising transportation costs and transportation risk. Other large steel components will be either manufactured locally or assembled locally. Delivery is ex-works. Estimated Manufacturing time is quoted as 25 - 30 weeks from date of receipt of 40% deposit and your purchase order. Timing may also be impacted by the final selection of manufacturing and assembly facilities within Peru. * Subject to factory manufacturing schedule at time of placement of your order.

Freight
Provision for freight from the Ballarat factory to your site has not been made in the proposal. Gekko can provide a cost for freight from Ballarat to your nearest Airport or Port. This can be arranged by contacting Richard Stute, richards@gekkos.com or phoning + 61 3 5339 5859.

Training and Other Support

Installation and commissioning is not included in this proposal. This can be addressed in detail when the installation site is selected. Gekko also offers a wide range of after-sales support including training; spare parts, technical services etc. Our services manager will contact you to discuss these options once you have placed your capital order.

CE1775 Hochschild-SuperILR-110923

Technical Specifications
These technical specifications are provided for guidance. Minor change may occur during the final detailed engineering design. The specifications for the ILR5000 and ILR10000 are provided for comparison purposes. Model 5000BA 11764 9598 2544 9.4 / 12.6 15 20 10 24 13 11 3 phase 21.8 54.9 17.5 5-15 50-3000 10-30 1 to 4 8204 1778 ~1 7.64

Unit Length Height Width Mass of resident load @ 3.6 s.g. ILR Feed Cone ILR solution Cone Air consumption Total Installed Power Drum installed power Pump installed power Supply voltage Total mass Total sanded mass @ S.G. 3.6 Mass of heaviest item Leach Solution Flow rate Gold loading Typical Oxygen levels Typical Cyanide soln grade DRUM Length Diameter Speed (forward) Usable Volume mm mm rpm m3 t/hr g/t ppm (DO) % mm mm mm Dry t (flot / grav) m3 m3 Lt/min kW kW kW Voltage kg kg t

SuperILR BA 20 970 10 980 4250 56 / 76 Na 150 30 180 150 30 3 phase 114 250 90 30 - 60 50 - 3000 10-30 1 to 4* 11 750 3400 ~1 45.0

10000BA 11768 9598 6229 18.8 / 37.6 15 2 x 20 20 37 26 11 3 phase 43.6 85.9 17.5 5-15 50-3000 10-30 1 to 4 8204 1778 ~1 15.28

The capacity of the Super ILR is equivalent to six ILR5000 drums, with a nominal design batch capacity of 56t of fine flotation concentrate or 76 t of coarse gravity concentrate.

The drum design has been scaled up to maintain or improve the metallurgical and mechanical effectiveness of the design.

CE1775 Hochschild-SuperILR-110923

CE1775 Hochschild-SuperILR-110923

CE1775 Hochschild-SuperILR-110923

CE1775 Hochschild-SuperILR-110923

10

METALLURGICAL DESIGN The design basis of the drum has been selected to ensure the metallurgical and operational efficiency is maintained with the increase in size. The supply of solution and reagents to the reaction zone is maintained by a direct volumetric scale up of the recirculation solution flow rate. The mixing efficiency of the drum has been maintained by allowing for the operation of the drum under either of two mixing regimes. Particle surface attrition is maintained by keeping the same or higher peripheral speed. This removes reaction products from the surface of concentrate particles presenting clean reaction surfaces for the solution to contact. This is believed to be a major contributor to the higher leaching rates observed in the ILR compared to agitated tanks. The exposure of the slurry to fresh reagents and the gas space is keeping to the same rotational speed. This is a higher speed requirement than the attrition effect and will generally be the determining factor in the initial high reaction rate part of the leaching process. At the end of the leach, when reagent demand is lower, the rotational speed of the drum could be reduced to reduce power consumption. The use of peroxide in the early implementations ensures there is no limitation on oxidant supply. Batch operation is made possible by catering for large slurry and solution flows of up to 80m /h to both fill and empty the ILR drum. Emptying of the drum in batch operation is accelerated by the use of angled baffles, multiple emptying scoops and large capacity slurry sump and pump. A vertical spindle pump is used for slurry transfers. This eliminates gland leakage and minimizes maintenance. Solid liquid separation, while still possible in the drum, will usually be performed in a dedicated tails thickener to maximize the drum utilization for leaching. This will allow load leveling of upstream and downstream processes by staggering the operation of multiple units. MECHANICAL DESIGN The mechanical design has several design innovations to reduce manufacturing and transport costs while reducing maintenance requirements. The drum is designed to run on two sets of large rollers. The rollers are held precisely in the correct alignment by a precision machined shaft and the drum is assembled around this central core. This reduces the size of the machined components and allows the important load bearing surfaces to be precisely but cost effectively fabricated. These components will be manufactured by Gekko Systems Ballarat to ensure stringent design and quality targets are met. The drum is essentially assembled around the rollers while they are held in the correct alignment. Due to this design the drum components can be fabricated and / or assembled locally to minimize transport costs. The feed and discharge from the ILR is through the hollow central shaft which has a 360mm internal diameter. This ensures high flowrates can be obtained The rollers run on four large wheels. End loads are controlled by thrust bearings. A dedicated lubrication system is included.
3

CE1775 Hochschild-SuperILR-110923

11

The drum is driven by a reduction gearbox and chain drive at each end of the drum. This is a well proven, low maintenance system. The installed power of the drum allows the drum to be run faster when emptying the drum to minimize solids discharge time. The drum is fabricated from 20mm thick steel. This includes a large wear allowance; in excess of any wear observed in 10 years of ILR operating experience. The drum includes two inspection and maintenance hatches. ECONOMIC DESIGN By increasing the size of the drum and design innovations major savings are realized. The capital cost of the SuperILR is approximately 30% cheaper than the equivalent 6 ILR5000 (or 3 ILR10000) required for the same throughput. In addition to direct capital the cost of supporting infrastructure including foundations, building costs and associated piping and instrumentation downstream and upstream are reduced. The operating costs of the unit are also reduced through reduced labor requirements, particularly when compared to the manual units. Maintenance costs will be reduced due to the much lower component count and also new design features such as the use of a vertical spindle pump, automated lubrication system, larger more robust rollers and wheels.

Mode of Operation
The Super ILR can operate in the same batch sequence as the conventional batch ILR comprising the steps: Feed Solids Leach Solution Preparation Leaching Clarification and Transfer of Pregnant Solution Washing Clarification and Transfer of Wash Solution Empty Solids with the addition of water for pumping.

For high tonnage throughputs a modified batch sequence is recommended, particularly when multiple ILR units are installed. This maximizes capacity utilization by maximizing the time available for leaching. This high throughput batch sequence is: Feed Solids and Leach Solution Preparation Leaching Empty Solids with the addition of Pregnant Solution to dedicated thickener. In this sequence the leached solids and pregnant solution are transferred to a dedicated thickener without the addition of extra water. This improves the efficiency of solution recovery and recycling. A dedicated thickener followed by a CCD or filter is more efficient since less wash solution can be used, resulting in lower levels of dilution of the leach solutions. This batch sequence is particularly well tailored to multiple drum installations since individual drum start times can be staggered to improve utilization of common equipment and reduce the size of storage tanks between the batch and continuous operations.

CE1775 Hochschild-SuperILR-110923

12

Gekko InLine Leach Reactor (ILR)

Gekko Systems leads the world in intensive cyanidation development and commercialisation with more than 99 installations worldwide. We are experienced in treating complex sulphides and preg-robbing ores, flotation concentrates as well as free gravity gold. Gekko Systems are committed to providing quality metallurgical outcomes for customers, specialising in gravity concentration and intensive cyanidation.

nn

ILR Rolling Drum Technology = THE MOST EFFICIENT CHEMISTRY

ILR1000BA Newmont Jundee, WA, 6 years outstanding performance

CE1775 Hochschild-SuperILR-110923

13

Particular benefits include; Gekkos experience in dealing with gravity concentrates. The ILR offers a flexible reagent regime which can be finetuned for each application. Gekkos experience in global installations. We have been installing ILRs in many different regions around the world since the 1990s and have dealt with a wide range of metallurgical, mechanical and environmental issues including high arsenic levels, extreme temperatures, altitude, humidity and fine wind driven dust. Fully proven solids washing step for cyanide removal in the solid tails. The Gekko ILR can be programmed so that one, two or even three wash stages are employed to drop the solid tails cyanide levels to acceptable levels. Simple design, easy to operate and maintain. The ILR is fully automated and requires very little operator interaction on a daily basis. All of the components supplied by Gekko have a low weekly maintenance component. The ILR only requires a visual inspection and greasing once a day. The circuit captures and leaches fine and coarse gold. The ILR does not lose fine gold to tails in de-sliming process (no fines blow off). No loss of floating gold. No blocking of membranes with coarse gold and NO potential for solution channelling leading to dead zones in the leach ILR has continuous aggressive mixing! Worlds best leaching practice for fastest kinetics is the bottle roll technique The ILR is production scale bottle roll. Low operating costs the ILR uses either oxygen or peroxide as the oxidant for the leach reaction. No exotic leach reagents are required. The ILR does not require solution heating due to thorough mixing in the reaction zone. Flexibility the ILR produces a clear pregnant gold solution that is suitable for direct electrowinning or which can be sent to a Merrill Crowe circuit or other recovery system as required by the client. Gold accounting is designed into the ILR. Composite solution and slurry samples of all products are automatically collected during the relevant steps. All transfer masses are recorded by the control system by recording the mass of the storage cones before and after all transfers. This allows gold accounting to be carried out with confidence. The ILR circuit is a complete integrated system with all components designed by the manufacturer. This allows the complete integration of the automation and control system. A PLC automation system (Allen Bradley is standard) controls the unit.

Other advantages of the ILR include: Proven fastest leach kinetics enabling effective and efficient turnaround of leach cycles. Skid Mounted, modular design. Easy to ship, easy to install. Built to Australian standards. All electrical equipment built to meet Nema 4X / CSA standards. Fully developed control philosophy and operating procedures with highest availability Fast installation due to our proven modular design Low installed power and even lower power consumption Space efficient design Dedicated clarification step reliably produces clear electrowinning solution

CE1775 Hochschild-SuperILR-110923

14

GEKKO SYSTEMS PTY LTD (ACN 064 618 293) QUOTATION REF: CE1775 NOTE - SEE ANNEXED SHEET OF CONDITIONS WHICH APPLY TO THIS QUOTE Goods: Quotation: Deposit: Progress Payments (where applicable): Date of Passing of Risk: Warranty and our liability: SuperILR BA Refer full quotation attached. 40%. Payable at placement of purchase order. Deposit on placement of purchase order. 30% progress payment and 30% prior to despatch ex-works refer full quotation attached, delivery to be advised. Despatch from Gekko premises. Only within 12 months from date of delivery, and limited to repairing defects or replacing faulty parts, both at our Ballarat premises, to which the Goods will be brought at your cost. This warranty is subject to your notifying us within 14 days of the fault becoming apparent. 25 to 30 weeks from date of receipt of 40% deposit and purchase order. To be advised. Payable by the Purchaser unless otherwise stated. NA Transport cost has not been included Packaging has been included in the quote. This Quotation will be valid for 30 days. Not later than 14 days after we notify you that the Goods are ready for delivery (assuming goods are purchased ex-works). Related GST charges payable by the Purchaser.

Estimated Manufacturing Time: Delivery Date: Installation and Training: International Currency: Transport and Freight: Packing: Validity: Price Payable: GST:

Your Purchase Order will amount to a legal offer. Seller and Purchaser are legally bound upon communication of order acceptance by both parties. The terms of that contract will consist of the contents of this Quotation and the full details of the attached Quotation documents, the accompanying Conditions and your Purchase Order.

DATED SIGNED BY

23 September 2011

rd

Nigel Grigg
For Gekko Systems Pty Ltd

CE1775 Hochschild-SuperILR-110923

15

General Terms and Conditions of Sale and Supply

These General Terms and Conditions of Sale and Supply govern the terms of sale and supply of the Goods from Gekko Systems Pty Ltd (ACN 064 618 293) (Gekko, us or we) to you. 1. Definitions: In these Conditions the following words shall have the corresponding meanings, unless the context requires otherwise and if not defined herein shall have the meaning set out in the Schedule: Customer means the person, firm or company who purchases the Goods from us, more particularly described in the Schedule (otherwise referred to as you). Conditions means these General Terms and Conditions of Sale and Supply, including the Special Terms and Conditions of Sale and Supply and the Schedule. Goods means any products, goods, plant and equipment, accessories, materials or spare parts (whether capital, operational or otherwise) and services to be supplied by us to you pursuant to these Conditions and more particularly described in the Schedule. Party means either Gekko or the Customer and Parties means both Gekko and the Customer. 2. Interpretation: In these Conditions unless the context otherwise requires: (a) headings are for convenience of reference only and do not affect interpretation; (b) words importing the singular include the plural and vice versa; (c) a reference to an Act of Parliament, includes that Act as amended or replaced and all regulations made under it; (d) a reference to a person includes any individual, company, partnership, joint venture, association, corporation or other body corporate and any Government body; (e) a covenant or agreement on the part of two or more persons binds them jointly and severally; and (f) where any form of the words include appears, it is to be read as if followed by the words without limitation. 3. Supply and Ordering: In consideration of the payment of the Price we sell to you and you buy from us the Goods on the terms and conditions set out herein. These Conditions apply to the supply of all Goods to you by us. 4. Delivery Date: We shall use our best endeavours to deliver the Goods to the Delivery Address by the Delivery Date. The Delivery Date is intended to be a good faith estimate and time for delivery shall not be of the essence. If no date is specified in the Schedule, delivery shall be within a reasonable time. 5. Use of Goods: You must not use the Goods in any way other than as specified in the operating manual, nor for any purpose other than the intended use of the Goods. 6. Risk and Title: Risk in the Goods passes to you at the Delivery Address. If for any reason you fail to accept delivery of any of the Goods when they are ready for delivery, or we are unable to deliver the Goods on time because you have not provided appropriate instructions, documents, licences or authorisations we may store the Goods until successful delivery, whereupon you shall be liable for all related costs and expenses (including, without limitation, storage and insurance). 7. Retention of Title: Title in and to the Goods shall not pass to you until payment in full for all Goods is received by us. Until title in and to the Goods passes to you, you shall hold the Goods as our bailee and a fiduciary relationship shall exist between us. 8. Payment: The Price shall be payable in accordance with the payment terms set out in the Schedule. Any deposits or instalment payments that you make to us become our property upon receipt and are non-refundable. 9. Interest: We may charge interest on any outstanding amounts at the National Australia Bank 30 Day Bank Bill Rate applicable from time to time, plus two per cent. 10. Failure to Pay: If you fail to make payment by the Payment Date(s), we reserve our rights to stop making further deliveries of Goods and to stop manufacturing the Goods until overdue payments together with applicable interest are made. No payment is deemed to be made until actually received by us. 11. Liability and Warranty: You shall inspect and examine the Goods for defects and during the Warranty Period, you shall be entitled to send us a notice (Defects Notice) that sets out in detail any defects in the Goods (Defective Goods). We shall be entitled to disregard any Defects Notice that we receive after 14 days of the defect becoming apparent. For the purposes of these Conditions, Warranty Period means the period that ends 12 months after the Goods are commissioned at the place where the Goods are located or 18 months from the date that the Goods leave our premises at 321 Learmonth Road, Ballarat, Victoria, Australia, whichever is the earlier. 12. As soon as practicable after we receive a Defects Notice, we shall notify you whether we accept liability for the defects. If we accept liability for the defects, wherever practicable (but subject to clauses 13 to 18), we shall remedy the defects at the place where the Goods are usually located. However, if we determine that we are unable to remedy the defects at the place where the Goods are located, we shall notify you of the place where you are required to bring the Defective Goods so that we are able to remedy the defects. You shall bear the costs of bringing the Defective Goods to the place we notify you and of returning the Defective Goods to the place where the Goods are usually located. If we determine that we are unable to repair the Defective Goods, we shall replace the Defective Goods in which case, you shall return the Defective Goods to 321 Learmonth Road, Ballarat, Victoria 3350 Australia at your cost so that we can assess whether a claim can be made against the manufacturer or any other third party in respect of the Defective Goods. 13. To the extent permitted by law, our liability for: (a) a breach of these Conditions (including any condition or warranty implied by law); and (b) a defect notified by you in accordance with clause 11, is limited, as decided by us, to any one of the following: (i) the replacement of the Goods or the supply of equivalent Goods; (ii) the repair of the Goods or payment of the cost of having the Goods repaired; or (iii) the refund of the price paid by the Customer for the Goods. 14. Notwithstanding anything else contained herein, our liability arising from or relating to faulty or defective design of the Goods shall be limited to the provision of revised design documentation. You shall bear all additional cost arising from or relating to faulty or defective design of the Goods including but not limited to the additional cost associated with the supply of any additional Goods. 15. Our liability under clause 13 does not apply if:

CE1775 Hochschild-SuperILR-110923

16

16.

17.

18. 19.

20.

21. 22. 23.

24. 25. 26.

27.

28. 29.

30. 31.

a) you do not comply with our manual, operating, storage or handling instructions; or b) you use the Goods for any purpose other than the intended use of the Goods; or c) you have anyone other than us work on the Goods (unless we otherwise agree in writing); or d) you install a spare or replacement part in the Goods that we do not supply (unless we otherwise agree in writing); or e) your staff does not undertake the necessary initial or ongoing training in order to operate the Goods. Save as expressly provided herein, all warranties, conditions, representations or other terms, implied by statute or common law, including those relating to merchantability, description, quality, suitability, fitness for any purpose, design, assembly, installation, materials or workmanship or otherwise, are excluded to the fullest extent permitted by law. Limitation of Liability: We exclude all liability whatsoever to you arising out of or in any way connected with these Conditions for any pure economic loss, loss of profits or savings (actual or anticipated), loss of income, loss of business, loss of opportunity, depletion of goodwill, (in each case whether direct, indirect or consequential), or any claims for consequential, special, incidental or indirect losses of any kind howsoever arising and whether caused by breach of statute, breach of contract, negligence or other tort. Save as set out in clause 13 and subject to clause 17, our entire liability to you in tort (including negligence and breach of statutory duty), contract, or otherwise arising in connection with the performance or contemplated performance of these Conditions shall be limited to the amount paid by you for the Goods. Default: If any of the events set out in (a) to (d) below occur, we may, without prejudice to any other action, right or remedy which we have at law or in equity, withhold further deliveries or cancel these Conditions, upon written notice to you: a. you fail to remedy a breach of any material term of these Conditions within 14 days of a remedy notice from us; b. you default in any payments or become unable or state that you are unable to pay your debts as and when they fall due; c. you (where you are an individual) commit an act of bankruptcy or have a controller or trustee appointed in respect of your estate or any part of your property or assets, or you (where you are a company) pass a resolution for your winding up or you enter into liquidation or have an application for winding up filed against you or you enter into any scheme of arrangement with your creditors (or circumstances exist that it is reasonable for us to conclude that the you may do so); or d. a receiver, receiver and manager, controller or voluntary administrator is appointed over any part of your property or assets. Intellectual Property: Nothing in these Conditions shall be construed as granting any right, title or interest in any of our patents, registered designs, trade marks, trade secrets, know-how or other intellectual property rights in relation to the Goods or otherwise (Intellectual Property Rights). Any and all Intellectual Property Rights shall be our sole and exclusive property. For the avoidance of doubt, the supply of Goods by us shall not confer any right, title or interest upon you to use any of our Intellectual Property Rights (including any of our trade marks or trade names or those of our related bodies corporate) without our prior written consent. You shall immediately notify us of any actual or suspected infringement of our Intellectual Property Rights and provide us with reasonable cooperation in relation to same. The Intellectual Property Rights have significant commercial value to us. You must not at any time disclose to any person the design or specification of the Goods, nor permit any person to reverse-engineer them. If you become aware that any other person has reverse-engineered the Goods, you shall immediately notify us. Any and all intellectual property rights developed by you, or on your behalf, in the course of using the Goods, whether by way of improvements or otherwise, shall automatically vest in us and to the extent that same do not automatically vest, you hereby irrevocably assign to us with full title guarantee, and agree that such intellectual property rights shall be our exclusive property Travel to Site: In the event that your site is located in a region classified as Category 4 Reconsider Your Need to Travel or Category 5 Do Not Travel by the Australian Department of Foreign Affairs and Trade, Gekko reserves the right to not supply staff to travel to site. Statutory Provisions: These Conditions shall be subject to the provisions of the Trade Practices Act 1974 (Cth) (to the extent applicable) and any other relevant and applicable State and/or Commonwealth legislation, as amended and in force for the time being. The Parties agree to exclude from these Conditions the application of the Agreement of the United Nations Convention on Contracts for the International Sale of Goods as given effect by the Sale of Goods (Vienna Convention) Act 1987 (Vic) or any accession to or adoption of the Convention by a state or country the laws of which may at any time be or become applicable to these Conditions. Taxes: Unless otherwise expressly stated, the price and all amounts payable under these Conditions are exclusive of GST. If GST applies to any supplies by us, you will pay an additional amount to us equal to the GST payable on the supply at the same time that payment for the supply is to be made under these Conditions, and we will issue a tax invoice to you in respect of the supply. Terms used in this clause have the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth). You must pay all taxes, duties and imposts of every kind, both Australian and of any other country with respect to the sale, the Goods and the export or import of the Goods. Without limitation, you must pay all sales tax and goods and services tax (and similar taxes), with respect to the supply of the Goods. Force Majeure: We shall not be responsible for any delay, suspension or failure arising out of any circumstances outside of our reasonable control, including but not limited to, acts of God, governmental actions, strikes, lockouts or other labour difficulty, war or national emergency, acts of terrorism, blackouts, fire, explosion, flood, an act or omission of a third party, inability to obtain any necessary materials, equipment, facilities or services, delay in receipt of parts, the failure of equipment supplied by others, power or water shortage, accidents or breakdown of plant, machinery, software, hardware or communication network. No Waiver: Failure or delay by us in enforcing or partially enforcing any provision in these Conditions will not be construed as a waiver of any of our rights under these Conditions. Severability: If any provision of these Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partially illegal, invalid, void, voidable, unenforceable or unreasonable it

CE1775 Hochschild-SuperILR-110923

17

32.

33. 34. 35.

36.

37.

38.

39. 40.

shall be deemed severable to the extent that and the remaining provisions of these Conditions shall continue in full force and effect. Notices: All notices between the Parties in connection with these Conditions shall be in writing and delivered by hand, sent by registered post or fax to the relevant Party's address, which in your instance shall be your address specified in the Schedule and for us will be 321 Learmonth Road, Ballarat, Victoria 3350 Australia; fax number 613 5339 5830 (unless we notify you otherwise). Confidentiality: You agree to keep confidential all information which are disclosed to or obtained by you and which relates to the Goods supplied. Entire Agreement: These Conditions will, unless we agree otherwise in writing, be the only terms and conditions to which the Parties will be bound, and you agree that these Conditions will in all circumstances prevail over your terms and conditions of purchase (whether contained in a purchase order or otherwise). All purchase orders, written or oral, issued by you to us shall constitute an offer to us under these Conditions. Upon receipt of a purchase order, we will advise whether the Goods are available, confirm that we accept the purchase order and notify that we are able to fulfil the purchase order within a reasonable and mutually agreed time. No purchase order shall be deemed to be accepted by us until such time as we have made a written acceptance of the purchase order. These Conditions constitute the entire agreement between us relating to the sale and supply of the Goods and supersede and exclude all prior and other discussions, representations (contractual or otherwise), arrangements and correspondence relating to the subject matter hereof including, but not limited to, those relating to the performance and use of the Goods or the results that ought to be expected from using the Goods. No amendments to, or variations of, these Conditions shall be of any force of effect until they are in writing and have been expressly agreed to by duly authorised representatives of the Parties. Assignment: You must not, without our prior written approval, assign all or part of your rights and obligations under these Conditions to any other person. Mediation and Arbitration: Subject to clause 39, in the event of any dispute arising between the Parties under these Conditions, either Party may notify the other that a dispute has arisen. The Parties must then endeavour in good faith for a period of 14 days to mediate the dispute through their nominated representatives. If the dispute is not resolved within the 14 days period, the Parties must through their Chief Executive Officers (or their nominees) endeavour in good faith for a further period of 14 days to resolve the dispute. If the dispute cannot be resolved in accordance with the foregoing provision, it will be resolved in Melbourne, Victoria, Australia by arbitration pursuant to the Commercial Arbitration Act 1984 (Vic). Clause 38 will not operate to prevent (a) Gekko exercising its remedies under these Conditions in relation to or arising out of a failure by the Customer to pay the Price or any part of it or (b) either Party from seeking interim or provisional relief in respect of the subject matter of the dispute from any court having jurisdiction. Governing Law: The supply and sale of Goods under these Conditions is governed by the law of the State of Victoria, Australia. The Parties hereby submit to the exclusive jurisdiction of the courts of the State of Victoria, Australia.

SPECIAL TERMS AND CONDITIONS OF SALE AND SUPPLY

These Special Terms and Conditions of Sale and Supply for part of the Conditions above and apply to certain Goods supplied by under such Conditions, as the context permits. 1. Installation: If so specified in the Schedule, we shall carry out installation of the Goods for you at the Delivery Address or at such other place agreed by the Parties pursuant to these Conditions. Unless specified otherwise in the Schedule the cost of such installation services shall be at our standard rates as at the date of these Conditions.