STONEGLASS INDUSTRIES
MANUFACTURING SERVICES TERMS AND CONDITIONS

1. DEFINITIONS

   In these Manufacturing Services Terms and Conditions:

   Customer means the person or entity the name and details of which have been completed in the Stoneglass Connect software registration form for registering for the Manufacturing Services;

   Data Conversion Services means the conversion of data from any 3rd party scanner proprietary format (e.g. 3Shape) to Sirona inLab proprietary format;

   Data Conversion File means the product/output of the Data Conversion Services;

   Manufacturing Services means the manufacture by Stoneglass of customised dental products identified in the Manufacturing Services Pricing Schedule;

   Manufacturing Services Fees means the fees for the provisions of Manufacturing Services as specified in the Manufacturing Services Pricing Schedule as amended by Stoneglass from time to time;

   Manufacturing Services Pricing Schedule means Stoneglass' pricing schedule, the current version of which is available from www.stoneglass.com.au, which includes all applicable Manufacturing Services Fees in respect of the Manufacturing Services and the standard charges for disbursements/expenses, as amended by Stoneglass from time to time in accordance with these Manufacturing Services Terms and Conditions;

   Monthly Statement has the same meaning given to that term in clause 4.4 of these Manufacturing Services Terms and Conditions;

   Order Form means Stoneglass' standard order form for Manufacturing Services included with the Stoneglass Software as updated by Stoneglass from time to time;

   Products means the dental products created by or resulting from the performance of the Manufacturing Services;

   Stoneglass Software means the 'Software' (as that term is defined in the Stoneglass Connect Software Licence Terms);

   Term means a period of 3 years from the date of the Customer's acceptance of these Manufacturing Services Terms and Conditions by registering for Manufacturing Services unless terminated earlier in accordance with these Manufacturing Services Terms and Conditions;

   Warranty Services means the re-supply of the Manufacturing Services and repair or re-supply of the relevant Products at no additional charge to the Customer in accordance with clause 5 of these Manufacturing Services Terms and Conditions.





2. STONEGLASS CONNECT SOFWARE LICENSE TERMS

   The Customer acknowledges that, in addition to these Manufacturing Services Terms and Conditions, it has separately read and agreed to be bound by the Stoneglass Connect License Terms in respect of the Stoneglass Software.





3. ORDERS AND DELIVERY

   3.1. The Customer may only place an order for Manufacturing Services/Products by submitting a completed Order Form with Stoneglass by using the Stoneglass Software send functionality and specifying the Manufacturing Services/Products required together with all other requested information.

   3.2. If the Customer has not been notified by Stoneglass that the order has been rejected within one business day after the day of receipt of an Order Form by Stoneglass then such order will be deemed accepted by Stoneglass.

   3.3. On acceptance of an order by Stoneglass, Stoneglass will provide the Manufacturing Services and produce and supply the Products to the Customer in accordance with these Manufacturing Services Terms and Conditions and the Order Form.

   3.4. Orders may only be cancelled by a Customer, at no charge, prior to the manufacture of the relevant Product(s). The Customer may track the status of its orders by logging into the Stoneglass Software or via its own page on the Stoneglass website (https://www.stoneglass.com.au/StoneglassConnect) with their chosen username and password provided by Stoneglass during the registration for the Manufacturing Services.

   3.5. Both parties acknowledge that there are no minimum purchase or supply obligations for the Manufacturing Services or the Products under these Manufacturing Services Terms and Conditions.

   3.6. Stoneglass will aim to fulfil all accepted orders and either dispatch or make Products available for collection in accordance with the indicative delivery timeframes referred to in the Manufacturing Services Pricing Schedule.

   3.7. The Customer acknowledges that any times or dates referred to in the Manufacturing Services Pricing Schedule or otherwise in relation to the provision of the Manufacturing Services or Products are estimates only and Stoneglass will not be liable for any delays.

   3.8. Risk of loss or damage to the Products passes to the Customer:

   1. 3.8.1. if delivered to the Customer by a carrier arranged by the Customer, at the time of delivery being made available to the carrier by Stoneglass; or
   2. 3.8.2 if delivered to the Customer by Stoneglass or by a carrier arranged by Stoneglass, at the time of delivery to the Customer.

   3.9. The Customer must keep its password secure and is responsible and liable for all orders placed and actions taken by anyone using the password.

   3.10. The Customer is entirely responsible for the file and/or design sent as part of any order for Manufacturing Services/Products.





4. MANUFACTURING SERVICES FEES AND PAYMENT

   4.1. The Customer must pay Stoneglass the Manufacturing Services Fees for providing the Manufacturing Services/the Products in accordance with this clause 4.

   4.2. The Customer must pay a fee, specified in the Manufacturing Services Pricing Schedule as the 'Data Conversion Fee', if Stoneglass provides the Data Conversion Services to the Customer and the Customer does not return the Data Conversion File to Stoneglass to make the relevant Products within 1 month of providing the Data Conversion File to the Customer.

   4.3. The Customer must reimburse Stoneglass for all reasonable disbursements and expenses incurred by Stoneglass in connection with providing the Manufacturing Services and the Products provided that:

   1. 4.3.1. such disbursements and expenses are as set out in the Manufacturing Services Pricing Schedule; and
   2. 4.3.2. Stoneglass gives details of the expenses incurred.

   4.4. The Customer must, unless otherwise agreed by the parties in writing, pay the Manufacturing Services Fees (and any disbursements/expenses incurred by Stoneglass as contemplated in clause 4.3) within 14 days after receipt of an itemised monthly statement (being the aggregate total of all invoices issued during that preceding calendar month for all Manufacturing Services performed/Products created for the Customer during that preceding month) (Monthly Statement).

   4.5. The Customer acknowledges that interest or additional credit card fees may apply in respect of the Manufacturing Services Fees payable depending on the Customer's selected method of payment.

   4.6. Stoneglass may, in its absolute discretion, increase the Manufacturing Services Fees by amending its Manufacturing Services Pricing Schedule from time to time, such increases to take effect and be applicable in respect of any Orders placed by the Customer after the date that Stoneglass provides written notification to the Customer of the updated Manufacturing Services Pricing Schedule.





5. WARRANTIES AND EXCLUSIONS

   5.1. Without limiting any term of the Stoneglass Connect Software Licence Terms and subject to clauses 3.10 and 6.2, Stoneglass warrants that:

   1. 5.1.1. the Manufacturing Services will be performed using due care and skill; and
   2. 5.1.2. the Products will be of merchantable quality, fit for their disclosed purpose and free from material defects.

   5.2. If at any time during the Term the Customer believes that the Manufacturing Services are defective the Customer will notify Stoneglass in writing of the perceived defect and request a Warranty Service.

   5.3. If, after investigating a request by the Customer in accordance with clause 5.2, Stoneglass verifies the existence of a defect that is not as a result of or related to the Customer's file or design, Stoneglass will provide the Warranty Services as soon as reasonably practicable.





6. LIABILITY AND INDEMNITY

   6.1. To the fullest extent permitted by law Stoneglass will not be liable for and the Customer must indemnify and hold Stoneglass harmless against any claim, loss or damage of any kind whatsoever, including any damage to any person or property (including any indirect or consequential loss or damage, loss of profit or loss of opportunity) directly or indirectly occasioned by or arising from the use or operation or possession of the Products or performance of (or failure to perform) the Manufacturing Services or that otherwise may arise under these Manufacturing Services Terms and Conditions. This indemnity and the indemnity in clause 6.2 will extend to any costs and expenses incurred by Stoneglass and will continue in force notwithstanding the termination of these Manufacturing Services Terms and Conditions.

   6.2. The Customer acknowledges that Stoneglass will not be liable for any Customer file or design as part of any order for Manufacturing Services/Products and the Customer must indemnify and hold Stoneglass harmless against any claim, loss or damage of any kind whatsoever including any damage to any person or property (including any indirect or consequential loss or damage, loss of profit or loss of opportunity) directly or indirectly occasioned by or arising from the use or operation or possession of the those Products manufactured by Stoneglass based on the Customer's file or design.

   6.3. If liability arising from or in relation to the provision of the Manufacturing Services or the Products cannot be excluded the liability of Stoneglass is limited, at the option of Stoneglass, to:

   1. 6.3.1. repairing, replacing or re-supplying the Products or paying the cost of repair or re-supply; or
   2. 6.3.2. re-supplying the Manufacturing Services or paying for the cost of the re-supply of equivalent services.

   6.4. Notwithstanding any other term of these Manufacturing Services Terms and Conditions, the total liability of Stoneglass arising in respect of the Manufacturing Services or the Products and whether in contract, tort (including negligence) or otherwise is limited to the amount of the Manufacturing Services Fees paid by the Customer for the Manufacturing Services or Products in question.

   6.5. The liability of Stoneglass for any loss or damage arising in respect of the Products, or the Manufacturing Services is reduced proportionally to the extent that any act or omission of the Customer or any person (other than Stoneglass, its employees, agents or subcontractors) contributed to the loss or damage incurred.





7. TERM AND TERMINATION

   7.1. These Manufacturing Services Terms and Conditions commence on the date of the Customer's acceptance of these Manufacturing Services Terms and Conditions by registering for the Manufacturing Services and continue for the Term, unless terminated earlier in accordance with this clause 7.

   7.2. In addition to any other termination rights pursuant to law or equity, Stoneglass may terminate these Manufacturing Services Terms and Conditions:

   1. 7.2.1 without cause by 30 days written notice to the Customer; and
   2. 7.2.2 immediately by written notice to the Customer if the Customer has not paid any amounts payable to Stoneglass within 30 days of the date of the relevant Monthly Statement.

8. CONSEQUENCES OF TERMINATION

   8.1. On the termination of the these Manufacturing Services Terms and Conditions all outstanding Manufacturing Services Fees, disbursements, expenses and 'Data Conversion Fees' (as referred to in clause 4.2) owing to Stoneglass pursuant to any Order Form or Monthly Statement must immediately be paid by the Customer.

   8.2. For the avoidance of doubt, termination of these Manufacturing Services Terms and Conditions will not affect any rights or remedies which Stoneglass may have under these Manufacturing Services Terms and Conditions, at law or in equity.