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RE: LETTER OF ENGAGEMENT TO SUPPLY HEMPBLOCK PRODUCTS

Dear 

Thank you for choosing to use our HempBLOCK products on your latest project. This document sets out our terms of our engagement, the scope and nature of the products to be provided, the work to be performed by us and any additional services you may require. It is our understanding that you wish to engage us to provide our HempBLOCK products, as detailed below, to be used as walling insulation, cladding or wall system in the construction of your new building project located at:

Based on the plans or other details you have provided to us, the provisional cost summary below outlines the products you will require from us, their estimated quantities and total estimated cost to you, including
estimated shipping costs as per :

Quotation # 

Dated  Amount

Engagement
You understand that by engaging us you agree to pay for the above products including the shipping costs exfactory to your above address or otherwise mentioned and that goods will be ordered and shipped once we have received confirmation of your payment to us.

Fee and Payment Structure
When receiving this document signed and dated, HBA will send out an invoice for the amount mentioned
above.

Terms
The sale of our products shall be under the terms and conditions attached.

Additional Information
Please note the shipping costs included at this time are an estimated amount only. Once payment is received the shipping schedule is arranged and an ETA will be send out to you.

ENGAGEMENT TERMS AND CONDITIONS OF SALE

All sales by HempBLOCK International Pty Ltd (“HempBLOCK”), unless covered by a prior existing written agreement signed by HempBLOCK, are subject only to the following terms and conditions (“these terms”). Any terms in Customer’s purchase order or any other Customer document which are in addition to or are contrary to these terms are hereby rejected.

Prices and Shipping
Except as limited below, the current price list supersedes all previous price lists. Published prices are subject to change without notice. Except as expressly stated on the face of the invoice, all products are shipped F.O.B. origin, with transportation, packaging and insurance charges pre-paid and added to the invoice. Customer should indicate when ordering if an alternative method is desired, and provide its
freight management information to HempBLOCK.

Tax
Prices do not include customs duties, GST, or sales, use, excise, or other similar taxes. All such taxes and any personal property taxes or other similar taxes assessable on Products after delivery to the carrier shall be paid by the Customer. Unless Customer provides HempBLOCK with a valid tax-exempt certificate with the order, such taxes will be added to the invoice.

Payment and Additional Terms
Payment for all products shall be made in advance as per draw down schedule. If an order for products is cancelled at any time prior to delivery of some or all of the products, HempBLOCK shall return the purchase price to the Customer, but shall be entitled to retain a reasonable amount of the purchase price to cover its costs for storage, booking fees, transport and reselling the products.

Freight Policy, Delivery & Risk of Loss
Except as expressly stated on the face of the invoice, all products are shipped F.O.B. origin. Title to, and risk of loss or damage to products shall pass to Customer on HempBLOCK’s delivery of products to the carrier. HempBLOCK will select a carrier and arrange shipment. Times between order and delivery of product may vary. HempBLOCK shall not be responsible for any loss or liability suffered by Customer as a result of failure of delay in the delivery of products. All rush orders (as requested by Customer, with delivery sooner than by HempBLOCK's standard delivery) will be assessed a service charge as advised by HempBLOCK to Customer, in addition to the freight charges for that special delivery, notwithstanding any other agreement
with regard to freight charges.

Partial Shipments and Special Orders
Due to the demand for certain products, HempBLOCK cannot guarantee that every product will be available for immediate shipment. In the event a back-order occurs, partial shipments will be made where possible. The invoice will indicate any products on back-order. If partial shipments are not acceptable or practical, every effort will be made to ship the complete order at the earliest possible time.

Warranty
Unless otherwise stated on HempBLOCK' s website available at www.HempBLOCKinternational.com, HempBLOCK warrants its products against breakage or failure to the end customer for a period of one year from the date of end customer’s purchase of the product. If an express warranty is given for a product sold for single use, no warranty shall extend to any subsequent use. If a product fails to function in normal use due to defects in materials or workmanship, HempBLOCK will repair or replace such product after HempBLOCK’s product inspection. Any product which, upon examination by HempBLOCK is found to be defective in material or workmanship will be repaired or replaced within the warranty period free of charge at the option of HempBLOCK. The warranty does not apply to damage caused by misuse or mistreatment of the product. The warranty is void if the products have been altered in any manner. THIS WARRANTY IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS AS STATED ABOVE AND THERE IS NO OTHER
IMPLIED OR EXPRESSED WARRANTY OR GUARANTEE, INCLUDING ANY ORAL OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. HEMPBLOCK SHALL NOT BE LIABLE FOR ANY
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL LOSS, DAMAGE, OR EXPENSE (INCLUDING LOST PROFITS, SPECIAL, INDIRECT OR EXEMPLARY DAMAGES,) DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, INABILITY TO SELL, USE OR LOSS OF USE OF ANY PRODUCT. IN NO EVENT SHALL HEMPBLOCK'S
LIABILITY ARISING IN CONNECTION WITH ANY PRODUCT SOLD (WHETHER SUCH LIABILITY ARISES FROM A CLAIM UNDER CONTRACT, WARRANTY, TORT, OR OTHERWISE) EXCEED THE ACTUAL AMOUNT PAID BY CUSTOMER TO HEMPBLOCK FOR THE PRODUCTS INVOLVED IN SUCH CLAIM. THE LIMITATION IN THE SECTION SHALL NOT BE DEEMED TO PRECLUDE ANY LIABILITY WHICH, UNDER APPLICABLE PRODUCTS LIABILITY LAW, CANNOT LEGALLY BE PRECLUDED BY CONTRACT.

Patent Indemnity
HempBLOCK warrants that the sale of products pursuant to these terms is not an infringement of any valid patent; provided, however, that HempBLOCK’s liability under these terms shall be limited to not more than the purchase price of the products found to infringe. This warranty is given upon condition of Customer's
prompt notification to HempBLOCK when any such infringement in alleged or threatened.

Intellectual Property
As between the parties, title and all ownership and intellectual property rights to any intellectual property included in the products acquired by Customer remain with HempBLOCK and do not pass to Customer. HempBLOCK hereby grants to Customer a non-exclusive license to use such intellectual property only in connection with Customer's use of the products. Customer may not reproduce or disclose to any
third party any portion of such intellectual property, and may transfer it only in conjunction with a transfer of the product, which are subject to these same restrictions.

Acceptance and Claims
Customer shall promptly inspect products upon receipt and notify HempBLOCK of any alleged defects, damage or shortage. Customer may reject any product which fails to meet applicable specifications. Customer is responsible for the entire amount of the shipment unless Customer notifies HempBLOCK of any discrepancy within ten (10) days of receipt of goods.

Privacy Notice and Confidentiality
Any privacy information collected or used by HempBLOCK in connection with these terms shall be governed by the Privacy Act 1988 (Cwlth). This document may contain confidential information. If Customer is not the intended recipient, Customer is advised that any unauthorized use, disclosure, copying, distribution, or any action in reliance on the contents of this document is strictly
prohibited under applicable law. If Customer has received this document in error, Customer shall immediately notify HempBLOCK via telephone, fax, or email to arrange for the return or destruction of all enclosed information.

Excusable Delays
If the performance of any obligation is prevented, delayed, restricted, or interfered with in any way by reason of any Act of God, fire, flood, pandemic, explosion, failure of machinery, strikes, lockouts, or labor trouble, supply of fuel, power, materials, containers or transportation, or any other act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt
notice to the party to whom the performance is due, shall be excused from such performance to the extent of such interference. Each party shall use reasonable efforts to remove or resolve such interference with performance as promptly as reasonably possible.

General
No representation, promise, waiver, amendment, or modification of these terms shall be binding, unless in writing and signed by the parties. All orders and transactions are subject to the laws of Queensland. HempBLOCK and Customer hereby irrevocably consent to the exclusive jurisdiction of the courts in Queensland. Customer’s acceptance of the products shall constitute acceptance of all these
terms. Any resale or distribution of the products by the Customer is prohibited, except with express prior consent in writing by HempBLOCK. The captions for these terms are for convenience only and do not modify or explain any of the terms.

Confirmation of Terms
I/We hereby accept the terms of your engagement letter.