Wholesale Terms and Conditions

Definitions

Australian Consumer Law: the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Claim: includes all actions, suits, causes of action, arbitrations, debts, dues, costs, expenses, claims, demands, proceedings, complaints, objections, obligations, liabilities, interest, verdicts, orders and judgments, including any claim for restitution, unjust enrichment, compensation, reimbursement, contribution, damages or indemnity either at law or in equity or arising under a statute and whether or not the matter giving rise to those claims are known to the parties as at the date of these Terms, actual or contingent.
Confidential Information: means:
- in respect of us:
  - the Group's Intellectual Property Rights:
  - all Information relating to the Goods;
  - all Information we submit or disclose to you;
  - all Information learned or accessed by you from us,

at any time and includes without limitation (but by extension):

Information which at the time of disclosure by us is identified as being confidential;
Information which, of implied necessity, is confidential;
Information which you know or ought reasonably be expected to know is confidential;
any agreement, arrangement or understanding relating to the Goods;
all designs, plans, drawings, specifications, data sheets and information pertaining to the Goods or to any Intellectual Property Rights in the Goods;
all Intellectual Property Rights in the Goods;
all our commercially sensitive documents and information (including customer details, financial data, business plans and personal information); and
the content and subject matter of these Terms,

in respect of you: any Information you give us which you indicate in writing is confidential.

Consequential Loss: any remote or indirect loss or damages, loss of production, loss of revenue, loss of profit, loss of business reputation, business interruptions, loss of goodwill, loss of opportunities, loss of anticipated savings or wasted overheads.
Date for Delivery: means the date of anticipated delivery as stated in the Order Confirmation or such date as agreed by us in writing.
Delivery Time: the following relevant date:
- delivery of the Goods within Australia:
  - if we agree to deliver the Goods to you by a third party carrier – the time the carrier takes possession of the Goods, after which point in time the carrier will be deemed to be your agent; or
  - if we agree that you will collect the Goods from us – the time we make the Goods available for collection by you; or
- delivery of the Goods outside of Australia where we advise you in writing that we will not organise transportation and delivery of the Goods, the date and time we make the Goods available for collection at the Named Place (on an EXW, Named Place, Incoterms 2020 basis); or
- to the extent that clause 11 applies – the deemed date of delivery.
Force Majeure Event: means any event or circumstance that:
- is not within our reasonable control; and
- cannot reasonably be prevented or circumvented by us taking reasonable precautions; and
- prevents, hinders or delays us from performing any of our obligations under these Terms including:
  - any act of God or inclement weather;
  - epidemic, pandemic or other government restrictions or public health and safety emergency;
  - war, armed conflict, imposition of sanctions, embargo, blockade, terrorist attack, civil commotion or riots;
  - sabotage, malicious damage or vandalism;
  - any action taken by a Government Agency, including, imposing an export or import restriction, quota or prohibition, or failure to obtain or delay in obtaining a necessary approval, permit, licence or consent, where we have taken all reasonable steps to obtain that approval, permit, licence or consent;
  - labour or trade dispute, strikes, industrial action or lockouts;
  - non-performance by suppliers or subcontractors;
  - interruption, material reduction in the rate of, or failure of any utility service;
  - breakage, failure or malfunction of, or accident involving, any plant, equipment, machinery or other facility owned or operated by us that occurs notwithstanding that we have taken all reasonable steps to avoid or guard against such an event.
Goods: all goods and/or services supplied by us to you, or ordered by you but not yet supplied by us, or that are otherwise made available by us to you, and includes the goods described in an Order Confirmation, Invoice, quote, purchase order or any other document we provide you.
Government Agency: any government or governmental, administrative, monetary, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.
Group: means St Agni Group Pty Ltd ACN 611 050 205 and each of its Related Bodies Corporate and partnerships, and any other entity controlled by any one or more of any such entity and each of their Officers, each a Group Member.
GST: has the meaning given to it in the GST Act.
GST Act: A New Tax System (Products and Services Tax) Act 1999 (Cth).
Information: any information, inventions and ideas, which may be:
- oral, written, recorded or stored by electronic, magnetic, electromagnetic, or in other form, process, media or otherwise in a machine readable form; or
- translated from the original form, re-compiled, made into a compilation, partially copied, modified, updated or otherwise altered.
Invoice: means the relevant document we advise you is, or is labelled as, an 'Invoice' or similar.
Insolvency Event: any of the following:
- if a party is incapable of paying its debts when due and payable;
- if a party enters into a deed of arrangement or an order is made for it to be wound up;
- if a party commits an act pursuant to which bankruptcy or insolvency proceedings may be commenced;
- if an administrator, receiver or receiver/manager, a liquidator, trustee in bankruptcy or similar is appointed to a party, including pursuant to the Corporations Act 2001(Cth); or
- if a party would be presumed to be bankrupt or insolvent by a court in any of the circumstances referred to in the Corporations Act.
Incoterms 2020: means the international commercial terms published by the International Chamber of Commerce which came into effect on 1 January 2020.
Intellectual Property Rights: all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, service marks, designs, patents, circuit layouts, plant varieties, business and domain names, database rights, the right to have confidential information kept confidential (including know how, trade secrets and datasets), inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields existing anywhere in the world, whether or not registered or capable of registration, and any goodwill associated with such activity and any applications, renewals and extensions of such rights.
Loss: any loss including Consequential Loss, liability, damage, cost or expense of a property, personal or other nature arising and whether present or future, known or unknown, actual or contingent, including all legal and other professional expenses on a solicitor client basis incurred in relation to investigating, disputing, defending or settling any Claim (including any Claim based on these Terms).
Named Place: the place we agree in writing to deliver the Goods, which may be our Warehouse, or another location including a port of entry in the country that the Goods are to be delivered, as advised by us to you either in the Order Confirmation or otherwise in writing.
Officers. means officers, employees, consultants, subcontractors and agents.
Order Confirmation: means the relevant document we advise you is, or is labelled as, an 'Order Confirmation' or similar, and includes any document we advise you is, or is labelled as, an 'Interim Tax Invoice' to which the Order Confirmation relates.
Other Property: all of your Secured Collateral, and your present and after-acquired rights and interests in Secured Collateral that is not Personal Property.
Payment Terms Schedule: means the payment terms schedule either as stated in the Order Confirmation, Invoice or otherwise provided to you in writing.
Personal Property: means all of your present and after-acquired personal property (as defined in the PPSA and to which the PPSA applies) and all present and after-acquired personal property (as defined in the PPSA and to which the PPSA applies) in which you have rights.
PPSA: Personal Property Securities Act 2009 (Cth).
Price: the price is the total amount stated in the Invoice for the Goods or as otherwise provided by us to you in writing, excluding GST (unless otherwise confirmed by us to you in writing that the Price is inclusive of GST) but excluding Taxes and Charges.
Privacy Act: Privacy Act 1988 (Cth).
Related Bodies Corporate: has the meaning given in section 9 of the Corporations Act 2001 (Cth).
Sales Channel: the physical locations and/or e-commerce sites we agree you can sell the Goods which are stated on the Order Confirmation or otherwise agreed by us in writing.
Secured Collateral: all your present and future assets, and all your present and after-acquired property, of any nature or description (including any real property), situated anywhere in Australia or overseas and all your legal right, title and interest to or in each of those assets, and each item of that property, at any time.
Security Interest:
- in relation to any Personal Property, a Security Interest as defined in the PPSA;
- in relation to any Other Property means:
  - any security for the payment of money or performance of obligations including a mortgage, charge, lien, pledge, trust, arrangement, caveat, assignment, bill of sale, hypothecation, power, title retention, deposit arrangement or power;
  - right, interest or arrangement that has the effect of giving another person a preference, priority or advantage over creditors including any right of set-off;
  - an easement, restrictive covenant, caveat, priority notice or similar restriction over property; or
  - any agreement to create any of them or allow them to exist.
Stipulated Rate: means the Reserve Bank of Australia’s 'cash rate' for the month in which the interest accrues plus a margin of 10% per annum.
Taxes and Charges: means any amounts in addition to the Price arising from an Order Confirmation or any actual or attempted delivery of Goods to you including fees, taxes, duties, expenses or charges (other than GST or income tax payable by us).
these Terms: these terms and conditions.
Total Price: means the Price plus the Taxes and Charges.
us: all references to “us”, “we”, “our” etc, refers to St Agni Group Pty Ltd ACN 611 050 205.
Warehouse: means a physical warehouse location stated on the Order Confirmation or as otherwise advised by us in writing to you.
you: all references to “you”, “your”, etc refer to the entity or individual noted on any Invoice other form or documentation, or that we otherwise deal with in relation to the Goods (whether or not the Goods are provided), its representatives and if more than one, each of them jointly and severally.

Applicability of Terms

Applicability. These Terms apply from the date of acceptance of an Order Confirmation in accordance with clause 4 and apply to the provision of all Goods whether or not the Goods are provided to you.
Changing these Terms. We may change these Terms if we:
- give you reasonable notice before those changes come into effect (and in any event no less than 14 days' notice) (Change Notice Period); and
- make reasonable efforts to notify you of those changes.

Without affecting any accrued rights or obligations of the parties:

you may terminate the accepted Order Confirmation at any time during the Change Notice Period if the changes will substantially and materially adversely affect you; and
if you do not terminate the accepted Order Confirmation during the Change Notice Period in accordance with clause 2(c), the new Terms will apply from the date immediately after the last day of the Change Notice Period.

Orders and payment

Authority. You warrant that your Officers have authority to enter into and bind you to these Terms and any agreed variation and such authority will not be revoked for the duration that these Terms apply.
All Invoices and Order Confirmations including any schedule, list, annexure or other information we provide to you in writing relating to the Goods (whether provided to you at the same time or not) are subject to these Terms.
Order Confirmation. Any Order Confirmation we give you is open for acceptance for the period set out in the Order Confirmation and, if no date is stipulated in the Order Confirmation, within 14 days from the date we provide it to you. You are responsible for checking the Order Confirmation carefully before accepting it to ensure it is complete, accurate and meets your intended needs and purpose. We may provide you with an Order Confirmation for each request for Goods you make to us.
You accept the Order Confirmation on the date which is the earlier of:
- you signing and returning a copy of the signed Order Confirmation to us by email or post;
- you otherwise notifying us the Order Confirmation is accepted (in writing or otherwise);
- you submitting a purchase order consistent with the Order Confirmation;
- you making full or partial payment in accordance with the Invoice; or
- the Delivery Time.
Instalments. We may supply or deliver the Goods by instalments. Each instalment will be deemed to be sold under a separate contract. You cannot cancel an accepted Order Confirmation (as accepted in accordance with clause 4) if we supply or deliver the Goods in instalments or fail to deliver one of the instalments.
The total amount payable to us by you is the Total Price plus any other amounts payable by you outlined in, or in connection with, these Terms. The Total Price is shown, and must be paid to us in the currency stated in the Order Confirmation or otherwise advised by us to you in writing, which will either be Australian Dollars ($AUD) or United States Dollars ($USD) and final amount is exclusive of GST unless we advise you in writing to the contrary. You are responsible for all Taxes and Charges when making payment to us. If you fail to pay any Taxes and Charges including the associated banking and transfer fees, we may pay those amounts and recover them from you as a liquidated debt payable on demand.
Discounted Price. Any discount applied to the Price (as stated in the Order Confirmation or as otherwise provided to you by us in writing) is subject to us receiving payment in full of all amounts payable to us by you in accordance with these Terms. If you fail to make any payment owed or owing to us within 7 days of the due date for payment in accordance with these Terms, we may disregard any discount applied to the Price and charge you the amount that would have been paid or payable by you had we not provided the discount. To remove doubt, any discount does not apply to any Taxes and Charges except to the extent the Taxes and Charges is levied as a percentage of the Price.
Variation of Total Price before Delivery Time. We may change the Total Price if:
- there is an increase in cost of materials, labour or insurance charges between the date of the Order Confirmation and the Delivery Time;
- we agree to changes to the Order Confirmation including additional or differing Goods;
- a Taxes and Charges is imposed or there is an increase in the Taxes and Charges between the date of the Order Confirmation and the Delivery Time;
- additional Goods are required to be provided to you due to unforeseen or unexpected issues or circumstances beyond our reasonable control including a Force Majeure Event;
- there is a change in any relevant laws or regulations including changes to amounts we may charge for the Goods; and
- any other cause or circumstance beyond our reasonable control including a Force Majeure Event, and

those changes will be provided to you in writing, including any evidence we consider justifies the increase in costs, and you will be bound by the increased price which will be treated as an amendment to the Total Price in the accepted Order Confirmation provided it is before the Delivery Time (Amended Order Confirmation). Payment for all variations as outlined in the Amended Order Confirmation must be made in full in accordance with these Terms as if they were stated in the original accepted Order Confirmation.

Invoicing and payment terms. The Total Price must be paid by you in accordance with the applicable payment terms set out in the Payment Terms Schedule, or if we do not advise you of payment terms you must pay 100% of the Total Price within 30 days from the date we send the Invoice to you without any deduction or set-off. You are responsible for all Taxes and Charges and any GST. If you fail to make a payment in accordance with these Terms, then, without limiting our rights and remedies under these Terms and at general law:
- we may charge you interest at the Stipulated Rate accruing daily and capitalised monthly up to and including the date you make payment in full;
- we have no obligation, and may refuse, to ship any Goods or make them available to you for collection until we have received all amounts owing to us in cleared funds; and
- you will be liable for any Claim or Loss we suffer or incur in relation to recovering, or attempting to recover, amounts you owe us including debt collection agency fees.
Methods of payment. We accept payment by way of electronic funds transfer, direct deposit into a bank account nominated by us to you in writing, corporate debit or credit card limited to Mastercard, Bankcard, Visa or American Express, or Stripe via the CIN7 payment link. Where a payment provides imposes a surcharge, merchant or payment processing fee, you are responsible and must reimburse us at the time of processing for that surcharge, merchant or processing fee.

Delivery

Delivering and transporting. As part of providing the Goods, we will use reasonable endeavours to package the Goods ready for collection in a manner we consider reasonably suitable for transport, but we are not liable to you for any Claim or Loss you suffer or incur as a result of any failure of the packaging resulting in damage to the Goods except to the extent caused by our default or wilful negligence. To remove doubt, we are not a common carrier and, to the fullest extent permitted by law, accept no liability as such.
Delivery will occur at the Delivery Time. You are responsible for any Loss we suffer or incur in respect of delivery including carrier costs, except to the extent caused or contributed to by our default or wilful negligence. This clause applies regardless of if delivery occurs within Australia. The Date for Delivery is an estimate only and we are not liable for any Loss you may suffer or incur as a result of the Delivery Time occurring after the Date for Delivery.
Overseas deliveries. Where you ask for the Goods to be delivered outside of Australia, then the Incoterms 2020 on an EXW (Ex-Works) will apply to the extent they are not inconsistent with these Terms. EXW (Ex-Works). If the Goods are provided on an EXW (Ex-Works) basis in accordance with clause 3, once we make the Goods available for collection from the Named Place, you are responsible for all duties, taxes, government charges, freight, taxes and customers formalities in the destination country. If the Named Place is our Warehouse or some other location in Australia, you are also responsible for exporting the goods from Australia including transportation, insurance, export customs clearance and associated costs including freight.
Unable to deliver. If we are unable to provide the Goods to you on the Date for Delivery and that inability was caused or contributed to by:
- a Force Majeure Event that lasts for no more than 60 days without any act or omission by you – the Delivery Time will be delayed until a date agreed between you and us, and failing agreement, the next available date that we can deliver the Goods to you following that Force Majeure Event;
- an act or omission by you – we are relieved from the obligations to deliver the Goods to you and you are liable for the full amount of the Total Price in the accepted Order Confirmation as if delivery had occurred including any Claim or Loss we suffer or incur as a result; or
- any other event including a Force Majeure Event that lasts for more than 60 days - we will notify you in writing and we may elect to:
  - amend (by mutual agreement) the delivery time for the Goods; or
  - cancel the accepted Order Confirmation and we will refund any amount paid by you and received by us in relation to the Goods we are unable to provide you.

We are not be liable for any Claim or Loss you suffer or incur due to failure by us to deliver under this clause.

All risk relating to the Goods passes to you at the Delivery Time and we are not liable for any Claim or Loss you may suffer or incur from that time including non-delivery of the Goods by a third party, carrier or otherwise.
Loss or damage. After the time you bear the risk of the Goods, if the Goods are lost, stolen, damaged or destroyed, you are liable for any Claim or Loss we suffer or incur as a result and we will be entitled to full payment of the Goods including the Total Price and if the Goods are lost or stolen, the full replacement value of the Goods.
Damaged or defective Goods. Notwithstanding anything to the contrary in these Terms, if Goods are received by you that are damaged or defective, you may give us written notice of rejection of the Goods (Rejection Notice), within 7 days of the Delivery Time.
Evidence of damaged or defective Goods. If you provide us with a Rejection Notice, we may request photographic or other evidence or information from you before we accept your Rejection Notice including how and where the Goods were stored by you. If we reasonably believe the damage and/or defect referred to in the Rejection Notice was caused or contributed by any act, neglect or default on your part (including any damage caused by a third party after the Delivery Time), we may refuse (acting reasonably) to accept a return of the Goods or refund any monies paid by you. If we accept your Rejection Notice, you must return the Goods to us, and provide evidence to our reasonable satisfaction of the Goods having been returned, within 24 hours of us accepting your Rejection Notice provided the Goods have all labels and tags that were attached to them when they were received by you. Once we receive the Goods from you, we will review the condition of the Goods ad notify you in writing whether we will replace or repair the Goods or provide you with a refund. We are not obliged to accept the return of Goods that are not damaged or defective or in circumstances where we have not accepted the Rejection Notice.
Failure to accept delivery. If you fail to take or accept delivery of the Goods at the Delivery Time, then, except where caused by our failure to comply with these Terms:
- delivery is deemed complete on the Date for Delivery; and
- we will invoice you the Total Price plus any Loss that we suffer or incur as a result including additional delivery and waiting fees or storage charges, payable by you immediately on demand.

Cancellation and variation

Variation. If you have not accepted an Order Confirmation in accordance with these Terms, you may request a variation of the Order Confirmation within the first 48 hours of us providing you with the Order Confirmation. If you request, and we agree in writing, to vary the Order Confirmation including altering the Goods in any way (including number or description of Goods), without limiting any other right in these Terms we may charge you any Loss we suffer or incur as a result of those variations.
Changes to Order Confirmation. You may only request an amendment to an accepted Order Confirmation by providing us written notice not more than forty-eight (48) hours after you have accepted the Order Confirmation in accordance with clause 4 (Requested Amendment). Unless we agree in writing to the Requested Amendment, you remain bound by the original accepted Order Confirmation. If we agree in writing to the Requested Amendment without limiting any other right in these Terms we may charge you any Loss we suffer or incur as a result of those variations.
Cancellation. You may only cancel an accepted Order Confirmation by providing us written notice not more than forty-eight (48) hours after you have accepted the Order Confirmation in accordance with clause 4 and provided the Delivery Time has not yet occurred.
Cancelled and changes orders. If you seek to cancel or request an amendment to the Order Confirmation outside of the timeframes in clauses 1 and 5.2 (as applicable):
- before the Delivery Time, you are liable for 50% of the Total Price, payable to us within 7 days; or
- after the Delivery Time, you are liable for the full Total Price plus any Loss we suffer or incur as a result,

and you acknowledge and agree that these amounts we may charge you under this clause is a reasonable estimate of the Loss we may suffer or incur as a result.

Your general obligations

It is your responsibility to ensure (at your cost):
- you have satisfied yourself in all respects that the terms of the Order Confirmation are complete, accurate and fit for your intended needs and purpose;
- you cooperate with us in all matters relating to the Goods including using best endeavours to sell the Goods at a turnover rate agreed by us in writing;
- you make the Goods available for retail sale as soon as reasonably practicable following the Delivery Time;
- you read and comply fully with any document, instrument or other information we provide you including our branding guide;
- you use the Goods for their intended use only and in accordance with these Terms, and any directions, or instructions that we provide you about that Goods;
- you provide us with all information and materials we may reasonably require to provide the Goods to you, and ensure such information is complete and accurate in all material respects;
- you do not admit liability on our behalf in respect of any complaint or Claim in relation to the Goods;
- you do not resolve, settle or attempt to resolve or settle any complaint or Claim in relation to the Goods which may result us incurring any liability to any third party;
- you do not do anything that may affect our reputation or the reputation of the Goods;
- use best endeavours to exclude or limit our liability for breach of any warranties or other legal duties to your customers to the maximum extent permitted by law, including by you inserting an exclusion or limitation of liability provision in any agreements or contract for the sale of Goods;
- where the Sales Channels include e-commerce, you have taken all necessary measure to prevent loss and theft of, and damage to, the Goods including installing appropriate virus protection, anti-hacking and security software;
- where the Sales Channels include a physical premises:
  - the premises is clean and in a good condition;
  - the Goods are well-presented to customers to our reasonable satisfaction; and
  - you have taken all necessary measure to prevent loss and theft of, and damage to, the Goods; and
- you comply with all applicable laws at all times.
Your warranties. You warrant that you will comply fully with your obligations under these Terms including those in clause 1.
Right to enter. You grant us and our Officers an irrevocable licence to enter any physical Sales Channels and any other property we know, or reasonably to believe, the Goods are located to inspect or seize the Goods or otherwise enforce our rights including under these Terms and you will do all things reasonably necessary to assist us in exercising our rights. You indemnify us for any Loss or Claims including damage to property or personal injury as a result of exercising our rights. If we or our Officers seize or retake possession of any Goods, we may deal with them as we think fit and invoice you for the full amount of the Total Price. You will be liable for our Loss as a result of exercising our rights to retrieve the Goods. This clause 3 survives termination of these Terms.
Sales Channels. Goods are sold to you on the condition that you only make them available for retail sale at the Sales Channels. You cannot sell the Goods anywhere other than the Sales Channels without our prior written approval, including any relocation of physical Sales Channels. If you sell or attempt to sell the Goods anywhere other than the Sales Channel without our prior written consent, you will be liable for any Claim or Loss we may suffer or incur as a result. You must not sell the Goods at a wholesale level or to any other person or entity that you know or suspect, or ought reasonably to know or suspect, intends to resell the Goods.
You must obtain our prior written consent to discount the re-sale price of the Goods if the discount is to be applied within the first three (3) months after the Delivery Time.
Third party contracts. We will not be bound by, or liable under, any contract, agreement or arrangement (whether written or oral) you have or enter into with third parties for the sale of, or dealings with, the Goods.
If you are a trustee of any trust, you warrant that:
- you are bound by these Terms both personally (in relation to your own personal assets) and in your capacity as a trustee (in relation to the assets and any business activity of the trust you are a trustee of); and
- you have complete and valid authority pursuant to the trust to execute and enter into these Terms and the consent of the beneficiaries is not required or if required has been obtained.

Warranty and liability

Consequential Loss. Subject to clause 3 we are not liable for any Consequential Loss however caused, suffered or incurred by you in relation to these Terms or the Goods.
Aggregate Liability. Subject to clause 3 our aggregate liability to you under or in relation to these Terms for all Claims whenever made, arising out of any one act, omission or event and any one series of related acts, omissions or events is limited to the Price paid or payable by you, either:
- under the Order Confirmation; or
- if we supply or deliver the Goods by instalments, then under the relevant instalment,

relating to the act, omission or event or the first in the series of acts, omissions or events.

Australian consumer law. Nothing in these Terms is intended to limit any right you may have under Australian Consumer Law (Non-Excluded Guarantees). If Australian Consumer Law, or other law, states there is a Non-Excluded Guarantee in relation to the Goods, and our liability for failing to comply with that guarantee cannot be excluded, but may be limited, except to the extent permitted by law, then our liability for breach of a condition or warranty implied by any legislation, including Australian Consumer Law, is limited to the following remedies (at our discretion):
- the replacement of the Goods or supply of equivalent Goods;
- the repair of the Goods;
- the payment of the costs of replacing the Goods or of acquiring equivalent Goods; or
- the payment of the costs of having the Goods repaired.
Exclusions and limitation of liability. Subject to the Non-Excluded Guarantees, you expressly agree and acknowledge:
- the Goods are provided to you at your sole risk and the Group gives no guarantee, warranty, undertaking or representation in relation to them, including quality, fitness for any purpose, or compliance with any description or sample, or otherwise;
- all information and specifications provided by the Group in relation to the Goods are approximations only and subject to any Non-Excluded Guarantees and small deviations or slight variations from them which do not substantially affect the provision of the Goods will not entitle you to reject the Goods, or to make any Claim in respect of them;
- any advice, recommendation, guide, information or assistance the Group provides in relation to the Goods is given in good faith and believed to be accurate, appropriate and reliable at the time it is given and is provided without any warranty of accuracy, appropriateness or reliability and the Group does not accept any liability or responsibility for any Claim or Loss you suffer or incur as a result of your reliance on same;
- to the maximum extent permitted by law, all warranties and representations other than those expressly set out in these Terms or in the Order Confirmation are excluded;
- to the maximum extent permitted by law, you release and discharge, and indemnify and hold the Group harmless, from and against all Loss and Claims arising out of or in relation to:
  - any defect, deficiency or malfunction in the Goods that arose from (directly or indirectly, wholly or partially) any act, matter or circumstance after the Delivery Time except to the extent caused by our default or wilful negligence;
  - any environmental harm (including land or water contamination) caused by or in relation to the provision of the Goods unless we have failed to take reasonable and practicable measures to prevent the harm and comply with our environmental obligations at law;
  - any breach of the Group's Intellectual Property Rights;
  - any omission, neglect or default by you, your employees, contractors, agents or third parties;
  - use of the Goods by any person (including third parties);
  - any damage to any property caused or contributed to by the Goods except to the extent caused by our default or wilful negligence; or
  - any injury or death of any person caused or contributed to by the Goods except to the extent caused by our default or wilful negligence;
  - recovery and the balance of any amount owing to us; and
  - any demand or action by any person in connection with any Loss arising from or incidental to the provision of the Goods, any request for Goods or the subject matter of these Terms.
- Unauthorised provision of Goods. Any person who provides the Goods without authorisation will void all warranties to the fullest extent permitted by law.

Security Interest, Charge and Mortgage

To secure your obligations under these Terms, including payment of all monies owed or owing by you to us, you:
- grant a Security Interest in; and
- additionally and separately, charge by way of equitable mortgage,

the Secured Collateral to and for the benefit of us:

by way of a Security Interest, in relation to any Personal Property;
by way of specific or fixed charge, in relation to any Other Property;
by way of floating charge, in relation to Other Property, comprising any:
- book debts or other debts;
- moneys, funds or sums of any form or nature, representing or being any credit or balance, whether denominated in Australian or foreign currency, deposited, applied or held by or on behalf of you to, in or into any current, term, deposit or other account held at any time by you with any bank or other financial institution in your name, whether alone, jointly or jointly and severally with any other person, and whether under a single contract or any number of separate contracts; and
- accretions credited to any account specified in clause 1(e)(i) in relation to the principal sums comprising those moneys, funds or sums, whether in the nature of interest or otherwise.
On our request, and without limiting the general nature of the charge outlined in clause 8.1, you will execute any documents and do all things necessary to create, register and perfect a mortgage security or other instrument of security over such property outlined in clause 8.1 on terms satisfactory to us. Where you do not do so within a reasonable time of our request, you irrevocably appoint each officer or solicitor appointed by us to be your true and lawful attorney to execute, register and perfect those security instruments.
You indemnify us on a full indemnity basis (which means you cover all costs that become payable by us including legal costs on an own solicitor client basis) against all Claims and Loss we may suffer or incur in relation to the preparation, registration and perfection of any such charge and mortgage documents.
You acknowledge and agree to:
- consent unconditionally to us lodging a caveat or caveats noting our interest in any of your real property;
- sign any documents and provide all assistance required for us to attend to the registration, perfection and maintenance of any Security Interest including registration of a financing statement or financing change statement;
- ensure our security position, rights and obligations, are not adversely affected by the PPSA;
- not register, or allow a third party to register, a financing change statement in respect of a Security Interest relating to these Terms, without our prior written consent;
- not do anything that does, or may, result in us having less than the security or priority granted to us as we reasonably expected at the time of registering any Security Interest; and
- execute a legal or statutory mortgage over any real property that is Secured Collateral in favour of us.
Instalments under PPSA. For the purposes of the PPSA:
- Goods provided by instalment made under these Terms are not a separate security agreement but form part of these Terms together with any credit application, guarantee or indemnity or other contractual documents with us;
- an instalment contract is, and is deemed to be, a single security agreement for the purposes of the PPSA; and
- these Terms form a continuous security agreement with any prior terms and do not constitute a separate security agreement. This applies regardless of any term to the contrary in these Terms, any invoice or any other document.
Change of details. You acknowledge and agree you will not change your name, ACN or ABN or other details required on the PPSR, without first notifying us in writing.
Contracting out. You acknowledge and agree to waive your right to receive any notice under the PPSA (including notice of a verification statement under section 157) unless the notice is required by the PPSA and cannot be excluded. To the fullest extent permitted by the PPSA, the parties agree to contract out of sections 95, 117, 118, 120, 121(4), 125, the second sentence of section 126(2), sections 129(2), 129(3), 130, 132(3)(d), 132(4), 134(2), 135, 136, 137, 142 and 143. To the extent permitted by law, unless we otherwise agree in writing, you waive your right to receive a verification statement in accordance with section 157 of the PPSA.
Non-disclosure. The parties agree not to disclose information in connection with these Terms not publicly available except if the information is:
- disclosed with the prior written consent of the other party;
- disclosed to each party's officers, employees, auditors, legal or other advisers; or
- required by any law or stock exchange to be disclosed (except this clause does not permit us to disclose any information of the kind referred to in section 275(1) PPSA unless sections 275(7) PPSA applies).

Privacy and intellectual property

Personal Information. If you provide us with personal information (as defined in the Privacy Act) about any individual, you warrant that you have that individual's consent having regard to the Group's privacy policy.
Use of Information. The Group may collect, use and disclose personal information including for purposes of contracting with you under these Terms, monitoring and enforcing Security Interests, providing the Goods to you, processing your payment, business development, debt collection and customer relationship management. Further details of how the Group deals with personal information is set out in the Group's privacy policy on the Group's website, https://www.st-agni.com/pages/privacy-policy. You acknowledge and agree that you have read and agreed to the terms of the Group's privacy policy.
The Group may provide marketing communications to you by email and other means, unless you opt out.
Intellectual property. The Group owns and retains all Intellectual Property Rights in and connected to the Group's business, the Goods and any related materials. You warrant that you will not at any time do any act inconsistent with or which does or might infringe the Group's Intellectual Property Rights. You warrant any drawings, designs, specifications or instructions you provide the Group for the purpose of us providing the Goods will not cause us to infringe any Intellectual Property Rights, trade mark or similar. You indemnify the Group against any Claim or Loss in relation to any actual or alleged infringement:
- of the Group's Intellectual Property Rights;
- the Intellectual Property Rights of another (including a third party),

except to the extent caused or contributed to by the Group's default or wilful negligence.

Force Majeure

Force majeure. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms caused by a Force Majeure Event. If a Force Majeure Event takes place which will, or is likely to affect the performance of our obligations under these Terms:
- we will contact you as soon as reasonably possible to notify you of the Force Majeure Event and provide, if practicable, the predicted date it started and its likely duration; and
- our obligations to provide the Goods under these Terms will be suspended and the time for performing our obligations will be extended for the duration of the Force Majeure Event.
Termination due to Force Majeure. We will use reasonable endeavours to mitigate or minimise the effect of the Force Majeure Event on the performance of our obligations under these Terms. If the Force Majeure Event prevents, hinders or delays the performance of our obligations under these Terms for a continuous period of more than 60 days, either party may terminate the accepted Order Confirmation by giving one weeks' written notice to the other party. If these Terms are terminated in accordance with this clause, we will refund you any amount you have paid to us, less any amounts, costs, charges, expenses or similar, reasonably and actually incurred by us in performing our obligations under these Terms up to the date of termination.

Retention of title

Title. Until you have paid all amounts owing to us under these Terms in full, we retain title in the Goods and you must:
- only sell the Products at the Sales Channels in the ordinary course of your retail business to bona fide customers;
- ensure the Goods are insured including during transport from the following relevant time:
  - where clause 6(a)(i) applies, the time the carrier takes possession of the Goods from us;
  - where clause 6(a)(ii) applies, the time we make the Goods available for collection by you; or
  - where clause 6(b) applies, the time we make the Goods available for collection from the Named Place;
- store the Goods safely and ensure the Goods are protected from damage;
- not alter, remove or tamper with any tags, marks or labels on the Goods or packaging;
- not claim a right or interest in the Goods to secure any liquidated or unliquidated debt or obligation that you claim we owe to you;
- not claim any lien over the Goods;
- not make any representations or give any warranty in relation to the Goods unless expressly authorised by us in writing;
- not create any absolute or defeasible interest in the Goods in relation to any third party except with our prior written consent; and
- provide us and our Officers access to where the Goods are stored to inspect and/or seize the Goods in accordance with these Terms.
You must not agree, attempt, offer or purport to sell, assign, sub-let, lend, pledge, mortgage, let on hire, grant any Security Interest over, or otherwise part with possession or otherwise deal with the Goods other than as set out in these Terms.
Right to Proceeds. If you sell or dispose of the Goods, you will hold the proceeds of sale or disposal on trust for us in a separate bank account to secure payment of any amounts you owe us. Our Security Interest in the Goods continues in any proceeds of sale or disposal. You must not mix the proceeds with any other amount or use them to pay a debt.

Default and termination

Without affecting any other right or remedy available:
- you may terminate these Terms immediately by giving written notice to us if we:
  - commit a material breach of these Terms which is not capable of remedy or if that breach is capable of remedy, fail to remedy that breach within 21 days after being notified by you in writing to do so;
  - suffer an Insolvency Event;
- we may terminate these Terms immediately by giving written notice to you if you:
  - fail to pay an amount due under these Terms;
  - suffer an Insolvency Event;
  - commit a breach clauses 4 and 6.5;
  - commit a material breach of these Terms (other than a breach of clauses 4 and 6.5) which is not capable of remedy or if that breach is capable of remedy, fail to remedy that breach within 7 days after being notified by you in writing to do so;
  - repeatedly breach these Terms (other than a breach of clauses 4 and 6.5) in a manner to reasonably justify the opinion that such conduct is inconsistent with having the intention or ability to give effect to these Terms; or
  - if we believe the ongoing provision of Goods to you will detrimentally affect our business reputation or good standing in the industry.
- On termination under clause 1:
  - each party must promptly return to the other party all equipment, materials, documents and property belonging to the other party;
  - all amounts owed or owing to us become immediately due and payable; and
  - we may, without notice to you:
    - if any amount is owed or owing to us in respect of the Goods, immediately recover possession of the Goods and you waive the right to receive any statutory or PPSA notice;
    - cease providing to you, and cancel future deliveries of, the Goods;
    - exercise any right or remedy available under contract, the PPSA or any other applicable law, including to enforce any Security Interest;
    - commence a Claim including proceedings to enforce payment of any outstanding amounts and any Loss we incur in enforcing our rights.

This clause 12.2 survives termination of these Terms.

Where you are in breach of these Terms, we will not be liable for any Claim or Loss you incur or suffer resulting (directly or indirectly) from the exercise of our rights under these Terms or our failure or delay in providing the Goods to you in accordance with this clause 12. You are responsible for and must indemnify the Group from and against any Loss or Claim the Group may suffer or incur arising from or in relation to your breach of these Terms. The Group does not have to incur and expense or cost before claiming the benefit of the indemnity provided under this clause.

General

Relevant law. These Terms will be construed in accordance with the laws of New South Wales and the parties submit to the exclusive jurisdiction of the New South Wales Courts.
Our Group. You acknowledge and agree that to the extent you provide covenants under these Terms that benefit or apply to anyone other than us, that we accept that covenant as agent for the relevant Group Member so that the Group Member may enforce any rights against you in respect of those covenants including any breaches by you of those covenants.
Our failure to exercise any rights under these Terms will not waive that right, nor will any practice developed between us waive or lessen our respective rights under these Terms.
Any provision of these Terms which is found by a Court of competent jurisdiction or any competent Government Agency to be invalid, illegal or unenforceable, will be severed from these Terms and will be deemed never to have been part of them.
No restraint. No provision expressed or implied in these Terms restricts our right to provide the Goods to third parties.
At any time during or after termination of these Terms, both parties undertake not to disclose any of these Terms, or any Confidential Information except:
- where the information is in the public domain;
- if it is required to be disclosed by applicable law or for use in legal proceedings regarding these Terms;
- where the disclosure is expressly permitted under these Terms;
- to each party's officers, employees and professional advisers to the extent necessary to properly perform all obligations under these Terms or to conduct business generally, in which case each party must ensure such persons keep the information confidential and not disclose it to any other person; or
- if the party to whom the information relates has given its prior written consent.
Any notice, communication or document (Notice) to be given under these Terms must be in writing and given to the other party either by pre-paid post or email to the last notified postal or email address of the other party. Any Notice sent by post will be deemed to be given at the time when by the ordinary course of post it would have been delivered. Any Notice given by email will be deemed to have been given at the time it was sent unless an automated response is received that the email has not been sent.
Entire agreement. Unless agreed otherwise in writing these Terms apply to all Order Confirmations and requests for Goods and includes all schedules, lists, forms and annexures we provide you with. These Terms supersede all prior communications, negotiations, arrangements and agreements, whether oral or written, in respect of any matter the subject of these Terms.
We may assign, licence or transfer our rights and obligations under these Terms to another entity but will always notify you in writing if this happens. You may only assign or transfer your rights or your obligations under these Terms to another person if we agree in writing. A breach of clause 13.9 by you entitles us to immediately terminate an accepted Order Confirmation. If you accept an Order Confirmation via a corporation whose shares are not traded on the Australian Stock Exchange, any change in the corporation's shareholding and/or directorship will be deemed an assignment under this clause requiring our prior written consent, which consent can be withheld in our absolute discretion. We may impose conditions on giving approval including requiring any new shareholder and/or director to provide a personal guarantee and indemnity under any new or existing credit application.
Time is of the essence in these Terms.
Where the GST Act (or any similar tax) applies to any supply under or in connection with these Terms (including any supply as defined by GST Act) and you are required to make payment for that supply to us, then you will pay the applicable GST in addition to the base amount payable.