Terms and Conditions - J.L. Stewart & Son Pty Ltd

PAYMENT TERMS

1. The terms of payment are strictly payment on delivery (or such period as nominated by the supplier herein). JL Stewart & Son Pty Ltd ACN 000 664 826 ("the Supplier") may, at any time, unilaterally vary the terms of trade in its absolute and unfettered discretion.

2. Should the Customer not pay for the goods or services supplied by the Supplier in accordance with the credit terms as provided herein, or as agreed in writing by the Supplier from time to time, the Supplier shall be entitled to charge an administration fee of 10% of the amount of the invoice payable per year, or part thereof , from the date the goods or services were supplied (and not the day when the Supplier's invoice was payable) until payment by the Customer. This administration fee is payable per invoice issued and charged to the Customer's account monthly.

JURISDICTION

3. The Customer acknowledges and agrees that this agreement shall be governed by the laws of New South Wales, and the laws of the Commonwealth of Australia which are in force in New South Wales.

4. The Customer acknowledges and agrees that any contract for the supply of goods or services between the Supplier and the Customer is formed at the address of the Supplier

5. The parties to this agreement submit to the non-exclusive jurisdiction of the courts of New South Wales and the relevant Federal Courts and Courts competent to hear appeal from those courts.

SECURITY / CHARGES

6. The Customer charges in favour of the Supplier all of its estate and interest in any real property that the Customer owns at present and in the future with the amount of its indebtedness hereunder until discharged.

7. The Customer charges in favour of the Supplier all of its estate and interest in any personal property that the Customer owns at present and in the future with the amount of its indebtedness hereunder until discharged.

PURPOSE OF CREDIT

8. The Customer acknowledges and agrees that the credit to be provided to the Customer by the Supplier is to be applied wholly or predominantly for business or investment purposes (or for both purposes).

9. The credit facilities provided by the Supplier are not transferable by the Customer without the prior written consent of the Supplier. The Supplier may assign this agreement to another party without prior notice to the Customer. The Supplier will give the Customer notice when the assignment has been effected.

FORMATION OF CONTRACT

10. Quotations made by the Supplier shall not be construed as an offer or obligation to supply in accordance with the quotation. The Supplier reserves the right to accept or reject, at its discretio, any offer to purchase received by it. Only written acceptance by the Supplier of the Customer's offer shall complete a contract.

11. Placement of an order, either verbally or in writing, shall imply acceptance of the Supplier's offer and of these terms and conditions.

RETENTION OF TITLE

12. Whilst the Customer has not paid for the goods supplied in full at any time, the Customer agrees that property and title in the goods shall not pass to the Customer and the Supplier retains the legal and equitable title in those goods supplied and not yet sold.

13. Until payment in full has been made to the Supplier, The Customerwill hold the goods in a fiduciary capacity for the Supplier and agrees to store the goods in such a manner that they can be identified as the property of the Supplier, and shall not mix the goods with other similar goods.

14. The Customer shall be entitled to sell the goods in the ordinary course of its business, but until full payment for the goods has been made to the Supplier, the Customer shall sell as agent and bailee for the Suppllier and the proceeds of sale of the goods shall be held by the Customer on trust for the Supplier absolutely.

15. The Customer's indebtedness to the Supplier, whether in full or in part, shall not be discharged by the operation o fclause 14 hereof unless and until the funds held on trust are remitted to the Supplier.

16. The Customer agrees that whilst property and title in the goods remains with the Supplier, the Supplier has the right, with or without prior notice to the Customer, to enter upon any premises occupied by the Customer (or any receiver, receiver and manager, administrator, liquidator or trustee in bankruptcy of the Customer) to inspect the goods of the Supplier and to repossess the goods which may be in the Customer's possession, custody or control when payment is overdue.

17. The Customer will be responsible for the Supplier's costs and expenses in exercising its rights under clause 16. Where the Supplier exercises any power to enter the premises, that entry will not give rise to any action of trespass or similar action on the part of the Cusotmer against the Suppier, its employees, servants or agents.

18. The Customer agrees that where the goods have been retaken into the possession of the Supplier, the Supplier has the absolute right to sell or deal with the goods, and if necessary, sell the goods with the trademark or name of the Customer on those goods, and the Customer hereby grants an irrevocable licence to the Supplier to do all things necessary to sell the goods bearing the name or trademark of the Customer.

CANCELLATION OF TERMS OF CREDIT

19. The Supplier reserves the right to withdraw credit at any time, whether the Customer is in default under the terms of this agreement or not.

20. Upon cancellation with or without notice all liabilities incurred by the Customer become immediately due and payable to the Supplier.

INDEMNITY

21. The Customer agrees to indemnify the Supplier and keep the Supplier indemnified against any claim. This indemnity includes any legal fees and expenses the Supplier incurs in oder to enforce its rights, on an indemnity basis.

PROVISION OF FURTHER INFORMATION

22. The Customer undertakes to comply with any requset by the Supplier to provide further information for the purpose of assessing the Customer's creditworthiness, including an updated credit application.

23. If the Customer is a corporation (with the exception of a public listed company), it must advise the Supplier in writing of any alteration to its corporate structure (for example, by chaning directors, shareholders, or its constitution). In the case of a change of directors or shareholders the Supplier may ask for new guarantors to sign a guarantee and indemnity.

CORPORATIONS

24. If the Customer is a corporation, the Customer warrants that all of its directors have signed this agreement and that all of its directors will enter into a gurantee and indemnity with the Supplier in relation to the Customer's obligations to the Supplier. The Customer also warrants that it has signed this agreement in accordance with the terms of its memorandum of articles of association or in accordance with the Corporations Act 2001 (whichever is applicable).

TRUSTEE CAPACITY

25. If the Customer is the trustee of a trust (whether disclosed to the Supplier or not), The Customer warrants to the Supplier that:

(a) the Customer enters into this agreement in both its capacity as trustee and in its personal capacity;

(b) the Customer has the right to be indemnified out of trust assets;

(d) if the Customer retires as trustee of the trust or appoints any new or additional trustee, the Customer will notify the Suppiler in writing.

The Customer must give the Supplier a copy of the trust deed upon request.

PARTNERSHIP

26. If the Customer enters into this agreement as partners, the Customer warrants that all of the partners have signed this agreement and that all of the partners will enter into a guarantee and indemnity with the Supplier in relation to the Customer's obligations to the Supplier.

27. If the Customer is a partnershipm and it alters its partnership (for example, adding or removing partners or altering its partnership agreement), then notice in writing must be given to the Supplier. In the case of a change of partners, the Supplier may ask for new guarantors to sign a guarantee and indemnity.

INSOLVENCY

28. If the Customer becomes insolvent, the Customer remains liable under this agreement for payment of all liabilites incurred hereunder. The Customer remains liable under this agreement even if the Supplier receives a dividend or payment as a result of the Customer being insolvent.

WAIVER

29. A waiver of any provision or breach of this agreement by the Supplier must be made by an authorised officer of the Supplier in writing. A waiver of any provision or breach of this agreement by the Customer must be made by the Customer's authorised officer in writing.

COSTS

30. The Customer must pay for its own legal, accounting and business costs and all costs incurred by the Supplier relating to any default by the Customer. The Customer must also pay for all stamp duty and other taxes payable on this agreement (if any)

31. The Customer will pay the Supplier's costs and disbursements incurred in pursuing any recovery action, or any other claim or remedy, against the Customer, including debt recovery fees and legal costs on an indemnity basis. Such costs and disbursements will be due and payable by the Customer to the Supplier irrespective of whether pursuit of the recovery action, claim or remedy is successful.

TAXES AND DUTY

32. The Customer must pay GST on any taxable supply made by the Supplier to the Customer under this agreement. The payment of GST is in addition to any other consideration payable by the Customer for a taxable supply.

33. If as a result of:

(a) any legislation becoming applicable to the subject matter of this agreement; or

(b) any changes in legislation or its interpretation by a court of competent jurisdiction or by any authority charged with its administration;

the Supplier becomes liable to pay any tax, duty, excise or levy in respect of the amounts received from the Customer, then the Customer must pay the Supplier these additional amounts on demand.

INTEREST RATES

34. The interest rate on any outstanding debts is a fixed rate of 15% per annum, calculated daily and charged to the Customer's account monthly.

POWER OF ATTORNEY

35. The Customer appoints as its duly constituted attorney the Supplier's company secretary from time to time to execute in the Customer's name and as the Customer's act and deed any real property mortgage, bill of sale or consent to any caveat the Supplier may choose to lodge against real property that the Customer may own in any Land Titles Office in any state or Territory of Australia, even though the Customer may not have defaulted in carrying out its obligations hereunder.

SET-OFF

36. All payments required to be made by the Customer under this agreement will be made free of any set-off, or counterclaim and without deduction or withholding.

37. Any amount due to the Supplier from time to time may be deducted from any monies which may be or may become payable to the Customer by the Supplier.

MISCELLANEOUS

38. The Supplier is not liable for any loss caused to the Customer by reason of strikes, lockouts, fires, riots, war, embargoes, civil commotions, acts of God or any other activity beyond the Supplier's control.

39. In relation to the supply of goods, the Supplier's liability is limited to:

(a) replacing the goods or supplying similar goods;

(b) repairing the goods;

(d) providing the cost for having the goods repaired.

40. In relation to the supply of services, the Supplier's liability is limited to:

(a) supplying the service again; or

(b) providing for the cost of having the services supplied again.

41. The Supplier is not liable, whether claims are made or not, for loss of profit, economic or financial loss, damages, consequential loss, loss of opportunity or benefit, loss of a right or any other indirect loss suffered by the Customer.

SEVERANCE

42. If any provision of this agreement is not enforceable in accordance with its terms, other provisions which are self-sustaining are, and continue to be, enforceable in accordance with their terms.

43. If any part of this agreement is invalid or unenforceable, that part is deleted and the remainder of the agreement remains effective.

VARIATION

44. The Customer agrees that these terms and conditions may be varied, added to, or amended by an authorised officer of the Supplier at any time by written notice to the Customer.

45. Any proposed variation to these terms and conditions by the Customer must be requsted in writing. The Supplier may refuse any such request without providing reasons either orally or in writing.

ENTIRE AGREEMENT

46. This agreement constitutes the entire agreement between the parties relating in any way to its subject matter. All previous negotiations, understandings, representations, warranties, memoranda or commitments about the subject matter of this agreement are merged in this agreement and are of no further effect. No oral explanation or information provided by a party to another affects the meaning or interpretation of this agreement or constitutes any collateral agreement, warranty or understanding.

PRIVACY ACT

47. The Customer agrees to the terms of the Privacy Act 1988 ("the Privacy Act") authorisation contained in this document.

E-mail: info@jlstewart.com.au

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