A Mark Group

77 ph: 1800 804 297 e: sales@amarkgroup.com.au TERMS & CONDITIONS The terms and conditions (“Terms”) upon which A-MARK IND PTY. LTD ABN 48 088 300 010 t/a AmarkGroup (“Supplier”) is prepared to supply goods and services ( “Goods”) to the customer (“Customer”) are set out in this document. These Terms apply to the supply of Goods by the Supplier to the Customer from time to time. Any supply of Goods by the Supplier to the Customer made after the date of acceptance of these Terms is a supply pursuant to the supply agreement constituted by these Terms and the relevant order accepted by the Supplier and any such supply does not give rise to a new or separate agreement. 1. GENERAL The following are the Terms for Goods supplied from time to time unless different Terms are agreed upon at the time of a particular sale, in which case other Terms and Conditions shall prevail to the extent of any inconsistency. 2. PRICES Prices are subject to variation without notice and Goods and services will be invoiced at prices current at the time of their provision unless otherwise agreed in writing. 3. GOODS & SERVICE TAX (GST) GST will be applicable to every purchase from the Supplier. GST will be charged at the prevailing percentage rate, as set by the Australian Taxation Office and relevant State and Federal Government laws. Exemption from GST will only be granted where the Customer furnishes any necessary paperwork to the Supplier within the time required by the Supplier. 4. PAYMENT a) Unless otherwise agreed payment for Goods shall be made on their provision to the Customer. b) In the event of the Supplier granting a credit facility to the Customer upon application being made by the Customer on the Supplier’s standard Credit Application Form, the following terms of payment shall apply. (i) An invoice will be sent to the Customer upon the supply of Goods and payment of the amount outstanding as shown on the invoice shall be paid on or before the last day of the month following the month in which the Goods were delivered or the services were provided, irrespective of the date upon which any invoice or statement for or in respect of such Goods or services was received. (ii) In the event of default being made by the Customer in the payment of any monies due to the Supplier in accordance with paragraph (i) above or the Customer commits any act of bankruptcy or being a corporation passes a resolution for its winding up or a summons is presented for its winding up or a receiver of property of the Customer or an administrator of the Customer is appointed the amount or amounts outstanding to the Supplier shall immediately become due and payable by the Customer to the Supplier notwithstanding the date of delivery of such Goods or the date of provision of services. (iii) If any monies remain unpaid after falling due for payment as hereinbefore provided, then interest at the rate of two per centum (2%) per month calculated on a daily basis shall accrue and be payable by the Customer on such unpaid monies from the due date for payment until payment. (iv) The Supplier may at its discretion at any time and without any prior notice to the Customer vary, suspend or terminate any credit facilities or arrangements concerning the supply or provision of Goods and services between the Customer and the Supplier without the Supplier incurring any liability to the Customer in so doing. 5. DELIVERY Where Goods are to be delivered by instalments each instalment shall be sold under a separate contract for delivery. If the Supplier fails to deliver an instalment within the agreed time or at all the Customer shall not be entitled to repudiate the contract with regard to any other instalments remaining to be delivered. Contracts for Goods backordered are firm and shall not be rescinded unless agreed in writing by the Supplier. 6. DESCRIPTION a) Any description of Goods is given by way of identification only and use of such description shall not constitute a sale by description. b) The Customer shall be deemed to have accepted that Goods correspond with sample (if any). 7. CLAIMS Any claim against the Supplier must be made in writing within seven (7) days of delivery of Goods except claims for non-delivery which must be made in writing within fourteen (14) days from the date of the invoice. All claims must refer to the relevant invoice number and the date of that invoice and state the reason for the claim. No freight charges for Goods returned at the volition of the Customer shall be acceptable by the Supplier unless authorized by the Supplier in writing prior to return of the Goods. Goods returned for credit may be subject to restocking charges and will be accepted only if received in original condition. The following Goods cannot be returned under any circumstances: a) Any goods specially made or purchased for the Customer; and b) Any goods damaged or altered in any way by the customer. 8. RISK The risk in the goods shall, unless otherwise agreed in writing, pass to the Customer upon dispatch from the Supplier’s warehouse, save and except where the Goods are carried in the Supplier’s own vehicles, in which case the risk in the goods shall pass upon delivery to the Customer or its agent. 9. TITLE a) Goods supplied by the Supplier shall be at the Customer’s risk immediately on delivery of the Customer or into custody on the Customer’s behalf (whichever is the sooner). Title to and property in the Goods supplied will only pass to the Customer when the Goods the subject of any contract have been paid for in full and where payment has been made by cheque the cheque has been cleared for payment by the relevant bank. b) In the event that the Customer shall make default in the payment of any monies due to the Supplier pursuant to these Terms and Conditions the Supplier may at its discretion at any time and without prior notice retake possession of the Goods supplied by it and for such purpose the Customer herby irrevocably authorizes the Supplier and all persons authorized by it in that behalf to enter premises upon which the Goods are located for the purpose of so retaking possession of the same and the Customer indemnifies and agrees to keep the Supplier indemnified in respect of all costs, losses, damages and other expenses suffered by the Supplier or any other party as a result of such action on the part of the Supplier. The value of all Goods retaken by the Supplier under the provisions of this sub-clause shall be assessed by the Supplier (whose decision shall be conclusive) and the Customer shall be liable to the Supplier as and by way of liquidated damages for the difference between the purchase price payable by the Customer to the difference and the assessed value of the same as retaken as aforesaid subject to an allowance being given to the Customer for part purchase price (if any) paid by the Customer for these Goods. 10. DELAY The Supplier will use its reasonable endeavors to perform its obligations under any contract for the sale of Goods entered into but failure to do so by reason of, but not limited to, the liability of the Supplier to obtain supplies from its usual sources, strike, combination of workmen, lockout, riot, revolution, war mobilization, epidemic, fire, act of God or any other cause of like or different character whatsoever beyond the control of the Supplier shall not constitute a breach of contract nor shall the Supplier be under any liability to the Customer but the contract shall be deemed to be suspended with liberty to the Supplier at any time to rescind the contract or any unfulfilled part or to renew the contract upon the cessation of the cause preventing performance. 11. PERSONAL PROPERTY SECURITIES ACT (“PPSA”) a) Defined terms in this clause 11 have the same meaning as given to them in the PPSA. b) Supplier and the Customer acknowledge that these Terms constitute a Security Agreement and entitle Supplier to claim a Purchase Money Security Interest (“PMSI”) in favour of Supplier over the Collateral supplied or to be supplied to the Customer as Grantor pursuant to these Terms. c) The goods supplied or to be supplied under these Terms fall within the PPSA classification of ”Other Goods” acquired by the Customer pursuant to these Terms. d) Supplier and the Customer acknowledge that Supplier, as Secured Party, is entitled to register its Security Interest in the Collateral supplied or to be supplied to Customer pursuant to these Terms on the PPS Register. e) To the extent permissible at law, the Customer: (i) Waives its right to receive notification of or a copy of any Verification Statement confirming registration of a Financing Statement or a Financing Change Statement relating to a Security Interest granted