RENNIKS GROUP TRADING TERMS AGREEMENT

GENERAL
These standard trading terms apply to all purchases of Goods by you from us. They are supplemented by any additional trading terms published by us and applicable at the time of purchase. We expressly reject any terms you propose that vary or add to our trading terms. These standard trading terms can be varied only in accordance with either changes or additions published by us from time to time about these standard trading terms or by written agreement between us and you expressly stating that the agreement varies these standard trading terms. These trading terms apply notwithstanding any forbearance or failure by us to enforce any of the terms, any course of conduct by the parties and despite any industry practice to the contrary.

ORDERS
1.1 All orders must be made via the Renniks Trade Portal (trade.renniks.com)
If you cannot use the Trade Portal, other systems can be negotiated.
1.2 Orders will only be accepted by us in accordance with our trading terms as supplemented by any additional terms published by us and applicable at the time of purchase.
1.3 We will accept the return of goods only if we have issued an authorised return number in respect of those Goods indicating our acceptance of your written notification of a discrepancy given in accordance with the trading terms.

PRICE
2.1 Prices are subject to change without notice.
2.2 The price for Goods is inclusive of GST. You must pay all GST arising from the supply of the Goods to you.
2.3 On approval of credit application payment is strictly nett 30 days from the issuance of an account statement at the end of each calendar month. Goods invoiced during each month will appear on account statements.
2.4 Overdue accounts not paid in full within 60 days from the issuance of account statement will be refused further credit.
2.5 Accounts over 90 days past due may be forwarded to a Collections Agency.
2.7 You must inform us by email of any invoice discrepancies within 7 days of the invoice date.

DELIVERY
3.1 Unless notified of a preferred shipper and account number we will arrange delivery of the Goods to you.
3.2 We will make all statements or forecasts of delivery times in good faith but these are estimates only.
3.3 You must notify us within 7 days of delivery of any shortages in the quantity of Goods delivered compared with the quantity of Goods ordered. We will investigate your claim within reasonable time. If we are satisfied that there was a shortage then we will make it up (and this is the maximum extend of our potential liability).
3.4 We are not liable to you for any loss or damage arising directly or indirectly from any delay in delivery of, or failure to deliver the Goods. If we are unable to deliver the Goods to you we will notify you.

TITLE & RISK
4.1 Until you have paid us the price for the Goods supplied under each invoice:
a) We are and remain the legal and equitable owner of the Goods;
b) You hold the Goods as a fiduciary bailee for us and you must store the Goods safely; and
c) You grant us, our employees and authorized representatives an irrevocable licence to enter the premises (or any other premises either under your control or where the Goods are stored on your behalf) at any time to inspect the Goods and, if you default in paying for those Goods, to use reasonable measures to take possession of the Goods without liability for trespass, negligence, payment of any compensation to you, another person or otherwise. Any excuse of this right is without prejudice to any other rights we may have against you, including the right at all times to make a claim against you for the invoiced price of the Goods, when due and payable.
4.2 Clause 4.1 also applies until you have paid all monies owing to us on any account whatsoever, including any costs incurred by us because of your failure to pay or late payment of any such monies and the cost incurred by us in recovering the Goods from you.
4.3 When we receive payments from you, we are entitled to allocate them to outstanding invoices as we see fit.
4.4 Notwithstanding clause 4.1, you may subject to clause 4.5, re-sell and deliver the Goods in the ordinary course of business but if you:
a) are paid for that sale, you hold all the proceeds of sale on trust for us and you must promptly pay those proceeds to us (keeping them separate and identifiable from you other funds until you have done so);
b) Intermingle those proceeds of sale with your other funds, you acknowledge that we have a beneficiary interest in those intermingled funds to the extent of the monies owing by you to us; and
c) are not paid for that sale, you must assign to us, if we so elect by notice in writing, your claims against the person who bought the Goods from you. For this purpose you irrevocably appoint us as your representative.
4.5 Your right to re-sell the Goods pursuant to clause 4.4 ceases if we exercise our right to the return of the Goods pursuant to this clause. You also acknowledge that any purported exercise of your rights under clause 4.4 once we elect to exercise our rights for the return of the Goods (either by notice in writing to you or by physical recovery of the goods pursuant to clause 4.1(c)) would be outside the ordinary course of your business.
4.6 Notwithstanding the operation of this clause risk in the Goods (including responsibility for insurance) passes to you upon delivery of the goods to you.

WARRANTY
5.1 We warrant that the Goods are of merchantable quality and are fit for the purposes those Goods are ordinarily used.
6.2 The warranty in Clause 5.1 operates for the period (if any) specified for any particular Good on the packaging or any other written materials that accompany them.
5.3 If any particular Good does not conform to the warranty in clause 5.1 then:
a) At our request, you must send the Good to us (at your own cost); and
b) If we agree that the Good does not conform to our warranty, we will replace that Good and return it to you (at our cost).
5.4 To the maximum extend permitted by law:
a) us replacing the Good pursuant to Clause 5.3(b) is the limit of our liability to you; and
b) we are not liable to you or any other person, whether in contract, tort or otherwise, for more than the price paid by you for the Goods.
5.3 This warranty does not cover damage to the Goods from misuse, accident or neglect by you or your customer or you or they do not follow any applicable care instructions.
5.4 To the maximum extent permitted by law, we are not liable in any circumstances for:
a) any injury, damage or loss, including consequential damage or loss (including without limitation loss of the market, loss of profit or loss of contracts) whether arising directly or indirectly, whether arising in contract, tort, in equity or on some other basis, to people or property arising out of us supplying the Goods to you (or you supplying the Goods to another person including a consumer who used them) including because of any latent of other defects therein; or
b) an loss or damage to the Goods or caused by the Goods whilst in transit.

DISTRIBUTION CHANNEL
6.1 You acknowledge that our marketing policy limits the distribution of our Goods to shops and other approved outlets in the region, state, country of other territory approved by us.
6.2 You may only sell our Goods to consumers for end use and through designated outlets approved by us.
6.3 You must not sell or divert our Goods at any place other than the outlets approved by us or through or to any other entity or person for resale, or to any entity or person who you know or should know intends on re-selling the Goods.
6.4 You must not sell, or offer for sale, the Goods by any means other than the physical display of the Goods at an approved outlet, including by mail order or through the Internet or by any other electronic means without prior written consent from us. You may advertise.
6.5 You acknowledge that damages will not be an adequate remedy for breach of this clause and that we may immediately cease trading with you and obtain injunctive or other equitable relief.

TERMINATION
7.1 In addition to clause 7.2, either party may close the trading account at any time upon giving 90 days notice in writing to the other, which you acknowledge and agree is a reasonable notice period.
7.2 Notwithstanding clause 7.1 we may close the trading account at anytime with immediate effect upon giving notice in writing to you if either you have breached these trading terms or we have grounds for suspecting that you are or may be, or may be about to become, unable to pay your debts as and when the become due.
7.3 You must indemnify us for all costs (including legal costs on a solicitor own client basis) we occur arising either during the term of this Agreement from you breaching these standard trading terms, pursuant to clause 4.1(c), in enforcing these standard trading terms upon termination.
7.4 Termination of this agreement pursuant to this clause is without prejudice to rights accruing to either party up to the date of termination.

INTELLECTUAL PROPERTY
8.1 You must not advertise or use our name, trade marks or other intellectual property in any manner without prior written consent and must immediately cease using them at our request.

MISCELLANEOUS
9.1 The Laws of NSW, Australia govern these standard terms of trade. The parties submit to the jurisdiction of its courts.
9.2 Applicants purchase attests financial responsibility, ability and willingness to pay our invoices in accordance with our terms.

AGREEMENT TO TRADING TERMS
This section must be completed and signed by at least two partners or directors, unless in the case of sole traders or sole directors.

PRIVACY ACT 1988
Information requested in this account application is required to be supplied before Renniks Group Pty Ltd ABN 031002213532 (“Renniks Group Pty Ltd”) will agree to assess my account application. We acknowledge and consent to Renniks Group using my personal and/or corporate information (“Information”) in the Trading Account Application for the primary purpose of assessing my application for credit. We acknowledge that if the information about me is not provided to Renniks Group it may result in Renniks Group being unable to process or accept this application, to operate or administer the credit facility (if any) that is established.
We agree that Renniks Group may use or disclose the information for the following additional purposes: checking my credit worthiness, administrating the application and my account, performing administrative tasks, managing business operations, providing future products and telling me about products and services of Renniks Group or other organisations.
We understand and agree to Renniks Group disclosing the information to its credit agencies, credit reporting agencies, other financial institutions and credit providers, other companies that Renniks Group deals with, and my nominated referees subject to the restrictions imposed on Renniks Group by the Privacy Act 1988.
Subject to the Privacy Act 1988, we agree to Renniks Group obtaining or giving information about my personal and/or corporate activities and personal and/or corporate credit worthiness from or to a credit reporting agency or other credit providers and for Renniks Group to use that information in assessing this application and whether to provide ongoing credit.
We acknowledge that we may have access to my personal information collected and held by Renniks Group, and also have access to Renniks Group’ Privacy policy. We acknowledge we may contract Renniks Group for access to my personal information held by contracting Renniks Group Privacy Officer by mail.