TERMS AND CONDITIONS OF TRADE

1.1.'Buyer" means the person or company or other entity identified as the Buyer or any person or Seller acting on behalf of and with the authority of the Buyer in these Conditions Of Trade.

1.2'Conditions of Trade' means these terms and conditions of trade between the Buyer and the Seller.

1.3.'Goods' means the goods supplied by the Seller to the Buyer in accordance with these Conditions of Trade and which are described on the Purchase Order (and where the context so permits shall include any supply of Services).

1.4'Price' shall mean the cost of the Goods including any GST and any other additional charges or levies imposed by the Seller less any discounts offered by the Seller and is the price as agreed between the Seller and the Buyer subject to clause 3 in these Conditions of Trade.

1.5'Price List' means the list of prices for Goods as amended by the Seller from time to time and as provided to the Buyer.

1.6'Purchase Order' means the quotations, work authorizations, sales Purchase Order or any other work document that describes the Goods to be supplied by the Seller to the Buyer.

1.7Seller' shall mean Laundry Systems Group Pty Limited ACN 001 476 311 and its successors and assigns.

1.8'Services' shall mean the services supplied by the Seller to the Buyer whether or not in connection with the supply of Goods and includes any advice or recommendations.

2.1.A Purchase Order given to the Seller is binding on the Seller and the Buyer if:

a)a written acceptance is signed for or on behalf of the Seller; or

b)the Goods are supplied by the Seller in accordance with the Purchase Order.

2.2An acceptance of the Purchase Order by the Seller is then to be an acceptance of these Conditions of Trade by the Seller and the Buyer and these Conditions of Trade will override any conditions contained in the Buyer's order.

2.3The Seller reserves the right to accept a part only of any Purchase Order by notifying the Buyer in writing or by delivering the Goods to the Buyer. No Purchase Order is binding on the Seller until accepted by it.

2.4A Purchase Order which has been accepted in whole or in part by the Seller cannot be cancelled by the Buyer without obtaining the prior written approval of Seller, which it may refuse in its absolute discretion.

3.1.At the Seller's sole discretion;

a)the Price shall be indicated on invoice provided by the Seller to the Buyer in respect of Goods supplied; or

b)the Price shall be the Seller's current price at the date of delivery of the Goods according to the Sellers current Price List; or

c)the Price of the Goods shall be the Sellers quoted price which shall be binding upon the Seller provided that the Buyer shall accept in writing the Seller's quotation within thirty (30) days.

3.2Time for the payment for the Goods shall be of the essence and will be stated on the invoice, quotation or any other Purchase Orders. If no time frame is stated then payment is due on delivery of the Goods.

3.3Payment will be made by cash, or by cheque, or by bank cheque, or by direct credit, or any other method as agreed to between the Buyer and the Seller.

3.4The Price shall be increased by the amount of any GST and other taxes and duties which may be applicable, except to the extent those taxes are expressly included in any quotation given by the Seller.

3.5All amounts payable by the Buyer under these Conditions of Trade must be paid without set off or counter claim of any kind.

4.1.Subject to clause 7.1, risk in the Goods passes from the Seller to the Buyer ex-factory.

4.2Delivery occurs when:

a)the Goods are delivered to the Buyer's address as specified on the Purchase Order or other nominated address as agreed to in writing between the parties and prior to the Goods being unloaded from the truck; or

b)the Buyer collects the Goods from the Seller's premises;

whichever is applicable.

4.3If any of the Goods are damaged or destroyed prior to the delivery of the Goods to the Buyer, the Seller is entitled, to receive all insurance proceeds payable in respect of the Goods. The Seller will apply the insurance proceeds as follows:

a)First, in payment of the Price of the Goods that are damaged or destroyed, if unpaid;

b)Second, in payment of the outstanding Price of any other Goods supplied to the Buyer by the Seller whether under the Terms and Conditions of Trade or otherwise.

4.4The Buyer is responsible for all damage to the Goods as the Goods are being unloaded from any truck at delivery.

5.1.The Seller's liability in respect of a breach of a consumer guarantee for any Goods not of a kind ordinarily acquired for personal, domestic or household use is limited to, to the extent permissible by law and at the Seller's option;

a)in relation to the Goods:

i)the replacement of the Goods or the supply of equivalent goods;

ii)the repair of the Goods;

iii)the payment of the cost of replacing the Goods or of acquiring equivalent goods; or

iv)the payment of the cost of having the Goods repaired.

b)in relation to the Services:

i)the supply of the Services again; or

ii)the payment of the cost of having the Services supplied again.

5.2To the extent permitted by law, all other warranties whether implied or otherwise, not set out in these Conditions of Trade are excluded and the Seller is not liable in contract, tort (including, without limitation, negligence or breach of statutory duty) or otherwise to compensate the Buyer for:

a)any increased costs or expenses;

b)any loss of profit, revenue, business, contracts or anticipated savings;

c)any loss or expense resulting from a claim by a third party; or

d)any special, indirect or consequential loss or damage of any nature whatsoever caused by the Seller's failure to perform any obligations in accordance with these Conditions of Trade or delay in delivery of the Goods.

5.3Any claims to be made against the Seller for short delivery of Goods must be lodged with Seller in writing within 7 days of the delivery date.

6.1.Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month.

6.2If the Buyer defaults in payment of any invoice when due, the Buyer shall indemnify the Seller from each claim, action, proceeding, judgment, damage, loss, expense or liability (including legal costs and disbursements, debt collection costs) incurred or suffered by or brought or made or recovered against the Seller in connection with the Buyer's failure to pay on the due date.

6.3.The following are events of "default":

a)any money payable to the Seller becomes overdue, or in the Seller's opinion the Buyer will be unable to meet its repayments as they fall due; or

b)if the Buyer ceases to carry on business or stops or suspends payment or states its intention of so doing or is unable to pay its debts as they fall due or if any cheque or bill of exchange drawn by the Buyer payable to the Seller is dishonored; or

c)the Buyer becomes insolvent, convenes a meeting with it's creditors or proposes or enters into an arrangement with creditors, or makes and assignment for the benefit of it's creditors; or

d)a receiver, manager, liquidator (provision or otherwise) or similar person is appointed in respect of the Buyer or any asset of the Buyer.

6.4In the event of default as defined in clause 6.3, then:

a)the Seller will be entitled to cancel all or part of any Purchase Order of the Buyer which remains unperformed in addition to and without prejudice to any of the Seller's existing rights; and

b)all amounts owing to the Seller will, whether or not due for payment, become immediately payable; and

c)all amounts payable by the Buyer under these Conditions of Trade must be paid without set off or counter claim of any kind; and

d)the Seller may cancel these Conditions of Trade or cancel the delivery of Goods subject of any Purchase Order at any time before the Goods are delivered. To the extent permitted by law, the Seller shall not be liable for any loss or damage whatever arising from such cancellation.

7.1Ownership, title and property in the Goods will not pass to the Buyer until:

a)payment in full for the Goods and all sums due and owing by the Buyer to the Seller on any account have been made by the Buyer to the Seller; and

b)the Buyer has met all other obligations due by the Buyer to the Seller in respect of all contracts between the Seller and the Buyer, and the Goods, or proceeds of the sales of the Goods, shall be kept separate until the Seller receives payment for such Goods and all other obligations of the Buyer under these Conditions of Trade are met.

7.2Until the date of payment;

a)the Buyer has the right to sell the Goods in the ordinary course of business but until the Goods have been sold by the Buyer in the ordinary course of the Buyer's business, the Buyer holds the Goods as bailee for the Seller; and;

b)the Goods are always at the risk of the Buyer.

7.3The Buyer is deemed to be in default immediately upon the happening of any of the events set out in clause 6.3.

7.4In the event of a default by the Buyer in accordance with this clause 7, then without prejudice to any other rights which the Seller may have at law or under these Conditions of Trade:

a)the Seller or its agents may without notice to the Buyer enter the Buyer's premises or any premises under the control of the Buyer for the purposes of recovering the Goods.

b)the Seller may recover and resell the Goods if the Goods cannot be distinguished from similar goods which the Buyer has or claims to have paid for in full, Seller may in its absolute discretion seize all goods matching the description of the Goods and hold same for a reasonable period so that the respective claims of Seller and the Buyer may be ascertained. The Seller must promptly return to the Buyer any goods the property of the Buyer and Seller is in no way liable or responsible for any loss or damage to the goods or for any loss, damage or destruction to the Buyer's business howsoever arising from the seizure of the goods.

c)In the event that the Buyer uses the Goods in some manufacturing or construction process of its own or some third party, then the Buyer must hold such part of the proceeds of sale of such manufacturing or construction process as relates to the Goods in trust for the Seller. Such part will be an amount equal in dollar terms to the amount owing by the Buyer to the Seller at the time of the receipt of such proceeds. The Buyer will pay the Seller such funds held in trust upon the demand of the Seller.

8.1Defined terms in clauses 8.1 to 8.5 have the same meaning as given to them in the PPSA.

8.2The parties acknowledge that these Conditions of Trade constitute a Security Agreement and gives rise to a Purchase Money Security Interest (PMSI) in favour of the Seller as Secured Party over the Goods supplied or to be supplied to the Buyer as Grantor pursuant to these Conditions of Trade.

8.3The Goods supplied or to be supplied under these Conditions of Trade fall within the PPSA classification(s) of "Other Goods" acquired by the Buyer pursuant to these Conditions of Trade.

8.4The parties acknowledge that the Secured Party is entitled to register its interest in the Goods supplied or to be supplied to the Buyer as Grantor under these Conditions of Trade on the PPSA Register as Collateral.

8.5.To the extent permissible at law, the Buyer:

a)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 by the Buyer, as Grantor, to the Seller;

b)agrees to indemnify the Seller on demand for all costs and expenses, including legal costs and expenses on a solicitor/client basis, associated with the;

i)registration or amendment or discharge of any Financing Statement registered by or on behalf of The Seller; and

ii)enforcement or attempted enforcement of any Security Interest granted to the Seller by the Buyer.

c)agrees that nothing in sections 130 to 143 of the PPSA will apply to these Conditions of Trade or the Security under these Conditions of Trade;.

d)agrees to waive its right to do any of the following under the PPSA:

i)receive notice of removal of an Accession under section 95;

ii)receive notice of an intention to seize Collateral under section 123;

iii)object to the purchase of the Collateral by the Secured Party under section 129;

iv). receive notice of disposal of Collateral under section 130;

vi)receive a Statement of Account if there is no disposal under section 130(4);

vii)receive a Statement of Account under section 132(3)(d) following a disposal showing the amounts paid to other Secured Parties and whether Security Interests held by other Secured Parties have been discharged;

vii)receive notice of retention of Collateral under section 135;

viii)redeem the Collateral under section 142; and

ix)reinstate the Security Agreement under section 143.

The Buyer agrees that personal data provided may be used and retained by the Seller for the following purposes and for other purposes as shall be agreed between the Buyer and the Seller or required by law from time to time;

a)provision of Goods; and

b)marketing of Goods by the Seller, it's agents or distributors in relation to the Goods; and

c)analysing, verifying and/or checking the Buyer's credit, payment and/or status in relation to the provision of Goods; and

d)processing of any payment instructions, direct debit facilities and/or requested by the Buyer; and

e)enabling the daily operating of the Buyer's account and/or the collection of amounts outstanding in the Buyer's account in relation to the Goods.

10.1The Seller will not undertake the actual installation or dismantling of Goods or equipment in connection with the Goods unless otherwise agreed between the Seller and the Buyer.

10.2Where the Buyer explicitly instructs the Seller to undertake the installation or the dismantling of the Goods or equipment in connection with the Goods and the Seller agrees to undertake such work subject to the following conditions:

a)the Buyer warrants that prior to, and after the installation or dismantling of the Goods and any equipment in connection with the Goods, the Goods, equipment and any other equipment that is the property of the Seller will be protected from damage, deterioration or other hazard by providing any adequate coverage, security and protection from water, fire or other damaging elements; and

b)any equipment that is not utilized in the installation or dismantling process will remain the property of the Seller; and

c)the Buyer will immediately prior to installation ensure that the site is cleared and free of obstruction and that adequate lighting and electricity services are available for use by the Seller and remove from the site any debris resulting from the installation or dismantling works; and

d)the Buyer is to provide at no cost to the Seller, labour and materials handling equipment for unloading products, transporting them to the installation area and for cleaning the site.

To the full extent permitted by law, the Buyer will indemnify the Seller and keep the Seller indemnified from and against any liability and any loss or damage the Seller may sustain, as a result of any breach, act or omission, arising directly or indirectly from or in connection with any breach of any of these Conditions of Trade by the Buyer or its representatives.

12.1If any provision of these Conditions of Trade is invalid, void and illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

12.2These Conditions of Trade are to be construed in accordance with the laws from time to time in the State of New South Wales and the Commonwealth of Australia.

12.3The Seller reserves the right to review these Conditions of Trade at any time and to amend these Conditions from time to time. If, following any such review, there is to be any change in these Conditions of Trade, that change will take effect from the date on which the Seller notifies the Buyer in writing of such change.