Sale of Goods Agreement

  1. Agreement to buy and sellIn consideration of payment of the amount due and owing by the Buyer to the Seller, from time to time the Seller sells and the Buyer buys the Goods on the terms and conditions of this agreement.
  2. Placement of ordersThe Buyer must order Goods from the Seller in writing and each order must specify:
    1. (a)  the date of the placement of the order;
    2. (b)  the quantity and description of the Goods ordered;
    3. (c)  a preferred delivery date for the Goods being not less than 7 days from the date of the placement of the order (Delivery Date).
  3. Acceptance of ordersThe Seller may decline any order received from the Buyer by written notice to the Buyer within 3 days of receipt of the order by the Seller.
  4. PaymentUnless stated otherwise The Buyer must pay the price as provided by the Seller, plus the requisite GST, in relation to each order to the Seller within 30 days of the receipt of the relevant order.
  5. Passing of titleTitle to the Goods constituting an order passes to the Buyer free of encumbrances and all other adverse interests upon payment in full by the Buyer being received by the Seller in relation to such order. Until title to the Goods constituting an order passes to the Buyer, the title of the Seller is a security interest.
  6. Rights in relation to Goods
    1. (a)  The Seller reserves the following rights in relation to the Goods until all accounts owed by the Buyer to the Seller are fully paid:
      1. (i)  ownership of the Goods;
      2. (ii)  to enter the Buyer’s premises (or the premises of any associated company or agent where the Goods are located) without liability for trespass or any resulting damage and retake possession of the Goods; and
      3. (iii)  subject to, and in accordance with, the Personal Property Securities Act 2009, to keep or resell any Goods repossessed pursuant to paragraph (ii) above.
    2. (b)  If the Goods are resold, or products manufactured using the Goods are sold, by the Buyer, the Buyer shall hold such part of the proceeds of any such sale as represents the invoice price of the Goods sold or used in the manufacture of the Goods sold in a separate identifiable account as the beneficial property of the Seller and shall pay such amount to the Seller upon request. Notwithstanding the provisions above the Seller shall be entitled to maintain an action against the Buyer for the purchase price and the risk of the Goods shall pass to the Buyer upon delivery.
  7. Passing of riskRisk in each order passes to the Buyer upon delivery of that order to the Buyer or collection of that order by the Buyer’s agent or courier as the case may be.
  8. TermThis agreement commences on the date it is made and ends when terminated in accordance with any express right of termination set out in this agreement.
  9. Termination
    1. (a)  In the absence of any breach of this agreement, either party may terminate this agreement in its absolute discretion with a minimum of 60 days written notice to the other party.
    2. (b)  This agreement will automatically terminate if a party enters into any composition or arrangement with its creditors or has a receiver appointed over any of its assets or is the subject of any resolution or petition for winding up or judicial management (other than for the purpose of amalgamation or reconstruction).
    3. (c)  Either party may terminate this agreement if the other party is in material breach of any of its obligations under this agreement and if the breach is capable of remedy fails to remedy the breach for a period of 30 days after receipt of a written notice by the other party requiring rectification of the breach.
    4. (d)  Exercise of the right of termination afforded to either party under this clause will not prejudice the legal rights or

remedies which either party may have against the other in respect of a breach of any term, condition or warranty of this agreement.

(e) The obligations of the parties that by their nature could reasonably construed as being intended to continue to apply beyond the termination of this agreement will continue to apply.

10. Amendment

This agreement is not to be amended except in writing signed by each of the parties.

11. Personal Property Securities Act 2009 (PPSA)

  1. (a)  This agreement is a security agreement.
  2. (b)  The interest of the Seller in the Goods and all proceeds from the sale of the Goods by the Buyer to a third partyis a security interest.
  3. (c)  The Buyer consents to the Seller registering its security interest on the Personal Property Securities Register and agrees to provide all assistance reasonable required by the Seller to facilitate registration.
  4. (d)  Until such time as title in the Goods has passed to the Buyer as contemplated by clause 7 above, the Buyer agrees not to in any way assign, charge, lease or otherwise deal with the Goods in such a manner as to create a security interest over the Goods in favour of the Buyer or any third party. The parties agree that this clause will not prohibit the Buyer from selling the Goods in the ordinary course of business.
  5. (e)  The Buyer waives its rights to receive any notice under the PPSA (including notice of verification statement) unless the notice is required by that Act and cannot be excluded.
  6. (f)  The Seller and Buyer agree that this agreement and all related information and document(s) are confidential (Confidential Information) and will not be disclosed to unauthorised representatives or third parties, except to the extent disclosure is permitted by this agreement or required by law. The Seller and Buyer agree that the Seller will not disclose the Confidential Information pursuant to a request under section 275(1) of the PPSA.
  7. (g)  Unless the Goods are used predominantly for personal, domestic or household purposes, the Seller and the Buyer agree each of the following requirements or rights under the PPSA do not apply to the enforcement of the

Seller’s security interest in the Goods or of this agreement:

  1. (i)  any requirement for the Seller to give the Buyer a notice of removal of accession;
  2. (ii)  any requirement for the Seller to give the Buyer a notice of the Seller’s proposed disposal of the Goods;
  3. (iii)  any requirement for the Seller to include in a statement of account, after disposal of the Goods, thedetails of any amounts paid to other secured parties;
  4. (iv)  any requirement for the Seller to give the Buyer a statement of account if the Seller does not dispose ofthe Goods;
  5. (v)  any right the Buyer has to redeem the Goods before the Seller exercises a right of disposal; and
  6. (vi)  any right the Buyer has to reinstate this agreement before the Seller exercises a right of disposal of theGoods.

(h) Expressions defined in the PPSA have the same meaning when used in this agreement.

12. Proper law

This agreement is subject to the law of the state of New South Wales in Australia.

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