DEFINITIONS (a) “Vino Vivo Pty Ltd” is Vino Vivo Pty Ltd Australia Limited (A.B.N. 73 607 645 974) and includes its successors and assigns. (b) The “Buyer” is the Company, Firm, Person, Corporation or Public authority to whom this quotation is given or who is an applicant for a credit account or who enters into any contract with Vino Vivo Pty Ltd and includes their successors or personal representatives, (c) “Goods” means the goods or services covered by this quotation or goods sold or services rendered to any buyer. 1. SCOPE This quotation/sale covers supply only of such goods and performance only of such services as are expressly referred to herein. 2. PRICES All prices are based on current manufacturing costs and current costs of materials, labour and insurance, current rates of freight, import duty and currency exchange and all other costs and charges prevailing at the date of the quotation/sale. Should there be any variation in any such costs, Vino Vivo Pty Ltd shall have the right to vary the price to enable it to enjoy the same profit margin as if no variation in the said costs, rates or charges had taken place. On all credit transactions there will be a minimum invoice value of $25.00 for goods supplied. Vino Vivo Pty Ltd reserves the right to revise or vary the price list without notice. 3. G.S.T. The Buyer must pay to Vino Vivo Pty Ltd any amount which is payable by Vino Vivo Pty Ltd in respect of any supply to the Buyer on account of GST. Each charge or fee for a supply rendered by Vino Vivo Pty Ltd does not include an amount to cover the liability of Vino Vivo Pty Ltd for GST on any supplies made under this agreement which are taxable supplies within the meaning of the GST Act. In relation to taxable supplies made under this agreement Vino Vivo Pty Ltd agrees to issue the Buyer with either a tax invoice in accordance with the GST Act or a document satisfying the minimum information requirements set out in GSTR 2000/3 to entitle a recipient of a taxable supply to claim an input tax credit without holding a tax invoice. “GST” means GST as defined in a New Tax System (Goods and Services Tax Act 1999) (“GST Act”). “Supply” means supply as defined in a New Tax System (Goods and Services Act 1999). 4. DELIVERIES 4.1 Any date quoted for delivery is an estimate only and unless a guarantee shall have been given by Vino Vivo Pty Ltd in writing providing for liquidated damages for failure to deliver by the quoted date. The purchaser shall accept and pay for goods if and when tendered notwithstanding any failure by Vino Vivo Pty Ltd to deliver by the quoted date. Written advice to the purchaser that goods are ready for delivery whether in whole or in part shall constitute tendering and the terms of payment shall apply. 4.2 Delivery dates specified in any quotation are based on the supply of goods available at the date of the quotation and may be varied at any time by Vino Vivo Pty Ltd. 4.3 Vino Vivo Pty Ltd reserves the right to deliver by instalments. If delivery is made by instalments the purchaser shall not be entitled: (i) to terminate or cancel the contract; or (ii) to any claim loss or damage howsoever arising for failure by Vino Vivo Pty Ltd to deliver any instalments on or before the quoted date. 5. WARRANTY The conditions and warranties which are binding on Vino Vivo Pty Ltd in respect of the state, quality and condition of the goods supplied by it to the Buyer are those imposed and required to be binding by statute (including the Trade Practices Act 1974) and the extent permitted thereby the liability, if any, of Vino Vivo Pty Ltd arising from the breach of such conditions or warranties shall, at Vino Vivo Pty Ltd’s option, be limited to and completely discharged by either the replacement or repair by Vino Vivo Pty Ltd of the goods supplied to the Buyer and otherwise all other conditions and warranties whether express or implied by law in respect of the state, quality or conditions of the said goods which may apart from this clause be binding on Vino Vivo Pty Ltd are hereby expressly excluded and negatived. 6. DAMAGE OR LOSS IN TRANSIT Vino Vivo Pty Ltd shall be under no liability in respect of any damage or loss occurring after the goods have been delivered at the place or places of delivery. Where goods are returned to Vino Vivo Pty Ltd’s works for replacement of parts under condition No. 6, above Vino Vivo Pty Ltd shall be under no liability in respect of loss of or damage to the goods during transit to or from Vino Vivo Pty Ltd’s works. 7. FORCE MAJEURE Vino Vivo Pty Ltd shall be under no liability for loss of or damage to the goods or any of them caused by factors beyond its control. 8. TERMS OF PAYMENT Unless otherwise agreed, terms of payment are strictly 30 days from invoice date to the buyer and this term as to payment shall be of the essence of the contract. All overdue payments shall bear interest at the rate of one and one half per cent (1.5%) per month (18% per annum). Delay in payment of part or whole of the sum due, based on the Buyers claim that Vino Vivo Pty Ltd has not completed the contract, will not affect liability for the above charge, unless such claim is accepted by Vino Vivo Pty Ltd, or legally proven. Without prejudice to any other right or remedy the Buyer shall indemnify Vino Vivo Pty Ltd against costs, fees, charges and disbursements charged by any solicitor engaged for the purpose of the collection or recovery of monies due and payable by the buyer to Vino Vivo Pty Ltd on an indemnity basis and any fees, charges, disbursements or commissions charged by any mercantile agency or debt collection firm. 9. TITLE TO GOODS Notwithstanding that risk in the goods shall pass to the Buyer as provided herein title to the goods shall remain with Vino Vivo Pty Ltd until all monies owing by the Buyer to Vino Vivo Pty Ltd have been paid in full whether such monies are in respect of monies payable under a specific contract or on any other account whatsoever and until such time the Buyer shall store the goods in a manner which clearly indicates that the goods are owned by Vino Vivo Pty Ltd and the Buyer shall in any event hold the goods as bailee thereof subject nevertheless to its right to deal with the goods in the ordinary course of its business on the basis that it is dealing with the goods as undisclosed agent of Vino Vivo Pty Ltd and any monies received as a result as such dealings shall be held by the Buyer in trust for Vino Vivo Pty Ltd. 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 shall hold such part of the proceeds of such manufacturing or construction process as relates to the goods in trust for Vino Vivo Pty Ltd. Such part shall be deemed to equal in dollar terms to the amount due by the Buyer to Vino Vivo Pty Ltd at the time of receipt of such proceeds. In the event that the Buyer does so deal with the goods but does not obtain payment thereof then the Buyer shall, at Vino Vivo Pty Ltd’s request, assign to Vino Vivo Pty Ltd any debt owing to the Buyer in relation to such dealing and the Buyer hereby irrevocably appoints Vino Vivo Pty Ltd as it attorney with all powers permitted by law for the purpose of effecting any such assignment and to effect a recovery of any such debt in the name of the Buyer for the benefit of Vino Vivo Pty Ltd. In the event that the Buyer fails to pay for the goods as provided herein Vino Vivo Pty Ltd shall be entitled without prior notice to enter upon the Buyer’s premises at any time and retake possession of the goods. The provisions of this clause shall apply notwithstanding any subsequent or other agreement between the parties under which Vino Vivo Pty Ltd or a related body corporate gives the Buyer credit. 10. GOODS RETURNED FOR CREDIT BY THE BUYER Unless written approval is given by Vino Vivo Pty Ltd no credit will be given for product returned. Should goods be supplied incorrectly either as a result of genuine misunderstanding or incorrect identification, the goods may be returned within seven days to Vino Vivo Pty Ltd’s nearest branch freight pre-paid. The goods should be in their original packing and accompanied by a delivery docket or invoice. If goods are required to be returned for credit after seven days, such goods may be returned in their original packing to Vino Vivo Pty Ltd nearest branch freight pre-paid together with a copy of the delivery docket or invoice. Providing the goods are in resaleable condition, credit will be granted less a minimum of 15% restocking fee. 11. STORAGE If as a result of instructions or lack of instruction by the Buyer, or of the Buyer’s inability to take delivery, Vino Vivo Pty Ltd is compelled to store the goods or any part of the goods for more than fourteen days after the Buyer has been notified that they are ready for dispatch, such storage shall be at the Buyer’s risk and expense. 12. ACCEPTANCE OF QUOTATION (a) Acceptance of any quotation shall be notified in writing by the Buyer to Vino Vivo Pty Ltd. Any quotation shall remain open for acceptance for thirty days from its date, unless before receiving notice of acceptance Vino Vivo Pty Ltd shall by notice in writing to the Buyer (which notice shall be effective as from its date) have withdrawn any quotation. (b) Any terms and conditions contained in any order, offer, acceptance or other document of the buyer and all representations, statements, terms and conditions and warranties (whether implied by statute or otherwise) not embodied herein are expressly excluded to the fullest extent permitted by law. 13. WAIVER Waiver by Vino Vivo Pty Ltd of its rights in respect of any breach by the Buyer of an obligation imposed by these conditions shall operate in respect of that branch only, and shall have no effect on the future obligations of the Buyer or the future rights of Vino Vivo Pty Ltd. 14. JURISDICTION The applicant agrees that the terms and conditions applying to any credit account opened in the name of the applicant and the construction and interpretation of it shall be governed by the laws of the State of New South Wales in force for the time being and from time to time, and the parties irrevocably submit generally and unconditionally to the jurisdiction of the Courts of New South Wales in respect of claims, proceeding and matters arising out of or in respect of the said credit account. 15. CHARGE The Buyer hereby charges with payment of any indebtedness to Vino Vivo Pty Ltd all beneficial interest (freehold and leasehold) in land and personal property held now or in the future by the Buyer. The Buyer agrees that if demand is made by Vino Vivo Pty Ltd, the Buyer receiving such demand will immediately execute a mortgage or other instrument of security, or consent to a caveat, as required, and against the event that the buyer fails to do so within a reasonable time of being so requested, the Buyer hereby irrevocably and by way of security, appoints any credit manager or solicitor engaged by the Buyer to be its true and lawful attorney to execute and register such instruments. AGREEMENT TO TERMS & CONDITIONS The applicant hereby applies to Vino Vivo Pty Ltd for a credit account. Should this application be accepted by Vino Vivo Pty Ltd the applicant agrees that the credit account and any contract between Vino Vivo Pty Ltd and the applicant shall incorporate the Vino Vivo Pty Ltd Terms and Conditions of Trade. I/We acknowledge that I/we has/have received a copy of the Terms and Conditions of Trade prior to my/our signing this application. I/We hereby certify that I/we has/have read and understand fully the nature and effect of Vino Vivo Pty Ltd’s Terms and Conditions of Trade. The person signing on behalf of the applicant (or the applicant as the case may be) warrants that: a) they have the authority to sign on behalf of and to bind the applicant. b) the information provided is true and correct in every detail. c) permission is granted hereby to Vino Vivo Pty Ltd to carry out such credit enquiries as Vino Vivo Pty Ltd may in its sole discretion determine. d) Vino Vivo Pty Ltd is authorised hereby to provide such information concerning the applicant to any other parties as Vino Vivo Pty Ltd may in its sole discretion determine. The applicant shall notify Vino Vivo Pty Ltd of any change in the constitution of the applicant or the sale, restructure and/or reorganisation of the business operated by the applicant and agrees that it shall continue to be liable to Vino Vivo Pty Ltd for any sums outstanding on behalf of the applicant until; a) written notice is received from the applicant that it has changed the constitution or structure or the sale of the business. b) the account has been closed and full payment has been received by Vino Vivo Pty Ltd. AGREEMENT TO SEEK FROM OR GIVING TO OTHER CREDIT PROVIDERS DETAILS ABOUT MY/OUR CREDIT WORTHINESS (SECTION 18N (1) (b) PRIVACY ACT 1988) I/We agree that Vino Vivo Pty Ltd Limited may give to and seek from any credit providers named in this credit application and any credit providers that may be named in a credit report issued by a credit reporting agency information about my/our credit arrangements. I/We understand that this information can include any information about my/our credit worthiness, credit standing, credit history or credit capacity that credit providers are allowed to give or receive from each other under the Privacy Act. I/We understand the information may be used for the following purposes: • to assess an application by me/us for credit • to notify other credit providers of a default by me/us • to exchange information with other credit providers as to the status of this application • to assess my/our credit worthiness