CONDITIONS OF SALE OF ALL GOODS SOLD BY NORWOOD INDUSTRIES PTY LTD

Norwood Industries Pty Ltd (“Norwood”)

GENERAL TERMS AND CONDITIONS AND SECURITY AGREEMENT

1. GENERAL

1.1 Subject to the written agreement of Norwood and the Customer, these terms and conditions apply to the exclusion of all others.

2. ORDERING

2.1 The Customer may order goods using any method at Norwood’s discretion.

3. DELIVERY

3.1 Delivery will be made in accordance with the delivery procedures established between Norwood and the Customer. Norwood will not be liable for any delay in delivery.

3.2 The Customer must bear all charges associated with delivery including all costs associated with removing the goods from its premises. Alternatively, Norwood may permit the Customer to collect goods from Norwood’s premises upon being notified the goods are ready for collection.

4. RISK AND SECURITY

4.1 Any loss, damage or deterioration of the goods passes to the Customer at the time of delivery or when Norwood gives notification the goods are ready for collection.

4.2 Property in the goods supplied by Norwood to the Customer passes to the Customer at such time as the purchase price for such goods has been paid in full, notwithstanding paragraph 4.1. To the extent the full purchase price of the goods has not been paid, the Customer grants Norwood a security interest in the goods under the Personal Properties Securities Act 2009 (Cth) (“PPSA”).

4.3 The Customer agrees that Norwood may apply to register a security interest in the goods at any time before or after delivery of the goods. The Customer waives its right under section 157 of the PPSA to receive notice of any verification of the registration.

4.4 If the Customer defaults in the performance of any obligation owed to Norwood under this Agreement or any other agreement to supply goods to the Customer, Norwood may enforce its security interest in the goods by exercising all or any of its rights under this Agreement or the PPSA. To the maximum extent permitted by law, the Customer and Norwood agree that the following provisions of the PPSA do not apply to the enforcement by Norwood of its security interest in the goods, namely sections 95, 118, 121(4), 125, 130, 132(3)(d), 132(4), 135, 142 and 143.

5. PAYMENT

5.1 Payment for the goods is required upon acceptance of a quote by the Customer unless Norwood has approved a credit account for the Customer, in which case payment of the amount set out in an invoice issued by Norwood must be made within 30 days of the invoice date.

5.2 The Customer must pay to Norwood any costs, expenses or losses incurred by Norwood as a result of the Customer’s failure to pay (“default”) to Norwood on the due date all sums outstanding from the Customer to Norwood (including, without limitation, any debt collection and legal costs).

5.3 Upon default, Norwood may by notice in writing to the Customer;

(i) elect that all monies owing by the Customer to Norwood on any account whatsoever become immediately due and payable in full by the Customer; and/or

(ii) terminate a contract or all or any contracts with the Customer.

5.4 If the Customer defaults in payment of any sum owing to Norwood or breaches any other condition under this Agreement, or commits an act of bankruptcy, or a receiver is appointed, or the Customer goes into liquidation, or official management or some other form of insolvency administration or the Customer ceases to carry on business, Norwood may, without notice, enter the premises of the Customer (or any associated company or agent where the goods are located) in order to inspect the goods and/or retake possession of all or any part of the goods, wherever they may be. The Customer acknowledges, that Norwood will not be liable in trespass for any costs, losses or damages or other expenses suffered by the Customer or any other third party in respect of the entry of such premises, and/or the retaking of possession of the goods.

6. INDEMNITIES

6.1 The Customer indemnifies Norwood and agrees to keep Norwood indemnified from and against all expenses, losses, damages and costs incurred by or awarded against the Customer arising directly or indirectly out of any action, suit, claim or demand by any person in relation to the Customer’s breach of this agreement.

6.2 The Customer accepts responsibility for the accuracy and content of all material printed on behalf of the Customer.

7. OWNERSHIP OF INTELLECTUAL PROPERTY

7.1 Norwood retains all existing and future intellectual property rights that exist in any goods which are created by Norwood for the Customer.

7.2 Should any goods supplied include labels for plants which include a registered or unregistered trademark relating to a plant owned by a person other than the Customer (“licensed trade mark”), the Customer agrees to be bound by the following paragraphs:

7.3 The Customer agrees to use the labels containing a licensed trade mark (“trade mark labels”) strictly in accordance with the National Plant Labelling Guidelines published by the owner of the licensed trade mark (“the trade mark owner”), including guidelines published on the trade mark owner’s website, in relation to:

(i) the use of the licensed trade mark;

(ii) the way in which the plants to be sold using the trade mark label are grown, displayed or promoted; and

(iii) the quality of the plants to be sold using the trade mark label.

7.4 The Customer agrees that if it fails to comply with paragraphs 7.2 and/or 7.3, it will at the request of the trade mark owner deliver to the trade mark owner all remaining trade marked labels using a trade mark belonging to the trade mark owner and cease using all trade marks belonging to the trade mark owner.

7.5 The Customer agrees that the trade mark owner is not obliged to compensate the Customer for the price of trade marked labels returned to the trade mark owner or for any loss arising from compliance with any of the preceding paragraphs.

7.6 The Customer agrees if a trade mark owner, notifies Norwood that the Customer has failed to comply with 7.4 or 7.5, Norwood may refuse to supply the Customer with more of the owner’s trade marked labels.

8. GOVERNING LAW

8.1 These terms and conditions are governed by and are to be construed in accordance with the laws in force in the State of Victoria, Australia.