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

1. Terms strictly 30 days nett from the end of the month in which goods are invoiced. Any claim must be submitted within two weeks of delivery.
2. Property and title in all goods supplied by Norwood Industries Pty Ltd ("Norwood") to the customer shall remain with Norwood and shall not pass to the customer until the price of all goods supplied by Norwood to the customer are paid in full to Norwood.
3. 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 whether formal or informal or the customer ceases to carry on business, then Norwood shall have the right to immediately and without the necessity of giving any notice enter the premises occupied by the customer (or any premises of 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 shall not be liable for any trespass or for any costs, losses, 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.
4. Should the customer re-sell the goods supplied to it by Norwood and/or process or combine them into other products which are then sold before title transfers to the customer pursuant to sub-clause (2) the customer hereby agrees that such sales are entered into by the customer as agent and fiduciary of Norwood.
5. Should any of the goods include labels for plants which include a registered or unregistered trade mark relating to a plant owned by a person other than the customer ("licensed trade mark"), the customer agrees to be bound by paragraphs 6 to 11.
6. 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 Nursery & Garden Industry Australia from time to time.
7. The customer agrees to comply with any 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:
   1. the use of the licensed trade mark;
   2. the way in which the plants to be sold using the trade mark label are grown, displayed or promoted; and
   3. the quality of the plants to be sold using the trade mark label.
8. The customer agrees that if it fails to comply with paragraphs 6 or 7, it will, at the request of the trade mark owner:
   1. deliver to the trade mark owner all remaining trade mark labels using a trade mark belonging to the trade mark owner; and
   2. cease using all trade marks belonging to the trade mark owner.
9. The customer agrees that the trade mark owner is not obliged to compensate the customer for the price of trade mark labels returned to the trade mark owner, or for any loss resulting from compliance with paragraph 8.
10. The customer agrees that if a trade mark owner notifies Norwood that the customer has failed to comply with paragraphs 6 or 7, Norwood may refuse to supply the customer with more of that trade mark owner's trade mark labels.
11. The customer acknowledges that Norwood has entered paragraphs 1 to 4 and 10 of these Conditions of Sale on its own account, and paragraphs 5 to 9 as agent for each trade mark owner who owns a licensed trade mark included on a label supplied to the customer.