The following Terms and Conditions apply to any contract for the supply of goods or services by Bickford’s Australia Pty Ltd ABN 12 932 246 834 (“Company”) to the party named in the Credit Application (“Customer”) annexed to these Terms and Conditions (“Contract”). Any other terms and conditions purported to be included by the Customer are hereby excluded. Each time the Customer places an order with the Company the Customer accepts these Terms and Conditions as governing the supply of the goods or services ordered. Amendments to or deviations from these Terms and Conditions must be agreed in writing by the Company.

1. Orders: All orders for goods must be in writing. The Company reserves the right to accept or reject any order in whole or in part for any reason, including without limitation the unavailability of any goods.

2. Payment: Payment for goods supplied must be made no more than 30 days from the end of the month during which the invoice is issued unless otherwise agreed in writing by the Company.

3. Price: Prices quoted are exclusive of GST, which when applicable will be charged to the Customer. Prices quoted shall be subject to variation at the election of the Company at any time on providing notice to the Customer.

4. Interest: Interest on overdue accounts shall be charged at a rate that is 2% above the Company's prevailing bank overdraft rate. Interest accrues from day to day, from the day the relevant invoice was issued by the Company up to and including the day the relevant invoice is paid in full. Any amount of interest, together with the outstanding purchase price is payable by the Customer on demand and, further, the Customer expressly undertakes to pay all such interest.

5. Collection Expenses: Should it be considered necessary by the Company to incur legal and/or other expenses, including any such expenses with any debt collection agency, in obtaining or attempting to obtain payment of any amount due by the Customer, the Customer shall be liable for such expenses. The Customer further acknowledges that those expenses may be calculated on a commission basis at a percentage rate of up to 22% of the amount owing and expressly agrees to pay those expenses irrespective of the amount of work actually performed by the agency. Amounts received by the Company may be applied first against interest, charges and expenses and then to the overdue account.

6. Delivery: Unless otherwise agreed in writing, the Company will arrange delivery of the goods to a metropolitan destination of a capital city within Australia nominated by the Customer and the Customer must pay the delivery charges (if applicable) in accordance with the payment terms set out above. The Company makes no warranty as to time of delivery or the availability of goods and the Customer acknowledges that the Company will not be held liable for any loss or damage (including consequential loss or damage) arising from delay in delivery or for non-delivery. The Company may deliver goods in part with written notice to the Customer. If goods are delivered in part pursuant to such notice, the Customer must accept the part-delivery and pay the percentage of the purchase price represented by the goods delivered.

7. Rejection: The Customer must give the Company written notice within 5 business days of receipt of the goods of any non-conformity to the description of the goods (other than promotional goods), otherwise the Customer will be deemed to have accepted the delivered goods. The Customer waives any right to reject or revoke acceptance after such time. The Company may at its discretion give the Customer a credit for any shortages or damaged goods, which in the opinion of the Company have not been damaged as a result of an insurable occurrence in relation to the Customer or an act or omission on the part of the Customer, or its officers, agents, employees or subcontractors. The Customer must follow the directions of the Company with respect to the isolation or other treatment of nonconforming goods.

8. Charging of Assets: The Customer hereby charges in favour of the Company all its estate and interest in any land and in any other assets, whether tangible or intangible, in which it now has any legal or beneficial interest or in which it later acquires any such interest, with payment of all monies owed by the Customer and consents to the lodging by the Company of a caveat or caveats which note its interest in that real property.

9. Retention of Title: 9.1 Ownership of each unit of the goods will remain with the Company until all amounts owing by the Customer to the Company on any account whatsoever (Amounts Owing) have been paid. Until the Amounts Owing have been paid, the Customer

1. may, subject to clause 9.2, take possession of the goods and hold them as trustee and agent for the Company;
2. must ensure that the goods are insured and stored or identified so that they are readily distinguishable from other
   goods held by the Customer or other persons.

9.2 Until the Amounts Owing have been paid, the Customer has the right to move, sell and otherwise use the goods in the ordinary course of its business, subject to the following:

1. a. the Customer may sell the goods, but only as trustee and agent for the Company (save that the Customer must not
   represent to any third parties that it is acting as agent of the Company and the Company will not be bound by any
   contracts with third parties to which the Customer is a party); and
2. the Customer must hold the proceeds it receives from any sale of the goods as trustee and agent for the Company.

9.3 If the Customer fails to comply with any of these Terms and Conditions then:

1. a. upon request by the Company the Customer must return any goods on which there are outstanding Amounts Owing;
2. the Company may enter the premises at which those goods are stored, and seize possession of them; and
3. the Company may retain, sell or otherwise dispose of those goods.

9.4 The Customer must not assign or grant a security interest in respect of any accounts owed to it in relation to the goods without the Company's prior written consent.

9.5 Without limiting the meaning of Amounts Owing, if the Customer makes a payment to the Company at any time whether in connection with the supply of goods or otherwise, the Company may, at its absolute discretion, apply that payment to first satisfy obligations that are not secured, then obligations that are secured, but not by a purchase money security interest, in the order in which those obligations were incurred, and then obligations that are secured by a purchase money security interest in the order in which those obligations were incurred.

9.6 If Chapter 4 of the Personal Property Securities Act 2009 (Cth) (“PPSA”) would otherwise apply to the enforcement of a security interest arising in connection with these Terms and Conditions the Customer agrees the following provisions of the PPSA will not apply to the enforcement of these Terms & Conditions: section 95 (notice of removal of accession), to the extent that it requires the Company to give a notice to the Customer; section 96 (when a person with an interest in the whole may retain an accession); subsection 121(4) (enforcement of liquid assets – notice to grantor); section 125 (obligation to dispose of or retain collateral); section 130 (notice of disposal), to the extent that it requires the Company to give a notice to the Customer; paragraph 132(3)(d) (contents of statement of account after disposal); subsection 132(4) (statement of account if no disposal); section 135 (notice of retention); section 142 (redemption of collateral); and section 143 (reinstatement of security agreement).

9.7 PPSA: Notices or documents required or permitted to be given to the Company for the purposes of the PPSA must be given in accordance with the PPSA. The Customer consents to the Company effecting a registration on the PPSA register (in any manner the Company considers appropriate) in relation to any security interest contemplated by these Terms and Conditions and the Customer agrees to provide all assistance reasonably required to facilitate this. The Customer waives the right to receive notice of a verification statement in relation to any registration on the register. 9.8 In this Clause 9, the following words have the respective meanings given to them in the PPSA: account, proceeds, purchase money, register, registration, security interest and verification statement.

9.8 In this Clause 9, the following words have the respective meanings given to them in the PPSA: account, proceeds, purchase money, register, registration, security interest and verification statement.

10. Risk: Unless otherwise agreed in writing, the risk in the goods purchased shall pass to the Customer upon delivery to the Customer or its agent or a carrier commissioned by the Customer.

11. Credit Account: Supply and/or credit facilities may be suspended or withdrawn by the Company, in its absolute discretion, at any time without notice. The Customer agrees to pay on demand all sums owing in connection with a credit facility provided by the Company in the event that such credit facility is suspended or withdrawn. Liability for accounts held in more than one name is joint and several.

12. Warranty: The Company warrants that the goods supplied shall be of merchantable quality. To the maximum extent permitted by law the Company excludes all other terms, conditions, warranties and liability in relation to the goods supplied, including without limitation, warranties relating to fitness for purpose, title, defects or conformity of the goods . To the extent that the Company cannot exclude liability under law, including without limitation as a result of a breach of any conditions or warranties implied by the Trade Practices Act (Cth) 1974 (other than Section 69) or the Fair Trading Act (SA) 1987, the Company's liability shall be limited to the maximum extent permitted by law (at the Company’s election) to the resupply of the goods, repair of the goods, refund of the purchase price or payment of the cost of repair of the goods.

13. Indemnity and Release: To the maximum extent permitted by law, the Customer releases and discharges the Company from all liability whether in contract, tort or otherwise for any loss, damage (including consequential loss or damage), expense of any kind arising directly or indirectly out of the supply of the goods. The Customer indemnifies and keeps indemnified the Company against any liability, loss, damage, expense, cost, claim or proceedings arising directly or indirectly out of or in connection with the supply of the goods or any other cause whatsoever.

14. Handling Fee: The handling fee imposed in South Australia on returnable bottles is refunded upon the return of empty bottles to the Company or its authorised agent.

15. Force Majeure: The Company shall not be liable for any failure or delay to supply the goods due to a cause beyond its control including but not limited to acts of God, strikes, lock-outs or other industrial disturbances, fire, flood, explosion, civil riot, government interference and the like.

16. Jurisdiction: This agreement shall be governed by and construed in accordance with the laws of the state of South Australia and, where applicable, the Commonwealth of Australia, and the Customer submits to the non-exclusive jurisdiction of the courts of South Australia.

17. Ownership: This contract is made in respect of the owners and/or directors of the Customer as at the date of application. The Customer agrees to notify the Company in writing within seven (7) days of any change whatsoever in ownership structure and, further, indemnifies the Company against any loss or damage that may result from the Customer’s failure to notify the Company of any such change. If there is a change in ownership of the Customer which the Company in its discretion deems to be material, the Company may suspend or withdraw all credit facilities and require that the Customer submit a new Credit Application.

18. Waiver: The Company may only waive a breach of the Contract in writing signed by the Company and any such waiver is limited to the instance referred to in the writing (or if no instance is referred to in the writing, to past breaches only).

19. General: The invalidity or unenforceability of any provision of these Terms and Conditions shall not affect the validity or enforceability of the remaining provisions. Clerical errors are subject to correction and do not bind the Company. Headings are for ease of reference only and do not form part, or affect the interpretation, of these Terms and Conditions.

PRIVACY STATEMENT

Bickford’s Australia Pty Ltd ("Company") is bound by the Privacy Act 1988 and is committed to customer service, including protecting your privacy. This Privacy Statement is provided to make you aware of how we collect, use and manage your personal information. It also contains the necessary consents that we are required to obtain from you in relation to the use of your credit information.

Your Personal Information

If you choose not to provide personal information, we may not be able to provide you with credit account facilities. Personal information gathered may include your name, date of birth, phone/mobile numbers, addresses (current and previous), driver’s licence number, credit card and bank account details and e-mail address.

Personal information is gathered in many ways including, but not limited to:

• Directly from you e.g. when you complete a Credit Application Form;
• From the public domain;
• From third parties such as our related companies, your own representatives (lawyers, accountants etc.) and reporting
  agencies.

Consents

Under the Privacy Act the Company is allowed to give a credit reporting agency personal information about your credit application. The information which may be given to an agency includes:

• your identity particulars;
• the fact that you have applied for credit and the amount;
• the fact that the Company is a current credit provider to you;
• payments which become overdue more than 60 days and for which collection has commenced;
• advice that payments are no longer overdue;
• cheques drawn by you which have been dishonoured more than once;
• in specified circumstances that, in the opinion of the Company, you have committed a serious credit infringement;
• that credit provided to you by the Company has been paid or otherwise discharged.

If the Company considers it relevant to assess an application by me/us for commercial credit, I/we agree to the Company obtaining from a credit reporting agency or a business which provides information about the credit worthiness and activities of persons, a report containing information about my/our personal credit worthiness and activities.

If the Company considers it relevant to collect overdue payments in respect of commercial credit provided to me, I/we agree to the Company receiving from a credit reporting agency a credit report containing personal information about me/us in relation to collecting overdue payments.

I/We agree that the Company may give to and seek from any credit providers listed in this credit application as "Trade References" or bankers or such other credit providers as the Company may choose and any credit providers that may be named in a credit report issued by a credit reporting agency information about my/our credit arrangements including any information about my/our credit worthiness and activities, that credit providers are allowed to give or receive from each other under the Act.

I/We understand the information may be used for the following purposes:

• to assess an application by me/us for credit;
• the fact that you have applied for credit and the amount;
• to exchange information with other credit providers as to the status of this credit facility where I am/we are in default
  with other credit providers;
• to assess my/our creditworthiness.

I/We agree that trade insurers or their agents may obtain my/our credit report from a credit reporting agency to assess whether to insure or the risk of insuring the Company or to assess the risk of default by me/us in relation to my/our application for commercial credit with the Company.

Right to Access

You have a right to access your personal information, subject to some exceptions allowed by law. For security reasons we ask that such requests be made in writing.

Data Security

The Company guarantees the storage and use of personal information will be undertaken in a secure manner which protects personal privacy.