Payment/Credit

2. Unless otherwise agreed, the Customer must pay by cash, cheque or electronic funds transfer in cleared funds the amount owing prior to the delivery of any Goods.

3. Where the Goods are charged to a Credit Account, then payment is due by the 20th of the month following the date of delivery of the Goods.

4. RSL may at any time and from time to time with or without notice to the Customer and/or Guarantors, in its sole discretion, increase or decrease or suspend or revoke the amount of credit (and the credit limit) provided to the Customer. Any increase or decrease or suspension or revocation of credit, or exceeding or change of any credit limit, shall hereby be deemed to be consented to by the Customer and any Guarantors and shall not release either the Customer or the Guarantors from any liability whatsoever.

5. Payment of the amount owing and any other monies owing to RSL shall be made free of any counterclaim, set-off, deduction or other claim whatsoever.

6. RSL may allocate any payment made by or on behalf of the Customer to any account and/or payment of any Goods as it sees fit and the Customer waives the right to receive notification of that allocation.

7. The Customer acknowledges that RSL supplies the Customer on the condition that all payments made to and received by RSL from the Customer are valid and made in the ordinary course of business.

8. The Customer warrants that the information provided in support of any application for a Credit Account is reliable and accurate. The person completing the application on behalf of the Customer also provides this warranty.

Authorisations

9. It is the Customer’s responsibility to ensure that Goods are purchased from RSL by an authorised person. The Customer shall be solely responsible for the supervision of the use of the Credit Account.

Personal Properties Securities Act 1999 (“PPSA”)

10. Expressions used in this clause in quotation marks have the meaning prescribed to them in the PPSA.

11. RSL reserves the right at its discretion to register a “financing statement,” in respect of any Goods supplied by RSL to the Customer pursuant to these Terms and in respect of which credit has been extended by RSL to the Customer.

12 The costs of registering a “financing statement” or a “financing change statement” shall be paid by the Customer and where applicable debited by RSL against the Customers account with RSL.

13 On the request of RSL the Customer shall promptly execute any documents and do anything else required by RSL to ensure that the “security interests” created under these Terms constitute “perfected security interests” over the Goods.

14 The Customer shall not agree to allow any person to file a “financing statement” over any of the Goods without prior written consent of RSL and shall notify RSL immediately if it becomes aware of any person taking steps to file a “financing statement” against any of the Goods in respect of which credit has been extended by RSL to the Customer.

15 The Customer hereby waives the Customers right to receive a “verification statement” in respect of any “perfected security interest”.

Title and Risk

16. The risk in the Goods supplied shall pass to the Customer upon collection or delivery by RSL to the Customer’s carrier for delivery to the Customer, but ownership in the Goods shall not pass to the Customer until all money the Customer owes to RSL (whether in respect of the supply of those Goods or otherwise) has been paid in full.

17. If any part of the Goods shall become incorporated into or dealt with in a manner (including sub-sale) so as to lose its separate identity then the title of that proportion of Goods so integrated equal in value to the contract price owed to RSL shall be reserved and vested in RSL until all money the Customer owes to RSL (in respect of the supply of those Goods or otherwise) has been paid in full.

18. Until RSL receives payment in full the Customer shall hold or deal with the Goods and/or RSL’s proportion of such integrated Goods for and on behalf of RSL and in every respect as a fiduciary and agent.

19. Until RSL receives payment in full the Customer shall store the Goods so that they are readily identifiable from the Customers other stock by way of marking and/or physical separation and shall maintain them in good condition.

20. RSL shall be permitted to enter upon the Customers premises to inspect the Goods at any time.

21. If the Goods or any part thereof are sold by the Customer prior to payment having been made to RSL then the proceeds of sale shall be held by the Customer on trust for and on behalf of RSL in a separate account.

RSL’s Limited Liability

22. To the extent allowed by law, RSL has no liability (whether statutory, in agreement or tort (including negligence) or howsoever) to the Customer or any of its agents or employees for any loss of any kind or costs incurred (including legal costs) as a result of the actions or inactions of RSL or any of its agents or employees in respect of any Goods.

23. To the extent allowed by law every warranty or condition or guarantee implied by custom or law is hereby excluded. If, notwithstanding the foregoing, RSL shall be found to have any liability it is agreed that any liability will not exceed the price of the relevant Goods purchased from RSL.

Customer Indemnity/Warranty

24. The Customer will indemnify RSL for any direct and indirect damage, economic loss or other loss or costs or expenses (including actual legal costs and expenses) to RSL or any other person and will fully indemnify RSL against any claim or proceedings against RSL, to the extent caused or contributed to by the Customer (or any of its agents or employees) or arising from an Event of Default.

Consumers

25. Where the Customer is a consumer and acquires any Goods or holds itself out as acquiring Goods, for the purposes of a business (as those Terms are defined in the Consumer Guarantees Act 1993 (“CGA”)) then, to the extent permissible, RSL and the Customer agree that the CGA is hereby excluded. Otherwise, where the Customer is a consumer this Agreement is to be read subject to the Terms of the CGA.

Failure to Comply

26. If payment in full of any amount payable by the Customer is not made to RSL when due or the Customer breaches any of its obligations to RSL or an Event of Default occurs, then RSL may without prejudice to and in addition to any other rights or remedies, exercise all or any of the following rights:

26.1 Delay delivery of any Goods until the matter is resolved to RSL’s satisfaction;

26.2 Suspend or cancel (in whole or in part) this Agreement or any other agreement between RSL and the Customer by written notice to the Customer.

26.3 Recover from the Customer, or deduct from, or set-off against any amount RSL owed the Customer, all amounts for any damage, losses, costs or expenses (including actual legal costs and expenses) arising from the default or non performance by the Customer.

26.4 By notice to the Customer, require that amounts owing the Credit Account, whether or not due, is paid immediately and such amounts will then become immediately due and payable.

Use of Information under the Privacy Act 1993

27. The Customer and any Guarantor agree that any information about them provided at any time to RSL may be used by RSL for debt collection and credit assessment purposes.

28. RSL is authorised to provide such information to any external agency or party for credit information and assessment purposes.

Survival

29. Each provision in this Agreement survives to the extent unfulfilled and remains enforceable and does not merge on performance of another provision.

Waiver

30. No delay or failure to act is a waiver. No waiver is effective unless it is in writing. Any waiver of a breach so given, is not a waiver of any other breach.

Force Majeure

31. RSL is not liable for any failure or delay in performing an obligation in this Agreement if the failure or delay is due to a cause reasonably beyond RSL’s control. Without limiting this clause, such an event shall include the inability by RSL to supply the ordered product due to unavailability.

Entire Agreement

32. These Terms express the entire understanding between RSA and the Customer. No representations have been made by or on behalf of RSL that are relied upon by the Customer.

Amendment

33. RSL will from time to time amend these Terms by posting to the the Customer (at the address provided by the Customer to RSL at the time of making the Credit Account Application) a written set of the amended Terms. The Customer and any Guarantors agree that the amended Terms shall be effective upon posting and are deemed to be accepted by the Customer placing any order after the date of posting.

Interpretation

34. In this Agreement, unless the context otherwise requires or it is specifically otherwise stated:

34.1 Amount Owing means the price charged by RSL for any order, the Goods and/or services, and any other sums which RSL is entitled to charge under these Terms.

34.2 Customer means the individual or Company purchasing Goods from RSA whether on Account or otherwise. If the Customer comprises more than one person, each of those persons liability and Agreement herein is joint and several.

34.3 Credit Account means the arrangement entered into by the Customer and RSA for the supply of Goods by RSA to the Customer in advance of payment for the Goods being made to RSA by the Customer;

34.4 Goods means all products and materials supplied by RSA to the Customer.

34.5 Event of Default means an event where the Customer fails to comply with these Terms or any other Agreement with RSL, or the Customer creates an act of bankruptcy or the Customer enters into any composition or arrangement with its creditors, or if the Customer is a Company the Customer has done or does anything which would make it liable to be put into liquidation, or a resolution is or has been passed, or an application is or has been made for the liquidation of the Customer, or a receiver or statutory or official manager is or has been appointed over all or any of the Customers assets.

34.6 Party or person includes any form of entity any respective successors, assigns and representatives.

34.7 RSL means Rustam Sana Exporting & Importing Company Limited.