Credit Application - T&Cs

The following Terms and Conditions ("Terms") govern the supply of goods by EFOODZ PTY LTD (ACN 642 135 537)
("Company") to the Customer, unless explicitly agreed otherwise in writing. Any goods supplied after the acceptance of
these Terms fall under the agreement between the Company and the Customer ("Agreement") constituted by these Terms
and the respective order accepted by the Company, without creating a new or separate agreement.

1. INTERPRETATION
In these Terms, unless the contrary intention appears:
Additional Charges refer to all costs beyond the Purchase Price that the Customer is required to pay to the Company
in connection with the sale of the Goods. This includes, but is not limited to, delivery, handling, and storage fees,
taxes such as goods and services tax and stamp duty, interest, legal fees, expenses incurred in recovering unpaid
amounts, and any other government-imposed charges.
CCA refers to the Competition and Consumer Act 2010 (Cth).
Company means EFOODZ PTY LTD (ACN 642 135 537).
Consequential Loss encompasses any indirect or other losses arising from the Company’s failure or delay in
delivering the Goods. This may include, but is not limited to, increased costs or expenses, lost revenue, profits, or
anticipated profits, loss of business or business reputation, lost opportunities or anticipated savings, diminished
goodwill, claims made by third parties, and any other losses that do not naturally and directly result from a breach of
this Agreement.
Customer refers to the individual or entity purchasing or receiving the Goods from the Company.
Due Date the due date for payment as specified in any invoice provided by the Company to the Customer for payment
of any Goods supplied by the Company to the Customer.
Force Majeure Event means any occurrence beyond the Company’s reasonable control, including but not limited to
natural disasters, war, riots, strikes, lockouts, trade disputes, mechanical failures, transportation disruptions,
government actions, pandemics, epidemics, or any other similar or unforeseeable events.
Goods refer to any products supplied by the Company to the Customer, including any associated services provided
(if applicable).
Intellectual Property Right encompasses all forms of intellectual property, whether registered or unregistered, in
any jurisdiction. This includes patents, registered designs, trademarks, copyrights, trade secrets, and any other
proprietary rights held by third parties.
PPSA refers to the Personal Property Securities Act 2009 (Cth).
Purchase Price refers to the price set by the Company for the Goods at the time of delivery, unless an alternative
price has been agreed upon between the Company and the Customer before delivery.

2. JURISDICTION
2.1. The Customer acknowledges and agrees that this Agreement is governed by the laws of Victoria, as well as
the applicable laws of the Commonwealth of Australia in effect within Victoria.
2.2. The Customer acknowledges and agrees that any contract for the supply of Goods between the Company
and the Customer is deemed to be established at the Company’s registered address.
2.3. Both parties to this Agreement submit to the non-exclusive jurisdiction of the Courts of Victoria, as well as
the relevant Federal Courts and any appellate courts with jurisdiction over such matters.

3. ORDER FOR GOODS
3.1. An order placed with the Company becomes binding on both the Company and the Customer when:
a. The Company provides written acceptance, signed by an authorized representative; or
b. The Company supplies the Goods in accordance with the order.
3.2. Once the Company accepts an order, both the Company and the Customer are bound by these Terms, which
take precedence over any terms included in the Customer’s order. The Company reserves the right to accept
only part of an order, either by providing written notice to the Customer or by delivering the applicable Goods.
An order is not considered binding on the Company until it has been formally accepted by the Company.
3.3. Once an order has been accepted, whether in whole or in part, the Customer may not cancel it without first
obtaining the Company’s prior written consent, which may be granted or withheld at the Company’s sole
discretion.

4. WARRANTIES
4.1. To the maximum extent permitted by law, any warranties (whether implied or otherwise) that are not expressly
stated in these Terms, or in a separate warranty document issued by the Company, are excluded. The
Company shall not be liable, whether in contract, tort (including but not limited to negligence or breach of
statutory duty), or otherwise, to compensate the Customer for:
a. Any additional costs or expenses incurred;
b. Any loss of profit, revenue, business, contracts, or anticipated savings;
c. Any loss or expense arising from a third-party claim; or
d. Any special, indirect, or Consequential Loss or damage of any kind resulting from the Company's failure
or delay in fulfilling an order for the delivery of Goods.

5. LIMITATION OF LIABILITY
5.1. To the fullest extent permitted by law, the Company's liability is limited, at its sole discretion, to the following:
a. In relation to the Goods:
i. Replacing the Goods or supplying equivalent products;
ii. Repairing/remedying/rectifying any defects to the Goods;
iii. Covering the cost of replacing the Goods or acquiring equivalent products; or
iv. Covering the cost of repairing/remedying/rectifying any defects to the Goods.
b. Where the Goods are services:
i. Re-performing the services; or
ii. Covering the cost of having the services re-performed.
5.2. To the extent allowed by law, any claims regarding short delivery of Goods must be submitted in writing to
the Company within seven (7) days of the delivery date.

6. DELIVERY
6.1. Any delivery times provided are approximate estimates, and the Company holds no responsibility for delays
to deliver the Goods. A delay in delivery does not exempt the Customer from the obligation to accept or make
payment for the Goods. The Company reserves the right to deliver Goods in instalments at its discretion.
6.2. The risk associated with the Goods transfers to the Customer upon delivery.
6.3. The Customer is responsible for paying all Additional Charges in addition to the Purchase Price of the Goods.
7. PAYMENT TERMS
7.1. Deposit Requirement: The Company may, at its discretion, require a deposit before supplying any Goods.
7.2. Payment Terms: The Customer must pay the Purchase Price and the Additional Charges to the Company
by no later than the Due Date.
7.3. Credit Account Payments: Customers with an approved credit account must ensure full payment is made
by the Due Date.
7.4. Non-Credit Account Payments: Customers without an approved credit account must make payment as
follows:
a. Prior to Delivery: Full payment must be received in cleared funds before delivery, with proof of payment
provided to the Company;
b. On Delivery: Full payment must be made upon delivery, with proof of payment submitted at that time.
7.5. No Set-Off: All payments due under these Terms must be made in full, without any deductions, set-offs, or
counterclaims.

8. OVERDUE PAYMENTS AND DEFAULTS
8.1. Forfeiture of Discounts: If payment is not received by the Due Date, the Customer acknowledges that any
discounts applied to the invoice will be forfeited, and the total outstanding balance will become immediately
due and payable.
8.2. Default and Company Rights: In the event of a breach of these Terms or failure to pay the Purchase Price
or Additional Charges by the Due Date, the Company may, at its discretion, withhold further deliveries,
suspend credit, or cancel any contracts or orders, without affecting its other rights under these Terms or
applicable law.
8.3. Interest on Overdue Amounts: The Company will charge interest at a rate of eighteen percent (18%) per
annum, compounded monthly, from the Due Date until the full amount of the invoice is settled.
8.4. Legal and Collection Costs: If the Company incurs legal fees or other costs, including those of a debt
collection agency, to recover any overdue amounts, the Customer agrees to pay these expenses on an
indemnity basis.
8.5. Unpaid accounts: upon breach of these Terms by the Customer, the Customer acknowledges that any
unpaid invoices rendered by the Company to the Customer become immediately due and payable by the
Customer to the Company without requiring any further notice and that a letter caused to be sent to the
Customer by a solicitor acting on the Company’s behalf shall be prima facie evidence of any debt due to the
Company by the Customer.
8.6. Set off: the Customer acknowledges and warrants to the Company that in the event of default of payment by
the Customer to the Company pursuant to the Terms of this Deed, then any immediately due and payable by
the Customer to the Company shall be immediately due and payable by the Customer to the Company in full
without any set-off claimed or alleged to be claimable by the Customer. For the avoidance of any doubt, the
Customer irrevocably warrants to the Company that it shall not and shall not be entitled to claim any set off
against any money owning by the Customer to the Company.

9. RETURNS
9.1. The Customer warrants that prior to taking delivery of any Goods, that the Customer shall inspect the Goods
for any defects and in any event, shall notify the Company of any non-acceptance of the Goods within 24
hours of delivery.
9.2. The Customer acknowledges that as the Goods are perishable, the Company, save as for any negligence
caused by the Company, has no obligation under the terms of this agreement to take any return of Goods.
9.3. Should the Company agree to accept a return of Goods delivered, then the Customer agrees that the
Company may, but shall not be obliged, to accept a return of Goods under the complete discretion of the
Company.

10. INTELLECTUAL PROPERTY
10.1. Branding and Artwork Usage: Occasionally, the Company may supply branding and artwork to th
Customer for the purpose of promoting the Goods. The Company grants the Customer a non-exclusive, non-
transferable, royalty-free license to use such materials exclusively for the promotion and sale of the Goods.
All Intellectual Property Rights in the branding and artwork provided by the Company remain the property of
the Company.
10.2. Return of Materials: Upon termination of these Terms or upon the Company’s request, the Customer must
return all branding and artwork provided by the Company.

11. RETENTION OF TITLE
11.1. Ownership and Title: Ownership, title, and interest in the Goods, as well as any proceeds from the sale of
the Goods, remain with the Company until full payment has been received by the Company from the
Customer, including any outstanding amounts and legal or collection fees. Until full payment is made:
a. The Customer is permitted to sell the Goods in the ordinary course of business;
b. The Goods remain at the Customer's risk.
11.2. Default and Events of Default: The Customer is considered to be in default immediately upon the
occurrence of any of the following events:
a. Failure to make any payment to the Company by the Due Date;
b. The Customer:
i. Ceases to operate its business;
ii. Suspends or stops payments;
iii. Notifies the Company of its intent to cease business or suspend payments;
iv. Becomes unable to pay debts as they become due;
v. Has any cheque or bill of exchange drawn in its name to the Company dishonoured.
11.3. Repossession of Goods: In the event of a default, and without limiting any other rights the Company may
have under law or this Agreement:
a. The Company or its agents may enter the Customer’s premises, or any premises under the Customer’s
control, to recover the Goods, without notice to the Customer, if the Company reasonably believes the
Goods are stored there;
b. The Company may take all necessary actions to recover and resell the Goods;
c. If the Goods cannot be clearly identified from other similar goods, the Company may seize all matching
goods and hold them for a reasonable period to assess ownership. The Company will return any goods
that belong to the Customer. The Company is not liable for any loss or damage to the Goods or the
Customer’s business arising from the seizure;
d. If the Goods are used in manufacturing or construction, the Customer must hold a portion of the
proceeds from the sale of the manufactured or constructed goods on trust for the Company, equal to
the amount owing to the Company, and pay those funds upon request.
11.4. Costs and Indemnity: The Customer agrees to indemnify the Company for all costs, expenses, and charges,
including legal costs on a solicitor-client basis, incurred by the Company in relation to:
a. The recovery of Goods;
b. The enforcement of any rights under these terms;
c. Any actions taken by the Company under clause 11.3.
11.5. Charge Over Proceeds: The Customer grants the Company a charge over all rights, title, and interest in the
proceeds from the sale of the Goods, as defined in the PPSA, as collateral.
11.6. Customer's Duty to Store Goods: The Customer agrees to store the Goods in a manner that clearly
identifies them as the property of the Company until ownership has passed to the Customer. The Goods must
not be mixed with other similar goods.
11.7. No Transfer of Title: Until full payment is made, the Customer agrees not to sell or dispose of the Goods,
except in the ordinary course of business. The Customer will act as the Company’s agent and bailee for any
such sale.
11.8. Further Action: The Company reserves the right to sell or deal with the Goods, including any goods bearing
the Customer’s trademark or name, and the Customer grants the Company an irrevocable license to take
necessary actions to sell such goods.

12. PPSA
12.1. Definition: Terms defined in this clause carry the same meaning as set out in the PPSA.
12.2. Consent to Registration: The Customer agrees to allow the Company to register a Financing Statement,
Financing Change Statement, or any other necessary document on the PPSA register, in the manner the
Company deems appropriate, concerning any security interest related to these terms.
12.3. Waiver of Notification Rights: To the extent permitted by law, the Customer waives the right to receive
notification or a copy of any Verification Statement confirming the registration or amendment of a Financing
Statement or Financing Change Statement by the Company. The Customer also waives the right to receive
the following under the PPSA:
a. Notice of removal of an Accession under section 95;
b. Notice of intention to seize Collateral under section 123;
c. Objection to the purchase of Collateral by the Secured Party under section 129;
d. Notice of disposal of Collateral under section 130;
e. Statement of Account if no disposal occurs under section 132(4);
f. Statement of Account under section 132(3)(d) following disposal, detailing amounts paid to other
Secured Parties;
g. Notice of retention of Collateral under section 135;
h. Redemption of Collateral under section 142;
i. Reinstatement of the Security Agreement under section 143.
12.4. Indemnity: The Customer agrees to indemnify the Company upon request for all costs and expenses,
including legal fees on a solicitor-client basis, related to:
a. The registration, amendment, or discharge of any Financing Statement by or on behalf of the Company;
b. The enforcement or attempted enforcement of any Security Interest granted to the Company by the
Customer.
12.5. Customer's Cooperation: The Customer agrees to promptly execute all documents, provide relevant
information, and fully cooperate with the Company to ensure the Company’s security interest is perfected
and prioritized over any other claims on the Goods.
12.6. No Further Security Interests: Until all amounts owed to the Company are paid in full, the Customer agrees
not to sell or create any additional Security Interest in the Goods.
12.7. Financing Change Statement: The Customer shall not register any Financing Change Statement
concerning the security interest without prior written consent from the Company.
12.8. Application of Payments: The Customer agrees that the Company may apply any payments received from
the Customer toward amounts owed in whatever order the Company deems appropriate.
12.9. Exclusion of PPSA Provisions: The Customer agrees that the following sections of the PPSA will not apply
to the enforcement of the security interest under these terms:
a. Section 95 (notice of removal of accession);
b. Section 96 (retention of accession);
c. Subsection 121(4) (notice to grantor regarding enforcement of liquid assets);
d. Section 125 (obligation to dispose or retain collateral);
e. Section 130 (notice of disposal of collateral);
f. Subsection 132(3)(d) (contents of statement of account after disposal);
g. Subsection 132(4) (statement of account if no disposal);
h. Section 134(1) (retention of collateral);
i. Section 135 (notice of retention);
j. Section 142 (redemption of collateral);
k. Section 143 (reinstatement of security agreement).
12.10. Notices and Documents: Any notices or documents required under the PPSA must be provided in
accordance with its provisions.
12.11. Confidentiality: The Company agrees not to disclose information under subsection 275(1) of the PPSA,
except as permitted by paragraphs 275(7)(b)-(e) of the PPSA.
12.12. Reimbursement: The Customer agrees to reimburse the Company, upon demand, for all costs and
expenses incurred in relation to the registration, maintenance, or discharge of any Financing Statement or Security Interest under these terms, including costs associated with releasing or amending the Company’s
security interest.

13. LIENS
The Company may possess a common law or statutory lien over the Goods. In the absence of such a lien, the
Customer acknowledges that the Company holds a general lien over all Goods, including the right to sell the Goods
if the Customer defaults under these Terms.

14. CHARGES
In consideration of the Company agreeing to provide the Customer with a credit account, and in consideration of the
Company agreeing to defer the Customer’s payment of the Company’s invoices from time to time, to better secure
payment of the Company’s costs, the Customer hereby grants to the Company a charge over all of the Customer’s
legal and equitable interest in any real or personal property (presently owned and acquired after the date of this
Agreement), to secure the payment of all monies, which are due or may become due by the Customer to the Company
pursuant to the Terms of this Agreement.

15. INDEMNITY
15.1. To the fullest extent allowed by law, the Customer agrees to indemnify and hold the Company harmless from
any liability, loss, or damage the Company may incur as a result of any breach, act, or omission, whether
directly or indirectly related to a violation of these Terms by the Customer or its representatives.
15.2. To clarify, the Customer acknowledges and agrees that it will fully indemnify the Company for any legal fees,
costs, expenses, and disbursements incurred by the Company due to the Customer's breach of these Terms.
15.3. To the fullest extent permitted by law, and save as for any gross negligence committed by the Company as
determined by a court or tribunal of competent jurisdiction, the Customer irrevocably indemnifies the
Company for any and all loss, damage, injury, harm suffered to claimed to be suffered by the Customer. The
Customer further agrees and acknowledges that the Company’s liability for any loss or damage suffered by
the Customer shall be limited to the value of any Goods delivered to the Customer.

16. FORCE MAJEURE
16.1. The Company will not be held liable for any failure or delay in fulfilling its obligations under these Terms if
such failure or delay is caused, directly or indirectly, by a Force Majeure Event.
16.2. In the event of a Force Majeure Event, the Company will promptly notify the Customer in writing, outlining the
nature of the event and its anticipated impact on the Company’s ability to perform under these Terms. If the
Force Majeure Event significantly impairs the Company’s ability to fulfill its key obligations in a timely manner,
the Company may, by giving written notice to the Customer, terminate this Agreement without incurring any
liability resulting from such termination.

17. NOTICE
17.1. Any notice required to be provided to any party to this agreement, of for the purposes of service of any
complaint or application pursuant to regulation 6 of the Magistrates’ Court Civil Procedure Rules 2020 (Vic)
must be in writing and may be delivered to that party in one of the following ways:
i. Delivered personally;
ii. Posted to their address for service when it will be treated as having been received on the third business
day after posting; or
iii. Sent by email to their email address for service when it will be treated as immediately received unless
the sender receives any notification from their email provider’s server, that the email was not delivered.
17.2. The address and email address for service of each party are:
i. In the case of the Company:
a) If by post to Ark Legal of Suite D, 450-460 Chapel St, South Yarra VIC 3141; and
b) If by email to arklegal@arklms.com
ii. In the case of the Customer:
a) If by post, to the Customer’s address as noted in the credit application; and
b) If by email, to the email addresses provided by the Customer in the credit application.

18. GENERAL
18.1. Neither party excludes or limits the application of any statute, including but not limited to the CCA, as
amended from time to time, and its Schedule 2, the Australian Consumer Law, where such exclusion or
limitation would contravene the statute or render a provision of these Terms void. Any exclusion or limitation
stated in these Terms applies only to the fullest extent permitted by law.
18.2. These Terms represent the complete and exclusive agreement between the parties and may only be
amended through a written agreement signed by both parties.
18.3. If any provision of these Terms is found to be void, unenforceable, or illegal, that provision will be severed
from the Agreement to the extent necessary.
18.4. A waiver of any provision of these Terms, or the failure to exercise any right or remedy by the Company, shall
not be construed as a waiver of any other provision or of the same provision in the future.