The Comfort Group shall only supply goods to you on the following terms and conditions unless we agree, in writing, to vary these terms and conditions. We may update these terms and conditions from time to time by notice to you.

1. PAYMENT

1.1 All invoices are due and payable in full on the last banking day of the month following the date of invoice.

1.2 If payment is made by way of credit card, we reserve the right to impose a [credit card surcharge/credit card handling fee] of 1.5%. This rate may be varied by us from time to time by notice to you.

1.3 Should you fail to pay your invoices by the due date then:

(a) We may charge interest on any overdue invoices at the penalty rate fixed under the Penalty Interests Rates Act 1983 (Victoria), calculated and payable daily, compounded from the due date until the invoice is paid in full.

(b) You shall pay all our costs and expenses (including legal costs determined as between solicitor/own client and mercantile agents fees) which may be incurred in the recovery or attempted recovery of the overdue amounts from you.

2. SETTLEMENT DISCOUNT

2.1 You may take advantage of a discount for early settlement of accounts at the rates noted on the face on each invoice provided:

(a) Payment in full takes place within time specified ; and

(b) You do not have any other invoices outstanding beyond their due date at the time of payment.

3. PRICES & DELIVERY

3.1 Our prices are subject to change without notice.

3.2 GST at the prevailing rate at the date of the invoice will be included in the amount due and payable on the invoice. We state on the face of the invoice whether or not the prices shown on the invoice are inclusive or exclusive of such tax.

3.3 Whilst we shall use all reasonable endeavors to comply with your particular delivery requirements and order specifications, you will not be entitled to cancel the whole or part of your order or to claim compensation by reason of our failure to comply with your delivery requirements or minor variations to the goods as a result of changes to the manufacturing process or specifications.

4. RESERVATION OF TITLE/ PPSR

4.1 Property and ownership in the goods delivered by us to you under a particular invoice ("Goods") will not pass to you but will remain with us until you pay us the full purchase price of those Goods as well as all other amounts owing by you to us.

4.2 You acknowledge and agree that by virtue of clause 4.1 you grant us a security interest in all present and after acquired goods supplied by us and their proceeds to secure the purchase price of those goods as well as all monies owing to us now and in the future in respect of the supply of goods.

4.3 You undertake to provide us with any information that we may reasonably require to enable us to perfect and maintain the perfection of our security interest (including by registration of a financing statement).

4.4 You undertake to immediately notify us in writing of any changes in your name and/or any other change in your details (including but not limited to, changes in your address, facsimile number, email address, trading name or business practice). You acknowledge and agree that you do not have the right to transfer goods supplied by us to any potential purchaser, or purchaser, of your business, unless you first pay us in full for the goods.

4.5 You waive(and provide and on-going waiver of) your right to receive a verification statement in respect of any financing statement.

4.6 You acknowledge and agree that to the extent that Chapter 4 of the PPSA would otherwise apply to an enforcement of a security interest in the goods supplied by us, pursuant to s 115 of the PPSA, the following provisions of the PPSA do not apply in relation to the security interest created under this clause 4 to the extent, if any, mentioned in s 115: s 120 (enforcement over liquid assets), s 121(4) (enforcement over liquid assets - notice to grantor), s 125(1) (obligation to dispose or retain collateral), s 129 (disposal by purchase), s130 (notice of disposal), s 132(3)(d) (contents of statement of account after disposal), s 132(4) (statement of account if no disposal), s142 (redemption of collateral) and s 143 (reinstatement of security agreement).

4.7 Without limiting our other rights, if you default in your obligations to us we may seize goods supplied by us, in accordance with clause 123 of the PPSA.

4.8 You must pay all costs, expenses and other charges incurred, expended or payable by us in relation to the filing of a financing statement or financing change statement in connection with these terms and conditions.

4.9 In so far as the PPSA allows, you acknowledge that if you mix goods supplied by us with other products or items so that the goods are no longer separately identifiable, you and we will be owners in common of the new product and thereafter each of us will have a right to share in any proceeds of sale and proceeds of sale will be divided between us in accordance with our respective values of contributed product or ingredient.

4.10 Except as permitted by Clause 9.1 below, your authority to sell the goods supplied by us does not extend to the making of any warranties or conditions which expose us to liability to another party and you must ensure that, to the full extent permitted by law, all conditions, warranties implied or imposed by law are excluded and where such a condition cannot be excluded that our liability is limited to the full extent permitted by law.

4.11 You agree that we have an absolute discretion to apply any money received as a result of supplying goods or which represent the proceeds of enforcement of any security interest we holds, whether created under this clause 4 or otherwise, in reduction of any part or parts of the monies secured to us by any such security interest, whether and on whatever account it becomes secured, despite any principle or presumption of law to the contrary or any direction given by any person at the time of receipt and without the need to communicate our election to any person.

4.12 In this clause

(a)PPSA means the Personal Property Securities Act 2009 (Commonwealth); and

(b)"proceeds", "perfected", "security interest", "verification statement", "financing statement", and "financing change statement" each have the meaning given to those terms in the PPSA.

5. RISK

5.1 Notwithstanding the provision of Clause 4 you accept all the risk of loss and damage of the goods, whether caused by you or not, following delivery of the goods and you must insure the goods.

6. RETURN OF GOODS

6.1 We will not accept returns without prior authorisation.

6.2 Any goods which you return for credit will only be accepted if they are in original packaging, in pristine order and condition and accompanied by documentation showing:

- Your name, address and account number

- Our invoice number

- Reason for return

- Our authorisation number

6.3 If we authorize the returns of goods, the goods must be carried by our nominated carrier at normal rates.

7. WITHHOLDING SUPPLY

7.1 We reserve the right, irrespective of whether or not an order has been accepted and without notice to you, to withhold supply to you and we will not be liable for loss or damage resulting directly or indirectly from such action where:

(a) We have insufficient goods to fulfill the order

(b) The goods ordered have been discontinued ; or

(c) We have determined, in our absolute discretion that credit should no longer be extended to you.

8. MINIMUM ORDERS

8.1 We reserve the right to specify the minimum order value which we shall accept from time to time and to impose a surcharge should you require delivery of goods having a value less than the minimum order value.

9. MODIFICATIONS TO LABELS ETC

9.1 You may not, without our written consent alter, remove or obliterate any labels or warranty cards which we attach to the goods. You are not authorised to act on our behalf. Without limiting the generality of the foregoing, you must not make any representation or provide any warranties against defects in respect of our goods beyond the warranty contained in, and subject to, our standard warranty card for the goods.

10. LIMITATION OF LIABILITY

10.1 To the extent permitted by law, and except as expressly provided in these terms and conditions, all express and implied warranties and conditions under statute or general law including (but not limited to) terms, warranties and conditions relating to description, quality, suitability or fitness of any goods supplied to you by The Comfort Group for any purpose or as to design, assembly, materials or workmanship or otherwise are hereby expressly excluded. To the extent permitted by law, and except as expressly provided in these terms and conditions, The Comfort Group is not liable for any consequential loss (including loss of profits) or damage of any kind whether arising out of the supply, assembly, or use of any goods supplied to you by The Comfort Group or arising out of contract or negligence or in any other way.

10.2 To the extent permitted by law, we limit our liability under any condition or warranty which cannot legally be excluded to:

(a) The replacement of the goods or the supply of equivalent goods;

(b) The repair of goods

(c) The payment of the costs of replacing the goods or of acquiring equivalent goods; or

(d) The payment of the costs of having the goods repaired

11. GOVERNING LAW

11.1 The laws of the State of Victoria govern our trading.

11.2 You agree with us to submit to the non-exclusive jurisdiction of the Courts of Victoria and all appellate courts from that State and agree that any legal proceedings may be heard in those courts.

12. CLAIMS

12.1 Any claims by you for short delivery must be made within 7 days of the delivery

12.2 Any other claims for adjustments to any invoice for any reason whatsoever must be made in writing within 7 days of delivery.

13. CLERICAL ERRORS

13.1 We reserve the right to correct clerical errors without notification

14. COMFORT GROUP

14.1 Comfort Group means Wonderest Limited (ABN 96 078 848 987) and its subsidiaries including the companies named below and such further companies as may be owned by the Comfort Group from time to time (“trading divisions”) and whether trading under their own names or trading under any trading or business name.

Australian Comfort Group Holdings PTY Limited (ABN 48 143 785 522)

Australian Comfort Group PTY Limited (ABN 23 098 742 584)

15. ENTIRE AGREEMENT

15.1 To the extent permitted by law, in relation to the subject matter of these terms and conditions, these terms and conditions:

(a) embody the entire understanding of the parties, and constitute the entire terms agreed on between the parties; and

(b) supersede any prior written or other agreement between the parties.

Without limiting the generality of the foregoing, these terms and conditions govern the relationship between the parties to the

exclusion of any terms and conditions of sale or purchase appearing on any documents prepared or issued by you, including preprinted standard terms and conditions, purchase orders, invoices or statements.