General Terms and Conditions of Supply

RHINO RACK AUSTRALIA PTY LIMITED GENERAL TERMS AND CONDITIONS OF SUPPLY

1 APPLICATON OF THESE TERMS

1.1 These Terms represent a “master Agreement” and apply to all Purchase Orders and purchases of Products by the Customer. Each Purchase Order and any purchase of Products by the Customer from Rhino-Rack are made under and subject to these Terms.

1.2 The master Agreement commences on the Commencement Date and continues until terminated by either party as provided by these Terms. The Agreement will be on these Terms to the exclusion of all other terms and conditions (including, without limitation, all correspondence and discussions between the parties and any terms or conditions, if any, contained or purported to be contained in a Purchase Order or other documentation). These Terms terminate, override and supersede any other terms of supply between the parties in relation to the supply of the Products.

1.3 These Terms can be amended by written agreement between the parties only.

1.4 If Rhino-Rack wishes to revise these Terms, it must give written notice to the Customer. If either party does not agree to the revised Terms, it shall be entitled to terminate this master Agreement subject to the survival provisions and compliance with all provisions under then current Terms, including in relation to payment for the Products supplied and Purchase Orders accepted by Rhino-Rack, and the Customer is not obliged to submit any new Purchase Orders to Rhino-Rack.

2 ORDERS

2.1 Any order for Products made by the Customer to Rhino-Rack shall be deemed to be an offer by the Customer to purchase Products made under these Terms.

2.2 Rhino-Rack will be deemed to have accepted a Purchase Order from the Customer when:

(a) Rhino-Rack confirms or accepts the Purchase Order in writing;

(b) Rhino-Rack issues a tax invoice in relation to the Purchase Order; or

whichever is the earlier.

2.3 Purchase Orders may be submitted to Rhino-Rack through Electronic Data Integration system (EDI), by email or online through the Portal and must contain such information as Rhino-Rack specifies from time to time.

2.4 By submitting and making a Purchase Order, the Customer warrants and acknowledges that it has read, understood, and agreed to be bound by these Terms.

2.5 Once Rhino-Rack accepts a Purchase Order as provided by clause 2.2, an Agreement will be formed between the parties. A separate Agreement is formed in relation to each Purchase Order.

2.6 The Purchase Order must include the following information:

(a) name of the Customer and ABN;

(b) Customer’s internal reference for that Purchase Order;

(d) requested delivery date (subject to clause 5);

(e) Product and Product particulars;

(f) quantity of each Product;

(g) invoicing contact information and email; and

(h) any other information which Rhino-Rack may request from time to time.

2.7 Rhino-Rack may cancel the acceptance of any Purchase Order for Products at any time before delivery. The Customer may cancel a Purchase Order which has not been accepted by Rhino-Rack. The Customer may cancel a Purchase Order which has been accepted by Rhino-Rack with Rhino-Rack’s prior written consent.

2.8 If the Customer cancels the Purchase Order, or Rhino-Rack confirms the acceptance of the cancellation of the Purchase Order by the Customer, or Rhino-Rack cancels the Purchase Order because the Customer is unable to receive the Products under the Purchase Order for any reason, Rhino-Rack may charge the Customer, and the Customer shall pay to Rhino-Rack, any costs and expenses incurred by Rhino-Rack in relation to and in connection with the cancelled Purchase Order.

2.9 If Rhino-Rack advises the Customer that Rhino-Rack will be unable to deliver the Products, then upon receipt of such notice by the Customer, the Agreement will be terminated without incurring any liability by Rhino-Rack.

2.10 Acceptance of Purchase Orders and supply of Products by Rhino-Rack to the Customer under these Terms is subject to the Credit Limit. Rhino-Rack will suspend any supply of Products once the Customer reaches the Credit Limit and until such time that the Customer pays outstanding invoices and any money due and payable to Rhino-Rack, as required by Rhino-Rack. This clause does not limit the application of clause 4.8. Rhino-Rack may exercise its rights under clause 2.10 and/or 4.8 in its discretion.

3 PRICE

3.1 Unless otherwise agreed in writing, Products will be invoiced in accordance with the Price List.

3.2 Rhino-Rack may change the Price List (including prices for some or all Products) in its sole discretion at any time and a new Price List will apply to all Purchase Orders submitted following the provision of the new Price List to the Customer.

3.3 If Rhino-Rack changes the Price List, then the Customer shall be entitled to terminate its relationship with Rhino-Rack and is not obliged to submit any new Purchase Orders to Rhino-Rack subject to the survival provisions and compliance with all provisions under these Terms, including in relation to payment for the Products supplied and Purchase Orders accepted by Rhino-Rack.

3.4 All prices are stated exclusive of any applicable duties, charges, levies, fees and taxes, unless stated otherwise.

3.5 GST:

(a) all prices quoted or listed are exclusive of GST unless expressly indicated to the contrary.

(b) where a payment or consideration for the Products is not expressed to include GST, the Customer must pay, in addition to the payment or consideration expressed and without deduction or set off, an amount in respect of GST applicable to the supply by Rhino-Rack to the Customer.

(d) Rhino-Rack must issue the Customer with a correctly rendered tax invoice for any amount collected on account of GST.

4 PAYMENT

4.1 Rhino-Rack will issue a tax invoice to the Customer for Products specified in a Purchase Order and any applicable delivery and shipping charges upon acceptance of the Purchase Order or at any later time determined by Rhino-Rack.

4.2 The Customer shall pay all applicable shipping, delivery and handling charges in connection with the Purchase Order. Such charges may be billed by Rhino-Rack to the Customer at any time.

4.3 Payment of invoices issued by Rhino-Rack is to be made by the Customer to Rhino-Rack within the time period stated on the invoice, or otherwise within thirty (30) days of the end of month in which the invoice is issued, or otherwise as agreed by the parties in writing and Rhino-Rack reserves the right to require full or partial payment in respect of any Products in advance of delivery of the Products and/or to otherwise obtain security for payment.

4.4 All payments shall be made by an electronic funds transfer (EFT), or as otherwise agreed by the parties in writing, stating the invoice number and the Customer’s name.

4.5 All invoices are payable in Australian dollars unless a different currency is stated on the invoice.

4.6 Payment must be made by the Customer to Rhino-Rack in full, without set-off or deduction of any kind.

4.7 Rhino-Rack may set off or deduct any money which Rhino-Rack may owe to the Customer against/from any money which the Customer owes to Rhino-Rack. Rhino-Rack may do this at any time, whether or not the Customer is in default and without giving any notice.

4.8 Rhino-Rack may withhold or cancel delivery of Products (whether or not a Purchase Order has been accepted) for non-payment of any amounts due and payable to Rhino-Rack by the Customer or for a breach of these Terms by the Customer.

4.9 All payments payable to Rhino-Rack under the Agreement shall become due immediately upon termination of the Agreement despite any other provision.

4.10 If the Customer fails to pay an amount on the due date, all amounts then owing to Rhino-Rack immediately and automatically will become due and payable. The Customer will pay Rhino-Rack interest on all overdue amounts calculated daily from the due date for payment at the rate which is five percent (5%) above the Reserve Bank of Australia’s Cash Rate.

5 DELIVERY

5.1 Delivery occurs when possession or control of the Products passes to the Customer, its agent or carrier.

5.2 Any dates specified by Rhino-Rack for delivery of the Products are intended to be an estimate only. Time for delivery shall not be made of the essence.

5.3 Unless agreed by the parties otherwise, the Customer will be responsible for all shipping/delivery costs, including express or urgent deliveries. Such costs may be added to the invoice for Products and be payable at the same time, or may be billed to the Customer separately. Upon request, estimated shipping/delivery costs will be provided at the time of the Purchase Order.

5.4 Unless the Customer arranges the pickup or delivery of Products by its own carrier, Rhino-Rack will arrange delivery of the Products to the delivery address stated in the Purchase Order by a carrier selected by Rhino-Rack.

5.5 Rhino-Rack may make partial deliveries and each such partial delivery shall be deemed to be a separate Agreement and these Terms shall apply to each partial delivery.

5.6 A delivery docket issued by Rhino-Rack or its carrier will be sufficient evidence of delivery.

5.7 Upon delivery of Products, the Customer shall inspect the Products and packaging for the quantity and quality.

5.8 Rhino-Rack’s weights and measurements shall govern unless proven to be incorrect.

5.9 The Customer must notify Rhino-Rack within five (5) business days of delivery of any short fall in or loss or damage to Products delivered or it will be deemed to have accepted the Products and cannot return the Products in accordance with clause 7.

5.10 The parties may agree to any specific delivery terms which may apply to specific or all deliveries made under the Agreement.

6 PACKAGING, STORAGE, HANDLING AND USE OF GOODS

6.1 Products will be packaged in accordance with Rhino-Rack’s standard packaging procedure in compliance with regulatory requirements.

6.2 The Customer must handle and store Products in such a way that:

(a) identification of the Products is not lost;

(b) the Products are kept safe and do not contaminate, and are not contaminated by, other products or materials; and

6.3 The Customer must ensure that all applicable health and safety, environment, dangerous and hazardous goods laws, regulations and requirements are observed, and other appropriate steps taken in relation to the storage, handling, sale and the use of the Products once they are delivered to the Customer.

6.4 The Customer is responsible for provision of and must provide safe facilities for the reception of Products into storage.

6.5 The Customer must not make any statements and representations about the Products in any way contrary to any laws. Where the Customer supplies Products to any other person in the course of trading, the Customer must not give or make any undertaking, assertion or representation in relation to the Products which are incorrect, false, misleading and/or deceptive.

6.6 The Customer shall keep records of each Purchase Order and delivery. Such records shall contain complete information on the purchase and supply of Products under these Terms and shall be made available to Rhino-Rack upon request.

7 RETURNS

7.1 The Customer shall not return any Products to Rhino-Rack unless:

(a) the Products are defective in which case the Customer shall notify Rhino-Rack and follow Rhino-Rack’s directions relating to the return; or

(b) Rhino-Rack confirms acceptance of a request for such return in writing and provides a return note and any specific instructions for return of the Products.

7.2 The Customer bears the risk and is responsible for all costs of delivery applicable to the return of the Products to Rhino-Rack, unless Rhino-Rack agrees that the Products are defective.

7.3 In the event the Customer returns non-defective Products, Rhino-Rack reserves the right to charge a restocking fee on Products returned, at a rate of 20% of invoiced cost, provided that the Products returned are unused and in their original condition.

8 RISK AND TITLE

8.1 Risk of damage to or loss of the Products and liability for the Products passes to the Customer as follows:

(a) if the Products are picked up by the Customer (or its agent or carrier), at the time when the Products have been loaded on a delivery truck at the pick-up location nominated by Rhino-Rack; or

(b) if the Products are delivered by Rhino-Rack (or its agent or carrier), at the time when the Products have been delivered to the delivery address nominated in the Purchase Order,

whichever is applicable.

8.2 The Customer must insure all Products for their full value with a reputable insurer from the point at which risk passes to the Customer.

8.3 Title in the Products passes to the Customer when Rhino-Rack has received (in cleared funds) the price for the Products in full together with any additional charges as set out in the relevant invoice and any interest due.

9 RECOVERY OF GOODS

9.1 Until title of the Products has passed to the Customer, the Customer must:

(a) hold the Products on behalf of Rhino-Rack;

(b) store the Products (at no cost to Rhino-Rack) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as Rhino-Rack’s property;

(d) keep the Products insured on Rhino-Rack’s behalf for their full price against all risks to the reasonable satisfaction of Rhino-Rack. On request the Customer shall produce the policy of insurance to Rhino-Rack.

9.2 Where payment is overdue in whole or in part for any of the Products, Rhino-Rack or its nominee may (without prejudice to any of its other rights) enter the Customer’s premises or any other place where the Products are stored by the Customer and recover or resell the Products without being liable for any loss or damage caused.

9.3 The Customer grants to Rhino-Rack an irrevocable authority to enter the Customer’s premises to recover the Products, provided that Rhino-Rack may only recover and resell such quantity of the Products which is sufficient to pay all the Customer’s unpaid liabilities in respect of the Products and cost of resale.

9.4 The Customer may resell the Products before title has passed to it only on the following conditions:

(a) any sale shall be effected in the ordinary course of the Customer’s business at arm’s length; and

(b) any such sale shall be a sale of Rhino-Rack’s property on the Customer’s own behalf and the Customer shall hold the proceeds on account for Rhino-Rack.

10 PPSA

10.1 The Customer agrees that this document is a security agreement for the purposes of the PPSA;

10.2 The security interest granted to Rhino-Rack under this Agreement is a purchase money security interest to the extent it can be under the PPSA.

10.3 Each Product supplied under this Agreement secures its own respective purchase price and, to the extent possible under the PPSA, secures the purchase Price(s) of all other Products supplied to the Customer.

10.4 Rhino-Rack may record/register its security interest under the PPSA. The Customer must do anything Rhino-Rack requires to ensure that Rhino-Rack’s security interest is effective and enforceable and has first priority for enforcement.

10.5 The Customer agrees to do such things as required by Rhino-Rack or necessary for the purposes of:

(a) ensuring that the security interest is enforceable, perfected and otherwise effective; or

(b) enabling Rhino-Rack to apply for any registration, or give any notification, in connection with the security interest so that the security interest has the priority required by Rhino-Rack; or

11 PRODUCT COMPLAINTS AND RECALLS

11.1 The Customer shall notify Rhino-Rack immediately and no later than within forty-eight (48) hours of any allegation, claim, complaint or issue relating to a Product, including the Product’s quality, defects, malfunctioning, failure, deterioration in the characteristics and/or performance and use, of which the Customer becomes aware.

11.2 The Customer shall assist Rhino-Rack in resolving any complaints and claims and reporting any incidents or adverse effects from the use of a Product to appropriate authorities.

11.3 The Customer shall notify Rhino-Rack immediately about any returns of Products relating to the Product’s quality or performance and shall return such Products to Rhino-Rack upon request. Such returns shall not be construed in any way to constitute any acceptance or acknowledgement of any liability by Rhino-Rack.

11.4 In the event that any of the Products are subject to a recall, field safety alert or hazard alert by either Rhino-Rack or any governmental agency or regulatory authority, the Customer shall provide necessary assistance with such matter and shall comply with any reasonable directions given by Rhino-Rack in that respect.

12 USE OF PORTAL

12.1 Rhino-Rack makes no representation and gives no warranty about the quality of, access to and use of the Portal, including any representation that the Portal and access to it will be secure, uninterrupted or error-free. Use and access to the Portal is provided on “as is” and “when available” basis. To the fullest extent permitted by applicable law, and subject to clause 14.4, Rhino-Rack disclaims any implied or statutory warranty (which can be excluded), including any implied warranty of title, accuracy of data, non-infringement, merchantability or fitness of the Portal for a particular purpose.

13 INDEMNITY

13.1 The Customer indemnifies Rhino-Rack, its Affiliates, employees, officers, agents and contractors against any and all cost, expense, damage, judgment, liability or loss (including consequential loss, loss of profit and loss of expected profit) incurred directly or indirectly by Rhino-Rack or as a result of or in connection with any claim, demand or cause of action asserted or brought by a third party in relation to or arising from any negligent act or omission, unlawful conduct or other misconduct by the Customer, its officers, employees, agents and contractors relating to these Terms, any Agreement and the Products, except to the extent caused or contributed to by Rhino-Rack.

14 WARRANTIES AND LIMITATION OF LIABILITY

14.1 Rhino-Rack warrants that the Products are of merchantable quality. Warranty terms (which also stipulate a warranty period) which accompany or provided in relation to a specific Product by Rhino-Rack apply to the supply of Products under these Terms and are accessible through the link https://www.rhinorack.com/en-au/warranty . No warranty claims which fall outside of the warranty terms and/or are made outside the applicable warranty period will be accepted by Rhino-Rack.

14.2 Nothing in this Agreement shall be interpreted as an attempt to modify, limit or exclude terms or warranties which are imposed by statute (including but not limited to the Competition and Consumer Act 2010 (Cth)) and which cannot be modified, limited or excluded.

14.3 Other than as specifically set out in these Terms, and to the extent permissible by law, all representations and warranties implied by statute or law are excluded.

14.4 To the extent permitted by law, the liability of Rhino-Rack for breach of these Terms, any Agreement, for negligence or other tort and for breach of statutory duty, implied term or warranty about the Products sold, at the option of Rhino-Rack, to:

(a) in the case of the Products which constitute goods:

(i) the replacement of the goods;

(ii) the supply of equivalent goods;

(iii) the repair of the goods;

(iv) the payment of the cost of replacing the goods;

(v) the payment of the cost of acquiring equivalent goods; or

(vi) the payment of the cost of having the goods repaired.

(b) in the case of the Products which constitute services:

(i) the supplying of the services again; or

(ii) the payment of the cost of having the services supplied again.

14.5 To the extent permissible by law, Rhino-Rack shall have no liability to the Customer for:

(a) loss of profit or anticipated profit;

(b) loss of revenue;

(d) loss arising from any breach of contract committed by the Customer, including but not limited to any contract for the re-supply of Products by the Customer to a third party;

(e) loss of goodwill;

(f) loss arising from business interruption;

(g) loss arising from or in connection with any contamination or pollution; and

(h) exemplary damages.

14.6 The limitations and exclusions in this clause 14 also apply to loss incurred in respect of personal injury and loss arising from wilful acts and omissions.

14.7 The Customer warrants and agrees that:

(a) all Products purchased by the Customer under these Terms are purchased in the ordinary course of the Customer’s business and for the purpose of engaging in such business;

(b) these Terms and any Agreement constitute and will continue to constitute a valid and binding agreement;

(c) all information supplied by the Customer to Rhino-Rack is true and accurate in all material respects and will remain so throughout the duration of any Agreement, including without limitation information contained in any account application or documentation provided to Rhino-Rack;

(d) the Customer has provided Rhino-Rack with all information which is material to Rhino-Rack's assessment of whether to grant the Customer the approval under an account application and whether to enter into a Agreement; and

(e) the Customer has not relied on any representation or statement by or on behalf of Rhino-Rack but has determined to be bound by these Terms solely upon its own assessment.

15 INTELLECTUAL PROPERTY

15.1 Nothing in these Terms conveys to the Customer any rights in any intellectual property of Rhino-Rack or of its Affiliates in the Products or in any packaging or containers of the Products. The Customer's rights rest in contract only.

15.2 The Customer must not, during or after the term of the Agreement:

(a) sell any product being an unauthorised or counterfeited copy of Products or any work the intellectual property in which is owned by or licensed to Rhino-Rack; or

(b) use any trade mark or other intellectual property of Rhino-Rack or its Affiliates to sell anything other than the Products.

15.3 The Customer must not remove, deface, alter or obscure any trade mark, trade name or logo applied to any Product and must not add any trade mark or branding to any Product without the prior written consent of Rhino-Rack.

16 FORCE MAJEURE

16.1 The parties shall be excused for delays in performance or failure of performance (except payment of amounts due) to the extent arising from causes beyond such party’s reasonable control, including without limitation, strikes, wars, fires, pandemic, acts of terror or acts of God, such as floods and earthquakes. In the event of any such event or condition, the party whose performance is excused shall notify the other party as soon as practicable and shall make diligent efforts to perform its obligations at its earliest opportunity.

17 CONFIDENTIALITY and PRIVACY

17.1 The Customer must not disclose confidential information of Rhino-Rack (including but not limited to any technical, commercial, economic and other information and data concerning Rhino-Rack’s business, including without limitation prices, Price List, product specifications, services, plans, programs, processes, products, costs, operations, employees, suppliers and customers) to a third party (including making any statements or public announcements) without the prior written consent of Rhino-Rack, except if the disclosure is:

(a) legally compelled by a court or other authority of competent jurisdiction;

(b) made to a legal adviser, patent attorney or other professional adviser to whom a copy of these Terms is supplied;

(c) made with the prior written consent of Rhino-Rack, which may grant or withhold its consent in its absolute discretion.

17.2 By accepting this Agreement, the Customers acknowledges that it has read the Privacy Policy and agrees to it.

17.3 The Customer must comply with the Privacy Act 1998 (Cth) as amended from time to time and with any directions concerning privacy of any persons whose personal information may be contained within the Confidential Information. For the avoidance of doubt, the Customer must comply with the Privacy Act whether or not the Privacy Act actually applies to the Customer.

18 ANTI-BRIBERY AND ANTI-MONEY LAUNDERING LAWS COMPLIANCE

18.1 The Customer warrants and represents that:

(a) it is not under investigation by any governmental body or authority for, nor has it been in violation of, charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, any crimes which would be predicate crimes to money laundering, or any violation of any anti-money laundering laws in Australia;

(b) it is in compliance with all applicable Australian or foreign anti-corruption laws, including those prohibiting the bribery of government officials, and will remain in compliance with all applicable laws; and

(c) that it will not authorise, offer or make payments directly or indirectly to any government official and that no part of the payments received by it (whether compensation or otherwise) from Rhino-Rack will be used for any purpose that could constitute a violation of any applicable laws

19 TERMINATION

19.1 This Agreement can be terminated with immediate effect by notice in writing:

(a) if a party commits material breach of the Agreement which cannot be remedied;

(b) if a party commits a breach of this Agreement but fails to remedy it within 30 days of receiving notice to remedy such breach from the other party;

(d) if the Customer ceases or intends to cease carrying on or operating its business;

(e) the Customer fails to make any payment due to Rhino-Rack when it falls due and such default continues for a period of 30 days (in which case no notice is required by be given by Rhino-Rack under clause 19.1(c);

(f) any other arrangement or agreement between the parties is terminated or becomes terminable by Rhino-Rack;

19.2 The Agreement can be terminated at will by either party on a 90 day written notice, or at any time by mutual agreement of the parties.

19.3 The termination of this Agreement is without prejudice to any and all rights and remedies which had accrued to the benefit of the parties to the date of termination. These rights of termination are in addition to rights of termination that a party may have under the law.

19.4 On termination of this Agreement for any cause, the Customer must:

(a) on demand by Rhino-Rack, immediately pay any and all money payable by the Customer to Rhino-Rack under this Agreement, including in relation to any supplied Products and pending Orders;

(b) must cease using any Intellectual Property of Rhino-Rack if such use was allowed by Rhino-Rack during the term of the Agreement;

19.5 Without prejudice to any other provision, all provisions concerning Intellectual Property and confidentiality survive the termination of this Agreement.

20 GENERAL

20.1 The relationship between the parties is not one of exclusivity.

20.2 The Customer must not, without Rhino-Rack’s prior written consent:

(a) re-supply the Products other than by way of retail sale to customers being end-users of the Products;

(b) re-supply the Products to any third party outside Australia; and/or

20.3 The Customer must comply and keep compliant with any laws and regulations relating to the use and supply of Products and performance of the Agreement.

20.4 The Customer must not assign or novate the Agreement without the prior written consent of Rhino-Rack, which it may give or withhold in its absolute discretion.

20.5 Notices, consents and other communications in connection with the Agreement must be in writing and hand-delivered or sent by pre-paid post to the other party’s representative identified in the Agreement. Notices take effect as follows:

(a) hand-delivery – at the time the delivery is made; and

(b) notices sent by pre-paid post – four (4) business days after posting.

20.6 A party will not be deemed to have waived any right or remedy or the performance by the Customer of any obligation under the Agreement unless it has expressly done so in writing signed by a director or secretary.

20.7 Every phrase, sentence, paragraph and clause in these Terms is severable the one from the other despite the manner in which they may be linked together or grouped grammatically and if any phrase, sentence, paragraph or clause is found to be defective or unenforceable for any reason whatsoever the remaining phrases, sentences, paragraphs or clauses as the case may be, are of full force and effect.

20.8 Rhino-Rack may exercise a right, remedy or power in any way Rhino-Rack considers appropriate. If Rhino-Rack does not exercise a right, remedy or power at any time, this does not mean that Rhino-Rack cannot exercise it later.

20.9 Any term of these Terms and the Agreement survives the expiry, cancellation or termination of the Agreement if required to give effect to it.

20.10 Nothing contained or implied in these Terms or the Agreement will create a joint venture, partnership or principal and agency relationship between the parties and neither party will represent that it is a joint venture, partner, employee, principal or agent of the other party and neither party will have power to bind or obligate the other party in any manner whatsoever.

20.11 The Agreement and all Purchase Orders will be governed by and construed according to the laws of the State of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of that State.

21 DEFINITIONS AND INTERPRETATION

21.1 The following expressions have the following meanings in these conditions:

“Affiliate” has the meaning given to the term “related body corporate” in the Corporations Act 2001 (Cth).

“Agreement” means the agreement for supply and purchase of Products between the parties which comprises of these Terms and the Price List as updated from time to time.

“Commencement Date” means the date on which the Customer accepts these Terms, on which this master Agreement commences.

“Confidential Information” means all confidential, non-public or proprietary information, regardless of how the information is stored or delivered, exchanged between the parties relating to Rhino-Rack’s and its Affiliates’ business, intellectual property, technology or other affairs and includes the Agreement, the Price List and any pricing arrangements or discounts, rebates discussed or agreed by the parties.

“Credit Limit” means the maximum amount of credit available to the Customer to order Products

“Customer” means the person(s), firm or company who purchases the Products from Rhino-Rack.

“Insolvency Event” means if a party:

(a) enters into a bankruptcy, provisional liquidation or liquidation or a petition is filed or a resolution is passed for the winding up;

(b) enters into a receivership;

(d) has the whole or any part of its assets and/or undertakings disposed by the holder of any security of encumbrance;

(e) is unable to pay debts as they fall due;

(f) enters into any arrangement or compromise with its creditors; or

(g) enters into any other form of administration in insolvency.

“Portal” means an online account registered for and used by the Customer with Rhino-Rack on Rhino-Rack’s website www.rhinorack.com to make and submit Purchase Orders.

“Price List” means a price list provided to the Customer by Rhino-Rack which contains Product codes, minimum quantities of supply and applicable prices, as amended by Rhino-Rack from time to time.

“Privacy Policy” means Rhino-Rack’s privacy policy available through the link https://www.rhinorack.com/en-au/privacy-policy .

“Products” means any products and/or services agreed in the Agreement to be supplied to the Customer by Rhino-Rack.

“PPSA” means the Personal Property Securities Act 2009 (Cth) and Regulations.

“Purchase Order” means a purchase order submitted by the Customer to purchase Products from Rhino-Rack, however made.

“Rhino-Rack” means Rhino Rack Australia Pty Limited (ABN 63 122 680 639).

“Terms” means the terms and conditions set out in this document, and as amended from time to time.

21.2 References to the singular include the plural, and reference to a gender includes all other genders.

21.3 References to $ or dollars are references to Australian dollars unless otherwise specified.

21.4 Reference to a person includes an individual, a firm, a corporation, a body corporate, a partnership, joint venture, an unincorporated body or association and any government agency.

21.5 Reference to a person includes a reference to the person’s executors, administrators, successors, and assigns.

21.6 Reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it.

21.7 All headings are for reference purposes only and do not define, limit or in any way affect the meaning or interpretation of these Terms.

21.8 The word “include” (in all its parts, tense and variance) is not used as, nor is it intended to be interpreted as, a word of limitation, and does not limit what else is included.

21.9 If a period of time dates from a given day or the day of an act or event, it is to be calculated exclusive of that day.

21.10 Any indemnity given by a party:

(a) is not the exclusive remedy of the party holding the benefit of the indemnity, which party may at its option, in addition or in the alternative, pursue remedies at common law, in equity or under statute;

(b) is a continuing indemnity;

(d) includes legal costs and disbursements on a full indemnity basis.