These Terms & Conditions (the “Terms”) are a legal agreement between you and Buynetic Pty Ltd (ABN 46 647 898 468, ACN 647 898 468), an Australian private company registered in New South Wales (“Buynetic”, “we”, “us”, “our”).Buynetic is a B2B sourcing and technology supply company. These Terms govern your use of www.buynetic.com.au and our other websites, our applications and online accounts, the products and brands we own or operate, and the supply by us of any goods or services (together, the “Services”).By using our websites or applications, requesting a quote, or placing an order, you accept these Terms and our Privacy Policy. If you do not accept them, do not use the Services.

Nothing in these Terms excludes, restricts or modifies any right, remedy, guarantee, warranty or other term or condition that applies to you under the Australian Consumer Law or any other law that cannot lawfully be excluded. Section 14 explains this.

1. Definitions

Goods — any products we supply, including products sold under a brand we own or operate. Order — your purchase order or written instruction to supply Goods or services. Quote — a written indication of price, specification, quantity and lead time issued by us. Contract — the agreement formed when we accept an Order under section 4, comprising these Terms, the accepted Quote and any special conditions we agree in writing. Applications — any mobile app, web app, online account, connected-product feature or software we make available. You — the person or business using the Services, and, where you act for a business, that business, which you warrant you are authorised to bind.

2. Business customers Our sourcing, procurement and bulk-supply Services are offered to businesses, not to consumers for personal, domestic or household use. You must be at least 18 years old and authorised to enter contracts for the business you represent. Where a product we operate is sold to consumers, the terms supplied with that product govern that sale.3. Use of our websites and applications We grant you a limited, non-exclusive, non-transferable, revocable licence to use our websites and Applications for their intended purpose.

Content on our websites — including product descriptions, images, specifications, market information and pricing indications — is provided for general information. It is not an offer, and it may contain errors or become out of date. Nothing on a website forms part of a Contract unless it is repeated in a Quote we issue.

You must keep any account credentials confidential and are responsible for activity under your account. Tell us immediately at legal@buynetic.com.au if you suspect unauthorised access. You must not: use the Services unlawfully; upload malware; probe, scan or disrupt our systems; circumvent authentication, rate limits or other technical restrictions; scrape, crawl or bulk-extract content; reverse engineer, decompile or disassemble our software or firmware except to the extent that restriction is prohibited by law; resell or redistribute access to the Services; misrepresent your identity or authority; or use the Services to compete with us by harvesting supplier, pricing or specification data.

We may suspend or withdraw access to a website or Application at any time, and we may change or discontinue features.

4. Enquiries, quotes and orders

An enquiry or quote request is an invitation for us to quote. It creates no obligation on either party. A Quote is valid for the period stated on it or, if none is stated, for 14 days, and may be withdrawn or revised at any time before we accept an Order. Quotes are based on the specification, quantity, packaging, destination and lead time you gave us; if any of those change, the Quote changes.

A Contract is formed only when we issue a written order confirmation, or when we begin performing the Order, whichever happens first. Your purchase order is an offer to buy; our acceptance is what creates the Contract. These Terms prevail over any terms in your purchase order, portal or other document, whether or not we have signed or acknowledged it, unless we expressly agree otherwise in writing and specifically identify the terms displaced. Minimum order quantities, deposits, tooling charges and lead times apply as stated in the Quote.

5. Specifications, samples and tolerances

You are responsible for the accuracy of the specification, artwork, branding, labelling and regulatory requirements you give us, and for confirming the Goods are fit for your intended purpose and lawful to sell in your destination market.

Samples, drawings, images and pre-production models are indicative. Production Goods may vary from them within ordinary commercial and manufacturing tolerances, including in colour, finish, dimensions and packaging.

Where a Quote states a quantity tolerance, delivery of a quantity within that tolerance is a complete delivery and is invoiced at the delivered quantity.

We may substitute materials, components or minor design elements where doing so does not materially affect form, fit, function or compliance. We will tell you about any material change and you may cancel the affected part of the

Order if you do not accept it.

Where you supply artwork, trade marks or designs, you warrant you own or are licensed to use them and you indemnify us against any claim that their use infringes a third party’s rights.

6. Prices, taxes and duties Prices are those in the accepted Quote, in the stated currency, and exclusive of GST, VAT, sales tax, customs duty, tariffs, levies, insurance and freight unless the Quote says otherwise. You are responsible for all import duties, taxes, tariffs, customs charges, inspection fees and clearance costs in the destination country, and for any bank, transfer or currency-conversion charges.

We may adjust a quoted price before acceptance, and after acceptance where you change the Order, where a change in law, tariff, duty or freight cost materially affects it, or where a currency movement of more than five per cent occurs between Quote and shipment. We will notify you, and you may cancel the unshipped part of the Order if you do not accept the adjustment. Prices for goods supplied in Australia include GST where stated. We will issue a valid tax invoice.

7. Payment

Payment terms are those stated in the Quote or on the invoice. Where no term is stated, payment is due before dispatch. Deposits are non-refundable once production, tooling or procurement has commenced, except where we fail to supply. You must pay in full without set-off, counterclaim, deduction or withholding.

We may require payment in advance, a letter of credit, or trade credit insurance, and we may set, reduce or withdraw a credit limit at our discretion.

Overdue amounts accrue interest at 2% per month, calculated daily, from the due date until paid. You must reimburse our reasonable costs of recovery, including collection agency and legal costs. While any amount is overdue we may suspend deliveries, withhold Goods, suspend account or Application access, and require security before resuming supply.

8. Delivery, title and risk

Delivery terms are as stated in the Quote and, where an Incoterm is specified, are interpreted under Incoterms® 2020. Lead times and delivery dates are estimates. Time is not of the essence unless we agree otherwise in writing. We are not liable for delay caused by manufacturing, freight, port, customs, carrier or force-majeure events, and delay does not entitle you to cancel unless the delay exceeds 90 days beyond the estimate. We may deliver in instalments and invoice each instalment separately. A defect in one instalment does not entitle you to cancel the rest.

Risk in the Goods passes to you in accordance with the applicable Incoterm or, where none applies, on delivery to you or your nominated carrier.

Title in the Goods does not pass until we have received payment in full of all amounts you owe us on any account. Until then you hold the Goods as bailee, must keep them identifiable and insured, and must hold the proceeds of any resale on trust for us. These Terms create a security interest in the Goods and their proceeds for the purposes of the Personal Property Securities Act 2009 (Cth). You consent to us registering that interest, must do what we reasonably require to perfect it, and waive your right to receive a verification statement under section 157 of that Act. If you do not take delivery when the Goods are ready, we may store them at your cost and risk, and delivery is deemed to have occurred for the purposes of payment and risk. 9. Inspection, shortages and rejection You must inspect the Goods on delivery.

Shortages, damage in transit and incorrect deliveries must be notified in writing within 7 days of delivery, with supporting photographs and documentation, and must also be noted on the carrier’s delivery documentation where visible on receipt.

Defects not reasonably discoverable on inspection must be notified in writing within 30 days of delivery, or within the applicable warranty period if longer. Do not return, rework or dispose of Goods without our written authorisation. We may require the Goods, or samples of them, for inspection or for a claim against our supplier or carrier. Where a claim is valid, we will at our option replace the Goods, re-supply the missing quantity, repair them, or credit or refund the price of the affected Goods. Subject to section 14, that is your remedy for a defective or short delivery.

10. Changes, cancellation and returns

Once we accept an Order it cannot be changed or cancelled without our written consent.

Where we consent, you must pay for work performed, materials and components procured, tooling produced, freight incurred, and any supplier cancellation charges, plus a reasonable administration fee.

Custom, branded, made-to-order and specially procured Goods cannot be cancelled or returned once production has commenced.

We do not accept returns of correctly supplied Goods. Where we agree to accept one as a commercial accommodation, the Goods must be unused, in original saleable packaging, returned at your cost, and a restocking fee of up to 20% applies.

11. Product compliance and your obligations on resale

Unless the Quote says otherwise, Goods are supplied to the specification and to the compliance standards stated in it. You are responsible for satisfying yourself that the Goods comply with the laws, standards, certification, labelling and language requirements of every market in which you sell or deploy them.

Where we supply certification, test reports or compliance documentation, we pass on what our supplier provides. We do not warrant compliance with a standard not identified in the Quote. You must not alter, relabel, repackage or remove identifying marks from the Goods in a way that makes compliance information inaccurate or misleading, and you must not make any representation about the Goods beyond what the specification and documentation support.

You are responsible for your own obligations as an importer, supplier or distributor, including record-keeping, traceability, product-safety reporting and recall obligations. You must cooperate with, and bear your own costs of, any recall or corrective action, and must notify us promptly of any safety incident, regulatory contact or recall involving the Goods.

12. Warranties

We warrant that, at the time risk passes, the Goods will conform in all material respects to the specification in the accepted Quote and will be free from defects in materials and workmanship. The warranty period is the manufacturer’s warranty period stated in the Quote or accompanying the Goods, or, if none is stated, 12 months from delivery.

The warranty does not cover fair wear and tear; damage from misuse, neglect, accident, incorrect installation, storage or handling; unauthorised modification or repair; use outside the specification or intended environment; consumable or wear parts; or defects caused by materials, artwork or instructions you supplied.

Subject to section 14, our liability under this warranty is limited, at our option, to repair or replacement of the affected Goods, or to a credit or refund of the price paid for them. Where the Goods are manufactured by a third party, we will pass through the benefit of the manufacturer’s warranty to the extent we are able to.

13. Applications, software and connected products

Where Goods include, or the Services provide, an Application, online account, connected feature or embedded software, the following applies:Software and firmware are licensed, not sold. We grant you a limited, non-exclusive, non-transferable licence to use them with the Goods for their intended purpose. All rights not expressly granted are reserved.

We may deliver updates automatically. Updates may be required for continued operation, security or regulatory compliance, and may change or remove features.

Continued operation of a connected feature may depend on a third-party network, platform or app store, on the product remaining supported, and, where applicable, on an active subscription. We will give reasonable notice before withdrawing support for a product or feature.

Where an Application is offered through an app store, that store’s terms also apply, and subscriptions purchased there are managed and refunded under that store’s policies.

Availability is not guaranteed. Applications are provided on an “as is” and “as available” basis, subject to section 14, and features labelled beta or preview may be unstable or withdrawn. Any output generated automatically or by machine learning is provided for convenience, may be inaccurate, and must not be relied on for any decision that matters without independent verification.

You are responsible for keeping your own copies of data you store in an Application. It is not a backup service. Where a product carries its own end-user terms or supplementary privacy notice, those apply to the end user of that product and prevail over these Terms to the extent of any inconsistency.

14. Australian Consumer Law

Where the Australian Consumer Law applies to a supply by us, our goods and services come with guarantees that cannot be excluded under it.

For major failures with a service, you are entitled to cancel your service contract with us and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.

For goods, you are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

Nothing in these Terms excludes, restricts or modifies those guarantees or any other right you have under a law that cannot lawfully be excluded. Where the goods or services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, and to the extent section 64A of the Australian 

Consumer Law permits, our liability for breach of a non-excludable guarantee is limited, at our option, to: for goods, replacing or repairing them, supplying equivalent goods, or paying the cost of doing so; and for services, resupplying them or paying the cost of having them resupplied.

15. Intellectual property

All intellectual property in the Services, our websites, our Applications, our software and firmware, our designs, product documentation, and the Buynetic name, our brand names and our logos is owned by us or our licensors. Nothing in these Terms transfers it to you. You may use our brand names and product images only as reasonably necessary to market and resell Goods you have bought from us, in accordance with any brand guidelines we give you, and you must stop on request. You must not register, or attempt to register, any of our trade marks, domain names or confusingly similar marks in any market.Any feedback or suggestions you give us may be used by us without restriction or obligation.

16. Confidentiality

Each party must keep confidential the other’s non-public information — including pricing, supplier identities, specifications, tooling, forecasts, and commercial terms — use it only for the purposes of the Contract, and disclose it only to personnel and advisers who need it and are bound by equivalent obligations. This does not apply to information that is public through no breach, was already lawfully known, is independently developed, or must be disclosed by law or a regulator. These obligations survive termination for three years, and indefinitely for anything that is a trade secret.

17. Trade compliance, sanctions and ethical sourcing

Each party must comply with all applicable export control, import, customs, sanctions and anti-money-laundering laws. You must not export, re-export, sell or supply Goods to any person, entity or destination that is subject to sanctions or an embargo, or for a prohibited end use.

You warrant that neither you nor anyone acting for you is a designated or restricted party under any applicable sanctions regime, and you must tell us immediately if that changes. Each party must comply with all applicable anti-bribery and anti-corruption laws, and must not offer, give or accept any improper benefit in connection with the Contract.

We expect our suppliers and our customers to operate free of forced labour, child labour and human trafficking, consistent with the Modern Slavery Act 2018 (Cth). We may audit, request information about, or cease dealing with any party where we have reasonable grounds for concern.

Breach of this section is a material breach entitling us to suspend or terminate immediately without liability.

18. Limitation of liability

Subject to section 14, and to the maximum extent permitted by law:Neither party is liable for indirect, incidental, special, consequential or punitive loss, or for loss of profit, revenue, business, production, contracts, opportunity, goodwill, anticipated savings, or loss or corruption of data.

We are not liable for loss arising from delay in manufacture or delivery, from the acts or omissions of carriers, ports, customs authorities, network operators or app stores, from your resale of the Goods, from your use of a specification, artwork or instruction you supplied, or from your failure to satisfy a regulatory requirement in your market.

Our total aggregate liability arising out of or in connection with a Contract, whether in contract, tort (including negligence), under statute or otherwise, is limited to the price paid by you for the Goods or services giving rise to the liability.

Our total aggregate liability arising out of your use of our websites or Applications, other than in connection with a Contract for the supply of Goods, is limited to AUD $1,000.

These limits apply regardless of the legal theory and even if we were advised the loss was possible. They do not limit liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited by law. Each party must take reasonable steps to mitigate its loss.

19. Indemnity

You indemnify us and our officers, employees and contractors against all claims, liabilities, losses, damages and reasonable legal costs arising from: your breach of these Terms; your resale, marketing, deployment or use of the Goods; any specification, artwork, trade mark or instruction you supplied; your failure to comply with a law or standard applicable in your market; or your infringement of a third party’s rights. We will notify you of any such claim and will not settle it without your consent, which you must not unreasonably withhold.

20. Force majeure

Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including natural disaster, fire, flood, storm, war, terrorism, epidemic or pandemic, industrial action, government or regulatory action, embargo or sanctions, port or border closure, freight or container shortage, raw-material shortage, utility, network or power failure, or the failure of a supplier or subcontractor for any of those reasons. The affected party must notify the other promptly and use reasonable efforts to resume. If the event continues for more than 90 days, either party may terminate the affected Order without liability, and we will refund any amount you paid for Goods not supplied, less costs reasonably incurred.Payment obligations for Goods already delivered are not excused.

21. Suspension and termination Either party may terminate a Contract if the other materially breaches it and does not remedy the breach within 14 days of written notice.

We may suspend the Services or terminate immediately if you fail to pay, become insolvent or have an administrator, receiver or liquidator appointed, cease or threaten to cease business, or breach section 17.

On termination, all amounts you owe become immediately due, and we may recover Goods in which title has not passed. Sections 6, 7, 8, 11, 15, 16, 17, 18, 19, 22, 23 and 24 survive termination.

22. Disputes

Before starting proceedings, the parties must first attempt to resolve the dispute in good faith: the party raising it must give written notice describing it, and senior representatives of both parties must confer within 21 days. If it is not resolved within 45 days of the notice, either party may commence proceedings. Nothing in this section prevents either party from seeking urgent injunctive relief or from recovering an undisputed debt.

23. Governing law and jurisdiction

These Terms and each Contract are governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts able to hear appeals from them. The United Nations Convention on Contracts for the International Sale of Goods does not apply. If you are a consumer resident outside Australia, this does not deprive you of the protection of the mandatory laws of your own country.

24. General Entire agreement.

These Terms, the accepted Quote, our Privacy Policy and any special conditions we agree in writing form the whole agreement, and supersede any prior discussion, representation or understanding. Each party acknowledges it has not relied on any representation not set out in them.

Variation. We may vary these Terms for future Orders by publishing an updated version on this page, with at least 30 days’ notice for material changes. The Terms in force when we accept an Order govern that Contract. No variation of a Contract is binding unless agreed in writing.

Severability. If any provision is unenforceable, it is read down or severed and the rest continues to apply.

No waiver. A failure or delay in exercising a right is not a waiver of it.

Assignment. You may not assign or novate a Contract without our written consent. We may assign or novate to a related body corporate or to a purchaser of our business, on notice.

Subcontracting. We may perform our obligations through suppliers, agents and subcontractors.

No agency. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship, or grants either party authority to bind the other.

Third parties. Except where these Terms say otherwise, no one other than the parties has the right to enforce them.

Notices. Notices to you go to the email address on your account or Order. Notices to us go to legal@buynetic.com.au. Notice by email is effective on the next business day after sending.

Privacy. Our Privacy Policy forms part of these Terms.

Third-party sites. Our sites may link to services we do not control. We are not responsible for them, and their terms apply to your use of them.

Language. These Terms are written in English, and the English version prevails over any translation.

25. Contact us Buynetic Pty Ltd ABN 46 647 898 468 · ACN 647 898 468 Suite 3A16, Level 14, 275 Little Alfred Street North Sydney NSW 2060, Australia

Legal and contractual matters: legal@buynetic.com.au Privacy and data requests: privacy@buynetic.com.au General enquiries: info@buynetic.com.au Web: www.buynetic.com.au